BRITISH ORDER IN COUNCIL extending Section 20 of the Finance Act, 1894, to the Territory of Weihaiwei. London, September 24, 1915.* At the Court at Buckingham Palace, the 24th day af September, 1915. PRESENT: THE KING'S MOST EXCELLENT MAJESTY. Lord President. Viscount Allendale. Lord Colebrooke. Sir Frederick Ponsonby. WHEREAS by the Foreign Jurisdiction Acts, 1890 and 1913, it is, amongst other things, provided that it shall be lawful for His Majesty in Council by Order to direct that Section 20 of the Finance Act, 1894,† shall extend, with or without any exceptions, adaptations, or modifications in the Order mentioned, to any Foreign Country in which, for the time being, His Majesty has jurisdiction, and that thereupon that Section shall, to the extent of that jurisdiction, operate as if that Country were a British Possession, and as if His Majesty in Council were the Legislature of that Possession: And whereas by Treaty, grant, usage, sufferance, and other lawful means, His Majesty the King has power and jurisdiction in the Territory of Weihaiwei: And whereas it is expedient that Section 20 of the Finance Act, 1891, should be extended to the said Territory: Now, therefore, His Majesty, by virtue and in exercise of the powers in this behalf by the Foreign Jurisdiction Acts, 1890 and 1913, or otherwise in His Majesty vested, is pleased, by and with the advice of His Privy Council, to order, and it is hereby ordered, that Section 20 of the Finance Act, 1894, shall, from the date of this Order, apply to the Territory of Weihaiwei as though the said Territory were a British Possession. And the Right Honourable Andrew Bonar Law, His Majesty's Principal Secretary of State for the Colonies, is to give the necessary directions herein accordingly. ALMERIC FITZROY. "London Gazette," September 24, 1915. + 57 & 58 Vict., cap. 30. See State Papers," Vol. 87, page 669. BRITISH ORDER IN COUNCIL making further provision for the Exercise of His Majesty's Jurisdiction over British Companies in China. London, November 30, 1915.* At the Court at Buckingham Palace, the 30th day of November, 1915. PRESENT THE KING'S MOST EXCELLENT MAJESTY. Lord President. Lord Stamfordham. Mr. Chancellor of the Duchy of Lancaster. Sir Frederick Ponsonby. WHEREAS by Treaty, grant, usage, sufferance, and other lawful means His Majesty the King has jurisdiction in China: And whereas it is desirable to make further provision with reference to the exercise of jurisdiction over British Companies carrying on business within the limits of this Order: Now, therefore, His Majesty, by virtue and in exercise of the powers in this behalf by "The Foreign Jurisdiction Act, 1890," or otherwise, in His Majesty vested, is pleased, by and with the advice of His Privy Council, to order, and it is hereby ordered, as follows:- 1. This Order may be cited as "The China (Companies) Order in Council, 1915," and shall be read as one with the "China Order, 1904," † (hereinafter called the "Principal Order "), and with any Order amending the same. 2. In this Order "The Ordinance means "The Companies Ordinance, 1911, of the Colony of Hong Kong," and includes any Ordinance amending or substituted for the same. The Life Insurance Companies Ordinance," means the Life Insurance Companies Ordinance, 1907, of the Colony of Hong Kong, and includes any Ordinance amending or substituted for the same. “China Company" means a Company limited by shares or by guarantee incorporated under the Ordinance, and the operations of which are directed, and controlled from some place within the limits of this Order. “London Gazette," November 30, 1915. "Hong Kong China Company means a Company incorporated under the Ordinance which carries on some part of its business within the limits of this Order, and the operations of which are directed and controlled from some place in Hong Kong. "British Company " means a Company incorporated in the United Kingdom, or in a British Possession, and includes a China Company and a Hong Kong China Company. 3. (1) The Consul-General at Shanghai, including any person acting for such Consul-General, shall be Registrar of Companies at Shanghai. (2) All acts done within the limits of this Order in pursuance of the provisions of the Ordinance or of the Life Insurance Companies Ordinance by, to, with, or before the Registrar of Companies at Shanghai, shall, subject to the provisions of this Order, be of the same force and validity as if they had been done by, to, with, or before the Registrar of Companies in Hong Kong. (3) The Registrar of Companies at Shanghai shall be entitled to initiate such proceedings in the Court as he may think necessary to enforce compliance with the provisions of this Order on the part of British Companies in China. 4. The Judge may by Rules of Court confer upon Provincial Courts jurisdiction in matters dealt with in the Ordinance, and may specify in such Rules the Courts by which, and the classes of cases in which, such jurisdiction shall be exercised, but subject thereto the jurisdiction conferred by the Ordinance upon any Court shall within the limits of this Order be exercised by the Supreme Court. 5. In all matters relating to a Hong Kong China Company the jurisdiction of the Supreme Court and of the Supreme Court of Hong Kong shall be concurrent, and the said two Courts shall in all respects be auxiliary to each other. 