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香港新会社条例(第622章) 1~100条

1-100 101-200 201-300 301-400 401-500 501-600 601-700 701-800 801-900 901-921 Schedule

Chapter:

622

Companies Ordinance

Gazette Number

Version Date

An Ordinance to reform and modernize Hong Kong company law, to restate part of the enactments relating to companies, to make other provision relating to companies, and to provide for incidental and connected matters.

Part:1

Preliminary

Division:1

Short Title and Commencement

Section:

1

Short title and commencement

(1) This Ordinance may be cited as the Companies Ordinance.

(2) This Ordinance comes into operation on a day to be appointed by the Secretary for Financial Services and the Treasury by notice published in the Gazette.

Division:2

Interpretation of this Ordinance: General

Section:

2

Interpretation

(1) In this Ordinance
accounting transaction (會計交易) , in relation to a company, means a transaction that is required by section 373 to be entered in the company's accounting records, excluding a transaction arising from the payment of any fee
that the company is required by an Ordinance to pay;
articles (章程細則) , in relation to a company, means the articles of association of the company;

Note

Please also see section 98. A condition of an existing companys memorandum of association is to be regarded as a provision of the companys articles.

associated company (有聯繫公司) , in relation to a body corporate, means
  (a) a subsidiary of the body corporate;
  (b) a holding company of the body corporate; or
  (c) a subsidiary of such a holding company;
body corporate (法人團體)
  (a) includes
    (i) a company; and
    (ii) a company incorporated outside Hong Kong; but
  (b) excludes a corporation sole;
certified public accountant (practising) (執業會計師) has the meaning given by section 2(1) of the Professional Accountants Ordinance (Cap 50);
commencement date (生效日期) , in relation to any provision of this Ordinance, means the date on which that provision comes into operation;
Companies Register (公司登記冊) means the records kept under section 27;
company (公司) means
  (a) a company formed and registered under this Ordinance; or
  (b) an existing company;
company secretary (公司秘書) includes any person occupying the position of company secretary (by whatever name called);
contributory (分擔人), in relation to a company, means a person liable to contribute to the assets of the company in the event of its being wound up;
Court means the Court of First Instance;
court (法院) means a court of competent jurisdiction of the Hong Kong Special Administrative Region and includes a magistrate;
debenture (債權證), in relation to a company, includes debenture stock, bonds and any other debt securities of the company, whether or not constituting a charge on the assets of the company;
director (董事) includes any person occupying the position of director (by whatever name called);
document (文件) includes
  (a) a summons, notice, order and any other legal process; and
  (b) a register;
electronic record (電子紀錄) means a record generated in digital form by an information system, which can be
  (a) transmitted within an information system or from one information system to another; and
  (b) stored in an information system or other medium;
existing company (原有公司) means a company formed and registered under a former Companies Ordinance;
financial year ( 財政年度 ) , in relation to a company, means a financial year of the company determined in accordance with Division 3 of Part 9;
former Companies Ordinance (《舊有公司條例》) means
  (a) the Companies Ordinance 1865 (1 of 1865);
  (b) the Companies Ordinance 1911 (58 of 1911); or
  (c) the predecessor Ordinance;
founder member (創辦成員)
  (a) in relation to a company formed and registered under this Ordinance, means a person who signs on the
company's articles for the purposes of section 67(1)(a); or
  (b) in relation to an existing company, means a person who subscribed to or signed on the company 's memorandum of association;
group of companies (公司集團) means any 2 or more bodies corporate one of which is the holding company of the other or others;
identity card(身分證) means an identity card issued under the Registration of Persons Ordinance (Cap 177);
Index of Company Names (《公司名稱索引》) means the index of names kept under section 30;
information system (資訊系統) has the meaning given by section 2(1) of the Electronic Transactions Ordinance (Cap 553);
listed company (上市公司) means a company that has any of its shares listed on a recognized stock market;
listing rules (《上市規則》) means the rules made under section 23 of the Securities and Futures Ordinance (Cap 571) by a recognized exchange company that govern the listing of securities on a stock market it operates;
manager (經理) , in relation to a company
  (a) means a person who performs managerial functions in relation to the company under the directors' immediate authority; but
  (b) excludes
    (i) a receiver or manager of the company's property; and
    (ii) a special manager of the company's estate or business appointed under section 216 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32);
member (成員) , in relation to a company, means
  (a) a founder member of the company; or
  (b) a person who agrees to become a member of the company and whose name is entered, as a member, in the company's register of members;
non-Hong Kong company (非香港公司) means a company incorporated outside Hong Kong that
  (a) establishes a place of business in Hong Kong on or after the commencement date of Part 16; or
  (b) has established a place of business in Hong Kong before that commencement date and continues to have a place of business in Hong Kong at that commencement date;
officer (高級人員), in relation to a body corporate, includes a director, manager or company secretary of the body corporate;
Official Receiver (破產管理署署長) means the Official Receiver appointed under the Bankruptcy Ordinance (Cap 6);
ordinary resolution (普通決議) see section 563;
predecessor Ordinance (《前身條例》) means the Companies Ordinance (Cap 32) as in force from time to time before the commencement date* of section 2 of Schedule 9;
recognized exchange company (認可交易所) means a company recognized under section 19(2) of the Securities and Futures Ordinance (Cap 571) as an exchange company for operating a stock market;
recognized stock market (認可證券市場) has the meaning given by section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap 571);
redeemable shares (可贖回股份) means shares that are to be redeemed, or are liable to be redeemed, at the option of the company or the shareholder;
registered non-Hong Kong company (註冊非香港公司) means a non-Hong Kong company that is registered in the Companies Register as a registered non-Hong Kong company;
Registrar (處長) means the Registrar of Companies appointed under section 21(1);
reserve director (備任董事) , in relation to a private company, means a person nominated as a reserve director of the company under section 455(1);
Secretary (局長) means the Secretary for Financial Services and the Treasury;
shadow director (幕後董事) , in relation to a body corporate, means a person in accordance with whose directions or instructions (excluding advice given in a professional capacity) the directors, or a majority of the directors, of the body corporate are accustomed to act;
share (股份)
  (a) means a share in a company's share capital; and
  (b) if any of the company's shares is converted into stock, includes stock;
share warrant (股份權證) means a warrant
  (a) stating that the bearer is entitled to the shares specified in the warrant; and
  (b) enabling the shares to be transferred by delivery of the warrant;
special resolution (特別決議) see section 564;
specified form (指明格式) means the form specified under section 23;
unlisted company (非上市公司) means a company that does not have any of its shares listed on a recognized stock market;
written resolution (書面決議) see Subdivision 2 of Division 1 of Part 12.

(2) In this Ordinance
  (a) a reference to this Ordinance includes any subsidiary legislation made under this Ordinance; and
  (b) a reference to a provision of the predecessor Ordinance, except in Part 21 and Schedule 11, includes the provision, or such part of the provision, having a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1). (3) In this Ordinance
  (a) a reference to a manager of the property of a body corporate includes a manager of part of that property; (b) a reference to a receiver of the property of a body corporate includes
    (i) a receiver of part of that property; and
    (ii) a receiver of the income arising from that property or part of that property; and
  (c) a reference to the appointment of a manager or receiver made under powers contained in an instrument includes
    (i) an appointment made under powers conferred by an Ordinance; and
    (ii) an appointment made under powers that, by virtue of an Ordinance, are implied in and have effect as if contained in an instrument.

(4) For the purposes of this Ordinance
  (a) a document or information is sent or supplied in hard copy form if it is sent or supplied
    (i) in paper form; or
    (ii) in a similar form capable of being read;
  (b) a document or information is sent or supplied in electronic form if it is sent or supplied
    (i) by electronic means; or
    (ii) by any other means while in electronic form; and
  (c) a document or information is sent or supplied by electronic means if it is sent or supplied in the form of an electronic record to an information system.

(5) In subsection (4)
  (a) a reference to sending a document
    (i) includes supplying, delivering, forwarding or producing the document and, in the case of a notice, giving the document; but
    (ii) excludes serving the document; and
  (b) a reference to supplying information includes sending, delivering, forwarding or producing the information.

(6) A note located in the text of this Ordinance is provided for information only and has no legislative effect.

Section:

3

Responsible person

(1) This section applies
  (a) where a provision of this Ordinance provides that a responsible person of a company or non-Hong Kong company commits an offence if there is
    (i) a contravention of this Ordinance, or of a requirement, direction, condition or order; or
    (ii) a failure to comply with a requirement, direction, condition or order; or
  (b) where this Ordinance empowers a person to make subsidiary legislation that will contain such a provision.

(2) For the purposes of the provision, a person is a responsible person of a company or non-Hong Kong company if the person
  (a) is an officer or shadow director of the company or non-Hong Kong company; and
  (b) authorizes or permits, or participates in, the contravention or failure.

(3) For the purposes of the provision, a person is also a responsible person of a company or non-Hong Kong company if
  (a) the person is an officer or shadow director of a body corporate that is an officer or shadow director of the company or non-Hong Kong company;
  (b) the body corporate authorizes or permits, or participates in, the contravention or failure; and
  (c) the person authorizes or permits, or participates in, the contravention or failure.

Section:

4

Certified translation

(1) For the purposes of this Ordinance, a translation made in Hong Kong of a document is a certified translation if
  (a) it is certified as a correct translation of the document by the translator; and
  (b) a person specified in subsection (3) certifies that in that person's belief the translator is competent in translating the document into English or Chinese (as the case may be).

(2) For the purposes of this Ordinance, a translation made in a place outside Hong Kong of a document is a certified translation if
  (a) in the case of a translator specified in subsection (4), it is certified as a correct translation of the document by the translator; or
  (b) in the case of any other translator
    (i) it is certified as a correct translation of the document by the translator; and
    (ii) a person specified in subsection (5) certifies that in that person's belief the translator is competent in translating the document into English or Chinese (as the case may be).

(3) The person specified for the purposes of subsection (1)(b) is
  (a) a notary public practising in Hong Kong;
  (b) a solicitor practising in Hong Kong;
  (c) a certified public accountant (practising);
  (d) a consular officer in Hong Kong; or
  (e) a professional company secretary practising in Hong Kong.

(4) The translator specified for the purposes of subsection (2)(a) is a translator appointed by a court of law of the place.

(5) The person specified for the purposes of subsection (2)(b)(ii) is
  (a) a notary public practising in the place;
  (b) a lawyer practising in the place;
  (c) a professional accountant practising in the place;
  (d) an officer of a court of law duly authorized by the law of the place to certify documents for any judicial or other legal purpose;
  (e) a consular officer in the place;
  (f) a professional company secretary practising in the place; or
  (g) any other natural person specified by the Registrar.

