The Hongkong Government Gazette.
[APRIL 24, 1858.
Provision as to Ap- XV. In Cases within the Jurisdiction of any Court of Bankruptcy the Official Assignee shall, where pointment of Liquida a Liquidator is appointed by the Creditors, be considered as appointed as the Representative of the fors by Court of Bank Contributories, and where a Liquidator is appointed by the Contributories be considered as appointed as
the Representative of the Creditors.
Extension of Power
XVI. The Power of compromising Debts and Claims given by the Principal Act to the Liquidators to compromise Debts. therein mentioned, shall be deemed to extend to the Compromise of any Calls or Debts due from any Contributory or alleged Contributory to the Company on Receipt of a smaller Sum in lieu of a greater, or upon such Terms as may be agreed upon, with Power to the Liquidators to take any Security for any Cails or Debts so due, and to give effectual Discharges on Completion of such Compromise, subject to this Proviso, that no such Compromise shall be made by any official Liquidator except with the Sanction of the Court, and after giving such Notice to Creditors, and subject to such Conditions as to obtaining the Consent of Creditors or any Portion of them, as the Court may direct, and that no such Compromise shall be made by the Liquidators appointed on the voluntary Winding-up of a Company, except with the Sanction of a special Resolution.
Power for Liquida-
as a Consideration for
XVII. Where a Company is being wound-up voluntarily, and the whole or a Portion of its Property tors to accept Shares is about to be sold to another Company, registered under this Act, the Liquidators of the first-mentioned Sale of Property of Company may, with the Sanction of a special Resolution of the Company by whom they were appointed, Company.
receive, in Compensation or part Compensation for such Sale, Shares in such other Company for the Purpose of Distribution amongst the Shareholders of the Company being wound up, or may enter into any other Arrangement whereby the Shareholders of the Company being wound up may, in lieu of receiving Cash or Shares, or in addition thereto, participate in the Profits of or receive any other Benefit from the purchasing Company; and any Sale made or Arrangement entered into by the Liquidators in pursuance of this Section shall be binding on the Shareholders of the Company being wound up, subject to this Proviso, that if any Shareholder in the Company being wound up who has not voted in favour of the special Resolution passed by his Company at either of the Meetings held for passing the same expresses his Dissent from any such special Resolution, in Writing addressed to the Liquidators or One of them, and left at the registered Office of the Company, not later than Seven Days after the Date of the last of the Meetings at which such special Resolution was passed, such dissentient Shareholder may require the Liquidators to do such One of the following Things as they may prefer; that is to say, either to abstain from carrying such Resolution into effect, or to purchase the Shares held by the dissentient Shareholders, or Shareholder, at such Price as may be agreed upon or settled by Arbitration, such Purchase Money to be paid before the Company is dissolved, and to be raised by the Liquidators in such Manner as may be determined by special Resolution.
Power (Piquida-
Meeting.
Power of Court to
XX.
XVIII. In the Case of the Company being wound up voluntarily, the Liquidators may, from Time to tors to call General Time, during the Continuance of such Winding-up, summon General Meetings of the Company for the Purpose of obtaining the Sanction of the Company by a special. Resolution, or for such other Purposes as they think fit.
XIX. Where a Company is in course of being wound up voluntarily, and Proceedings are taken for adopt Proceedings of the Purpose of having the same wound up by the Court, the Court may, if it thinks fit, notwithstanding voluntary Winding-up, that it makes an Order directing the Company to be wound up by the Court, provide in such Order or in any other Order for the Adoption of all or any of the Proceedings taken in the course of the voluntary Winding-up: It may also, instead of making an Order that the Company should be altogether wound up by the Court, direct that the voluntary Winding-up should continue, but subject to such Supervision of the Court, and with such Liberty for Creditors, Contributories, or others to apply to the Court, and generally upon such Terms and subject to such Conditions as the Court thinks just. Penalty on Liquida-
If the Liquidators make default in reporting to the Registrar, in the Case of a Company being tors not reporting Dis- wound up by the Court, the Decree declaring the Company to be dissolved, and in the Case of a Company solution of Company being wound up voluntarily, the Resolution declaring the Company to have been fairly wound up, they to Registrar.
shall be liable to a Penalty not exceeding Five Pounds for every Day during which they are so in default, and morever, shall not, whilst so in default, be entitled to recover any Compensation for their Services as Liquidators. Remedy for Liqui- XXI. If, at the Expiration of Twelve Months from the Date of the Dissolution of any Company that' dators having in their has been wound up, there remain in the Hands of the Liquidators any Money, Shares, or other Property which they have been unable, by reason of the Absence or Death of any Persons entitled thereto, or for any other Reason, to distribute amongst the Parties so entitled, the Liquidators shall be deemed to be Trustees of such Monies, Shares, or other Property, within the Meaning of an Act passed in the Eleventh Year of the Reign of Her present Majesty, Chapter Ninety-six, and intituled An Act for better securing Trust Funds, and for the Relief of Trustees, and of any Act amending the same, and may pay or transfer such Monies, Shares, or other Property into the Court of Chancery accordingly.
Hands undistributed Assets of the Company.
Repeal of Sect. 107. of the Principal Act.
XXIII. The 107th Section of the Principal Act shall be repealed, and in lieu thereof be it enacted, That,-
1. An Act passed in the Eighth Year of the Reign of Her present Majesty, Chapter One hundred and ten, and intituled du Act for the Registration, Incorporation, and Regulation of Joint Stock Companies; and
2. An Act passed in the Eleventh Year of the Reign of Her present Majesty, Chapter Seventy- eight, intituled An Act to amend an det for the Registration, Incorportion, and Regulation of Joint Stock Companies; and
3. The Limited Liability Act, 1855
Shall be deemed to have been and still to remain unrepealed as to any Company completely registered which has not obtained Registration under the Principal Act, until such Time as such Company obtains Registration under the Joint Stock Companies Acts, 1856, 1857, but from and after such · Time, and not before, shall be repealed as to such last-mentioned Company; and, subject as aforesaid, all the Acts mentioned in this Section shall be repealed.
Provision as to Costs
XXIV. Where a Limited Company is Plaintiff or Pursuer in any Action, Suit, or other legal Pro- in Actions brought by certain Limited Com- ceeding, any Judge having Jurisdiction in the Matter may, if it be proved to his Satisfaction that there is Reason to believe that if the Defendant be successful in his Defence the Assets of the Company will be insuflicient to pay his Costs, require sufficient Security to be given for such Costs, and may stay all Proceedings until such Security be given.
pazes.
Penalty on Company not registering,
XXVIII. If any Company hereby required to register under the Joint Stock Companies Acts makes default in registering on or before the said Second Day of November One thousand eight hundred and fifty-seven, then, from and after such Day until the Day on which such Company is registered under the Joint Stock Companies Acts, 1856, 1857, the following Consequences shall ensue; (that is to say,)
1. The Company shall be incapable of suing either at Law or in Equity, but`shall not be incapable
of being made a Defendant to a Suit either at Law or in Equity:
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