HONGKONG AND SHANGHAI BANK ORDINANCE, 1866
Title
HONGKONG AND SHANGHAI BANK ORDINANCE, 1866
Description
No. 2 of 1866.
Hongkong and Shanghai Bank
For the incorporation of the Hongkong and Shanghai Banking
Corporation. [14th August, 1866.]
WHEREAS several persons have agreed to form a joint stock com-
pany, under the name or style of 'The Hongkong and Shanghai
Banking Corporation,' for the purpose of carring on the business
of banking and of conducting all bussiness usually transacted by
bankers; AND WHEREAS, for the purpose of establishing and
carrying on the said undertaking, they have agreed that a capital
of 5,000,000 dollars, divided into 46,000 shares of 125 dollars
each, shall be raised in the first instance,with power to increase
such capital to the extent and in the manner hereinafter men-
tioned; AND WHEREAS the said several persons have for some
time been carrying on theof bankers as an unregistered
and un-incorporated company; AND WHEREAS, for the better
accomplishing and carrying into effect the objects and purposes
of the said company, they have applied to the Governor to grant
to them and all other the subscribers of such capital an Ordi-
nance of Incorporation,which the Governor has consented and
agreed to do, under and subject to the conditions, restrictions,
and provisions hereinafter contained:-
1.The Hongkong and Shanghai Bank Ordinance,1866.
[s.2,rep.No. 50 of 1911.]
3.Such and so many persons and bodies politic and corporate
as now are or may hereafter become proprietors of any share of
or in the capital of the company hereby established,shall be one
body politic and corporate,in name and in deed,by the name of
'The Hongkong and Shanghai Banking Corporation', (herein-
after called 'the company'),and by that name shall and may
sue and be sued in all Courts,whether of law or of equity,and
shall have perpetual succession,with a common seal,which may
be by them varied and changed at their pleasure.
4.-(1)The company is and shall be established for the purppose
of carrying on,under the management of a Court of Directors,the
business of banking in the Colony:Provided always that nothing
herein contained shall be deemed to restrict the company,with
the consent of the Commissioners of His Majesty's Treasury (such
consent being signified in writing under the hands of the said
Commissioners or any two of them),from establishing any branch
banks or any agencies for exchange,deposit,and remittance at
any place out of the Colony in conformity with the law fo such
place.
(2)The company shall continue incorporated and shall carry on
the business of banking under the provisions and conditions con-
tained in this Ordinance for a term of 21 years commencing from
14th August,1908.
5.-(1)The capital of the company shall consist of 5,000,000
dollars divided into 40,000 shares of 125 dollars each.
[remainder of s.5 and ss.6,7,8, and 9 rep.No.50 of 1911.]
10.Within 12 months from the date of this Ordinance the per-
sons who have subscribed for at least one-half of the said capital
of 5,000,000 dollars,shall,to the satisfaction of the Governor
(evidence by a notification or proclamation under the hand of
the Governor published in the Gazette),enhter into and execute
a deed of settlement (and so as each person so executing shall
hold at least 5 shares in the said capital), wbich deed of settlement
shall be filed with the Registrar of Companies within 12 months
from the date thereof, whereby provision shall be made for carry-
ing on the business of the company by a Court oF Directors to be
elected by the shareholders of the company, as by the said deed
may he provided, and whereby provision shall also be made for the
payment by the shareholders of all moneys to become due in respect
of the instalments on the shares taken by them, and also of such
further or other sums as are hereinafter provided, and in which
said deed shall be contained (in addition to all such further provi-
sions as may by the Governor he considered necessary and usual
in like cases for the management of the affairs of the company)
provisions for effectuating the following objects:-
1st. For holding general meetings of the company once at least
in every year at an appointed time and place; 2nd. For holding
extraordinary general meetings of the company on the requisition
of 9 or more shareholders, holding in the whole at least 2,000
shares in the company ; 3rd. For the management of the affairs
of the company and the election and qualification of the directors ;
4th. For the retirement of at least one-fourth of the directors of
the company yearly; 5th. For preventing the company from pur-
chasing any shares, or making advances of money, or securities for
money, to any person on the security of share in the company;
6th.For the publication, as may be directed in the said deed, of
the assets and liabilities of the company. of the arnounts of pro-
missory notes in circulation, and of the coin held in the establish-
ments of the company in the Colony or elsewhere ; 7th. For the
verification of such statements, an(i for the furnishing of such
further information as the Governor may require, respecting th6
state and proceediligs of the banking establishments of the com-
pany in the Colony or elsewhere; 8th. For the yearly audit of the
accounts of the company by two or more auditors, not baing direc-
tors at the time ; 9th. For the yearly communication of the audi-
tors' report, of a balance sheet, and of profit and loss accounts to
every shareholder ; and 10th. For file. appointment of managers,
or agents, or other officers to perform the duties of managers or
agents.