(6) The Secretary may, by notice published in the Gazette, amend subsection (3), (4) or (5).

Section:

5

Dormant company

(1) If a qualified private company passes a special resolution specified in subsection (2), and the resolution is delivered to the Registrar for registration, the company is a dormant company for the purposes of Parts 9, 10 and 12 as from the date mentioned in subsection (2)(a) as declared by the resolution.

(2) The special resolution specified for the purposes of subsection (1) is one
  (a) declaring that the qualified private company will become dormant as from
    (i) the date of delivery of that resolution to the Registrar; or
    (ii) any later date that is specified in that resolution; and
  (b) authorizing the directors to deliver that resolution to the Registrar for registration.

(3) If
  (a) before the repeal of section 344A of the predecessor Ordinance by section 912, a company passed a special resolution under subsection (1) of that section, and the resolution has not been delivered to the Registrar; and
  (b) the resolution is delivered to the Registrar for registration after the repeal,
the company is also a dormant company for the purposes of Parts 9, 10 and 12 as from the date of delivery of the resolution to the Registrar or as from a later date as is specified in the resolution.

(4) If, immediately before the repeal of section 344A of the predecessor Ordinance by section 912, a company was a dormant company for the purposes of that section, the company continues to be a dormant company for the purposes of Parts 9, 10 and 12 as from the commencement date* of this section.

(5) A company that is a dormant company for the purposes of Parts 9, 10 and 12 ceases to be such dormant company if
  (a) the company passes a special resolution declaring that the company intends to enter into an accounting transaction, and the resolution is delivered to the Registrar for registration; or
  (b) there is an accounting transaction in relation to the company.

(6) In this section
qualified private company (合資格私人公司) means a private company that is not a company specified in subsection (7).

(7) A company specified for the purposes of the definition of qualified private company in subsection (6) is
  (a) an authorized institution as defined by section 2(1) of the Banking Ordinance (Cap 155);
  (b) an insurer as defined by section 2(1) and (2) of the Insurance Companies Ordinance (Cap 41);
  (c) a corporation licensed under Part V of the Securities and Futures Ordinance (Cap 571) to carry on a business in any regulated activity as defined by section 1 of Part 1 of Schedule 1 to that Ordinance;
  (d) an associated entity, within the meaning of Part VI of the Securities and Futures Ordinance (Cap 571), of a corporation mentioned in paragraph (c);
  (e) an approved trustee as defined by section 2(1) of the Mandatory Provident Fund Schemes Ordinance (Cap 485);
  (f) a company having a subsidiary that falls within paragraph (a), (b), (c), (d) or (e); or
  (g) a company that fell within paragraph (a), (b), (c), (d), (e) or (f) at any time during the 5 years immediately before the special resolution is passed.

(8) The Financial Secretary may, by notice published in the Gazette, amend subsection (7).

Section:

6

Offering shares or debentures to public, etc.

(1) In this Ordinance, a reference to offering shares or debentures of a company to the public includes offering them to a section of the public, whether selected
  (a) as members or debenture holders of the company;
  (b) as clients of the person making the offer; or
  (c) in any other manner.

(2) In this Ordinance and in a company's articles, a reference to an invitation to the public to subscribe for shares or debentures of a company includes an invitation to a section of the public, whether selected
  (a) as members or debenture holders of the company;
  (b) as clients of the person making the invitation; or
  (c) in any other manner.

(3) Neither subsection (1) nor subsection (2) operates to treat a private offer of shares or debentures, or a private invitation to subscribe for shares or debentures, as an offer or invitation made to the public.

(4) In particular
  (a) a provision in a company 's articles prohibiting invitations to the public to subscribe for shares or debentures is not to be regarded as prohibiting a private invitation to subscribe for shares or debentures to be made to members or debenture holders; and
  (b) the provisions of this Ordinance relating to private companies are to be construed accordingly.

(5) In this section, an offer of shares or debentures, or an invitation to subscribe for shares or debentures, is a private offer or invitation if the offer or invitation can properly be regarded, in all the circumstances, as being
  (a) not calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation; or
  (b) a domestic concern of the persons making and receiving the offer or invitation.

Division:3

Interpretation of this Ordinance: Types of Companies

Subdivision:1

Limited Company and Unlimited Company

Section:

7

Limited company

For the purposes of this Ordinance, a company is a limited company if it is a company limited by shares or by guarantee.

Section:

8

Company limited by shares

(1) For the purposes of this Ordinance, a company is a company limited by shares if the liability of its members is limited by the company's articles to any amount unpaid on the shares held by the members.

(2) For the purposes of subsection (1), the liability of the members of an existing company is to be regarded as being limited by the company's articles to any amount unpaid on the shares held by the members if a condition of the memorandum of association of the company stating that the liability of the members is limited is regarded as a provision of the articles by virtue of section 98.

Section:

9

Company limited by guarantee

(1) For the purposes of this Ordinance, a company is a company limited by guarantee if
  (a) it does not have a share capital; and
  (b) the liability of its members is limited by the company's articles to the amount that the members undertake, by those articles, to contribute to the assets of the company in the event of its being wound up.

(2) Subsection (1)(a) does not apply if the company was formed as, or became, a company limited by guarantee under a former

Section:

10

Unlimited company

For the purposes of this Ordinance, a company is an unlimited company if there is no limit on the liability of its members.

Subdivision:2

Private Company and Public Company

Section:

11

Private company

(1) For the purposes of this Ordinance, a company is a private company if
  (a) its articles
    (i) restrict a member's right to transfer shares;
    (ii) limit the number of members to 50; and
    (iii) prohibit any invitation to the public to subscribe for any shares or debentures of the company; and
  (b) it is not a company limited by guarantee.

(2) In subsection (1)(a)(ii)
member(成員) excludes
  (a) a member who is an employee of the company; and
  (b) a person who was a member while being an employee of the company and who continues to be a member after ceasing to be such an employee.

(3) For the purposes of this section, 2 or more persons who hold shares in a company jointly are to be regarded as one member.

Section:

12

Public company

For the purposes of this Ordinance, a company is a public company if
  (a) it is not a private company; and
  (b) it is not a company limited by guarantee.

Division:4

Interpretation of this Ordinance: Holding Company and Subsidiary, and Parent Undertaking and Subsidiary Undertaking

Section:

13

Holding company

(1) For the purposes of this Ordinance, a body corporate is a holding company of another body corporate if
  (a) it controls the composition of that other body corporate's board of directors;
  (b) it controls more than half of the voting rights in that other body corporate; or
  (c) it holds more than half of that other body corporate's issued share capital.

(2) For the purposes of this Ordinance, a body corporate is also a holding company of another body corporate if it is a holding company of a body corporate that is that other body corporate's holding company.

(3) For the purposes of subsection (1)(a), a body corporate controls the composition of another body corporate's board of directors if it has power to appoint or remove all, or a majority, of that other body corporate's directors without any other person's consent.

(4) For the purposes of subsection (3), a body corporate has the power to make such an appointment if
  (a) without the exercise of the power in a person's favour by the body corporate, the person cannot be appointed as a director of that other body corporate; or
  (b) it necessarily follows from a person being a director or other officer of the body corporate that the person is appointed as a director of that other body corporate.

(5) In subsection (1)(c), a reference to a body corporate's issued share capital excludes any part of it that carries no right to participate beyond a specified amount in a distribution of profits or capital.

Section:

14

Provisions supplementary to section 13

(1) For the purposes of this Division
  (a) if any share is held, or any power is exercisable, by a body corporate in a fiduciary capacity, the share or power is to be regarded as not being held or exercisable by the body corporate; and
  (b) subject to subsections (2) and (3), if any share is held, or any power is exercisable, by a subsidiary of a body corporate, or by a person as nominee for a body corporate or such a subsidiary, the share or power is to be regarded as being held or exercisable by the body corporate.

(2) For the purposes of this Division, any share in another body corporate held, or any power in relation to another body corporate exercisable, by a person by virtue of a debenture of that other body corporate, or of a trust deed for securing an issue of such a debenture, is to be regarded as not being held or exercisable by the person.

(3) For the purposes of this Division, any share held, or any power exercisable, by a body corporate or a subsidiary of a body corporate, or by a person as nominee for a body corporate or such a subsidiary, is to be regarded as not being held or exercisable by the body corporate or subsidiary if
  (a) the ordinary business of the body corporate or subsidiary includes the lending of money; and
  (b) the share or power is held or exercisable by way of security only for the purpose of a transaction entered into in the ordinary course of that business.

(4) In subsection (1)(b), a reference to a body corporate or subsidiary excludes a body corporate or subsidiary that is concerned only in a fiduciary capacity.

Section:

15

Subsidiary

For the purposes of this Ordinance, a body corporate is a subsidiary of another body corporate if that other body corporate is a holding company of it.

Section:

16

Parent undertaking and subsidiary undertaking

A reference in this Ordinance to a parent undertaking or subsidiary undertaking is to be construed in accordance with Schedule 1.

Division:5

Application of this Ordinance

Section:

17

Application to existing company

(1) This Ordinance applies to an existing company, in the same manner as if—
  (a)in the case of a company limited by guarantee, the company had been formed and registered under this Ordinance as a company limited by guarantee;
  (b)in the case of a limited company other than a company limited by guarantee, the company had been formed and registered under this Ordinance as a company limited by shares; or
  (c) in the case of a company other than a limited company, the company had been formed and registered under this Ordinance as an unlimited company.

(2) For the purpose of applying this Ordinance to an existing company, a reference in this Ordinance to the date of
registration is to be read as the date on which the company was registered under a former Companies Ordinance.

Section:

18

Application to unlimited company registered in pursuance of former Companies Ordinance as limited company

(1) This Ordinance applies to an unlimited company registered as a limited company in pursuance of the predecessor Ordinance or section 58 of the Companies Ordinance 1911 (58 of 1911), in the same manner as it applies to an unlimited company registered under this Ordinance as a limited company.

(2) For the purpose of applying this Ordinance to a company mentioned in subsection (1), a reference in this Ordinance to the date of registration is to be read as the date on which the company was registered in pursuance of the predecessor Ordinance or section 58 of the Companies Ordinance 1911 (58 of 1911).

Section:

19

Application to company registered, but not formed, under former Companies Ordinance

(1) This Ordinance applies to a company registered, but not formed, under a former Companies Ordinance, in the same manner as it applies to an eligible company registered under Part 17.

(2) For the purpose of applying this Ordinance to a company mentioned in subsection (1), a reference in this Ordinance to the date of registration is to be read as the date on which the company was registered under the former Companies Ordinance.

Part:

2

Registrar of Companies and Companies Register

Note:

* The format of Part 2 has been updated to the current legislative styles.

