Hong Kong Companies Ordinance

Hong Kong Companies Ordinance is enforced by the Company Registry of Hong Kong. The primary functions of the Hong Kong Company Registry include the incorporation of local companies; the registration of oversea companies; the registration of documents required to be submitted by registered companies; the deregistration of defunct, solvent private companies; the prosecution of companies and their officers for breaches of the various regulatory provisions of the Hong Kong Companies Ordinance; the provision of facilities to inspect and obtain company information; and advising the Government on policy and legislative issues regarding company law and related legislation, including the Overall Review of the Hong Kong Companies Ordinance.

Table of Contents of Hong Kong Companies Ordinance

Full text of the Hong Kong Companies Ordinance can be accessed at
Hong Kong Companies Ordinance

HONG KONG COMPANIES ORDINANCE
(as amended, 1997)

CONTENTS

1. Short title

Interpretation and Specification of Forms

2. Interpretation
2A. Registrar to specify forms
3. (Repealed)

PART I - INCORPORATION OF COMPANIES AND MATTERS INCIDENTAL THERETO

Memorandum of Association

4. Mode of forming incorporated company
5. Requirements with respect to memorandum
5A. Power of a company
5B. Power limited by memorandum etc.
5C. Exclusion of deemed notice
6. Signature of memorandum
7. Restriction on alteration of memorandum
8. Mode in which and extent to which objects may be altered

Articles of Association

9. Articles prescribing regulations for companies
10. Regulations required in case of unlimited company or company limited by guarantee
11. Adoption and application of Table A
12. Printing and signature of articles
13. Alteration of articles by special resolution

Form of Memorandum and Articles

14. Statutory forms of memorandum and articles

Registration

15. Registration of memorandum and articles
16. Effect of registration
17. Power of company to hold lands
18. Conclusiveness of certificate of incorporation
19. Unlimited companies may be re-registered as limited

Provisions with respect to Names of Companies

20. Restriction on registration of companies by certain names
20A. (Repealed)
21. Power to dispense with “limited” in name of charitable and other companies
22. Change of name
22A. Power of Registrar to require company to abandon misleading name
22B. Specification of names by Governor
22C. Registrar’s index of company names

General Provisions with respect to Memorandum and Articles

23. Effect of memorandum and articles
24. Provision as to memorandum and articles of companies limited by guarantee
25. Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent
25A. Power to alter conditions in memorandum which could have been contained in articles
26. Copies of memorandum and articles to be given to members
27. Issued copies of memorandum to embody alterations

Membership of Company

28. Definition of member
28A. Membership of holding company

Private Companies

29. Meaning of private company
30. Circumstances in which company ceases to be or to enjoy privileges of a private company

Reduction of Number of Members below Legal Minimum

31. Liability for debts where business carried on without minimum number of members

Contracts, etc.

32. Form of contracts
32A. Pre-incorporation contracts
33. Bills of exchange and promissory notes
34. Execution of deeds abroad
35. Power for company to have official seal for use abroad

Authentication of Documents

36. Authentication of documents

PART II - SHARE CAPITAL AND DEBENTURES

Prospectus

37. Dating of prospectus
38. Specific requirements as to particulars in prospectus
38A. Exemption of certain persons and prospectuses from compliance with certain provisions
38B. Advertisements concerning prospectuses
38C. Expert’s consent to issue of prospectus containing statement by him
38D. Registration of prospectus
39. (Repealed)
40. Civil liability for misstatements in prospectus
40A. Criminal liability for misstatements in prospectus
40B. Right to damages and compensation not affected
41. Document containing offer of shares or debentures for sale to be deemed prospectus
41A. Interpretation of provisions relating to prospectuses

Allotment

42. Prohibition of allotment unless minimum subscription received
43. Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to Registrar
44. Effect of irregular allotment
44A. Applications for, and allotment of, shares and debentures
44B. Allotment of shares and debentures to be listed on stock exchange
45. Return as to allotments

Commissions and Discounts

46. Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, &c.
47. (Repealed)

Financial assistance by a company for acquisition of its own shares

Provisions applying to all companies

47A. Financial assistance generally prohibited
47B. Definitions
47C. Transactions not prohibited by section 47A