11. The provisions of this Ordinance, and the provisions in the
said deed of settlement or in any supplemental deed to be made
in pursuance thereof, or to be contained in any by-laws made in
pursuance of any such deed, shall be taken to be the existing rules
and regulations of the company, except so far as the same may
be repugnant to the laws of the Colony or of any ports, towns,
cities, or places where the company may carry on business,or to
the provisions of this Ordinance:Provided, nevertheless, that no
by-law or supplemental deed shall have any force or effect until the
same has been approved by the Governor and a certificate of such
approval has been given under his hand.
12.-(1) lt shall be lawful for the company to make, issue, and
circulate bills and notes of the company payable to bearer on
demand at the place of issue and in coin lawfully current at such
place, and to re-issue the same from the place at which the same
were originally issued.
(2) Without prejudice to the conditional privilege now possessed
by the company of issuing and re-issuing froin the head office a
limited number of notes oE smaller amount, subject to their un-
conditioiial withdrawal from circulation should the Government
decide to issue small notes of lower denomination than 5 dollars,
no such bills or note shall hereafter be issued for any other sum
than the sum of 5 dollars or some multiple of such sum, or other
equivalent amount.
(3) All such bills or notes issued in any colony or other place
from any establishment of the company,not being the principal
establishment of the company in such colony or place, shall be
made payable not only at the establishment from which the same
were issued but also at the principal establishment of the company,
in such colony or place.
(4)Nothing herein contained shall exempt the company, from
the operation of any laws restricting or regulating the issue of notes
in the colony or in any place outside the colony where the company
has banks or branch banks.
(5) The shareholders of the company shall be subject to un-
limited liability in respect of all or any such issues of bills or notes,
and in case the general assets of the company are in the event of
the company being wound tip, insufficient to satisfy the claims of
both the note-holders and the general creditors, then thee share
holders of the company, after satisfying the remaining demands
of the note-holders, shall be liable to contribute towards payment
of the debts of the general creditors a sum equal to the amount
received by the note-holders out, of the general assets of the
company.
(6) For the purposes of this section the expression 'the general
assets of the company' means the funds available for payment of
the general creditors as well as the note-holders.
13.-(1) The total amount of the bills and notes of the company
payable to bearer on demand actually in circulation shall not at any
time exceed the amount of the capital of the company actually paid
up,and there shall be kept by each establishment of the company
an amount of coin and bullion equal to one-third at least of such of
the said bills and notes as were issued from such establishment and
are for the time being in circulation.
2) The company shall at all times keep deposited, either with
the Crown Agents or with frustees to be appointed by the Secretary
of State, or party with such Crown Agents and partly with such
trustees, coin of denominations to be approved by the Secretary of
State, or securities to be so approved,or partly such coin and partly
such securities, equal to one-third of the total paid-up capital of the
company,namely ,10,000,000 dollars,such coin or security or such
coin and securities to be held by the Crown Agents or by the Said
trustees, separately or jointly, as special funds exclusively available
for the redemption of the bills and notes oayable to bearer on
demand issued by the company,and, in the event of the company
becoming insolvent, to be applied accordingly as far as may be
necessary, but without prejudice to the rights of the holders of such
bills and notes to rank with other creditors of the company against
the assets of the company.
(3) Notwithstanding the restriction imposed by sub-section (1)
of this section upon the total number of the bills and notes
of the company payable to bearer oil demand actually in circula-
tion, bills and notes of the, company payable to bearer on demand
may, until the 13th August, 1929, be issued and be in actual
circulation to an amount in excess of the capital of the company
actually paid up,if there has been specially deposited and is kept
in the custody of the Colonial Secretary and the Treasurer an
amount of coin, or bullion, or coin and buIlion equal to the whole
value of such excess issue for the time being actually in circulation,
to be held by the said Colony Secretary and Treasurer exclusively
for the redemption of such bills and notes, wherever he same may
have been issued: Provided nevertheless that nothing herein con-
tained shall exempt the company from the operation of any laws
restricting or regulating the issue of bills or notes in the Colony
or in any place outside the Colony where the company has banks
or branch banks.
14. The total amount of the debts and liabilities of the company
of what nature or kind soever shall not at any time exceed the
aggregate amount of the then existing bona fide assets and pro-
perty of the company and the sum for which its shareholders are
liable under the provisions herein contabied.
15. If at any time there is a suspenshn of payment of any of the
bill or notes of the company, it shall not be lawful for the com-
pany, during the ontinuance of such suspension of payment, to
make any fresh issue of bills or notes.
16. The company shall not discount, or in any manner advance
money upon, bills of exchange, promissory notes, or other negoti-
able paper in or upon which the name of any director or officer of
the company appears as drawer or acceptor, either on his individual
or separate account , or jointly with any partner, or otherwise than
as a director or officer of the company, to an amount exceeding one-
third of the amount of the sum for the time being under discount or
advanced by tbe company, nor shall any director be allowed to
obtain credit on his own personal guarantee.