(*Format changesE.R. 1 of 2013)

Division:1

Preliminary

Section:

20

Interpretation

(1) In this Part
company (公司) includes
  (a) a non-Hong Kong company registered under section 777(1); or
  (b) a company that was, at any time before the commencement date of Part 16, registered in the register kept under section 333AA of the predecessor Ordinance;
digital signature (數碼簽署) has the meaning given by section 2(1) of the Electronic Transactions Ordinance (Cap 553);
document (文件) includes a document in electronic form or any other form;
electronic signature (電子簽署) has the meaning given by section 2(1) of the Electronic Transactions Ordinance (Cap 553);
in electronic form (電子形式) means in the form of an electronic record;
in hard copy form (印本形式) means in a paper form or similar form capable of being read.

(2) In this Part, a reference to delivering a document includes sending, supplying, forwarding or producing it.

Division:2

Registrar of Companies

Section:

21

Office of Registrar

(1) The Chief Executive may appoint a person to be the Registrar of Companies.

(2) The Chief Executive may appoint other officers for the purposes of this Ordinance.

(3) For the purpose of the registration of companies under this Ordinance, an office is to be established at a place designated by the Chief Executive.

(4) The Chief Executive may direct a seal to be prepared for the authentication of documents required for or connected with the performance of the Registrar's functions.

Section:

22

Registrar’s functions

The Registrar's functions are those conferred on the Registrar by or under this Ordinance or any other Ordinance.

Section:

23

Registrar may specify form

(1) The Registrar may specify the form of any document required for the purposes of this Ordinance.

(2) Subsection (1) does not apply to a document
  (a) the form of which is prescribed by this Ordinance; or
  (b) the form of which is or may be prescribed by regulations made under this Ordinance.

(3) In specifying the form of a document under subsection (1), the Registrar may specify more than one form of the document, whether as alternatives or to provide for different circumstances.

Section:

24

Registrar may issue guidelines

(1) The Registrar may issue guidelines
  (a) indicating the manner in which the Registrar proposes to perform any function or exercise any power; or
  (b) providing guidance on the operation of any provision of this Ordinance.

(2) The Registrar
  (a) must publish the guidelines in a manner appropriate to bring them to the notice of persons affected by them; and
  (b) must make copies of the guidelines available to the public (in hard copy form or electronic form).

(3) Guidelines issued under this section are not subsidiary legislation.

(4) The Registrar may amend or revoke any of the guidelines. Subsections (2) and (3) apply to an amendment or revocation of guidelines in the same way as they apply to the guidelines.

(5) A person does not incur any civil or criminal liability only because the person has contravened any of the guidelines. If, in any legal proceedings, the court is satisfied that a guideline is relevant to determining a matter that is in issue
  (a) the guideline is admissible in evidence in the proceedings; and
  (b) proof that the person contravened or did not contravene the guideline may be relied on by any party to the proceedings as tending to establish or negate the matter.

Section:

25

Registrar may authenticate document etc.

(1) If a document is required by this Ordinance to be signed by the Registrar or to bear the Registrar's printed signature, the Registrar may authenticate it in any manner that the Registrar thinks fit.

(2) If anything is authorized to be certified by the Registrar under this Ordinance or any other Ordinance, the Registrar may certify it in any manner that the Registrar thinks fit.

Section:

26

Fees payable to Registrar

(1) The Financial Secretary may make regulations to require payment to the Registrar of fees in respect of
  (a) the performance of any of the Registrar's functions; or
  (b) the provision by the Registrar of services or facilities for purposes incidental to, or otherwise connected with, the performance of any of the Registrar's functions.

(2) The regulations may
  (a) provide for the amount of the fees to be fixed by or determined under the regulations;
  (b) provide for different fees to be payable in respect of the same matter in different circumstances; and
  (c) specify when and how fees are to be paid.

(3) The Registrar
  (a) may, subject to the approval of the Financial Secretary, determine what fees are chargeable in respect of the performance of functions or the provision of services or facilities
    (i) for which fees are not provided for by the regulations; or
    (ii) in circumstances other than those for which fees are provided by the regulations; and
  (b) may charge such fees.

(4) Fees received by the Registrar must be paid into the general revenue, unless the fees are required by section 5 of the Trading Funds Ordinance (Cap 430) to be paid into the Companies Registry Trading Fund.

Division:3

Companies Register

Section:

27

Registrar must keep records of companies

Remarks:
Section 27(3), (4), (5) and (6) in so far as it relates to a director or reserve director is not yet in operation.
(1) The Registrar must keep records of
  (a) the information contained in every document that is delivered to the Registrar for registration and that the Registrar decides to register under this Part;
  (b) the information contained in every certificate that is issued by the Registrar under this Ordinance; and
  (c) the information contained in every prospectus registered by the Registrar under section 38D or 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32).

(2) The Registrar must continue to keep the records that were, immediately before the commencement date of this section, kept for the purpose of a register of companies under the predecessor Ordinance.

(3) For the purposes of subsections (1) and (2), the Registrar must record the specified address as the correspondence address of a director, reserve director or company secretary of the following company
  (a) an existing company;
  (b) a company falling within paragraph (a) of the definition of company in section 20(1) that is registered under section 777(1) by virtue of section 132 of Schedule 11; or
  (c) a company falling within paragraph (b) of the definition of company in section 20(1).

(4) After the specified address is recorded under subsection (3) as the correspondence address of a director, reserve director or company secretary of a company, the Registrar must update the entry of such correspondence address with
  (a) the latest address of the company's registered office contained in a notice of change of address of the company's registered office
    (i) that is sent under section 92(3) of the predecessor Ordinance or section 658(3); and
    (ii) that is registered by the Registrar under this Part; or
  (b) the latest address of the company's principal place of business in Hong Kong contained in a return in respect of the change of address of the company's principal place of business in Hong Kong
    (i) that is delivered under section 335(1)(d) of the predecessor Ordinance or section 791(1); and
    (ii) that is registered by the Registrar under this Part.

(5) Subsection (4) does not apply if, in relation to the director, reserve director or company secretary of a company—
  (a) a notice or return is delivered under section 645(4), 652(2) or 791(1) in respect of a change of the person's correspondence address; and
  (b) the notice or return is registered by the Registrar under this Part.

(6) For the purposes of subsection (3), an address is the specified address in relation to a director, reserve director or company secretary of a company if
  (a) immediately before the commencement date of this section, the address was shown on the register of companies under the predecessor Ordinance as the address of the company's registered office or principal place of business in Hong Kong;
  (b) the address is contained, as the address of the company's registered office, in an incorporation form
    (i) delivered before the commencement date* of Division 1 of Part 3 to the Registrar for registration under section 15(1) of the predecessor Ordinance; and
    (ii) registered on or after that commencement date* under section 16(1) of the predecessor Ordinance; or
  (c) the address is contained, as the address of the company's principal place of business in Hong Kong, in an application for registration delivered before the commencement date of Division 2 of Part 16 to the Registrar under section 333 of the predecessor Ordinance and the registration takes place under section 777(1).

Section:

28

Provisions supplementary to section 27

(1) The records kept under section 27 must be such that information relating to a company is associated with the company in a manner determined by the Registrar, so as to enable all the information relating to the company to be retrieved.

(2) A record of information for the purposes of section 27(1) must be kept in such form as to enable any person to inspect the information contained in the record and to make a copy of the information.

(3) Subject to subsections (1) and (2), a record of information for the purposes of section 27(1) may be kept in any form that the Registrar thinks fit.

(4) If the Registrar keeps a record of information in a form that differs from the form in which the document containing the information was delivered to, or generated by, the Registrar, the record is presumed, unless the contrary is proved, to represent the information contained in the document as delivered or generated.

(5) If the Registrar records the information contained in a document for the purposes of section 27(1), the Registrar is to be regarded as having discharged any duty imposed by law on the Registrar to keep, file or register the document.

Section:

29

Registrar not required to keep certain documents etc.

(1) The Registrar may destroy or dispose of any document delivered to the Registrar for registration under an Ordinance if the information contained in the document has been recorded by the Registrar in any other form for the purposes of section 27(1) or for the purpose of a register of companies under the predecessor Ordinance.

(2) If a document or certificate has been kept by the Registrar for at least 7 years for the purposes of section 27(1) or for the purpose of a register of companies under the predecessor Ordinance, the Registrar may destroy or dispose of the document or certificate.

(3) If the Registrar is required by section 48 not to make any information available for public inspection, the Registrar is not required to keep a record of the information for any longer than appears to the Registrar to be reasonably necessary for the purpose for which the information was delivered to the Registrar.

Section:

30

Registrar must keep Index of Company Names

The Registrar must keep an index of the names of every company.

Division:4

Registration of Document

Subdivision:1

Preliminary

Section:

31

Unsatisfactory document

(1) For the purposes of this Division, a document delivered to the Registrar for registration is unsatisfactory if
  (a) the information contained in the document is not capable of being reproduced in legible form;
  (b) in the case of a document that is neither in English nor in Chinese, it is not accompanied by a certified translation of it in English or Chinese;
  (c) the requirements specified in relation to the document under section 32 are not complied with;
  (d) the document is not delivered in accordance with an agreement made under section 33, and any regulations made under section 34, in relation to it;
  (e) the applicable requirements of the Ordinance under which the document is delivered are not complied with;
  (f) the document is not accompanied by the fee payable for the registration;
  (g) the document, or any signature on, or any digital or electronic signature accompanying, the document
    (i) is incomplete or incorrect; or
    (ii) is altered without proper authority;
  (h) the information contained in the document
    (i) is internally inconsistent; or
    (ii) is inconsistent with other information on the Companies Register or other information contained in another document delivered to the Registrar;
    (i) the information contained in the document derives from anything that
    (i) is invalid or ineffective; or
    (ii) has been done without the company's authority; or
  (j) the document contains matters contrary to law.

(2) In this section
applicable requirements(適用規定), in relation to a document, means the requirements as regards
  (a) the contents of the document; (b) the form of the document;
  (c) the authentication of the document; and
  (d) the manner of delivery of the document.

Section:

32

Registrar may specify requirements (for section 31(1))

(1) The Registrar may, in relation to any document required or authorized to be delivered to the Registrar under an Ordinance
  (a) specify requirements for the purpose of enabling the Registrar to make copies or image records of the document and to keep records of the information contained in it;
  (b) specify requirements as to the authentication of the document; and
  (c) specify requirements as to the manner of delivery of the document.

(2) The Registrar may, in relation to any document authorized to be delivered to the Registrar for registration under section 41(3) for the purpose of rectification of an error, specify requirements as to
  (a) the delivery of the document in a form and manner enabling it to be associated with the document containing the error; and
  (b) the identification of the document containing the error.