Listed Companies

47D. Special restriction for listed companies

Unlisted Companies

47E. Relaxation of section 47A for unlisted companies
47F. Statutory declaration under section 47E
47G. Special resolution under section 47E
48. Time for giving financial assistance under section 47E

Construction of References to offering Shares or Debentures to the Public

48A. Construction of references to offering shares or debentures to the public

Issue of Shares at Premium, Redeemable Preference Shares, and Shares at Discount

48B. Application of premiums received on issue of shares

Redeemable shares; Purchase by a company of its own shares

Redemption and purchase generally

49. Power to issue redeemable shares
49A. Financing etc. of redemption
49B. Power of company to purchase own shares
49BA. Requirements for listed company to purchase own shares
49C. Payments apart from purchase price to be made out of distributable profits
49D. Authority for purchase by unlisted company
49E. Authority for contingent purchase contract
49F. Assignment or release of company’s right to purchase own shares
49G. Disclosure by company of purchase of own shares
49H. The capital redemption reserve

Redemption or purchase of own shares out of capital (private companies only)

49I. Power of private companies to redeem or purchase own shares out of capital
49J. Availability of profits for purposes of section 49I
49K. Conditions for payment out of capital
49L. Procedure for special resolution under section 49K
49M. Publicity for proposed payment out of capital
49N. Objections by company’s members or creditors
490. Powers of court on application under section 49N

Supplementary

49P. Effect of company’s failure to redeem or purchase
49Q. Power for Governor in Council to modify certain sections
49R. Transitional cases arising under sections 49 to 49S; and savings
49S. Definitions for sections 49 to 49R
50. Power to issue shares at a discount

Miscellaneous Provisions as to Share Capital

51. Power of company to arrange for different amounts being paid on shares
52. Reserve liability of limited company
53. Power of company limited by shares to alter its share capital
54. Notice to Registrar of consolidation of share capital, conversion of shares into stock, &c.
55. Notice of increase of share capital
56. Power of unlimited company to provide for reserve share capital on re-registration
57. Power of company to pay interest out of capital in certain cases
57A. Non voting shares and shares with different voting rights
57B. Approval of company required for allotment of shares by directors
57C. Validation of shares improperly issued

Reduction of Share Capital

58. Special resolution for reduction of share capital
59. Application to court for confirming order, objections by creditors and settlement of list of objecting creditors
60. Order confirming reduction and powers of court on making such order
61. Registration of order and minute of reduction
62. Liability of members in respect of reduced shares
63. Penalty for concealing name of creditor

Variation of Shareholders’ Rights

63A. Variation of rights attached to special classes of shares
64. Rights of holders of special classes of shares
64A. Documents relating to rights of holders of special classes of shares to be filed with Registrar

Transfer of Shares and Debentures, Evidence of Title

65. Nature of shares
65A. Numbering of shares
66. Transfer not to be registered except on production of instrument of transfer
67. Transfer by personal representative
68. Registration of transfer at request of transferor
69. Notice of refusal to register transfer
69A. Certification of transfers
70. Duties of company with respect to issue of certificates
71. Certificate to be evidence of title
71A. Procedure for replacement of lost certificate
72. Evidence of grant of probate
73. Issue and effect of share warrants to bearer
73A. Official seals for sealing share certificates etc.
74. Power to make compensation for losses from forged transfers

Special Provisions as to Debentures

74A. Company’s register of debenture holders
74B. Construction of provision of instrument relating to form of register of debenture holders
75. Rights of inspection of register of debenture holders and to copies of register and trust deed or other document
75A. Meetings of debenture holders
75B. Liability of trustees for debenture holders
76. Perpetual debentures
77. Power to re-issue redeemed debentures on certain cases
78. Specific performance of contracts to subscribe for debentures
79. Payment of certain debts out of assets subject to floating charge in priority to claims under the charge

PART II A - DISTRIBUTION OF PROFITS AND ASSETS

79A. Interpretation
79B. Certain distributions prohibited
79C. Restriction on distribution of assets
79D. Exemption of certain companies
79E. Realised profits of insurance company with long term business