17. It shall be lawful for the company, notwithstanding the
Statutes of Mortmain or any other statutes or laws to the contrary,
to purchase, hold, take and enjoy such houses, offices, lands, build-
ings, and hereditanients as may be thought necessary or proper for
the purpose of managing, conducting, and carrying on the affairs,
concerns, and business of the company, but not for the purpose
of speculation or any other purpose than as aforesaid, and so as,
no such houses,offices,lands, or buildings shall be more than the
yearly value of 30,000 dollars at the time of acquiring the same or
of such further yearly value as may be sanctioned by the Governor,
and to sell, convey, and dispose of the said property or any portion
or part thereof, when not wanted for the purposes of the said
business.
28.All person and bodies politic and corporate who are other-
wise competent shall be and are hereby authorised and em-
powered to grant,sell,alien,and convey in mortmaim unto and to
the use of the company any such houses,offices,lands,buildings,
and other hereditaments whatsoever as aforesaid.
19.-(1)It shall not be lawful for the company to make any
purchase of messuages,lands,or hereditamnets in the Colony or
elsewhere beyond the annual value of 30,000 dollars at the time
of acquiring the same,or of such further annual value as may be
sanctioned by the Governor.
(2)When any such purchase is made,the directors shall,within
3 months from the making and completing thereof,report the same
in writing to the Governor,stating the amount of the purchase
money and giving a description of the property so purchased,and
such other particulars relating thereto as may be required by the
Governor.
(3)In case any property so purchased is re-sold,the company
shall within 14 days give notice in writing to the Colonial Secretary
of such re-sale and of the price obtained for the same.
20.Except for the puroises aforesaid,it shall not lawful for the
company to invest,lay out,employ,advance,or embark any part
of its capital or funds in the purchase of any lands,houses,or other
real property,or in an trading or mercantile speculation or busi-
ness whatsoever (not usually considered as falling within the
ordinary and legimate purposes and operations of a banking
establishment),but it shall,nevertheless be lawful for the com-
pany to take and accept any lands,houses,or other real or
personal property in satisfaction,liquidatin,or payment of any
ddebt absolutely and bona fide previously due and owing to the
company,and also to take any mortgage or other lien or charge
on real or personal property as a security for any monrys actually
and bona fide previously due to the company or for which any
person may have rendered himself liable to the company,and to
hold such lands,houses,and other real and personal property
respectively for such reasonable time as may be necesary for selling
and disposing of and converting the same into money.
21.It shall be lawful for the company to sell,dispose of,and
convert into money any goods,wares,or meerchandise which may
be taken by it in satisfaction,liquidation,or payment of any debt,
and also to sell and convey any lands, houses, and other real pro-
party wbatsoever, goods,ware, or merchandise, which it may have
acquired in manner aforesaid.
22. It shall be lawful for the company, notwithstanding anything
contained in section 5 or in the deed of settlement, from time to time
to extend or increase its capital for the time being by the creation
and sale of new shares, so as the same is made with the consent of a
General (Extraordinary)Meeting of the shareholders to be special-
ly called for that purpose, and with the consent previously obtained
of the Governor, and under such conditions and provisions as he
may think fit, such consent being evidenced by a notification or
proclamation to that effect under the hand of the Governor and
published in the Gazette,and so as the total amount of the capital
of the company shall not exceed the sum of 20,000,000 dollars;
Provided that whenever and so often as any further capital is raised
then a notification or proclamation to that effect, under the hand
of the Governor, shall be published in the Gazette, and the present
capital of 10,000,000 dollars together witb such further capital shall
thenceforth be taken to be the fixed capital of the company, but
with power nevertheless further to increase such capital from time
to time as is herein provided : Provided always and it is hereby
expressly declared that, notwithstanding the provisions of section
13, nothing herein contained shall authorise or empower the com
pany to issue bills and notes payable to bearer on demand to an
amount exceedincy the sum of 10,000,000 dollars, being the amount
of the capital of the company actually paid up on 1st January,
1907, without first deposition and at all times keeping deposited
either with the Crown Agents or at the option of the company
with trustees to be appointed by the Secretary of State, or at the
like option partly with such Crown Agents and partly with such
trustees, coin of denominations to be approved by the Secretary
of State, or securities to be so approved, or partly such coin and
partly such securities, to an ainount equal in value to such increase
of capital, such coin or securities, or such coin and securities to be
held by the Crown Agents, or by the said trustees separately or
jointly as special funds cxclusively available for the redemphon
of such increased issue of bills and notes by the company payable
to bearer on deniand, and in the event of the company becoming
insolvent to be applied accordingly as far as may be necessary, but
without prejudice to the rights of the holders of such bills and notes
to rank with other creditors of the company against the assets of
the company.
[s. 23, No. 50 of 1911.]
24. The directors shall, if and whenever they may be required
to do so by the Governor, produce and submit to him, or to such
persons or officers as he may apoint for the purpose, for his or their
inspection and examination, the several accounts and statements
which by the said deed of settlement may be directed to be made
and furnished.
