1964_COMPANIES_ORDINANCE — Page 6

116

CAP. 32]

Companies

[1984 Ed.

Registration and copies of certain resolutions and agreements. 1929 c. 23, s. 118.

Resolutions passed at adjourned meetings. 1929 c. 23, s. 119.

117. (1) A printed copy of every resolution or agreement to which this section applies shall, within 15 days after the passing or making thereof, be forwarded to the Registrar and recorded by him.

(2) Where articles have been registered, a copy of every such resolution or agreement for the time being in force shall be embodied in or annexed to every copy of the articles issued after the passing of the resolution or the making of the agreement.

(3) Where articles have not been registered, a printed copy of every such resolution or agreement shall be forwarded to any member at his request, on payment of $1 or such less sum as the company may direct.

(4) This section shall apply to-

(a) special resolutions;

(b) [Deleted, 6 of 1984, s. 82]

(c) resolutions which have been agreed to by all the members of a company, but which, if not so agreed to, would not have been effective for their purpose unless they had been passed as special resolutions; (Replaced, 6 of 1984, s. 82)

(d) resolutions or agreements which have been agreed to by all the members of some class of shareholders, but which, if not so agreed to, would not have been effective for their purpose unless they had been passed by some particular majority or otherwise in some particular manner, and all resolutions or agreements which effectively bind all the members of any class of shareholders though not agreed to by all those members;

(e) resolutions requiring a company to be wound up voluntarily, passed under section 228(1)(a);

(f) resolutions varying any matter or provision in the articles of a company which is expressly authorized by the articles to be varied by ordinary resolution. (Added, 6 of 1984, s. 82)

(5) If a company fails to comply with subsection (1), the company and every officer of the company who is in default shall be liable to a default fine. (Amended, 6 of 1984, s. 259)

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(6) If a company fails to comply with subsection (2) or (3), the company and every officer of the company who is in default shall be liable to a fine of $5,000 for each copy in respect of which default is made. (Amended, 22 of 1950, Schedule and 6 of 1984, s. 259)

(7) For the purposes of subsections (5) and (6), a liquidator of the company shall be deemed to be an officer of the company.

118. Where a resolution is passed at an adjourned meeting of (Amended, 6 of 1984, s. 83)

(a) a company;

(b) the holders of any class of shares in a company;