Relevant Accounts

79F. Distribution to be justified by reference to company’s accounts
79G. Requirement for last annual accounts
79H. Requirement for interim accounts
79I. Requirements for initial accounts
79J. Method of applying section 79F to successive distributions
79K. Treatment of assets in the relevant accounts
79L. Distributions in kind

Supplementary

79M. Consequences of unlawful distribution
79N. Saving for provision in articles operative before the appointed day
79O. Application to certain companies
79P. Saving for other restraints on distribution

PART III - REGISTRATION OF CHARGES

Registration of Charges with Registrar of Companies

80. Registration of charges created by companies
81. Duty of company to register charges created by company
82. Duty of company to register charges existing on property acquired
83. Register of charges to be kept by Registrar
84. (Repealed)
85. Entries of satisfaction and release of property from charge
86. Extension of time for registration, and rectification of register of charges
87. Notice to Registrar of appointment of receiver or manager, or of mortgagee taking possession

Provisions as to Company’s Register of Charges and as to
Copies of Instruments creating Charges

88. Copies of instruments creating charges to be kept by company
89. Company’s register of charges
90. Right to inspect copies of instruments creating mortgages and charges and company’s register of charges

Application of Part III to Companies incorporated outside Hong Kong

91. Application of Part III to company incorporated outside Hong Kong

Part IV - Management And Administration

Registered Office and Name

92. Registered office of company
93. Publication of name by company
94. Adequacy of certain descriptions of companies

Register of Members

95. Register of members
96. Index of members of company
97. Provisions as to entries in register in relation to share warrants
98. Inspection of register of members
98A. Consequences of failure to comply with requirements as to register owing to agent’s default
99. Power to close register of members and register of debenture holders
100. Power of court to rectify register
101. Trusts not to be entered on register
102. Register to be evidence

Branch Register

103. Power of company to keep branch register
104. Regulations as to branch register
105. (Repealed)
106. Provisions as to branch registers of oversea companies kept in Hong Kong

Annual Return

107. Annual return to be made by company
108. (Repealed)
109. General provisions as to annual returns
110. Certificates to be sent by private company with annual return

Meeting and Proceedings

111. Annual general meeting
112. (Repealed)
113. Convening of extraordinary general meeting on requisition
114. Length of notice for calling meetings
114A. General provisions as to meetings and votes
114B. Power of court to order meeting
I 14C. Proxies
114D. Right to demand a poll
114E. Voting on a poll
115. Representation of companies at meetings of other companies and of creditors
115A. Circulation of members’ resolutions, etc.
116. Special resolutions
116A. Restriction on alteration of articles to improve director’s emoluments
116B. Resolutions signed by all members deemed to have been passed at meeting
116C. Resolutions requiring special notice
117. Registration and copies of certain resolutions and agreements
118. Resolutions passed at adjourned meetings
119. Minutes of proceedings of meetings and directors
119A. Place where minute books to be kept and notice of change of place
120. Inspection of minute books

Accounts and Audit

121. Keeping of books of account
122. Profit and loss account and balance sheet
123. General provisions as to contents and form of accounts
124. Obligation to lay group accounts before holding company
125. Form of group accounts
126. Contents of group accounts
127. Financial year of holding company and subsidiary
128. Statement in holding company’s accounts of identities and places of incorporation of subsidiaries, and particulars of share-holdings therein
129. Statement in company’s accounts of identities and places of incorporation of companies not subsidiaries whose shares it holds, and particulars of those shares
129A. Statement in subsidiary company’s accounts of name and place of incorporation of its ultimate holding company
129B. Signing of balance sheet
129C. Accounts to be annexed, and auditors’ report to be attached, to balance sheet
129D. Directors’ report to be attached to balance sheet
129E. Directors’ report to show, for items included under authority of proviso to section 141C corresponding amounts for preceding financial year
129F. Penalization of failure by directors to secure compliance with requirements of sections 129D and 129E
129G. Right to receive copies of balance sheets and directors’ and auditors’ reports
130. (Repealed)
131. Appointment and removal of auditors
132. Supplementary provisions relating to appointment and removal of auditors
133. Powers of auditors in relation to subsidiaries
134. False statements etc. to auditors
135-139. (Repealed)
140. Disqualifications for appointment as auditor
140A. Resignation of auditor
140B. Right of auditor who resigns to requisition meeting of company, etc.
141. Auditors’ report and rights of access to books and to attend and be heard at meetings
141A. Special provisions in respect of financial years ending before 30.9.75
141B. Special provisions in respect of first financial year ending after 29.9.75
141 C. Construction of references to documents annexed to accounts