25. If the company becomes insolvent, every shareholder shall,
in addition to his liability for the amount of the issue of notes under
the provisions of section 12, be liable to contribute to the payment
of the debts, engagements, and liabilities of the company not only
such parts of the shares held by him as have not been thereto-
fore called for and paid up, but also such further sums of money,
not exceeding the amount of the shares so held by him as may bp
requisite and necessary to satisfy and the discharge the debts,engage-
ments, and liabilities of the company.
26. In the said deed of settlement,and in every transfer of any
shares in the company, due provision shall be made for the payment
by the shareholders of such amounts as aforesaid.
27. In the event of the insovency of the company,or of any
suspension in the payments of the company for the space of 60 days
in succession or for any number of days at intervals which amount
altogether to 60 days within any one year, or if the company has
not well and truly maintained, abided by, performed, and observed
all the rules, orders, provisions and directions contained herein and
in the said deed, then and in any of such cases it shall be lawful for
the Governor, with the advice of the Legislative Council by an
Ordinance to be passed for that purpose, to repeal this Ordinance
and declare that the incorporation hereby granted to the company
shall cease and determine and become absolutely void.
28.-(1)Subject as hereinafter mentioned,the company may
be wound up by the Supreme Court,and all the provisions of the
Companies Ordinance with respect to the winding-up of companies
registered thereunder shall apply to the company as if expressly
re-enacted in this Ordisance, save and except in such respects as
the same inay be altered or modified as hereafter mentioned or
provided for.
(2) The circumstances under which the company may be wound
up are as follows:-
(a) in the event of the company being dissolved, or ceasing to carry on
business, or carrying on business onlly for the purpose of
winding up its affairs ; or
(b) whenever the company is unable to pay its debts; or
(c) whenever the Court is of opinion that it is just and equitable that the
company should be wound up.
(3) The company shall be deemed unable to pay its debts--
(a) whenever a creditor to whom the company, is indebted, at
law or in equity, by assignment or otherwise, in a sum exceeding
300 dollars then due, has served on the company, by leaving the same
at the principal place of business of the company, or by delivering
to the manager or some director or principal officer of the company,
or by otherwise serving the same in such manner as the Court may
approve or direct, a demand under his hand requiring the company
to pay the sum so due, and the company has, for the space of 3
weeks succeeding the service of such demand, neglected to pay such
sum or to secure or compound for the same to the satisfaction of
the creditor ; or
(b) whenever execution or other process issued on a Judgment,
decree, or order obtained in any Court in favour of any creditor, at
law or in equity, in any proceeding instituted by such creditor
against the company,is returned unsatisfied in whole or in part ; or
(c) whenever it is proved, to the satisfaction of the Court, that
the company is unable to pay its debts.
29. On the determination of the term of 21 years mentioned in
section 4 (2) hereof the powers and privileges hereinbefore conferred
on the company shall cease, unless the Governor, with the advice
of the Legislative Council,declares to the contrary and by an
Ordinance to that effect authorises the company to continue in-
corporated under the aforesaid provisions for a further term of 10
years or for such period and under such provisions and conditions
as may be contained in the said Ordinance.
[s.30,rep.No.50 of 1911.]
Short title. Incorporation. Period of incorporation. Capital of company. Execution of deed of settlement, and filing thereof with Registrar of Companies. Rules and regulations. Power to issue bills and notes payable to bearer on demand, and conditions of such issue. Limit of amount of issue of bills and notes. Security required in respect of ordinary note issue. Excess note issue permitted under certain conditions. Limit of total debts and liabilities. Right of note issue suspended if payment suspended. Limit of accommodation to directors and officers. Power to hold lands and buildings, subject to certain restrictions. Power to convey lands in mortmain to company. Notification of purchase and re-sale of lands. Prohibition against purchase of other lands and against trading, but with power to accept land and personal property as security for moneys owing. Power to sell and convert property taken as security. Power to increase capital under certain conditions. Production of accounts and statements. Liability of shareholders for debts of company in case of insolvency. Provisions to be included in deed and in transfers. Provisions for repeal of the Ordinance on happening of certain events. Winding-up of company. [cf. No. 58 of 1911.] Power to extend period of incorporation.
Hongkong and Shanghai Bank
For the incorporation of the Hongkong and Shanghai Banking
Corporation. [14th August, 1866.]
WHEREAS several persons have agreed to form a joint stock com-
pany, under the name or style of 'The Hongkong and Shanghai
Banking Corporation,' for the purpose of carring on the business
of banking and of conducting all bussiness usually transacted by
bankers; AND WHEREAS, for the purpose of establishing and
carrying on the said undertaking, they have agreed that a capital
of 5,000,000 dollars, divided into 46,000 shares of 125 dollars
each, shall be raised in the first instance,with power to increase
such capital to the extent and in the manner hereinafter men-
tioned; AND WHEREAS the said several persons have for some
time been carrying on theof bankers as an unregistered
and un-incorporated company; AND WHEREAS, for the better
accomplishing and carrying into effect the objects and purposes
of the said company, they have applied to the Governor to grant
to them and all other the subscribers of such capital an Ordi-
nance of Incorporation,which the Governor has consented and
agreed to do, under and subject to the conditions, restrictions,
and provisions hereinafter contained:-
1.The Hongkong and Shanghai Bank Ordinance,1866.
