Cap 622 - Companies Ordinance 1
Chapter: 622 Companies Ordinance Gazette Number Version Date
Long title L.N. 163 of 2013 03/03/2014
An Ordinance to reform and modernize Hong Kong company law, to restate part of the enactments relating to companies, to make other provision relating to companies, and to provide for incidental and connected matters.
[Parts 1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 13, 14, 15, 17, 18, 19 and 21
Part 2, except— section 27(3), (4), (5) and (6) in so far as it relates to a
director or reserve director sections 47, 49, 50, 51 and 52 and Subdivision 2 of
Division 7 Part 12, except—
section 643(1)(a)(ii), (2)(b) and (3)(b) in so far as it relates to a correspondence address
sections 643(5), 644, 645(5), 647(4) and (5), 651 and 657(2)(g)
Part 16, except sections 791(4) and 802(4) and (5) Part 20, except section 908 Schedules 1, 3, 4, 5, 7, 9 and 10 Schedule 2, except section 3(1)(a)(iii) and (2) Schedule 6, except sections 3 and 4 Schedule 11, except section 115
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3 March 2014 L.N. 163 of 2013]
(Enacting provision omitted—E.R. 1 of 2013)
(Originally 28 of 2012)
Part: 1 Preliminary L.N. 163 of 2013 03/03/2014
(*Format changes—E.R. 1 of 2013) ____________________________________________________________________________ Note: * The format of Part 1 has been updated to the current legislative styles.
Part: Division:
1 1
Short Title and Commencement L.N. 163 of 2013 03/03/2014
Section: 1 Short title and commencement L.N. 163 of 2013 03/03/2014
(1) This Ordinance may be cited as the Companies Ordinance. (2) This Ordinance comes into operation on a day to be appointed by the Secretary for Financial Services and the
Treasury by notice published in the Gazette.
Part: Division:
1 2
Interpretation of this Ordinance: General L.N. 163 of 2013 03/03/2014
Cap 622 - Companies Ordinance 2
Section: 2 Interpretation L.N. 163 of 2013 03/03/2014
(1) In this Ordinance— accounting transaction (會計交易) , in relation to a company, means a transaction that is required by section 373 to
be entered in the company’s accounting records, excluding a transaction arising from the payment of any fee that the company is required by an Ordinance to pay;
articles (章程細則) , in relation to a company, means the articles of association of the company; Note— Please also see section 98. A condition of an existing company’s memorandum of association is to be regarded as a provision of the company’s articles.
associated company (有聯繫公司) , in relation to a body corporate, means— (a) a subsidiary of the body corporate; (b) a holding company of the body corporate; or (c) a subsidiary of such a holding company;
body corporate (法人團體) — (a) includes—
(i) a company; and (ii) a company incorporated outside Hong Kong; but
(b) excludes a corporation sole; certified public accountant (practising) (執業會計師) has the meaning given by section 2(1) of the Professional
Accountants Ordinance (Cap 50); commencement date (生效日期) , in relation to any provision of this Ordinance, means the date on which that
provision comes into operation; Companies Register (公司登記冊) means the records kept under section 27; company (公司) means—
(a) a company formed and registered under this Ordinance; or (b) an existing company;
company secretary (公司秘書) includes any person occupying the position of company secretary (by whatever name called);
contributory (分擔人), in relation to a company, means a person liable to contribute to the assets of the company in the event of its being wound up;
Court means the Court of First Instance; court (法院) means a court of competent jurisdiction of the Hong Kong Special Administrative Region and includes a
magistrate; debenture (債權證), in relation to a company, includes debenture stock, bonds and any other debt securities of the
company, whether or not constituting a charge on the assets of the company; director (董事) includes any person occupying the position of director (by whatever name called); document (文件) includes—
(a) a summons, notice, order and any other legal process; and (b) a register;
electronic record (電子紀錄) means a record generated in digital form by an information system, which can be— (a) transmitted within an information system or from one information system to another; and (b) stored in an information system or other medium;
existing company (原有公司) means a company formed and registered under a former Companies Ordinance; financial year (財政年度 ) , in relation to a company, means a financial year of the company determined in
accordance with Division 3 of Part 9; former Companies Ordinance (《舊有公司條例》) means—
(a) the Companies Ordinance 1865 (1 of 1865); (b) the Companies Ordinance 1911 (58 of 1911); or (c) the predecessor Ordinance;
founder member (創辦成員) — (a) in relation to a company formed and registered under this Ordinance, means a person who signs on the
Cap 622 - Companies Ordinance 3
company’s articles for the purposes of section 67(1)(a); or (b) in relation to an existing company, means a person who subscribed to or signed on the company’s
memorandum of association; group of companies (公司集團) means any 2 or more bodies corporate one of which is the holding company of the
other or others; identity card(身分證) means an identity card issued under the Registration of Persons Ordinance (Cap 177); Index of Company Names (《公司名稱索引》) means the index of names kept under section 30; information system (資訊系統) has the meaning given by section 2(1) of the Electronic Transactions Ordinance (Cap
553); listed company (上市公司) means a company that has any of its shares listed on a recognized stock market; listing rules (《上市規則》) means the rules made under section 23 of the Securities and Futures Ordinance (Cap
571) by a recognized exchange company that govern the listing of securities on a stock market it operates; manager (經理) , in relation to a company—
(a) means a person who performs managerial functions in relation to the company under the directors’ immediate authority; but
(b) excludes— (i) a receiver or manager of the company’s property; and (ii) a special manager of the company’s estate or business appointed under section 216 of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Cap 32); member (成員) , in relation to a company, means—
(a) a founder member of the company; or (b) a person who agrees to become a member of the company and whose name is entered, as a member, in the
company’s register of members; non-Hong Kong company (非香港公司) means a company incorporated outside Hong Kong that—
(a) establishes a place of business in Hong Kong on or after the commencement date of Part 16; or (b) has established a place of business in Hong Kong before that commencement date and continues to have a
place of business in Hong Kong at that commencement date; officer (高級人員), in relation to a body corporate, includes a director, manager or company secretary of the body
corporate; Official Receiver (破產管理署署長) means the Official Receiver appointed under the Bankruptcy Ordinance (Cap 6); ordinary resolution (普通決議) —see section 563; predecessor Ordinance (《前身條例》) means the Companies Ordinance (Cap 32) as in force from time to time
before the commencement date* of section 2 of Schedule 9; recognized exchange company (認可交易所) means a company recognized under section 19(2) of the Securities and
Futures Ordinance (Cap 571) as an exchange company for operating a stock market; recognized stock market (認可證券市場) has the meaning given by section 1 of Part 1 of Schedule 1 to the Securities
and Futures Ordinance (Cap 571); redeemable shares (可贖回股份) means shares that are to be redeemed, or are liable to be redeemed, at the option of
the company or the shareholder; registered non-Hong Kong company (註冊非香港公司) means a non-Hong Kong company that is registered in the
Companies Register as a registered non-Hong Kong company; Registrar (處長) means the Registrar of Companies appointed under section 21(1); reserve director (備任董事) , in relation to a private company, means a person nominated as a reserve director of the
company under section 455(1); Secretary (局長) means the Secretary for Financial Services and the Treasury; shadow director (幕後董事) , in relation to a body corporate, means a person in accordance with whose directions or
instructions (excluding advice given in a professional capacity) the directors, or a majority of the directors, of the body corporate are accustomed to act;
share (股份) — (a) means a share in a company’s share capital; and (b) if any of the company’s shares is converted into stock, includes stock;
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share warrant (股份權證) means a warrant— (a) stating that the bearer is entitled to the shares specified in the warrant; and (b) enabling the shares to be transferred by delivery of the warrant;
special resolution (特別決議) —see section 564; specified form (指明格式) means the form specified under section 23; unlisted company (非上市公司) means a company that does not have any of its shares listed on a recognized stock
market; written resolution (書面決議) —see Subdivision 2 of Division 1 of Part 12. (2) In this Ordinance—
(a) a reference to this Ordinance includes any subsidiary legislation made under this Ordinance; and (b) a reference to a provision of the predecessor Ordinance, except in Part 21 and Schedule 11, includes the
provision, or such part of the provision, having a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1).
(3) In this Ordinance— (a) a reference to a manager of the property of a body corporate includes a manager of part of that property; (b) a reference to a receiver of the property of a body corporate includes—
(i) a receiver of part of that property; and (ii) a receiver of the income arising from that property or part of that property; and
(c) a reference to the appointment of a manager or receiver made under powers contained in an instrument includes— (i) an appointment made under powers conferred by an Ordinance; and (ii) an appointment made under powers that, by virtue of an Ordinance, are implied in and have effect as if
contained in an instrument. (4) For the purposes of this Ordinance—
(a) a document or information is sent or supplied in hard copy form if it is sent or supplied— (i) in paper form; or (ii) in a similar form capable of being read;
(b) a document or information is sent or supplied in electronic form if it is sent or supplied— (i) by electronic means; or (ii) by any other means while in electronic form; and
(c) a document or information is sent or supplied by electronic means if it is sent or supplied in the form of an electronic record to an information system.
(5) In subsection (4)— (a) a reference to sending a document—
(i) includes supplying, delivering, forwarding or producing the document and, in the case of a notice, giving the document; but
(ii) excludes serving the document; and (b) a reference to supplying information includes sending, delivering, forwarding or producing the information.
(6) A note located in the text of this Ordinance is provided for information only and has no legislative effect. ___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 3 Responsible person L.N. 163 of 2013 03/03/2014
(1) This section applies— (a) where a provision of this Ordinance provides that a responsible person of a company or non-Hong Kong
company commits an offence if there is— (i) a contravention of this Ordinance, or of a requirement, direction, condition or order; or (ii) a failure to comply with a requirement, direction, condition or order; or
(b) where this Ordinance empowers a person to make subsidiary legislation that will contain such a provision. (2) For the purposes of the provision, a person is a responsible person of a company or non-Hong Kong company if
the person—
Cap 622 - Companies Ordinance 5
(a) is an officer or shadow director of the company or non-Hong Kong company; and (b) authorizes or permits, or participates in, the contravention or failure.
(3) For the purposes of the provision, a person is also a responsible person of a company or non-Hong Kong company if— (a) the person is an officer or shadow director of a body corporate that is an officer or shadow director of the
company or non-Hong Kong company; (b) the body corporate authorizes or permits, or participates in, the contravention or failure; and (c) the person authorizes or permits, or participates in, the contravention or failure.
Section: 4 Certified translation L.N. 163 of 2013 03/03/2014
(1) For the purposes of this Ordinance, a translation made in Hong Kong of a document is a certified translation if— (a) it is certified as a correct translation of the document by the translator; and (b) a person specified in subsection (3) certifies that in that person’s belief the translator is competent in
translating the document into English or Chinese (as the case may be). (2) For the purposes of this Ordinance, a translation made in a place outside Hong Kong of a document is a certified
translation if— (a) in the case of a translator specified in subsection (4), it is certified as a correct translation of the document
by the translator; or (b) in the case of any other translator—
(i) it is certified as a correct translation of the document by the translator; and (ii) a person specified in subsection (5) certifies that in that person’s belief the translator is competent in
translating the document into English or Chinese (as the case may be). (3) The person specified for the purposes of subsection (1)(b) is—
(a) a notary public practising in Hong Kong; (b) a solicitor practising in Hong Kong; (c) a certified public accountant (practising); (d) a consular officer in Hong Kong; or (e) a professional company secretary practising in Hong Kong.
(4) The translator specified for the purposes of subsection (2)(a) is a translator appointed by a court of law of the place.
(5) The person specified for the purposes of subsection (2)(b)(ii) is— (a) a notary public practising in the place; (b) a lawyer practising in the place; (c) a professional accountant practising in the place; (d) an officer of a court of law duly authorized by the law of the place to certify documents for any judicial or
other legal purpose; (e) a consular officer in the place; (f) a professional company secretary practising in the place; or (g) any other natural person specified by the Registrar.
(6) The Secretary may, by notice published in the Gazette, amend subsection (3), (4) or (5).
Section: 5 Dormant company L.N. 163 of 2013 03/03/2014
(1) If a qualified private company passes a special resolution specified in subsection (2), and the resolution is delivered to the Registrar for registration, the company is a dormant company for the purposes of Parts 9, 10 and 12 as from the date mentioned in subsection (2)(a) as declared by the resolution.
(2) The special resolution specified for the purposes of subsection (1) is one— (a) declaring that the qualified private company will become dormant as from—
(i) the date of delivery of that resolution to the Registrar; or (ii) any later date that is specified in that resolution; and
(b) authorizing the directors to deliver that resolution to the Registrar for registration. (3) If—
Cap 622 - Companies Ordinance 6
(a) before the repeal of section 344A of the predecessor Ordinance by section 912, a company passed a special resolution under subsection (1) of that section, and the resolution has not been delivered to the Registrar; and
(b) the resolution is delivered to the Registrar for registration after the repeal, the company is also a dormant company for the purposes of Parts 9, 10 and 12 as from the date of delivery of the resolution to the Registrar or as from a later date as is specified in the resolution.
(4) If, immediately before the repeal of section 344A of the predecessor Ordinance by section 912, a company was a dormant company for the purposes of that section, the company continues to be a dormant company for the purposes of Parts 9, 10 and 12 as from the commencement date* of this section.
(5) A company that is a dormant company for the purposes of Parts 9, 10 and 12 ceases to be such dormant company if— (a) the company passes a special resolution declaring that the company intends to enter into an accounting
transaction, and the resolution is delivered to the Registrar for registration; or (b) there is an accounting transaction in relation to the company.
(6) In this section— qualified private company (合資格私人公司) means a private company that is not a company specified in subsection
(7). (7) A company specified for the purposes of the definition of qualified private company in subsection (6) is—
(a) an authorized institution as defined by section 2(1) of the Banking Ordinance (Cap 155); (b) an insurer as defined by section 2(1) and (2) of the Insurance Companies Ordinance (Cap 41); (c) a corporation licensed under Part V of the Securities and Futures Ordinance (Cap 571) to carry on a
business in any regulated activity as defined by section 1 of Part 1 of Schedule 1 to that Ordinance; (d) an associated entity, within the meaning of Part VI of the Securities and Futures Ordinance (Cap 571), of a
corporation mentioned in paragraph (c); (e) an approved trustee as defined by section 2(1) of the Mandatory Provident Fund Schemes Ordinance (Cap
485); (f) a company having a subsidiary that falls within paragraph (a), (b), (c), (d) or (e); or (g) a company that fell within paragraph (a), (b), (c), (d), (e) or (f) at any time during the 5 years immediately
before the special resolution is passed. (8) The Financial Secretary may, by notice published in the Gazette, amend subsection (7). ___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 6 Offering shares or debentures to public, etc. L.N. 163 of 2013 03/03/2014
(1) In this Ordinance, a reference to offering shares or debentures of a company to the public includes offering them to a section of the public, whether selected— (a) as members or debenture holders of the company; (b) as clients of the person making the offer; or (c) in any other manner.
(2) In this Ordinance and in a company’s articles, a reference to an invitation to the public to subscribe for shares or debentures of a company includes an invitation to a section of the public, whether selected— (a) as members or debenture holders of the company; (b) as clients of the person making the invitation; or (c) in any other manner.
(3) Neither subsection (1) nor subsection (2) operates to treat a private offer of shares or debentures, or a private invitation to subscribe for shares or debentures, as an offer or invitation made to the public.
(4) In particular— (a) a provision in a company’s articles prohibiting invitations to the public to subscribe for shares or
debentures is not to be regarded as prohibiting a private invitation to subscribe for shares or debentures to be made to members or debenture holders; and
(b) the provisions of this Ordinance relating to private companies are to be construed accordingly. (5) In this section, an offer of shares or debentures, or an invitation to subscribe for shares or debentures, is a private
Cap 622 - Companies Ordinance 7
offer or invitation if the offer or invitation can properly be regarded, in all the circumstances, as being— (a) not calculated to result, directly or indirectly, in the shares or debentures becoming available for
subscription or purchase by persons other than those receiving the offer or invitation; or (b) a domestic concern of the persons making and receiving the offer or invitation.
Part: Division:
1 3
Interpretation of this Ordinance: Types of Companies L.N. 163 of 2013 03/03/2014
Part: Division: Subdivision:
1 3 1
Limited Company and Unlimited Company L.N. 163 of 2013 03/03/2014
Section: 7 Limited company L.N. 163 of 2013 03/03/2014
For the purposes of this Ordinance, a company is a limited company if it is a company limited by shares or by guarantee.
Section: 8 Company limited by shares L.N. 163 of 2013 03/03/2014
(1) For the purposes of this Ordinance, a company is a company limited by shares if the liability of its members is limited by the company’s articles to any amount unpaid on the shares held by the members.
(2) For the purposes of subsection (1), the liability of the members of an existing company is to be regarded as being limited by the company’s articles to any amount unpaid on the shares held by the members if a condition of the memorandum of association of the company stating that the liability of the members is limited is regarded as a provision of the articles by virtue of section 98.
Section: 9 Company limited by guarantee L.N. 163 of 2013 03/03/2014
(1) For the purposes of this Ordinance, a company is a company limited by guarantee if— (a) it does not have a share capital; and (b) the liability of its members is limited by the company’s articles to the amount that the members undertake,
by those articles, to contribute to the assets of the company in the event of its being wound up. (2) Subsection (1)(a) does not apply if the company was formed as, or became, a company limited by guarantee
under a former Companies Ordinance before 13 February 2004.
Section: 10 Unlimited company L.N. 163 of 2013 03/03/2014
For the purposes of this Ordinance, a company is an unlimited company if there is no limit on the liability of its members.
Part: Division: Subdivision:
1 3 2
Private Company and Public Company L.N. 163 of 2014 03/03/2014
Section: 11 Private company L.N. 163 of 2013 03/03/2014
(1) For the purposes of this Ordinance, a company is a private company if— (a) its articles—
(i) restrict a member’s right to transfer shares; (ii) limit the number of members to 50; and
Cap 622 - Companies Ordinance 8
(iii) prohibit any invitation to the public to subscribe for any shares or debentures of the company; and (b) it is not a company limited by guarantee.
(2) In subsection (1)(a)(ii)— member(成員) excludes—
(a) a member who is an employee of the company; and (b) a person who was a member while being an employee of the company and who continues to be a member
after ceasing to be such an employee. (3) For the purposes of this section, 2 or more persons who hold shares in a company jointly are to be regarded as
one member.
Section: 12 Public company L.N. 163 of 2013 03/03/2014
For the purposes of this Ordinance, a company is a public company if— (a) it is not a private company; and (b) it is not a company limited by guarantee.
Part: Division:
1 4
Interpretation of this Ordinance: Holding Company and Subsidiary, and Parent Undertaking and Subsidiary Undertaking
L.N. 163 of 2013 03/03/2014
Section: 13 Holding company L.N. 163 of 2013 03/03/2014
(1) For the purposes of this Ordinance, a body corporate is a holding company of another body corporate if— (a) it controls the composition of that other body corporate’s board of directors; (b) it controls more than half of the voting rights in that other body corporate; or (c) it holds more than half of that other body corporate’s issued share capital.
(2) For the purposes of this Ordinance, a body corporate is also a holding company of another body corporate if it is a holding company of a body corporate that is that other body corporate’s holding company.
(3) For the purposes of subsection (1)(a), a body corporate controls the composition of another body corporate’s board of directors if it has power to appoint or remove all, or a majority, of that other body corporate’s directors without any other person’s consent.
(4) For the purposes of subsection (3), a body corporate has the power to make such an appointment if— (a) without the exercise of the power in a person’s favour by the body corporate, the person cannot be
appointed as a director of that other body corporate; or (b) it necessarily follows from a person being a director or other officer of the body corporate that the person is
appointed as a director of that other body corporate. (5) In subsection (1)(c), a reference to a body corporate’s issued share capital excludes any part of it that carries no
right to participate beyond a specified amount in a distribution of profits or capital.
Section: 14 Provisions supplementary to section 13 L.N. 163 of 2013 03/03/2014
(1) For the purposes of this Division— (a) if any share is held, or any power is exercisable, by a body corporate in a fiduciary capacity, the share or
power is to be regarded as not being held or exercisable by the body corporate; and (b) subject to subsections (2) and (3), if any share is held, or any power is exercisable, by a subsidiary of a body
corporate, or by a person as nominee for a body corporate or such a subsidiary, the share or power is to be regarded as being held or exercisable by the body corporate.
(2) For the purposes of this Division, any share in another body corporate held, or any power in relation to another body corporate exercisable, by a person by virtue of a debenture of that other body corporate, or of a trust deed for securing an issue of such a debenture, is to be regarded as not being held or exercisable by the person.
(3) For the purposes of this Division, any share held, or any power exercisable, by a body corporate or a subsidiary of a body corporate, or by a person as nominee for a body corporate or such a subsidiary, is to be regarded as not
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being held or exercisable by the body corporate or subsidiary if— (a) the ordinary business of the body corporate or subsidiary includes the lending of money; and (b) the share or power is held or exercisable by way of security only for the purpose of a transaction entered
into in the ordinary course of that business. (4) In subsection (1)(b), a reference to a body corporate or subsidiary excludes a body corporate or subsidiary that is
concerned only in a fiduciary capacity.
Section: 15 Subsidiary L.N. 163 of 2013 03/03/2014
For the purposes of this Ordinance, a body corporate is a subsidiary of another body corporate if that other body corporate is a holding company of it.
Section: 16 Parent undertaking and subsidiary undertaking L.N. 163 of 2013 03/03/2014
A reference in this Ordinance to a parent undertaking or subsidiary undertaking is to be construed in accordance with Schedule 1.
Part: Division:
1 5
Application of this Ordinance L.N. 163 of 2013 03/03/2014
Section: 17 Application to existing company L.N. 163 of 2013 03/03/2014
(1) This Ordinance applies to an existing company, in the same manner as if— (a) in the case of a company limited by guarantee, the company had been formed and registered under this
Ordinance as a company limited by guarantee; (b) in the case of a limited company other than a company limited by guarantee, the company had been formed
and registered under this Ordinance as a company limited by shares; or (c) in the case of a company other than a limited company, the company had been formed and registered under
this Ordinance as an unlimited company. (2) For the purpose of applying this Ordinance to an existing company, a reference in this Ordinance to the date of
registration is to be read as the date on which the company was registered under a former Companies Ordinance.
Section: 18 Application to unlimited company registered in pursuance of former Companies Ordinance as limited company
L.N. 163 of 2013 03/03/2014
(1) This Ordinance applies to an unlimited company registered as a limited company in pursuance of the predecessor Ordinance or section 58 of the Companies Ordinance 1911 (58 of 1911), in the same manner as it applies to an unlimited company registered under this Ordinance as a limited company.
(2) For the purpose of applying this Ordinance to a company mentioned in subsection (1), a reference in this Ordinance to the date of registration is to be read as the date on which the company was registered in pursuance of the predecessor Ordinance or section 58 of the Companies Ordinance 1911 (58 of 1911).
Section: 19 Application to company registered, but not formed, under former Companies Ordinance
L.N. 163 of 2013 03/03/2014
(1) This Ordinance applies to a company registered, but not formed, under a former Companies Ordinance, in the same manner as it applies to an eligible company registered under Part 17.
(2) For the purpose of applying this Ordinance to a company mentioned in subsection (1), a reference in this Ordinance to the date of registration is to be read as the date on which the company was registered under the former Companies Ordinance.
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Part: 2 Registrar of Companies and Companies Register L.N. 163 of 2013 03/03/2014
(*Format changes—E.R. 1 of 2013) ____________________________________________________________________________ Note: * The format of Part 2 has been updated to the current legislative styles.
Part: Division:
2 1
Preliminary L.N. 163 of 2013 03/03/2014
Section: 20 Interpretation L.N. 163 of 2013 03/03/2014
(1) In this Part— company (公司) includes—
(a) a non-Hong Kong company registered under section 777(1); or (b) a company that was, at any time before the commencement date of Part 16, registered in the register kept
under section 333AA of the predecessor Ordinance; digital signature (數碼簽署) has the meaning given by section 2(1) of the Electronic Transactions Ordinance (Cap
553); document (文件) includes a document in electronic form or any other form; electronic signature (電子簽署) has the meaning given by section 2(1) of the Electronic Transactions Ordinance (Cap
553); in electronic form (電子形式) means in the form of an electronic record; in hard copy form (印本形式) means in a paper form or similar form capable of being read. (2) In this Part, a reference to delivering a document includes sending, supplying, forwarding or producing it.
Part: Division:
2 2
Registrar of Companies L.N. 163 of 2013 03/03/2014
Section: 21 Office of Registrar L.N. 163 of 2013 03/03/2014
(1) The Chief Executive may appoint a person to be the Registrar of Companies. (2) The Chief Executive may appoint other officers for the purposes of this Ordinance. (3) For the purpose of the registration of companies under this Ordinance, an office is to be established at a place
designated by the Chief Executive. (4) The Chief Executive may direct a seal to be prepared for the authentication of documents required for or
connected with the performance of the Registrar’s functions.
Section: 22 Registrar’s functions L.N. 163 of 2013 03/03/2014
The Registrar’s functions are those conferred on the Registrar by or under this Ordinance or any other Ordinance.
Section: 23 Registrar may specify form L.N. 163 of 2013 03/03/2014
(1) The Registrar may specify the form of any document required for the purposes of this Ordinance. (2) Subsection (1) does not apply to a document—
(a) the form of which is prescribed by this Ordinance; or (b) the form of which is or may be prescribed by regulations made under this Ordinance.
(3) In specifying the form of a document under subsection (1), the Registrar may specify more than one form of the document, whether as alternatives or to provide for different circumstances.
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Section: 24 Registrar may issue guidelines L.N. 163 of 2013 03/03/2014
(1) The Registrar may issue guidelines— (a) indicating the manner in which the Registrar proposes to perform any function or exercise any power; or (b) providing guidance on the operation of any provision of this Ordinance.
(2) The Registrar— (a) must publish the guidelines in a manner appropriate to bring them to the notice of persons affected by them;
and (b) must make copies of the guidelines available to the public (in hard copy form or electronic form).
(3) Guidelines issued under this section are not subsidiary legislation. (4) The Registrar may amend or revoke any of the guidelines. Subsections (2) and (3) apply to an amendment or
revocation of guidelines in the same way as they apply to the guidelines. (5) A person does not incur any civil or criminal liability only because the person has contravened any of the
guidelines. If, in any legal proceedings, the court is satisfied that a guideline is relevant to determining a matter that is in issue— (a) the guideline is admissible in evidence in the proceedings; and (b) proof that the person contravened or did not contravene the guideline may be relied on by any party to the
proceedings as tending to establish or negate the matter.
Section: 25 Registrar may authenticate document etc. L.N. 163 of 2013 03/03/2014
(1) If a document is required by this Ordinance to be signed by the Registrar or to bear the Registrar’s printed signature, the Registrar may authenticate it in any manner that the Registrar thinks fit.
(2) If anything is authorized to be certified by the Registrar under this Ordinance or any other Ordinance, the Registrar may certify it in any manner that the Registrar thinks fit.