Accounts of certain private companies

141D. Power of shareholders of certain private companies to waive compliance with requirements as to accounts

Inspection

142. Investigation of the affairs of a company on application of members
143. Investigation of the affairs of a company in other cases
144. Production of documents, and evidence, on investigation
145A. Delegation of powers by inspector
145B. Power of inspector to call for director’s accounts
146. Inspector’s report
146A. Extension of Financial Secretary’s powers of investigation to certain bodies incorporated outside Hong Kong
147. Proceedings on inspector’s report
148. Expenses of investigation of the affairs of a company
149. Inspector’s report to be evidence
149A. (Repealed)
150. Saving for solicitors and bankers
151. Notice to Registrar
152. Power of company to appoint inspector

Inspection of Companies’ Books and Papers

152A. Power of Financial Secretary to require production of documents
152B. Entry and search of premises
152C. Provision for security of information
152D. Penalization of destruction, mutilation, etc. of company documents
152E. Penalization of furnishing false information under section 152A
152F. Saving for solicitors and bankers

Directors and other Officers

153. Directors
154. Secretary
154A. Restriction on body corporate being director
154B. Avoidance of acts done by person in dual capacity as director and secretary
155. Qualification of director
155A. Approval of company required for disposal by directors of company’s fixed assets
155B. Notices of resolutions to contain explanation of their effect and particulars of relevant interests of directors
155C. Directors’ duty to shareholders regarding prospectus or statement in lieu
156. Provisions as to undischarged bankrupts acting as directors
157. Validity of acts of directors
157A. Appointment of directors to be voted on individually
157B. Removal of directors
157C. Minimum age limit for directors
157D. Resignation of director or secretary
157E-157G. (Repealed)
157H. Prohibition of loans to directors, etc.
157I. Civil consequences of transactions contravening section 157H
157J. Criminal penalties for contravention of section 157H
158. Register of directors and secretaries
158A. Place where register of directors and secretaries may be kept
158B. Duty to make disclosure for purposes of section 158
158C. Registrar to keep an index of directors
159. Limited company may have directors with unlimited liability
160. Special resolution of limited company making liability of directors unlimited
161. Particulars in accounts of directors’ emoluments, pensions, etc.
161A. Statements annexed to accounts showing certain items to include corresponding amounts for preceding financial year
161B. Particulars in accounts of loans to officers, etc.
161BA.Further provisions relating to loans to officers, etc. of authorized financial institutions
161C. General duty to make disclosure for purposes of sections 161 and 161B
162. Disclosure by directors of material interests in contracts
162A. Special provision relating to management contracts
163. Approval of company requisite for payment by it to director or past director for loss of office etc.
163A. Approval of company requisite for any payment, in connexion with transfer of its property, to director or past director for loss of office etc.
163B. Duty of director or past director to disclose payment for loss of office, etc., made in connexion with transfer of shares in company
163C. Approval of company requisite for payment of damages or pension to director or past director in certain cases
163D. Provisions supplementary to sections 163, 163A, 163B and 163C
164. Provisions as to assignment of office by directors

Avoidance of Provisions in Articles or Contracts relieving Officers from Liability

165. Provisions as to liability of officers and auditors

Arrangements and Reconstructions

166. Power to compromise with creditors and members
166A. Information as to compromises with creditors and members
167. Provisions for facilitating reconstruction and amalgamation of companies
168. Rights of company and minority shareholders in case of successful take-over offer

Minorities

168A. Alternative remedy to winding up in cases of unfair prejudice
168B. Rights of company and minority shareholders in case of successful buy out by share repurchase

