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香港新会社条例(第622章) 701~800条

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

Section:

701

Offeror must notify minority shareholders of right to be bought out

(1) If the holder of any shares is entitled under section 700 to require an offeror to acquire the shares, the offeror must give notice to the holder of
  (a) the holder's rights under that section; and
  (b) the period within which those rights are exercisable.

(2) Subsection (1) does not apply if the offeror has given the holder a notice under section 693 that the offeror desires to acquire the shares.

(3) An offeror who contravenes subsection (1) commits an offence and is liable to a fine at level 5.

Section:

702

Notice to minority shareholders

(1) A notice to a holder of shares under section 701
  (a) must be given in the specified form; and
  (b) must be given to the holder within one month after the first day on which the holder of the shares is entitled under section 700 to require the offeror to acquire those shares.

(2) If the notice is given before the end of the offer period of the takeover offer, it must state that the offer is still open for acceptance.

(3) The notice must be given to the holder of shares
  (a) by delivering it personally to that holder in Hong Kong;
  (b) by sending it by registered post to that holder to
    (i) an address of that holder in Hong Kong registered in the books of the company; or
    (ii) if there is no such address, an address in Hong Kong supplied by that holder to the company for the giving of notice to that holder; or
  (c) in the manner directed by the Registrar on an application made under subsection (4).

(4) An offeror may apply to the Registrar for directions regarding the manner in which the notice is to be given to a holder of shares if
  (a) there is no address of the holder in Hong Kong registered in the books of the company; and
  (b) the holder has not supplied to the company an address in Hong Kong for the giving of notice to the holder.

(5) If the takeover offer gives the holder of shares a choice of consideration, the notice
  (a) must give particulars of the choices;
  (b) must state that the holder may indicate the holder's choice in the letter requiring the offeror to acquire any shares under section 700; and
  (c) must state which consideration specified in the offer will apply if the holder does not indicate a choice.

(6) If subsection (1), (2), (3) or (5) is contravened, the offeror commits an offence and is liable to a fine at level 4.

(7) If the takeover offer provides that the holder of shares is to receive shares in or debentures of the offeror, with an option to receive some other considerations to be provided by a third party instead, the offeror may indicate in the notice that the terms of the takeover offer include the option.

(8) If the offeror does not indicate in the notice that the terms of the takeover offer include the option, the offeror may offer in the notice a corresponding option to receive some other consideration to be provided by the offeror.

(9) For the purposes of subsection (7), consideration is to be regarded as being provided by a third party if it is made available to the offeror on terms that it is to be used by the offeror as consideration for the takeover offer.

Section:

703

Minority shareholders’ right to be bought out by offeror

(1) This section applies if the holder of any shares requires the offeror to acquire the shares under section 700.

(2) Unless the Court makes an order under subsection (3), the offeror is entitled and bound to acquire the shares on the terms of the takeover offer or on other terms as agreed between that holder and the offeror.

(3) The Court may, on application by the holder or offeror, order that the offeror is entitled and bound to acquire the shares on the terms specified in the order.

(4) For the purposes of subsection (2)
  (a) if the takeover offer falls within section 702(5), the terms of the takeover offer are to be regarded as including the particulars and statements included in the notice for the purposes of that section;
  (b) if the takeover offer falls within section 702(7), the terms of the takeover offer are to be regarded as not including the option unless the offeror indicates otherwise in the notice under section 701; and
  (c) if, when requiring the offeror to acquire the shares, the holder of the shares exercises the corresponding option offered under section 702(8), the terms of the takeover offer are to be regarded as including the corresponding option.

Section:

704

Shareholder to be regarded as not having exercised right to be bought out in certain circumstances

(1)This section applies if
  (a)the holder of any shares exercises rights given by section 700 to require an offeror to acquire the shares;
  (b)at the time when those rights are exercised, there are shares in the company
    (i) that the offeror has contracted to acquire subject to conditions being satisfied; and
    (ii) in relation to which the contract has not become unconditional; and
  (c)the requirement imposed by section 700(1)(b) or (2)(b) (as the case may be) would not be satisfied if those shares were not taken into account.

(2) For the purposes of section 703, the holder of shares is to be regarded as not having exercised the rights to require the offeror to acquire the shares unless, at any time before the end of the period during which those rights are exercisable
  (a) in the case of a takeover offer that does not relate to shares of different classes, the shares that the offeror has, by virtue of acceptances of the offer, acquired or contracted unconditionally to acquire, with or without any other shares in the company that the offeror has acquired, or has contracted unconditionally to acquire, represent at least 90% in number of the shares in the company; or
  (b) in the case of a takeover offer that relates to shares of different classes, the shares of any class that the offeror has, by virtue of acceptances of the offer, acquired or contracted unconditionally to acquire, with or without any other shares of that class that the offeror has acquired, or has contracted unconditionally to acquire, represent at least 90% in number of the shares of that class.

Division:5

Compulsory Acquisition after General Offer for Share Buy-back

Subdivision:1

Preliminary

Section:

705

Interpretation

(1) In this Division
nominee (代名人) , in relation to a company that is a member of a group of companies, includes a nominee on behalf of another company that is a member of the group;
non-tendering member (不售股成員) , in relation to a general offer, means a member who gives notice under section 711(1) that the member will not tender any shares to be bought back by the repurchasing company under the offer.

(2) In this Division, a reference to shares that are held by a non-tendering member includes
  (a) shares that are held by an associate of the nontendering member or by a nominee on the nontendering member's behalf; and
  (b) shares that the non-tendering member, an associate of the non-tendering member, or a nominee on the nontendering member's behalf, has contracted, unconditionally or subject to conditions being satisfied, to acquire.

Section:

706

Application of Division to convertible securities and debentures

(1) This Division applies in relation to debentures of a repurchasing company that are convertible into shares in the company, or to securities of a repurchasing company that are convertible into, or entitle the holder to subscribe for, shares in the company, as if those debentures or securities were shares of a separate class of the company. A reference to a holder of shares, and to shares being allotted, is to be read accordingly.

(2) In this Division, a reference to 90% in number of the shares of any class is
  (a) in the case of securities mentioned in subsection (1), a reference to 90% of the number of those securities; and
  (b) in the case of debentures mentioned in subsection (1), a reference to 90% of the total amount payable on those debentures.

Section:

707

General offer

(1) For the purposes of this Division, a listed company's offer to buy back shares in the company is a general offer if
  (a) it is an offer to buy back all the shares, or all the shares of any class, in the company, except
    (i) those that, at the date of the offer, are held by a member residing in a place where such an offer is contrary to the law of the place; and
    (ii) those that, at the date of the offer, are held by the repurchasing company; and
  (b) the terms of the offer are the same
    (i) where the offer does not relate to shares of different classes, in relation to all the shares to which the offer relates; or
    (ii) where the offer relates to shares of different classes, in relation to all the shares of each class to which the offer relates.

(2) In subsection (1)
shares(股份) means shares that have been allotted on the date of the offer.

(3) In subsection (1)(a)(ii), a reference to shares that are held by the repurchasing company
  (a) is a reference to shares that the repurchasing company has contracted, unconditionally or subject to conditions being satisfied, to acquire; but
  (b) excludes shares that are the subject of a contract
    (i) entered into by the repurchasing company with a holder of shares in that company in order to secure that the holder will accept the offer when it is made; and
    (ii) entered into for no consideration and by deed, for consideration of negligible value, or for consideration consisting of a promise by the repurchasing company to make the offer.

(4) For the purposes of subsection (1)(b), even though, in relation to all the shares, or all the shares of a class of shares, to which an offer relates, there is a difference in the value of consideration offered for the shares allotted earlier as against the value of consideration offered for those allotted later, the terms of the offer are to be regarded as the same in relation to all the shares concerned if
  (a) shares carry an entitlement to a particular dividend that other shares of the same class, by reason of being allotted at a different time, do not carry;
  (b) the difference in value of consideration merely reflects that difference in entitlement to dividend; and
  (c) but for the difference in the value of consideration, the terms of the offer would be the same in relation to all the shares concerned.

(5) For the purposes of subsection (1)(b), even though, in relation to all the shares, or all the shares of a class of shares, to which an offer relates, there is a difference in the form of consideration offered, the terms of the offer are to be regarded as the same in relation to all the shares concerned if
  (a) the law of a place outside Hong Kong precludes an offer of consideration in the form specified in the terms of the offer, or precludes it except after compliance by the repurchasing company with conditions with which the repurchasing company is unable to comply or that the repurchasing company regards as unduly onerous;
  (b) consideration in another form is offered to a person to whom an offer of consideration in the specified form is so precluded;
  (c) the person is able to receive consideration in that other form that is of substantially equivalent value; and
  (d) but for the difference in the form of consideration, the terms of the offer would be the same in relation to all the shares concerned.

(6) Despite subsection (1), a general offer may include, among the shares to which it relates, shares that will be allotted after the date of the offer but before a date specified in the offer.

Section:

708

Non-communication etc. does not prevent offer from being general offer

(1) Even though an offer to buy back shares is not communicated to a holder of shares, that does not prevent the offer from being a general offer for the purposes of this Division if
  (a) no Hong Kong address for the holder is registered in the repurchasing company's register of members;
  (b) the offer was not communicated to the holder in order not to contravene the law of a place outside Hong Kong; and
  (c) either
    (i) the offer is published in the Gazette; or
    (ii) the offer can be inspected, or a copy of it obtained, at a place in Hong Kong or on a website, and a notice is published in the Gazette specifying the address of that place or website.

(2) It is not to be inferred from subsection (1) that an offer that is not communicated to a holder of shares cannot be a general offer for the purposes of this Division unless the conditions specified in paragraphs (a), (b) and (c) of that subsection are satisfied.

(3) Even though it is impossible or more difficult for a person, by reason of the law of a place outside Hong Kong, to accept an offer to buy back shares, that does not prevent the offer from being a general offer for the purposes of this Division.

(4) It is not to be inferred from subsection (3) that an offer that is impossible, or more difficult, for certain persons to accept cannot be a general offer for the purposes of this Division unless the reason for the impossibility or difficulty is the one mentioned in that subsection.

Section:

709

Shares to which general offer relates

(1) For the purposes of this Division, if, after a general offer is made but before the end of the offer period, the repurchasing company buys back, or contracts unconditionally to buy back, any of the shares to which the offer relates but does not do so by virtue of acceptances of the offer, those shares are not to be regarded as shares to which the offer relates. This subsection has effect subject to subsection (2).

(2) For the purposes of this Division, those shares are to be regarded as shares to which the general offer relates, and the repurchasing company is to be regarded as having bought them back or contracted to buy them back by virtue of acceptances of that offer, if
  (a) the value of the consideration for which the shares are bought back, or contracted to be bought back, at the time of the buy-back or contract, does not exceed the value of the consideration specified in the terms of that offer; or
  (b) those terms are subsequently revised so that when the revision is announced, the value of the consideration for which the shares are bought back, or contracted to be bought back, at the time of the buy-back or contract, no longer exceeds the value of the consideration specified in those terms.

(3) For the purposes of this Division, shares that an associate of the repurchasing company, or a nominee on the repurchasing company 's behalf, holds, or has contracted, unconditionally or subject to conditions being satisfied, to buy back, whether at the date of the general offer or subsequently, are not to be regarded as shares to which that offer relates, even if that offer extends to those shares. This subsection has effect subject to subsection (4).

(4) For the purposes of this Division, where, after a general offer is made but before the end of the offer period, an associate of the repurchasing company, or a nominee on the repurchasing company's behalf, buys back, or contracts unconditionally to buy back, any of the shares to which the offer relates, the shares are to be regarded as shares to which the offer relates if
  (a) the value of the consideration for which the shares are bought back, or contracted to be bought back, at the time of the buy-back or contract, does not exceed the value of the consideration specified in the terms of the offer; or
  (b) those terms are subsequently revised so that when the revision is announced, the value of the consideration for which the shares are bought back, or contracted to be bought back, at the time of the buy-back or contract, no longer exceeds the value of the consideration specified in those terms.

(5) For the purposes of this Division, the shares held by a nontendering member are not to be regarded as shares to which the general offer relates, even if that offer extends to those shares.

Section:

710

Revised offer not to be regarded as fresh offer

For the purposes of this Division, a revision of the terms of an offer to buy back shares is not to be regarded as the making of a fresh offer if
  (a) the terms of the offer make provision for
    (i) their revision; and
    (ii) acceptances on the previous terms to be treated as acceptances on the revised terms; and
  (b) the revision is made in accordance with that provision.

Section:

711

Member may give notice that member will not tender shares for buy-back under general offer

(1) A member of a repurchasing company may, on or before the date on which notice of an authorizing meeting of the company is given, give notice to every other member of the company that the member will not tender any shares held by the member to be bought back by the company under the general offer.

(2) A non-tendering member is not entitled to tender any shares held by the member to be bought back by the repurchasing company under the general offer even if that offer extends to those shares.

(3) In this section
authorizing meeting(授權會議), in relation to a repurchasing company, means a meeting of the company called for the purpose of authorizing a general offer that the company intends to make.

Subdivision:2

“Squeeze-out”

Section:

712

Repurchasing company may give notice to buy out minority shareholders

(1) This section applies if a member or members of the repurchasing company has or have given notice under section 711 that the member or members will not tender any shares to be bought back by that company under a general offer.

(2) If, in the case of a general offer that does not relate to shares of different classes, the repurchasing company has, by virtue of acceptances of the offer, bought back, or contracted unconditionally to buy back, at least 90% in number of the shares to which the offer relates, the repurchasing company may give notice to the holder of any other shares to which the offer relates that it desires to buy back those shares.