Section: 26 Fees payable to Registrar L.N. 163 of 2013 03/03/2014
(1) The Financial Secretary may make regulations to require payment to the Registrar of fees in respect of— (a) the performance of any of the Registrar’s functions; or (b) the provision by the Registrar of services or facilities for purposes incidental to, or otherwise connected
with, the performance of any of the Registrar’s functions. (2) The regulations may—
(a) provide for the amount of the fees to be fixed by or determined under the regulations; (b) provide for different fees to be payable in respect of the same matter in different circumstances; and (c) specify when and how fees are to be paid.
(3) The Registrar— (a) may, subject to the approval of the Financial Secretary, determine what fees are chargeable in respect of the
performance of functions or the provision of services or facilities— (i) for which fees are not provided for by the regulations; or (ii) in circumstances other than those for which fees are provided by the regulations; and
(b) may charge such fees. (4) Fees received by the Registrar must be paid into the general revenue, unless the fees are required by section 5 of
the Trading Funds Ordinance (Cap 430) to be paid into the Companies Registry Trading Fund.
Part: Division:
2 3
Companies Register L.N. 163 of 2013 03/03/2014
Section: 27 Registrar must keep records of companies L.N. 163 of 2013 03/03/2014
Remarks: Section 27(3), (4), (5) and (6) in so far as it relates to a director or reserve director is not yet in operation.
Cap 622 - Companies Ordinance 12
(1) The Registrar must keep records of— (a) the information contained in every document that is delivered to the Registrar for registration and that the
Registrar decides to register under this Part; (b) the information contained in every certificate that is issued by the Registrar under this Ordinance; and (c) the information contained in every prospectus registered by the Registrar under section 38D or 342C of the
Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32). (2) The Registrar must continue to keep the records that were, immediately before the commencement date of this
section, kept for the purpose of a register of companies under the predecessor Ordinance. (3) For the purposes of subsections (1) and (2), the Registrar must record the specified address as the
correspondence address of a director, reserve director or company secretary of the following company— (a) an existing company; (b) a company falling within paragraph (a) of the definition of company in section 20(1) that is registered under
section 777(1) by virtue of section 132 of Schedule 11; or (c) a company falling within paragraph (b) of the definition of company in section 20(1).
(4) After the specified address is recorded under subsection (3) as the correspondence address of a director, reserve director or company secretary of a company, the Registrar must update the entry of such correspondence address with— (a) the latest address of the company’s registered office contained in a notice of change of address of the
company’s registered office— (i) that is sent under section 92(3) of the predecessor Ordinance or section 658(3); and (ii) that is registered by the Registrar under this Part; or
(b) the latest address of the company’s principal place of business in Hong Kong contained in a return in respect of the change of address of the company’s principal place of business in Hong Kong— (i) that is delivered under section 335(1)(d) of the predecessor Ordinance or section 791(1); and (ii) that is registered by the Registrar under this Part.
(5) Subsection (4) does not apply if, in relation to the director, reserve director or company secretary of a company —
(a) a notice or return is delivered under section 645(4), 652(2) or 791(1) in respect of a change of the person’s correspondence address; and
(b) the notice or return is registered by the Registrar under this Part. (6) For the purposes of subsection (3), an address is the specified address in relation to a director, reserve director or
company secretary of a company if— (a) immediately before the commencement date of this section, the address was shown on the register of
companies under the predecessor Ordinance as the address of the company’s registered office or principal place of business in Hong Kong;
(b) the address is contained, as the address of the company’s registered office, in an incorporation form— (i) delivered before the commencement date* of Division 1 of Part 3 to the Registrar for registration
under section 15(1) of the predecessor Ordinance; and (ii) registered on or after that commencement date* under section 16(1) of the predecessor Ordinance; or
(c) the address is contained, as the address of the company’s principal place of business in Hong Kong, in an application for registration delivered before the commencement date of Division 2 of Part 16 to the Registrar under section 333 of the predecessor Ordinance and the registration takes place under section 777(1).
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 28 Provisions supplementary to section 27 L.N. 163 of 2013 03/03/2014
(1) The records kept under section 27 must be such that information relating to a company is associated with the company in a manner determined by the Registrar, so as to enable all the information relating to the company to be retrieved.
Cap 622 - Companies Ordinance 13
(2) A record of information for the purposes of section 27(1) must be kept in such form as to enable any person to inspect the information contained in the record and to make a copy of the information.
(3) Subject to subsections (1) and (2), a record of information for the purposes of section 27(1) may be kept in any form that the Registrar thinks fit.
(4) If the Registrar keeps a record of information in a form that differs from the form in which the document containing the information was delivered to, or generated by, the Registrar, the record is presumed, unless the contrary is proved, to represent the information contained in the document as delivered or generated.
(5) If the Registrar records the information contained in a document for the purposes of section 27(1), the Registrar is to be regarded as having discharged any duty imposed by law on the Registrar to keep, file or register the document.
Section: 29 Registrar not required to keep certain documents etc. L.N. 163 of 2013 03/03/2014
(1) The Registrar may destroy or dispose of any document delivered to the Registrar for registration under an Ordinance if the information contained in the document has been recorded by the Registrar in any other form for the purposes of section 27(1) or for the purpose of a register of companies under the predecessor Ordinance.
(2) If a document or certificate has been kept by the Registrar for at least 7 years for the purposes of section 27(1) or for the purpose of a register of companies under the predecessor Ordinance, the Registrar may destroy or dispose of the document or certificate.
(3) If the Registrar is required by section 48 not to make any information available for public inspection, the Registrar is not required to keep a record of the information for any longer than appears to the Registrar to be reasonably necessary for the purpose for which the information was delivered to the Registrar.
Section: 30 Registrar must keep Index of Company Names L.N. 163 of 2013 03/03/2014
The Registrar must keep an index of the names of every company.
Part: Division:
2 4
Registration of Document L.N. 163 of 2013 03/03/2014
Part: Division: Subdivision:
2 4 1
Preliminary L.N. 163 of 2013 03/03/2014
Section: 31 Unsatisfactory document L.N. 163 of 2013 03/03/2014
(1) For the purposes of this Division, a document delivered to the Registrar for registration is unsatisfactory if— (a) the information contained in the document is not capable of being reproduced in legible form; (b) in the case of a document that is neither in English nor in Chinese, it is not accompanied by a certified
translation of it in English or Chinese; (c) the requirements specified in relation to the document under section 32 are not complied with; (d) the document is not delivered in accordance with an agreement made under section 33, and any regulations
made under section 34, in relation to it; (e) the applicable requirements of the Ordinance under which the document is delivered are not complied with; (f) the document is not accompanied by the fee payable for the registration; (g) the document, or any signature on, or any digital or electronic signature accompanying, the document—
(i) is incomplete or incorrect; or (ii) is altered without proper authority;
(h) the information contained in the document— (i) is internally inconsistent; or (ii) is inconsistent with other information on the Companies Register or other information contained in
another document delivered to the Registrar;
Cap 622 - Companies Ordinance 14
(i) the information contained in the document derives from anything that— (i) is invalid or ineffective; or (ii) has been done without the company’s authority; or
(j) the document contains matters contrary to law. (2) In this section— applicable requirements(適用規定), in relation to a document, means the requirements as regards—
(a) the contents of the document; (b) the form of the document; (c) the authentication of the document; and (d) the manner of delivery of the document.
Section: 32 Registrar may specify requirements (for section 31(1)) L.N. 163 of 2013 03/03/2014
(1) The Registrar may, in relation to any document required or authorized to be delivered to the Registrar under an Ordinance— (a) specify requirements for the purpose of enabling the Registrar to make copies or image records of the
document and to keep records of the information contained in it; (b) specify requirements as to the authentication of the document; and (c) specify requirements as to the manner of delivery of the document.
(2) The Registrar may, in relation to any document authorized to be delivered to the Registrar for registration under section 41(3) for the purpose of rectification of an error, specify requirements as to— (a) the delivery of the document in a form and manner enabling it to be associated with the document
containing the error; and (b) the identification of the document containing the error.
(3) For the purposes of subsections (1) and (2), the Registrar may specify different requirements for different documents or classes of documents, or for different circumstances.
(4) For the purposes of subsection (1)(b), the Registrar may— (a) require the document to be authenticated by a particular person or a person of a particular description; (b) specify the means of authentication; and (c) require the document to contain, or to be accompanied by, the name or registration number, or both, of the
company to which it relates. (5) For the purposes of subsection (1)(c), the Registrar may—
(a) require the document to be in hard copy form, electronic form or any other form; (b) require the document to be delivered by post or any other means; (c) specify requirements as to the address to which the document is to be delivered; and (d) in the case of a document to be delivered by electronic means, specify requirements as to the hardware and
software to be used and the technical specifications. (6) This section does not empower the Registrar—
(a) to require a document to be delivered to the Registrar by electronic means; or (b) to specify any requirement that is inconsistent with any requirement prescribed by an Ordinance as to—
(i) the authentication of the document; and (ii) the manner of delivery of the document to the Registrar.
(7) Requirements specified under this section are not subsidiary legislation.
Section: 33 Registrar may agree to delivery by electronic means (for section 31(1))
L.N. 163 of 2013 03/03/2014
(1) The Registrar may enter into an agreement with a company to provide that any document, or any class of document, that relates to the company, and is required or authorized to be delivered to the Registrar under an Ordinance— (a) will be delivered by electronic means, except as provided for in the agreement; and (b) will conform to the requirements—
(i) specified in the agreement; or
Cap 622 - Companies Ordinance 15
(ii) specified by the Registrar in accordance with the agreement. (2) An agreement with a company may also provide that any document, or any class of document, that relates to the
company, and is required or authorized to be delivered by the Registrar to it under an Ordinance, will be delivered by electronic means.
(3) The Registrar may specify a standard form for an agreement and the extent to which the form is to be used. (4) This section does not empower the Registrar to make any agreement that is inconsistent with regulations made
under section 34.
Section: 34 Financial Secretary may make regulations requiring delivery by electronic means (for section 31(1))
L.N. 163 of 2013 03/03/2014
(1) The Financial Secretary may make regulations requiring any document required or authorized to be delivered to the Registrar under an Ordinance to be delivered by electronic means.
(2) The regulations are subject to the approval of the Legislative Council.
Part: Division: Subdivision:
2 4 2
Registrar’s Powers to Refuse to Accept and to Register Document
L.N. 163 of 2013 03/03/2014
Section: 35 Registrar may refuse to accept or register document L.N. 163 of 2013 03/03/2014
(1) If the Registrar is of the opinion that a document delivered to him or her for registration under an Ordinance is unsatisfactory, the Registrar— (a) may refuse to accept the document; or (b) may, after having accepted the document, exercise the powers specified in subsection (3) or (4).
(2) Subsection (1) does not apply to a prospectus as defined by section 2(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32).
(3) The Registrar may refuse to register the document and return the document to the person who delivered it for registration.
(4) The Registrar may also advise that— (a) the document be appropriately amended or completed, and be redelivered for registration with or without a
supplementary document; or (b) a fresh document be delivered for registration in its place.
(5) If the Registrar— (a) refuses to accept a document under subsection (1)(a); (b) has not received a document; or (c) refuses to register a document under subsection (3), the document is to be regarded as not having been delivered to the Registrar in satisfaction of the provision of the Ordinance that requires or authorizes the document to be delivered to the Registrar.
Section: 36 Registrar may withhold registration of document pending further particulars etc.
L.N. 163 of 2013 03/03/2014
For the purpose of determining whether the powers specified in section 35(3) and (4) are exercisable in relation to a document, the Registrar may—
(a) withhold the registration of the document pending compliance with the request under paragraph (b); and (b) request the person who is required or authorized to deliver the document to the Registrar for registration
under the Ordinance to do any or all of the following within a period specified by the Registrar— (i) to produce any other document, information or evidence that, in the Registrar’s opinion, is necessary
for the Registrar to determine the question as to whether the document is unsatisfactory; (ii) to appropriately amend or complete the document, and redeliver it for registration with or without a
supplementary document; (iii) to apply to the court for any order or direction that the Registrar thinks necessary and to conduct the
Cap 622 - Companies Ordinance 16
application diligently; (iv) to comply with other directions of the Registrar.
Section: 37 Appeal against Registrar’s decision to refuse registration L.N. 163 of 2013 03/03/2014
(1) If a person is aggrieved by a decision of the Registrar to refuse to register a document under section 35(3), the person may, within 42 days after the decision, appeal to the Court against the decision.
(2) The Court may make any order that it thinks fit, including an order as to costs. (3) If the Court makes an order as to costs against the Registrar under subsection (2), the costs are payable out of the
general revenue, and the Registrar is not personally liable for the costs.
Section: 38 Certain period to be disregarded for calculating daily penalty for failure to deliver document to Registrar
L.N. 163 of 2013 03/03/2014
(1) This section applies if— (a) a document is delivered to the Registrar for registration under an Ordinance; and (b) the Registrar refuses to register the document under section 35(3).
(2) The Registrar must send a notice of the refusal, and the reasons for the refusal, to— (a) the person who is required to deliver the document to the Registrar for registration under the Ordinance or,
if there is more than one person who is so required, any of those persons; or (b) if another person delivers, on behalf of the person so required, the document to the Registrar for
registration, that other person. (3) If a notice is sent to a person under subsection (2) with respect to a document, the period specified in subsection
(4) is to be disregarded for the purpose of calculating the daily penalty under an Ordinance that makes it an offence for failing to comply with a requirement to deliver the document and that imposes a penalty for each day during which the offence continues.
(4) The period is one beginning on the date on which the document was delivered to the Registrar and ending with the fourteenth day after the date on which the notice is sent under subsection (2).
Part: Division:
2 5
Registrar’s Powers in relation to Keeping Companies Register
L.N. 163 of 2013 03/03/2014
Section: 39 Registrar may require company to resolve inconsistency with Companies Register
L.N. 163 of 2013 03/03/2014
(1) If it appears to the Registrar that the information contained in a document registered by the Registrar in respect of a company is inconsistent with other information relating to the company on the Companies Register, the Registrar may give notice to the company— (a) stating in what respect the information contained in the document appears to be inconsistent with other
information on the Companies Register; and (b) requiring the company to take steps to resolve the inconsistency.
(2) For the purposes of subsection (1)(b), the Registrar may require the company to deliver to the Registrar within the period specified in the notice— (a) information required to resolve the inconsistency; or (b) evidence that proceedings have been commenced by the company in the Court for the purpose of resolving
the inconsistency and that the proceedings are being conducted diligently. (3) If a company fails to comply with a requirement under subsection (1)(b), the company, and every responsible
person of the company, commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1000 for each day during which the offence continues.
(4) If a person is charged with an offence under subsection (3) for failure to comply with a requirement, it is a defence to establish that the person took all reasonable steps to secure compliance with the requirement.
Cap 622 - Companies Ordinance 17
Section: 40 Registrar may require further information for updating etc.
L.N. 163 of 2013 03/03/2014
(1) For the purpose of ensuring that a person’s information on the Companies Register is accurate or bringing the information up to date, the Registrar may send a notice to the person requiring the person to give the Registrar, within a period specified by the Registrar, any information about the person, being information of the kind that is included on the Companies Register.
(2) If a person fails to comply with a requirement under subsection (1)— (a) where the person is a company, the company, and every responsible person of the company, commit an
offence; or (b) where the person is not a company, the person commits an offence.
(3) A person who commits an offence under subsection (2) is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1000 for each day during which the offence continues.
(4) If a person is charged with an offence under subsection (2) for failure to comply with a requirement, it is a defence to establish that the person took all reasonable steps to secure compliance with the requirement.
Section: 41 Registrar may rectify typographical or clerical error in Companies Register
L.N. 163 of 2013 03/03/2014
(1) The Registrar may, on his or her own initiative, rectify a typographical or clerical error contained in any information on the Companies Register.
(2) The Registrar may, on application by a company, rectify a typographical or clerical error contained in any information relating to the company on the Companies Register.
(3) If, in relation to an application for the purposes of subsection (2), a document showing the rectification is delivered to the Registrar for registration, the Registrar may rectify the error by registering the document.
Section: 42 Registrar must rectify information on Companies Register on order of Court
L.N. 163 of 2013 03/03/2014
(1) The Court may, on application by any person, by order direct the Registrar to rectify any information on the Companies Register or to remove any information from it if the Court is satisfied that— (a) the information derives from anything that—
(i) is invalid or ineffective; or (ii) has been done without the company’s authority; or
(b) the information— (i) is factually inaccurate; or (ii) derives from anything that is factually inaccurate or forged.
(2) If, in relation to an application for the purposes of subsection (1), a document showing the rectification is filed with the Court, the Court may require the Registrar to rectify the information by registering the document.
(3) This section does not apply if the Court is specifically empowered under any other Ordinance or any other provision of this Ordinance to deal with the rectification of the information on or the removal of the information from the Companies Register.
(4) The Court must not order the removal of any information from the Companies Register under subsection (1) unless it is satisfied that— (a) even if a document showing the rectification in question is registered, the continuing presence of the
information on the Companies Register will cause material damage to the company; and (b) the company’s interest in removing the information outweighs the interest of other persons in the
information continuing to appear on the Companies Register. (5) If the Court makes an order for the rectification of any information on or the removal of any information from
the Companies Register under subsection (1), the Court may make any consequential order that appears to it to be just with respect to the legal effect (if any) to be accorded to the information by virtue of its having appeared on the Companies Register.
(6) If the Court makes an order for the removal of any information from the Companies Register under subsection
Cap 622 - Companies Ordinance 18
(1), it may direct— (a) that a note made under section 44(1) in relation to the information is to be removed from the Companies
Register; (b) that the order is not to be made available for public inspection as part of the Companies Register; and (c) that—
(i) no note is to be made under section 44(1) as a result of the order; or (ii) any such note is to be restricted to providing information in relation to the matters specified by the
Court. (7) The Court must not give a direction under subsection (6) unless it is satisfied that—
(a) any of the following may cause damage to the company— (i) the presence on the Companies Register of the note or an unrestricted note (as the case may be); (ii) the availability for public inspection of the order; and
(b) the company’s interest in non-disclosure outweighs the interest of other persons in disclosure. (8) If the Court makes an order under this section, the person who made the application must deliver an office copy
of the order to the Registrar for registration.
Section: 43 Registrar may appear in proceedings for rectification L.N. 163 of 2013 03/03/2014
(1) In any proceedings before the Court for the purposes of section 42, the Registrar— (a) is entitled to appear or be represented, and be heard; and (b) must appear if so directed by the Court.
(2) Whether or not the Registrar appears in those proceedings, the Registrar may submit to the Court a statement in writing signed by the Registrar, giving particulars of the matters relevant to the proceedings and within the Registrar’s knowledge.
(3) Unless otherwise directed by the Court, a statement submitted under subsection (2) is to be regarded as forming part of the evidence in the proceedings.
Section: 44 Registrar may annotate Companies Register L.N. 163 of 2013 03/03/2014
(1) The Registrar may make a note in the Companies Register for the purpose of providing information in relation to — (a) a rectification of an error contained in any information on the Companies Register under section 41; (b) a rectification of any information on the Companies Register under section 42; (c) a removal of any information from the Companies Register under section 42; or (d) any other information on the Companies Register.
(2) For the purposes of this Ordinance, a note made under subsection (1) is part of the Companies Register. (3) The Registrar may remove a note if the Registrar is satisfied that it no longer serves any useful purpose.
Part: Division:
2 6
Inspection of Companies Register L.N. 163 of 2013 03/03/2014
Section: 45 Registrar must make Companies Register available for public inspection
L.N. 163 of 2013 03/03/2014
(1) The Registrar must make the Companies Register available for public inspection at all reasonable times so as to enable any member of the public— (a) to ascertain whether the member of the public is dealing with—
(i) a company to which this subsection applies, or its directors or other officers, in matters of or connected with any act of the company;
(ii) a director or other officers of such a company in matters of or connected with the administration of the company, or of its property;
(iii) a person against whom a disqualification order has been made by a court;
Cap 622 - Companies Ordinance 19
(iv) a person who has entered into possession of the property of such a company as mortgagee; (v) a person who is appointed as the provisional liquidator or liquidator in the winding up of such a
company; or (vi) a person who is appointed as the receiver or manager of the property of such a company; and
(b) to ascertain the particulars of the company, its directors or other officers, or its former directors (if any), or the particulars of any person mentioned in paragraph (a)(iv), (v) or (vi).
(2) Subsection (1) applies to— (a) a company falling within the definition of company in section 20(1); and (b) an unregistered company as defined by section 326 of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap 32). (3) For the purposes of subsection (1), the Registrar must, on receiving the fee payable under the regulations made
under section 26, allow a person to inspect any information on the Companies Register in any form that the Registrar thinks fit.
(4) For the purposes of subsection (1), the Registrar may, on receiving the fee payable under the regulations made under section 26, produce to a person a copy or a certified true copy of any document or information on the Companies Register, in so far as the document or information may be made available for public inspection, in any form that the Registrar thinks fit.
(5) In this section— disqualification order(取消資格令), in relation to a person, means an order that, for a period specified in the order
beginning on the date of the order, the person must not, without the leave of the court— (a) be a director, or a liquidator or provisional liquidator, of any company to which subsection (1) applies; (b) be a receiver or manager of the property of such a company; or (c) in any way, whether directly or indirectly, be concerned or take part in the promotion, formation or
management of such a company.
Section: 46 Registrar’s certified true copy admissible as evidence L.N. 163 of 2013 03/03/2014
In any proceedings— (a) a document purporting to be a copy of any information produced under section 45(4), and purporting to be
certified by the Registrar as a true copy of the information, is admissible in evidence on its production without further proof; and
(b) on being admitted in evidence under paragraph (a), the document is proof of the information in the absence of evidence to the contrary.
Part: Division:
2 7
Materials in Companies Register Unavailable for Public Inspection
L.N. 163 of 2013 03/03/2014
Part: Division: Subdivision:
2 7 1
General Protection L.N. 163 of 2013 03/03/2014
Section: 47 Interpretation
Remarks: Not yet in operation
In this Subdivision— withheld address (不提供的地址) means an address withheld from public inspection under section 49(1)(a); withheld identification number (不提供的身分識別號碼) means a number withheld from public inspection under
section 49(1)(b); withheld information (不提供的資料) means a withheld address or a withheld identification number.
Cap 622 - Companies Ordinance 20
Section: 48 Information excluded from public inspection by law or court order
L.N. 163 of 2013 03/03/2014
The Registrar must not make available for public inspection under section 45 any information excluded from public inspection by or under an Ordinance or by an order of the court.
Section: 49 Registrar may withhold residential address and identification number from public inspection
Remarks: Not yet in operation
(1) The Registrar may, on application made for the purposes of this subsection, withhold from public inspection under section 45— (a) a relevant address of the applicant contained, as an address of the applicant’s location, in a document to
which this subsection applies; or (b) a number contained, as the full number of the identity card or passport of the applicant, in a document to
which this subsection applies. (2) Subsection (1) applies to a document delivered to the Registrar for registration under any of the following
Ordinances before, on or after the commencement date of this section— (a) this Ordinance; (b) the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32); (c) the predecessor Ordinance.
(3) If a person’s address is withheld from public inspection under subsection (1)(a), the Registrar must instead make available for public inspection an address contained in the person’s application as the person’s correspondence address.
(4) An application for the purposes of subsection (1)(a) may be made only by a director, reserve director or company secretary, or a former director, reserve director or company secretary, of a company. An application for the purposes of subsection (1)(b) may be made by any person.
(5) If an address is required by section 56(6) to be entered in a register of directors as the usual residential address and the correspondence address of a director within a period of 5 years specified in that section, an application must not be made for the purposes of subsection (1) in relation to the address during the period.
(6) If an address is not prohibited by section 56(7) from being entered in a register of directors as the correspondence address of a director, or from being stated in a notice or return as the changed correspondence address of a director, during a period of 5 years specified in that section, an application must not be made for the purposes of subsection (1) in relation to the address during the period.
(7) An application for the purposes of subsection (1) must— (a) contain the information required by regulations made under subsection (8)(a); (b) be accompanied by the documents required by regulations made under subsection (8)(b); and (c) be accompanied by a fee prescribed by regulations made under subsection (8)(c).
(8) The Financial Secretary may make regulations— (a) providing for the information to be contained in an application made for the purposes of subsection (1),
including— (i) the correspondence address required for the purposes of subsection (3); and (ii) any other information specified by the Registrar for such an application;
(b) providing for the documents to accompany such an application, including any document specified by the Registrar for such an application;
(c) prescribing the fees to accompany such an application; and (d) providing for the powers of the Registrar to require additional documents and information to be provided to
the Registrar for the purposes of determining such an application. (9) The regulations may provide that the correspondence address required for the purposes of subsection (3) must
not be a post office box number.
Cap 622 - Companies Ordinance 21
(10) In this section— relevant address(有關地址), in relation to an applicant who makes an application for the purposes of subsection (1),
means an address specified by the applicant in the application as a usual residential address of the applicant as at the date of the document in which the address is contained.
Section: 50 Restriction on use or disclosure of withheld information
Remarks: Not yet in operation
The Registrar must not use or disclose withheld information except— (a) as permitted by section 51; or (b) in accordance with section 52.
Section: 51 Permitted use or disclosure of withheld information by Registrar
Remarks: Not yet in operation
(1) The Registrar may use— (a) a withheld address for communicating with the director, reserve director or company secretary in question;
or (b) a withheld identification number for communicating with the person in question.
(2) The Registrar may use withheld information for the purpose of or in connection with the performance of the Registrar’s functions.
(3) The Registrar may, on application made for the purposes of this subsection, disclose withheld information to a person specified by regulations made under subsection (5)(e). A disclosure may only be made in accordance with regulations made under subsection (5).
(4) An application for the purposes of subsection (3) must— (a) contain the information required by regulations made under subsection (5)(a); (b) be accompanied by the documents required by regulations made under subsection (5)(b); and (c) be accompanied by a fee prescribed by regulations made under subsection (5)(c).
(5) The Financial Secretary may make regulations— (a) providing for the information to be contained in an application made for the purposes of subsection (3),
including any information specified by the Registrar for such an application; (b) providing for the documents to accompany such an application, including any document specified by the
Registrar for such an application; (c) prescribing the fees payable for the purposes of subsection (3) to accompany such an application; (d) providing for the powers of the Registrar to require additional documents and information to be provided to
the Registrar for the purposes of determining such an application; (e) specifying the persons to whom withheld information may be disclosed; and (f) providing for the conditions in accordance with which withheld information may be disclosed to such
persons, including the extent to which such information may be disclosed to them.
Section: 52 Disclosure under order of Court
Remarks: Not yet in operation
(1) The Court may make an order for the disclosure by the Registrar of a withheld address— (a) if—
(i) there is evidence that the service of documents at an address contained in an application under section
Cap 622 - Companies Ordinance 22
49(1) as the correspondence address is not effective to bring them to the notice of the director, reserve director or company secretary in question; or
(ii) it is necessary or expedient for the withheld address to be disclosed in connection with the enforcement of an order or decree of a court; and
(b) if the Court is satisfied that it is appropriate to make the order. (2) The Court may make an order for the disclosure by the Registrar of a withheld identification number—
(a) if it is necessary or expedient for the number to be disclosed in connection with the enforcement of an order or decree of a court; and
(b) if the Court is satisfied that it is appropriate to make the order. (3) An order under subsection (1) or (2) may be made on the application of—
(a) a creditor of the company in respect of which the document containing the withheld information is delivered to the Registrar for registration under this Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) or the predecessor Ordinance; or
(b) any other person appearing to the Court to have a sufficient interest. (4) An order under subsection (1) or (2) must specify the persons to whom, and purposes for which, the disclosure is
authorized.
