1964_COMPANIES_ORDINANCE — Page 49

(

1984 Ed.]

Companies

[CAP. 32

159

(a) on conviction upon indictment to a fine of $50,000 and to

imprisonment for 2 years: and

(b) on summary conviction to a fine of $10.000 and to imprisonment for 6 months: (Amended, 22 of 1950, s. 3

and 6 of 1984, s. 113)

Provided that a person shall not be guilty of an offence under this section by reason that he, being an undischarged bankrupt. has acted as director of, or taken part or been concerned in the management of, a company, if at the commencement of this Ordinance he was acting as director of, or taking part or being con- cerned in the management of, that company and has continuously so acted, taken part, or been concerned since that date and the bankruptcy was prior to that date.

(2) The leave of the court for the purpose of this section shall not be given unless notice of intention to apply therefor has been served on the Official Receiver and it shall be the duty of the Official Receiver, if he is of opinion that it is contrary to the public interest that any such application should be granted, to attend on the hearing of and oppose the granting of the application.

(3) In this section, the expression "company" includes an unregistered company and a company incorporated outside Hong Kong which has an established place of business within Hong Kong, and the expression "Official Receiver" means the Official Receiver appointed under the Bankruptcy Ordinance. (Amended, 6 of 1984, ss. 113 & 259)

157. The acts of a director or manager shall be valid not- withstanding any defect that may afterwards be discovered in his appointment or qualification.

157A. (1) At a general meeting of a company other than a private company, a motion for the appointment of 2 or more persons as directors of the company by a single resolution shall not be made, unless a resolution that it shall be so made has first been agreed to by the meeting without any vote being given against it.

(2) A resolution moved in contravention of this section shall be void, whether or not its being so moved was objected to at the time:

Provided that-

(a) this subsection shall not be taken as excluding the opera-

tion of section 157; and

(b) where a resolution so moved is passed, no provision for the automatic reappointment of retiring directors in default of another appointment shall apply.

(Cap. 6.)

Validity of acts of directors.

1929 c. 23. s. 143.

Appointment

of directors to be voted on individually.

1948 c. 38, s. 183.