(3) If, in the case of a general offer that relates to shares of different classes, the repurchasing company has, by virtue of acceptances of the offer, bought back, or contracted unconditionally to buy back, at least 90% in number of the shares of any class to which the offer relates, the repurchasing company may give notice to the holder of any other shares of that class to which the offer relates that it desires to buy back those shares.

(4) If, in the case of a general offer that does not relate to shares of different classes, the repurchasing company has, by virtue of acceptances of the offer, bought back, or contracted unconditionally to buy back, less than 90% in number of the shares to which the offer relates, the repurchasing company may apply to the Court for an order authorizing it to give notice to the holder of any other shares to which the offer relates that it desires to buy back those shares.

(5) If, in the case of a general offer that relates to shares of different classes, the repurchasing company has, by virtue of acceptances of the offer, bought back, or contracted unconditionally to buy back, less than 90% in number of the shares of any class to which the offer relates, the repurchasing company may apply to the Court for an order authorizing it to give notice to the holder of any other shares of that class to which the offer relates that it desires to buy back those shares.

(6) The Court may, on application under subsection (4) or (5), make the order if it is satisfied that
  (a) after reasonable enquiry, the repurchasing company has been unable to trace one or more of the persons holding shares to which the general offer relates;
  (b) had the person, or all those persons, accepted the general offer, the repurchasing company would have, by virtue of acceptances of that offer, bought back, or contracted unconditionally to buy back, at least 90% in number of the shares, or the shares of any class, to which that offer relates; and
  (c) the consideration offered is fair and reasonable.

(7) The Court must not make the order unless it is satisfied that it is just and equitable to do so having regard to all the circumstances and, in particular, to the number of holders of shares who have been traced but who have not accepted the general offer.

(8) If the Court makes an order authorizing the repurchasing company to give notice to the holder of any shares, the repurchasing company may give notice to that holder.

Section:

713

Notice to minority shareholders

(1) A notice to a holder of shares under section 712
  (a) must be given in the specified form; and
  (b) must be given to the holder before whichever is the earlier of the following
    (i) the end of the period of 3 months beginning on the day after the end of the offer period of the general offer;
    (ii) the end of the period of 6 months beginning on the date of the general offer. (2) The notice must be given to the holder of shares
  (a) by delivering it personally to that holder in Hong Kong; (b) by sending it by registered post to that holder to
    (i) an address of that holder in Hong Kong registered in the books of the company; or
    (ii) if there is no such address, an address in Hong Kong supplied by that holder to the company for the giving of notice to that holder; or
  (c) in the manner directed by the Registrar on an application made under subsection (3).

(3) The repurchasing company may apply to the Registrar for directions regarding the manner in which the notice is to be given to a holder of shares if
  (a) there is no address of the holder in Hong Kong registered in the books of the company; and
  (b) the holder has not supplied to the company an address in Hong Kong for the giving of notice to the holder.

(4) If the general offer gives the holder of shares a choice of consideration, the notice
  (a) must give particulars of the choices;
  (b) must state that the holder may, within 2 months after the date of the notice, indicate the holder's choice by a letter sent to the repurchasing company at an address specified in the notice; and
  (c) must state which consideration specified in the offer will apply if the holder does not indicate a choice.

Section:

714

Repurchasing company’s right to buy out minority shareholders

(1) This section applies if a notice is given under section 712 to the holder of any shares.

(2) Unless the Court makes an order under subsection (3), the repurchasing company is entitled and bound to buy back the shares on the terms of the general offer.

(3) The Court may, on application by the holder made within 2 months after the date on which the notice was given, order that
  (a) the repurchasing company is not entitled and bound to buy back the shares; or
  (b) the repurchasing company is entitled and bound to buy back the shares on the terms specified in the order.

(4) For the purposes of subsection (2), if the general offer falls within section 713(4), the terms of the general offer are to be regarded as including the particulars and statements included in the notice for the purposes of that section.

Section:

715

Obligations of repurchasing company with right to buy out minority shareholders

(1) If, by virtue of section 714(2), a repurchasing company is entitled and bound to buy back any shares in the company, the company must comply with section 716 within 2 months after the date of the notice.

(2) If an application for the purposes of section 714(3) is pending at the end of those 2 months, the repurchasing company must comply with section 716 as soon as practicable after the application has been disposed of.

Section:

716

Repurchasing company must pay for shares to which notice relates

(1) The repurchasing company must pay the consideration for any shares to which the notice under section 712 relates to the holder of the shares if that holder produces to the repurchasing company
  (a) the share certificate or other evidence of title to the shares; or
  (b) an indemnity to the repurchasing company's satisfaction.

(2) The repurchasing company must cancel any other shares to which the notice under section 712 relates and deposit the consideration for those shares into a separate interestbearing bank account.

(3) The repurchasing company must hold any consideration deposited into a bank account under subsection (2) on trust for the person who, before the company bought back the shares, was entitled to them.

(4) The repurchasing company must not pay out or deliver the consideration to any person claiming to be entitled to it unless the person produces to the repurchasing company
  (a) the share certificate or other evidence of title to the shares; or
  (b) an indemnity to the repurchasing company's satisfaction.

Section:

717

Provisions supplementary to section 716

(1) This section applies if
  (a) the person entitled to the consideration held on trust under section 716(3) cannot be found;
  (b) the repurchasing company has made reasonable enquiries at reasonable intervals to find that person; and
  (c) 12 years have elapsed since the consideration was received, or the repurchasing company is wound up.

(2) The repurchasing company, or if the repurchasing company is wound up, the liquidator or provisional liquidator, must sell
  (a) any consideration other than cash; and
  (b) any benefit other than cash that has accrued from the consideration.

(3) The repurchasing company, or if the repurchasing company is wound up, the liquidator or provisional liquidator, must pay into court a sum representing
  (a) the consideration so far as it is cash;
  (b) the proceeds of any sale under subsection (2); and
  (c) any interest, dividend or other benefit that has accrued from the consideration.

(4) The trust terminates on the payment being made under subsection (3).

(5) The expenses of the following may be paid out of the consideration held on trust
  (a) the enquiries mentioned in subsection (1)(b);
  (b) the sale mentioned in subsection (2);
  (c) the proceedings relating to the payment into court mentioned in subsection (3).

Subivision:3

“Sell-out”

Section:

718

Repurchasing company may be required to buy out minority

(1) This section applies if a member or members of the repurchasing company has or have given notice under section 711 that the member or members will not tender any shares to be bought back by that company under a general offer.

(2) If, in the case of a general offer that does not relate to shares of different classes
  (a) the repurchasing company has, by virtue of acceptances of the offer, bought back, or contracted unconditionally to buy back, some but not all of the shares to which the offer relates; and
  (b) at any time before the end of the offer period, the shares in the repurchasing company controlled by that company, with or without the shares in the repurchasing company held by the non-tendering member, represent at least 90% in number of the shares in the repurchasing company, the holder of any shares to which the offer relates who has not accepted the offer before the end of that period may, by a letter addressed to the repurchasing company, require that company to buy back those shares.

(3) If, in the case of a general offer that relates to shares of different classes
  (a) the repurchasing company has, by virtue of acceptances of the offer, bought back, or contracted unconditionally to buy back, some but not all of the shares of any class to which the offer relates; and
  (b) at any time before the end of the offer period, the shares of that class controlled by the repurchasing company, with or without the shares of that class held by the non-tendering member, represent at least 90% in number of the shares of that class, the holder of any shares of that class to which the offer relates who has not accepted the offer before the end of that period may, by a letter addressed to the repurchasing company, require that company to buy back those shares.

(4) Rights given to the holder of any shares by this section to require a repurchasing company to buy back the shares are only exercisable within 3 months after whichever is the later of the following
  (a) the end of the offer period;
  (b) the date of the notice given to the holder under section 719.

(5) If the general offer gives the holder of shares a choice of consideration, that holder may indicate the holder's choice in the letter requiring the repurchasing company to buy back the shares.

(6) In this section, a reference to shares controlled by a repurchasing company is a reference to
  (a) shares that are held by an associate of the repurchasing company or by a nominee on the repurchasing company's behalf;
  (b) shares that the repurchasing company has, by virtue of acceptances of the general offer, acquired or contracted unconditionally to acquire; or
  (c) other shares that the repurchasing company, an associate of the repurchasing company, or a nominee on the repurchasing company's behalf, has acquired, or has contracted, unconditionally or subject to conditions being satisfied, to acquire.

Section:

719

Repurchasing company must notify minority shareholders of right to be bought out

(1) If the holder of any shares is entitled under section 718 to require a repurchasing company to buy back the shares, the repurchasing company must give notice to the holder of
  (a) the holder's rights under that section; and
  (b) the period within which those rights are exercisable.

(2) Subsection (1) does not apply if the repurchasing company has given the holder a notice under section 712 that it desires to buy back the shares.

(3) A repurchasing company that contravenes subsection (1) commits an offence and is liable to a fine at level 5.

Section:

720

Notice to minority shareholders

(1) A notice to a holder of shares under section 719
  (a) must be given in the specified form; and
  (b) must be given to the holder within one month after the first day on which the holder of the shares is entitled under section 718 to require the repurchasing company to buy back those shares.

(2) If the notice is given before the end of the offer period of the general offer, it must state that the offer is still open for acceptance.

(3) The notice must be given to the holder of shares
  (a) by delivering it personally to that holder in Hong Kong; (b) by sending it by registered post to that holder to
    (i) an address of that holder in Hong Kong registered in the books of the company; or
    (ii) if there is no such address, an address in Hong Kong supplied by that holder to the company for the giving of notice to that holder; or
  (c) in the manner directed by the Registrar on an application made under subsection (4).

(4) A repurchasing company may apply to the Registrar for directions regarding the manner in which the notice is to be given to a holder of shares if
  (a) there is no address of the holder in Hong Kong registered in the books of the company; and
  (b) the holder has not supplied to the company an address in Hong Kong for the giving of notice to the holder.

(5) If the general offer gives the holder of shares a choice of consideration, the notice
  (a) must give particulars of the choices;
  (b) must state that the holder may indicate the holder 's choice in the letter requiring the repurchasing company to buy back any shares under section 718; and
  (c) must state which consideration specified in the offer will apply if the holder does not indicate a choice.

(6) If subsection (1), (2), (3) or (5) is contravened, the repurchasing company commits an offence and is liable to a fine at level 4.

Section:

721

Minority shareholders’ right to be bought out by repurchasing company

(1) This section applies if the holder of any shares requires the repurchasing company to buy back the shares under section 718.

(2) Unless the Court makes an order under subsection (3), the repurchasing company is entitled and bound to buy back the shares on the terms of the general offer or on other terms as agreed between that holder and the repurchasing company.

(3) The Court may, on application by the holder or repurchasing company, order that the repurchasing company is entitled and bound to buy back the shares on the terms specified in the order.

(4) For the purposes of subsection (2), if the general offer falls within section 720(5), the terms of the general offer are to be regarded as including the particulars and statements included in the notice for the purposes of that section.

Part:14

Remedies for Protection of Companies’ or Members’ Interests

Division:1

Preliminary

Section:

722

Interpretation

(1) In this Part
company (公司) includes a non-Hong Kong company.

(2) In this Part, a reference to a company's articles, in the case of a company not having articles, is to be read as the instrument constituting or defining the constitution of the company.

Division:2

Remedies for Unfair Prejudice to Members’ Interests

Section:

723

Interpretation

(1) In this Division, a reference to a member of a company includes
  (a) the personal representative of a person who, immediately before the person's death, was a member of the company; and
  (b) a trustee of, or a person beneficially interested in, the shares of the company by virtue of the will or intestacy of another person who, immediately before that other person's death, was a member of the company.

(2) In this Division, a reference to a past member of a company includes the personal representative of a person who, immediately before the person's death, was a past member of the company.

(3) For the purposes of this Division, a person is not a past member of a company unless
  (a) the person was, but is no longer, a member of the company; and
  (b) the person ceased to be such a member on or after 15 July 2005.

Section:

724

When Court may order remedies

(1) The Court may exercise the power under section 725(1)(a) and (2) if, on a petition by a member of a company, it considers that
  (a) the company's affairs are being or have been conducted in a manner unfairly prejudicial to the interests of the members generally or of one or more members (including the member); or
  (b) an actual or proposed act or omission of the company (including one done or made on behalf of the company) is or would be so prejudicial.

(2) The Court may exercise the power under section 725(1)(b) and (2) if, on a petition by the Financial Secretary under section 879(3), it considers that
  (a) a company's affairs are being or have been conducted in a manner unfairly prejudicial to the interests of the members generally or of one or more members; or
  (b) an actual or proposed act or omission of a company (including one done or made on behalf of the company) is or would be so prejudicial.

(3) The Court may exercise the power under section 725(4) if, on a petition by a past member of a company, it considers that at the time when the past member was a member of the company
  (a) the company's affairs were conducted in a manner unfairly prejudicial to the interests of the members at that time generally or of one or more members at that time (including the past member); or
  (b) an actual act or omission of the company (including one done or made on behalf of the company) was so
prejudicial.

Section:

725

Remedies that Court may order

(1) The Court may
  (a) for the purposes of section 724(1), make any order that it thinks fit for giving relief in respect of the matter mentioned in section 724(1)(a) or (b); and
  (b) for the purposes of section 724(2), make any order that it thinks fit for giving relief in respect of the matter mentioned in section 724(2)(a) or (b).