[s.2,rep.No. 50 of 1911.]
3.Such and so many persons and bodies politic and corporate
as now are or may hereafter become proprietors of any share of
or in the capital of the company hereby established,shall be one
body politic and corporate,in name and in deed,by the name of
'The Hongkong and Shanghai Banking Corporation', (herein-
after called 'the company'),and by that name shall and may
sue and be sued in all Courts,whether of law or of equity,and
shall have perpetual succession,with a common seal,which may
be by them varied and changed at their pleasure.
4.-(1)The company is and shall be established for the purppose
of carrying on,under the management of a Court of Directors,the
business of banking in the Colony:Provided always that nothing
herein contained shall be deemed to restrict the company,with
the consent of the Commissioners of His Majesty's Treasury (such
consent being signified in writing under the hands of the said
Commissioners or any two of them),from establishing any branch
banks or any agencies for exchange,deposit,and remittance at
any place out of the Colony in conformity with the law fo such
place.
(2)The company shall continue incorporated and shall carry on
the business of banking under the provisions and conditions con-
tained in this Ordinance for a term of 21 years commencing from
14th August,1908.
5.-(1)The capital of the company shall consist of 5,000,000
dollars divided into 40,000 shares of 125 dollars each.
[remainder of s.5 and ss.6,7,8, and 9 rep.No.50 of 1911.]
10.Within 12 months from the date of this Ordinance the per-
sons who have subscribed for at least one-half of the said capital
of 5,000,000 dollars,shall,to the satisfaction of the Governor
(evidence by a notification or proclamation under the hand of
the Governor published in the Gazette),enhter into and execute
a deed of settlement (and so as each person so executing shall
hold at least 5 shares in the said capital), wbich deed of settlement
shall be filed with the Registrar of Companies within 12 months
from the date thereof, whereby provision shall be made for carry-
ing on the business of the company by a Court oF Directors to be
elected by the shareholders of the company, as by the said deed
may he provided, and whereby provision shall also be made for the
payment by the shareholders of all moneys to become due in respect
of the instalments on the shares taken by them, and also of such
further or other sums as are hereinafter provided, and in which
said deed shall be contained (in addition to all such further provi-
sions as may by the Governor he considered necessary and usual
in like cases for the management of the affairs of the company)
provisions for effectuating the following objects:-
1st. For holding general meetings of the company once at least
in every year at an appointed time and place; 2nd. For holding
extraordinary general meetings of the company on the requisition
of 9 or more shareholders, holding in the whole at least 2,000
shares in the company ; 3rd. For the management of the affairs
of the company and the election and qualification of the directors ;
4th. For the retirement of at least one-fourth of the directors of
the company yearly; 5th. For preventing the company from pur-
chasing any shares, or making advances of money, or securities for
money, to any person on the security of share in the company;
6th.For the publication, as may be directed in the said deed, of
the assets and liabilities of the company. of the arnounts of pro-
missory notes in circulation, and of the coin held in the establish-
ments of the company in the Colony or elsewhere ; 7th. For the
verification of such statements, an(i for the furnishing of such
further information as the Governor may require, respecting th6
state and proceediligs of the banking establishments of the com-
pany in the Colony or elsewhere; 8th. For the yearly audit of the
accounts of the company by two or more auditors, not baing direc-
tors at the time ; 9th. For the yearly communication of the audi-
tors' report, of a balance sheet, and of profit and loss accounts to
every shareholder ; and 10th. For file. appointment of managers,
or agents, or other officers to perform the duties of managers or
agents.
11. The provisions of this Ordinance, and the provisions in the
said deed of settlement or in any supplemental deed to be made
in pursuance thereof, or to be contained in any by-laws made in
pursuance of any such deed, shall be taken to be the existing rules
and regulations of the company, except so far as the same may
be repugnant to the laws of the Colony or of any ports, towns,
cities, or places where the company may carry on business,or to
the provisions of this Ordinance:Provided, nevertheless, that no
by-law or supplemental deed shall have any force or effect until the
same has been approved by the Governor and a certificate of such
approval has been given under his hand.
12.-(1) lt shall be lawful for the company to make, issue, and
circulate bills and notes of the company payable to bearer on
demand at the place of issue and in coin lawfully current at such
place, and to re-issue the same from the place at which the same
were originally issued.