Part: Division: Subdivision:
2 7 2
Protection of Residential Address and Identification Number Contained in Certain Documents
Remarks: Not yet in operation
Section: 53 Interpretation
Remarks: Not yet in operation
(1) In this Subdivision— director (董事) includes a person nominated as a reserve director under section 455(1); protected address (受保護地址) means, subject to subsection (2)(a), an address that falls within section 54(2)(a); protected identification number (受保護身分識別號碼) means a number that falls within section 54(2)(b); protected information (受保護資料) means a protected address or a protected identification number; relevant correspondence address (有關通訊地址) , in relation to a director of a company, means the address
contained, as the correspondence address of the director, in whichever is the most recent of the following— (a) in the case of a company other than those falling within paragraph (a) or (b) of the definition of company in
section 20(1)— (i) an incorporation form delivered to the Registrar for registration under section 67(1)(b) in relation to
the formation of the company; (ii) a notice delivered to the Registrar for registration under section 645(1) or (2) in relation to the
appointment of a director, or the nomination of a reserve director, of the company; (iii) a notice delivered to the Registrar for registration under section 645(4) in relation to a change in the
particulars contained in the register of directors of the company; (iv) a notice delivered to the Registrar for registration under section 684(1)(d) in relation to the
appointment of a director of the company; or (v) an application delivered for the purposes of section 807(1) in relation to the registration of the
company; (b) in the case of a company falling within paragraph (a) or (b) of the definition of company in section 20(1)—
(i) an application to the Registrar under section 776(2) or (3) for registration of the company; (ii) a return delivered to the Registrar for registration under section 791(1) in relation to a change in the
directors of the company; or (iii) a return delivered to the Registrar for registration under section 791(1) in relation to a change in the
Cap 622 - Companies Ordinance 23
particulars of the directors of the company delivered to the Registrar under Part 16. (2) For the purposes of this Subdivision—
(a) an address of a person does not cease to fall within section 54(2)(a) just because the person ceases to be a director of the company; and
(b) a reference to a director includes, to that extent, a former director. (3) Subsection (2)(b) does not apply to a reference to a director in section 55 or 56.
Section: 54 Registrar must not make residential address and identification number available for public inspection
Remarks: Not yet in operation
(1) Subsection (2) applies if— (a) a document—
(i) is delivered to the Registrar for registration in respect of a company under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) and is in a form prescribed by or under, or specified under, the relevant Ordinance; or
(ii) is delivered to the Registrar for registration in respect of a company under a provision of the predecessor Ordinance having a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1) and is in a form specified under section 914(6)(a) or (8)(a);
(b) any part of the document is required by the relevant Ordinance to contain, and contains— (i) the usual residential address of a director of the company; or (ii) the full number of the identity card or passport of any person; and
(c) the Registrar records the information contained in the document for the purposes of section 27(1). (2) The Registrar must not make available for public inspection under section 45(1)—
(a) an address contained, as the usual residential address of a director of the company, in any part of the document that is required by the relevant Ordinance to contain that usual residential address; or
(b) a number contained, as the full number of the identity card or passport of any person, in any part of the document that is required by the relevant Ordinance to contain that full number.
(3) In this section— relevant Ordinance(有關條例), in relation to a document or any part of a document, means the Ordinance under
which the document is delivered to the Registrar for registration.
Section: 55 Registrar may make protected address available for inspection
Remarks: Not yet in operation
(1) Despite section 54(2)(a), the Registrar may make a protected address available for public inspection in accordance with section 56 if— (a) communications sent by the Registrar to the director, and requiring a response within a specified period,
remain unanswered; or (b) there is evidence that the service of documents by the Registrar at the relevant correspondence address of
the director is not effective to bring them to the notice of the director. (2) The Registrar must not make a decision under subsection (1) unless the Registrar—
(a) has notified the director and the company that he or she proposes to make the protected address available for public inspection under subsection (1); and
(b) has considered any representation made within the period specified under subsection (3)(b). (3) A notice under subsection (2)(a)—
(a) must state the grounds for the proposal; and
Cap 622 - Companies Ordinance 24
(b) must specify a period within which representations may be made before the protected address is made available for public inspection under subsection (1).
(4) A notice under subsection (2)(a) must be sent to the director— (a) at the protected address; or (b) if it appears to the Registrar that service at the protected address may not be effective to bring it to the
notice of the director, at the relevant correspondence address of the director.
Section: 56 Provision supplementary to section 55
Remarks: Not yet in operation
(1) If the Registrar is to make a protected address available for public inspection under section 55(1), he or she must proceed as if— (a) a notice had been delivered to the Registrar for registration under section 645(4) stating that the
correspondence address of the director is changed to the protected address; or (b) a return had been delivered to the Registrar for registration under section 791 stating that the
correspondence address of the director is changed to the protected address. (2) The Registrar must give written notice of having done so—
(a) to the director; and (b) to the company.
(3) A written notice must also state the decision date in relation to the protected address. (4) A written notice under subsection (2)(a) must be sent to the director—
(a) at the protected address; or (b) if it appears to the Registrar that service at the protected address may not be effective to bring it to the
notice of the director, at the relevant correspondence address of the director. (5) On receipt of a written notice, the company must enter the protected address in its register of directors as the
correspondence address of the director. (6) If, within 5 years after the decision date for a protected address, the director notifies the company of another
address as his or her usual residential address— (a) the company must enter that other address in its register of directors as the usual residential address and the
correspondence address of the director; and (b) the company must proceed with the notice or return under section 645(4) or 791 as if the correspondence
address of the director was also changed to that other address. (7) During the period of 5 years after the decision date for a protected address—
(a) the company must not enter in its register of directors as the correspondence address of the director any address other than— (i) the protected address; or (ii) if, after the protected address is made available for public inspection under section 55(1), an address is
notified by the director to the company as his or her usual residential address, the address so notified; and
(b) the company must not state in the notice or return under section 645(4) or 791 that the correspondence address of the director is changed to any address other than— (i) the protected address; or (ii) if, after the protected address is made available for public inspection under section 55(1), an address is
notified by the director to the company as his or her usual residential address, the address so notified. (8) Subsections (5), (6)(a) and (7)(a) do not apply to—
(a) a non-Hong Kong company registered under section 777(1); or (b) a company that was, at any time before the commencement date of Part 16, registered in the register kept
under section 333AA of the predecessor Ordinance. (9) If a company contravenes subsection (5), (6) or (7), the company, and every responsible person of the company,
commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Cap 622 - Companies Ordinance 25
(10) In this section— decision date(決定日期), in relation to a protected address, means the date on which the Registrar decides to make the
protected address available for public inspection under section 55(1).
Section: 57 Restriction on use or disclosure of protected information
Remarks: Not yet in operation
The Registrar must not use or disclose protected information except— (a) as permitted by section 58; or (b) in accordance with section 59.
Section: 58 Permitted use or disclosure of protected information by Registrar
Remarks: Not yet in operation
(1) The Registrar may use— (a) a protected address for communicating with the director in question; or (b) a protected identification number for communicating with the person in question.
(2) The Registrar may use protected information for the purpose of or in connection with the performance of the Registrar’s functions.
(3) The Registrar may, on application made for the purposes of this subsection, disclose protected information to a person specified by regulations made under subsection (5)(e). A disclosure may only be made in accordance with regulations made under subsection (5).
(4) An application for the purposes of subsection (3) must— (a) contain the information required by regulations made under subsection (5)(a); (b) be accompanied by the documents required by regulations made under subsection (5)(b); and (c) be accompanied by a fee prescribed by regulations made under subsection (5)(c).
(5) The Financial Secretary may make regulations— (a) providing for the information to be contained in an application made for the purposes of subsection (3),
including any information specified by the Registrar for such an application; (b) providing for the documents to accompany such an application, including any document specified by the
Registrar for such an application; (c) prescribing the fees payable for the purposes of subsection (3) to accompany such an application; (d) providing for the powers of the Registrar to require additional documents and information to be provided to
the Registrar for the purposes of determining such an application; (e) specifying the persons to whom protected information may be disclosed; and (f) providing for the conditions in accordance with which protected information may be disclosed to such
persons, including the extent to which such information may be disclosed to them.
Section: 59 Disclosure under order of Court
Remarks: Not yet in operation
(1) The Court may make an order for the disclosure by the Registrar of a protected address— (a) if—
(i) there is evidence that the service of documents at the relevant correspondence address of the director is not effective to bring them to the notice of the director; or
(ii) it is necessary or expedient for the protected address to be disclosed in connection with the
Cap 622 - Companies Ordinance 26
enforcement of an order or decree of a court; and (b) if the Court is satisfied that it is appropriate to make the order.
(2) The Court may make an order for the disclosure by the Registrar of a protected identification number— (a) if it is necessary or expedient for the number to be disclosed in connection with the enforcement of an order
or decree of a court; and (b) if the Court is satisfied that it is appropriate to make the order.
(3) An order under subsection (1) or (2) may be made on the application of— (a) a creditor of the company in respect of which the document containing the protected information is
delivered to the Registrar for registration under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32); or
(b) any other person appearing to the Court to have a sufficient interest. (4) An order under subsection (1) or (2) must specify the persons to whom, and purposes for which, the disclosure is
authorized.
Part: Division: Subdivision:
2 7 3
Supplementary L.N. 163 of 2013 03/03/2014
Section: 60 Extent of prohibition L.N. 163 of 2013 03/03/2014
If a prohibition under this Division applies by reference to information deriving from a particular description of document, the prohibition does not affect—
(a) the availability for public inspection of the information through other means; and (b) the availability for public inspection of the information deriving from another description of document in
relation to which the prohibition does not apply.
Part: Division:
2 8
Miscellaneous L.N. 163 of 2013 03/03/2014
Section: 61 Registrar may issue certificates in any manner L.N. 163 of 2013 03/03/2014
(1) The Registrar may issue a certificate under this Ordinance in any manner the Registrar thinks fit. (2) Without limiting the powers of the Registrar under subsection (1), the Registrar may issue a certificate in the
form of an electronic record.
Section: 62 Registrar not responsible for verifying information L.N. 163 of 2013 03/03/2014
The Registrar is not responsible for verifying— (a) the truth of the information contained in a document delivered to the Registrar; or (b) the authority under which a document is delivered to the Registrar.
Section: 63 Immunity L.N. 163 of 2013 03/03/2014
(1) Neither the Registrar nor any public officer incurs any civil liability, and no civil action may lie against the Registrar or any public officer, in respect of anything done, or omitted to be done, by him or her in good faith— (a) in the performance, or purported performance, of functions under this Ordinance; or (b) in the exercise, or purported exercise, of powers under this Ordinance.
(2) Where, for the purposes of this Ordinance, a protected person provides a service by means of which information in electronic form is supplied to the public, or supplies information by means of magnetic tapes or any electronic mode, the protected person is not personally liable for any loss or damage suffered by a user of the service or information by reason of an error or omission appearing in the information if the error or omission—
Cap 622 - Companies Ordinance 27
(a) was made in good faith and in the ordinary course of the discharge of the protected person’s duties; or (b) has occurred or arisen as a result of any defect or breakdown in the service or any equipment used for the
service or for supplying the information. (3) Where, for the purposes of this Ordinance, a protected person provides a service or facility by means of which
documents may be delivered to the Registrar by electronic means, the protected person is not personally liable for any loss or damage suffered by a user of the service or facility by reason of an error or omission appearing in a document delivered to the Registrar by means of the service or facility if the error or omission— (a) was made in good faith and in the ordinary course of the discharge of the protected person’s duties; or (b) has occurred or arisen as a result of any defect or breakdown in the service or facility or in any equipment
used for the service or facility. (4) The protection given to a protected person by subsections (2) and (3) in respect of an error or omission does not
affect any liability of the Government in tort for the error or omission. (5) In this section— protected person(受保障人) means a person authorized by the Registrar to supply the information or provide the
service or facility.
Section: 64 Discrepancy between document and certified translation L.N. 163 of 2013 03/03/2014
(1) This section applies if— (a) a certified translation of a document is delivered by a company to the Registrar for the purposes of section
31(1)(b) to accompany the document in a language other than English or Chinese; and (b) there is a discrepancy between the document in that language and the certified translation of the document.
(2) The company may not rely on that translation, in so far as it relates to the discrepancy, as against a third party. (3) A third party may not rely on that translation, in so far as it relates to the discrepancy, as against the company
unless the third party— (a) had no knowledge of the contents of the document in that language; and (b) had actually relied on that translation in so far as it relates to the discrepancy.
(4) In this section— third party(第三者) means a person other than the company.
Section: 65 Offence for destruction etc. of registers, books or documents
L.N. 163 of 2013 03/03/2014
(1) A person commits an offence if the person dishonestly, with a view to gain for the person’s own self or another, or with intent to cause loss to another, destroys, removes, alters, defaces or conceals— (a) any register, book or document belonging to, or filed or deposited in, the office of the Registrar; or (b) any electronic record, microfilm, image or other record of such register, book or document.
(2) A person who commits an offence under subsection (1) is liable on conviction on indictment to imprisonment for 7 years.
(3) A person commits an offence if the person wilfully or maliciously destroys, removes, alters, defaces or conceals — (a) any register, book or document belonging to, or filed or deposited in, the office of the Registrar; or (b) any electronic record, microfilm, image or other record of such register, book or document.
(4) A person who commits an offence under subsection (3) is liable— (a) on conviction on indictment to a fine of $150000 and to imprisonment for 2 years; or (b) on summary conviction to a fine at level 5 and to imprisonment for 6 months.
Part: 3 Company Formation and Related Matters, and Re- registration of Company
L.N. 163 of 2013 03/03/2014
(*Format changes—E.R. 1 of 2013) ____________________________________________________________________________ Note:
Cap 622 - Companies Ordinance 28
* The format of Part 3 has been updated to the current legislative styles.
Part: Division:
3 1
Company Formation L.N. 163 of 2013 03/03/2014
Part: Division: Subdivision:
3 1 1
General Requirements for Formation L.N. 163 of 2013 03/03/2014
Section: 66 Types of companies L.N. 163 of 2013 03/03/2014
Only the following companies may be formed under this Ordinance— (a) a public company limited by shares; (b) a private company limited by shares; (c) a public unlimited company with a share capital; (d) a private unlimited company with a share capital; (e) a company limited by guarantee without a share capital.
Section: 67 Formation of company L.N. 163 of 2013 03/03/2014
(1) Any one or more persons may form a company by— (a) signing the articles of the company intended to be formed; and (b) delivering to the Registrar for registration—
(i) an incorporation form in the specified form; and (ii) a copy of the articles.
(2) A company may only be formed for a lawful purpose.
Section: 68 Content of incorporation form L.N. 163 of 2013 03/03/2014
(1) An incorporation form must— (a) in relation to the company intended to be formed, contain the particulars and statements specified in section
1 of Schedule 2; (b) in relation to each founder member of the company, contain the particulars specified in section 2 of
Schedule 2; (c) in relation to each person who is to be a director of the company on the company’s formation, contain—
(i) the particulars specified in section 3 of Schedule 2; and (ii) the statement specified in section 4 of Schedule 2;
(d) in relation to each person who is to be the company secretary, or one of the joint company secretaries, of the company on that formation, contain the particulars specified in section 5 of Schedule 2;
(e) contain the statements specified in section 7 of Schedule 2; and (f) contain the statement of compliance specified in section 70(1).
(2) If the company intended to be formed is a company limited by shares or an unlimited company, the incorporation form must also contain the statement specified in section 8 of Schedule 2.
Section: 69 Signing of incorporation form L.N. 163 of 2013 03/03/2014
An incorporation form must be signed by the founder member named in the form or, if 2 or more founder members are named, by any one of those members.
Cap 622 - Companies Ordinance 29
Section: 70 Statement of compliance to be contained in incorporation form
L.N. 163 of 2013 03/03/2014
(1) The statement specified for the purposes of section 68(1)(f) is a statement certifying that— (a) all the requirements of this Ordinance in respect of the registration of the company intended to be formed
have been complied with; and (b) the information, statements and particulars contained in the incorporation form are accurate and consistent
with those in the company’s articles. (2) The Registrar may accept the statement of compliance as sufficient evidence that all the requirements of this
Ordinance in respect of the registration of the company have been complied with.
Part: Division: Subdivision:
3 1 2
Incorporation of Company L.N. 163 of 2013 03/03/2014
Section: 71 Issue of certificate of incorporation on registration L.N. 163 of 2013 03/03/2014
(1) On registering an incorporation form and a copy of the articles delivered under section 67(1)(b), the Registrar must issue a certificate of incorporation certifying that the company— (a) is incorporated under this Ordinance; and (b) is a limited company or an unlimited company.
(2) A certificate of incorporation must be signed by the Registrar.
Section: 72 Conclusiveness of certificate of incorporation L.N. 163 of 2013 03/03/2014
A certificate of incorporation is conclusive evidence that— (a) all the requirements of this Ordinance in respect of the registration of the company have been complied
with; and (b) the company is registered under this Ordinance.
Section: 73 Effect of incorporation L.N. 163 of 2013 03/03/2014
(1) On and after the date of incorporation stated in the certificate of incorporation, the founder members, and any other persons who may from time to time become the company’s members, are a body corporate with the name stated in the certificate or, if a change of name has effect under section 107, 110, 770 or 772, with the new name.
(2) On and after the date of incorporation, the body corporate is capable of exercising all the functions of an incorporated company, and has perpetual succession.
(3 On and after the date of incorporation, the founder members, and any other persons who may from time to time become the company’s members, are liable to contribute to the assets of the company in the event of the company being wound up as is mentioned in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32).
Section: 74 Delivery of director’s written consent L.N. 163 of 2013 03/03/2014
(1) Each consent given for the purposes of section 4(b)(ii) of Schedule 2 in relation to a company intended to be formed must be delivered in the specified form to the Registrar for registration not later than 15 days after the date of incorporation of the company.
(2) If subsection (1) is contravened, the company, every responsible person of the company, and the founder member who signs the incorporation form for the purposes of section 69, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
(3) In any proceedings against a founder member for an offence under this section, it is a defence to establish that
Cap 622 - Companies Ordinance 30
the founder member took all reasonable steps to secure compliance with subsection (1).
Part: Division:
3 2
Company Articles L.N. 163 of 2013 03/03/2014
Part: Division: Subdivision:
3 2 1
General L.N. 163 of 2013 03/03/2014
Section: 75 Articles prescribing regulations for company L.N. 163 of 2013 03/03/2014
A company must have articles prescribing regulations for the company.
Section: 76 Language of articles L.N. 163 of 2013 03/03/2014
A company’s articles must be printed in English or Chinese.
Section: 77 Form of articles L.N. 163 of 2013 03/03/2014
A company’s articles must be divided into paragraphs and the paragraphs must be numbered consecutively.
Part: Division: Subdivision:
3 2 2
Model Articles L.N. 163 of 2013 03/03/2014
Section: 78 Financial Secretary may prescribe model articles L.N. 163 of 2013 03/03/2014
(1) The Financial Secretary may, by notice published in the Gazette, prescribe model articles for companies. (2) Any amendment of model articles under this section does not affect a company incorporated before the
amendment takes effect.
Section: 79 Adoption of model articles L.N. 163 of 2013 03/03/2014
A company may adopt as its articles any or all of the provisions of the model articles prescribed for the type of company to which it belongs.
Section: 80 Application of model articles to limited company L.N. 163 of 2013 03/03/2014
(1) On the incorporation of a limited company, the model articles that are prescribed for the type of company to which the company belongs and that are for the time being in force, so far as applicable, form part of the company’s articles in the same manner, and to the same extent, as if those model articles had been registered as the company’s articles.
(2) Subsection (1) applies if the company’s registered articles do not prescribe any regulations for the company. (3) If the company’s registered articles prescribe any regulations for the company, subsection (1) applies in so far
as the articles do not exclude or modify the model articles.
Cap 622 - Companies Ordinance 31
Part: Division: Subdivision:
3 2 3
Content and Effect of Articles L.N. 163 of 2013 03/03/2014
Section: 81 Company name L.N. 163 of 2013 03/03/2014
A company’s articles must state the name of the company.
Section: 82 Company’s objects L.N. 163 of 2013 03/03/2014
(1) If a licence is granted under section 103(2) to an association intended to be formed as a limited company or under section 103(4) to a limited company, then during the period when the licence is in force, the articles of the company must state the company’s objects.
(2) The articles of any other company may state the company’s objects. (3) Subsections (1) and (2) do not affect any requirement relating to the articles of a company specified in any other
Ordinance.
Section: 83 Members’ liabilities L.N. 163 of 2013 03/03/2014
(1) The articles of a limited company must state that the liability of its members is limited. (2) The articles of an unlimited company formed and registered under this Ordinance must state that the liability of
its members is unlimited.
Section: 84 Liabilities or contributions of members of limited company L.N. 163 of 2013 03/03/2014
(1) The articles of a company limited by shares must state that the liability of its members is limited to any amount unpaid on the shares held by the members.
(2) The articles of a company limited by guarantee must state that each person who is a member of the company undertakes that if the company is wound up while the person is a member of the company, or within one year after the person ceases to be such a member, the person will contribute an amount required of the person, not exceeding a specified amount, to the company’s assets— (a) for the payment of the company’s debts and liabilities contracted before the person ceases to be such a
member; (b) for the payment of the costs, charges and expenses of winding up the company; and (c) for the adjustment, among the contributories, of their rights.
(3) Subsection (1) does not apply to the articles of an existing company that is deemed to be a company limited by shares under section 4(3) of the predecessor Ordinance.
Section: 85 Capital and initial shareholdings L.N. 163 of 2013 03/03/2014
(1) The articles of a company with a share capital must state the information required under section 8 (except subsection (1)(d)(iv), (v), (vi) and (vii)) of Schedule 2 to be contained in the company’s incorporation form.
(2) The articles of a company with a share capital may state the maximum number of shares that the company may issue.
Section: 86 Effect of articles L.N. 163 of 2013 03/03/2014
(1) Subject to this Ordinance, a company’s articles, once registered under this Ordinance or a former Companies Ordinance— (a) have effect as a contract under seal—
(i) between the company and each member; and (ii) between a member and each other member; and
Cap 622 - Companies Ordinance 32
(b) are to be regarded as containing covenants on the part of the company and of each member to observe all the provisions of the articles.
(2) Without limiting subsection (1), the articles are enforceable— (a) by the company against each member; (b) by a member against the company; and (c) by a member against each other member.
(3) Money payable by a member to the company under the articles— (a) is a debt due from the member to the company; and (b) is of the nature of a specialty debt.
Part: Division: Subdivision:
3 2 4
Alteration of Articles L.N. 163 of 2013 03/03/2014
Section: 87 Company may alter articles L.N. 163 of 2013 03/03/2014
(1) Subject to this Ordinance, a company may alter its articles. (2) Except as provided in Division 8, a company must not alter in its articles any statement mentioned in section 83
or 84(1). (3) Subject to section 180, a company with a share capital must not make any alteration to its articles that is
inconsistent with any rights attached to shares in a class of shares in the company. (4) Subject to section 188, a company without a share capital must not make any alteration to its articles that is
inconsistent with any rights of a class of members of the company. (5) A company limited by guarantee must not alter in its articles the information required under section 84(2) other
than to increase the specified amount.
Section: 88 Alteration by special resolution or ordinary resolution L.N. 163 of 2013 03/03/2014
(1) Subject to this Ordinance, this section applies to the alteration of a company’s articles. (2) Subject to subsection (3) and any other provisions of this Ordinance, a company may only alter its articles by
special resolution. (3) An alteration in articles to the maximum number of shares that the company may issue may be made by ordinary
resolution. (4) Subject to this Ordinance, an alteration made in accordance with this section is as valid as if the alteration were
originally contained in the articles. (5) Within 15 days after the date on which an alteration takes effect, the company must deliver to the Registrar for
registration— (a) a notice of the alteration in the specified form; and (b) a copy, certified by an officer of the company as correct, of the articles as altered.
(6) If a company contravenes subsection (5), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.
Section: 89 Alteration of company’s objects L.N. 163 of 2013 03/03/2014
(1) This section applies to an alteration of the objects of a company as stated in the company’s articles. (2) The company may, by special resolution of which notice has been given to all the members of the company
(including members who are not entitled to such notice under the company’s articles), alter the objects by— (a) abandoning or restricting any of the objects; or (b) adopting any new object that could lawfully have been contained—
(i) in the case of a company formed and registered under this Ordinance, in the company’s articles when the articles were registered; or
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(ii) in the case of an existing company, in the company’ s memorandum of association when the memorandum was registered.
(3) If a relevant company passes such a resolution, a notice of the resolution must also be given to all holders of the relevant debentures of the company, and the notice must be the same as the notice mentioned in subsection (2).
(4) For the purposes of subsection (3), if there is no provision regulating the giving of notice to the holders of the relevant debentures, the provisions of the company’s articles regulating the giving of notice to members are to apply.
(5) If a relevant company passes a special resolution altering its objects, an application to cancel the alteration may be made to the Court in accordance with section 91, and if an application is made, the alteration does not have effect except in so far as it is confirmed by the Court.
(6) After passing a special resolution altering its objects— (a) in the case of a relevant company, if no application is made under subsection (5), the company must, within
15 days after the end of the application period, deliver to the Registrar for registration the documents specified in subsection (7);
(b) in the case of a relevant company, if an application is made under subsection (5), the company— (i) must immediately give notice of that fact to the Registrar; and (ii) within 15 days after the date of any Court order cancelling or confirming the alteration or, if an
extension of time is granted under subsection (8), within the extended period, must deliver to the Registrar for registration an office copy of the order and, in the case of an order confirming the alteration, the documents specified in subsection (7); or
(c) in the case of a company other than a relevant company, the company must, within 15 days after the date of passing the resolution, deliver to the Registrar for registration the documents specified in subsection (7).
(7) The documents are— (a) a notice of the alteration in the specified form; and (b) a copy, certified by an officer of the company as correct, of the company’s articles as altered.
(8) The Court may at any time by order extend the period for delivery of any documents under subsection (6)(b). (9) If a company contravenes subsection (6), the company, and every responsible person of the company, commit an
offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.
(10) In this section— relevant company(有關公司) means—
(a) a private company; or (b) a company limited by guarantee that, immediately before the commencement date* of this Division, was a
private company as defined by section 2(1) of the predecessor Ordinance in force at that time; relevant debentures(有關債權證) means any debentures, secured by a floating charge, that were issued or first issued
before 15 February 1963 or that form part of the same series as any debentures so issued. ___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 90 Alteration of certain articles by existing company L.N. 163 of 2013 03/03/2014
(1) Subject to subsection (2), this section applies to an alteration of any provision of the articles of an existing company if the provision— (a) was, immediately before the commencement date* of this Division, contained in the company’ s
memorandum of association (whether registered before, on or after 31 August 1984); and (b) could lawfully have been contained in the company’ s articles instead of in the memorandum of
association when the memorandum was registered. (2) This section does not apply if any provision of the articles of an existing company—
(a) was, immediately before the commencement date* of this Part, contained in the company’s memorandum of association (whether registered before, on or after 31 August 1984); and
(b) provides for or prohibits the alteration of any provision mentioned in subsection (1). (3) An existing company may by special resolution alter any provision mentioned in subsection (1).