(2) Without limiting subsection (1), the Court
  (a) may make any or all of the following orders
    (i) an order
      (A) restraining the continuance of the conduct of the company's affairs in the manner mentioned in section 724(1)(a) or (2)(a);
      (B) restraining the doing of the act mentioned in section 724(1)(b) or (2)(b); or
      (C) requiring the doing of an act that, as mentioned in section 724(1)(b) or (2)(b), the company has omitted, or has proposed to omit, to do;
    (ii) an order that proceedings that the Court thinks fit be brought in the company's name against any person, and on any terms, that the Court so orders;
    (iii) an order appointing a receiver or manager of either or both of the following
      (A) the company's property, or any part of the property;
      (B) the company's business, or any part of the business;
    (iv) any other order that the Court thinks fit, whether
      (A) for regulating the conduct of the company's affairs in future;
      (B) for the purchase of the shares of any member of the company by another member of the company;
      (C) for the purchase of the shares of any member of the company by the company and the reduction accordingly of the company's capital; or
      (D) for any other purpose; and
  (b) may order the company or any other person to pay any damages, and any interest on those damages, that the Court thinks fit to a member of the company whose interests have been unfairly prejudiced by the conduct of the company's affairs or by the act or omission.

(3) The Court may, on making an order under subsection (2)(a)(iii), specify the powers and duties of, and fix the remuneration of, the receiver or manager.

(4) For the purposes of section 724(3), the Court may order the company or any other person to pay any damages, and any interest on those damages, that the Court thinks fit to a member of the company at the material time whose interests were unfairly prejudiced by the conduct of the company's affairs or by the act or omission.

(5) To avoid doubt, a member, past or present, of a company is not entitled to recover, by way of damages under subsection (2)(b) or (4), any loss that solely reflects the loss suffered by the company that only the company is entitled to recover under the common law.

(6) In this section
material time(關鍵時間) means the time when the past member was a member of the company.

Section:

726

Alteration of articles by order of Court

(1) This section applies if a company's articles are altered by an order under section 725.

(2) The alteration has the same effect, and this Ordinance applies to the articles, as if the alteration were made by a resolution of the company.

(3) Despite anything in this Ordinance, the company has no power, without the leave of the Court, to alter the articles in a way that is inconsistent with the order.

(4) Within 15 days after the order is made, the company must deliver an office copy of the order to the Registrar for registration.

(5) If a company contravenes subsection (4), 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:

727

Chief Justice may make rules

(1) Subject to the approval of the Legislative Council, the Chief Justice may make rules
  (a) for regulating proceedings under this Division; and
  (b) for prescribing fees payable in respect of such proceedings.

(2) If the rules empower a person to put a question to another person, they may also provide that that other person's reply to the question may be used in evidence against that other person. (3) The rules may empower the Court
  (a) to fix any fee payable in respect of such proceedings that is not prescribed by the rules; and
  (b) to vary the fee so fixed.

(4) The rules may provide that a fee payable to a person in respect of such proceedings is recoverable as a debt due to the person.

(5) A fee may be prescribed by the rules, or fixed or varied by the Court under the rules, by reference to a scale of fees and percentages.

(6) A fee may be so prescribed, fixed or varied without reference to the amount of administrative or other costs incurred or likely to be incurred in relation to such proceedings.

(7) A fee so prescribed, fixed or varied is not invalid by reason only of the amount of the fee.

Division:3

Remedies for Others’ Conduct in relation to Companies etc

Section:

728

Application of section 729

(1) Section 729 applies if, in relation to a company
  (a) a person has engaged, is engaging or is proposing to engage in conduct that constituted, constitutes or would constitute
    (i) a contravention of this Ordinance;
    (ii) a default relating to a contravention of this Ordinance; or
    (iii) a breach specified in subsection (4); or
  (b) a person has refused or failed, is refusing or failing, or is proposing to refuse or fail, to do an act or thing that the person is required by this Ordinance to do.

(2) Section 729 also applies if, in relation to a company
  (a) a person had engaged, was engaging or was proposing to engage, before the commencement date* of this section, in
    (i) conduct that constituted or would constitute a contravention of the predecessor Ordinance and that would also constitute a contravention of this Ordinance;
    (ii) conduct that constituted or would constitute a default relating to a contravention of the predecessor Ordinance and that would also constitute the same default relating to a contravention of this Ordinance; or
    (iii) conduct that constituted or would constitute a breach specified in subsection (4); and
  (b) the engagement or proposal still subsists.

(3) Section 729 also applies if, in relation to a company
  (a) a person had refused or failed, was refusing or failing, or was proposing to refuse or fail, before the commencement date* of this section, to do an act or thing that the person was required by the predecessor Ordinance to do;
  (b) the person is also required by this Ordinance to do the act or thing; and
  (c) the refusal, failure or proposal still subsists.

(4) The breach specified for the purposes of subsection (1)(a)(iii) or (2)(a)(iii) is
  (a) a breach of the person's fiduciary duties owed to the company in any capacity other than as a director of the company;
  (b) a breach of the person's fiduciary or other duties as a director of the company owed to the company; or
  (c) a breach of the company's articles.

(5) In this section, a reference to a default relating to a contravention of this Ordinance or the predecessor Ordinance is a reference to
  (a) an attempt to contravene the Ordinance;
  (b) aiding, abetting, counselling or procuring another person to contravene the Ordinance;
  (c) inducing or attempting to induce, whether by threats, promises or otherwise, another person to contravene the Ordinance;
  (d) being in any way, directly or indirectly, knowingly concerned in, or a party to, a contravention of the Ordinance by another person; or
  (e) conspiring with others to contravene the Ordinance.

Section:

729

Court may order remedies

(1) The Court may, on application by a member or creditor of the company whose interests have been, are or would be affected by the conduct or by the refusal or failure, do any or all of the following
  (a) grant an injunction, on the terms that the Court thinks fit
    (i) in the case of section 728(1)(a) or (2), restraining the person from engaging in the conduct or requiring the person to do any act or thing; or
    (ii) in the case of section 728(1)(b) or (3), requiring the person to do any act or thing;
  (b) order the person to pay damages to any other person;
  (c) declare any contract to be void or voidable to the extent specified in the order.

(2) The Court may, on application by the Financial Secretary under section 879(4) or (5), do any or all of the following
  (a) grant an injunction, on the terms that the Court thinks fit
    (i) in the case of section 728(1)(a) or (2), restraining the person from engaging in the conduct or requiring the person to do any act or thing; or
    (ii) in the case of section 728(1)(b) or (3), requiring the person to do any act or thing;
  (b) order the person to pay damages to any other person;
  (c) declare any contract to be void or voidable to the extent specified in the order.

(3) The Court may grant an injunction under subsection (1)(a)(i) or (2)(a)(i) restraining a person from engaging in a conduct
  (a) whether or not it appears to the Court that the person intends to engage again, or to continue to engage, in the conduct;
  (b) whether or not the person has previously engaged in the conduct; and
  (c) whether or not there is an imminent danger of substantial damage to any other person if the person engages in the conduct.

(4) The Court may grant an injunction under subsection (1)(a) or (2)(a) requiring a person to do an act or thing
  (a) whether or not it appears to the Court that the person intends to refuse or fail again, or to continue to refuse or fail, to do the act or thing;
  (b) whether or not the person has previously refused or failed to do the act or thing; and
  (c) whether or not there is an imminent danger of substantial damage to any other person if the person refuses or fails to do the act or thing.

(5) To avoid doubt, a person is not entitled to recover, by way of damages under subsection (1)(b) or (2)(b), any loss that solely reflects the loss suffered by the company that only the company is entitled to recover under the common law.

Section:

730

Provisions supplementary to section 729

(1) The Court may grant an interim injunction or interim damages, or both, on the terms and conditions that it thinks fit pending the determination of an application under section 729(1) or (2).

(2) The Court may discharge or vary an injunction granted under subsection (1) or section 729(1) or (2).

Division:4

Derivative Action for Remedies for Misconduct against Companies etc.

Section:

731

Interpretation

In this Division
misconduct (不當行為) means fraud, negligence, breach of duty, or default in compliance with any Ordinance or rule
of law;
proceedings (法律程序) means any proceedings (other than criminal proceedings) within the jurisdiction of any court.

Section:

732

Member of company or of associated company may bring or intervene in proceedings

(1) If misconduct is committed against a company, a member of the company or of an associated company of the company may, with the leave of the Court granted under section 733, bring proceedings in respect of the misconduct before the court on behalf of the company.

(2) If, because of misconduct committed against the company, a company fails to bring proceedings in respect of any matter, a member of the company or of an associated company of the company may, with the leave of the Court granted under section 733, bring proceedings in respect of the matter before the court on behalf of the company.

(3) If, because of misconduct committed against the company, a company fails to diligently continue, discontinue or defend proceedings, a member of the company or of an associated company of the company may, with the leave of the Court granted under section 733, intervene in the proceedings before the court for the purpose of continuing, discontinuing or defending those proceedings on behalf of the company.

(4) The cause of action in relation to the proceedings under subsection (1) or (2) is vested in the company. Any of those proceedings must be brought in the name of, and the relief (if any) must be sought on behalf of, the company.

(5) The right to continue, discontinue or defend any proceedings intervened in under subsection (3) is vested in, and the relief (if any) must be sought on behalf of, the company.

(6) Subject to section 736, this Division does not affect any common law right of a member of a company, or a member of an associated company of a company, to bring proceedings on behalf of the company, or intervene in any proceedings to which the company is a party.

(7) This section does not prevent a member of a company, or of an associated company of a company, from bringing proceedings in respect of the company, or intervening in any proceedings to which the company is a party, on the member's own behalf in respect of any personal right.

Section:

733

Leave of Court to bring or intervene in proceedings

(1) On application by a member of a company or of an associated company of a company, the Court may grant leave for the purposes of section 732(1), (2) or (3) if it is satisfied that
  (a) on the face of the application, it appears to be in the company's interests that leave be granted to the member;
  (b) in the case of
    (i) an application for leave to bring proceedings under section 732(1) or (2), there is a serious question to be tried and the company has not itself brought the proceedings; or
    (ii) an application for leave to intervene in proceedings under section 732(3), the company has not diligently continued, discontinued or defended the proceedings; and
  (c) except where leave is granted by the Court under subsection (5), the member has served a written notice on the company in accordance with subsection (3), and the notice complies with subsection (4).

(2) The Court may refuse to grant leave if it is satisfied that
  (a) in the case of an application for leave to bring proceedings under section 732(1) or (2), the member has, in the exercise of any common law right, brought proceedings on behalf of the company in respect of the same cause or matter; or
  (b) in the case of an application for leave to intervene in proceedings under section 732(3), the member has, in the exercise of any common law right, intervened in the proceedings in question to which the company is a party.

(3) The written notice must be served on the company, at least 14 days before the member applies for leave in respect of the company
  (a) in the case of a company as defined by section 2(1), by leaving the notice at, or by sending the notice by post to, its registered office; or
  (b) in the case of a non-Hong Kong company, in a manner that the notice is sufficiently served on the company by virtue of section 803.

(4) The written notice must state
  (a) the member's intention to apply for leave for the purposes of section 732(1), (2) or (3) in respect of the company; and
  (b) the reasons for that intention.

(5) The Court may grant leave to dispense with the service of a written notice for the purposes of subsection (1)(c).

Section:

734

Approval or ratification of conduct does not bar derivative action

(1) If a company's members approve or ratify any conduct, the approval or ratification
  (a) does not prevent a member of the company, or of an associated company of the company, from
    (i) bringing proceedings under section 732(1) or (2);
    (ii) intervening in proceedings under section 732(3); or
    (iii) applying for leave for the purposes of section 732(1), (2) or (3);
  (b) is not a ground for the Court to refuse to grant leave for the purposes of section 732(1), (2) or (3); and
  (c) is not a ground for any court to determine the proceedings brought or intervened in by the member in favour of the defendant.

(2) Despite subsection (1), the court may, after having regard to the matters specified in subsection (3), take the approval or ratification into account in deciding what judgment or order to make in respect of
  (a) any proceedings brought or intervened in under section 732(1), (2) or (3); or
  (b) an application for leave for the purposes of section 732(1), (2) or (3).

(3) The matters are
  (a) whether the members were acting for proper purposes, having regard to the company's interests, when they approved or ratified the conduct;
  (b) to what extent those members were connected with the conduct, when they approved or ratified the conduct; and
  (c) how well-informed about the conduct those members were, when they decided whether or not to approve or ratify the conduct.

Section:

735

No discontinuance or settlement of proceedings without leave of Court

If proceedings are brought or intervened in under section 732(1), (2) or (3), the proceedings may only be discontinued or settled with the leave of the Court.

Section:

736

Court may dismiss derivative proceedings brought by member under common law etc.

(1) This section applies if
  (a) after the Court grants leave to a member of a company, or of an associated company of a company, for the purposes of section 732(1) or (2), the member, in the exercise of any common law right, brings proceedings on behalf of the company in respect of the same cause or matter; or
  (b) after the Court grants leave to a member of a company, or of an associated company of a company, for the purposes of section 732(3), the member, in the exercise of any common law right, intervenes in the proceedings in question to which the company is a party.

(2) The Court may
  (a) order to be amended any pleading or the indorsement of any writ in the proceedings brought under the common law, or in the intervention under the common law;
  (b) order to be struck out such pleading or that indorsement, or anything in such pleading or that indorsement; and
  (c) order the proceedings brought under the common law, or the intervention under the common law, to be stayed or dismissed or judgment to be entered accordingly.

(3) This section is in addition to, and does not derogate from, any power of the Court given by the law.

Section:

737

Court’s general powers to order and direct

(1) The Court may make any order, and give any direction, that it thinks fit in respect of
  (a) any proceedings brought or intervened in under section 732(1), (2) or (3);
  (b) an application for leave for the purposes of section 732(1), (2) or (3);
  (c) a refusal to grant such leave; or
  (d) an order under section 736(2).