6. Where any proceedings relating to a Hong Kong China Company, or for the winding up of any such Company, are commenced in the Supreme Court, and it appears that the principal part of such Company's business is carried on within the limits of Hong Kong, or that for any other reason such proceedings might more conveniently be carried on at Hong Kong, the Supreme Court may, of its own motion, or on the application of any party, make an Order transferring the proceedings to the Supreme Court of Hong Kong. 7. The Supreme Court shall enforce within the limits of this Order any Order or Decree made by the Supreme Court of Hong Kong in the course of any proceedings relating to a Hong Kong China Company, or for the winding up of any such Company. 8.-(1) The majority of the Directors of a China Company shall be British Subjects resident within the limits of this Order. (2) If at any time the proportion of Directors who are British Subjects resident within the limits of this Order falls to or below one-half, it shall be the duty of the Directors and also of the Shareholders of the Company to take within 30 days, or such further period as the Court may allow, all necessary steps for the appointment of such number of Directors who are British Subjects resident within the limits of this Order as may be necessary to comply with the provisions of this article. (3) If default is made in compliance with this article the Company shall be liable to a fine not exceeding 50 dollars for every day during which the default continues, and every Director and every Manager of the Company who knowingly authorises or permits the default shall be liable to the like penalty. (4) Failure to comply with the provisions of this article shall be a ground upon which an Order for winding up the Company may be made by the Court. 9. No person other than a British Subject shall be entitled to act as the auditor of a China Company. The appointment of any such person as the auditor of a China Company shall be void, and any certificate or other document given, or act done, by any person who is not a British Subject purporting to act as auditor of a China Company shall not be held to comply with any requirements of the Ordinance. 10. No person other than a British Subject shall be appointed to act within the limits of this Order as liquidator of a British Company or as a receiver or manager on behalf of the debenture-holders of the property of a British Company except with the sanction of the Court. 11. (1) All documents and other written information which a Company is required by the Ordinance to file with the Registrar of Companies shall, in the case of a China Company, be filed with the Registrar of Companies at Shanghai, and a copy of all such documents and other written information shall, in the case of a Hong Kong China Company, be filed with the Registrar of Companies at Shanghai. (2) If any Company to which this article applies fails to comply with its provisions, the Company and every Officer and Agent of the Company who is knowingly a party to the default shall be liable to a fine not exceeding 50 dollars for every day during which such default has continued. 12. The registered office of a China Company shall be situated within the limits of this Order. 13. (1) No shares shall be issued by a China Company except either as fully paid up shares or upon the term that the shares shall be paid up in full within a specified period not exceeding three months after allotment. (2) Shares issued by a China Company otherwise than as fully paid up shares shall be deemed to be issued upon the condition that if not paid for in full before the expiration of one week from the date upon which the final payment was due, they shall be forfeited by the Directors, and it shall be the duty of the Directors at the expiration of that period, to forfeit the said shares. Notice of the forfeiture of any such shares shall forthwith be given to the registered holder. Any shares so forfeited shall be deemed to be the property of the Company, and the Directors may sell, re-allot, or otherwise dispose of the same in such manner as they think fit. Certificates or other documents of title relating to shares forfeited under this article shall be returned to the Company. (3) Within one month of the expiration of the time allowed for the completion of the payment of all sums due upon the shares, the Secretary of the Company shall forward to the Registrar of Companies at Shanghai a return signed by the auditor of the Company giving particulars of the shares issued, of the amounts paid thereon, of the shares in respect of which default has been made in payment of sums due, and of the shares forfeited. (4) If shares are issued by a China Company on terms which fail to comply with the provisions of this article, or if other default is made in complying therewith, the Company, and every Director, Manager, Secretary, and other Officer, who is knowingly a party to such issue or default, shall be guilty of an offence, and shall be liable to a fine not exceeding 500 dollars for every day during which such offence continues. (5) Where on application made it is established to the satisfaction of the Court that there has been a failure to comply with the provisions of this article through inadvertence or accidental miscalculation or from some other reasonable cause, and not from any want of good faith, the Court may, if under all the circumstances it considers it just so to do, give relief from any forfeiture or penalty which has been incurred by the VOL. XXVII H Un |