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(4) If a relevant company passes such a resolution, an application to cancel the alteration may be made to the Court in accordance with section 91, and if an application is made, the alteration does not have effect except in so far as it is confirmed by the Court.
(5) After passing a resolution under subsection (3)— (a) in the case of a relevant company, if no application is made under subsection (4), the company must, within
15 days after the end of the application period, deliver to the Registrar for registration the documents specified in subsection (6);
(b) in the case of a relevant company, if an application is made under subsection (4), the company— (i) must immediately give notice of that fact to the Registrar; and (ii) within 15 days after the date of any Court order cancelling or confirming the alteration or, if an
extension of time is granted under subsection (7), within the extended period, must deliver to the Registrar for registration an office copy of the order and, in the case of an order confirming the alteration, the documents specified in subsection (6); or
(c) in the case of a company other than a relevant company, the company must, within 15 days after the date of passing the resolution, deliver to the Registrar for registration the documents specified in subsection (6).
(6) The documents are— (a) a notice of the alteration in the specified form; and (b) a copy, certified by an officer of the company as correct, of the company’s articles as altered.
(7) The Court may at any time by order extend the period for delivery of any documents under subsection (5)(b). (8) If a company contravenes subsection (5), the company, and every responsible person of the company, commit an
offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.
(9) This section does not authorize any variation or abrogation of the special rights of any class of members. (10) In this section— relevant company(有關公司) means—
(a) a private company; or (b) a company limited by guarantee that, immediately before the commencement date* of this Division, was a
private company as defined by section 2(1) of the predecessor Ordinance in force at that time. ___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 91 Application to Court to cancel alteration L.N. 163 of 2013 03/03/2014
(1) An application under section 89(5) to cancel an alteration of the objects of a company may be made— (a) by the holders of at least 5% in aggregate of the number of the issued shares in the company or any class of
the company’s issued share capital or, if the company is not limited by shares, by at least 5% of the company’s members; or
(b) by the holders of at least 5% in value of the company’s debentures that are mentioned in the definition of relevant debentures in section 89(10).
(2) An application under section 89(5) may be made on behalf of the persons mentioned in subsection (1)(a) or (b) by any one or more of them appointed in writing by all of them for the purpose.
(3) An application under section 90(4) to cancel an alteration of a provision of the articles of an existing company may be made by the holders of at least 5% in aggregate of the number of the issued shares in the company or any class of the company’s issued share capital or, if the company is not limited by shares, by at least 5% of the company’s members.
(4) An application under section 90(4) may be made on behalf of the persons mentioned in subsection (3) by any one or more of them appointed in writing by all of them for the purpose.
(5) An application under section 89(5) or 90(4) may only be made within 28 days after the date of passing the relevant special resolution.
(6) On an application under section 89(5) or 90(4), the Court— (a) may cancel or confirm the alteration (either wholly or in part), on any terms and conditions it thinks fit; (b) may adjourn the proceedings so that an arrangement may be made to its satisfaction for the purchase of the
Cap 622 - Companies Ordinance 35
interests of dissentient members; and (c) may give any directions and make any order that it thinks expedient for facilitating or carrying into effect
any such arrangement.
Section: 92 Certain alterations not binding on members L.N. 163 of 2013 03/03/2014
(1) Despite any provision in a company’s articles, a person who is a member of the company is not bound by any alteration of the articles that takes effect after the date on which the person became a member, if and so far as the alteration— (a) requires the person to take or subscribe for more shares than the number of shares held by the person on the
date on which the alteration takes effect; (b) in any way increases the person’s liability as at that date to contribute to the company’s share capital; or (c) in any way increases the person’s liability as at that date to pay money to the company.
(2) Subsection (1) does not apply if the person agrees in writing before, on or after the alteration taking effect to be bound by the alteration.
Section: 93 Company must incorporate alteration into articles L.N. 163 of 2013 03/03/2014
(1) If an alteration is made to a company’s articles, the company must incorporate the alteration in every copy of the articles issued on or after the date on which the alteration takes effect.
(2) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.
Section: 94 Alteration affecting status of private company L.N. 163 of 2013 03/03/2014
(1) If a private company alters its articles so that the articles no longer comply with section 11(1)(a), the company ceases to be a private company on the date on which the alteration takes effect.
(2) In addition to the documents required under section 88(5), the company must, within 15 days after the date on which the alteration takes effect, deliver to the Registrar for registration— (a) a notice of the change of the company’s status in the specified form; and (b) a copy (certified by an officer of the company to be true) of the company’s annual financial statements
that are— (i) prepared in accordance with section 379; and (ii) prepared for the financial year immediately before the financial year in which the alteration takes
effect. (3) If a company contravenes subsection (2)(a), the company, and every responsible person of the company, commit
an offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.
(4) If a company contravenes subsection (2)(b), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1000 for each day during which the offence continues.
Section: 95 Alteration affecting status of public company L.N. 163 of 2013 03/03/2014
(1) If a public company alters its articles so that the articles comply with section 11(1)(a), the company ceases to be a public company on the date on which the alteration takes effect.
(2) In addition to the documents required under section 88(5), the company must, within 15 days after the date on which the alteration takes effect, deliver to the Registrar for registration a notice of the change of the company’ s status in the specified form.
(3) If a company contravenes subsection (2), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.
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Section: 96 Notifying Registrar of alteration by order of Court L.N. 163 of 2013 03/03/2014
(1) If any provision of a company’s articles, or the effect of any provision of a company’s articles, is altered by an order of the Court, the company must, within 15 days after the date on which the alteration takes effect, deliver to the Registrar for registration a notice of the alteration in the specified form.
(2) A notice of alteration must be accompanied by— (a) an office copy of the order; and (b) a copy of the articles as altered by the order.
(3) Subsection (2)(a) does not apply if the company is required to deliver an office copy of the order to the Registrar under another provision of this Ordinance.
(4) If a company contravenes subsection (1) or (2), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.
Section: 97 Copies of articles to be provided to members L.N. 163 of 2013 03/03/2014
(1) A company must, on request of a member of the company, provide, without charge, the member with an up-to- date copy of the company articles within 7 days after it receives the request.
(2) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.
Part: Division: Subdivision:
3 2 5
Miscellaneous L.N. 163 of 2013 03/03/2014
Section: 98 Conditions of memorandum of association of existing company to be regarded as provisions of articles
L.N. 163 of 2013 03/03/2014
(1) A condition that immediately before the commencement date* of this Division was contained in the memorandum of association of an existing company and was in force is, for all purposes, to be regarded as a provision of the company’s articles.
(2) If a memorandum of association is registered on or after the commencement date* of this Division under the provisions having a continuing effect under Schedule 11, a condition contained in that memorandum is, for all purposes, to be regarded as a provision of the company’s articles registered under the predecessor Ordinance.
(3) If, before the commencement date* of this Division, a special resolution altering a condition of the memorandum of association of an existing company was passed under section 8(1) or 25A(1) of the predecessor Ordinance and the alteration takes effect on or after that date, then the altered condition is, for all purposes, to be regarded as a provision of the company’s articles registered under the predecessor Ordinance.
(4) Despite subsections (1), (2) and (3), if a condition mentioned in subsection (1) or (2), or an altered condition mentioned in subsection (3), states— (a) the amount of share capital with which the existing company proposes to be registered or is registered; or (b) the division of the share capital of the company into shares of a fixed amount, the condition is, to the extent that it relates to the matter mentioned in paragraph (a) or (b), for all purposes, to be regarded as deleted and not to be regarded as a provision of the company’s articles.
(5) In any Ordinance in force immediately before the commencement date* of this Division, or in any other document made before that date— (a) a reference to the memorandum of association of an existing company is a reference to the company’s
articles; and (b) a reference to a condition of the memorandum of association of an existing company is a reference to a
provision of the company’s articles. ___________________________________________________________________ Note:
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* Commencement date: 3 March 2014.
Section: 99 Articles of company limited by guarantee L.N. 163 of 2013 03/03/2014
(1) This section applies to— (a) a company limited by guarantee registered under a former Companies Ordinance on or after 1 January 1912
that does not have a share capital; and (b) a company registered as a company limited by guarantee under this Ordinance.
(2) A provision in the company’s articles, or in any resolution of the company, purporting to give a person a right to participate in the company’s divisible profits otherwise than as a member is void.
(3) For the purposes of a provision of this Ordinance relating to the articles of a company limited by guarantee, a provision in the company’s articles, or in any resolution of the company, purporting to divide the company’s undertaking into shares or interests, is to be regarded as a provision for a share capital.
Part: Division:
3 3
Company Name L.N. 163 of 2013 03/03/2014
Part: Division: Subdivision:
3 3 1
Restriction on Company Name L.N. 163 of 2013 03/03/2014
Section: 100 Company must not be registered by certain names L.N. 163 of 2013 03/03/2014
(1) A company must not be registered by— (a) a name that is the same as a name appearing in the Index of Company Names; (b) a name that is the same as a name of a body corporate incorporated or established under an Ordinance; (c) a name the use of which by the company would, in the Registrar’s opinion, constitute a criminal offence;
or (d) a name that, in the Registrar’s opinion, is offensive or otherwise contrary to the public interest.
(2) Except with the Registrar’s prior approval, a company must not be registered by— (a) a name that, in the Registrar’s opinion, would be likely to give the impression that the company is
connected in any way with— (i) the Central People’s Government; (ii) the Government; or (iii) any department or agency of the Central People’s Government or the Government;
(b) a name that contains any word or expression for the time being specified in an order under section 101; or (c) a name that is the same as a name for which a direction has been given under—
(i) section 108, 109 or 771; or (ii) section 22 or 22A of the predecessor Ordinance on or after 10 December 2010.
Section: 101 Financial Secretary may specify word or expression for section 100(2)(b)
L.N. 163 of 2013 03/03/2014
The Financial Secretary may, by order published in the Gazette, specify any word or expression for the purposes of section 100(2)(b).
Part: Division: Subdivision:
3 3 2
Limited Company Name with “Limited” as Last Word etc. L.N. 163 of 2013 03/03/2014
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Section: 102 Limited company must not be registered without “Limited” as last word of name etc.
L.N. 163 of 2013 03/03/2014
A limited company must not be registered by— (a) if the company has an English name only, a name without “Limited” as the last word of the name; (b) if the company has a Chinese name only, a name without “有限公司” as the last 4 characters of the
name; or (c) if the company has both an English name and a Chinese name—
(i) an English name without “Limited” as the last word of the name; and (ii) a Chinese name without “有限公司” as the last 4 characters of the name.
Section: 103 Registrar’s licence to dispense with “Limited” etc. L.N. 163 of 2013 03/03/2014
(1) The Registrar may exercise the power under subsection (2) in respect of an association intended to be formed as a limited company, if it is proved to the Registrar’s satisfaction that— (a) the company is to be formed for promoting commerce, art, science, religion or charity or any other useful
objects; (b) the association intends to apply the company’s profits or other income in promoting its objects; and (c) the association intends to prohibit the payment of dividends to the company’s members.
(2) The Registrar may, by licence, permit the association to be registered as a limited company by— (a) if the company has an English name only, a name without “Limited” as the last word of the name; (b) if the company has a Chinese name only, a name without “有限公司” as the last 4 characters of the
name; or (c) if the company has both an English name and a Chinese name—
(i) an English name without “Limited” as the last word of the name; and (ii) a Chinese name without “有限公司” as the last 4 characters of the name.
(3) The Registrar may exercise the power under subsection (4) in respect of a limited company, if it is proved to the Registrar’s satisfaction that— (a) the objects of the company are restricted to—
(i) promoting commerce, art, science, religion or charity or any other useful objects; and (ii) objects incidental or conducive to the objects mentioned in subparagraph (i);
(b) the company is required by its articles to apply its profits or other income in promoting its objects; and (c) the company is prohibited by its articles from paying dividends to its members.
(4) The Registrar may, by licence, permit the limited company to— (a) if the company has an English name only, change the name to delete from it the word “Limited”; (b) if the company has a Chinese name only, change the name to delete from it the characters “有限公司”;
or (c) if the company has both an English name and a Chinese name—
(i) change the English name to delete from it the word “Limited”; and (ii) change the Chinese name to delete from it the characters “有限公司”.
(5) A change of company name under a licence mentioned in subsection (4) may only be made by special resolution, and section 107(2), (3), (4), (5) and (6) applies to such a change as it applies to a change of company name under section 107.
(6) To avoid doubt, a company registered by a name under a licence granted under this section— (a) has the privileges of a limited company; and (b) subject to section 105(1), has the obligations of a limited company.
Section: 104 Terms and conditions of licence L.N. 163 of 2013 03/03/2014
(1) A licence under section 103 may be granted on any terms and conditions the Registrar thinks fit. (2) The terms and conditions—
Cap 622 - Companies Ordinance 39
(a) are binding on the company; and (b) are to be incorporated in the articles of the company if the Registrar so directs.
Section: 105 Effect of licence L.N. 163 of 2013 03/03/2014
(1) The company to which a licence under section 103 relates is exempt from— (a) section 102; (b) regulations made under section 659 in relation to the use of the word “Limited” as part of its English
name or use of the characters “有限公司” as part of its Chinese name; and (c) section 662 in relation to the delivery of particulars relating to members to the Registrar.
(2) While a licence under section 103 remains in force, the company must not alter its articles except under a direction given under this section or section 104(2)(b) or with the Registrar’s prior written approval.
(3) On granting an approval under subsection (2), the Registrar may vary the licence by making it subject to any terms and conditions he or she thinks fit, in addition to or in place of the terms or conditions to which the licence was subject immediately before the variation.
(4) The terms and conditions imposed under subsection (3)— (a) are binding on the company; and (b) are to be incorporated in the articles of the company if the Registrar so directs.
Section: 106 Revocation of licence L.N. 163 of 2013 03/03/2014
(1) The Registrar may at any time revoke a licence granted under section 103 on being satisfied that— (a) the company has failed to comply with any of the terms or conditions to which the licence is subject; or (b) any one or more of the requirements specified in section 103(1) or (3) (as the case may be) are no longer
met. (2) Before revoking a licence, the Registrar—
(a) must notify the company in writing of the Registrar’s intention to do so; and (b) must give the company an opportunity to be heard.
(3) If a licence is revoked, the Registrar must give the company a notice in writing of the revocation. (4) On the revocation of a licence, the company ceases to be entitled to the exemptions mentioned in section 105(1). (5) Within the period specified in the notice of revocation, the company must change its name by special resolution
to— (a) if the company has an English name only, add “Limited” as the last word of the name; (b) if the company has a Chinese name only, add “有限公司” as the last 4 characters of the name; and (c) if the company has both an English name and a Chinese name—
(i) add “Limited” as the last word of the English name; and (ii) add “有限公司” as the last 4 characters of the Chinese name.
(6) Section 107(2), (3), (4), (5) and (6) applies to a change of company name under subsection (5) as it applies to a change of company name under section 107.
(7) If the company fails to comply with subsection (5), the Registrar must in the Companies Register— (a) if the company has an English name only, add “Limited” as the last word of the name; (b) if the company has a Chinese name only, add “有限公司” as the last 4 characters of the name; and (c) if the company has both an English name and a Chinese name—
(i) add “Limited” as the last word of the English name; and (ii) add “有限公司” as the last 4 characters of the Chinese name.
Part: Division: Subdivision:
3 3 3
Change of Company Name L.N. 163 of 2013 03/03/2014
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Section: 107 Company may change name by special resolution L.N. 163 of 2013 03/03/2014
(1) A company may change a company name by special resolution. (2) Within 15 days after the date of passing the special resolution, the company must deliver to the Registrar for
registration a notice in the specified form of the change of company name. (3) After receipt of a notice under subsection (2), the Registrar must, unless the new name is a name by which the
company must not be registered under section 100— (a) enter the new name in the Companies Register in place of the former name; and (b) issue to the company a certificate of change of name.
(4) The change of the 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 a company contravenes subsection (2), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.
Section: 108 Registrar may direct company to change same or similar name etc.
L.N. 163 of 2013 03/03/2014
(1) The Registrar may by notice in writing direct a company to change, within the period specified in the notice, a name by which the company is registered under this Ordinance or the predecessor Ordinance if— (a) the name is, as at the time of the registration, 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;
(b) the name is, as at the time of the registration, the same as or in the Registrar’s opinion too like a name of a body corporate incorporated or established under an Ordinance;
(c) it appears to the Registrar that misleading information has been given for the company’s registration by the name;
(d) it appears to the Registrar that any undertaking or assurance given for the registration by the name has not been fulfilled; or
(e) the name is a name by which, as at the time of the registration, the company must not be registered because of section 100(2)(a) or (b).
(2) The Registrar may by notice in writing direct a company to change, within the period specified in the notice, a name by which the company is registered under this Ordinance or any former Companies Ordinance if, after the company is registered by the name— (a) a court makes an order restraining the company from using the name or any part of the name; and (b) an office copy of the order, and a notice in the specified form, are delivered to the Registrar for registration
by a person in whose favour the order is made. (3) A direction may only be given—
(a) in the case of subsection (1)(a) or (b), within 12 months after the date of registration by the name; (b) in the case of subsection (1)(c) or (d), within 5 years after the date of registration by the name; and (c) in the case of subsection (1)(e), within 3 months after the date of registration by the name.
(4) The Registrar may, before the end of the period specified in a notice given under subsection (1) or (2), by notice in writing extend the period.
(5) If a company fails to comply with a direction within the period specified in the notice or, if the period is extended under subsection (4), within the extended period, 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: 109 Registrar may direct company to change misleading or offensive name etc.
L.N. 163 of 2013 03/03/2014
(1) The Registrar may by notice in writing direct a company to change a name by which the company is registered
Cap 622 - Companies Ordinance 41
under this Ordinance or any former Companies Ordinance if— (a) the Registrar is of the opinion that the name gives so misleading an indication of the nature of the
company’s activities as to be likely to cause harm to the public; or (b) the name is a name by which, as at the time of the registration, the company must not be registered because
of section 100(1)(c) or (d). (2) The company must comply with a direction within the period of 6 weeks after the date of the direction or, if the
period is extended under subsection (4), within the extended period. (3) A company may, within 3 weeks after the date of a direction, appeal to the Administrative Appeals Board
against the direction. (4) The Registrar may, before the end of the period of 6 weeks after the date of the direction, by notice in writing
extend the period. (5) If a company contravenes subsection (2), the company, and every responsible person of the company, commit an
offence, and each is liable to a fine at level 6 and, in the case of a continuing offence, to a further fine of $2000 for each day during which the offence continues.
Section: 110 Registrar may change company name in case of failure to comply with direction
L.N. 163 of 2013 03/03/2014
(1) This section applies if— (a) the Registrar directs a company to change a name under section 108(1) or (2) or 109(1) or, on or after 10
December 2010 under section 22 or 22A of the predecessor Ordinance; and (b) the company fails to comply with the direction—
(i) in the case of a direction under section 108(1) or (2), within the period specified in the notice or, if the period is extended under section 108(4), within the extended period;
(ii) in the case of a direction under section 109(1), within the relevant period specified in section 109(2); (iii) in the case of a direction under section 22(2), (3A), (3B) or (4) of the predecessor Ordinance, within
the period specified by the Registrar or, if the period is extended under section 22(5) of that Ordinance, within the extended period; or
(iv) in the case of a direction under section 22A(1) or (1A) of the predecessor Ordinance, within the period specified in section 22A(2) of that Ordinance or, if a period is specified by the court under section 22A(3) of that Ordinance for the direction, within the period specified by the court.
(2) Without limiting section 108(5) or 109(5), or section 22(6) or 22A(4) of the predecessor Ordinance (as the case may be), the Registrar may change the name to— (a) in the case of an English name, a name that consists of the words “Company Registration Number” as 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 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) an English name that consists of the words “Company Registration Number” as its prefix, followed by the registration number of the company as stated in the certificate of incorporation; and
(ii) a Chinese name that consists of the 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 by notice in writing notify the company of— (i) the fact that a name of the company has been changed; (ii) the new name; and (iii) the date on which the change takes effect under subsection (4); and
(b) must by notice in the Gazette notify that fact, the new name and that date. (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.
Cap 622 - Companies Ordinance 42
Part: Division: Subdivision:
3 3 4
Supplementary Provision L.N. 163 of 2013 03/03/2014
Section: 111 Determining whether name is same as or similar to another name
L.N. 163 of 2013 03/03/2014
(1) This section applies in determining— (a) whether a name is the same as another name for the purposes of section 100(1)(a) or (b) or (2)(c) or
108(1)(a) or (b); or (b) whether a name is too like another name for the purposes of section 108(1)(a) or (b).
(2) If the definite article is the first word of the name, the definite article must be disregarded. (3) If any of the words, expressions or characters specified in subsection (4), or an abbreviation of any of them,
appears at the end of the name, the word, expression, character or abbreviation must be disregarded. (4) The words, expressions or characters are—
(a) “company”; (b) “and company”; (c) “company limited”; (d) “and company limited”; (e) “limited”; (f) “unlimited”; (g) “public limited company”; (h) “公司”; (i) “有限公司”; (j) “無限公司”; (k) “公眾有限公司”.
(5) The following must be disregarded— (a) type or case of letters; (b) spaces between letters; (c) accent marks; (d) punctuation marks.
(6) The following expressions are to be regarded as the same— (a) “and” and “&”; (b) “Hong Kong”, “Hongkong” and “HK”; (c) “Far East” and “FE”.
(7) A Chinese character is to be regarded as the same as another Chinese character if the Registrar is satisfied, having regard to the usage of the 2 characters in Hong Kong, that the 2 characters can reasonably be used interchangeably.
Part: Division:
3 4
Membership L.N. 163 of 2013 03/03/2014
Section: 112 Members of company L.N. 163 of 2013 03/03/2014
(1) A founder member of a company is to be regarded as having agreed to become a member of the company. (2) On the registration of a company, a founder member of the company must be entered, as a member, in the
company’s register of members. (3) Any other person who agrees to become a member of a company and whose name is entered, as a member, in
the company’s register of members is a member of the company.
Cap 622 - Companies Ordinance 43
Section: 113 Members of holding company L.N. 163 of 2013 03/03/2014
(1) Subject to this section— (a) a body corporate cannot be a member of a company of which the body corporate is a subsidiary; and (b) any allotment or transfer of shares in a company to a body corporate that is a subsidiary of the company is
void. (2) Subsection (1) does not apply if—
(a) the body corporate is a member of the company as a personal representative; or (b) the body corporate is a member of the company as a trustee, and the holding company or any of its
subsidiaries is not beneficially interested under the trust. (3) For the purposes of subsection (2)(b), a company or subsidiary is not beneficially interested under a trust if it is
interested under the trust only by way of security for the purpose of a transaction entered into by it in the ordinary course of a business (including the lending of money).
(4) Subsection (1) does not prevent a body corporate that was, on 31 August 1984, already a member of a holding company of the body corporate from continuing to be such a member.
(5) Subsection (1) does not prevent a company that on the date it becomes a subsidiary of another company is a member of that other company from continuing to be such a member.
(6) Subsection (1) does not prevent a body corporate from becoming a member of a holding company of the body corporate, or prevent an allotment to a body corporate of shares in a holding company of the body corporate, by virtue of the exercise by the body corporate of any rights of conversion— (a) attached to any shares in the holding company held by the body corporate on 31 August 1984; or (b) under any debentures of the holding company held by the body corporate on 31 August 1984.
(7) If a body corporate is a member of a holding company of the body corporate, subsection (1) does not prevent the body corporate from accepting or holding further shares in the holding company if those shares are allotted to the body corporate as fully paid up as a consequence of a capitalization of reserves or profits by the holding company.
(8) If a company makes an offer of shares to its members, the company— (a) may sell, on behalf of any of its subsidiaries, any such shares that the subsidiary could, but for this section,
have taken by virtue of shares in the company that are already held by the subsidiary; and (b) may pay to the subsidiary the proceeds of the sale.
(9) Even though a body corporate is a member of a holding company of the body corporate, it has no right to vote at — (a) meetings of the holding company; or (b) meetings of any class of members of the holding company.
(10) Subsection (9) does not apply if the body corporate is such a member in the circumstances described in subsection (2).
(11) In this section, a reference to a body corporate includes a nominee for the body corporate. (12) In this section, a reference to shares, in relation to a holding company that is a company limited by guarantee or
an unlimited company, includes the interest of the company’s members, whatever the form of the interest and whether or not the company has a share capital.
Section: 114 Notifying Registrar of increase in number of members of company limited by guarantee
L.N. 163 of 2013 03/03/2014
(1) If a company limited by guarantee increases the number of its members beyond the registered number, the company must, within 15 days after the increase is resolved by the company or takes place (whichever is the earlier), deliver to the Registrar for registration a notice of the increase in the specified form.
(2) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.
(3) In this section— registered number(註冊人數) means— (a) the number of members with which the company proposes to register, whether contained in the incorporation
Cap 622 - Companies Ordinance 44
form for the purposes of section 1(e) of Schedule 2 or stated in the articles under section 10(2) of the predecessor Ordinance; or
(b) the increased number of the company’s members last notified to the Registrar under subsection (1).
Part: Division:
3 5
Capacity and Powers of Company L.N. 163 of 2013 03/03/2014
Section: 115 Company’s capacity etc. L.N. 163 of 2013 03/03/2014
(1) A company has the capacity, rights, powers and privileges of a natural person of full age. (2) Without limiting subsection (1), a company—
(a) may do any act that it is permitted or required to do by its articles or any Ordinance or rule of law; and (b) has power to acquire, hold and dispose of land.
(3) In this section— land(土地) includes any estate or interest in land, buildings, messuages and tenements of any nature or kind.
Section: 116 Company’s exercise of powers limited by articles L.N. 163 of 2013 03/03/2014
(1) If the objects of a company are stated in its articles, the company must not do any act that it is not authorized to do by its articles.
(2) If any power of a company is expressly modified or excluded by its articles, the company must not exercise the power contrary to that modification or exclusion.
(3 A member of a company may bring proceedings to restrain the company from doing any act in contravention of subsection (1) or (2).
(4) Proceedings must not be brought under subsection (3) in respect of any act to be done in fulfilment of a legal obligation arising from a previous act of the company.
(5) An act by a company (including a transfer of property to or by the company) is not invalid only because the company does the act in contravention of subsection (1) or (2).
Section: 117 Transaction or act binds company despite limitation in articles etc.
L.N. 163 of 2013 03/03/2014
(1) Subject to section 119, in favour of a person dealing with a company in good faith, the power of the company’s directors to bind the company, or authorize others to do so, is to be regarded as free of any limitation under any relevant document of the company.
