THE HONGKONG GOVERNMENT GAZETTE, 15TH JANUARY, 1887.
PART III.
Reduction of Capital.
4. The word capital as used in The Companies Ordinance, 1877, shall include paid-up capital; and the power to reduce capital conferred by that Ordinance shall include a power to cancel any lost capital, or any capital unrepresented by available assets or to pay off any capital which may be in excess of the wants of the company; and paid-up capital may be reduced either with or without extinguishing or reducing the liability (if any) remaining on the shares of the company and to the extent to which such liability is not extinguished or reduced, it shall be deemed to be preserved, notwithstanding anything contained in The Companies Ordinance, 1877.
5. The provisions of The Companies Ordinance, 1877, as amended by this Ordinance, shall apply to any company reducing its capital in pursuance of this Ordinance and of The Companies Ordinance, 1877, as amended by this Ordinance: Provided that where the reduction of the capital of a company does not involve either the diminution of any liability in respect of unpaid capital or the payment to any shareholder of any paid-up capital,
(1.) The creditors of the company shall not, unless the Court otherwise direct, be entitled to object or required to consent to the reduction; and (2.) It shall not be necessary before the presentation of the petition for confirming the reduction to add, and the Court may, if it thinks it expedient so to do, dispense altogether with the addition of the words "and reduced" as mentioned in The Companies Ordinance, 1877.
In any case that the Court thinks fit so to do, it may require the company to publish in such manner as it thinks fit the reasons for the reduction of its capital or such other information in regard to the reduction of its capital as the Court may think expedient with a view to give proper information to the public in relation to the reduction of its capital by a company, and, if the Court thinks fit, the causes which led to such reduction.
The minute required to be registered in the case of reduction of capital shall show, in addition to the other particulars required by law, the amount (if any) at the date of the registration of the minute proposed to be deemed to have been paid up on each share.
6. Any company limited by shares may, so far modify the conditions contained in its memorandum of Association, if authorised so to do by its regulations as originally framed or as altered by special resolution, as to reduce its capital by cancelling any shares which, at the date of the passing of such resolution, have not been taken or agreed to be taken by any person; and the provisions of The Companies Ordinance, 1877, shall not apply to any reduction of capital made in pursuance of this section.
PART IV.
Accumulated Profits.
7. When any company has accumulated a sum of undivided profits, which with the consent of the shareholders may be distributed among the shareholders in the form of a dividend or bonus, it shall be lawful for the company, by special resolution, to return the same, or any part thereof, to the shareholders in reduction of the paid-up capital of the company, the unpaid capital being thereby increased by a similar amount. The powers vested in the directors of making calls upon the shareholders in respect of moneys unpaid upon their shares shall extend to the amount of the unpaid capital as augmented by such reduction.
8. No such special resolution as aforesaid shall take effect until a memorandum, showing the particulars required by law in the case of a reduction of capital by order of the Court, shall have been produced to and registered by the Registrar of Companies.
9. Upon any reduction of paid-up capital made in pursuance of this Ordinance, it shall be lawful for any shareholder, or for any one or more of several joint shareholders, within one month after the passing of the special resolution for such reduction, to require the company to retain, and the company shall retain accordingly, the whole of the moneys actually paid upon the shares held by such person, either alone or jointly with any other person or persons, and which, in consequence of such reduction, would otherwise be returned to him or them, and thereupon the shares
Construction of capital; Power to reduce capital; [40 and 41, V. c. 26, s. 3.]
Application of Ordinance No. I of 1877. [Ibid, s. 4.]
Power to reduce capital by the cancelling of unissued shares. [Ibid, s. 5.]
Accumulated profits may be returned to Shareholders in reduction of paid-up capital. [43 V. c. 19, s. 3.]
No resolution to take effect till particulars have been registered. [43 V. c. 19, s. 4]
Power to any Shareholder within one month after passing of resolution to require Company to retain moneys paid upon shares held by such person. [43 V. c. 19, s. 5.]