PART IVA - DISQUALIFICATION OF DIRECTORS

168C. Interpretation
168D. Disqualification orders: general
168E. Disqualification on conviction of indictable offence
168F. Disqualification for persistent breaches of Ordinance
168G. Disqualification for fraud, etc., in winding up
168H. Duty of court to disqualify unfit directors of insolvent companies
168I. Applications to court under section 168H: reporting provisions
168J. Disqualification after investigation of company
168K. Matters for determining unfitness of directors
168L. Fraudulent trading
168M. Criminal penalties
168N. Offences by body corporate
1680. Personal liability for company’s debts where person acts while disqualified
168P. Application for disqualification order
168Q. Application for leave under an order
168R. Register of disqualification orders
168S. Regulations
168T. Transitional

PART V - WINDING UP

(i) Preliminary

Modes of Winding Up

169. Modes of winding up

Contributories

170. Liability as contributories of present and past members
171. Definition of contributory
172. Nature of liability of contributory
173. Contributories in case of death of member
174. Contributories in case of bankruptcy of member
175. (Repealed)

(ii) Winding Up By The Court

Jurisdiction

176. Jurisdiction to wind up companies

Cases in which Company may be wound up by Court

177. Circumstances in which company may be wound up by court
178. Definition of inability to pay debts

Petition for Winding Up and Effects thereof

179. Provisions as to applications for winding up
179A. Appearance of Official Receiver
180. Powers of court on hearing petition
180A. Hearing of unopposed petition by Registrar of Supreme Court
181. Power to stay or restrain proceedings against company
182. Avoidance of dispositions of property, &c. after commencement of winding up
183. Avoidance of attachments, &c.

Commencement of Winding Up

184. Commencement of winding up by the court

Consequences of Winding-up Order

185. Copy of order to be delivered to Registrar
186. Actions stayed on winding-up order
187. Effect of winding-up order

Official Receiver in Winding Up

188. Official Receiver appointed under Bankruptcy Ordinance to be official receiver for winding-up purposes
189. (Repealed)
190. Statement of company’s affairs to be submitted to Official Receiver
191. Report by Official Receiver

Liquidators

192. Power of court to appoint liquidators
193. Appointment and powers of provisional liquidator
194. Appointment, style, &c. of liquidators
195. Provisions where person other than Official Receiver is appointed liquidator
196. General provisions as to liquidators
197. Custody of company’s property
198. Vesting of property of company in liquidator
199. Powers of liquidator
200. Exercise and control of liquidator’s powers
201. Books to be kept by liquidator
202. Payments of liquidator into bank or Treasury
203. Audit of liquidator’s accounts
204. Control of Official Receiver over liquidators
205. Release of liquidators

Committees of Inspection

206. Meetings of creditors and contributories to determine whether committee of inspection shall be appointed
207. Constitution and proceedings of committee of inspection
208. Powers of court where no committee of inspection

General Powers of Court in case of Winding Up by Court

209. Power to stay winding up
209A. Power of court to order winding up to be conducted as creditors’ voluntary winding up
209B. Consequences of an order under section 209A
209C. Transitional
210. Settlement of list of contributories and application of assets
211. Delivery of property to liquidator
212. Payment of debts due by contributory to company and extent to which set off allowed
213. Power of court to make calls
214. Payment into bank of moneys due to company
215. Order on contributory conclusive evidence
216. Appointment of special manager
217. Exclusion of creditors not proving in time
218. Adjustment of rights of contributories
219. Inspection of books by creditors and contributories
220. Power to order costs of winding up to be paid out of assets
221. Power to summon persons suspected of having property of company
222. Power to order public examination of promoters, directors, &c.
222A. Jurisdiction of Registrar
223. (Repealed)
224. Power to arrest absconding contributory or officer
225. Powers of court cumulative
226. Delegation to liquidator of certain powers of court
226A. Dissolution of company otherwise than by order of court
227. Dissolution of company by order of court

(iiA) Winding Up by the Court with a Regulation Order

227A. Court may make a regulating order
227B. Appointment of liquidator and committee of inspection
227C. Informing creditors and contributories and ascertaining their wishes and directions
227D. Compromises and arrangements with creditors
227E. Proof of debts