(2) Without limiting subsection (1), the Court may do any or all of the following under paragraph (a) or (b) of that subsection
  (a) make an interim order pending the determination of the proceedings or application;
  (b) give directions concerning the conduct of the proceedings or application;
  (c) make an order directing the company, or an officer of the company
    (i) to provide, or not to provide, any information or assistance that the Court thinks fit for the purpose of the proceedings or application; or
    (ii) to do, or not to do, any other act;
  (d) make an order appointing an independent person to investigate and report to the Court on
    (i) the company's financial position;
    (ii) the facts or circumstances that gave rise to the proceedings or application; or
    (iii) the costs incurred by the parties to the proceedings or application, and by the member who brought or intervened in the proceedings or who made the application.

(3) If the Court appoints an independent person under subsection (2)(d), it may
  (a) order any or all of the following persons to be liable for any expenses arising out of the investigation
    (i) the company;
    (ii) the parties to the proceedings or application;
    (iii) the member who brought or intervened in the proceedings or who made the application;
  (b) review, vary or revoke an order made under paragraph (a); and
  (c) make any other order that it thinks fit for the purposes of that subsection.

(4) The Court may, in relation to one or more persons who are liable for any expenses under an order made or varied under subsection (3), determine the nature and extent of the liability of the person or each of the persons.

Section:

738

Court may order costs

(1) The Court may make any order that it thinks fit about the costs
  (a) incurred or to be incurred in relation to
    (i) any proceedings brought or intervened in, or to be brought or intervened in, under section 732(1), (2) or (3); or
    (ii) an application for leave for the purposes of section 732(1), (2) or (3); and
  (b) incurred or to be incurred by the member, the company, or any other parties to the proceedings or application.

(2) An order may require the company to indemnify, out of its assets, the member against the costs incurred or to be incurred by that member in bringing or intervening in the proceedings or in making the application.

(3) The Court may only make an order about costs (including the requirement as to indemnification) under this section in favour of the member if it is satisfied that the member was acting in good faith in, and had reasonable grounds for, bringing or intervening in the proceedings or making the application.

Division:5

Members’ Inspection of Company’s Records

Section:

739

Interpretation

In this Division
document (文件) has the meaning given by section 838(1);
record (紀錄) has the meaning given by section 838(1).

Section:

740

Court may order inspection of records or documents

(1) On application by a required number of a company's members, the Court may make an order
  (a) authorizing a person who is the applicant or one of the applicants to inspect any record or document of the company; or
  (b) authorizing a person who is not the applicant or one of the applicants to inspect any record or document of the company on behalf of the applicant or applicants.

(2) The Court may make an order authorizing a person to inspect a record or document if it is satisfied that
  (a) the application is made in good faith; and
  (b) the inspection is for a proper purpose.

(3) If the Court makes an order authorizing a person to inspect a record or document, the person may, unless the Court otherwise orders, make copies of the record or document.

(4) If the Court makes an order authorizing a person to inspect a record or document, it may make any other order that it thinks fit, including
  (a) an order requiring the company, or an officer of the company, to produce any record or document to the person;
  (b) an order specifying the record or document that may be inspected by the person;
  (c) an order requiring the applicant to pay the expenses reasonably incurred by the company in the inspection; and
  (d) an order permitting the person or, if the person is not the applicant, the applicant to disclose any information obtained as a result of the inspection to any other person specified in the order.

(5) A person who complies with an order made under subsection (1) or (4) does not incur any civil liability by reason only of the compliance.

(6) In this section, a reference to a required number of a company's members is a reference to
  (a) the number of members that represents at least 2.5% of the voting rights of all the members having a right to vote at the company's general meetings at the date of application; or
  (b) at least 5 members of the company.

Section:

741

Preservation of secrecy

(1) If, on application by one or more members of a company, the Court makes an order under section 740(1) authorizing a person to inspect a record or document, the person may disclose any information obtained as a result of the inspection to a person who is an applicant.

(2) The authorized person, or the applicant to whom the information was disclosed, must not, without the company's prior consent in writing, disclose any information obtained as a result of the inspection to a person who is not an applicant.

(3) Despite subsection (2), the authorized person, or the applicant to whom the information was disclosed, may disclose such information to another person if the disclosure is
  (a) required with a view to the institution of, or otherwise for the purpose of, any criminal proceedings;
  (b) permitted in accordance with an order made under section 740(1) or (4); or
  (c) permitted in accordance with law or a requirement made under law.

(4) If the Court makes an order under section 740(1) authorizing a person to inspect a record or document, the person, or the applicant to whom the information was disclosed, must not, unless the Court otherwise orders, use any information obtained as a result of the inspection for any purpose other than the purpose for which the inspection is applied for.

(5) A person who contravenes subsection (2) or (4) commits an offence and is liable
  (a) on conviction on indictment to a fine of $150000 and to imprisonment for 2 years; or
  (b) on summary conviction to a fine at level 5 and to imprisonment for 6 months.

Section:

742

Legal professional privilege

Section 740, or an order made under it, does not authorize a person to inspect any record or document containing information that is subject to legal professional privilege.

Section:

743

Protection of personal data

To avoid doubt, sections 740 and 741, or an order made under section 740, do not authorize the collection, retention or use of personal data in contravention of the Personal Data (Privacy) Ordinance (Cap 486).

Part:15

Dissolution by Striking off or Deregistration

Division:1

Striking off

Subdivision:1

Registrar’s Power to Strike off Name of Company not in Operation or Carrying on Business

Section:

744

Registrar may send inquiry letter to company

(1) If the Registrar has reasonable cause to believe that a company is not in operation or carrying on business, the Registrar may send to the company by post a letter inquiring whether the company is in operation or carrying on business.

(2) A letter must be addressed
  (a) to the company at its registered office;
  (b) if notice of the company's registered office has not been given to the Registrar, to the care of an officer of the company; or
  (c) if there is no officer of the company whose name and address are known to the Registrar, to each founder member whose name and address are known to the Registrar.

(3) If the Registrar is of the opinion that the address of the company's registered office cannot be ascertained or that a letter under subsection (1) is unlikely to be received by the company, the Registrar may, instead of sending a letter under that subsection, publish in the Gazette a notice that, unless cause is shown to the contrary, the company's name will be struck off the Companies Register, and the company dissolved, at the end of 3 months after the date of the notice.

Section:

745

Registrar must follow up under certain circumstances

(1) This section applies if, within one month after sending a letter under section 744(1)
  (a) the Registrar does not receive a reply to the letter; or
  (b) the Registrar receives a reply to the letter to the effect that the company is not in operation or carrying on business.

(2) The Registrar must, within 30 days after the end of that one month
  (a) subject to subsection (4), send to the company by registered post another letter
    (i) referring to the letter sent under section 744(1); and
    (ii) stating that
      (A) no reply to it has been received; or
      (B) the Registrar has received a reply to it to the effect that the company is not in operation or carrying on business; and
  (b) publish in the Gazette a notice that, unless cause is shown to the contrary, the company's name will be struck off the Companies Register, and the company dissolved, at the end of 3 months after the date of the notice.

(3) A letter must be addressed
  (a) to the company at its registered office;
  (b) if notice of the company's registered office has not been given to the Registrar, to the care of an officer of the company; or
  (c) if there is no officer of the company whose name and address are known to the Registrar, to each founder member whose name and address are known to the Registrar.

(4) The Registrar is not required to send a letter to the company under subsection (2)(a) if the Registrar is of the opinion that the address of the company's registered office cannot be ascertained or that the letter is unlikely to be received by the company.

Section:

746

Registrar may strike off company’s name

(1) After publishing a notice under section 744(3) or 745(2)(b), the Registrar may, unless cause is shown to the contrary, strike the company's name off the Companies Register at the end of 3 months after the date of the notice.

(2) The Registrar must publish in the Gazette a notice indicating that the company's name has been struck off the Companies Register.

(3) On publication of the notice under subsection (2), the company is dissolved.

Subdivision:2

Striking off under Other Circumstances

Section:

747

Registrar’s duty to act in case of company being wound up

(1) Subsection (2) applies if
  (a) a company is being wound up;
  (b) the Registrar has reasonable cause to believe that
    (i) no liquidator or provisional liquidator is acting; or
    (ii) the company's affairs are fully wound up; and
  (c) the returns required to be made by the liquidator or provisional liquidator have not been made for 6 consecutive months.

(2) Subject to subsection (5), the Registrar must publish in the Gazette, and send to the company or the liquidator or provisional liquidator (if any), a notice that, unless cause is shown to the contrary, the company's name will be struck off the Companies Register, and the company dissolved, at the end of 3 months after the date of the notice.

(3) A notice to be sent to a company must be addressed
  (a) to the company at its registered office;
  (b) if notice of the company's registered office has not been given to the Registrar, to the care of an officer of the company; or
  (c) if there is no officer of the company whose name and address are known to the Registrar, to each founder member whose name and address are known to the Registrar.

(4) A notice to be sent to a liquidator or provisional liquidator must be addressed to the liquidator or provisional liquidator at the addressee's last known address.

(5) The Registrar is not required to send a notice to the company or the liquidator or provisional liquidator under subsection (2) if the Registrar is of the opinion that
  (a) the address of the company's registered office, or the name and address of the liquidator or provisional liquidator (as the case may be) cannot be ascertained; or
  (b) the notice is unlikely to be received by the company or the liquidator or provisional liquidator (as the case may be).

(6) After publishing a notice under subsection (2), the Registrar may, unless cause is shown to the contrary, strike the company's name off the Companies Register at the end of 3 months after the date of the notice.

(7) The Registrar must publish in the Gazette a notice indicating that the company's name has been struck off the Companies Register.

(8) On publication of the notice under subsection (7), the company is dissolved.

Section:

748

Court may strike off name of company not appropriate to be wound up

(1) If, on application by the Registrar, it appears to the Court that a company should be dissolved but, having regard to the company's assets or for other reasons, it would not be appropriate to wind up the company, the Court may order that the company's name be struck off the Companies Register and the company dissolved.

(2) If an order is made, the company is dissolved on the date of the order.

Division:2

Deregistration

Section:

749

Interpretation

(1) In this Division
company (公司) excludes
  (a) a public company; and
  (b) a company specified in subsection (2).

(2) The company 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 registered as a trust company under Part VIII of the Trustee Ordinance (Cap 29);
  (g) a company having a subsidiary that falls within paragraph (a), (b), (c), (d), (e) or (f); or
  (h) a company that fell within paragraph (a), (b), (c), (d), (e), (f) or (g) at any time during the 5 years immediately before the application under section 750 is made.

(3) The Financial Secretary may, by notice published in the Gazette, amend subsection (2).

Section:

750

Application for deregistration

(1) A company, or a director or member of a company, may apply to the Registrar for deregistration of the company.

(2) An application must not be made unless, at the time of the application
  (a) all the members agree to the deregistration;
  (b) the company has not commenced operation or business, or has not been in operation or carried on business during the 3 months immediately before the application;
  (c) the company has no outstanding liabilities;
  (d) the company is not a party to any legal proceedings;
  (e) the company's assets do not consist of any immovable property situate in Hong Kong; and
  (f) if the company is a holding company, none of its subsidiary's assets consist of any immovable property situate in Hong Kong.

(3) An application
  (a) must be in the specified form;
  (b) must be accompanied by the prescribed fee; and
  (c) must be accompanied by a written notice from the Commissioner of Inland Revenue stating that the Commissioner has no objection to the company being deregistered.

(4) If the applicant is a company, it must nominate in the application a natural person to be given notice of the deregistration.

(5) The applicant must give the Registrar any further information that the Registrar may request in connection with an application.

(6) A person who, in connection with an application, knowingly or recklessly gives any information to the Registrar that is false or misleading in a material particular commits an offence and is liable
  (a) on conviction on indictment to a fine of $300000 and to imprisonment for 2 years; or
  (b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.

Note

Please also see section 873 which empowers the Registrar to require the production of records or documents, and the provision of information or explanation in respect of the records or documents, for the purpose of enquiring into whether any act that would constitute an offence under subsection (6) has been done.

Section:

751

Registrar may deregister company

(1) On receiving an application under section 750, the Registrar must publish in the Gazette a notice of the proposed deregistration unless the Registrar is aware of a failure to comply with subsection (2), (3), (4) or (5) of that section.

(2) The notice must state that unless an objection to the deregistration is received within 3 months after the date of publication of the notice, the Registrar may deregister the company.

(3) If, at the end of those 3 months, the Registrar has not received any objection to the deregistration, the Registrar may deregister the company by publishing in the Gazette another notice declaring it to be deregistered on the date of publication of that other notice.

(4) A company is deregistered on the date of publication of the notice under subsection (3).

(5) On the deregistration of a company, the Registrar must give notice of the deregistration to the applicant, or to the person nominated in the application to be given the notice.

(6) A company is dissolved on deregistration.

Division:3

Property of Dissolved Company and Other Miscellaneous Matters

Section:

752

Dissolved company’s property vested in Government

(1) If a company is dissolved under this Part or section 226A, 227, 239 or 248 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32), every property and right vested in or held on trust for the company immediately before the dissolution is vested in the Government as bona vacantia.

(2) Subsection (1) has effect subject to the possible restoration of the company to the Companies Register under
  (a) Division 4; or
  (b) section 290 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32).

(3) If any property or right is vested in the Government under subsection (1), the property or right remains subject to the liabilities imposed on the property or right by law and does not have the benefit of any exemption that it might otherwise have as a property or right vested in the Government.

(4) Despite subsection (3), the Government is only required to satisfy those liabilities out of the property or right to the extent that it is properly available to satisfy those liabilities.

(5) In this section
  (a) a reference to a property or right vested in or held on trust for a company includes a leasehold property but excludes a property or right held by the company on trust for any other person; and
  (b) a reference to a liability imposed on a property or right by law includes a liability that
    (i) is a charge or claim on the property or right; and
    (ii) arises under an Ordinance that imposes rates, taxes or other charges.

Section:

753

Disclaimer of dissolved company’s property

(1) If any property or right, other than immovable property situate in Hong Kong, is vested in the Government under section 752(1), the Registrar may, on his or her own initiative or on written application by a person interested in the property or right, disclaim the Government's title to the property or right by a notice of disclaimer.