(2) Without prejudice to the conditional privilege now possessed
by the company of issuing and re-issuing froin the head office a
limited number of notes oE smaller amount, subject to their un-
conditioiial withdrawal from circulation should the Government
decide to issue small notes of lower denomination than 5 dollars,
no such bills or note shall hereafter be issued for any other sum
than the sum of 5 dollars or some multiple of such sum, or other
equivalent amount.
(3) All such bills or notes issued in any colony or other place
from any establishment of the company,not being the principal
establishment of the company in such colony or place, shall be
made payable not only at the establishment from which the same
were issued but also at the principal establishment of the company,
in such colony or place.
(4)Nothing herein contained shall exempt the company, from
the operation of any laws restricting or regulating the issue of notes
in the colony or in any place outside the colony where the company
has banks or branch banks.
(5) The shareholders of the company shall be subject to un-
limited liability in respect of all or any such issues of bills or notes,
and in case the general assets of the company are in the event of
the company being wound tip, insufficient to satisfy the claims of
both the note-holders and the general creditors, then thee share
holders of the company, after satisfying the remaining demands
of the note-holders, shall be liable to contribute towards payment
of the debts of the general creditors a sum equal to the amount
received by the note-holders out, of the general assets of the
company.
(6) For the purposes of this section the expression 'the general
assets of the company' means the funds available for payment of
the general creditors as well as the note-holders.
13.-(1) The total amount of the bills and notes of the company
payable to bearer on demand actually in circulation shall not at any
time exceed the amount of the capital of the company actually paid
up,and there shall be kept by each establishment of the company
an amount of coin and bullion equal to one-third at least of such of
the said bills and notes as were issued from such establishment and
are for the time being in circulation.
2) The company shall at all times keep deposited, either with
the Crown Agents or with frustees to be appointed by the Secretary
of State, or party with such Crown Agents and partly with such
trustees, coin of denominations to be approved by the Secretary of
State, or securities to be so approved,or partly such coin and partly
such securities, equal to one-third of the total paid-up capital of the
company,namely ,10,000,000 dollars,such coin or security or such
coin and securities to be held by the Crown Agents or by the Said
trustees, separately or jointly, as special funds exclusively available
for the redemption of the bills and notes oayable to bearer on
demand issued by the company,and, in the event of the company
becoming insolvent, to be applied accordingly as far as may be
necessary, but without prejudice to the rights of the holders of such
bills and notes to rank with other creditors of the company against
the assets of the company.
(3) Notwithstanding the restriction imposed by sub-section (1)
of this section upon the total number of the bills and notes
of the company payable to bearer oil demand actually in circula-
tion, bills and notes of the, company payable to bearer on demand
may, until the 13th August, 1929, be issued and be in actual
circulation to an amount in excess of the capital of the company
actually paid up,if there has been specially deposited and is kept
in the custody of the Colonial Secretary and the Treasurer an
amount of coin, or bullion, or coin and buIlion equal to the whole
value of such excess issue for the time being actually in circulation,
to be held by the said Colony Secretary and Treasurer exclusively
for the redemption of such bills and notes, wherever he same may
have been issued: Provided nevertheless that nothing herein con-
tained shall exempt the company from the operation of any laws
restricting or regulating the issue of bills or notes in the Colony
or in any place outside the Colony where the company has banks
or branch banks.
14. The total amount of the debts and liabilities of the company
of what nature or kind soever shall not at any time exceed the
aggregate amount of the then existing bona fide assets and pro-
perty of the company and the sum for which its shareholders are
liable under the provisions herein contabied.
15. If at any time there is a suspenshn of payment of any of the
bill or notes of the company, it shall not be lawful for the com-
pany, during the ontinuance of such suspension of payment, to
make any fresh issue of bills or notes.
16. The company shall not discount, or in any manner advance
money upon, bills of exchange, promissory notes, or other negoti-
able paper in or upon which the name of any director or officer of
the company appears as drawer or acceptor, either on his individual
or separate account , or jointly with any partner, or otherwise than
as a director or officer of the company, to an amount exceeding one-
third of the amount of the sum for the time being under discount or
advanced by tbe company, nor shall any director be allowed to
obtain credit on his own personal guarantee.
17. It shall be lawful for the company, notwithstanding the
Statutes of Mortmain or any other statutes or laws to the contrary,
to purchase, hold, take and enjoy such houses, offices, lands, build-
ings, and hereditanients as may be thought necessary or proper for
the purpose of managing, conducting, and carrying on the affairs,
concerns, and business of the company, but not for the purpose
of speculation or any other purpose than as aforesaid, and so as,
no such houses,offices,lands, or buildings shall be more than the
yearly value of 30,000 dollars at the time of acquiring the same or
of such further yearly value as may be sanctioned by the Governor,
and to sell, convey, and dispose of the said property or any portion
or part thereof, when not wanted for the purposes of the said
business.
28.All person and bodies politic and corporate who are other-
wise competent shall be and are hereby authorised and em-
powered to grant,sell,alien,and convey in mortmaim unto and to
the use of the company any such houses,offices,lands,buildings,
and other hereditaments whatsoever as aforesaid.