(iiB) Winding Up by Court by way of Summary Procedure

227F. Application of Ordinance to small winding-ups

(iii) Voluntary Winding Up

Resolutions for, and commencement of Voluntary Winding Up

228. Circumstances in which company may be wound up voluntarily
228A. Special procedure for voluntary winding up in case of inability to continue its business
229. Notice of resolution to wind up voluntarily
230. Commencement of voluntary winding up

Consequences of Voluntary Winding Up

231. Effect of voluntary winding up on business and status of company
232. Avoidance of transfers, &c., after commencement of voluntary winding up

Declaration of Solvency

233. Statutory declaration of solvency in case of proposal to wind up voluntarily

Provisions applicable to a Members’ Voluntary Winding Up

234. Provisions applicable to members’ winding up
235. Power of company to appoint and fix remuneration of liquidators
235A. Power to remove liquidator
236. Power to fill vacancy in office of liquidators
237. Power of liquidator to accept shares, &c. as consideration for sale of property of company
237A. Duty of liquidator to call creditors’ meeting in case of insolvency
238. Duty of liquidator to call general meeting at end of each year
239. Final meeting and dissolution
239A. Alternative provisions as to annual and final meetings in case of insolvency

Provisions applicable to a Creditors’ Voluntary Winding Up

240. Provisions applicable to creditors’ winding up
241. Meeting of creditors
242. Appointment of liquidator
243. Appointment of committee of inspection
244. Fixing of liquidators’ remuneration and cesser of directors’ powers
245. Power to fill vacancy in office of liquidator
246. Application of section 237 to a creditors’ voluntary winding up
247. Duty of liquidator to call meetings of company and of creditors at end of each year
248. Final meeting and dissolution

Provisions applicable to every Voluntary Winding Up

249. Provisions applicable to every voluntary winding up
250. Distribution of property of company
251. Powers and duties of liquidator in voluntary winding up
252. Court may appoint and remove liquidator in voluntary winding up
253. Notice by liquidator of his appointment
254. Arrangement, when binding on creditors
255. Power to apply to court to have questions determined or powers exercised
255A. Audit of liquidator’s accounts in voluntary winding up
256. Costs of voluntary winding up
257. Saving for rights of creditors and contributories

(iv) (Repealed)

258-262. (Repealed)

(v) Provisions Applicable To Every Mode Of Winding Up

Proof and Ranking of Claims

263. Debts of all descriptions to be proved
264. Application of bankruptcy rules in winding up of insolvent companies
265. Preferential payments

Effect of Winding Up on antecedent and other Transactions

266. Fraudulent preference
266A. Liabilities and rights of certain fraudulently preferred persons
267. Effect of floating charge
268. Disclaimer of onerous property in case of company wound up
269. Restriction of rights of creditor as to execution or attachment in case of company being wound up
270. Duties of bailiff as to goods taken in execution

Offences antecedent to or in course of Winding Up

271. Offences by officers of companies in liquidation
272. Penalty for falsification of books
273. Frauds by officers of companies which have gone into liquidation
274. Liability where proper accounts not kept
275. Responsibility of directors for fraudulent trading
276. Power of court to assess damages against delinquent officer, etc.
277. Prosecution of delinquent officers and members of company

Supplement Provisions as to Winding Up

278. Disqualification for appointment as liquidator
278A. Corrupt inducement affecting appointment as liquidator
279. Enforcement of duty of liquidator to make returns, &c.
280. Notification that a company is in liquidation
281. Exemption of certain documents from stamp duty on winding up of companies
282. Books of company to be evidence
283. Disposal of books and papers of company
284. Information as to pending liquidations
285. Unclaimed assets to be paid to companies liquidation account
286. Resolutions passed at adjourned meetings of creditors and contributories

Supplementary Powers of Court

287. Meetings to ascertain wishes of creditors or contributories
288. (Repealed)
289. Affidavits, &c. in Hong Kong and Commonwealth

Provisions as to Dissolution

290. Power of court to declare dissolution of company void
290A. Registrar may strike off company for failure to forward annual returns
290B. Bona vacantia
290C. Crown disclaimer of property other than immovable property vesting as bona vacantia
290D. Effect of Crown disclaimer under section 290C
290E. Effect on section 290B of company’s revival after dissolution
291. Registrar may strike defunct company off register
291A. Power of court to order company to be struck off and dissolved
291B. Registrar to act as representative of defunct company in certain events
292. Property of dissolved company to be bona vacantia
292A. Effect on section 292 of company’s revival after dissolution

