Hong Kong Ordinances

THE LEGISLATIVE COUNCIL COMMISSION ORDINANCE - SECT 22

Dissolution of Company and transfer of property, etc.

(Past version on 30/06/1997).

Amendments retroactively made - see 25 of 1998 s. 2

(1) Notwithstanding-

   (a)  any provisions in the memorandum of association or articles of
        association of the Company governing the winding up or dissolution of
        the Company; and

   (b)  the provisions of any other Ordinance, the Company shall, on the
        commencement of this Ordinance, be deemed to be dissolved under
        section 291A(1) of the Companies Ordinance ( Cap 32) as if, on that
        commencement, the Court of First Instance had made an order under that
        section that the Company be struck off the register of companies and
        dissolved and, accordingly, the Registrar of Companies shall as soon
        as practicable after that commencement strike the Company off the
        register. (Amended 25 of 1998 s. 2)

(2) For the avoidance of doubt, it is hereby declared that-

   (a)  section 291A(2) of the Companies Ordinance ( Cap 32) shall not apply;

   (b)  section 291B of that Ordinance shall apply, to the Company.

(3) All property, whether movable (including choses in action) or immovable,
which immediately before the commencement of this Ordinance was vested in or
belonged to or was held in trust or subject to conditions for the Company and
all rights, powers and privileges relating to or connected with any such
property, shall on the commencement of this Ordinance, without any conveyance
or assignment, be transferred to and vested in or become the property of, or
property held in trust or subject to conditions for, the Commission.

(4) All property transferred by this section which immediately before the
commencement of this Ordinance was standing in the books of any bank or was
registered in the books of any bank, corporation or company in the name of the
Company shall, upon the request of the Commission made at any time on or after
the commencement of this Ordinance, be transferred in those books by the bank,
corporation or company into the name of the Commission.

(5) Every chose in action transferred by this section may, on or after the
commencement of this Ordinance, be sued upon, recovered, or enforced by the
Commission in its own name and it shall not be necessary for the Commission to
give notice to the person bound by any such chose in action of the transfer
effected by this section.

(6) Every debt or other liability (including unliquidated liabilities arising
from torts or breaches of a contract) which immediately before the
commencement of this Ordinance is owing and unpaid or has been incurred and is
undischarged by the Company shall, on such commencement, become and be the
debt or liability of the Commission and shall be paid or discharged by and may
be recovered from and shall be enforceable against the Commission accordingly.

(7) Every contract which was entered into and is in force immediately before
the commencement of this Ordinance between the Company and any person shall
continue in force on and after such commencement, but it shall be construed
and have effect as if the Commission were substituted therein for the Company
and shall be enforceable by or against the Commission accordingly.

(8) All documents or instruments existing immediately before the commencement
of this Ordinance to which the Company was a party or in which any reference
was made to the Company shall be construed and have effect on and from such
commencement as if-

   (a)  the Commission had been a party thereto instead of the Company;

   (b)  for any reference (whether express or implied) to the Company there
        were substituted, as respects anything falling to be done on or after
        such commencement, a reference to the Commission.

(9) Where, immediately before the commencement of this Ordinance, any legal
proceedings to which the Company is a party are pending, the name of the
Commission shall be substituted for that of the Company and the proceedings
shall not abate by reason of such substitution.

(10) The Stamp Duty Ordinance ( Cap 117) shall not apply to the vesting in the
Commission of property or rights transferred by this section. (Enacted 1994)