(2) If the Registrar disclaims the Government's title to any property or right on his or her own initiative, the Registrar must do so within 3 years after the date on which the fact that the property or right is vested in the Government under section 752(1) first came to the Registrar's notice.

(3) If the Registrar disclaims the Government's title to any property or right on application by a person, the Registrar must do so within 3 months after the Registrar's receipt of the application.

(4) A notice of disclaimer is of no effect if it is signed after the end of the period within which the Government's title to the property or right must be disclaimed under subsection (2) or (3).

(5) If a notice of disclaimer contains a statement that
  (a) the fact that the property or right is vested in the Government under section 752(1) first came to the Registrar's notice on a date specified in the statement; or
  (b) no application for a disclaimer with respect to the property or right was received by the Registrar before a date specified in the statement,
the statement is sufficient evidence of the matter stated in it unless the contrary is proved.

(6) The Registrar
  (a) must register a notice of disclaimer;
  (b) must publish in the Gazette a copy of the notice; and
  (c) must send a copy of the notice to the person who made the application for the purposes of subsection (1).

(7) The right to disclaim under this section may be waived by or on behalf of the Government either expressly, or by taking possession or other act showing an intention to waive the right.

Section:

754

Effect of disclaimer

(1) If the Registrar disclaims the Government's title to any property or right under section 753, the property or right is to be regarded as not having been vested in the Government under section 752(1).

(2) A disclaimer
  (a) terminates, with effect from the date of the disclaimer, the company's rights, interests and liabilities in or in respect of the property or right disclaimed; and
  (b) except so far as is necessary for the purpose of releasing the company from any liability, does not affect any other person's rights or liabilities.

Section:

755

Court may make vesting order

(1) On application by a person who
  (a) claims an interest in any property or right disclaimed under section 753; or
  (b) is subject to a liability in respect of such property or right that is not discharged by the disclaimer, the Court may make an order for the vesting of the property or right in, or its delivery to, a person entitled to it, or a person subject to the liability mentioned in paragraph (b), or a trustee for a person so entitled or subject.

(2) An order may be made on the terms that the Court thinks fit.

(3) An order for the vesting of a property or right in, or its delivery to, a person subject to a liability mentioned in subsection (1)(b), or a trustee for the person, may only be made if it appears to the Court that it would be just to do so for the purpose of compensating the person in respect of the disclaimer.

(4) On the making of an order for the vesting of a property or right in, or its delivery to, a person, the property or right is vested in the person without conveyance, assignment or transfer.

Section:

756

Liabilities of directors etc. of dissolved company continue

Even though a company is dissolved under this Part, the liability (if any) of every director, manager and member of the company continues and may be enforced as if the company had not been dissolved.

Section:

757

Registrar may act as dissolved company’s or liquidator’s representative

(1) This section applies if
  (a) a company has been dissolved under
    (i) this Part;
    (ii) section 226A, 227, 239 or 248 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32); or
    (iii) section 291, 291A or 291AA of the predecessor Ordinance; and
  (b) it is proved to the Registrar's satisfaction that
    (i) the company, if still existing, would be legally or equitably bound to carry out, complete or give effect to a dealing, transaction or matter; and
    (ii) in order to carry out, complete or give effect to the dealing, transaction or matter, a purely administrative act, that is not discretionary, should have been done by or on behalf of the company, or should be done by or on behalf of the company if still existing.

(2) The Registrar may do the act, or cause the act to be done, as the company's or the liquidator's or provisional liquidator's representative.

(3) The Registrar may execute or sign any relevant instrument or document, adding a memorandum stating that the Registrar has done so as the company's or the liquidator's or provisional liquidator's representative.

(4) An instrument or document executed or signed by the Registrar under subsection (3) has the same effect as if the company, if still existing, had executed the instrument or document.

Section:

758

Former director must keep dissolved company’s books and papers for 6 years

(1) If a company is dissolved under this Part or section 226A, 227, 239 or 248 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32), every person who was a director of the company immediately before the dissolution must ensure that the company's books and papers are kept for at least 6 years after the date of the dissolution.

(2) Subsection (1) does not apply to the books and papers that are otherwise required to be kept by another person under this Ordinance or any other Ordinance.

(3) A person who contravenes subsection (1) commits an offence and is liable to a fine at level 3.

(4) If a person is charged with an offence under subsection (3), it is a defence to establish that the person had reasonable grounds to believe, and did believe, that a competent and reliable person
  (a) was charged with the duty of ensuring that subsection (1) was complied with; and
  (b) was in a position to discharge that duty.

Section:

759

Court’s power to wind up dissolved companies

The Court's powers under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) to wind up a company are not affected by the fact that
  (a) the company 's name has been struck off the Companies Register under section 746 or 747 and the company is dissolved under that section; or
  (b) the company has been deregistered, and is dissolved, under section 751.

Division:4

Restoration to Companies Register

Subdivision:1

Administrative Restoration by Registrar

Section:

760

Application to Registrar for restoration of company

(1) This section applies to
  (a) a company whose name
    (i) has been struck off the Companies Register under section 746 or 747; or
    (ii) has been struck off the register under section 291 of the predecessor Ordinance; and
  (b) the company is dissolved under that section.

(2) A person who was a director or member of the company may apply to the Registrar for the restoration of the company to the Companies Register.

(3) An application must be made within 20 years after the date of the dissolution. For this purpose, an application is made when it is received by the Registrar.

(4) An application must be accompanied by a statement
  (a) that the applicant was a director or member of the company; and
  (b) that the conditions specified in section 761(2) are met.

(5) The Registrar may accept the statement as sufficient evidence of the matters mentioned in subsection (4)(a) and (b).

Section:

761

Conditions for granting application

(1) The Registrar must not grant an application made under section 760 unless all the conditions specified in subsection (2), and any other conditions that the Registrar thinks fit, are met.

(2) The conditions are
  (a) that the company was, at the time its name was struck off the Companies Register, in operation or carrying on business;
  (b) that, if any immovable property situate in Hong Kong previously vested in or held on trust for the company has been vested in the Government under section 752(1), the applicant has obtained, at the applicant's own costs, the Government's confirmation that it has no objection to the restoration; and
  (c) that the applicant has delivered to the Registrar the documents relating to the company that are necessary to bring up to date the records kept by the Registrar.

(3) For the purposes of subsection (2)(b), the costs for obtaining the Government's confirmation include the Government 's costs, expenses and liabilities in dealing with the property or right during the period of dissolution, or in connection with the proceedings on the application, that may be demanded as a condition of giving the confirmation.

Section:

762

Registrar’s decision on application

(1) The Registrar must notify the applicant of the decision on an application made under section 760.

(2) If the Registrar grants the application, the company is restored to the Companies Register on the date on which notification is given under subsection (1), and the Registrar must register the notification and publish in the Gazette a notice of the restoration.

Section:

763

Registrar may restore company deregistered by mistake

(1) The Registrar may, on his or her own initiative, restore a company to the Companies Register if satisfied that it has been deregistered, and is dissolved, under section 291AA of the predecessor Ordinance or section 751 as a result of a mistake of the Registrar.

(2) In subsection (1), a reference to a mistake of the Registrar excludes a mistake that is made on the basis of wrong or false information given by the applicant in connection with the application for deregistration.

(3) The Registrar may restore a company to the Companies Register by publishing in the Gazette a notice declaring the restoration, and the restoration takes effect on the date of publication of the notice.

Section:

764

Effect of restoration

(1) If a company is restored to the Companies Register under this Subdivision, it is to be regarded as having continued in existence as if it had not been dissolved.

(2) On application by any person, the Court may give directions, and make orders, as seem just for placing the company and all other persons in the same position as nearly as may be as if the company had not been dissolved.

(3) An application for the purposes of subsection (2) must be made within 3 years after the date of the restoration.

Subdivision:2

Restoration by Order of Court

Section:

765

Application to Court for restoration

(1) Where a company's name or a company has been struck off the register under section 291 or 291A of the predecessor Ordinance, and the company is dissolved under that section, an application to the Court for the restoration of the company to the Companies Register may be made by a person who
  (a) was a director or member or creditor of the company; and
  (b) feels aggrieved by the striking off.

(2) Where a company has been deregistered, and is dissolved, under section 291AA of the predecessor Ordinance, an application to the Court for the restoration of the company to the Companies Register may be made by a person who feels aggrieved by the deregistration.

(3) Subsection (4) applies if
  (a) a company's name has been struck off the Companies Register under section 746, 747 or 748, and the company is dissolved under that section; or
  (b) a company has been deregistered, and is dissolved, under section 751.

(4) An application to the Court for the restoration of the company to the Companies Register may be made
  (a) by a person who was a director or member or creditor of the company; or
  (b) by any other person, including the Government, who appears to the Court to have an interest in the matter.

Section:

766

When application must be made

(1) Subject to subsections (2) and (4)
  (a) an application under section 765(1) must be made within 20 years after the date on which the notice was published in the Gazette under section 291(6), or on which the order was made under section 291A(1), of the predecessor Ordinance;
  (b) an application under section 765(2) must be made within 20 years of the deregistration; and
  (c) an application under section 765(4) must be made within 20 years after the date of the dissolution.

(2) An application under section 765 may be made at any time if the purpose of the application is to enable a person to bring proceedings against the company for damages for personal injury.

(3) Subsection (4) applies if
  (a) a company's name has been struck off the Companies Register under section 746 or 747, and the company is dissolved under that section;
  (b) an application has been made under section 760 for the restoration of the company to the Companies Register; and
  (c) the Registrar has refused the application.

(4) An application under section 765(4) must be made
  (a) within 20 years after the date of the dissolution or any further time that the Court allows on application by the applicant; or
  (b) if the period of 20 years has ended, within 28 days after the Registrar gives notification of the refusal under section 762(1).

(5) In this section
damages for personal injury(人身傷害損害賠償) includes
  (a) any sum and damages claimed by virtue of section 20(2)(b)(i) of the Law Amendment and Reform (Consolidation) Ordinance (Cap 23);
  (b) damages under the Fatal Accidents Ordinance (Cap 22); and
  (c) any compensation for death or incapacity under section 5, 6 or 32 of the Employees' Compensation Ordinance (Cap 282);
personal injury(人身傷害) includes any disease and any impairment of a person's physical or mental condition.

Section:

767

Court’s decision on application

(1) The Court may grant an application made under section 765(1) if satisfied that
  (a) the company was, at the time the company's name or the company was struck off, in operation or carrying on business; or
  (b) it is otherwise just that the company be restored to the Companies Register.

(2) The Court may grant an application made under section 765(2) if satisfied that it is just that the company be restored to the Companies Register.

(3) The Court may grant an application made under section 765(4) if satisfied that
  (a) in the case of a company whose name has been struck off the Companies Register
    (i) the company was, at the time its name was struck off, in operation or carrying on business; or
    (ii) it is otherwise just that the company be restored to the Companies Register; or
  (b) in the case of a company that has been deregistered
    (i) any of the requirements specified in section 750(2)(a), (b), (c), (d) or (e) was not met; or
    (ii) it is otherwise just that the company be restored to the Companies Register.

(4) The Court must not grant an application made pursuant to section 766(2) if it appears to the Court that the proceedings would fail by reason of an Ordinance limiting the time within which proceedings may be brought.

(5) In making a decision under subsection (4) not to grant an application, the Court must have regard to its power under section 768(2) to direct that the period between the dissolution of the company and the making of the Court's order does not count for the purposes of the Ordinance.

(6) If the Court grants an application made under section 765, the applicant must deliver to the Registrar for registration an office copy of the Court's order, and the restoration takes effect on the registration.

(7) After a company is restored to the Companies Register under subsection (6), the Registrar must publish in the Gazette a notice of the restoration.

Section:

768

Effect of restoration

(1) If a company is restored to the Companies Register under section 767, it is to be regarded as having continued in existence as if it had not been dissolved.

(2) The Court may give directions, and make orders, as seem just for placing the company and all other persons in the same position as nearly as may be as if the company had not been dissolved.

(3) The Court may also give directions as to
  (a) the delivery to the Registrar of the documents relating to the company that are necessary to bring up to date the records kept by the Registrar;
  (b) the payment of the Registrar's costs in connection with the proceedings for the restoration of the company to the Companies Register; and
  (c) if any property or right previously vested in or held on trust for the company has been vested in the Government under section 752(1), the payment of the Government's costs, expenses and liabilities in dealing with the property or right during the period of dissolution, or in connection with the proceedings on the application.

Subdivision:3

Supplementary Provisions

Section:

769

Company’s name on restoration

If a company is restored to the Companies Register under this Division, it is restored under its former name.

Section:

770

Company must change prohibited name

(1) Subsection (2) applies if, had the company applied on the date of the restoration to be registered by the former name, section 100 would have prohibited the company from being registered by that name.

(2) Within 28 days after the restoration, the company
  (a) must by a special resolution change its name; and
  (b) must give notice in the specified form of the change to the Registrar.

(3) If a company gives notice of a change of name under subsection (2)(b), the Registrar must, unless the company is prohibited by section 100 from being registered by the new name
  (a) enter the new name on the Companies Register in place of the former name; and
  (b) issue a certificate of change of name.

(4) The change of name has effect from the date on which the certificate of change of name is issued.

(5) A change of name under this section does not affect any rights or obligations of the company or render defective any legal proceedings by or against it. Any legal proceedings that could have been commenced or continued by or against it by its former name may be commenced or continued by or against it by its new name.

(6) If the 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.

(7) In this section
former name(前有名稱), in relation to a company restored to the Companies Register under this Division, means the name that the company had immediately before it was dissolved.

Section:

771

Registrar may direct company to change same or similar name etc.