(3) For the purposes of subsections (1) and (2), the Registrar may specify different requirements for different documents or classes of documents, or for different circumstances.

(4) For the purposes of subsection (1)(b), the Registrar may
  (a) require the document to be authenticated by a particular person or a person of a particular description; (b) specify the means of authentication; and
  (c) require the document to contain, or to be accompanied by, the name or registration number, or both, of the company to which it relates.

(5) For the purposes of subsection (1)(c), the Registrar may
(a)require the document to be in hard copy form, electronic form or any other form;
  (b)require the document to be delivered by post or any other means;
  (c)specify requirements as to the address to which the document is to be delivered; and
  (d)in the case of a document to be delivered by electronic means, specify requirements as to the hardware and software to be used and the technical specifications.

(6)This section does not empower the Registrar—
  (a) to require a document to be delivered to the Registrar by electronic means; or
  (b)to specify any requirement that is inconsistent with any requirement prescribed by an Ordinance as to—
    (i) the authentication of the document; and
    (ii) the manner of delivery of the document to the Registrar.

(7) Requirements specified under this section are not subsidiary legislation.

Section:

33

Registrar may agree to delivery by electronic means (for section 31(1))

(1) The Registrar may enter into an agreement with a company to provide that any document, or any class of document, that relates to the company, and is required or authorized to be delivered to the Registrar under an Ordinance
  (a) will be delivered by electronic means, except as provided for in the agreement; and
  (b) will conform to the requirements
    (i) specified in the agreement; or
    (ii) specified by the Registrar in accordance with the agreement.

(2) An agreement with a company may also provide that any document, or any class of document, that relates to the company, and is required or authorized to be delivered by the Registrar to it under an Ordinance, will be delivered by electronic means.

(3) The Registrar may specify a standard form for an agreement and the extent to which the form is to be used.

(4) This section does not empower the Registrar to make any agreement that is inconsistent with regulations made under section 34.

Section:

34

Financial Secretary may make regulations requiring delivery by electronic means (for section 31(1))

(1) The Financial Secretary may make regulations requiring any document required or authorized to be delivered to the Registrar under an Ordinance to be delivered by electronic means.

(2) The regulations are subject to the approval of the Legislative Council.

Subdivision:2

Registrar’s Powers to Refuse to Accept and to Register Document

Section:

35

Registrar may refuse to accept or register document

(1) If the Registrar is of the opinion that a document delivered to him or her for registration under an Ordinance is unsatisfactory, the Registrar
  (a) may refuse to accept the document; or
  (b) may, after having accepted the document, exercise the powers specified in subsection (3) or (4).

(2) Subsection (1) does not apply to a prospectus as defined by section 2(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32).

(3) The Registrar may refuse to register the document and return the document to the person who delivered it for registration.

(4) The Registrar may also advise that
  (a) the document be appropriately amended or completed, and be redelivered for registration with or without a supplementary document; or
  (b) a fresh document be delivered for registration in its place.

(5) If the Registrar
  (a) refuses to accept a document under subsection (1)(a);
  (b) has not received a document; or
  (c) refuses to register a document under subsection (3),
the document is to be regarded as not having been delivered to the Registrar in satisfaction of the provision of the Ordinance that requires or authorizes the document to be delivered to the Registrar.

Section:

36

Registrar may withhold registration of document pending further particulars etc.

For the purpose of determining whether the powers specified in section 35(3) and (4) are exercisable in relation to a document, the Registrar may
  (a) withhold the registration of the document pending compliance with the request under paragraph (b); and
  (b) request the person who is required or authorized to deliver the document to the Registrar for registration under the Ordinance to do any or all of the following within a period specified by the Registrar
    (i) to produce any other document, information or evidence that, in the Registrar's opinion, is necessary for the Registrar to determine the question as to whether the document is unsatisfactory;
    (ii) to appropriately amend or complete the document, and redeliver it for registration with or without a supplementary document;
    (iii) to apply to the court for any order or direction that the Registrar thinks necessary and to conduct the application diligently;
    (iv) to comply with other directions of the Registrar.

Section:

37

Appeal against Registrar’s decision to refuse registration

(1) If a person is aggrieved by a decision of the Registrar to refuse to register a document under section 35(3), the person may, within 42 days after the decision, appeal to the Court against the decision.

(2) The Court may make any order that it thinks fit, including an order as to costs.

(3) If the Court makes an order as to costs against the Registrar under subsection (2), the costs are payable out of the general revenue, and the Registrar is not personally liable for the costs.

Section:

38

Certain period to be disregarded for calculating daily penalty for failure to deliver document to Registrar

(1) This section applies if
  (a) a document is delivered to the Registrar for registration under an Ordinance; and
  (b) the Registrar refuses to register the document under section 35(3).

(2) The Registrar must send a notice of the refusal, and the reasons for the refusal, to
  (a) the person who is required to deliver the document to the Registrar for registration under the Ordinance or, if there is more than one person who is so required, any of those persons; or
  (b) if another person delivers, on behalf of the person so required, the document to the Registrar for registration, that other person.

(3) If a notice is sent to a person under subsection (2) with respect to a document, the period specified in subsection (4) is to be disregarded for the purpose of calculating the daily penalty under an Ordinance that makes it an offence for failing to comply with a requirement to deliver the document and that imposes a penalty for each day during which the offence continues.

(4) The period is one beginning on the date on which the document was delivered to the Registrar and ending with the fourteenth day after the date on which the notice is sent under subsection (2).

Division:5

Registrar’s Powers in relation to Keeping Companies Register

Section:

39

Registrar may require company to resolve inconsistency with Companies Register

(1) If it appears to the Registrar that the information contained in a document registered by the Registrar in respect of a company is inconsistent with other information relating to the company on the Companies Register, the Registrar may give notice to the company
  (a) stating in what respect the information contained in the document appears to be inconsistent with other information on the Companies Register; and
  (b) requiring the company to take steps to resolve the inconsistency.

(2) For the purposes of subsection (1)(b), the Registrar may require the company to deliver to the Registrar within the period specified in the notice
  (a) information required to resolve the inconsistency; or
  (b) evidence that proceedings have been commenced by the company in the Court for the purpose of resolving the inconsistency and that the proceedings are being conducted diligently.

(3) If a company fails to comply with a requirement under subsection (1)(b), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1000 for each day during which the offence continues.

(4) If a person is charged with an offence under subsection (3) for failure to comply with a requirement, it is a defence to establish that the person took all reasonable steps to secure compliance with the requirement.

Section:

40

Registrar may require further information for updating etc.

(1) For the purpose of ensuring that a person's information on the Companies Register is accurate or bringing the information up to date, the Registrar may send a notice to the person requiring the person to give the Registrar, within a period specified by the Registrar, any information about the person, being information of the kind that is included on the Companies Register.

(2) If a person fails to comply with a requirement under subsection (1)
  (a) where the person is a company, the company, and every responsible person of the company, commit an offence; or
  (b) where the person is not a company, the person commits an offence.

(3) A person who commits an offence under subsection (2) is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1000 for each day during which the offence continues.

(4) If a person is charged with an offence under subsection (2) for failure to comply with a requirement, it is a defence to establish that the person took all reasonable steps to secure compliance with the requirement.

Section:

41

Registrar may rectify typographical or clerical error in Companies Register

(1) The Registrar may, on his or her own initiative, rectify a typographical or clerical error contained in any information on the Companies Register.

(2) The Registrar may, on application by a company, rectify a typographical or clerical error contained in any information relating to the company on the Companies Register.

(3) If, in relation to an application for the purposes of subsection (2), a document showing the rectification is delivered to the Registrar for registration, the Registrar may rectify the error by registering the document.

Section:

42

Registrar must rectify information on Companies Register on order of Court

(1) The Court may, on application by any person, by order direct the Registrar to rectify any information on the Companies Register or to remove any information from it if the Court is satisfied that
  (a) the information derives from anything that
    (i) is invalid or ineffective; or
    (ii) has been done without the company's authority; or
  (b) the information
    (i) is factually inaccurate; or
    (ii) derives from anything that is factually inaccurate or forged.

(2) If, in relation to an application for the purposes of subsection (1), a document showing the rectification is filed with the Court, the Court may require the Registrar to rectify the information by registering the document.

(3) This section does not apply if the Court is specifically empowered under any other Ordinance or any other provision of this Ordinance to deal with the rectification of the information on or the removal of the information from the Companies Register.

(4) The Court must not order the removal of any information from the Companies Register under subsection (1) unless it is satisfied that
  (a) even if a document showing the rectification in question is registered, the continuing presence of the information on the Companies Register will cause material damage to the company; and
  (b) the company 's interest in removing the information outweighs the interest of other persons in the information continuing to appear on the Companies Register.

(5) If the Court makes an order for the rectification of any information on or the removal of any information from the Companies Register under subsection (1), the Court may make any consequential order that appears to it to be just with respect to the legal effect (if any) to be accorded to the information by virtue of its having appeared on the Companies Register.

(6) If the Court makes an order for the removal of any information from the Companies Register under subsection
(1), it may direct
  (a) that a note made under section 44(1) in relation to the information is to be removed from the Companies Register;
  (b) that the order is not to be made available for public inspection as part of the Companies Register; and
  (c) that
    (i) no note is to be made under section 44(1) as a result of the order; or
    (ii) any such note is to be restricted to providing information in relation to the matters specified by the Court.

(7) The Court must not give a direction under subsection (6) unless it is satisfied that
  (a) any of the following may cause damage to the company
    (i) the presence on the Companies Register of the note or an unrestricted note (as the case may be); (ii) the availability for public inspection of the order; and
  (b) the company's interest in non-disclosure outweighs the interest of other persons in disclosure.

(8) If the Court makes an order under this section, the person who made the application must deliver an office copy of the order to the Registrar for registration.

Section:

43

Registrar may appear in proceedings for rectification

(1) In any proceedings before the Court for the purposes of section 42, the Registrar
  (a) is entitled to appear or be represented, and be heard; and
  (b) must appear if so directed by the Court.

(2) Whether or not the Registrar appears in those proceedings, the Registrar may submit to the Court a statement in writing signed by the Registrar, giving particulars of the matters relevant to the proceedings and within the Registrar's knowledge.

(3) Unless otherwise directed by the Court, a statement submitted under subsection (2) is to be regarded as forming part of the evidence in the proceedings.

Section:

44

Registrar may annotate Companies Register

(1) The Registrar may make a note in the Companies Register for the purpose of providing information in relation to—
  (a) a rectification of an error contained in any information on the Companies Register under section 41;
  (b) a rectification of any information on the Companies Register under section 42;
  (c) a removal of any information from the Companies Register under section 42; or
  (d) any other information on the Companies Register.