Central Accounts

293. Companies liquidation account
294. Investment of surplus funds on general account
295. Separate accounts of particular estates

Rules and Fees

296. General rules and fees

PART VI - RECEIVERS AND MANAGERS

297. Disqualification for appointment as receiver
297A. Disqualification of undischarged bankrupts
298. Power to appoint Official Receiver as receiver for debenture holders or creditors
298A. Receivers and managers appointed out of court
299. Notification that receiver or manager appointed
300. Power of court to fix remuneration on application of liquidator
300A. Provisions as to information where receiver or manager appointed
300B. Special provisions as to statement submitted to receiver
301. Delivery to Registrar of accounts of receivers and managers
302. Enforcement of duty of receiver to make returns, &c.
302A. Construction of references to receivers and managers

PART VII - GENERAL PROVISIONS AS TO REGISTRATION

303. Registration offices and appointment of officers for purposes of this Ordinance
303A. Taking of affidavits, etc.
304. Fees
305. Inspection, production and evidence of documents kept by Registrar
306. Enforcement of duties under Ordinance by court order

Part VIII - Application Of Ordinance To Companies Formed Or Registered Under Former Ordinances

307. Application of Ordinance to companies formed under former Companies Ordinance
308. Application of Ordinance to companies registered under former Companies Ordinances
309. Application of Ordinance to companies re-registered under former Companies Ordinance

PART IX - COMPANIES NOT FORMED UNDER THIS ORDINANCE AUTHORIZED TO REGISTER UNDER THIS ORDINANCE

310. Companies capable of being registered
311. Definition of joint stock company
312. Requirements for registration by joint stock companies
313. Requirements for registration by other than joint stock companies
314. Authentication of statements of existing companies
315. Registrar may require evidence as to nature of company
316. Exemption of certain companies from payment of fees
317. Addition of “limited” to name
318. Certificate of registration of existing companies
319. Vesting of property on registration
320. Saving for existing liabilities
321. Continuation of existing actions
322. Effect of registration under Ordinance
323. Power to substitute memorandum and articles for deed of settlement
324. Power of court to stay or restrain proceedings
325. Actions stayed on winding-up order

PART X - WINDING UP OF UNREGISTERED COMPANIES

326. Meaning of unregistered company
327. Winding up of unregistered companies
327A. Oversea companies may be wound up although dissolved
328. Contributories in winding up of unregistered company
329. Power of court to stay or restrain proceeding
330. Actions stayed on winding-up order
331. Provisions of Part X cumulative
331A. Saving for enactments providing for winding up under former Companies Ordinances

PART XI - COMPANIES INCORPORATED OUTSIDE HONG KONG

Provisions as to Establishment of Place of Business in Hong Kong

332. Application of Part XI
333. Documents etc. to be delivered to Registrar by oversea companies which establish a place of business in Hong Kong
333A. Continuing obligation in respect of authorized representative
333B. Termination of registration of authorized representative
333C. Registrar to keep an index of directors of oversea companies
334. (Repealed)
335. Return to be delivered to Registrar where documents, &c. altered
336. Accounts of oversea company
337. Obligation to state name of oversea company, whether limited and country where incorporated
337A. Notice of commencement of liquidation and of appointment of liquidator
337B. Regulation of use of corporate name by oversea company in Hong Kong
338. Service of documents on oversea companies
339. Notice to be given when oversea company ceases to have a place of business in Hong Kong
339A. Removal etc. of name of oversea company from register
340. Penalties
341. Interpretation of Part XI

Part XII - Restrictions On Sale Of Shares And Offers Of Shares For Sale

342. Dating of prospectus and particulars to be contained therein
342A. Exemption of certain persons and prospectuses from compliance with certain provisions
342B. Provisions as to expert’s consent, and allotment
342C. Registration of prospectus
342D. Penalty for contravention of sections 342 to 342C
342E. Civil liability for misstatements in prospectus
342F. Criminal liability for misstatements in prospectus
343. Interpretation of provisions as to prospectuses
344. (Repealed)

PART XIIA - DORMANT COMPANIES

344A. Dormant companies

PART XIII - MISCELLANEOUS

Prohibition of Partnerships with more than Twenty Members

345. Prohibition of partnerships with more than 20 members

Provisions relating to Documents and Disposal thereof

346. Documents delivered to Registrar to conform to certain requirements
347. Power of Registrar to accept information on microfilm, etc.
348. Power of Registrar to refuse to register unlawful or ineffective documents
348A. Registrar not responsible for statements in documents
348B. Disposal of documents

Form of Registers etc.