19.-(1)It shall not be lawful for the company to make any
purchase of messuages,lands,or hereditamnets in the Colony or
elsewhere beyond the annual value of 30,000 dollars at the time
of acquiring the same,or of such further annual value as may be
sanctioned by the Governor.
(2)When any such purchase is made,the directors shall,within
3 months from the making and completing thereof,report the same
in writing to the Governor,stating the amount of the purchase
money and giving a description of the property so purchased,and
such other particulars relating thereto as may be required by the
Governor.
(3)In case any property so purchased is re-sold,the company
shall within 14 days give notice in writing to the Colonial Secretary
of such re-sale and of the price obtained for the same.
20.Except for the puroises aforesaid,it shall not lawful for the
company to invest,lay out,employ,advance,or embark any part
of its capital or funds in the purchase of any lands,houses,or other
real property,or in an trading or mercantile speculation or busi-
ness whatsoever (not usually considered as falling within the
ordinary and legimate purposes and operations of a banking
establishment),but it shall,nevertheless be lawful for the com-
pany to take and accept any lands,houses,or other real or
personal property in satisfaction,liquidatin,or payment of any
ddebt absolutely and bona fide previously due and owing to the
company,and also to take any mortgage or other lien or charge
on real or personal property as a security for any monrys actually
and bona fide previously due to the company or for which any
person may have rendered himself liable to the company,and to
hold such lands,houses,and other real and personal property
respectively for such reasonable time as may be necesary for selling
and disposing of and converting the same into money.
21.It shall be lawful for the company to sell,dispose of,and
convert into money any goods,wares,or meerchandise which may
be taken by it in satisfaction,liquidation,or payment of any debt,
and also to sell and convey any lands, houses, and other real pro-
party wbatsoever, goods,ware, or merchandise, which it may have
acquired in manner aforesaid.
22. It shall be lawful for the company, notwithstanding anything
contained in section 5 or in the deed of settlement, from time to time
to extend or increase its capital for the time being by the creation
and sale of new shares, so as the same is made with the consent of a
General (Extraordinary)Meeting of the shareholders to be special-
ly called for that purpose, and with the consent previously obtained
of the Governor, and under such conditions and provisions as he
may think fit, such consent being evidenced by a notification or
proclamation to that effect under the hand of the Governor and
published in the Gazette,and so as the total amount of the capital
of the company shall not exceed the sum of 20,000,000 dollars;
Provided that whenever and so often as any further capital is raised
then a notification or proclamation to that effect, under the hand
of the Governor, shall be published in the Gazette, and the present
capital of 10,000,000 dollars together witb such further capital shall
thenceforth be taken to be the fixed capital of the company, but
with power nevertheless further to increase such capital from time
to time as is herein provided : Provided always and it is hereby
expressly declared that, notwithstanding the provisions of section
13, nothing herein contained shall authorise or empower the com
pany to issue bills and notes payable to bearer on demand to an
amount exceedincy the sum of 10,000,000 dollars, being the amount
of the capital of the company actually paid up on 1st January,
1907, without first deposition and at all times keeping deposited
either with the Crown Agents or at the option of the company
with trustees to be appointed by the Secretary of State, or at the
like option partly with such Crown Agents and partly with such
trustees, coin of denominations to be approved by the Secretary
of State, or securities to be so approved, or partly such coin and
partly such securities, to an ainount equal in value to such increase
of capital, such coin or securities, or such coin and securities to be
held by the Crown Agents, or by the said trustees separately or
jointly as special funds cxclusively available for the redemphon
of such increased issue of bills and notes by the company payable
to bearer on deniand, and in the event of the company becoming
insolvent to be applied accordingly as far as may be necessary, but
without prejudice to the rights of the holders of such bills and notes
to rank with other creditors of the company against the assets of
the company.
[s. 23, No. 50 of 1911.]
24. The directors shall, if and whenever they may be required
to do so by the Governor, produce and submit to him, or to such
persons or officers as he may apoint for the purpose, for his or their
inspection and examination, the several accounts and statements
which by the said deed of settlement may be directed to be made
and furnished.
25. If the company becomes insolvent, every shareholder shall,
in addition to his liability for the amount of the issue of notes under
the provisions of section 12, be liable to contribute to the payment
of the debts, engagements, and liabilities of the company not only
such parts of the shares held by him as have not been thereto-
fore called for and paid up, but also such further sums of money,
not exceeding the amount of the shares so held by him as may bp
requisite and necessary to satisfy and the discharge the debts,engage-
ments, and liabilities of the company.
26. In the said deed of settlement,and in every transfer of any
shares in the company, due provision shall be made for the payment
by the shareholders of such amounts as aforesaid.