(2) For the purposes of this Ordinance, a note made under subsection (1) is part of the Companies Register.

(3) The Registrar may remove a note if the Registrar is satisfied that it no longer serves any useful purpose.

Division:6

Inspection of Companies Register

Section:

45

Registrar must make Companies Register available for public inspection

(1) The Registrar must make the Companies Register available for public inspection at all reasonable times so as to enable any member of the public
  (a) to ascertain whether the member of the public is dealing with
    (i) a company to which this subsection applies, or its directors or other officers, in matters of or connected with any act of the company;
    (ii) a director or other officers of such a company in matters of or connected with the administration of the company, or of its property;
    (iii) a person against whom a disqualification order has been made by a court;
    (iv) a person who has entered into possession of the property of such a company as mortgagee;
    (v) a person who is appointed as the provisional liquidator or liquidator in the winding up of such a company; or
    (vi) a person who is appointed as the receiver or manager of the property of such a company; and
  (b) to ascertain the particulars of the company, its directors or other officers, or its former directors (if any), or the particulars of any person mentioned in paragraph (a)(iv), (v) or (vi).

(2) Subsection (1) applies to
  (a) a company falling within the definition of company in section 20(1); and
  (b) an unregistered company as defined by section 326 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32).

(3) For the purposes of subsection (1), the Registrar must, on receiving the fee payable under the regulations made under section 26, allow a person to inspect any information on the Companies Register in any form that the Registrar thinks fit.

(4) For the purposes of subsection (1), the Registrar may, on receiving the fee payable under the regulations made under section 26, produce to a person a copy or a certified true copy of any document or information on the Companies Register, in so far as the document or information may be made available for public inspection, in any form that the Registrar thinks fit.

(5) In this section
disqualification order(取消資格令), in relation to a person, means an order that, for a period specified in the order beginning on the date of the order, the person must not, without the leave of the court
  (a) be a director, or a liquidator or provisional liquidator, of any company to which subsection (1) applies;
  (b) be a receiver or manager of the property of such a company; or
  (c) in any way, whether directly or indirectly, be concerned or take part in the promotion, formation or management of such a company.

Section:

46

Registrar’s certified true copy admissible as evidence

In any proceedings
  (a) a document purporting to be a copy of any information produced under section 45(4), and purporting to be certified by the Registrar as a true copy of the information, is admissible in evidence on its production without further proof; and
  (b) on being admitted in evidence under paragraph (a), the document is proof of the information in the absence of evidence to the contrary.

Division:7

Materials in Companies Register Unavailable for Public Inspection

Subdivision:1

General Protection

Section:

47

Interpretation

Remarks:
Not yet in operation
In this Subdivision
withheld address (不提供的地址) means an address withheld from public inspection under section 49(1)(a);
withheld identification number (不提供的身分識別號碼) means a number withheld from public inspection under section 49(1)(b);
withheld information (不提供的資料) means a withheld address or a withheld identification number.

Section:

48

Information excluded from public inspection by law or court order

The Registrar must not make available for public inspection under section 45 any information excluded from public inspection by or under an Ordinance or by an order of the court.

Section:

49

Registrar may withhold residential address and identification number from public inspection

Remarks:
Not yet in operation
(1) The Registrar may, on application made for the purposes of this subsection, withhold from public inspection under section 45
  (a) a relevant address of the applicant contained, as an address of the applicant's location, in a document to which this subsection applies; or
  (b) a number contained, as the full number of the identity card or passport of the applicant, in a document to which this subsection applies.

(2) Subsection (1) applies to a document delivered to the Registrar for registration under any of the following Ordinances before, on or after the commencement date of this section
  (a) this Ordinance;
  (b) the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32); (c) the predecessor Ordinance.

(3) If a person's address is withheld from public inspection under subsection (1)(a), the Registrar must instead make available for public inspection an address contained in the person 's application as the person 's correspondence address.

(4) An application for the purposes of subsection (1)(a) may be made only by a director, reserve director or company secretary, or a former director, reserve director or company secretary, of a company. An application for the purposes of subsection (1)(b) may be made by any person.

(5) If an address is required by section 56(6) to be entered in a register of directors as the usual residential address and the correspondence address of a director within a period of 5 years specified in that section, an application must not be made for the purposes of subsection (1) in relation to the address during the period.

(6) If an address is not prohibited by section 56(7) from being entered in a register of directors as the correspondence address of a director, or from being stated in a notice or return as the changed correspondence address of a director, during a period of 5 years specified in that section, an application must not be made for the purposes of subsection (1) in relation to the address during the period.

(7) An application for the purposes of subsection (1) must
  (a) contain the information required by regulations made under subsection (8)(a);
  (b) be accompanied by the documents required by regulations made under subsection (8)(b); and
  (c) be accompanied by a fee prescribed by regulations made under subsection (8)(c).

(8) The Financial Secretary may make regulations
  (a) providing for the information to be contained in an application made for the purposes of subsection (1), including
    (i) the correspondence address required for the purposes of subsection (3); and
    (ii) any other information specified by the Registrar for such an application;
  (b) providing for the documents to accompany such an application, including any document specified by the Registrar for such an application;
  (c) prescribing the fees to accompany such an application; and
  (d) providing for the powers of the Registrar to require additional documents and information to be provided to the Registrar for the purposes of determining such an application.

(9) The regulations may provide that the correspondence address required for the purposes of subsection (3) must not be a post office box number.

(10) In this section
relevant address(有關地址), in relation to an applicant who makes an application for the purposes of subsection (1), means an address specified by the applicant in the application as a usual residential address of the applicant as at the date of the document in which the address is contained.

Section:

50

Restriction on use or disclosure of withheld information

Remarks:
Not yet in operation
The Registrar must not use or disclose withheld information except
  (a) as permitted by section 51; or
  (b) in accordance with section 52.

Section:

51

Permitted use or disclosure of withheld information by Registrar

Remarks:
Not yet in operation
(1) The Registrar may use
  (a) a withheld address for communicating with the director, reserve director or company secretary in question; or
  (b) a withheld identification number for communicating with the person in question.

(2) The Registrar may use withheld information for the purpose of or in connection with the performance of the Registrar's functions.

(3) The Registrar may, on application made for the purposes of this subsection, disclose withheld information to a person specified by regulations made under subsection (5)(e). A disclosure may only be made in accordance with regulations made under subsection (5).

(4) An application for the purposes of subsection (3) must
  (a) contain the information required by regulations made under subsection (5)(a);
  (b) be accompanied by the documents required by regulations made under subsection (5)(b); and
  (c) be accompanied by a fee prescribed by regulations made under subsection (5)(c).

(5) The Financial Secretary may make regulations
  (a) providing for the information to be contained in an application made for the purposes of subsection (3), including any information specified by the Registrar for such an application;
  (b) providing for the documents to accompany such an application, including any document specified by the Registrar for such an application;
  (c) prescribing the fees payable for the purposes of subsection (3) to accompany such an application;
  (d) providing for the powers of the Registrar to require additional documents and information to be provided to the Registrar for the purposes of determining such an application;
  (e) specifying the persons to whom withheld information may be disclosed; and
  (f) providing for the conditions in accordance with which withheld information may be disclosed to such persons, including the extent to which such information may be disclosed to them.

Section:

52

Disclosure under order of Court

Remarks:
Not yet in operation
(1) The Court may make an order for the disclosure by the Registrar of a withheld address
  (a) if
    (i) there is evidence that the service of documents at an address contained in an application under section 49(1) as the correspondence address is not effective to bring them to the notice of the director, reserve director or company secretary in question; or
    (ii) it is necessary or expedient for the withheld address to be disclosed in connection with the enforcement of an order or decree of a court; and
  (b) if the Court is satisfied that it is appropriate to make the order.

(2) The Court may make an order for the disclosure by the Registrar of a withheld identification number
  (a) if it is necessary or expedient for the number to be disclosed in connection with the enforcement of an order or decree of a court; and
  (b) if the Court is satisfied that it is appropriate to make the order.

(3) An order under subsection (1) or (2) may be made on the application of
  (a) a creditor of the company in respect of which the document containing the withheld information is delivered to the Registrar for registration under this Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) or the predecessor Ordinance; or
  (b) any other person appearing to the Court to have a sufficient interest.

(4) An order under subsection (1) or (2) must specify the persons to whom, and purposes for which, the disclosure is authorized.

Subdivision:2

Protection of Residential Address and Identification Number Contained in Certain Documents

Section:

53

Interpretation

Remarks:
Not yet in operation
(1) In this Subdivision
director (董事) includes a person nominated as a reserve director under section 455(1);
protected address (受保護地址) means, subject to subsection (2)(a), an address that falls within section 54(2)(a);
protected identification number (受保護身分識別號碼) means a number that falls within section 54(2)(b);
protected information (受保護資料) means a protected address or a protected identification number;
relevant correspondence address ( 有關 通訊地址 ) , in relation to a director of a company, means the address contained, as the correspondence address of the director, in whichever is the most recent of the following
  (a) in the case of a company other than those falling within paragraph (a) or (b) of the definition of company in section 20(1)
    (i) an incorporation form delivered to the Registrar for registration under section 67(1)(b) in relation to the formation of the company;
    (ii) a notice delivered to the Registrar for registration under section 645(1) or (2) in relation to the appointment of a director, or the nomination of a reserve director, of the company;
    (iii) a notice delivered to the Registrar for registration under section 645(4) in relation to a change in the particulars contained in the register of directors of the company;
    (iv) a notice delivered to the Registrar for registration under section 684(1)(d) in relation to the appointment of a director of the company; or
    (v) an application delivered for the purposes of section 807(1) in relation to the registration of the company;
  (b) in the case of a company falling within paragraph (a) or (b) of the definition of company in section 20(1)
    (i) an application to the Registrar under section 776(2) or (3) for registration of the company;
    (ii) a return delivered to the Registrar for registration under section 791(1) in relation to a change in the directors of the company; or
    (iii) a return delivered to the Registrar for registration under section 791(1) in relation to a change in the particulars of the directors of the company delivered to the Registrar under Part 16.

(2) For the purposes of this Subdivision
  (a) an address of a person does not cease to fall within section 54(2)(a) just because the person ceases to be a director of the company; and
  (b) a reference to a director includes, to that extent, a former director.

(3) Subsection (2)(b) does not apply to a reference to a director in section 55 or 56.

