An Ordinance to provide for the deemed transfer to and vesting in The Christian and Missionary Alliance, a Colorado corporation, of all immovable property in Hong Kong of The Christian and Missionary Alliance, a New York corporation; and for other related purposes.
[5 May 1992]
(Format changes—E.R. 4 of 2022)
The Christian and Missionary Alliance was prior to the merger hereinafter mentioned a non-profit making religious corporation organized under the Laws of the State of New York having its national office in New York, the United States of America (hereinafter called CMA, New York);
in accordance with the relevant provisions in Colorado Revised Statutes, Laws of the State of Colorado and effective from 5 May 1992, CMA, New York was merged with a newly formed Colorado corporation, The Christian and Missionary Alliance of Colorado (Colorado Non-profit Corporation) with the latter as the survivor after the merger;
simultaneously with the said merger the name of The Christian and Missionary Alliance of Colorado (Colorado Non-profit Corporation) was changed to The Christian and Missionary Alliance (hereinafter called CMA, Colorado);
prior to the said merger, CMA, New York was the registered owner of certain immovable property in Hong Kong, whether as sole owner or as co-owner with others; or otherwise had a beneficial interest in the same or holding the same in a fiduciary capacity;
it is expedient to deem the transfer to and vesting in CMA, Colorado of all immovable property in Hong Kong of CMA, New York.
(Enacting provision omitted—E.R. 4 of 2022)
This Ordinance may be cited as The Christian and Missionary Alliance (Transfer of Hong Kong Immovable Property) Ordinance.
This Ordinance shall have retrospective effect and shall be deemed to have come into operation and become effective for all purposes on 5 May 1992.
In this Ordinance, unless the context otherwise requires—
CMA, Colorado (科羅拉多宣道會) means The Christian and Missionary Alliance, a non-profit corporation organized and existing under the Laws of the State of Colorado in the United States of America with its national office in Colorado; CMA, New York (紐約宣道會) means The Christian and Missionary Alliance, a non-profit corporation previously organized and existed under the Laws of the State of New York in the United States of America; effective day (生效日期) means 5 May 1992; immovable property (不動產) means land in Hong Kong whether covered by water or not, any estate, right, interest or easement in or over such land (whether legal or equitable, present or future, actual or contingent), the whole or part of an undivided share in land and things attached to such land or permanently fastened to anything attached to such land and all liabilities, if any, pertaining thereto.Any reference in this Ordinance to the immovable property of CMA, New York is a reference to the immovable property situated in Hong Kong to which CMA, New York was immediately prior to the said merger entitled (whether beneficially or in any fiduciary capacity) wherever in Hong Kong such immovable property is situated.
Any body politic or corporate and any other person or persons whose rights are affected by any of the provisions of this Ordinance shall be deemed to be mentioned herein.
On the effective day, the immovable property of CMA, New York shall be deemed for the purpose of Hong Kong law to have been transferred to, and vested in, CMA, Colorado to the intent and effect that CMA, Colorado shall succeed to the immovable property of CMA, New York as if in all respects CMA, Colorado were the same person in law as CMA, New York.
Without prejudice to the generality of section 3—
any immovable property deemed to have been transferred to and vested in CMA, Colorado by virtue of this Ordinance which immediately before the effective day was held by CMA, New York, whether alone or jointly as co-owner with any other person or persons, as trustee or custodian trustee of any trust deed, settlement, covenant, agreement or will (whether originally so appointed or not, and whether appointed under hand or seal, or by order of any court), or as executor of the will, or administrator of the estate, of a deceased person or as judicial trustee appointed by order of any court, or in any other fiduciary capacity, shall, on and from the effective day, be held by CMA, Colorado alone or, as the case may be, jointly as co-owner with such other person or persons, in the same capacity upon the trusts, and with and subject to the powers, provisions and liabilities, applicable thereto respectively;
any existing instrument or order of any court under or by virtue of which any immovable property became vested in CMA, New York in any such fiduciary capacity as is referred to in paragraph (a) (including in the case of a will any grant of probate thereof), and any provision in such instrument or order, or any existing contract or arrangement, for the payment to, or retention by, CMA, New York of remuneration for its services in any such fiduciary capacity, shall, on and from the effective day, be construed and have effect, so far as the context permits, as if for any reference therein to CMA, New York there were substituted a reference to CMA, Colorado; and
no testamentary gift shall be adeemed by reason only of the operation of any of the provisions of this Ordinance.
Without prejudice to the generality of the foregoing provisions but subject to any provision of this Ordinance to the contrary effect, every contract or instrument relating to any of the immovable property to which CMA, New York is a party (whether in writing or not) shall have effect on and from the effective day as if—
CMA, Colorado had been a party thereto instead of CMA, New York;
for any reference (however worded and whether express or implied) to CMA, New York there were substituted, as respects anything done or to be done on or after the effective day, a reference to CMA, Colorado; and;
any reference (however worded and whether express or implied) to the president or to any president, director, secretary, lawful attorney, officer or employee of CMA, New York was, as respects anything done or to be done on or after the effective day, a reference to the president of CMA, Colorado or, as the case may require, to such president, director, secretary, lawful attorney, officer or employee of CMA, Colorado as CMA, Colorado may appoint for that purpose or, in default of appointment, to the president, director, secretary, lawful attorney, officer or employee of CMA, Colorado who corresponds as nearly as may be to the first-mentioned president, director, secretary, lawful attorney, officer or employee.
All title deeds and other documents which would, before the effective day, have been evidence in respect of the immovable property or any part thereof for or against CMA, New York shall be admissible in evidence in respect of the same matter for or against CMA, Colorado.
The production of a Government Printer’s copy of this Ordinance shall, for all purposes, be conclusive evidence of the vesting of any of the immovable property of CMA, New York in CMA, Colorado in accordance with the provisions of this Ordinance.
Without prejudice to the generality of subsection (1)—
any document made or executed on or after the effective day, whereby CMA, Colorado or CMA, New York, whether alone or jointly with any other person, conveys or transfers, or purports to convey or transfer, to any person (whether for consideration or not), or applies to be registered as the owner of, any of the immovable property held by CMA, New York immediately before the effective day, whether alone or jointly with any other person, shall be sufficient evidence that the interest of CMA, New York in that property is deemed to be vested in CMA, Colorado under this Ordinance;
where there is any other transaction or purported transaction by CMA, Colorado or CMA, New York on or after the effective day in connection with, or in relation to any of the immovable property held by CMA, New York immediately before that day, it shall be deemed in favour of any other party to the transaction, or any person claiming through or under him, that CMA, Colorado has full power and authority for that transaction as if the relevant property or properties in question were deemed to be vested in it under this Ordinance; and
The deemed vesting in CMA, Colorado of an interest in immovable property by virtue of this Ordinance shall not—
constitute a purchase conveyance or creation of that interest for the purposes of section 4(1) or 27(1) of the Stamp Duty Ordinance (Cap. 117); or (Amended 16 of 2004 s. 16)
constitute an assignment, transfer, devolution, parting with possession, dealing with or other disposition of that interest for the purposes of any provision contained in any instrument concerning that interest; or
give rise to any forfeiture; or
invalidate or discharge any contract or security; or
operate so as to merge any leasehold interest in the reversion expectant on it.
Nothing in this Ordinance shall affect or be deemed to affect the rights of the Central Authorities or the Government of the Hong Kong Special Administrative Region under the Basic Law and other laws, or the rights of any body politic or corporate or of any other persons except such as are mentioned in this Ordinance and those claiming by, from or under them.
(Amended 4 of 2000 s. 3)