1933

THE CHINA (COMPANIES) ORDER IN COUNCIL, 1915 ]4»
(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 know¬
ingly a party to the default shall be liable to a fine hot 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 applicant, or to which he is, or may be, liable upon such terms as it
may think fit.
(6) The provisions of this Article shall only apply to shares issued by a China
Company after the date when this Order comes into effect:
14. —(1) No China Company limited by guarantee shall be allowed to operate in
China without the consent of the Minister.
(2) As a condition of this consent the Minister may require that no persons
other than a British Subject shall be a Member of the Company, or that any Member
of the Company who is not a British Subject shall deposit in Court or give security
for or conform to such arrangement as the Minister shall think fit, for ensuring the
payment of the amount for which he would be liable under the guarantee.
(3) If any China Company limited by guarantee operates in China without the
consent of the Minister, or if any terms imposed by him as a condition of his
consent are not complied with, the Company and every Director, or Manager, Secre¬
tary, and other Officer, who is knowingly a party thereto, 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.