(2) For the purposes of subsection (1)— (a) a person deals with a company if the person is a party to any transaction or any other act to which the
company is a party; (b) a person dealing with a company is presumed, unless the contrary is proved, to have acted in good faith; (c) a person dealing with a company is not to be regarded as acting in bad faith by reason only of the person’s
knowing that an act is beyond the directors’ powers under any relevant document of the company; and (d) a person dealing with a company is not required to inquire as to the limitations on the power of the
company’s directors to bind the company or authorize others to do so. (3) This section does not affect any right of a member of the company to bring proceedings to restrain the doing of
an act that is beyond the directors’ powers. (4) Proceedings must not be brought under subsection (3) in respect of any act to be done in fulfilment of a legal
obligation arising from a previous act of the company. (5) This section does not affect any liability incurred by the directors, or any other person, by reason of the
directors’ exceeding their powers. (6) In this section— relevant document(有關文件), in relation to a company, means—
(a) the company’s articles;
Cap 622 - Companies Ordinance 45
(b) any resolutions of the company or of any class of members of the company; or (c) any agreements between the members, or members of any class of members, of the company.
Section: 118 Transaction or act involving directors or their associates is voidable
L.N. 163 of 2013 03/03/2014
(1) This section applies if— (a) a company enters into a transaction; and (b) the transaction binds the company because the power of the directors to bind the company, or authorize
others to do so, is to be regarded under section 117 as free of any limitation under any relevant document of the company.
(2) The transaction is voidable at the instance of the company if the parties to the transaction include— (a) a director of the company or of a holding company of the company; or (b) an entity connected with such a director.
(3) The transaction ceases to be voidable if— (a) restitution of any money or other asset that was the subject matter of the transaction is no longer possible; (b) the company is indemnified for any loss or damage resulting from the transaction; (c) a person who is not a party to the transaction has acquired rights in good faith and for value, and without
actual notice of the directors’ exceeding their powers, and those rights would be affected by the avoidance of the transaction; or
(d) the transaction is affirmed by the company. (4) Whether or not the transaction is avoided under subsection (2), any party to the transaction falling within
subsection (2)(a) or (b) is liable, and any director of the company who has authorized the transaction is liable, to — (a) account to the company for any gain that the party or director has directly or indirectly made from the
transaction; and (b) indemnify the company against any loss or damage resulting from the transaction.
(5) A person who is not a director of the company is not liable under subsection (4) if the person shows that, at the time of the transaction, the person did not know that the directors were exceeding their powers.
(6) Subject to subsection (7), this section does not affect the rights of any party to the transaction not falling within subsection (2)(a) or (b).
(7) The Court may, on application by the company or a party covered by subsection (6), affirm, sever or set aside the transaction on any terms it thinks just.
(8) This section does not exclude the operation of any other Ordinance or rule of law by which the transaction may be called in question or any liability to the company may arise.
(9) In subsection (2)(b), the reference to an entity connected with a director has the meaning given by section 486. (10) In this section— transaction(交易) includes any act.
Section: 119 Section 117 not to apply to certain cases L.N. 163 of 2013 03/03/2014
(1) Section 117 does not apply to any act of an exempted company except in favour of a person who— (a) does not know at the time of the act that the company is an exempted company; or (b) gives full consideration for the act and does not know—
(i) that the act is not permitted by any relevant document of the company; or (ii) that the act is beyond the powers of the directors.
(2) If an exempted company purports to transfer or grant an interest in property, the fact that— (a) the act was not permitted by any relevant document of the company; or (b) the directors exceeded any limitation on their powers under any relevant document of the company, does not affect the title of a person who subsequently acquires the property or any interest in it for full consideration without actual notice of any of the circumstances set out in paragraph (a) or (b).
(3) In any civil proceedings arising out of subsection (1) or (2), the burden of proving that— (a) a person knew that the company was an exempted company;
Cap 622 - Companies Ordinance 46
(b) a person knew that the act was not permitted by any relevant document of the company; or (c) a person knew that the act was beyond the powers of the directors, lies on the person who asserts that fact.
(4) In this section— exempted company(獲豁免公司) means a company—
(a) to which a licence under section 103 relates; and (b) that is exempt from tax under section 88 of the Inland Revenue Ordinance (Cap 112);
relevant document(有關文件), in relation to a company, means— (a) the company’s articles; (b) any resolutions of the company or of any class of members of the company; or (c) any agreements between the members, or members of any class of members, of the company.
Section: 120 No constructive notice of matters disclosed in articles etc. L.N. 163 of 2013 03/03/2014
A person is not to be regarded as having notice of any matter merely because the matter is disclosed in— (a) the articles of a company kept by the Registrar; or (b) a return or resolution kept by the Registrar.
Part: Division:
3 6
Contracts of Company L.N. 163 of 2013 03/03/2014
Section: 121 Contracts made by or on behalf of company L.N. 163 of 2013 03/03/2014
(1) This section applies to— (a) a contract that would be required by law to be in writing and under seal if made between natural persons; (b) a contract that would be required by law to be in writing, and to be signed by the parties to the contract, if
made between natural persons; and (c) a contract that, though made orally and not in writing, would by law be valid if made between natural
persons. (2) A contract specified in subsection (1)(a) may be made by a company—
(a) in writing under the company’s common seal (if any); or (b) in writing executed in accordance with section 127(3) and expressed (in whatever words) to be executed by
the company. (3) A contract specified in subsection (1)(b) may be made on behalf of a company in writing signed by any person
acting with the company’s authority (whether express or implied). (4) A contract specified in subsection (1)(c) may be made on behalf of a company orally by any person acting with
the company’s authority (whether express or implied). (5) A contract made in accordance with this section—
(a) is effective in law; and (b) binds the company and its successors and all other parties to the contract.
(6) A contract made in accordance with this section may be varied or discharged in the same manner in which it is authorized by this section to be made.
Section: 122 Contracts made before company’s incorporation L.N. 163 of 2013 03/03/2014
(1) This section applies if a contract purports to have been made in the name or on behalf of a company before the company was incorporated.
(2) Subject to any express agreement to the contrary— (a) the contract has effect as a contract entered into by the person purporting to act for the company or as an
agent for the company; and (b) the person is personally liable on the contract and is entitled to enforce the contract.
(3) After incorporation, the company may ratify the contract to the same extent as if—
Cap 622 - Companies Ordinance 47
(a) the company had already been incorporated when the contract was entered into; and (b) the contract had been entered into on the company’s behalf by an agent acting without the company’s
authority. (4) Despite subsection (2)(b), if the contract is ratified by the company, then on and after the ratification, the
liability of the person mentioned in that subsection is not greater than the liability that the person would have incurred if the person had entered into the contract after the company’s incorporation as an agent acting without the company’s authority.
Section: 123 Bills of exchange and promissory notes L.N. 163 of 2013 03/03/2014
If a bill of exchange or promissory note is made, accepted or endorsed in the name of, or by or on behalf or on account of, a company by a person acting with the company’s authority, the bill or note is to be regarded as having been made, accepted or endorsed on the company’s behalf.
Part: Division:
3 7
Execution of Documents L.N. 163 of 2013 03/03/2014
Part: Division: Subdivision:
3 7 1
Company Seal L.N. 163 of 2013 03/03/2014
Section: 124 Company may have common seal etc. L.N. 163 of 2013 03/03/2014
(1) A company may have a common seal. (2) A company’s common seal must be a metallic seal having the company’s name engraved on it in legible
form. (3) If subsection (2) is contravened, the company, and every responsible person of the company, commit an offence,
and each is liable to a fine at level 3. (4) If an officer of a company or a person on behalf of a company uses, or authorizes the use of, a seal that purports
to be the company’s common seal and that contravenes subsection (2), the officer or person commits an offence and is liable to a fine at level 3.
Section: 125 Official seal for use abroad L.N. 163 of 2013 03/03/2014
(1) A company with a common seal may have an official seal for use outside Hong Kong. (2) Such an official seal must be a replica of the company’s common seal, but have engraved on it in legible form
the name of every place where it is to be used. (3) A company with an official seal for use in a place may, by writing under its common seal, authorize any person
appointed for the purpose to affix, in that place, the official seal to any deed or any other document to which the company is a party.
(4) As between a company and any person dealing with an executing agent of the company, the authority of the agent continues— (a) if the authorization mentions a period during which the authority is to continue, until the end of the period;
or (b) if the authorization does not mention such a period, until a notice of revocation or termination of the
agent’s authority has been given to the person. (5) The person affixing an official seal must, on the deed or other document to which the seal is affixed, certify in
writing the date on which, and the place at which, the seal is so affixed. (6) A deed or other document to which an official seal is affixed binds the company as if it had been executed under
the company’s common seal. (7) In this section—
Cap 622 - Companies Ordinance 48
executing agent(簽立代理人), in relation to a company, means a person authorized by the company under subsection (3).
Section: 126 Official seal for sealing share certificates etc. L.N. 163 of 2013 03/03/2014
(1) A company with a common seal may have an official seal— (a) for sealing securities issued by the company; or (b) for sealing documents creating or evidencing securities issued by the company.
(2) Such an official seal must be a replica of the company’s common seal, but have engraved on it in legible form the word “securities” or the characters “證券” or both such word and characters.
(3) A company that was incorporated before 31 August 1984 and that has such an official seal may use the seal for sealing any securities or documents mentioned in subsection (1), despite anything in— (a) any instrument constituting or regulating the company; or (b) any instrument, made before that date, relating to securities or documents sealed with the seal.
Part: Division: Subdivision:
3 7 2
Execution Requirements L.N. 163 of 2013 03/03/2014
Section: 127 Execution of documents by company L.N. 163 of 2013 03/03/2014
(1) A company may execute a document under its common seal. (2) If a company executes a document under its common seal, the seal must be affixed in accordance with the
provisions of its articles. (3) A company may also execute a document—
(a) in the case of a company with only one director, by having it signed by the director on the company’s behalf; or
(b) in the case of a company with 2 or more directors, by having it signed on the company’s behalf by— (i) the 2 directors or any 2 of the directors; or (ii) any of the directors and the company secretary of the company.
(4) For the purposes of subsection (3), if a person is to sign a document on behalf of 2 or more companies, the person must sign the document separately in each capacity.
(5) A document signed in accordance with subsection (3) and expressed (in whatever words) to be executed by the company has effect as if the document had been executed under the company’s common seal.
(6) In favour of a person specified in subsection (7), a document is to be regarded as having been executed by a company if the document purports to have been signed in accordance with subsection (3).
(7) The person is a purchaser in good faith for valuable consideration and includes— (a) a lessee; (b) a mortgagee; or (c) any other person who for valuable consideration acquires the property.
(8) This section also applies to a document that is executed, or purports to be executed, by a company in the name of or on behalf of another person whether or not that other person is also a company.
Section: 128 Execution of deeds by company L.N. 163 of 2013 03/03/2014
(1) A company may execute a document as a deed by— (a) executing it in accordance with section 127; (b) having it expressed (in whatever words) to be executed by the company as a deed; and (c) delivering it as a deed.
(2) For the purposes of subsection (1)(c), a document is presumed, unless the contrary is proved, to be delivered as a deed on its being executed in accordance with section 127.
(3) If there is any conflict or inconsistency between this section and the provisions of any other Ordinance, this
Cap 622 - Companies Ordinance 49
section prevails over those provisions to the extent of the conflict or inconsistency.
Section: 129 Execution of deeds or other documents by attorney for company
L.N. 163 of 2013 03/03/2014
(1) A company may, either generally or in respect of any specific matter, by an instrument executed as a deed, empower any person as its attorney to execute a deed or any other document on its behalf in Hong Kong or elsewhere.
(2) A deed or any other document executed by an attorney on behalf of the company binds the company and has effect as if it were executed by the company.
(3) This section does not affect the operation of any other Ordinance as to the execution of powers of attorney.
Part: Division:
3 8
Re-registration of Unlimited Company as Company Limited by Shares
L.N. 163 of 2013 03/03/2014
Section: 130 Unlimited company may apply for re-registration as company limited by shares
L.N. 163 of 2013 03/03/2014
(1) A company registered as an unlimited company on or after 31 August 1984 may be re-registered as a company limited by shares if the company— (a) passes a special resolution specified in subsection (2); and (b) delivers to the Registrar for registration an application in accordance with section 131.
(2) The special resolution— (a) must resolve that the company is to be re-registered as a company limited by shares; (b) must state the manner in which the liability of the members is to be limited on the re-registration; (c) must provide for the alterations to the company’s articles that are necessary to bring the articles into
conformity with the requirements of this Ordinance in respect of the articles of a company to be formed under this Ordinance as a company limited by shares;
(d) must contain a statement specified in subsection (3); and (e) may state the maximum number of shares that the company may issue.
(3) The statement— (a) must state the total number of shares in the company issued before the re-registration, and the total number
of shares that the company proposes to issue on the re-registration; (b) must state the total amount of share capital subscribed by its members before the re-registration, and the
total amount of share capital to be subscribed by its members on the re-registration; (c) must state the amount to be paid up or to be regarded as paid up, and the amount to remain unpaid or to be
regarded as remaining unpaid, on the total number of shares issued before the re-registration, and on the total number of shares that the company proposes to issue on the re-registration;
(d) if the share capital is to be divided into different classes of shares on the re-registration, must also state the classes and, for each class— (i) the particulars specified in subsection (5); (ii) the total number of shares in that class issued before the re-registration, and the total number of shares
in that class that the company proposes to issue on the re-registration; (iii) the total amount of share capital in that class subscribed by its members before the re-registration, and
the total amount of share capital in that class to be subscribed by its members on the re-registration; and
(iv) the amount to be paid up or to be regarded as paid up, and the amount to remain unpaid or to be regarded as remaining unpaid, on the total number of shares in that class issued before the re- registration, and on the total number of shares in that class that the company proposes to issue on the re-registration; and
(e) must state, in respect of each member— (i) the number of shares that the company issued to the member before the re-registration, and the number
of shares that the company proposes to issue to the member on the re-registration; and
Cap 622 - Companies Ordinance 50
(ii) the total amount of share capital subscribed by the member before the re-registration, and the total amount of share capital to be subscribed by the member on the re-registration.
(4) If the shares proposed to be issued to a member on the re-registration belong to 2 or more classes, the information required under subsection (3)(e) must be stated in respect of each class.
(5) The particulars for the purposes of subsection (3)(d) are— (a) particulars of any voting rights attached to shares in the class, including rights that arise only in certain
circumstances; (b) particulars of any rights attached to shares in the class, as respects dividends, to participate in a distribution; (c) particulars of any rights attached to shares in the class, as respects capital, to participate in a distribution
(including on a winding up); and (d) whether or not shares in the class are redeemable shares.
Section: 131 Application for re-registration L.N. 163 of 2013 03/03/2014
(1) An application under section 130(1)— (a) must be in the specified form; and (b) must be accompanied by a copy of the company’s articles as proposed to be altered by the special
resolution. (2) Such an application may only be delivered to the Registrar on or after the date on which the Registrar receives a
copy of the special resolution delivered under section 622.
Section: 132 Issue of fresh certificate of incorporation L.N. 163 of 2013 03/03/2014
(1) On registering an application and a copy of the articles delivered under section 131(1), the Registrar must issue a fresh certificate of incorporation certifying that the company is a company limited by shares.
(2) The certificate must be signed by the Registrar. (3) On the issue of the certificate—
(a) the company becomes a company limited by shares; and (b) the alterations to the company’s articles as provided for in the special resolution for re-registration under
section 130(2)(c) take effect despite anything in this Ordinance. (4) A certificate of incorporation issued under subsection (1) is conclusive evidence that—
(a) all the requirements of this Ordinance in respect of re-registration of the company have been complied with; and
(b) the company is re-registered as a company limited by shares under this Ordinance.
Section: 133 Winding up of company re-registered as company limited by shares
L.N. 163 of 2013 03/03/2014
(1) This section applies if— (a) a company is re-registered as a company limited by shares under this Division or section 19 of the
predecessor Ordinance; and (b) the company is wound up.
(2) Despite section 170(1)(a) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32), a person who is not a member of the company but was a member at the time of the re-registration is liable to contribute to the assets of the company in respect of debts and liabilities of the company contracted before the re-registration if the winding up commences within 3 years beginning on the day of the re-registration.
(3) Despite section 170(1)(c) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32), a person who was a member or a past member of the company at the time of the re-registration is liable to contribute to the assets of the company in respect of debts and liabilities of the company contracted before the re-registration if every person who was a member of the company at that time is no longer a member of the company.
(4) Subsection (3) applies even though the existing members of the company have satisfied the contribution required to be made by them under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32).
(5) Despite section 170(1)(d) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32),
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there is no limit on the amount that a person is liable to contribute under subsection (2) or (3).
Part: 4 Share Capital L.N. 163 of 2013 03/03/2014
(*Format changes—E.R. 1 of 2013) ____________________________________________________________________________ Note: * The format of Part 4 has been updated to the current legislative styles.
Part: Division:
4 1
Nature of Shares L.N. 163 of 2013 03/03/2014
Section: 134 Nature and transferability of shares L.N. 163 of 2013 03/03/2014
(1) A share or other interest of a member in a company is personal property. (2) A share or other interest of a member in a company is transferable in accordance with the company’s articles.
Section: 135 No nominal value L.N. 163 of 2013 03/03/2014
(1) Shares in a company have no nominal value. (2) This section applies to shares issued before the commencement date* of this section as well as shares issued on
or after that date. Note— Division 2 of Part 4 of Schedule 11 contains transitional provisions relating to the abolition of nominal value.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 136 Numbering of shares L.N. 163 of 2013 03/03/2014
(1) Each share in a company must be distinguished by an appropriate number, except as provided by subsection (2) or (3).
(2) If, at any time— (a) all the issued shares in a company are fully paid up and rank equally for all purposes; or (b) all the issued shares of a particular class in a company are fully paid up and rank equally for all purposes, none of those shares is required to have a distinguishing number as long as it remains fully paid up and ranks equally for all purposes with all shares of the same class for the time being issued and fully paid up.
(3) If new shares are issued by a company on the terms that, within a period not exceeding 12 months, they will rank equally for all purposes with all the existing shares, or with all the existing shares of a particular class, in the company, neither the new shares nor the corresponding existing shares are required to have distinguishing numbers as long as all of them are fully paid up and rank equally for all purposes.
(4) If subsection (3) applies and the shares are not numbered, any share certificates for the new shares must be appropriately worded or enfaced.
Section: 137 Share certificate to be proof of title in the absence of contrary evidence
L.N. 163 of 2013 03/03/2014
In the absence of evidence to the contrary, a certificate issued by a company specifying any shares held by a member in the company is proof of the member’s title to the shares.
Section: 138 Repeal of power to issue stock L.N. 163 of 2013 03/03/2014
A company does not have power to convert its shares into stock.
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Note— Sections 174 and 175 contain provisions relating to the reconversion of stock into shares.
Section: 139 Repeal of power to issue share warrants L.N. 163 of 2013 03/03/2014
(1) A company does not have power to issue a share warrant. (2) The bearer of a share warrant issued before the commencement date* of this section is entitled, on surrendering
it for cancellation, to have the bearer’s name entered in the register of members of the company. (3) If the company enters the bearer’s name in the register of its members without the share warrant being
surrendered and cancelled, the company is liable for any loss suffered by a person as a result of the bearer’s name being entered in the register.
(4) The company must enter the date of surrender of a share warrant in the register of its members. (5) If a company’s articles so provide, the bearer of a share warrant may be regarded as a member of the company,
either to the full extent or for any purposes specified in the articles. ___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Part: Division:
4 2
Allotment and Issue of Shares L.N. 163 of 2013 03/03/2014
Section: 140 Exercise by directors of power to allot shares or grant rights
L.N. 163 of 2013 03/03/2014
(1) Except in accordance with section 141, the directors of a company must not exercise any power— (a) to allot shares in the company; or (b) to grant rights to subscribe for, or to convert any security into, shares in the company.
(2) Subsection (1) does not apply to— (a) an allotment of shares, or grant of rights, under an offer made to the members of the company in proportion
to their shareholdings; (b) an allotment of shares, or grant of rights, on a bonus issue of shares to the members of the company in
proportion to their shareholdings; (c) an allotment to a founder member of a company of shares that the member, by signing the company’s
articles, has agreed to take; or (d) an allotment of shares made in accordance with a grant of a right to subscribe for, or to convert any security
into, shares if the right was granted in accordance with an approval under section 141. (3) For the purposes of subsection (2)(a), the offer is not required to be made to any member whose address is in a
place where the offer is not permitted under the law of that place. (4) A director commits an offence if the director knowingly contravenes, or authorizes or permits a contravention of,
this section. (5) A director who commits an offence under subsection (4) is liable to a fine at level 5 and to imprisonment for 6
months. (6) Nothing in this section or section 141 affects the validity of an allotment or other transaction.
Section: 141 Allotment of shares or grant of rights with company approval
L.N. 163 of 2013 03/03/2014
(1) The directors of a company may exercise a power— (a) to allot shares in the company; or (b) to grant rights to subscribe for, or to convert any security into, shares in the company, if the company gives approval in advance by resolution of the company.
(2) Approval may be given for a particular exercise of the power or for its exercise generally, and may be unconditional or subject to conditions.
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(3) Subject to subsections (4) and (5), an approval expires— (a) if the company is required to hold an annual general meeting, on the earlier of—
(i) the conclusion of the annual general meeting held next after the approval was given; (ii) the expiry of the period within which the next annual general meeting after the approval was given is
required to be held; (b) if the company is not required to hold an annual general meeting because of section 612(1), on the date on
which the requirements of that section are satisfied; or (c) if the company is not required to hold an annual general meeting for any other reason, on the date specified
in the approval, which must not be more than 12 months after the approval was given. (4) An approval may be revoked or varied at any time by resolution of the company. (5) The directors may allot shares or grant rights after an approval has expired if—
(a) the shares are allotted, or the rights are granted, under an offer, agreement or option made or granted by the company before the approval expired; and
(b) the approval allowed the company to make or grant an offer, agreement or option that would or might require shares to be allotted, or rights to be granted, after the approval had expired.
Section: 142 Return of allotment L.N. 163 of 2013 03/03/2014
(1) Within one month after an allotment of shares, a limited company must deliver to the Registrar for registration a return of the allotment that complies with subsection (2).
(2) A return— (a) must be in the specified form; (b) must include a statement of capital as at the date of the allotment that complies with section 201; (c) must state—
(i) the number of shares allotted; (ii) the name and address of each allottee; and (iii) if the company’s issued share capital is increased as a result of the allotment, the amount of the
increase; (d) for any shares allotted for consideration (whether wholly or partly cash consideration or non-cash
consideration)— (i) must state the amount paid or regarded as paid on each share and the amount (if any) remaining unpaid
or regarded as remaining unpaid on each share; (ii) in the case of an allotment wholly or partly for non-cash consideration under an arrangement made
under Division 2 of Part 13, must contain particulars of the order of the Court sanctioning the arrangement; and
(iii) in any other case of an allotment wholly or partly for non-cash consideration, must contain particulars of the contract for sale, or for services or other consideration in respect of which the shares were allotted; and
(e) for any shares allotted credited as fully paid up (whether on or without a capitalization)— (i) must state the amount regarded as paid on each share; and (ii) must contain particulars of the resolution authorizing the capitalization or allotment.
(3) If a limited company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
(4) If a limited company fails to deliver a return that complies with subsection (2) within one month after an allotment of shares, the Court may, on application by the company or a responsible person of the company, extend the period for delivery of the return by a period determined by the Court.
(5) The Court may extend a period under subsection (4) only if it is satisfied— (a) that failure to deliver the return was accidental or due to inadvertence; or (b) that it is just and equitable to extend the period.
(6) If the Court extends the period for delivery of a return, any liability already incurred by the company or a responsible person of the company for an offence under subsection (3) is extinguished and subsection (1) has effect as if the reference to one month were a reference to the extended period.
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Section: 143 Registration of allotment L.N. 163 of 2013 03/03/2014
(1) A company must register an allotment of shares as soon as practicable and in any event within 2 months after the date of the allotment, by entering in the register of its members the information referred to in section 627(2) and (3).
(2) If a company fails to register an allotment of shares within 2 months after the date of the allotment, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Section: 144 Issue of share certificate on allotment L.N. 163 of 2013 03/03/2014
(1) Within 2 months after an allotment of shares, a company must complete the certificates for the shares and have the certificates ready for delivery.
(2) Subsection (1) does not apply if the conditions of issue of the shares provide otherwise. (3) If a company contravenes this section, the company, and every responsible person of the company, commit an
offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Section: 145 Order of Court for delivery of share certificate L.N. 163 of 2013 03/03/2014
(1) If a company contravenes section 144 in relation to an allotment of shares, a person entitled to the certificates for the shares may serve a notice on the company requiring it to deliver the certificates to the person within 10 days.
(2) If a company on which a notice has been served under subsection (1) does not deliver the certificates within 10 days after service of the notice, the person may apply to the Court for an order under subsection (3).
(3) On an application under subsection (2), the Court may make an order directing the company and any officer of the company to deliver the certificates to the person within the period specified in the order.
(4) The order may provide that all costs of and incidental to the application are to be borne by the company or by an officer of the company responsible for the contravention.
Section: 146 Validation by Court of issue or allotment L.N. 163 of 2013 03/03/2014
(1) This section applies if a company purports to issue or allot shares and— (a) the issue or allotment is or may be invalid for any reason; or (b) the terms of the issue or allotment are inconsistent with or not authorized by—
(i) this Ordinance or any other Ordinance; or (ii) the company’s articles.
(2) The company, a creditor of the company or a holder or mortgagee of any of the shares may apply to the Court for an order validating, or confirming the terms of, the issue or allotment.
(3) The Court may make an order under subsection (2) if the Court is satisfied that it is just and equitable to do so. (4) On delivery of an office copy of the order to the Registrar, the order has effect from the time of the purported
issue or allotment.
Part: Division:
4 3
Commissions and Expenses L.N. 163 of 2013 03/03/2014
Section: 147 General prohibition of commissions, discounts and allowances
L.N. 163 of 2013 03/03/2014
(1) Except as permitted by section 148, a company must not apply any of its shares or share capital, either directly or indirectly, in payment of any commission, discount or allowance to a person in consideration of the person— (a) subscribing or agreeing to subscribe (whether absolutely or conditionally) for shares in the company; or (b) procuring or agreeing to procure subscriptions (whether absolute or conditional) for shares in the company.
(2) It is immaterial how the shares or share capital are applied, whether by being added to the purchase money of
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property acquired by the company or to the contract price of work to be executed for the company, or being paid out of the nominal purchase money or contract price, or otherwise.
(3) Nothing in this section affects the payment of brokerage by a company.
Section: 148 Permitted commissions L.N. 163 of 2013 03/03/2014
(1) If the conditions in subsection (2) are satisfied, a company may pay a commission to a person in consideration of the person— (a) subscribing or agreeing to subscribe (whether absolutely or conditionally) for shares in the company; or (b) procuring or agreeing to procure subscriptions (whether absolute or conditional) for shares in the company.
(2) The conditions are that— (a) the payment of the commission is authorized by the company’s articles; (b) the commission paid or agreed to be paid does not exceed the lesser of—
(i) 10% of the price at which the shares are issued; (ii) the amount or rate authorized by the articles; and
(c) if the shares are not offered to the public for subscription, the company, before making the payment— (i) delivers to the Registrar for registration a notice in the specified form disclosing the amount or rate of
the commission and the number of shares (if any) that persons have agreed for a commission to subscribe for absolutely; and
(ii) discloses the amount or rate of the commission and the number of shares (if any) that persons have agreed for a commission to subscribe for absolutely in any circular or notice issued by the company inviting subscriptions for the shares.
