1964_COMPANIES_ORDINANCE — Page 158

268

CAP. 32]

Companies

[1984 Ed.

Continuation of existing actions.

1929 c. 23, s. 332.

Effect of registration under Ordinance.

1929 c. 23, s. 333.

321. All actions and other legal proceedings which at the time of the registration of a company in pursuance of this Part are pending by or against the company, or the public officer or any member thereof, may be continued in the same manner as if the registration had not taken place:

Provided that execution shall not issue against the effects of any individual member of the company on any judgment, decree, or order obtained in any such action or proceeding, but, in the event of the property and effects of the company being insufficient to satisfy the judgment, decree, or order, an order may be obtained for winding up the company.

322. (1) When a company is registered in pursuance of this Part the following provisions of this section shall have effect.

(2) All provisions contained in any Ordinance, Act or other instrument constituting or regulating the company, including, in the case of a company registered as a company limited by guarantee, the resolution declaring the amount of the guarantee, shall be deemed to be conditions and regulations of the company, in the same manner and with the same incidents as if so much thereof as would, if the company had been formed under this Ordinance, have been required to be inserted in the memorandum, were contained in a registered memorandum, and the residue thereof were contained in registered articles.

(3) All the provisions of this Ordinance shall apply to the company, and the members, contributories, and creditors thereof, in the same manner in all respects as if it had been formed under this Ordinance, subject as follows-

(a) Table A shall not apply unless adopted by special resolution;

(b) the provisions of this Ordinance relating to the numbering of shares shall not apply to any joint stock company whose shares are not numbered;

(c) subject to the provisions of this section the company shall not have power to alter any provision contained in any Ordinance or Act of Parliament relating to the company;

(d) subject to the provisions of this section the company shall not have power, without the sanction of the Governor, to alter any provision contained in any letters patent relating to the company;

(e) the company shall not have power to alter any provision contained in a royal charter or letters patent with respect to the objects of the company;

(f) in the event of the company being wound up, every person shall be a contributory, in respect of the debts and liabilities of the company contracted before registration, who is liable to pay or contribute to the payment of any debt or liability...