Section:

54

Registrar must not make residential address and identification number available for public inspection

Remarks:
Not yet in operation
(1) Subsection (2) applies if
  (a) a document
    (i) is delivered to the Registrar for registration in respect of a company under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) and is in a form prescribed by or under, or specified under, the relevant Ordinance; or
    (ii) is delivered to the Registrar for registration in respect of a company under a provision of the predecessor Ordinance having a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) and is in a form specified under section 914(6)(a) or (8)(a);
  (b) any part of the document is required by the relevant Ordinance to contain, and contains
    (i) the usual residential address of a director of the company; or
    (ii) the full number of the identity card or passport of any person; and
  (c) the Registrar records the information contained in the document for the purposes of section 27(1).

(2) The Registrar must not make available for public inspection under section 45(1)
  (a) an address contained, as the usual residential address of a director of the company, in any part of the document that is required by the relevant Ordinance to contain that usual residential address; or
  (b) a number contained, as the full number of the identity card or passport of any person, in any part of the document that is required by the relevant Ordinance to contain that full number.

(3) In this section
relevant Ordinance(有關條例), in relation to a document or any part of a document, means the Ordinance under which the document is delivered to the Registrar for registration.

Section:

55

Registrar may make protected address available for inspection

Remarks:
Not yet in operation
(1) Despite section 54(2)(a), the Registrar may make a protected address available for public inspection in accordance with section 56 if
  (a) communications sent by the Registrar to the director, and requiring a response within a specified period, remain unanswered; or
  (b) there is evidence that the service of documents by the Registrar at the relevant correspondence address of the director is not effective to bring them to the notice of the director.

(2) The Registrar must not make a decision under subsection (1) unless the Registrar
  (a) has notified the director and the company that he or she proposes to make the protected address available for public inspection under subsection (1); and
  (b) has considered any representation made within the period specified under subsection (3)(b). (3) A notice under subsection (2)(a)
  (a) must state the grounds for the proposal; and
  (b) must specify a period within which representations may be made before the protected address is made available for public inspection under subsection (1).

(4) A notice under subsection (2)(a) must be sent to the director
  (a) at the protected address; or
  (b) if it appears to the Registrar that service at the protected address may not be effective to bring it to the notice of the director, at the relevant correspondence address of the director.

Section:

56

Provision supplementary to section 55

Remarks:
Not yet in operation
(1) If the Registrar is to make a protected address available for public inspection under section 55(1), he or she must proceed as if
  (a) a notice had been delivered to the Registrar for registration under section 645(4) stating that the correspondence address of the director is changed to the protected address; or
  (b) a return had been delivered to the Registrar for registration under section 791 stating that the correspondence address of the director is changed to the protected address.

(2) The Registrar must give written notice of having done so
  (a) to the director; and
  (b) to the company.

(3) A written notice must also state the decision date in relation to the protected address.

(4) A written notice under subsection (2)(a) must be sent to the director
  (a) at the protected address; or
  (b) if it appears to the Registrar that service at the protected address may not be effective to bring it to the notice of the director, at the relevant correspondence address of the director.

(5) On receipt of a written notice, the company must enter the protected address in its register of directors as the correspondence address of the director.

(6) If, within 5 years after the decision date for a protected address, the director notifies the company of another address as his or her usual residential address
  (a) the company must enter that other address in its register of directors as the usual residential address and the correspondence address of the director; and
  (b) the company must proceed with the notice or return under section 645(4) or 791 as if the correspondence address of the director was also changed to that other address.

(7) During the period of 5 years after the decision date for a protected address
  (a) the company must not enter in its register of directors as the correspondence address of the director any address other than
    (i) the protected address; or
    (ii) if, after the protected address is made available for public inspection under section 55(1), an address is notified by the director to the company as his or her usual residential address, the address so notified; and
  (b) the company must not state in the notice or return under section 645(4) or 791 that the correspondence address of the director is changed to any address other than
    (i) the protected address; or
    (ii) if, after the protected address is made available for public inspection under section 55(1), an address is notified by the director to the company as his or her usual residential address, the address so notified.

(8) Subsections (5), (6)(a) and (7)(a) do not apply to
  (a) a non-Hong Kong company registered under section 777(1); or
  (b) a company that was, at any time before the commencement date of Part 16, registered in the register kept under section 333AA of the predecessor Ordinance.

(9) If a company contravenes subsection (5), (6) or (7), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.

(10) In this section
decision date(決定日期), in relation to a protected address, means the date on which the Registrar decides to make the protected address available for public inspection under section 55(1).

Section:

57

Restriction on use or disclosure of protected information

Remarks:
Not yet in operation
The Registrar must not use or disclose protected information except
  (a) as permitted by section 58; or
  (b) in accordance with section 59.

Section:

58

Permitted use or disclosure of protected information by Registrar

Remarks:
Not yet in operation
(1) The Registrar may use
  (a) a protected address for communicating with the director in question; or
  (b) a protected identification number for communicating with the person in question.

(2) The Registrar may use protected information for the purpose of or in connection with the performance of the Registrar's functions.

(3) The Registrar may, on application made for the purposes of this subsection, disclose protected information to a person specified by regulations made under subsection (5)(e). A disclosure may only be made in accordance with regulations made under subsection (5).

(4) An application for the purposes of subsection (3) must
  (a) contain the information required by regulations made under subsection (5)(a);
  (b) be accompanied by the documents required by regulations made under subsection (5)(b); and
  (c) be accompanied by a fee prescribed by regulations made under subsection (5)(c).

(5) The Financial Secretary may make regulations
  (a) providing for the information to be contained in an application made for the purposes of subsection (3), including any information specified by the Registrar for such an application;
  (b) providing for the documents to accompany such an application, including any document specified by the Registrar for such an application;
  (c) prescribing the fees payable for the purposes of subsection (3) to accompany such an application;
  (d) providing for the powers of the Registrar to require additional documents and information to be provided to the Registrar for the purposes of determining such an application;
  (e) specifying the persons to whom protected information may be disclosed; and
  (f) providing for the conditions in accordance with which protected information may be disclosed to such persons, including the extent to which such information may be disclosed to them.

Section:

59

Disclosure under order of Court

Remarks:
Not yet in operation
(1) The Court may make an order for the disclosure by the Registrar of a protected address
  (a) if
    (i) there is evidence that the service of documents at the relevant correspondence address of the director is not effective to bring them to the notice of the director; or
    (ii) it is necessary or expedient for the protected address to be disclosed in connection with the enforcement of an order or decree of a court; and
  (b) if the Court is satisfied that it is appropriate to make the order.

(2) The Court may make an order for the disclosure by the Registrar of a protected identification number
  (a) if it is necessary or expedient for the number to be disclosed in connection with the enforcement of an order or decree of a court; and
  (b) if the Court is satisfied that it is appropriate to make the order.

(3) An order under subsection (1) or (2) may be made on the application of
  (a) a creditor of the company in respect of which the document containing the protected information is delivered to the Registrar for registration under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32); or
  (b) any other person appearing to the Court to have a sufficient interest.

(4) An order under subsection (1) or (2) must specify the persons to whom, and purposes for which, the disclosure is authorized.

Subdivision:3

Supplementary

Section:

60

Extent of prohibition

If a prohibition under this Division applies by reference to information deriving from a particular description of document, the prohibition does not affect
  (a) the availability for public inspection of the information through other means; and
  (b) the availability for public inspection of the information deriving from another description of document in relation to which the prohibition does not apply.

Division:8

Miscellaneous

Section:

61

Registrar may issue certificates in any manner

(1) The Registrar may issue a certificate under this Ordinance in any manner the Registrar thinks fit.

(2) Without limiting the powers of the Registrar under subsection (1), the Registrar may issue a certificate in the form of an electronic record.

Section:

62

Registrar not responsible for verifying information

The Registrar is not responsible for verifying
  (a) the truth of the information contained in a document delivered to the Registrar; or
  (b) the authority under which a document is delivered to the Registrar.

Section:

63

Immunity

(1) Neither the Registrar nor any public officer incurs any civil liability, and no civil action may lie against the Registrar or any public officer, in respect of anything done, or omitted to be done, by him or her in good faith
  (a) in the performance, or purported performance, of functions under this Ordinance; or
  (b) in the exercise, or purported exercise, of powers under this Ordinance.

(2) Where, for the purposes of this Ordinance, a protected person provides a service by means of which information in electronic form is supplied to the public, or supplies information by means of magnetic tapes or any electronic mode, the protected person is not personally liable for any loss or damage suffered by a user of the service or information by reason of an error or omission appearing in the information if the error or omission
  (a) was made in good faith and in the ordinary course of the discharge of the protected person's duties; or
  (b) has occurred or arisen as a result of any defect or breakdown in the service or any equipment used for the service or for supplying the information.

(3) Where, for the purposes of this Ordinance, a protected person provides a service or facility by means of which documents may be delivered to the Registrar by electronic means, the protected person is not personally liable for any loss or damage suffered by a user of the service or facility by reason of an error or omission appearing in a document delivered to the Registrar by means of the service or facility if the error or omission
  (a) was made in good faith and in the ordinary course of the discharge of the protected person's duties; or
  (b) has occurred or arisen as a result of any defect or breakdown in the service or facility or in any equipment used for the service or facility.

(4) The protection given to a protected person by subsections (2) and (3) in respect of an error or omission does not affect any liability of the Government in tort for the error or omission.

(5) In this section
protected person(受保障人) means a person authorized by the Registrar to supply the information or provide the service or facility.

Section:

64

Discrepancy between document and certified translation

(1) This section applies if
  (a) a certified translation of a document is delivered by a company to the Registrar for the purposes of section 31(1)(b) to accompany the document in a language other than English or Chinese; and
  (b) there is a discrepancy between the document in that language and the certified translation of the document.

(2) The company may not rely on that translation, in so far as it relates to the discrepancy, as against a third party.

(3) A third party may not rely on that translation, in so far as it relates to the discrepancy, as against the company unless the third party
  (a) had no knowledge of the contents of the document in that language; and
  (b) had actually relied on that translation in so far as it relates to the discrepancy.

(4) In this section
third party(第三者) means a person other than the company.

Section:

65

Offence for destruction etc. of registers, books or documents

(1) A person commits an offence if the person dishonestly, with a view to gain for the person's own self or another, or with intent to cause loss to another, destroys, removes, alters, defaces or conceals
  (a) any register, book or document belonging to, or filed or deposited in, the office of the Registrar; or
  (b) any electronic record, microfilm, image or other record of such register, book or document.

(2) A person who commits an offence under subsection (1) is liable on conviction on indictment to imprisonment for 7 years.

(3) A person commits an offence if the person wilfully or maliciously destroys, removes, alters, defaces or conceals—
  (a) any register, book or document belonging to, or filed or deposited in, the office of the Registrar; or
  (b) any electronic record, microfilm, image or other record of such register, book or document.