(3) A vendor to, promoter of, or other person who receives payment in money or shares from, a company may apply any part of the money or shares so received in payment of any commission the payment of which directly by the company would be permitted by this section.
(4) If a company contravenes the condition referred to in subsection (2)(c)(i), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4.
Section: 149 Capital may be applied in writing off certain expenses and commission
L.N. 163 of 2013 03/03/2014
A company may apply its share capital in writing off— (a) the preliminary expenses of the company; (b) any commission paid under section 148 or under section 46 of the predecessor Ordinance; or (c) any other expenses of any issue of shares in the company.
Part: Division:
4 4
Transfer and Transmission of Shares L.N. 163 of 2013 03/03/2014
Part: Division: Subdivision:
4 4 1
Transfer of Shares L.N. 163 of 2013 03/03/2014
Section: 150 Requirement for instrument of transfer L.N. 163 of 2013 03/03/2014
(1) A company must not register a transfer of shares in the company unless a proper instrument of transfer has been delivered to the company.
(2) Subsection (1) does not affect any power of a company to register as a member a person to whom the right to shares has been transmitted by operation of law.
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Section: 151 Registration of transfer or refusal of registration L.N. 163 of 2013 03/03/2014
(1) The transferee or transferor of shares in a company may lodge the transfer with the company. (2) Within 2 months after the transfer is lodged, the company must either—
(a) register the transfer; or (b) send the transferee and the transferor notice of refusal to register the transfer.
(3) If a company refuses registration, the transferee or transferor may request a statement of the reasons for the refusal.
(4) If a request is made under subsection (3), the company must, within 28 days after receiving the request— (a) send the person who made the request a statement of the reasons; or (b) register the transfer.
(5) If a company contravenes subsection (2) or (4), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Section: 152 Order of Court for registration L.N. 163 of 2013 03/03/2014
(1) If a company refuses to register a transfer, the transferee or the transferor may apply to the Court for an order under this section.
(2) On an application under subsection (1), the Court may order the company to register the transfer, if the Court is satisfied that the application is well-founded.
Section: 153 Transfer by personal representative L.N. 163 of 2013 03/03/2014
A transfer of a share or other interest of a deceased member of a company by his or her personal representative is as valid as if the personal representative had been the registered holder of that share or interest at the time of execution of the instrument of transfer.
Section: 154 Certification of transfer L.N. 163 of 2013 03/03/2014
(1) The certification by a company of an instrument of transfer of shares in the company— (a) is a representation by the company to any person acting on the faith of the certification that documents have
been produced to the company that evidence title to the shares in the transferor named in the instrument; and
(b) is not a representation that the transferor has any title to the shares. (2) If a person acts on the faith of a false certification by a company made negligently, the company is under the
same liability to the person as if the certification had been made fraudulently. (3) For the purposes of this section, an instrument of transfer is certified by a company if it bears—
(a) the words “certificate lodged”, or words to the same effect, in English or Chinese; and (b) under or adjacent to those words, the signature or initials of a person having the actual or apparent authority
to certify transfers on behalf of the company. (4) Unless the contrary is proved, a signature or initials appearing on an instrument of transfer as referred to in
subsection (3)(b) must be regarded— (a) as the signature or initials of the person whose signature or initials they purport to be; and (b) as having been placed on the instrument by that person or by another person who has the actual or apparent
authority to use the signature or initials for the purpose of certifying transfers on behalf of the company.
Section: 155 Issue of share certificate on transfer L.N. 163 of 2013 03/03/2014
(1) Within the period specified in subsection (2), a company must complete the certificates for any of its shares that are transferred and have the certificates ready for delivery.
(2) The period is— (a) for a private company, 2 months after the day on which the transfer is lodged with the company;
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(b) for any other company, 10 business days after the day on which the transfer is lodged with the company. (3) Subsection (1) does not apply to a transfer if—
(a) the conditions of issue of the shares provide otherwise; (b) stamp duty has not been paid in respect of the transfer; (c) the transfer is invalid; or (d) the company, being entitled to do so, refuses to register the transfer.
(4) If a company contravenes this section, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
(5) In this section— business day(營業日) means a day on which a recognized stock market is open for the business of dealing in
securities.
Section: 156 Order of Court for delivery of share certificate L.N. 163 of 2013 03/03/2014
(1) If a company contravenes section 155 in relation to a transfer of shares, a person entitled to the certificates for the shares may serve a notice on the company requiring it to deliver the certificates to the person within 10 days.
(2) If a company on which a notice has been served under subsection (1) does not deliver the certificates within 10 days after service of the notice, the person may apply to the Court for an order under subsection (3).
(3) On an application under subsection (2), the Court may make an order directing the company and any officer of the company to deliver the certificates to the person within the period specified in the order.
(4) The order may provide that all costs of and incidental to the application are to be borne by the company or by an officer of the company responsible for the contravention.
Section: 157 Compensation regarding forged share transfers L.N. 163 of 2013 03/03/2014
(1) A company may— (a) pay compensation to a person for loss arising from a transfer of shares in the company under a forged
transfer or a transfer under a forged power of attorney; (b) provide, by insurance, reservation of capital or accumulation of income, a fund to meet claims for
compensation; (c) borrow on the security of its property for the purpose of paying compensation; and (d) impose any reasonable restrictions on the transfer of its shares or with respect to powers of attorney for the
transfer of its shares that the company considers necessary to guard against losses arising from forgery. (2) A company that pays compensation to a person under this section has the same rights and remedies against the
person liable for the loss as the person compensated would have had. (3) If the shares in a company have, by amalgamation or otherwise, become shares in another company, the other
company has the same powers under this section as the first company would have had if it had continued.
Part: Division: Subdivision:
4 4 2
Transmission of Shares by Operation of Law L.N. 163 of 2013 03/03/2014
Section: 158 Registration or refusal of registration L.N. 163 of 2013 03/03/2014
(1) This section applies if the right to shares is transmitted to a person by operation of law and the person notifies the company in writing that the person wishes to be registered as a member of the company in respect of the shares.
(2) Within 2 months after receiving the notification, the company must either— (a) register the person as a member of the company in respect of the shares; or (b) send the person notice of refusal of registration.
(3) If a company refuses registration, the person may request a statement of the reasons for the refusal. (4) If a person makes a request under subsection (3), the company must, within 28 days after receiving the request—
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(a) send the person a statement of the reasons; or (b) register the person as a member of the company in respect of the shares.
(5) If a company contravenes subsection (2) or (4), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Section: 159 Order of Court for registration L.N. 163 of 2013 03/03/2014
(1) If a company refuses registration under section 158, the person to whom the right to the shares was transmitted may apply to the Court for an order under this section.
(2) On an application under subsection (1), the Court may order the company to register the person as a member of the company in respect of the shares, if the Court is satisfied that the application is well-founded.
Section: 160 Pre-emption rights in relation to transmission by law L.N. 163 of 2013 03/03/2014
(1) This section applies if a company’s articles give a member or class of members of the company a right of pre- emption or right to purchase shares in the company on the occurrence of an event that constitutes a transmission of the right to the shares by operation of law.
(2) If this section applies, the registration as a member of the company of the person to whom the right to the shares is transmitted is subject to the right of pre-emption or right to purchase shares contained in the articles and that right may be enforced against the person.
Part: Division: Subdivision:
4 4 3
General L.N. 163 of 2013 03/03/2014
Section: 161 Evidence of grant of probate etc. L.N. 163 of 2013 03/03/2014
For the purposes of a transfer of shares or transmission of the right to shares, a company must accept as sufficient evidence of the grant of probate of the will or letters of administration of a deceased person the production to the company of a document that is by law sufficient evidence of that grant.
Part: Division:
4 5
Replacement of Listed Companies’ Lost Share Certificates L.N. 163 of 2013 03/03/2014
Section: 162 Interpretation L.N. 163 of 2013 03/03/2014
In this Division— eligible person (合資格人士) , in relation to shares in a listed company, means—
(a) a registered holder of the shares; or (b) a person who claims to be entitled to have the person’s name entered in the register of members of the
company in respect of the shares; genuine purchaser (真正購買者) , in relation to shares, means—
(a) a person (other than a person to whom a new certificate for the shares is issued under this Division) who purchases the shares in good faith for value and without notice of any defect in the title of the seller; or
(b) a person who becomes entitled to the shares at any time after the purchase of them by a person referred to in paragraph (a);
new certificate (新股份證明書) means a share certificate that replaces a share certificate that has been lost; original certificate (原有股份證明書) means a share certificate that has been lost; registered holder (登記持有人) , in relation to shares in a listed company, means a person whose name is entered in
the register of members of the company in respect of the shares;
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website (網站) , in relation to a company (other than a recognized exchange company), means the website on which the company is required, by the listing rules applicable to the recognized stock market concerned, to publish announcements, notices or other documents.
Section: 163 Application for new certificate L.N. 163 of 2013 03/03/2014
(1) If a share certificate for shares in a listed company has been lost, an eligible person may apply to the company for a new certificate.
(2) The application— (a) must be in the specified form; and (b) must be accompanied by a statutory declaration by the eligible person stating the following—
(i) that the original certificate has been lost; (ii) when the original certificate was last in the person’s possession and how the person ceased to have
possession of it; (iii) whether the person has executed any transfer in respect of the shares, in blank or otherwise; (iv) that no other person is entitled to have their name entered in the register of members of the company in
respect of the shares; and (v) any other matters that are necessary to verify the grounds on which the application is made.
Section: 164 Publication requirements L.N. 163 of 2013 03/03/2014
(1) A listed company that intends to issue a new certificate on an application under section 163 must publish a notice in the specified form in accordance with this section.
(2) The notice must be published— (a) on the company’s website; and (b) in the Gazette if—
(i) the eligible person making the application is not the registered holder of the shares or does not have the registered holder’s consent to make the application; or
(ii) the latest value of the shares exceeds $200000. (3) The notice must be published in the Gazette under subsection (2)(b) within one month after it is first published
on the company’s website under subsection (2)(a). (4) Before publishing a notice under this section, the company must—
(a) deliver a copy of the notice to the recognized exchange company that operates the stock market on which the shares concerned are listed; and
(b) obtain a certificate from an authorized officer of that exchange company that the copy is being exhibited in accordance with subsection (5).
(5) A recognized exchange company must exhibit a copy of a notice received under subsection (4)(a) in a conspicuous place on the premises on which the stock market operates or make the notice available on its official website for a period of at least— (a) one month, for a notice that is not required to be published under subsection (2)(b); or (b) 3 months, for a notice that is required to be published under subsection (2)(b).
(6) For the purposes of subsection (5), a failure to make a copy of a notice available on an exchange company’s official website throughout a period mentioned in that subsection is to be disregarded if— (a) the notice is made available on the website for part of that period; and (b) the failure is wholly attributable to circumstances that it would not be reasonable to have expected that
exchange company to prevent or avoid. (7) If the application was made by an eligible person who is not the registered holder of the shares and does not
have the registered holder’s consent to make the application, the listed company— (a) must serve a copy of the notice under this section on the registered holder by sending it by registered post to
the registered holder’s last address appearing in the register of members of the company; and (b) must not publish the notice under this section until at least 3 months after the day on which the copy was
served. (8) In this section—
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latest value(最新價值) of shares means the value of the shares calculated at the last recorded price paid for shares of the same class in the company at the recognized stock market prior to the making of the application for the new certificate.
Section: 165 Issue of new certificate L.N. 163 of 2013 03/03/2014
(1) A listed company may issue a new certificate on an application under section 163 if— (a) the company has published a notice under section 164 and—
(i) if the notice is published under section 164(2)(a), the notice has been made available on the company’s website throughout a period of at least one month; or
(ii) if the notice is published under section 164(2)(b), the notice has been made available on the company’s website throughout a period of at least 3 months and published in the Gazette in accordance with section 164(3);
(b) the company has not received notice of any other claim in respect of the shares; and (c) in the case of an application by an eligible person who is not the registered holder of the shares—
(i) an instrument of transfer in respect of the shares has been delivered to the company under section 150; or
(ii) if the application was made without the registered holder’s consent, the company has caused an instrument of transfer to be executed on behalf of the registered holder by a person appointed by the company and executed by the applicant on the applicant’s own behalf.
(2) An instrument of transfer referred to in subsection (1)(c)(ii) is to be regarded as an instrument of transfer duly delivered to the company under section 150.
(3) A listed company that issues a new certificate must without delay— (a) cancel the original certificate; and (b) record the issue of the new certificate and cancellation of the original certificate in the register of its
members. (4) For the purposes of subsection (1)(a), a failure to make a notice available on a company’s website throughout a
period mentioned in that subsection is to be disregarded if— (a) the notice is made available on the website for part of that period; and (b) the failure is wholly attributable to circumstances that it would not be reasonable to have expected the
company to prevent or avoid.
Section: 166 Public notice of issue of new certificate L.N. 163 of 2013 03/03/2014
(1) A listed company that issues a new certificate must— (a) publish a notice in the specified form in accordance with this section; and (b) deliver a copy of the notice to the recognized exchange company that operates the stock market on which
the shares concerned are listed within 14 days after the date of issue. (2) The notice must be published by making it available on the listed company’s website throughout a period of at
least 7 days beginning on a date falling within 14 days after the date of issue. (3) If the listed company was required by section 164(2)(b) to publish a notice in the Gazette of its intention to issue
the new certificate, the notice under this section must also be published in the Gazette within 14 days after the date of issue.
(4) For the purposes of subsection (2), a failure to make a notice available on a listed company’s website throughout a period mentioned in that subsection is to be disregarded if— (a) the notice is made available on the website for part of that period; and (b) the failure is wholly attributable to circumstances that it would not be reasonable to have expected the
company to prevent or avoid. (5) If a listed company contravenes this section, 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.
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Section: 167 Orders of Court for rectification of the register L.N. 163 of 2013 03/03/2014
(1) Subject to this section, if a listed company issues a new certificate in respect of shares, nothing in this Division affects the power of the Court to make an order under section 633 in favour of a person claiming to be entitled to the shares as against— (a) the person to whom the new certificate is issued; or (b) a person whose name is subsequently entered in the register of members of the company in respect of the
shares. (2) The Court must not make an order under section 633 as against a person referred to in subsection (1)(b) if that
person is a genuine purchaser of the shares. (3) If the Court makes an order under section 633 as against the person to whom the new certificate is issued or a
person whose name is subsequently entered in the register of members of the company in respect of the shares— (a) the Court must not order the payment of damages by the company; and (b) the company is not otherwise liable for any damage caused by the issue of the new certificate or
cancellation of the original certificate in accordance with this Division. Note— Section 633 gives the Court power to make an order for rectification of the register of members of a company.
Section: 168 Liability if rectification cannot be ordered L.N. 163 of 2013 03/03/2014
(1) This section applies if an order cannot be made under section 633 because of section 167(2). (2) The company is not liable for any damage suffered by the claimant because of the issue of the new certificate or
cancellation of the original certificate, unless the company has acted deceitfully. (3) If the genuine purchaser purchased the shares from the person to whom the new certificate is issued, the person
to whom the new certificate is issued is liable to the claimant for the value of the shares as at the date of purchase.
(4) If the genuine purchaser purchased the shares from a person whose name was subsequently entered in the register of members of the company in respect of the shares, the person to whom the new certificate is issued and any person whose name was subsequently entered in the register in respect of the shares (other than a genuine purchaser) are jointly and severally liable to the claimant for the value of the shares as at the date the shares were purchased by the genuine purchaser.
(5) In this section— claimant(申索人) means the person in whose favour an order could have been made under section 633 but for section
167(2).
Section: 169 Applicant to pay expenses L.N. 163 of 2013 03/03/2014
(1) An applicant for a new certificate must pay all expenses relating to the application. (2) A listed company may refuse to deal, or to deal further, with an application until it is satisfied that the applicant
has made reasonable provision for payment of the expenses relating to the application.
Part: Division:
4 6
Alteration of Share Capital L.N. 163 of 2013 03/03/2014
Section: 170 Permitted alteration of share capital L.N. 163 of 2013 03/03/2014
(1) A limited company may alter its share capital in any one or more of the ways set out in subsection (2). (2) The company may—
(a) increase its share capital by allotting and issuing new shares in accordance with this Part; (b) increase its share capital without allotting and issuing new shares, if the funds or other assets for the
increase are provided by the members of the company; (c) capitalize its profits, with or without allotting and issuing new shares; (d) allot and issue bonus shares with or without increasing its share capital;
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(e) convert all or any of its shares into a larger or smaller number of shares; (f) cancel shares—
(i) that, at the date the resolution for cancellation is passed, have not been taken or agreed to be taken by any person; or
(ii) that have been forfeited. (3) A limited company may alter its share capital as referred to in subsection (2)(e) or (f) only by resolution of the
company. Note— Sections 140 and 141 contain provisions requiring a resolution of the company for an allotment of shares. Those sections may be relevant to an alteration of share capital referred to in subsection (2)(a), (c) or (d).
(4) A resolution referred to in subsection (3) may authorize the company to exercise the power— (a) on more than one occasion; (b) at a specified time or in specified circumstances.
(5) Any amount remaining unpaid on shares being converted under subsection (2)(e) is to be divided equally among the replacement shares.
(6) If shares are cancelled under subsection (2)(f), the company must reduce its share capital by the amount of the shares cancelled.
(7) For the purposes of Part 5, a cancellation of shares under this section is not a reduction of share capital. (8) A limited company’s articles may exclude or restrict the exercise of a power conferred by this section.
Section: 171 Notice of alteration of share capital L.N. 163 of 2013 03/03/2014
(1) Within one month after altering its share capital under section 170, a company must deliver a notice to the Registrar for registration in relation to the alteration of share capital.
(2) The notice— (a) must be in the specified form; (b) if the company’s issued share capital is increased by the alteration, must state the amount of the increase;
and (c) must include a statement of capital as at the date of the alteration that complies with section 201.
(3) A company is not required to deliver a notice under this section in relation to an alteration of share capital involving an allotment of shares. Note— For an allotment of shares, section 142 requires a company to deliver a return of the allotment to the Registrar for registration.
(4) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Section: 172 Redenomination of share capital L.N. 163 of 2013 03/03/2014
(1) A limited company may, by resolution of the company, convert its share capital or any class of shares from one currency to another currency. This is known as a redenomination.
(2) A resolution under this section may authorize a limited company to redenominate its share capital— (a) on more than one occasion; (b) at a specified time or in specified circumstances.
(3) A redenomination does not affect any rights or obligations of members under the company’s articles, or any restrictions affecting members under the company’s articles.
(4) In particular, it does not affect any entitlement to dividends (including entitlement to dividends in a particular currency), voting rights or liability in respect of amounts remaining unpaid on shares (including liability in a particular currency).
(5) For the purposes of this section, the company’s articles include the terms on which any shares in the company are allotted or held.
(6) A limited company’s articles may exclude or restrict the exercise of a power conferred by this section.
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Section: 173 Notice of redenomination L.N. 163 of 2013 03/03/2014
(1) Within one month after passing a resolution under section 172, a company must deliver a notice in the specified form to the Registrar for registration in relation to the redenomination.
(2) The notice must include a statement of capital as at the date of the redenomination that complies with section 201.
(3) If a company contravenes this section, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Section: 174 Reconversion of stock into shares L.N. 163 of 2013 03/03/2014
(1) A company that has converted paid up shares into stock (before the repeal by this Ordinance of the power to do so) may, by resolution of the company, reconvert that stock into paid up shares. Note— Section 138 repeals the power of a company to convert its shares into stock.
(2) A resolution under this section may authorize a company to exercise the power to reconvert stock— (a) on more than one occasion; (b) at a specified time or in specified circumstances.
Section: 175 Notice of reconversion L.N. 163 of 2013 03/03/2014
(1) Within one month after passing a resolution under section 174, a company must deliver a notice in the specified form to the Registrar for registration in relation to the reconversion of stock.
(2) The notice must include a statement of capital as at the date of the reconversion that complies with section 201. (3) If a company contravenes this section, the company, and every responsible person of the company, commit an
offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Part: Division:
4 7
Classes of Shares and Class Rights L.N. 163 of 2013 03/03/2014
Part: Division: Subdivision:
4 7 1
Companies having a Share Capital L.N. 163 of 2013 03/03/2014
Section: 176 Application of Subdivision L.N. 163 of 2013 03/03/2014
This Subdivision applies to a company that has a share capital.
Section: 177 Rights attached to shares L.N. 163 of 2013 03/03/2014
In this Ordinance, a reference to the rights attached to a share in a class of shares in a company is a reference to the rights of the holder of that share as a member of the company.
Section: 178 Classes of shares L.N. 163 of 2013 03/03/2014
(1) For the purposes of this Ordinance, shares are in one class if the rights attached to them are in all respects uniform.
(2) The rights attached to shares are not to be regarded as different from those attached to other shares only because they do not carry the same rights to dividends in the 12 months immediately following their allotment.
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Section: 179 Description of shares of different classes L.N. 163 of 2013 03/03/2014
(1) A share certificate issued by a company that has different classes of shares must contain in a prominent position a statement— (a) stating that the company’s share capital is divided into different classes of shares; and (b) specifying the voting rights attached to shares in each class.
(2) If a company has a class of shares the holders of which are not entitled to vote at general meetings of the company— (a) the descriptive title of shares in the class must include the words “non voting” or the Chinese characters
“無表決權”; and (b) the company must ensure that those words appear legibly on any share certificate issued by the company.
(3) Subsection (2) does not apply to shares that are described as preference shares or preferred shares. (4) If a company contravenes this section, the company, and every responsible person of the company, commit an
offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Section: 180 Varying class rights L.N. 163 of 2013 03/03/2014
(1) Rights attached to shares in a class of shares in a company may be varied only— (a) in accordance with provisions in the company’s articles for the variation of those rights; or (b) if there are no such provisions, with the consent of holders of shares in that class given in accordance with
this section. (2) Subsection (1) is without prejudice to any other restrictions on the variation of the rights.
Example— A company could make an agreement with the holders of shares in a class that imposes restrictions on the variation of class rights.
(3) The consent required for the purposes of this section is— (a) written consent of holders representing at least 75% of the total voting rights of holders of shares in the
class; or (b) a special resolution passed at a separate general meeting of holders of shares in the class sanctioning the
variation. (4) A variation takes effect—
(a) if no application is made under section 182 for it to be disallowed, at the end of the period in which applications may be made under that section; or
(b) if an application is made within that period, at the time the application is withdrawn or finally determined (unless the variation is disallowed).
(5) Any amendment of a provision in a company’s articles for the variation of the rights attached to shares in a class, or the insertion of any such provision into the articles, is itself to be regarded as a variation of those rights.
(6) Nothing in this section affects the Court’s powers under sections 673, 675 and 725.
Section: 181 Notifying class members of variation L.N. 163 of 2013 03/03/2014
(1) If the rights attached to shares in any class of shares in a company are varied, the company must give written notice of the variation to each holder of shares in that class within 14 days after the date on which the variation is made.
(2) If a company contravenes this section, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Section: 182 Disallowance or confirmation of variation by Court L.N. 163 of 2013 03/03/2014
(1) If the rights attached to shares in any class of shares in a company are varied, holders representing at least 10% of the total voting rights of holders of shares in the class may apply to the Court to have the variation disallowed.
(2) An application must be made within 28 days after the date on which the variation is made.
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(3) An application may be made on behalf of the members entitled to apply by any one or more of them appointed in writing by all of them.
(4) The following persons are entitled to be heard on an application— (a) the applicant; (b) any other person who appears to the Court to be interested in the application.
(5) The Court may, by order, disallow the variation if it is satisfied that the variation would unfairly prejudice the members represented by the applicant.
(6) If the Court is not so satisfied, it must, by order, confirm the variation. (7) Nothing in this section affects—
(a) the right of a member to petition the Court under section 724; or (b) the Court’s powers under section 725.
Section: 183 Delivery of order of Court to Registrar L.N. 163 of 2013 03/03/2014
(1) If the Court makes an order under section 182 in relation to a company, the company must deliver an office copy of the order to the Registrar for registration within 15 days after it is made.
(2) If a company contravenes this section, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Section: 184 Notifying Registrar of variation L.N. 163 of 2013 03/03/2014
(1) If the rights attached to shares in any class of shares in a company are varied, the company must deliver to the Registrar for registration, within one month after the date on which the variation takes effect— (a) a copy of the resolution or other document that authorized the variation; and (b) a notice in the specified form including a statement of capital, as at the date on which the variation takes
effect, that complies with section 201. (2) Subsection (1)(a) does not apply if the company is required to deliver a copy of the resolution or other document
to the Registrar under another provision of this Ordinance. (3) If a company contravenes this section, the company, and every responsible person of the company, commit an
offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Part: Division: Subdivision:
4 7 2
Companies without a Share Capital L.N. 163 of 2013 03/03/2014
Section: 185 Application of Subdivision L.N. 163 of 2013 03/03/2014
This subdivision applies to a company that does not have a share capital.
Section: 186 Rights of members L.N. 163 of 2013 03/03/2014
In this Ordinance, a reference to the rights of a class of members of a company that does not have a share capital is a reference to the rights of the members in that class in their capacity as members of the company.
Section: 187 Classes of members L.N. 163 of 2013 03/03/2014
For the purposes of this Ordinance, members of a company that does not have a share capital are in one class if the rights of the members are in all respects uniform.
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Section: 188 Varying class rights L.N. 163 of 2013 03/03/2014
(1) Rights of a class of members of a company that does not have a share capital may be varied only— (a) in accordance with provisions in the company’s articles for the variation of those rights; or (b) if there are no such provisions, with the consent of the members of that class given in accordance with this
section. (2) Subsection (1) is without prejudice to any other restrictions on the variation of the rights.
Example— A company could make an agreement with the members of a class that imposes restrictions on the variation of class rights.
(3) The consent required for the purposes of this section is— (a) written consent of at least 75% of the members in the class; or (b) a special resolution passed at a separate general meeting of the members in the class sanctioning the
variation. (4) A variation takes effect—
(a) if no application is made under section 190 for it to be disallowed, at the end of the period in which applications may be made under that section; or
(b) if an application is made within that period, at the time the application is withdrawn or finally determined (unless the variation is disallowed).
(5) Any amendment of a provision in a company’s articles for the variation of the rights of a class of members, or the insertion of any such provision into the articles, is itself to be regarded as a variation of those rights.
(6) Nothing in this section affects the Court’s powers under sections 673, 675 and 725.
Section: 189 Notifying class members of variation L.N. 163 of 2013 03/03/2014
(1) If the rights of any class of members of a company that does not have a share capital are varied, the company must give written notice of the variation to each member in that class within 14 days after the date on which the variation is made.
(2) If a company contravenes this section, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Section: 190 Disallowance or confirmation of variation by Court L.N. 163 of 2013 03/03/2014
(1) If the rights of any class of members of a company that does not have a share capital are varied, members representing at least 10% of the members in the class may apply to the Court to have the variation disallowed.
(2) An application must be made within 28 days after the date on which the variation is made. (3) An application may be made on behalf of the members entitled to apply by any one or more of them appointed
in writing by all of them. (4) The following persons are entitled to be heard on an application—
(a) the applicant; (b) any other person who appears to the Court to be interested in the application.
(5) The Court may, by order, disallow the variation if it is satisfied that the variation would unfairly prejudice the members represented by the applicant.