348C. Form of registers etc.
348D. Power of Registrar to keep records in non-documentary form

Miscellaneous Offences

349. Penalty for false statements
349A. Penalty for dishonest destruction etc., of registers, books or documents
350. Penalty for improper use of “Limited”, “Corporation” or “Incorporated”
350A. Obligation to give notice of paid-up capital

General Provisions as to Offences

351. Provision for punishment and offence
351A. Limitation on commencement of proceedings
351B. Production and inspection of books where offence suspected
352. Application of fines
353. (Repealed)
354. Saving as to private prosecutors
355. Saving for privileged communications

Service of Documents and Legal Proceedings

356. Service of documents on company
357. Costs in actions by certain limited companies
358. Power of court to grant relief in certain cases
359. Power to enforce orders

General provisions as to Governor in Council

359A. Power to make regulations
360. Power to amend requirements as to accounts, Schedules, tables, forms and fees

PART XIIIA - PREVENTION OF EVASION OF THE SOCIETIES ORDINANCE

360A. Interpretation
360B. Power of Governor in Council to order Registrar to refuse registration if satisfied that a company is being formed to evade the Societies Ordinance
360C. Power of Governor in Council to order company engaging in undesirable activities to be struck off
360D. Certain sections not to apply
360E. Vesting and disposal of property of company struck off
360F. Provisions applicable to winding up of company struck off under section 360C
360G. Certain sections to apply
360H. Calls on contributories
360I. Continuation of pending legal proceedings
360J. Obstruction of Official Receiver
360K. Control of Official Receiver
360L. Audit of Official Receiver’s accounts
360M. Protection of Official Receiver
360N. Companies to which Part XI applies

PART XIV - SAVINGS

361. Saving
362. Saving
363. (Repealed)
364. Saving
365. Savings and transitional

First Schedule

Table A.
Part I: Regulations for Management of a Company Limited by Shares, not being a Private Company
Part II: Regulations for the Management of a Private Company Limited by Shares

Table B.
Form of Memorandum of Association of a Company Limited by Shares

Table C.
Form of Memorandum and Articles of Association of a Company Limited by Guarantee, and not having a Share Capital

Table D.
Memorandum and Articles of Association of a Company Limited by Guarantee and having a Share Capital

Table E.
Memorandum and Articles of Association of an Unlimited Company having a Share Capital

Second Schedule

Form of Statement in lieu of Prospectus to be delivered to Registrar by a Private Company on becoming a Public Company and Reports to be set out therein

Third Schedule

Matters to be Specified in Prospectus and Reports to be set out therein

Fourth Schedule

Form of Statement in lieu of Prospectus to be delivered to Registrar by a Company which does not issue a Prospectus or which does not go to Allotment on a Prospectus Issued, and Reports to be set out therein

Fifth Schedule

Contents and Form of Annual Return of a Company

Sixth Schedule

Form of Statement to be published by Banking and Insurance Companies and Deposit, Provident, or Benefit Societies

Seventh Schedule

Powers

Eighth Schedule

Table of Fees to be paid to the Registrar of Companies

Ninth Schedule

Provisions relating to acquisition of minority shares after successful take-over offer

Tenth Schedule

Accounts

Eleventh Schedule

Accounts of certain Private Companies under Section 141D

Twelfth Schedule

Punishment of offences under this Ordinance

Thirteenth Schedule

Provisions relating to acquisition of minority shares after successful buy out by share repurchase

Fourteenth Schedule

Table of fees to be paid to a company

Fifteenth Schedule

Matters for determining unfitness of directors.