(4) A person who commits an offence under subsection (3) is liable
  (a) on conviction on indictment to a fine of $150,000 and to imprisonment for 2 years; or
  (b) on summary conviction to a fine at level 5 and to imprisonment for 6 months.

Part:

3

Company Formation and Related Matters, and Re- registration of Company

Note:

* The format of Part 3 has been updated to the current legislative styles.

(*Format changesE.R. 1 of 2013)

Division:1

Company Formation

Subdivision:1

General Requirements for Formation

Section:

66

Types of companies

Only the following companies may be formed under this Ordinance
  (a) a public company limited by shares;
  (b) a private company limited by shares;
  (c) a public unlimited company with a share capital;
  (d) a private unlimited company with a share capital;
  (e) a company limited by guarantee without a share capital.

Section:

67

Formation of company

(1) Any one or more persons may form a company by
  (a) signing the articles of the company intended to be formed; and
  (b) delivering to the Registrar for registration
    (i) an incorporation form in the specified form; and
    (ii) a copy of the articles.

(2) A company may only be formed for a lawful purpose.

Section:

68

Content of incorporation form

(1) An incorporation form must
  (a) in relation to the company intended to be formed, contain the particulars and statements specified in section 1 of Schedule 2;
  (b) in relation to each founder member of the company, contain the particulars specified in section 2 of Schedule 2;
  (c) in relation to each person who is to be a director of the company on the company's formation, contain
    (i) the particulars specified in section 3 of Schedule 2; and
    (ii) the statement specified in section 4 of Schedule 2;
  (d) in relation to each person who is to be the company secretary, or one of the joint company secretaries, of the company on that formation, contain the particulars specified in section 5 of Schedule 2;
  (e) contain the statements specified in section 7 of Schedule 2; and
  (f) contain the statement of compliance specified in section 70(1).

(2) If the company intended to be formed is a company limited by shares or an unlimited company, the incorporation form must also contain the statement specified in section 8 of Schedule 2.

Section:

69

Signing of incorporation form

An incorporation form must be signed by the founder member named in the form or, if 2 or more founder members are named, by any one of those members.

Section:

70

Statement of compliance to be contained in incorporation form

(1) The statement specified for the purposes of section 68(1)(f) is a statement certifying that
  (a) all the requirements of this Ordinance in respect of the registration of the company intended to be formed have been complied with; and
  (b) the information, statements and particulars contained in the incorporation form are accurate and consistent with those in the company's articles.

(2) The Registrar may accept the statement of compliance as sufficient evidence that all the requirements of this Ordinance in respect of the registration of the company have been complied with.

Subdivision:2

Incorporation of Company

Section:

71

Issue of certificate of incorporation on registration

(1) On registering an incorporation form and a copy of the articles delivered under section 67(1)(b), the Registrar must issue a certificate of incorporation certifying that the company
  (a) is incorporated under this Ordinance; and
  (b) is a limited company or an unlimited company.

(2) A certificate of incorporation must be signed by the Registrar.

Section:

72

Conclusiveness of certificate of incorporation

A certificate of incorporation is conclusive evidence that
  (a) all the requirements of this Ordinance in respect of the registration of the company have been complied with; and
  (b) the company is registered under this Ordinance.

Section:

73

Effect of incorporation

(1) On and after the date of incorporation stated in the certificate of incorporation, the founder members, and any other persons who may from time to time become the company's members, are a body corporate with the name stated in the certificate or, if a change of name has effect under section 107, 110, 770 or 772, with the new name.

(2) On and after the date of incorporation, the body corporate is capable of exercising all the functions of an incorporated company, and has perpetual succession.
(3) On and after the date of incorporation, the founder members, and any other persons who may from time to time become the company's members, are liable to contribute to the assets of the company in the event of the company being wound up as is mentioned in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32).

Section:

74

Delivery of director’s written consent

(1) Each consent given for the purposes of section 4(b)(ii) of Schedule 2 in relation to a company intended to be formed must be delivered in the specified form to the Registrar for registration not later than 15 days after the date of incorporation of the company.

(2) If subsection (1) is contravened, the company, every responsible person of the company, and the founder member who signs the incorporation form for the purposes of section 69, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.

(3) In any proceedings against a founder member for an offence under this section, it is a defence to establish that the founder member took all reasonable steps to secure compliance with subsection (1).

Division:2

Company Articles

Subdivision:1

General

Section:

75

Articles prescribing regulations for company

A company must have articles prescribing regulations for the company.

Section:

76

Language of articles

A company's articles must be printed in English or Chinese.

Section:

77

Form of articles

A company's articles must be divided into paragraphs and the paragraphs must be numbered consecutively.

Subdivision:2

Model Articles

Section:

78

Financial Secretary may prescribe model articles

(1) The Financial Secretary may, by notice published in the Gazette, prescribe model articles for companies.

(2) Any amendment of model articles under this section does not affect a company incorporated before the amendment takes effect.

Section:

79

Adoption of model articles

A company may adopt as its articles any or all of the provisions of the model articles prescribed for the type of company to which it belongs.

Section:

80

Application of model articles to limited company

(1) On the incorporation of a limited company, the model articles that are prescribed for the type of company to which the company belongs and that are for the time being in force, so far as applicable, form part of the company's articles in the same manner, and to the same extent, as if those model articles had been registered as the company's articles.

(2) Subsection (1) applies if the company's registered articles do not prescribe any regulations for the company.

(3) If the company's registered articles prescribe any regulations for the company, subsection (1) applies in so far as the articles do not exclude or modify the model articles.

Subdivision:3

Content and Effect of Articles

Section:

81

Company name

A company's articles must state the name of the company.

Section:

82

Company’s objects

(1) If a licence is granted under section 103(2) to an association intended to be formed as a limited company or under section 103(4) to a limited company, then during the period when the licence is in force, the articles of the company must state the company's objects.

(2) The articles of any other company may state the company's objects.

(3) Subsections (1) and (2) do not affect any requirement relating to the articles of a company specified in any other Ordinance.

Section:

83

Members’ liabilities

(1) The articles of a limited company must state that the liability of its members is limited.

(2) The articles of an unlimited company formed and registered under this Ordinance must state that the liability of its members is unlimited.

Section:

84

Liabilities or contributions of members of limited company

(1) The articles of a company limited by shares must state that the liability of its members is limited to any amount unpaid on the shares held by the members.

(2) The articles of a company limited by guarantee must state that each person who is a member of the company undertakes that if the company is wound up while the person is a member of the company, or within one year after the person ceases to be such a member, the person will contribute an amount required of the person, not exceeding a specified amount, to the company's assets
  (a) for the payment of the company's debts and liabilities contracted before the person ceases to be such a member;
  (b) for the payment of the costs, charges and expenses of winding up the company; and
  (c) for the adjustment, among the contributories, of their rights.

(3) Subsection (1) does not apply to the articles of an existing company that is deemed to be a company limited by shares under section 4(3) of the predecessor Ordinance.

Section:

85

Capital and initial shareholdings

(1) The articles of a company with a share capital must state the information required under section 8 (except subsection (1)(d)(iv), (v), (vi) and (vii)) of Schedule 2 to be contained in the company's incorporation form.

(2) The articles of a company with a share capital may state the maximum number of shares that the company may issue.

Section:

86

Effect of articles

(1) Subject to this Ordinance, a company's articles, once registered under this Ordinance or a former Companies Ordinance
  (a) have effect as a contract under seal
    (i) between the company and each member; and
    (ii) between a member and each other member; and
  (b) are to be regarded as containing covenants on the part of the company and of each member to observe all the provisions of the articles.

(2) Without limiting subsection (1), the articles are enforceable
  (a) by the company against each member;
  (b) by a member against the company; and
  (c) by a member against each other member.

(3) Money payable by a member to the company under the articles
  (a) is a debt due from the member to the company; and
  (b) is of the nature of a specialty debt.

Subdivision:4

Alteration of Articles

Section:

87

Company may alter articles

(1) Subject to this Ordinance, a company may alter its articles.

(2) Except as provided in Division 8, a company must not alter in its articles any statement mentioned in section 83 or 84(1).

(3) Subject to section 180, a company with a share capital must not make any alteration to its articles that is inconsistent with any rights attached to shares in a class of shares in the company.

(4) Subject to section 188, a company without a share capital must not make any alteration to its articles that is inconsistent with any rights of a class of members of the company.

(5) A company limited by guarantee must not alter in its articles the information required under section 84(2) other than to increase the specified amount.

Section:

88

Alteration by special resolution or ordinary resolution

(1) Subject to this Ordinance, this section applies to the alteration of a company's articles.

(2) Subject to subsection (3) and any other provisions of this Ordinance, a company may only alter its articles by special resolution.

(3) An alteration in articles to the maximum number of shares that the company may issue may be made by ordinary resolution.

(4) Subject to this Ordinance, an alteration made in accordance with this section is as valid as if the alteration were originally contained in the articles.

(5) Within 15 days after the date on which an alteration takes effect, the company must deliver to the Registrar for registration
  (a) a notice of the alteration in the specified form; and
  (b) a copy, certified by an officer of the company as correct, of the articles as altered.

(6) If a company contravenes subsection (5), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.

Section:

89

Alteration of company’s objects

(1) This section applies to an alteration of the objects of a company as stated in the company's articles.

(2) The company may, by special resolution of which notice has been given to all the members of the company (including members who are not entitled to such notice under the company's articles), alter the objects by
  (a) abandoning or restricting any of the objects; or
  (b) adopting any new object that could lawfully have been contained
    (i) in the case of a company formed and registered under this Ordinance, in the company's articles when the articles were registered; or
    (ii) in the case of an existing company, in the company ' s memorandum of association when the memorandum was registered.

(3) If a relevant company passes such a resolution, a notice of the resolution must also be given to all holders of the relevant debentures of the company, and the notice must be the same as the notice mentioned in subsection (2).

(4) For the purposes of subsection (3), if there is no provision regulating the giving of notice to the holders of the relevant debentures, the provisions of the company's articles regulating the giving of notice to members are to apply.

(5) If a relevant company passes a special resolution altering its objects, an application to cancel the alteration may be made to the Court in accordance with section 91, and if an application is made, the alteration does not have effect except in so far as it is confirmed by the Court.