(6) If the Court is not so satisfied, it must, by order, confirm the variation. (7) Nothing in this section affects—
(a) the right of a member to petition the Court under section 724; or (b) the Court’s powers under section 725.
Section: 191 Delivery of order of Court to Registrar L.N. 163 of 2013 03/03/2014
(1) If the Court makes an order under section 190 in relation to a company, the company must deliver an office copy of the order to the Registrar for registration within 15 days after it is made.
(2) If a company contravenes this section, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700
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for each day during which the offence continues.
Section: 192 Notifying Registrar of variation L.N. 163 of 2013 03/03/2014
(1) If the rights of any class of members of a company that does not have a share capital are varied, the company must deliver to the Registrar for registration, within one month after the date on which the variation takes effect — (a) a copy of the resolution or other document that authorized the variation; and (b) a notice in the specified form.
(2) Subsection (1)(a) does not apply if the company is required to deliver a copy of the resolution or other document to the Registrar under another provision of this Ordinance.
(3) If a company contravenes this section, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Part: Division: Subdivision:
4 7 3
General L.N. 163 of 2013 03/03/2014
Section: 193 Variation includes abrogation L.N. 163 of 2013 03/03/2014
In this Division and (unless the context otherwise requires) in any provision in a company’s articles for the variation of class rights, a reference to a variation of those rights includes an abrogation of those rights.
Part: Division:
4 8
Supplementary and Miscellaneous L.N. 163 of 2013 03/03/2014
Part: Division: Subdivision:
4 8 1
Relief from Share Capital Requirements L.N. 163 of 2013 03/03/2014
Section: 194 Interpretation L.N. 163 of 2013 03/03/2014
(1) In this Division— arrangement (安排) means any agreement, scheme or arrangement; company (公司) , except in reference to an issuing company, includes any body corporate; equity share capital (權益股本) means a company’s issued share capital excluding any part of that capital that,
neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution;
equity shares (權益股份) means shares comprised in a company’s equity share capital; issuing company (發行公司) means a company that issues shares; non-equity shares (非權益股份) means shares in a company other than equity shares; transfer (轉讓) of shares includes transfer of a right to be included in the company’s register of members in respect
of the shares. (2) In this Division—
(a) a reference to the acquisition by a company of shares includes the acquisition of shares by a nominee of the company;
(b) a reference to the issue or transfer of shares to a company includes the issue or transfer of shares to a nominee of the company;
(c) a reference to the transfer of shares by a company includes the transfer of shares by a nominee of the
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company.
Section: 195 Group reconstruction relief L.N. 163 of 2013 03/03/2014
(1) This section applies if an issuing company— (a) is a wholly owned subsidiary of another company (the holding company); and (b) issues shares—
(i) to the holding company; or (ii) to another wholly owned subsidiary of the holding company, in consideration for the transfer to the issuing company of non-cash assets of a company (the transferor company) that is a member of the group of companies that comprises the holding company and all its wholly owned subsidiaries.
(2) Any excess of the value of the assets transferred over their net base value may be disregarded when recording as share capital of the issuing company the amount of consideration for the issue by the issuing company of its shares. Consequently, the minimum amount of consideration required to be recorded as share capital of the issuing company in respect of the shares issued for the transfer is the net base value of the assets transferred.
(3) The net base value of the assets transferred is the amount by which the base value of the assets transferred exceeds the base value of any liabilities of the transferor company assumed by the issuing company as consideration for the assets transferred.
(4) For the purposes of this section— (a) the base value of assets transferred is the lesser of—
(i) the cost of those assets to the transferor company; (ii) the amount at which those assets are stated in the transferor company’ s accounting records
immediately before the transfer; (b) the base value of liabilities assumed is the amount at which they are stated in the transferor company’s
accounting records immediately before the transfer.
Section: 196 Merger relief L.N. 163 of 2013 03/03/2014
(1) This section applies if an issuing company has secured at least a 90% equity holding in another company under an arrangement providing for the issue of equity shares in the issuing company on terms that the consideration for the shares issued is to be provided— (a) by the issue or transfer to the issuing company of equity shares in the other company; or (b) by the cancellation of any equity shares in the other company not held by the issuing company.
(2) Any excess of the value of the equity shares acquired or cancelled under the arrangement over the subscribed capital of the other company attributable to those shares may be disregarded when recording as share capital of the issuing company the amount of consideration for the issue by the issuing company of its shares. Consequently, the minimum amount of consideration required to be recorded as share capital of the issuing company in respect of the shares issued under the arrangement is the subscribed capital of the other company attributable to the equity shares acquired or cancelled.
(3) If the arrangement also provides for the issue of any shares in the issuing company on terms that the consideration for those shares is to be provided— (a) by the issue or transfer to the issuing company of nonequity shares in the other company; or (b) by the cancellation of any non-equity shares in the other company not held by the issuing company, any excess of the value of the non-equity shares acquired or cancelled under the arrangement over the subscribed capital of the other company attributable to those shares may be disregarded when recording as share capital of the issuing company the amount of consideration for the issue by the issuing company of its shares.
(4) This section does not apply in a case falling within section 195.
Section: 197 Merger relief: meaning of 90% equity holding L.N. 163 of 2013 03/03/2014
(1) This section has effect in determining, for the purposes of section 196, whether a company (company A) has secured at least a 90% equity holding in another company (company B) under an arrangement mentioned in section 196(1).
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(2) Company A has secured at least a 90% equity holding in company B if, in consequence of an acquisition or cancellation of equity shares in company B under that arrangement, company A holds in aggregate 90% or more of the equity shares in company B (whether or not all or any of the equity shares in company B held by company A were acquired under that arrangement).
(3) If the equity shares in company B are divided into different classes of shares, company A is not regarded as having secured at least a 90% equity holding in company B unless the requirements of subsection (2) are met in relation to each of those classes of shares taken separately.
(4) For the purposes of this section, the following shares are regarded as held by company A— (a) shares held by a company that is company A’s holding company or subsidiary; (b) shares held by a subsidiary of company A’s holding company; and (c) shares held by nominees of company A or of a company referred to in paragraph (a) or (b).
Section: 198 Relief may be reflected in company’s statement of financial position
L.N. 163 of 2013 03/03/2014
An amount corresponding to the amount that, because of this Subdivision, is not required to be recorded as a company’ s share capital may also be disregarded in determining the amount at which any shares or other consideration provided for the shares issued is to be included in the company’s statement of financial position.
Section: 199 Regulations L.N. 163 of 2013 03/03/2014
(1) The Financial Secretary may make regulations for restricting or otherwise modifying the relief provided by this Subdivision.
(2) Regulations made under this section are subject to the approval of the Legislative Council.
Part: Division: Subdivision:
4 8 2
Miscellaneous L.N. 163 of 2013 03/03/2014
Section: 200 Provision for different amounts to be paid on shares L.N. 163 of 2013 03/03/2014
If authorized by its articles to do so, a company may— (a) make arrangements on the issue of shares for a difference between the shareholders in the amounts and
times of payment of calls on their shares; (b) accept from any member the whole or part of the amount remaining unpaid on any shares held by the
member, although no part of that amount has been called up; and (c) pay a dividend in proportion to the amount paid up on each share where a larger amount is paid up on some
shares than on others.
Section: 201 Statement of capital L.N. 163 of 2013 03/03/2014
(1) This section applies if a provision of this Part or Part 5 requires a statement of capital to be included in a return or notice delivered to the Registrar for registration.
(2) A statement of capital must state— (a) the total number of issued shares in the company; (b) the amount paid up or regarded as paid up and the amount (if any) remaining unpaid or regarded as
remaining unpaid on the total number of issued shares in the company; (c) the total amount of the company’s issued share capital; and (d) for each class of shares—
(i) the particulars specified in subsection (3); (ii) the total number of issued shares in the class; (iii) the amount paid up or regarded as paid up and the amount (if any) remaining unpaid or regarded as
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remaining unpaid on the total number of issued shares in the class; and (iv) the total amount of issued share capital of the class.
(3) The particulars are— (a) particulars of any voting rights attached to shares in the class, including rights that arise only in certain
circumstances; (b) particulars of any rights attached to shares in the class, as respects dividends, to participate in a distribution; (c) particulars of any rights attached to shares in the class, as respects capital, to participate in a distribution
(including on a winding up); and (d) whether or not shares in the class are redeemable shares.
Section: 202 Notice of paid up capital L.N. 163 of 2013 03/03/2014
(1) An official document of a company that states the company’s issued capital must also state no less prominently the company’s paid up capital.
(2) If a company issues, circulates or distributes an official document in Hong Kong that does not comply with subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.
(3) In this section— official document(正式文件) of a company, means a notice, circular, advertisement or other official publication of the
company.
Part: 5 Transactions in relation to Share Capital L.N. 163 of 2013 03/03/2014
(*Format changes—E.R. 1 of 2013) ____________________________________________________________________________ Note: * The format of Part 5 has been updated to the current legislative styles.
Part: Division:
5 1
Preliminary L.N. 163 of 2013 03/03/2014
Section: 203 Interpretation L.N. 163 of 2013 03/03/2014
(1) In this Part— Commission (監察機關) means—
(a) subject to paragraphs (b) and (c), the Securities and Futures Commission referred to in section 3(1) of the Securities and Futures Ordinance (Cap 571);
(b) if any relevant transfer order made under section 25 of that Ordinance is in force, the recognized exchange company concerned or both the Securities and Futures Commission and the recognized exchange company concerned, in accordance with the provisions of that order; or
(c) if any relevant transfer order made under section 68 of that Ordinance is in force, the recognized exchange controller concerned or both the Securities and Futures Commission and the recognized exchange controller concerned, in accordance with the provisions of that order;
contingent buy-back contract (待確定回購合約) means a contract entered into by a company relating to any of its shares— (a) that is not a contract to buy back those shares; but (b) under which the company may (subject to any conditions) become entitled or obliged to buy back those
shares; distributable profits (可分派利潤), in relation to the making of a payment by a company, means those profits out of
which the company could lawfully make a distribution equal in value to the payment; recognized exchange controller (認可控制人) has the meaning given by section 1 of Part 1 of Schedule 1 to the
Securities and Futures Ordinance (Cap 571);
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specified Chinese language newspaper (指明中文報章) means a Chinese language newspaper that is specified under subsection (2);
specified English language newspaper (指明英文報章) means an English language newspaper that is specified under subsection (2).
(2) The Chief Secretary for Administration may specify Chinese language newspapers and English language newspapers for the purposes of this Part and must publish a list of the specified newspapers in the Gazette.
Part: Division:
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Solvency Test L.N. 163 of 2013 03/03/2014
Section: 204 Application of Division L.N. 163 of 2013 03/03/2014
This Division has effect for the following transactions— (a) a reduction of share capital by special resolution supported by a solvency statement under Subdivision 2 of
Division 3; (b) a payment out of capital in respect of a share redemption or buy-back under Division 4; (c) the giving of financial assistance by a company under Subdivision 4 of Division 5.
Section: 205 Solvency test L.N. 163 of 2013 03/03/2014
A company satisfies the solvency test in relation to a transaction if— (a) immediately after the transaction there will be no ground on which the company could be found to be
unable to pay its debts; and (b) either—
(i) if it is intended to commence the winding up of the company within 12 months after the date of the transaction, the company will be able to pay its debts in full within 12 months after the commencement of the winding up; or
(ii) in any other case, the company will be able to pay its debts as they become due during the period of 12 months immediately following the date of the transaction.
Section: 206 Solvency statement L.N. 163 of 2013 03/03/2014
(1) A solvency statement in relation to a transaction is a statement that each of the directors making it has formed the opinion that the company satisfies the solvency test in relation to the transaction.
(2) In forming an opinion for the purpose of making a solvency statement, a director must— (a) inquire into the company’s state of affairs and prospects; and (b) take into account all the liabilities of the company (including contingent and prospective liabilities).
(3) A solvency statement— (a) must be in the specified form; (b) must state—
(i) the date on which it is made; and (ii) the name of each director making it; and
(c) must be signed by each director making it. (4) Subsection (3)(a) does not apply to a solvency statement made for the purposes of the giving of financial
assistance by a company under Subdivision 4 of Division 5.
Section: 207 Offences regarding solvency statement L.N. 163 of 2013 03/03/2014
A director who makes a solvency statement without having reasonable grounds for the opinion expressed in it 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 6 and to imprisonment for 6 months.
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Section: 208 Power to modify solvency test by regulation L.N. 163 of 2013 03/03/2014
(1) The Chief Executive in Council may make regulations— (a) modifying the solvency test or its application to any transaction or class of transactions; or (b) modifying the matters that a director is required to take into account in forming an opinion for the purpose
of making a solvency statement. (2) Regulations made under this section are subject to the approval of the Legislative Council.
Part: Division:
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Reduction of Share Capital L.N. 163 of 2013 03/03/2014
Part: Division: Subdivision:
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General Provisions L.N. 163 of 2013 03/03/2014
Section: 209 Application of Division L.N. 163 of 2013 03/03/2014
This Division applies to— (a) a company limited by shares; and (b) a company limited by guarantee having a share capital that was formed as, or became, such a company
under a former Companies Ordinance before 13 February 2004.
Section: 210 Permitted reductions of share capital L.N. 163 of 2013 03/03/2014
(1) A company may, in accordance with the procedure specified in section 211, reduce its share capital under this Division in any way. Examples— 1. A company may extinguish or reduce the liability on any of its shares in respect of share capital not paid up. 2. A company may, either with or without extinguishing or reducing liability on any of its shares—
(a) cancel any paid-up share capital that is lost or unrepresented by available assets; or (b) repay any paid-up share capital in excess of the company’s wants.
(2) However, a company must not reduce its share capital if, as a result of the reduction, there would no longer be any member of the company holding shares other than redeemable shares.
(3) This Division is subject to any provision of a company’s articles that prohibits or restricts the reduction of the company’s share capital.
Section: 211 Procedure for a company to reduce its share capital L.N. 163 of 2013 03/03/2014
The procedure for a company to reduce its share capital under this Division is— (a) by special resolution supported by a solvency statement under Subdivision 2; or (b) by special resolution confirmed by the Court under Subdivision 3.
Section: 212 Offence if share capital is reduced in contravention of Division
L.N. 163 of 2013 03/03/2014
(1) If a company reduces its share capital in contravention of this Division, the company, and every responsible person of the company, commit an offence and each is liable— (a) on conviction on indictment to a fine of $1250000 and to imprisonment for 5 years; or (b) on summary conviction to a fine of $150000 and to imprisonment for 12 months.
(2) An offence is not committed under this section in relation to a reduction of share capital by a company only because one or more directors of the company commit an offence under section 207 in making a solvency
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statement for the purposes of the reduction of share capital. (3) An offence is not committed under this section if the reduction of share capital occurs as a result of a share
redemption or buy-back in accordance with Division 4 or as otherwise provided in this Ordinance.
Section: 213 Liability of members following reduction of share capital L.N. 163 of 2013 03/03/2014
(1) If a company’s share capital is reduced under this Division, a past or present member of the company is not liable in respect of a share to a call or contribution exceeding in amount the difference (if any) between— (a) the issue price of the share; and (b) the aggregate of the amount paid up on the share (if any) and the amount reduced on the share.
(2) Subsection (1) is subject to section 232. (3) Nothing in this section affects the rights of the contributories among themselves.
Section: 214 Reserves arising from reductions of share capital L.N. 163 of 2013 03/03/2014
(1) If a company reduces its share capital in accordance with this Division, a reserve arising from the reduction is to be regarded for the purposes of Part 6 as realized profit.
(2) Subsection (1) is subject to anything to the contrary in— (a) an order of, or undertaking given to, the Court; (b) the resolution for, or any other resolution relevant to, the reduction of share capital; or (c) the company’s articles.
Part: Division: Subdivision:
5 3 2
Reduction of Share Capital by Special Resolution Supported by Solvency Statement
L.N. 163 of 2013 03/03/2014
Section: 215 Special resolution for reduction of share capital L.N. 163 of 2013 03/03/2014
(1) A company may reduce its share capital by special resolution in accordance with this Subdivision. (2) The special resolution and the reduction of share capital take effect when the return under section 224 or 225 in
relation to the reduction is registered by the Registrar.
Section: 216 Solvency statement for reduction of share capital L.N. 163 of 2013 03/03/2014
(1) All directors of the company must make a solvency statement that complies with Division 2 in relation to the reduction of share capital.
(2) The special resolution for reduction of share capital must be passed within 15 days after the date of the solvency statement.
(3) If the special resolution is proposed as a written resolution, a copy of the solvency statement must be sent to every member of the company at or before the time when the proposed resolution is sent to them.
(4) If the special resolution is proposed at a meeting, a copy of the solvency statement must be made available for inspection by members at the meeting.
(5) The special resolution is not effective if subsection (3) or (4) (as applicable) is not complied with.
Section: 217 Special resolution: exercise of voting rights L.N. 163 of 2013 03/03/2014
(1) If the special resolution for reduction of share capital is proposed as a written resolution, a member of the company holding shares to which the resolution relates is not an eligible member for the purposes of Subdivision 2 of Division 1 of Part 12 (written resolution) in respect of those shares.
(2) If the special resolution is proposed at a meeting, the resolution is not effective if— (a) any member of the company holding shares to which the resolution relates exercises the voting rights
carried by any of those shares; and (b) the resolution would not have been passed if the member had not done so.
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(3) For the purposes of subsection (2)— (a) a member holding shares to which the resolution relates is to be regarded as exercising the voting rights
carried by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed but also if the member votes on the resolution otherwise than on a poll;
(b) any member of the company may demand a poll on that question; and (c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the
member. (4) The special resolution is not effective if a demand for a poll referred to in subsection (3)(b) is refused. (5) This section does not apply in the case of a reduction of share capital that applies equally to all issued shares in
the company.
Section: 218 Public notice of reduction of share capital L.N. 163 of 2013 03/03/2014
(1) If a special resolution for reduction of share capital is passed, the company must, on or before the date specified in subsection (2), publish a notice in the Gazette— (a) stating that the company has approved a reduction of share capital; (b) specifying the amount of share capital to be reduced and the date of the special resolution; (c) stating where the special resolution and solvency statement are available for inspection; and (d) stating that a member of the company who did not consent to or vote in favour of the special resolution or a
creditor of the company may, within 5 weeks after the date of the special resolution, apply to the Court under section 220 for cancellation of the special resolution.
(2) The date is— (a) a date that falls on the last working day of the week after the week in which the special resolution is passed;
or (b) if the period between the date in paragraph (a) and the date on which the special resolution is passed is less
than 4 business days (both dates exclusive), a date that falls on the last working day of the week next following.
Examples— 1. The special resolution is passed on 2 February of a year (Thursday). Apart from Saturdays and Sundays, all other dates in February
of that year are business days. The date that falls on the last working day of the week after the week in which the special resolution is passed is 10 February (Friday) of that year. There are 5 business days between 2 February and 10 February. Therefore, the relevant notice must be published in the Gazette on or before 10 February (Friday) of that year.
2. The special resolution is passed on 30 March of a year (Friday). Both 4 April (Wednesday) and 6 April (Friday) of that year are general holidays. 2 April (Monday), 3 April (Tuesday), 5 April (Thursday) and 13 April (Friday) of that year are business days. The date that falls on the last working day of the week after the week in which the special resolution is passed is 5 April (Thursday). There are only 2 business days between 30 March and 5 April. Therefore, the relevant notice must be published in the Gazette on or before the last working day of the week next following, which is 13 April (Friday) of that year.
(3) Before the end of the week after the week in which the special resolution for reduction of share capital is passed, the company must also— (a) publish a notice to the same effect as the notice under subsection (1) in at least one specified Chinese
language newspaper and at least one specified English language newspaper; or (b) give written notice to that effect to each of its creditors.
(4) If the company contravenes subsection (1) or (3), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.
(5) The company must deliver to the Registrar for registration a copy of the solvency statement no later than the day on which the company— (a) publishes the notice under subsection (1); or (b) if earlier, first publishes the notice or gives notice to creditors under subsection (3).
(6) If the company contravenes subsection (5), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1000 for each day during which the offence continues.
(7) For the purposes of subsection (2)— business day(辦公日) means a day that is not—
(a) a general holiday; (b) a Saturday; or (c) a black rainstorm warning day or gale warning day as defined by section 71(2) of the Interpretation and
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General Clauses Ordinance (Cap 1); working day(工作日) means a day that is not—
(a) a general holiday; or (b) a Saturday.
Section: 219 Inspection of special resolution and solvency statement L.N. 163 of 2013 03/03/2014
(1) The company must ensure that the special resolution for reduction of share capital and the solvency statement made in relation to it are kept at its registered office or at a place prescribed by regulations made under section 657 for the period— (a) beginning on the day on which the company—
(i) publishes the notice under section 218(1); or (ii) if earlier, first publishes the notice or gives notice to creditors under section 218(3); and
(b) ending 5 weeks after the date of the special resolution. (2) The company must permit a member or creditor of the company to inspect the special resolution and solvency
statement without charge during business hours in that period. (3) If the company contravenes subsection (1) or (2), the company, and every responsible person of the company,
commit an offence, and each is liable to a fine at level 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 the company contravenes subsection (2), the Court may by order require the company to permit an immediate inspection.
Section: 220 Application to Court by members or creditors L.N. 163 of 2013 03/03/2014
(1) Subject to subsection (2), a member or creditor of the company may apply to the Court, within 5 weeks after the date of the special resolution for reduction of share capital, for cancellation of the resolution.
(2) A member who consented to or voted in favour of the special resolution is not entitled to apply. (3) An application may be made on behalf of the persons entitled to apply by any one or more of them appointed in
writing by all of them. (4) If an application is made under this section—
(a) the applicant must, as soon as possible, serve the application on the company; and (b) the company must give the Registrar notice in the specified form of the application within 7 days after the
day on which the application is served on the company. (5) If the company contravenes subsection (4)(b), 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: 221 Power of Court to adjourn proceedings L.N. 163 of 2013 03/03/2014
(1) The Court may adjourn proceedings on an application under section 220 so that an arrangement may be made to its satisfaction for the protection of the interests of dissentient members or dissentient creditors.
(2) The Court may give any directions and make any orders it thinks expedient for facilitating or carrying into effect any such arrangement.
Section: 222 Power of Court to confirm or cancel special resolution L.N. 163 of 2013 03/03/2014
(1) On an application under section 220, the Court must make an order confirming or cancelling the special resolution for reduction of share capital, and may do so on any terms and conditions it thinks fit.
(2) If the Court confirms the special resolution, it may by order alter or extend any date or period of time specified — (a) in the special resolution; or (b) in any provision of this Division applying to the special resolution or the reduction of share capital.
(3) If the Court thinks fit, the order may— (a) provide for the company to buy back the shares of any of its members and for the reduction accordingly of
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the company’s share capital; (b) provide for the protection of the interests of members or creditors of the company; (c) make any alteration to the company’s articles that may be required as a consequence; (d) require the company not to make any, or any specified, alteration to its articles.
(4) If the order of the Court requires the company not to make any, or any specified, alteration to its articles, the company does not have power to make any such alteration without leave of the Court.
(5) The powers of the Court under this section do not limit its powers under section 221.
Section: 223 Company to deliver copy of order of Court to Registrar L.N. 163 of 2013 03/03/2014
(1) Within 15 days after the making of an order by the Court under section 222, or within any longer period ordered by the Court, the company must deliver an office copy of the order to the Registrar for registration.
(2) If the company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.
Section: 224 Registration of return if no application to Court L.N. 163 of 2013 03/03/2014
(1) If— (a) no application is made under section 220 in respect of the special resolution for reduction of share capital;
and (b) the company delivers a return that complies with subsection (2) to the Registrar no earlier than 5 weeks and
no later than 7 weeks after the date of the special resolution, the Registrar must register the return. Note— Under section 215(2), the special resolution and the reduction of share capital take effect when the return is registered by the Registrar.
(2) The return— (a) must be in the specified form; (b) must contain particulars of the reduction of share capital; and (c) must include a statement of capital, as at the time immediately after the reduction of share capital, that
complies with section 201.
Section: 225 Registration of return if application to Court L.N. 163 of 2013 03/03/2014
(1) If— (a) an application is made under section 220 in respect of the special resolution for reduction of share capital; (b) either—
(i) the Court makes an order under section 222 confirming the special resolution; or (ii) the proceedings on the application are ended without determination by the Court (for example, by the
withdrawal of the application); and (c) the company delivers to the Registrar a return that complies with subsection (2)—
(i) within 15 days after the making of the order, or within any longer period ordered by the Court; or (ii) within 15 days after the proceedings are ended without determination by the Court or, if there are more
than one such proceedings, the last of them are so ended, the Registrar must register the return. Note— Under section 215(2), the special resolution and the reduction of share capital take effect when the return is registered by the Registrar.
(2) The return— (a) must be in the specified form; (b) must contain particulars of the reduction of share capital; and (c) must include a statement of capital, as at the time immediately after the reduction of share capital, that
complies with section 201.
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Part: Division: Subdivision:
5 3 3
Reduction of Share Capital Confirmed by Court L.N. 163 of 2013 03/03/2014
Section: 226 Special resolution and application to Court for confirmation of reduction of share capital
L.N. 163 of 2013 03/03/2014
(1) A company may pass a special resolution for reduction of share capital under this Subdivision and apply by petition to the Court for an order confirming the reduction.
(2) Unless the Court directs otherwise, section 227 (creditors entitled to object to reduction of share capital) applies if the proposed reduction of share capital involves either— (a) the diminution of liability in respect of unpaid share capital; or (b) the payment to a shareholder of any paid-up share capital.
(3) The Court may direct that section 227 is not to apply to any class or classes of creditors if the Court thinks it proper to do so, having regard to any special circumstances of the case.
(4) The Court may direct that section 227 is to apply in any other case.
Section: 227 Creditors entitled to object to reduction of share capital L.N. 163 of 2013 03/03/2014
(1) If this section applies (see section 226(2) and (4)), a creditor of the company is entitled to object to the reduction of share capital if the creditor is entitled, at the date fixed by the Court, to any debt or claim that would be admissible in proof against the company if the company were to commence being wound up on that date.
(2) The Court must settle a list of creditors entitled to object. (3) For the purposes of subsection (2), the Court—
(a) must ascertain, as far as possible without requiring an application from any creditor, the names of those creditors and the nature and amount of their debts or claims; and
(b) may publish a notice fixing a period within which, or a date by which, creditors not on the list are to claim to be entered on the list or are to be excluded from the right of objecting.
(4) If a creditor on the list whose debt or claim is not discharged or has not determined does not consent to the reduction, the Court may, if it thinks fit, dispense with the consent of the creditor on the company securing payment of the debt or claim.
(5) For the purposes of subsection (4), the debt or claim must be secured by appropriating (as the Court directs) the following amount— (a) if the company admits the full amount of the debt or claim or, though not admitting it, is willing to provide
for it, the full amount of the debt or claim; or (b) if the company does not admit, and is not willing to provide for, the full amount of the debt or claim, or if
the amount is contingent or not ascertained, an amount fixed by the Court after an inquiry and adjudication as if the company were being wound up by the Court.