(1) The Registrar may by notice in writing direct a company to change, within the period specified in the notice, a name under which the company is restored to the Companies Register under this Division if
  (a) the name is, as at the time of the restoration, the same as or in the Registrar's opinion too like a name that appeared or should have appeared in the index of names kept under section 22C of the predecessor Ordinance or in the Index of Company Names; or
  (b) the name is, as at the time of the restoration, the same as or in the Registrar's opinion too like a name of a body corporate incorporated or established under an Ordinance. (2) A direction may only be given within 12 months after the restoration.

(3) The Registrar may, before the end of the period specified in a notice given under subsection (1), by notice in writing extend the period.

(4) If a company fails to comply with a direction within the period specified in the notice or extended under subsection (3), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 6 and, in the case of a continuing offence, to a further fine of $2000 for each day during which the offence continues.

Section:

772

Registrar may change company name in case of failure to comply with direction

(1) This section applies if
  (a) a company contravenes section 770(2) in relation to a name; or
  (b) the Registrar directs a company to change a name under section 771(1), and the company fails to comply with the direction within the period specified in the notice or, if the period is extended under 771(3), within the extended period.

(2) Without limiting section 770(6) or 771(4), the Registrar may change the name to
  (a) in the case of an English name, a name that consists of the words Company Registration Numberas its prefix, followed by the registration number of the company as stated in the certificate of incorporation;
  (b) in the case of a Chinese name, a name that consists of the Chinese characters “公司註冊編號” as its prefix, followed by the registration number of the company as stated in the certificate of incorporation; or
  (c) in the case of a name consisting of both an English name and a Chinese name
    (i) a new English name that consists of the words Company Registration Numberas its prefix, followed by the registration number of the company as stated in the certificate of incorporation; and
    (ii) a new Chinese name that consists of the Chinese characters “公司註冊編號” as its prefix, followed by the registration number of the company as stated in the certificate of incorporation. (3) The Registrar must enter the new name in the Companies Register in place of the former name.

(4) The change of name has effect from the date on which the new name is entered in the Companies Register.

(5) Within 30 days after the date of entering the new name in the Companies Register, the Registrar
  (a) must notify the company in writing of
    (i) the fact that the name of the company has been changed;
    (ii) the new name; and
    (iii) the date on which the change takes effect under subsection (3); and
  (b) must publish a notice of that fact, the new name and that date in the Gazette.

(6) A change of name under this section does not affect any rights or obligations of the company or render defective any legal proceedings by or against it. Any legal proceedings that could have been commenced or continued by or against it by its former name may be commenced or continued by or against it by its new name.

Section:

773

Effect of restoration on bona vacantia property or right

(1) The Government may dispose of or otherwise deal with any property or right vested in it under section 752(1), or an interest in the property or right, in the same manner as it may dispose of or otherwise deal with any other property or right vested in it as bona vacantia, even though the company may be restored to the Companies Register under this Division or section 290 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32).

(2) Subsections (3), (4), (5) and (6) apply if the company is restored to the Companies Register.

(3) The restoration does not affect the disposition or dealing.

(4) Subsection (3) does not limit the effect of the restoration in relation to any other property or right previously vested in or held on trust for the company.

(5) If any property, right or interest is still vested in the Government at the time of the restoration, it revests in the company subject to any liability, interest or claim that was attached to the property, right or interest immediately before the revest.

(6) Subject to subsection (7), the Government must pay to the company
  (a) if the Government received any consideration for the property, right or interest disposed of or otherwise dealt with, an amount equal to
    (i) the amount of the consideration; or
    (ii) the value of the consideration as at the date of the disposition or dealing; or
  (b) if no consideration was received, an amount equal to the value of the property, right or interest disposed of or otherwise dealt with as at the date of the disposition or dealing.

(7) There may be deducted from the amount payable under subsection (6) the Government's reasonable costs in connection with the disposition or dealing to the extent that the costs have not been paid to the Government as a condition of a restoration under section 762 or pursuant to a direction under section 768.

Part:16

Non-Hong Kong Companies

Division:1

Preliminary

Section:

774

Interpretation

(1) In this Part
approved name(經批准名稱), in relation to a registered non-Hong Kong company, means
  (a) the name entered in the Companies Register under section 782(5)(a) or 785(5)(a); or
  (b) the name by which the company was registered by virtue of section 337B(3) of the predecessor Ordinance;
authorized representative(獲授權代表), in relation to a registered non-Hong Kong company, means
  (a) a natural person resident in Hong Kong;
  (b) a solicitor corporation as defined by section 2(1) of the Legal Practitioners Ordinance (Cap 159);
  (c) a corporate practice as defined by section 2(1) of the Professional Accountants Ordinance (Cap 50); or
  (d) a firm of solicitors or certified public accountants (practising),
that is authorized to accept on the company's behalf service of any process or notice required to be served on
the company;
corporate name(法團名稱), in relation to a registered non-Hong Kong company, means a domestic name, or a
translation of a domestic name, by which the company is registered in the Companies Register;
domestic name(本土名稱), in relation to a non-Hong Kong company, means the name or names by which the company is registered in its place of incorporation;
place of business(營業地點) includes a share transfer office and a share registration office but excludes an office specified in subsection (3);
procedural regulations(程序規例) means regulations made under section 805;
required details(所需細節), in relation to an authorized representative, means
  (a) the name and address of the representative;
  (b) the date on which the representative was authorized; and
  (c) in the case of a natural person
    (i) the number of the representative's identity card; or
    (ii) if the representative does not have an identity card, the number and issuing country of any passport held by the representative;
solicitor(律師) means a person who is qualified to act as a solicitor under the Legal Practitioners Ordinance (Cap 159).

(2) In this Part, a reference to a certified translation, in English or Chinese, of a domestic name is a reference to an English or Chinese translation of that name as shown in a certified translation, in English or Chinese (as the case may be), of the certificate of incorporation (or its equivalent) of the non-Hong Kong company.

(3) The office specified for the purposes of the definition of place of business in subsection (1) is a local representative office established, or maintained, with the Monetary Authority's approval, under section 46 of the Banking Ordinance (Cap 155) by a bank as defined by subsection (9) of that section.

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

Section:

775

Certified copy

(1) For the purposes of this Part, a copy of a document is a certified copy if it is certified as a true copy of the document by a person specified in subsection (2).

(2) The person is
  (a) if the copy is certified in the non-Hong Kong company's place of incorporation
    (i) an official of the government of that place to whose custody the original of the document is committed;
    (ii) a notary public practising in that place;
    (iii) a lawyer practising in that place;
    (iv) a professional accountant practising in that place;
    (v) an officer of a court of law duly authorized by the law of that place to certify documents for any judicial or other legal purpose; or
    (vi) a professional company secretary practising in that place;
  (b) if the copy is certified in Hong Kong
    (i) a notary public practising in Hong Kong;
    (ii) a solicitor practising in Hong Kong;
    (iii) a certified public accountant (practising);
    (iv) an officer of the court in Hong Kong who is authorized by law to certify documents for any judicial or other legal purpose;
    (v) a consular officer of the non-Hong Kong company's place of incorporation; or
    (vi) a professional company secretary practising in Hong Kong;
  (c) an officer of the non-Hong Kong company; or
  (d) an authorized representative of the registered non- Hong Kong company.

(3) The Secretary may, by notice published in the Gazette, amend subsection (2).

Division:2

Registration

Section:

776

Certain non-Hong Kong companies must apply for registration

(1) This section applies to
  (a) a non-Hong Kong company that establishes a place of business in Hong Kong on or after the commencement date of this Part; and
  (b) a non-Hong Kong company that
    (i) at that commencement date, has a place of business in Hong Kong established before the commencement date; and
    (ii) had not complied with section 333 of the predecessor Ordinance as in force immediately before that commencement date.

(2) A non-Hong Kong company falling within subsection (1)(a) must, within one month after the establishment of the place of business, apply to the Registrar for registration as a registered non-Hong Kong company.

(3) A non-Hong Kong company falling within subsection (1)(b) must, within one month after the commencement date of this Part, apply to the Registrar for registration as a registered non-Hong Kong company. (4) An application under subsection (2) or (3)
  (a) must be in the specified form;
  (b) must contain the particulars prescribed by procedural regulations;
  (c) must contain the required details of at least one person who is proposed to be an authorized representative on registration of the non-Hong Kong company;
  (d) must be accompanied by the documents prescribed by procedural regulations; and
  (e) must be delivered to the Registrar.

(5) If none of the non-Hong Kong company's domestic names is in Roman script or in Chinese, an application under subsection (2) or (3) must also contain
  (a) where the company has one domestic name, a certified translation of that name in English or Chinese, or both; or
  (b) where the company has more than one domestic name, a certified translation of one of those names in English or Chinese, or both.

(6) If a non-Hong Kong company contravenes subsection (2) or (3), the company, every responsible person of the company, and every agent of the company who authorizes or permits the contravention, 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:

777

Registration of non-Hong Kong company

(1) On receiving an application under section 776(2) or (3), the Registrar must register the non-Hong Kong company as a registered non-Hong Kong company.

(2) If the application is not required by section 776(5) to contain a certified translation of a domestic name, the Registrar must enter in the Companies Register, as a corporate name
  (a) the non-Hong Kong company's domestic name in Roman script, or that company's domestic name in Chinese, or both; and
  (b) the certified translation, in English or Chinese, of a domestic name (if any) contained in the application pursuant to procedural regulations.

(3) If the application contains a certified translation of a domestic name for the purposes of section 776(5), the Registrar must enter that translation in the Companies Register as a corporate name. (4) On registering a non-Hong Kong company under subsection (1), the Registrar
  (a) must issue to the company a certificate of registration, with the Registrar 's signature, certifying the registration; and
  (b) must register the application and accompanying documents.

Division:3

Addition, Change or Cessation of Corporate Name

Section:

778

Company must notify Registrar of addition, change or cessation of name or translation of name

(1) If, as a result of an addition of domestic name, a registered non-Hong Kong company has a new domestic name in Roman script or in Chinese, the company must, within one month after the date of the addition, deliver to the Registrar for registration a return containing the particulars of the addition.

(2) If, as a result of a change to a domestic name, a registered non-Hong Kong company has a new domestic name, the company must, within one month after the date of the change, deliver to the Registrar for registration a return containing the particulars of the change.

(3) If a name of a registered non-Hong Kong company ceases to be a domestic name, the company must, within one month after the date of the cessation, deliver to the Registrar for registration a return
  (a) containing the particulars of the cessation; and
  (b) where, after the cessation, the company no longer has a name entered in the Companies Register as a corporate name, also containing the following particulars
    (i) at least one new domestic name in Roman script or in Chinese; or
    (ii) the certified translation, in English or Chinese, of at least one domestic name.

(4) Subsection (2) or (3) does not apply unless the registered non-Hong Kong company is registered in the Companies Register by the domestic name or a translation of it.

(5) If
  (a) a registered non-Hong Kong company does not have a corporate name in Roman script, and the company adopts a certified translation, in English, of a domestic name, under which it is to carry on business in Hong Kong; or
  (b) a registered non-Hong Kong company does not have a corporate name in Chinese, and the company adopts a certified translation, in Chinese, of a domestic name, under which it is to carry on business in Hong Kong, the company must, within one month after the date of the adoption, deliver to the Registrar for registration a return containing the particulars of the adoption and the certified translation of the domestic name.

(6) If a translation of a domestic name of a registered non- Hong Kong company is entered in the Companies Register as a corporate name, and the company replaces the translation with another translation of the domestic name, under which it is to carry on business in Hong Kong, the company must, within one month after the date of the replacement, deliver to the Registrar for registration a return containing the particulars of the replacement and the certified translation of the domestic name.

(7) If a translation of a domestic name of a registered non- Hong Kong company is entered in the Companies Register as a corporate name, and the translation ceases to be a name under which it is to carry on business in Hong Kong, the company must, within one month after the date of the cessation, deliver to the Registrar for registration a return
  (a) containing the particulars of the cessation; and
  (b) where, after the cessation, the company no longer has a name entered in the Companies Register as a corporate name, also containing the following particulars
    (i) at least one new domestic name in Roman script or Chinese; or
    (ii) the certified translation, in English or Chinese, of at least one domestic name.

(8) A return under subsection (1), (2), (3), (5), (6) or (7)
  (a) must be in the specified form; and
  (b) must be accompanied by the documents specified by the Registrar.

(9) A return under subsection (2) must also contain a certified translation of the new domestic name in English or Chinese, or both, if the new domestic name is neither in Roman script nor in Chinese.

(10) If a registered non-Hong Kong company contravenes subsection (1), (2), (3), (5), (6) or (7), the company, every responsible person of the company, and every agent of the company who authorizes or permits the contravention, 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:

779

Registration of corporate name

(1) If the Registrar receives a return under section 778(1), (2), (3), (5), (6) or (7), the Registrar
  (a) must make a note in the Companies Register to the effect that there is a change of corporate name;
  (b) must issue to the registered non-Hong Kong company a fresh certificate of registration containing the current corporate name; and
  (c) must register the return and accompanying documents.

(2) If the Registrar receives a return under section 778(1), the Registrar must also enter in the Companies Register, as a corporate name, the registered non-Hong Kong company's new domestic name.

(3) If the Registrar receives a return under section 778(2), and the return is not required by section 778(9) to contain a certified translation of a new domestic name, the Registrar must also enter in the Companies Register, as a corporate name
  (a) the registered non-Hong Kong company's new domestic name; and
  (b) the certified translation, in English or Chinese, of that domestic name (if any) contained in the return pursuant to procedural regulations.

(4) If the Registrar receives a return under section 778(2), and the return contains a certified translation of a new domestic name for the purposes of section 778(9), the Registrar must also enter that translation in the Companies Register as a corporate name.