27. In the event of the insovency of the company,or of any
suspension in the payments of the company for the space of 60 days
in succession or for any number of days at intervals which amount
altogether to 60 days within any one year, or if the company has
not well and truly maintained, abided by, performed, and observed
all the rules, orders, provisions and directions contained herein and
in the said deed, then and in any of such cases it shall be lawful for
the Governor, with the advice of the Legislative Council by an
Ordinance to be passed for that purpose, to repeal this Ordinance
and declare that the incorporation hereby granted to the company
shall cease and determine and become absolutely void.
28.-(1)Subject as hereinafter mentioned,the company may
be wound up by the Supreme Court,and all the provisions of the
Companies Ordinance with respect to the winding-up of companies
registered thereunder shall apply to the company as if expressly
re-enacted in this Ordisance, save and except in such respects as
the same inay be altered or modified as hereafter mentioned or
provided for.
(2) The circumstances under which the company may be wound
up are as follows:-
(a) in the event of the company being dissolved, or ceasing to carry on
business, or carrying on business onlly for the purpose of
winding up its affairs ; or
(b) whenever the company is unable to pay its debts; or
(c) whenever the Court is of opinion that it is just and equitable that the
company should be wound up.
(3) The company shall be deemed unable to pay its debts--
(a) whenever a creditor to whom the company, is indebted, at
law or in equity, by assignment or otherwise, in a sum exceeding
300 dollars then due, has served on the company, by leaving the same
at the principal place of business of the company, or by delivering
to the manager or some director or principal officer of the company,
or by otherwise serving the same in such manner as the Court may
approve or direct, a demand under his hand requiring the company
to pay the sum so due, and the company has, for the space of 3
weeks succeeding the service of such demand, neglected to pay such
sum or to secure or compound for the same to the satisfaction of
the creditor ; or
(b) whenever execution or other process issued on a Judgment,
decree, or order obtained in any Court in favour of any creditor, at
law or in equity, in any proceeding instituted by such creditor
against the company,is returned unsatisfied in whole or in part ; or
(c) whenever it is proved, to the satisfaction of the Court, that
the company is unable to pay its debts.
29. On the determination of the term of 21 years mentioned in
section 4 (2) hereof the powers and privileges hereinbefore conferred
on the company shall cease, unless the Governor, with the advice
of the Legislative Council,declares to the contrary and by an
Ordinance to that effect authorises the company to continue in-
corporated under the aforesaid provisions for a further term of 10
years or for such period and under such provisions and conditions
as may be contained in the said Ordinance.
[s.30,rep.No.50 of 1911.]
Short title. Incorporation. Period of incorporation. Capital of company. Execution of deed of settlement, and filing thereof with Registrar of Companies. Rules and regulations. Power to issue bills and notes payable to bearer on demand, and conditions of such issue. Limit of amount of issue of bills and notes. Security required in respect of ordinary note issue. Excess note issue permitted under certain conditions. Limit of total debts and liabilities. Right of note issue suspended if payment suspended. Limit of accommodation to directors and officers. Power to hold lands and buildings, subject to certain restrictions. Power to convey lands in mortmain to company. Notification of purchase and re-sale of lands. Prohibition against purchase of other lands and against trading, but with power to accept land and personal property as security for moneys owing. Power to sell and convert property taken as security. Power to increase capital under certain conditions. Production of accounts and statements. Liability of shareholders for debts of company in case of insolvency. Provisions to be included in deed and in transfers. Provisions for repeal of the Ordinance on happening of certain events. Winding-up of company. [cf. No. 58 of 1911.] Power to extend period of incorporation.
Abstract
Short title. Incorporation. Period of incorporation. Capital of company. Execution of deed of settlement, and filing thereof with Registrar of Companies. Rules and regulations. Power to issue bills and notes payable to bearer on demand, and conditions of such issue. Limit of amount of issue of bills and notes. Security required in respect of ordinary note issue. Excess note issue permitted under certain conditions. Limit of total debts and liabilities. Right of note issue suspended if payment suspended. Limit of accommodation to directors and officers. Power to hold lands and buildings, subject to certain restrictions. Power to convey lands in mortmain to company. Notification of purchase and re-sale of lands. Prohibition against purchase of other lands and against trading, but with power to accept land and personal property as security for moneys owing. Power to sell and convert property taken as security. Power to increase capital under certain conditions. Production of accounts and statements. Liability of shareholders for debts of company in case of insolvency. Provisions to be included in deed and in transfers. Provisions for repeal of the Ordinance on happening of certain events. Winding-up of company. [cf. No. 58 of 1911.] Power to extend period of incorporation.
Identifier
https://oelawhk.lib.hku.hk/items/show/780
Edition
1912
Volume
v1
Subsequent Cap No.
70
Cap / Ordinance No.
No. 2 of 1866
Number of Pages
11
Files
Collection
Historical Laws of Hong Kong Online
Citation
“HONGKONG AND SHANGHAI BANK ORDINANCE, 1866,” Historical Laws of Hong Kong Online, accessed October 16, 2025, https://oelawhk.lib.hku.hk/items/show/780.
