68
Registration
of order and minute of reduction.
30 & 31 Vict.
&
c. 131 s. 15:
40 & 41 Vict.
c. 26 s. 1
in part.
Minute to form part of memorandum
of association,
30 & 31 Vict. c. 131 s. 16.
Saving of rights of
creditors who
are ignorant of proceedings. Ib. s. 17.
No. 1.] THE ORDINANCES OF HONGKONG: [A.D. 1865.
the Court; and the amount fixed by the Court on such inquiry and adjudication shall be set apart and appropriated.
64.-(1.) The Registrar of Companies, on the production to him of an order of the Court confirming the reduction of the capital of a company, and the delivery to him of a copy of the order and of a minute (approved by the Court), showing with respect to the capital of the company, as altered by the order, the amount of such capital, the number of shares into which it is to be divided, the amount of each share, and 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, shall register the order and minute, and thereupon the special resolution confirmed by the order so registered shall take effect.
(2.) Notice of such registration shall be published in such manner as the Court may direct.
(3.) The Registrar shall certify under his hand the registration of the order and minute, and his certificate shall be conclusive evidence that all the requisitions of this Ordinance with respect to the reduction of capital have been complied with, and that the capital of the company is such as is stated in the minute.
65. The minute, when registered, shall be deemed to be substituted for the corresponding part of the memorandum of association of the company, and shall be of the same validity and subject to the same alterations as if it had been originally contained in the memorandum of association, and, subject as in this Ordinance mentioned, no member of the company, whether past or present, shall be liable in respect of any share to any call or contribution exceeding in amount the difference, if any, between the amount which has been paid on such share and the amount of the share as fixed by the minute.
66. If any creditor who is entitled in respect of any debt or claim to object to the reduction of the capital of a company under this Ordinance is, in consequence of his ignorance of the proceedings taken with a view to such reduction or of their nature and effect with respect to his claim, not entered on the list of creditors, and after such reduction the company is unable, within the meaning of section 128, to pay to the creditor the amount of such debt or claim, every person who was a member of the company at the date of the registration of the order and minute relating to the reduction of the capital of the company shall be liable to contribute for the payment of such debt or claim an amount not exceeding the amount which he would have been liable to contribute if the company had commenced to be wound up on the day prior to such registration; and on the company being wound up, the Court, on the application of such creditor and on proof that he was ignorant of the proceedings taken
68
Registration
of order and minute of reduction.
30 31 Tiet.
&
c. 131 s. 15:
40 & 41 Pict.
c. 26 s. 1
in part.
Minute to form part of memorandun
of association,
30 & 31 Fict. c. 131 s. 16.
Saving of rights of
creditors who
are ignorant of proceed ings. Ib. s. 17.
No. 1.] THE ORDINANCES OF HONGKONG: [A.D. 1865.
the Court; and the amount fixed by the Court on such inquiry and adjudication shall be set apart and appropriated.
64.-(1.) The Registrar of Companies, on the production to him of an order of the Court confirming the reduction of the capital of a com- pany, and the delivery to him of a copy of the order and of a minute (approved by the Court), showing with respect to the capital of the company, as altered by the order, the amount of such capital, the number of shares in which it is to be divided, the amount of each share, and 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, shall register the order and minute, and thereupon the special resolution confirmed by the order so registered shall take effect.
(2.) Notice of such registration shall be published in such manner as the Court may direct.
(3.) The Registrar shall certify under his hand the registration of the order and minute, and his certificate shall be conclusive evidence that all the requisitions of this Ordinance with respect to the reduction of capital have been complied with, and that the capital of the company is such as is stated in the minute.
65. The minute, when registered, shall be deemed to be substituted for the corresponding part of the memorandum of association of the com- pany, and shall be of the same validity and subject to the same alterations as if it had been originally contained in the memorandum of association, and, subject as in this Ordinance mentioned, no member of the company, whether past or present, shall be liable in respect of any share to any call or contribution exceeding in amount the difference, if any, between the amount which has been paid on such share and the amount of the share as fixed by the minute.
.:
66. If any creditor who is entitled in respect of any debt or claim to object to the reduction of the capital of a company under this Ordinance is, in consequence of his ignorance of the proceedings taken with a view to such reduction or of their nature and effect with respect to his claim, not entered on the list of creditors, and after such reduction the company is unable, within the meaning of section 128, to pay to the creditor the amount of such debt or claim, every person who was a member of the company at the date of the registration of the order and minute relating to the reduction of the capital of the company shall be liable to contribute for the payment of such debt or claim an amount not exceeding the amount which he would have been liable to contribute if the company had commenced to be wound up on the day prior to such registration; and on the, company being wound up, the Court, on the application of such creditor and on proof that he was ignorant of the proceedings taken
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