(5) If the Registrar receives a return under section 778(3) or (7), and the return contains the particulars required by section 778(3)(b) or (7)(b), the Registrar must also enter in the Companies Register as a corporate name the new domestic name, or the certified translation of a domestic name, contained in the return.

(6) If the Registrar receives a return under section 778(5) or (6), the Registrar must also enter in the Companies Register, as a corporate name, the certified translation of the domestic name contained in the return.

(7) On a note being made under subsection (1)(a), a name entered in the Companies Register as an approved name in relation to the old corporate name is no longer an approved name, and the Registrar must make another note in the Companies Register to that effect.

(8) On an entry being made under subsection (2) or (3), a translation of a domestic name of the registered non-Hong Kong company that is entered in the Companies Register as a corporate name of the company is no longer a corporate name if it is in the same language as the new domestic name, and the Registrar must make a note in the Companies Register to that effect.

Division:4

Regulation of Names Used by Registered Non-Hong Kong Companies to Carry on Business in Hong Kong

Section:

780

Registrar may serve notice to regulate use of corporate names or approved names

(1) The Registrar may serve a notice on a registered non-Hong Kong company if satisfied that a corporate name or approved name of the company
  (a) is the same as or is too like
    (i) a name that appears, or should have appeared, in the index of names kept under section 22C of the predecessor Ordinance or in the Index of Company Names on the material date; or
    (ii) the name of a body corporate incorporated or established under an Ordinance before the material date; or
  (b) gives so misleading an indication of the nature of the company's activities in Hong Kong as to be likely to cause harm to the public.

(2) A notice must state the reasons for serving the notice.

(3) A notice for the purposes of subsection (1)(a) must be served on a registered non-Hong Kong company within 6 months beginning on the material date.

(4) In this section
material date(關鍵日期)
  (a) in relation to a domestic name, or a translation of a domestic name, of a registered non-Hong Kong company that is entered in the Companies Register under section 777 as a corporate name, means the date on which the certificate of registration was issued under that section;
  (b) in relation to a domestic name, or a translation of a domestic name, of a registered non-Hong Kong company that is entered in the Companies Register under section 779 as a corporate name, means the date on which the certificate of registration was issued under that section;
  (c) in relation to a domestic name, or a translation of a domestic name, of a registered non-Hong Kong company that is entered in the Companies Register on a restoration of the company to the Companies Register, means the date of the restoration;
  (d) in relation to a domestic name, or a translation of a domestic name, of a registered non-Hong Kong company that has already been entered in the Companies Register as at the coming into operation of this Part, means
    (i) the date on which the company complied with section 333 of the predecessor Ordinance; or
    (ii) if the company has delivered a return for registration under section 335 of the predecessor Ordinance, the date on which the certificate of registration was issued under that section;
  (e) in relation to a name that is entered in the Companies Register under section 782(5) or 785(5) as an approved name, means the date on which the certificate of registration was issued under that section; or
  (f) in relation to a name by which the registered non-Hong Kong company was registered by virtue of section 337B(3) of the predecessor Ordinance as an approved name, means the date of the registration.

Section:

781

Effect of notice

(1) If a registered non-Hong Kong company is served with a notice under section 780(1) for a corporate name or approved name, the company must not, after the end of 2 months after the date of service, carry on business in Hong Kong under that name.

(2) If a registered non-Hong Kong company contravenes subsection (1), the company, every responsible person of the company, and every agent of the company who authorizes or permits the contravention, commit an offence.

(3) A person who commits an offence under subsection (2) is liable to a fine at level 6 and, in the case of a continuing offence, to a further fine of $2,000 for each day during which the offence continues.

(4) This section does not invalidate any transaction entered into by the registered non-Hong Kong company.

Section:

782

Registration of approved name for carrying on business in Hong Kong

(1) If a registered non-Hong Kong company is served with a notice under section 780(1) for a corporate name or for an approved name in relation to a corporate name, the company may apply, in writing, to the Registrar for approval of another name, in relation to the corporate name, under which the company is to carry on business in Hong Kong.

(2) An application must be delivered to the Registrar.

(3) On receiving an application for approval of a name, the Registrar must approve the name unless satisfied that the name
  (a) is the same as or is too like
    (i) a name that appears, or should have appeared, in the Index of Company Names; or
    (ii) the name of a body corporate incorporated or established under an Ordinance; or
  (b) gives so misleading an indication of the nature of the registered non-Hong Kong company's activities in Hong Kong as to be likely to cause harm to the public.

(4) If the Registrar approves a name, the registered non-Hong Kong company may deliver to the Registrar for registration a return, in the specified form, specifying the name so approved.

(5) On receiving a return, the Registrar must, unless satisfied that the name specified in it is the same as a name that appears, or should have appeared, in the Index of Company Names
  (a) enter that specified name in the Companies Register as the name, in relation to the corporate name, under which the registered non-Hong Kong company is to carry on business in Hong Kong;
  (b) issue to the company a fresh certificate of registration containing the corporate name and the name so entered; and
  (c) register the return.

(6) On the issue of the fresh certificate of registration, the name entered in the Companies Register under subsection (5)(a) is, for all purposes of the law, the name under which the registered non-Hong Kong company is to carry on business in Hong Kong.

(7) Subsection (6) does not affect any rights or obligations vested in the registered non-Hong Kong company under the name for which the notice is served on the company under section 780(1).

(8) Subsection (6) does not render defective any legal proceedings by or against the registered non-Hong Kong company. If there are any legal proceedings that might have been commenced or continued by or against that company by the name for which the notice is served on that company under section 780(1), those proceedings may be commenced or continued by or against it by the name entered in the Companies Register under subsection (5)(a) as an approved name in relation to the corporate name.

Section:

783

Withdrawal of notice

(1) After a registered non-Hong Kong company is served with a notice under section 780(1) for a corporate name or for an approved name in relation to a corporate name, the Registrar may, on written application by the company, withdraw the notice.

(2) If the notice is withdrawn, section 781(1) ceases to apply to the registered non-Hong Kong company.

(3) If, after the notice is served, a name is entered in the Companies Register as an approved name in relation to the corporate name, the Registrar must, on withdrawing the notice
  (a) make a note in the Companies Register to the effect that the name is no longer an approved name; and
  (b) issue to the registered non-Hong Kong company a fresh certificate of registration containing the name for which the notice is served.

Section:

784

Appeal against decision to serve notice

Within 3 weeks after being served with a notice under section 780(1)(b) for a corporate name or for an approved name in relation to a corporate name, a registered non-Hong Kong company may appeal to the Administrative Appeals Board against the decision to serve the notice.

Section:

785

Change of approved name

(1) A registered non-Hong Kong company may apply, in writing, to the Registrar for change of an approved name, in relation to a corporate name, under which the company is to carry on business in Hong Kong.

(2) An application must be delivered to the Registrar.

(3) On receiving an application for change of an approved name, the Registrar must approve the new name unless satisfied that the new name
  (a) is the same as or is too like
    (i) a name that appears, or should have appeared, in the Index of Company Names; or
    (ii) the name of a body corporate incorporated or established under an Ordinance; or
  (b) gives so misleading an indication of the nature of the registered non-Hong Kong company's activities in Hong Kong as to be likely to cause harm to the public.

(4) If the Registrar approves a new name, the registered non- Hong Kong company may deliver to the Registrar for registration a return, in the specified form, specifying the new name so approved.

(5) On receiving a return, the Registrar must, unless satisfied that the new name specified in it is the same as a name that appears, or should have appeared, in the Index of Company Names
  (a) enter the new name in the Companies Register as the name, in relation to the corporate name, under which the registered non-Hong Kong company is to carry on business in Hong Kong;
  (b) make a note in the Companies Register to the effect that there is a change of approved name;
  (c) issue to the company a fresh certificate of registration containing the corporate name and the new approved name; and
  (d) register the return.

(6) On the issue of the fresh certificate of registration, the new approved name is, for all purposes of the law, the name under which the registered non-Hong Kong company is to carry on business in Hong Kong.

(7) Subsection (6) does not affect any rights or obligations vested in the registered non-Hong Kong company under the corporate name or the old approved name.

(8) Subsection (6) does not render defective any legal proceedings by or against the registered non-Hong Kong company. If there are any legal proceedings that might have been commenced or continued by or against that company by the corporate name or the old approved name, those proceedings may be commenced or continued by or against it by the new approved name in relation to the corporate name.

Division:5

Authorized Representatives of Registered Non-Hong Kong Companies

Section:

786

Company must keep authorized representative’s required details registered in Companies Register

(1) This section applies if
  (a) a person is registered in the Companies Register as an authorized representative of a registered non-Hong Kong company;
  (b) the person ceases to be an authorized representative of the non-Hong Kong company; and
  (c) after the cessation, no person is registered in the Companies Register as an authorized representative of the non-Hong Kong company.

(2) For the purposes of subsection (1)(b), it is irrelevant, that at the time of the cessation, the company is no longer a registered non-Hong Kong company by virtue of section 794(3) or 798(3).

(3) Within one month after the person ceases to be an authorized representative of the non-Hong Kong company, that company must deliver to the Registrar for registration under section 791(1) a return in respect of another person as an authorized representative of the company.

(4) Subsection (3) does not apply to the non-Hong Kong company if, when the person ceases to be an authorized representative of that company, it has ceased to have a place of business in Hong Kong for at least 11 months.

(5) If a non-Hong Kong company contravenes subsection (3), the company, every responsible person of the company, and every agent of the company who authorizes or permits the contravention, 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:

787

Termination of authorization

(1) A person registered in the Companies Register as an authorized representative of a registered non-Hong Kong company may terminate the authorization by sending to the company's registered office (or the equivalent) in its place of incorporation a written notice of termination stating the date of termination.

(2) A registered non-Hong Kong company may terminate the authorization of a person registered in the Companies Register as an authorized representative of the company by sending to the person's address shown in the Companies Register a written notice of termination stating the date of termination.

(3) After sending a notice of termination under subsection (1) or (2), the sender must, within one month after the date of the notice, notify the Registrar, in writing, of the date of termination.

(4) Subsection (3) does not apply to the sender if, at the time when the notice is sent, the registered non-Hong Kong company has ceased to have a place of business in Hong Kong for at least 11 months.

(5) A notification under subsection (3)
  (a) must be in the specified form; and
  (b) must be accompanied by the documents prescribed by procedural regulations. (6) A notification under subsection (3)
  (a) if given by a person registered as an authorized representative of a registered non-Hong Kong company, must contain a statement by the person that the company has been notified of the termination under subsection (1); or
  (b) if given by a registered non-Hong Kong company, must contain a statement by the company that the person registered as an authorized representative of the company has been notified of the termination under subsection (2).

(7) If an authorization is terminated under subsection (1) or (2), the termination takes effect on whichever is the later of the following
  (a) the date of termination stated in the notice of termination;
  (b) the expiration of 21 days after subsection (3) is complied with.

(8) In this section, a reference to a registered non-Hong Kong company includes a non-Hong Kong company that is no longer a registered non-Hong Kong company by virtue of section 794(3) or 798(3).

Division:6

Returns and Accounts of Registered Non-Hong Kong Companies

Section:

788

Company must deliver annual return for registration

(1) Within 42 days after each anniversary of the date on which the certificate of registration was issued under section 777(4)(a) or the predecessor Ordinance, a registered non- Hong Kong company must deliver to the Registrar a return for registration. (2) A return
  (a) must be in the specified form;
  (b) must contain the particulars prescribed by procedural regulations; and
  (c) must be accompanied by the documents prescribed by procedural regulations.

(3) If a registered non-Hong Kong company contravenes subsection (1), the company, every responsible person of the company, and every agent of the company who authorizes or permits the contravention, 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 $1,000 for each day during which the offence continues.

(4) If a registered non-Hong Kong company, or an officer or agent of a registered non-Hong Kong company, is convicted of an offence under subsection (3), the magistrate may, in addition to any penalty that may be imposed, order the company, or the officer or agent, to deliver to the Registrar a return for registration within a time specified in the order.

(5) If a registered non-Hong Kong company, or an officer or agent of a registered non-Hong Kong company, fails to comply with an order under subsection (4), the company, or the officer or agent, commits an offence and is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1,000 for each day during which the offence continues.

Section:

789

Company must deliver accounts for registration

(1) This section applies if a registered non-Hong Kong company is required to publish its accounts, or to deliver copies of its accounts to any person in whose office the accounts may be inspected as of right by members of the public
  (a) by the law of its place of incorporation; or
  (b) by either of the following, but not by the law of its place of incorporation
    (i) the law of any other jurisdiction where it is registered as a company;
    (ii) the rules of any stock exchange or similar regulatory bodies in that jurisdiction.

(2) When the registered non-Hong Kong company delivers to the Registrar a return for registration under section 788, it must also deliver to the Registrar for registration
  (a) in the case of subsection (1)(a), a certified copy of its latest published accounts for a period of at least 12 months that comply with the law of its place of incorporation; or
  (b) in the case of subsection (1)(b), a certified copy of its latest published accounts for a period of at least 12 months that comply with any of the law or rules mentioned in subparagraphs (i) and (ii) of that subsection.

(3) If a registered non-Hong Kong company contravenes subsection (2), the company, every responsible person of the company, and every agent of the company who authorizes or permits the contravention, 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 registered non-Hong Kong company, or an officer or agent of a registered non-Hong Kong company, is convicted of an offence under subsection (3), the magistrate may, in addition to any penalty that may be imposed, order the company, or the officer or agent, to deliver to the Registrar the certified copy of any accounts mentioned in subsection (2)(a) or (b) for registration within a time specified in the order.

(5) If a registered non-Hong Kong company, or an officer or agent of a registered non-Hong Kong company, fails to comply with an order under subsection (4), the company, or the officer or agent, commits an offence and 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.