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THE HONGKONG GOVERNMENT GAZETTE, 15TH JANUARY, 1887.
PART III.
Reduction of Capital.
4. The word capital as used in The Companies Ordi- nance, 1877, shall include paid up capital; and the power to reduce capital conferred by that Ordinance shall include a power to cancel any lost capital, or any capital unre- presented by available assets or to pay off any capital which may be in excess of the wants of the company; and paid up capital may be reduced either with or without extin- guishing or reducing the liability (if any) remaining on the shares of the company and to the extent to which such liability is not extinguished or reduced, it shall be deemed to be preserved, notwithstanding any thing contained in The Companies Ordinance, 1877.
5. The provisions of The Companies Ordinance, 1877, as amended by this Ordinance, shall apply to any company reducing its capital in pursuance of this Ordinance and of The Companies Ordinance, 1877, as amended by this Ordi- nance: Provided that where the reduction of the capital of a company does not involve either the diminution of any liability in respect of unpaid capital or the payment to any shareholder of any paid up capital,
(1.) The creditors of the company shall not unless the Court otherwise direct, be entitled to object or required to consent to the reduction; and (2.) It shall not be necessary before the presentation of the petition for confirming the reduction to add, and the Court may, if it thinks it expedient so to do, dispense altogether with the addition of the words and reduced as mentioned in The Companies Ordinance, 1877.
In any case that the Court thinks fit so to do, it may require the company to publish in such manner as it thinks fit the reasons for the reduction of its capital or such other information in regard to the redution of cits capital as the Court may think expedient with a view to give proper information to the public in relation to the reduction of its capital by a company, and, if the Court thinks fit, the causes which led to such reduction.
The minute required to be registered in the case of re- duction of capital shall show, in addition to the other particulars required by law, the amount (if any) at the date of the registration of the minute proposed to be deemed to have been paid up on each share.
6. Any company limited by shares may so far modify the conditions contained in its memorandum of Association, if authorised so to do by its regulations as originally framed or as altered by special resolution, as to reduce its capital by cancelling any shares which, at the date of the passing of such resolution, have not been taken or agreed to be taken by any person; and the provisions of The Companies Ordinance, 1877 shall not apply to any reduction of capital made in pursuance of this section.
PART IV.
Accumulated Profits.
7. When any company has accumulated a sum of un- divided profits, which with the consent of the shareholders may be distributed among the shareholders in the form of a dividend or bonus, it shall be lawful for the company, by special resolution, to return the same, or any part thereof, to the shareholders in reduction of the paid up capital of the company, the unpaid capital being thereby increased by a similar amount. The powers vested in the directors of making calls upon the shareholders in respect of moneys unpaid upon their shares shall extend to the amount or the unpaid capital as augmented by such reduction. 8. No su special resolution as aforesaid shall take effect until a memorandum, showing the particulars re- quired by law in the case of a reduction of capital by order of the Court, shall have been produced to and registered by the Registrar of Companies.
9. Upon any reduction of paid up capital made in pur- suance of this Ordinance, it shall be lawful for any share- holder, or for any one or more of several joint shareholders, within one month after the passing of the special resolution for such reduction, to require the company to retain, and the company
shall retain accordingly, the whole of the moneys actually paid upon the shares held by such person, either alone or jointly with any other person or persons, and which, in consequence of such reduction, would other- wise be returned to him or them, and thereupon the shares
Construction of capital; Power to reduce capital; [40 and 41, V. č. 26, 8. 3.)
Application of Ordin ance No. I of 1877. [Ibid, u. 4.]
Power to reduce
capital by the cancelling of unissued shares. [lbid, B. 5.]
Accumulated profits may be returned to Shareholders
in reduction of paid-up capital. [43 V. c. 19, B. 3.]
No resolution to take effect till particu- lars have been registered. [43 V. c. 19, A4]
Power to any Shareholder
within one month after
passing of
resolution to require Company to
retain moneys paid upon
shares held by
such person. [43 V. c. 19, 8. 5.1
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