(6) After passing a special resolution altering its objects
  (a) in the case of a relevant company, if no application is made under subsection (5), the company must, within 15 days after the end of the application period, deliver to the Registrar for registration the documents specified in subsection (7);
  (b) in the case of a relevant company, if an application is made under subsection (5), the company
    (i) must immediately give notice of that fact to the Registrar; and
    (ii) within 15 days after the date of any Court order cancelling or confirming the alteration or, if an extension of time is granted under subsection (8), within the extended period, must deliver to the Registrar for registration an office copy of the order and, in the case of an order confirming the alteration, the documents specified in subsection (7); or
  (c) in the case of a company other than a relevant company, the company must, within 15 days after the date of passing the resolution, deliver to the Registrar for registration the documents specified in subsection (7).

(7) The documents are
  (a) a notice of the alteration in the specified form; and
  (b) a copy, certified by an officer of the company as correct, of the company's articles as altered.

(8) The Court may at any time by order extend the period for delivery of any documents under subsection (6)(b).

(9) If a company contravenes subsection (6), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.

(10) In this section
relevant company(有關公司) means
  (a) a private company; or
  (b) a company limited by guarantee that, immediately before the commencement date* of this Division, was a private company as defined by section 2(1) of the predecessor Ordinance in force at that time;
relevant debentures(有關債權證) means any debentures, secured by a floating charge, that were issued or first issued before 15 February 1963 or that form part of the same series as any debentures so issued.

Section:

90

Alteration of certain articles by existing company

(1) Subject to subsection (2), this section applies to an alteration of any provision of the articles of an existing company if the provision
  (a) was, immediately before the commencement date* of this Division, contained in the company ' s memorandum of association (whether registered before, on or after 31 August 1984); and
  (b) could lawfully have been contained in the company ' s articles instead of in the memorandum of association when the memorandum was registered.

(2) This section does not apply if any provision of the articles of an existing company
  (a) was, immediately before the commencement date* of this Part, contained in the company's memorandum of association (whether registered before, on or after 31 August 1984); and
  (b) provides for or prohibits the alteration of any provision mentioned in subsection (1).

(3) An existing company may by special resolution alter any provision mentioned in subsection (1).

(4) If a relevant company passes such a resolution, an application to cancel the alteration may be made to the Court in accordance with section 91, and if an application is made, the alteration does not have effect except in so far as it is confirmed by the Court.

(5) After passing a resolution under subsection (3)
  (a) in the case of a relevant company, if no application is made under subsection (4), the company must, within 15 days after the end of the application period, deliver to the Registrar for registration the documents specified in subsection (6);
  (b) in the case of a relevant company, if an application is made under subsection (4), the company
    (i) must immediately give notice of that fact to the Registrar; and
    (ii) within 15 days after the date of any Court order cancelling or confirming the alteration or, if an extension of time is granted under subsection (7), within the extended period, must deliver to the Registrar for registration an office copy of the order and, in the case of an order confirming the alteration, the documents specified in subsection (6); or
  (c) in the case of a company other than a relevant company, the company must, within 15 days after the date of passing the resolution, deliver to the Registrar for registration the documents specified in subsection (6).

(6) The documents are
  (a) a notice of the alteration in the specified form; and
  (b) a copy, certified by an officer of the company as correct, of the company's articles as altered.

(7) The Court may at any time by order extend the period for delivery of any documents under subsection (5)(b).

(8) If a company contravenes subsection (5), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.

(9) This section does not authorize any variation or abrogation of the special rights of any class of members. (10) In this section
relevant company(有關公司) means
  (a) a private company; or
  (b) a company limited by guarantee that, immediately before the commencement date* of this Division, was a private company as defined by section 2(1) of the predecessor Ordinance in force at that time.

Section:

91

Application to Court to cancel alteration

(1) An application under section 89(5) to cancel an alteration of the objects of a company may be made
  (a) by the holders of at least 5% in aggregate of the number of the issued shares in the company or any class of the company's issued share capital or, if the company is not limited by shares, by at least 5% of the company's members; or
  (b) by the holders of at least 5% in value of the company's debentures that are mentioned in the definition of relevant debentures in section 89(10).

(2) An application under section 89(5) may be made on behalf of the persons mentioned in subsection (1)(a) or (b) by any one or more of them appointed in writing by all of them for the purpose.

(3) An application under section 90(4) to cancel an alteration of a provision of the articles of an existing company may be made by the holders of at least 5% in aggregate of the number of the issued shares in the company or any class of the company's issued share capital or, if the company is not limited by shares, by at least 5% of the company's members.

(4) An application under section 90(4) may be made on behalf of the persons mentioned in subsection (3) by any one or more of them appointed in writing by all of them for the purpose.

(5) An application under section 89(5) or 90(4) may only be made within 28 days after the date of passing the relevant special resolution.

(6) On an application under section 89(5) or 90(4), the Court
  (a) may cancel or confirm the alteration (either wholly or in part), on any terms and conditions it thinks fit;
  (b) may adjourn the proceedings so that an arrangement may be made to its satisfaction for the purchase of the interests of dissentient members; and
  (c) may give any directions and make any order that it thinks expedient for facilitating or carrying into effect any such arrangement.

Section:

92

Certain alterations not binding on members

(1) Despite any provision in a company's articles, a person who is a member of the company is not bound by any alteration of the articles that takes effect after the date on which the person became a member, if and so far as the alteration
  (a) requires the person to take or subscribe for more shares than the number of shares held by the person on the date on which the alteration takes effect;
  (b) in any way increases the person's liability as at that date to contribute to the company's share capital; or
  (c) in any way increases the person's liability as at that date to pay money to the company.

(2) Subsection (1) does not apply if the person agrees in writing before, on or after the alteration taking effect to be bound by the alteration.

Section:

93

Company must incorporate alteration into articles

(1) If an alteration is made to a company's articles, the company must incorporate the alteration in every copy of the articles issued on or after the date on which the alteration takes effect.

(2) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.

Section:

94

Alteration affecting status of private company

(1) If a private company alters its articles so that the articles no longer comply with section 11(1)(a), the company ceases to be a private company on the date on which the alteration takes effect.

(2) In addition to the documents required under section 88(5), the company must, within 15 days after the date on which the alteration takes effect, deliver to the Registrar for registration
  (a) a notice of the change of the company's status in the specified form; and
  (b) a copy (certified by an officer of the company to be true) of the company's annual financial statements that are
    (i) prepared in accordance with section 379; and
    (ii) prepared for the financial year immediately before the financial year in which the alteration takes effect.

(3) If a company contravenes subsection (2)(a), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.

(4) If a company contravenes subsection (2)(b), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1000 for each day during which the offence continues.

Section:

95

Alteration affecting status of public company

(1) If a public company alters its articles so that the articles comply with section 11(1)(a), the company ceases to be a public company on the date on which the alteration takes effect.

(2) In addition to the documents required under section 88(5), the company must, within 15 days after the date on which the alteration takes effect, deliver to the Registrar for registration a notice of the change of the company's status in the specified form.

(3) If a company contravenes subsection (2), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.

Section:

96

Notifying Registrar of alteration by order of Court

(1) If any provision of a company's articles, or the effect of any provision of a company's articles, is altered by an order of the Court, the company must, within 15 days after the date on which the alteration takes effect, deliver to the Registrar for registration a notice of the alteration in the specified form.

(2) A notice of alteration must be accompanied by
  (a) an office copy of the order; and
  (b) a copy of the articles as altered by the order.

(3) Subsection (2)(a) does not apply if the company is required to deliver an office copy of the order to the Registrar under another provision of this Ordinance.

(4) If a company contravenes subsection (1) or (2), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.

Section:

97

Copies of articles to be provided to members

(1) A company must, on request of a member of the company, provide, without charge, the member with an up-to- date copy of the company articles within 7 days after it receives the request.

(2) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.

Subdivision:5

Miscellaneous

Section:

98

Conditions of memorandum of association of existing company to be regarded as provisions of articles

(1) A condition that immediately before the commencement date* of this Division was contained in the memorandum of association of an existing company and was in force is, for all purposes, to be regarded as a provision of the company's articles.

(2) If a memorandum of association is registered on or after the commencement date* of this Division under the provisions having a continuing effect under Schedule 11, a condition contained in that memorandum is, for all purposes, to be regarded as a provision of the company's articles registered under the predecessor Ordinance.

(3) If, before the commencement date* of this Division, a special resolution altering a condition of the memorandum of association of an existing company was passed under section 8(1) or 25A(1) of the predecessor Ordinance and the alteration takes effect on or after that date, then the altered condition is, for all purposes, to be regarded as a provision of the company's articles registered under the predecessor Ordinance.

(4) Despite subsections (1), (2) and (3), if a condition mentioned in subsection (1) or (2), or an altered condition mentioned in subsection (3), states
  (a) the amount of share capital with which the existing company proposes to be registered or is registered; or
  (b) the division of the share capital of the company into shares of a fixed amount,
the condition is, to the extent that it relates to the matter mentioned in paragraph (a) or (b), for all purposes, to be regarded as deleted and not to be regarded as a provision of the company's articles.

(5) In any Ordinance in force immediately before the commencement date* of this Division, or in any other document made before that date
  (a) a reference to the memorandum of association of an existing company is a reference to the company's articles; and
  (b) a reference to a condition of the memorandum of association of an existing company is a reference to a provision of the company's articles.

Section:

99

Articles of company limited by guarantee

(1) This section applies to
  (a) a company limited by guarantee registered under a former Companies Ordinance on or after 1 January 1912 that does not have a share capital; and
  (b) a company registered as a company limited by guarantee under this Ordinance.

(2) A provision in the company's articles, or in any resolution of the company, purporting to give a person a right to participate in the company's divisible profits otherwise than as a member is void.

(3) For the purposes of a provision of this Ordinance relating to the articles of a company limited by guarantee, a provision in the company's articles, or in any resolution of the company, purporting to divide the company's undertaking into shares or interests, is to be regarded as a provision for a share capital.

Division:3

Company Name

Subdivision:1

Restriction on Company Name

Section:

100

Company must not be registered by certain names

(1) A company must not be registered by
  (a) a name that is the same as a name appearing in the Index of Company Names;
  (b) a name that is the same as a name of a body corporate incorporated or established under an Ordinance;
  (c) a name the use of which by the company would, in the Registrar's opinion, constitute a criminal offence; or
  (d) a name that, in the Registrar's opinion, is offensive or otherwise contrary to the public interest.

(2) Except with the Registrar's prior approval, a company must not be registered by
  (a) a name that, in the Registrar's opinion, would be likely to give the impression that the company is connected in any way with
    (i) the Central People's Government;
    (ii) the Government; or
    (iii) any department or agency of the Central People's Government or the Government;
  (b) a name that contains any word or expression for the time being specified in an order under section 101; or
  (c) a name that is the same as a name for which a direction has been given under
    (i) section 108, 109 or 771; or
    (ii) section 22 or 22A of the predecessor Ordinance on or after 10 December 2010.

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