(6) In this section, a reference to a certified copy of any accounts is, if the accounts are not in English or Chinese, a reference to a certified translation of the accounts in English or Chinese.

Section:

790

Directors may revise accounts not complying with certain requirement

(1) If a certified copy of any accounts has been delivered to the Registrar for registration under section 336 of the predecessor Ordinance or section 789, and it appears to the directors of the registered non-Hong Kong company that the accounts did not comply with the regulatory requirement specified in subsection (2), those directors may revise the accounts.

(2) The regulatory requirement is
  (a) in relation to the accounts of a registered non-Hong Kong company to which section 336(1) of the predecessor Ordinance or section 789(1)(a) applies, the law of its place of incorporation; or
  (b) in relation to the accounts of a registered non-Hong Kong company to which section 336(2) of the predecessor Ordinance or section 789(1)(b) applies
    (i) the law of any other jurisdiction where it is registered as a company; or
    (ii) the rules of any stock exchange or similar regulatory bodies in that jurisdiction.

(3) A revision of the accounts must be confined to
  (a) those aspects in which the accounts did not comply with the regulatory requirement specified in subsection (2); and
  (b) other necessary consequential revisions.

(4) If the directors of a registered non-Hong Kong company decide to revise any accounts under subsection (1), the company must, within 15 days after the decision, deliver to the Registrar for registration a warning statement, in the specified form, that the accounts will be so revised.

(5) If a registered non-Hong Kong company contravenes subsection (4), the company, every responsible person of the company, and every agent of the company who authorizes or permits the contravention, 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:

791

Company must deliver return for registration in case of change of certain particulars

Remarks:
Section 791(4) is not yet in operation.
(1) If there is, in relation to a registered non-Hong Kong company, a change specified in subsection (2), the company must, within one month after the date of the change, deliver to the Registrar for registration a return containing the particulars of the change.

(2) The change is one made in
  (a) the charter, statutes or memorandum (including articles, if any) of the registered non-Hong Kong company, or other instruments defining the company's constitution;
  (b) the directors, company secretary (or, where there are joint company secretaries, each of them) or authorized representatives of the company;
  (c) the particulars of the directors, company secretary (or, where there are joint company secretaries, each of them) or authorized representatives of the company delivered to the Registrar under this Part; or
  (d) the address of the company's principal place of business in Hong Kong or of its registered office (or the equivalent), or its principal place of business, in its place of incorporation.

(3) A return
  (a) must be in the specified form;
  (b) must contain the particulars prescribed by procedural regulations; and
  (c) must be accompanied by the documents prescribed by procedural regulations.

(4) If the registered non-Hong Kong company is not allowed under section 56(7)(b) to state in a return under this section that a director's correspondence address is changed to an address other than the address specified in section 56(7)(b)(i) or (ii), this section does not apply in relation to that change.

(5) If a registered non-Hong Kong company contravenes subsection (1) in respect of a change specified in subsection (2)(a), the company, every responsible person of the company, and every agent of the company who authorizes or permits the contravention, 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.

(6) If a registered non-Hong Kong company contravenes subsection (1) in respect of a change specified in subsection (2)(b) or (c), the company, every responsible person of the company, and every agent of the company who authorizes or permits the contravention, 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.

(7) If a registered non-Hong Kong company contravenes subsection (1) in respect of a change specified in subsection (2)(d), the company, every responsible person of the company, and every agent of the company who authorizes or permits the contravention, 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.

Division:7

Other Obligations

Section:

792

Non-Hong Kong company must state names, place of incorporation, etc.

(1) A non-Hong Kong company must, on every place where it carries on business in Hong Kong
  (a) conspicuously exhibit its name and its place of incorporation; and
  (b) if applicable, conspicuously exhibit a notice of the fact that the liability of its members is limited.

(2) A non-Hong Kong company must, in every bill-head, letter paper, notice and other official publication of the company in Hong Kong
  (a) state in legible characters its name and its place of incorporation; and
  (b) if applicable, state in legible characters that the liability of its members is limited.

(3) If a non-Hong Kong company is in liquidation, it must, in every advertisement of the company in Hong Kong
  (a) state in legible characters its name and its place of incorporation; and
  (b) if applicable, state in legible characters that the liability of its members is limited.

(4) If a non-Hong Kong company is in liquidation, it must comply with subsection (5)
  (a) when exhibiting its name under subsection (1); or
  (b) when stating its name under subsection (2) or (3).

(5) The non-Hong Kong company must
  (a) if its name is in a language other than Chinese, add (in liquidation)after the name;
  (b) if its name is in Chinese, add (正進行清盤)after the name; or
  (c) if its name is in Chinese and in a language other than Chinese
    (i) add (正進行清盤)after the name in Chinese; and
    (ii) add (in liquidation)after the name in that other language.

(6) If a non-Hong Kong company contravenes subsection (1), (2), (3) or (4), the company, every responsible person of the company, and every agent of the company who authorizes or permits the contravention, commit an offence, and each is liable to a fine at level 3.

(7) In this section, a reference to a non-Hong Kong company's name is
  (a) in the case of a registered non-Hong Kong company, a reference to the company's corporate name; or
  (b) in the case of a registered non-Hong Kong company with an approved name, in relation to a corporate name, shown in the Companies Register, a reference to the company's approved name.

Section:

793

Registered non-Hong Kong company must notify Registrar of commencement of liquidation etc.

(1) Within 15 days after the later of the dates specified in subsection (2), a registered non-Hong Kong company must deliver to the Registrar for registration a notice, in the specified form, containing
  (a) the particulars specified in subsection (3); and
  (b) if a person is appointed as liquidator or provisional liquidator, the further particulars specified in subsection (4).

(2) The dates are
  (a) the date of commencement of any proceedings for the liquidation of the registered non-Hong Kong company; and
  (b) the date on which the notice of commencement of such proceedings was served on the company according to the law of the place in which those proceedings are commenced.

(3) The particulars are
  (a) the date of commencement of the proceedings for the liquidation of the registered non-Hong Kong company;
  (b) the country where the proceedings are commenced; and
  (c) whether the liquidation is a voluntary or compulsory liquidation, or is in another mode of liquidation as specified in the notice under subsection (1).

(4) The further particulars are
  (a) whether the person is appointed as liquidator or provisional liquidator;
  (b) whether the person is a sole liquidator, or one of the joint, or joint and several, liquidators;
  (c) the date of the appointment; and
  (d) the following details of the person
    (i) in the case of a natural person, the present forename and surname, the address, and the number of the identity card or, if the person does not have an identity card, the number and issuing country of any passport held by the person; or
    (ii) in any other case, the name and the address.

(5) Subsection (6) applies if
  (a) any change occurs in the particulars contained in a notice under subsection (1);
  (b) a liquidator or provisional liquidator is appointed after such a notice is delivered to the Registrar for registration; or
  (c) the liquidator or provisional liquidator whose name is contained in such a notice has ceased to hold office as such.

(6) Within 15 days after the change, appointment or cessation, the registered non-Hong Kong company must deliver to the Registrar for registration a notice, in the specified form, containing the particulars of the change, the further particulars specified in subsection (4) of the liquidator or provisional liquidator appointed, or the date of the cessation to hold office as liquidator or provisional liquidator.

(7) If a registered non-Hong Kong company contravenes subsection (1) or (6), the company, every responsible person of the company, and every agent of the company who authorizes or permits the contravention, 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.

(8) In this section
forename(名字) includes a Christian or given name;
surname(姓氏), in the case of a person usually known by a title different from the person's surname, means the title.

Section:

794

Registered non-Hong Kong company must notify Registrar of cessation of place of business in Hong Kong

(1) If a registered non-Hong Kong company ceases to have a place of business in Hong Kong, the company must, within 7 days after the cessation, deliver to the Registrar a notice, in the specified form, of that fact.

(2) On receiving a notice, the Registrar
  (a) must register the notice in relation to the registered non-Hong Kong company; and
  (b) must enter in the Companies Register a statement that the company has ceased to have a place of business in Hong Kong.

(3) On the entry of the statement in the Companies Register under subsection (2)(b), the company is no longer a registered non-Hong Kong company.

(4) If a registered non-Hong Kong company contravenes subsection (1), the company, every responsible person of the company, and every agent of the company who authorizes or permits the contravention, 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:

795

Authorized representative of registered non-Hong Kong company must notify Registrar of dissolution

(1) If a registered non-Hong Kong company is dissolved, an authorized representative of the company must, within 15 days after the date of dissolution, deliver to the Registrar
  (a) a notice, in the specified form, of that fact; and
  (b) a certified copy of the instrument effecting the dissolution or, in the case of an instrument not in English or Chinese, a certified translation of the instrument in English or Chinese.

(2) On receiving a notice and document under subsection (1), the Registrar
  (a) must register the notice and document in relation to the registered non-Hong Kong company; and
  (b) must enter in the Companies Register a statement that the company has been dissolved.

(3) On the entry of the statement in the Companies Register under subsection (2)(b), the company is no longer a registered non-Hong Kong company.

(4) If an authorized representative of a registered non-Hong Kong company contravenes subsection (1), the authorized representative commits an offence and 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.

(5) If a person is charged with an offence under subsection (4), it is a defence to establish that the person did not know, and had no reason to believe, that the registered non-Hong Kong company was dissolved.

Division:6

Striking off

Section:

796

Registrar may send inquiry letter to registered non-Hong Kong company

(1) If the Registrar has reasonable cause to believe that a registered non-Hong Kong company has ceased to have a place of business in Hong Kong, the Registrar may send to the company by post a letter inquiring whether the company has ceased to have a place of business in Hong Kong.

(2) A letter must be addressed
  (a) to an authorized representative of the registered non-Hong Kong company whose required details are shown in the Companies Register; or
  (b) if no required details of authorized representatives of the company are shown in the Companies Register, to any place of business established by the company in Hong Kong.

(3) If the Registrar is of the opinion that a letter under subsection (1) is unlikely to be received by the registered non-Hong Kong company, the Registrar may, instead of sending a letter under that subsection, publish in the Gazette a notice that, unless cause is shown to the contrary, the company's name will be struck off the Companies Register, and the company will no longer be a registered non-Hong Kong company, at the end of 3 months after the date of the notice.

Section:

797

Registrar must follow up under certain circumstances

(1) This section applies if, within one month after sending a letter under section 796(1)
  (a) the Registrar does not receive a reply to the letter; or
  (b) the Registrar receives a reply to the letter to the effect that the registered non-Hong Kong company has ceased to have a place of business in Hong Kong.

(2) The Registrar must, within 30 days after the end of that one month
  (a) subject to subsection (4), send to the registered non-Hong Kong company by registered post another letter—
    (i) referring to the letter sent under section 796(1); and
    (ii) stating that
      (A) no reply to it has been received; or
      (B) the Registrar has received a reply to it to the effect that the company has ceased to have a place of business in Hong Kong; and
  (b) publish in the Gazette a notice that, unless cause is shown to the contrary, the company's name will be struck off the Companies Register, and the company will no longer be a registered non-Hong Kong company, at the end of 3 months after the date of the notice.

(3) A letter must be addressed
  (a) to an authorized representative of the registered non-Hong Kong company whose required details are shown in the Companies Register; or
  (b) if no required details of authorized representatives of the company are shown in the Companies Register, to any place of business established by the company in Hong Kong.

(4) The Registrar is not required to send a letter to the registered non-Hong Kong company under subsection (2)(a) if the Registrar is of the opinion that the letter is unlikely to be received by the company.

Section:

798

Registrar may strike off registered non-Hong Kong company’s name

(1) After publishing a notice under section 796(3) or 797(2)(b), the Registrar may, unless cause is shown to the contrary, strike the registered non-Hong Kong company's name off the Companies Register at the end of 3 months after the date of the notice.

(2) The Registrar must publish in the Gazette a notice indicating that the non-Hong Kong company's name has
been struck off the Companies Register.

(3) On publication of the notice under subsection (2), the non-Hong Kong company is no longer a registered non- Hong Kong company.

(4) Subject to subsection (5), the non-Hong Kong company must not have a place of business in Hong Kong as long as it is not a registered non-Hong Kong company.

(5) Subsection (4) does not prohibit the non-Hong Kong company from having a place of business in Hong Kong that is established after the publication of the notice under subsection (2) if it applies for registration under section 776(2) within one month after establishing that place of business.

(6) If a non-Hong Kong company contravenes subsection (4), the company, every responsible person of the company, and every agent of the company who authorizes or permits the contravention, 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 $1,000 for each day during which the offence continues.

Section:

799

Application to Registrar for restoration of non-Hong Kong company

(1) This section applies if a non-Hong Kong company's name
  (a) has been struck off the Companies Register under section 798; or
  (b) has been struck off the register of companies by virtue of section 339A(2) of the predecessor Ordinance.

(2) A person who is a director or member of the non-Hong Kong company may apply to the Registrar for the restoration of the company to the Companies Register.

(3) An application must be made within 6 years after the date of the striking off. For this purpose, an application is made when it is received by the Registrar.

(4) An application must be accompanied by a statement
  (a) that the applicant is a director or member of the non-Hong Kong company; and
  (b) that the conditions specified in section 800(2) are met.

(5) The Registrar may accept the statement as sufficient evidence of the matters mentioned in subsection (4)(a) and (b).

Section:

800

Conditions for granting application

(1) The Registrar must not grant an application made under section 799 unless all the conditions specified in subsection (2), and any other conditions that the Registrar thinks fit, are met.

(2) The conditions are
  (a) that the non-Hong Kong company had at the time of the application, and at any time within the period of 6 months before its name was struck off the Companies Register, a place of business in Hong Kong; and
  (b) that the applicant has delivered to the Registrar the documents relating to the non-Hong Kong company that are necessary to bring up to date the records kept by the Registrar.

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