Section: 228 Offence in connection with creditors list L.N. 163 of 2013 03/03/2014
(1) An officer of a company— (a) must not intentionally or recklessly—
(i) conceal the name of a creditor entitled to object to the reduction of share capital; or (ii) misrepresent the nature or amount of the debt or claim of a creditor; or
(b) must not be knowingly concerned in any such concealment or misrepresentation. (2) A person who contravenes subsection (1) 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 6 and to imprisonment for 6 months.
Section: 229 Order of Court confirming reduction of share capital L.N. 163 of 2013 03/03/2014
(1) On an application by petition under section 226, the Court may make an order confirming the reduction of share
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capital on any terms and conditions it thinks fit. (2) The Court must not confirm the reduction of share capital unless it is satisfied, with respect to every creditor of
the company who is entitled to object to the reduction of share capital under section 227, that— (a) the creditor’s consent has been obtained; or (b) the creditor’s debt or claim has been discharged, has determined or has been secured.
Section: 230 Registration of order, minute and return L.N. 163 of 2013 03/03/2014
(1) If— (a) the Court makes an order under section 229 confirming the reduction of share capital; and (b) within 15 days after the making of the order, or within any longer period ordered by the Court, the company
delivers to the Registrar— (i) an office copy of the order; (ii) a minute that complies with subsection (2) and that is approved by the Court; and (iii) a return that complies with subsection (3),
the Registrar must register the order, minute and return. (2) The minute must state, with respect to the company’s share capital as altered by the order—
(a) the amount of the share capital; (b) the total number of issued shares in the company; (c) the amount of each share; and (d) the amount paid up and the amount (if any) remaining unpaid on each share.
(3) The return— (a) must be in the specified form; (b) must contain particulars of the reduction of share capital (by reference to the order or minute, or otherwise);
and (c) must include a statement of capital, as at the time immediately after the reduction of share capital, that
complies with section 201. (4) The special resolution, as confirmed by the order, takes effect on registration of the order, minute and return by
the Registrar. (5) Notice of the registration must be published in the manner directed by the Court.
Section: 231 Certification of registration L.N. 163 of 2013 03/03/2014
(1) The Registrar must certify the registration of an order, minute and return under section 230. (2) The certificate must be signed by the Registrar. (3) The certificate is conclusive evidence—
(a) that the requirements of this Ordinance for the reduction of share capital have been complied with; and (b) that the company’s share capital is as stated in the minute.
Section: 232 Liability to creditors omitted from list of creditors L.N. 163 of 2013 03/03/2014
(1) This section applies to a reduction of share capital confirmed by the Court under section 229 if— (a) a creditor entitled to object to the reduction of share capital was not entered on the list of creditors because
the creditor was not aware— (i) of the proceedings for reduction of share capital; or (ii) of their nature or effect with respect to the creditor’s debt or claim; and
(b) after the reduction of share capital the company is unable to pay the debt or claim. (2) A person who was a member of the company on the date of registration of the order confirming the special
resolution for the reduction is liable to contribute for the payment of the debt or claim an amount not exceeding the amount that the person would have been liable to contribute if the company had commenced to be wound up on the day before that date.
(3) If the company is wound up, the Court, on application by the creditor and proof of the creditor’s lack of awareness referred to in subsection (1)(a), may, if it thinks fit—
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(a) settle a list of persons liable to contribute under this section; and (b) make and enforce calls and orders on them as if they were ordinary contributories in a winding up.
(4) Nothing in this section affects the rights of the contributories among themselves.
Part: Division:
5 4
Share Redemptions and Buy-backs L.N. 163 of 2013 03/03/2014
Part: Division: Subdivision:
5 4 1
Preliminary L.N. 163 of 2013 03/03/2014
Section: 233 Application of Division L.N. 163 of 2013 03/03/2014
This Division applies to— (a) a company limited by shares; and (b) a company limited by guarantee having a share capital that was formed as, or became, such a company
under a former Companies Ordinance before 13 February 2004.
Part: Division: Subdivision:
5 4 2
Redeemable Shares L.N. 163 of 2013 03/03/2014
Section: 234 Issue of redeemable shares L.N. 163 of 2013 03/03/2014
(1) Subject to subsections (2) and (3), a company may issue redeemable shares. (2) A company’s articles may prohibit or restrict the issue of redeemable shares. (3) A company must not issue redeemable shares at a time when there are no issued shares in the company other
than redeemable shares.
Section: 235 Terms, conditions and manner of redemption L.N. 163 of 2013 03/03/2014
(1) The directors of a company may determine the terms, conditions and manner of redemption of shares if they are authorized to do so— (a) by the company’s articles; or (b) by resolution of the company.
(2) A resolution under subsection (1)(b) may be an ordinary resolution even if it amends the company’s articles. (3) If the directors are authorized under subsection (1) to determine the terms, conditions and manner of redemption
of shares— (a) they must do so before the shares are allotted; and (b) any obligation of the company to state in a statement of capital the rights attached to the shares extends to
the terms, conditions and manner of redemption. (4) If the directors are not authorized under subsection (1), the terms, conditions and manner of redemption of
shares must be stated in the company’s articles.
Part: Division: Subdivision:
5 4 3
Share Buy-backs L.N. 163 of 2013 03/03/2014
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Section: 236 General power of company to buy back its own shares L.N. 163 of 2013 03/03/2014
(1) Subject to subsections (2) and (3) and Subdivision 6, a company may buy back its own shares in accordance with— (a) for a listed company, Subdivision 4; (b) for an unlisted company, Subdivision 5.
(2) A company’s articles may prohibit or restrict a buy-back by the company of its own shares. (3) A company must not buy back its own shares if, as a result of the buy-back, there would no longer be any
member of the company holding shares other than redeemable shares. (4) A buy-back that contravenes subsection (3) is void.
Section: 237 Retention and inspection of share buy-back contracts L.N. 163 of 2013 03/03/2014
(1) This section applies to— (a) a listed company that enters into a contract for the buy-back of its own shares that is authorized under
section 240; and (b) an unlisted company that—
(i) under an authorization under section 244, enters into a contract for the buy-back of its own shares; (ii) under an authorization under section 247, agrees to a variation of a contract for the buy-back of its own
shares; (iii) under an authorization under section 251, agrees to release its rights under a contract for the buyback
of its own shares; or (iv) under an authorization under section 254, agrees to a variation of an agreement to release its rights
under a contract for the buy-back of its own shares. (2) The company must keep at its registered office or at a place prescribed by regulations made under section 657—
(a) a copy of the contract or agreement if it is in writing; and (b) if not, a memorandum of its terms.
(3) The copy or memorandum must be kept from the conclusion of the contract or agreement until the end of the period of 10 years beginning on the day on which the buy-back of all the shares under the contract is completed or the day on which the contract otherwise terminates.
(4) Subject to subsection (5), the company must make the copy or memorandum available during business hours for inspection without charge by— (a) a member of the company; and (b) any other person, in the case of a listed company.
(5) The company may, by resolution, impose reasonable restrictions on the making available of the copy or memorandum for inspection, as long as not less than 2 hours per day are allowed for inspection.
(6) If a company contravenes subsection (2) or (3), or if an inspection required under subsection (4) is refused, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1000 for each day during which the offence continues.
(7) In the case of a refusal of an inspection required under subsection (4), the Court may by order require the company to permit an immediate inspection.
(8) In this section— contract(合約) includes a contingent buy-back contract.
Part: Division: Subdivision:
5 4 4
Share Buy-backs: Listed Companies L.N. 163 of 2013 03/03/2014
Section: 238 Share buy-back under general offer L.N. 163 of 2013 03/03/2014
(1) A listed company may buy back its own shares under a general offer that is authorized in advance by resolution
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of the company. (2) The company must include with the notice of the proposed resolution—
(a) a copy of the document containing the proposed general offer; and (b) a statement, signed by the directors of the company, containing information that would enable a reasonable
person to form a valid and justifiable opinion as to the merits of the offer. (3) If, under the proposed general offer, a member of the company may be compelled to dispose of the member’s
shares under Division 5 of Part 13 (compulsory acquisition after general offer for share buy-back)— (a) the company must appoint an independent investment adviser to advise members who may be affected by
the compulsory disposal on the merits of the offer; and (b) the resolution authorizing the offer must be a special resolution on which no non-tendering member votes.
(4) A person is eligible for appointment as an investment adviser under subsection (3)(a) only if— (a) the person is a corporation licensed to carry on, or an authorized financial institution registered for carrying
on, a business in advising on securities or advising on corporate finance under Part V of the Securities and Futures Ordinance (Cap 571); and
(b) the person is neither— (i) a member, officer, shadow director or employee of the company making the general offer or of an
associated company of that company; nor (ii) an associated company of the company making the general offer.
(5) For the purposes of a special resolution referred to in subsection (3)(b)— (a) a non-tendering member is to be regarded as voting not only if the non-tendering member votes on a poll on
the question whether the resolution should be passed but also if the non-tendering member votes on the resolution otherwise than on a poll;
(b) any member of the company may demand a poll on that question; and (c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the
member. (6) In this section— general offer(公開要約) has the meaning given by section 707; non-tendering member(不售股成員) has the meaning given by section 705.
Section: 239 Share buy-back on recognized stock market or approved stock exchange
L.N. 163 of 2013 03/03/2014
(1) A listed company may buy back its own shares on a recognized stock market or on an approved stock exchange if the buy-back is authorized in advance by resolution of the company.
(2) The company must include a memorandum of the terms of the proposed buy-back with the notice of the proposed resolution.
(3) A resolution authorizing a buy-back under this section is valid for the period expiring on the date of the next annual general meeting of the company, and that period may be extended by the company at that annual general meeting until the date of the following annual general meeting.
(4) In this section— approved stock exchange(核准證券交易所) means a stock exchange approved for the purposes of this section by
notice published in the Gazette by— (a) the Commission; and (b) the recognized exchange company that operates the recognized stock market on which the shares concerned
are listed.
Section: 240 Share buy-back otherwise than under section 238 or 239 L.N. 163 of 2013 03/03/2014
(1) A listed company may buy back its own shares otherwise than under section 238 or 239 if the contract for buy- back of the shares is authorized in advance by special resolution.
(2) A contract may take the form of a contingent buy-back contract. (3) The company must include with the notice of the proposed special resolution—
(a) a copy of the proposed contract or, if it is not in writing, a memorandum of its terms; and
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(b) a statement, signed by the directors of the company, after having made due and diligent inquiry of the members of the company holding the shares to which the proposed contract relates, containing information that would enable a reasonable person to form a valid and justifiable opinion as to the merits of the contract.
(4) A special resolution under this section is not effective if— (a) any member of the company holding shares to which the resolution relates exercises the voting rights
carried by any of those shares; and (b) the resolution would not have been passed if the member had not done so.
(5) For the purposes of subsection (4)— (a) a member holding shares to which the resolution relates is to be regarded as exercising the voting rights
carried by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed but also if the member votes on the resolution otherwise than on a poll;
(b) any member of the company may demand a poll on that question; and (c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the
member. (6) A special resolution under this section is not effective if a demand for a poll referred to in subsection (5)(b) is
refused.
Section: 241 Exemptions L.N. 163 of 2013 03/03/2014
(1) The Commission may exempt any listed company from any of the provisions of section 238, 239 or 240, subject to any conditions it thinks fit.
(2) The Commission may— (a) suspend or withdraw an exemption granted under subsection (1) on the ground that the conditions subject to
which the exemption was granted have not been complied with or on any other ground the Commission thinks fit; or
(b) vary any condition imposed under subsection (1).
Section: 242 No assignment of right to buy back own shares L.N. 163 of 2013 03/03/2014
The following rights of a listed company are not capable of being assigned— (a) rights under a general offer authorized under section 238; (b) rights under a buy-back on a recognized stock market or on an approved stock exchange authorized under
section 239; (c) rights under a contract authorized under section 240.
Section: 243 Release of right to buy back own shares L.N. 163 of 2013 03/03/2014
(1) An agreement by a listed company to release its rights under a contract authorized under section 240 or under a general offer authorized under section 238 is void unless the terms of the release agreement are authorized in advance by special resolution.
(2) Section 240(3), (4), (5) and (6) applies to the authorization for a proposed release agreement as it applies to the authorization for a proposed contract under section 240.
Part: Division: Subdivision:
5 4 5
Share Buy-backs: Unlisted Companies L.N. 163 of 2013 03/03/2014
Section: 244 Share buy-back under contract L.N. 163 of 2013 03/03/2014
(1) An unlisted company may buy back its own shares under a contract that is authorized in advance by special resolution.
(2) A contract may take the form of a contingent buy-back contract. (3) The authorization for a contract may be varied, revoked or from time to time renewed by special resolution.
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(4) A special resolution conferring, varying, revoking or renewing the authorization for a contract is subject to sections 245 and 246.
Section: 245 Resolution authorizing contract: disclosure of contract details
L.N. 163 of 2013 03/03/2014
(1) This section applies in relation to a special resolution to confer, vary, revoke or renew the authorization for a contract under section 244.
(2) A copy of the proposed contract (if it is in writing) or a memorandum setting out its terms (if it is not) must be made available to members— (a) in the case of a written resolution, by being sent to every member of the company at or before the time
when the proposed resolution is sent to them; or (b) in the case of a resolution proposed at a meeting, by being made available for inspection by members of the
company— (i) at the company’s registered office or at a place prescribed by regulations made under section 657, for
a period of not less than 15 days ending on the date of the meeting; and (ii) at the meeting.
(3) A memorandum referred to in subsection (2) must include the names of members holding shares to which the proposed contract relates.
(4) A copy of a proposed contract made available under subsection (2) must have annexed to it a memorandum specifying any of those names that do not appear in the proposed contract.
(5) The special resolution is not effective if the requirements of this section are not complied with.
Section: 246 Resolution authorizing contract: exercise of voting rights L.N. 163 of 2013 03/03/2014
(1) This section applies to a special resolution to confer, vary, revoke or renew the authorization for a contract under section 244.
(2) If the special resolution is proposed as a written resolution, a member holding shares to which the resolution relates is not an eligible member for the purposes of Subdivision 2 of Division 1 of Part 12 (written resolution) in respect of those shares.
(3) If the special resolution is proposed at a meeting, the resolution is not effective if— (a) any member of the company holding shares to which the resolution relates exercises the voting rights
carried by any of those shares; and (b) the resolution would not have been passed if the member had not done so.
(4) For the purposes of subsection (3)— (a) a member holding shares to which the resolution relates is to be regarded as exercising the voting rights
carried by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed but also if the member votes on the resolution otherwise than on a poll;
(b) any member of the company may demand a poll on that question; and (c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the
member. (5) The special resolution is not effective if a demand for a poll referred to in subsection (4)(b) is refused.
Section: 247 Variation of authorized contract L.N. 163 of 2013 03/03/2014
(1) An unlisted company may agree to a variation of a contract authorized under section 244 if the variation agreement is authorized in advance by special resolution.
(2) The authorization for a variation agreement may be varied, revoked or from time to time renewed by special resolution.
(3) A special resolution conferring, varying, revoking or renewing the authorization for a variation agreement is subject to sections 248 and 249.
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Section: 248 Resolution authorizing variation: disclosure of details of variation
L.N. 163 of 2013 03/03/2014
(1) This section applies in relation to a special resolution to confer, vary, revoke or renew the authorization for a variation agreement under section 247.
(2) A copy of the proposed variation agreement (if it is in writing) or a memorandum giving details of the proposed variation agreement (if it is not) must be made available to members— (a) in the case of a written resolution, by being sent to every member of the company at or before the time
when the proposed resolution is sent to them; or (b) in the case of a resolution proposed at a meeting, by being made available for inspection by members of the
company— (i) at the company’s registered office or at a place prescribed by regulations made under section 657, for
a period of not less than 15 days ending on the date of the meeting; and (ii) at the meeting.
(3) There must also be made available to members in accordance with subsection (2) a copy of the original contract or memorandum, together with any variations previously made.
(4) A memorandum referred to in subsection (2) must include the names of members holding shares to which the proposed variation agreement relates.
(5) A copy of a proposed variation agreement made available under subsection (2) must have annexed to it a memorandum specifying any of those names that do not appear in the proposed variation agreement.
(6) The special resolution is not effective if the requirements of this section are not complied with.
Section: 249 Resolution authorizing variation: exercise of voting rights L.N. 163 of 2013 03/03/2014
(1) This section applies to a special resolution to confer, vary, revoke or renew the authorization for a variation agreement under section 247.
(2) If the special resolution is proposed as a written resolution, a member holding shares to which the resolution relates is not an eligible member for the purposes of Subdivision 2 of Division 1 of Part 12 (written resolution) in respect of those shares.
(3) If the special resolution is proposed at a meeting, the resolution is not effective if— (a) any member of the company holding shares to which the resolution relates exercises the voting rights
carried by any of those shares; and (b) the resolution would not have been passed if the member had not done so.
(4) For the purposes of subsection (3)— (a) a member holding shares to which the resolution relates is to be regarded as exercising the voting rights
carried by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed but also if the member votes on the resolution otherwise than on a poll;
(b) any member of the company may demand a poll on that question; and (c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the
member. (5) The special resolution is not effective if a demand for a poll referred to in subsection (4)(b) is refused.
Section: 250 No assignment of right to buy back own shares L.N. 163 of 2013 03/03/2014
The rights of an unlisted company under a contract authorized under section 244 (as varied from time to time under section 247) are not capable of being assigned.
Section: 251 Release of right to buy back own shares L.N. 163 of 2013 03/03/2014
(1) An agreement by an unlisted company to release its rights under a contract authorized under section 244 (as varied from time to time under section 247) is void unless the terms of the release agreement are authorized in advance by special resolution.
(2) The authorization for a release agreement may be varied, revoked or from time to time renewed by special resolution.
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(3) A special resolution conferring, varying, revoking or renewing the authorization for a release agreement is subject to sections 252 and 253.
Section: 252 Resolution authorizing release: disclosure of details of release
L.N. 163 of 2013 03/03/2014
(1) This section applies in relation to a special resolution to confer, vary, revoke or renew the authorization for a release agreement under section 251.
(2) A copy of the proposed release agreement (if it is in writing) or a memorandum giving details of the proposed release agreement (if it is not) must be made available to members— (a) in the case of a written resolution, by being sent to every member of the company at or before the time
when the proposed resolution is sent to them; or (b) in the case of a resolution proposed at a meeting, by being made available for inspection by members of the
company— (i) at the company’s registered office or at a place prescribed by regulations made under section 657, for
a period of not less than 15 days ending on the date of the meeting; and (ii) at the meeting.
(3) There must also be made available to members in accordance with subsection (2) a copy of the original contract or memorandum, together with any variations previously made.
(4) A memorandum referred to in subsection (2) must include the names of members holding shares to which the proposed release agreement relates.
(5) A copy of a proposed release agreement made available under subsection (2) must have annexed to it a memorandum specifying any of those names that do not appear in the proposed release agreement.
(6) The special resolution is not effective if the requirements of this section are not complied with.
Section: 253 Resolution authorizing release: exercise of voting rights L.N. 163 of 2013 03/03/2014
(1) This section applies to a special resolution to confer, vary, revoke or renew the authorization for a release agreement under section 251.
(2) If the special resolution is proposed as a written resolution, a member holding shares to which the resolution relates is not an eligible member for the purposes of Subdivision 2 of Division 1 of Part 12 (written resolution) in respect of those shares.
(3) If the special resolution is proposed at a meeting, the resolution is not effective if— (a) any member of the company holding shares to which the resolution relates exercises the voting rights
carried by any of those shares; and (b) the resolution would not have been passed if the member had not done so.
(4) For the purposes of subsection (3)— (a) a member holding shares to which the resolution relates is to be regarded as exercising the voting rights
carried by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed but also if the member votes on the resolution otherwise than on a poll;
(b) any member of the company may demand a poll on that question; and (c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the
member. (5) The special resolution is not effective if a demand for a poll referred to in subsection (4)(b) is refused.
Section: 254 Variation of release of right to buy back own shares L.N. 163 of 2013 03/03/2014
(1) An unlisted company may agree to a variation of a release agreement authorized under section 251 if the variation agreement is authorized in advance by special resolution.
(2) The authorization for a variation agreement may be varied, revoked or from time to time renewed by special resolution.
(3) A special resolution conferring, varying, revoking or renewing the authorization for a variation agreement is subject to sections 255 and 256.
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Section: 255 Resolution authorizing variation of release: disclosure of details of variation
L.N. 163 of 2013 03/03/2014
(1) This section applies in relation to a special resolution to confer, vary, revoke or renew the authorization for a variation agreement under section 254.
(2) A copy of the proposed variation agreement (if it is in writing) or a memorandum giving details of the proposed variation agreement (if it is not) must be made available to members— (a) in the case of a written resolution, by being sent to every member of the company at or before the time
when the proposed resolution is sent to them; or (b) in the case of a resolution proposed at a meeting, by being made available for inspection by members of the
company— (i) at the company’s registered office or at a place prescribed by regulations made under section 657, for
a period of not less than 15 days ending on the date of the meeting; and (ii) at the meeting.
(3) There must also be made available to members in accordance with subsection (2) a copy of the original release agreement or memorandum, together with any variations previously made.
(4) A memorandum referred to in subsection (2) must include the names of members holding shares to which the proposed variation agreement relates.
(5) A copy of a proposed variation agreement made available under subsection (2) must have annexed to it a memorandum specifying any of those names that do not appear in the proposed variation agreement.
(6) The special resolution is not effective if the requirements of this section are not complied with.
Section: 256 Resolution authorizing variation of release: exercise of voting rights
L.N. 163 of 2013 03/03/2014
(1) This section applies to a special resolution to confer, vary, revoke or renew the authorization for a variation agreement under section 254.
(2) If the special resolution is proposed as a written resolution, a member holding shares to which the resolution relates is not an eligible member for the purposes of Subdivision 2 of Division 1 of Part 12 (written resolution) in respect of those shares.
(3) If the special resolution is proposed at a meeting, the resolution is not effective if— (a) any member of the company holding shares to which the resolution relates exercises the voting rights
carried by any of those shares; and (b) the resolution would not have been passed if the member had not done so.
(4) For the purposes of subsection (3)— (a) a member holding shares to which the resolution relates is to be regarded as exercising the voting rights
carried by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed but also if the member votes on the resolution otherwise than on a poll;
(b) any member of the company may demand a poll on that question; and (c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the
member. (5) The special resolution is not effective if a demand for a poll referred to in subsection (4)(b) is refused.
Part: Division: Subdivision:
5 4 6
Payment for Share Redemptions and Buy-backs L.N. 163 of 2013 03/03/2014
Section: 257 Payment for redemption or buy-back L.N. 163 of 2013 03/03/2014
(1) If a company redeems or buys back its own shares, the shares must be paid for on redemption or buy-back. (2) Subject to subsections (3) and (4), a company may make a payment in respect of a redemption or buy-back of its
own shares— (a) out of the company’s distributable profits;
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(b) out of the proceeds of a fresh issue of shares made for the purpose of the redemption or buy-back; or (c) out of capital in accordance with this Subdivision.
(3) A listed company must not make a payment out of capital in respect of a buy-back of its own shares on a recognized stock market or on an approved stock exchange under section 239.
(4) Subject to subsection (3), a payment referred to in subsection (5) may be made by a company only— (a) out of the company’s distributable profits; or (b) out of capital in accordance with this Subdivision.
(5) Subsection (4) applies to a payment by a company in consideration of any of the following— (a) the company acquiring any right with respect to the buy-back of its own shares under Subdivision 4 or 5; (b) the variation of a contract authorized under Subdivision 5; or (c) the release, or variation of the release, of any of the company’s obligations with respect to the buy-back of
any of its own shares under Subdivision 4 or 5.
Section: 258 Special resolution for payment out of capital L.N. 163 of 2013 03/03/2014
(1) Subject to section 257(3), a company may make a payment out of capital in respect of the redemption or buy- back of its own shares by special resolution in accordance with this Subdivision.
(2) Subject to section 263, the payment out of capital and the redemption or buy-back must be made no earlier than 5 weeks and no later than 7 weeks after the date of the special resolution.
Section: 259 Solvency statement for payment out of capital L.N. 163 of 2013 03/03/2014
(1) All directors of the company must make a solvency statement that complies with Division 2 in relation to the payment out of capital.
(2) The special resolution for payment out of capital must be passed within 15 days after the date of the solvency statement.
(3) If the special resolution is proposed as a written resolution, a copy of the solvency statement must be sent to every member of the company at or before the time when the proposed resolution is sent to them.
(4) If the special resolution is proposed at a meeting, a copy of the solvency statement must be made available for inspection by members at the meeting.
(5) The special resolution is not effective if subsection (3) or (4) (as applicable) is not complied with.
Section: 260 Special resolution: exercise of voting rights L.N. 163 of 2013 03/03/2014
(1) If the special resolution for payment out of capital is proposed as a written resolution, a member of the company holding shares to which the resolution relates is not an eligible member for the purposes of Subdivision 2 of Division 1 of Part 12 (written resolution) in respect of those shares.
(2) If the special resolution for payment out of capital is proposed at a meeting, the resolution is not effective if— (a) any member of the company holding shares to which the resolution relates exercises the voting rights
carried by any of those shares; and (b) the resolution would not have been passed if the member had not done so.
(3) For the purposes of subsection (2)— (a) a member holding shares to which the resolution relates is to be regarded as exercising the voting rights
carried by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed but also if the member votes on the resolution otherwise than on a poll;
(b) any member of the company may demand a poll on that question; and (c) a vote or a demand for a poll by a person as proxy for a member is the same as a vote or a demand by the
member. (4) The special resolution is not effective if a demand for a poll referred to in subsection (3)(b) is refused. (5) This section does not apply to a buy-back by a listed company under a general offer in accordance with section
238.
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Section: 261 Public notice of payment out of capital L.N. 163 of 2013 03/03/2014
(1) If a special resolution for payment out of capital is passed, the company must, on or before the date specified in subsection (2), publish a notice in the Gazette— (a) stating that the company has approved a payment out of capital; (b) specifying the amount of the payment out of capital and the date of the special resolution; (c) stating where the special resolution and solvency statement are available for inspection; and (d) stating that a member of the company who did not consent to or vote in favour of the special resolution or a
creditor of the company may, within 5 weeks after the date of the special resolution, apply to the Court under section 263 for cancellation of the special resolution.
(2) The date is— (a) a date that falls on the last working day of the week after the week in which the special resolution is passed;
or (b) if the period between the date in paragraph (a) and the date on which the special resolution is passed is less
than 4 business days (both dates exclusive), a date that falls on the last working day of the week next following.
Examples— 1. The special resolution is passed on 2 February of a year (Thursday). Apart from Saturdays and Sundays, all other dates in February
of that year are business days. The date that falls on the last working day of the week after the week in which the special resolution is passed is 10 February (Friday) of that year. There are 5 business days between 2 February and 10 February. Therefore, the relevant notice must be published in the Gazette on or before 10 February (Friday) of that year.
2. The special resolution is passed on 30 March of a year (Friday). Both 4 April (Wednesday) and 6 April (Friday) of that year are general holidays. 2 April (Monday), 3 April (Tuesday), 5 April (Thursday) and 13 April (Friday) of that year are business days. The date that falls on the last working day of the week after the week in which the special resolution is passed is 5 April (Thursday). There are only 2 business days between 30 March and 5 April. Therefore, the relevant notice must be published in the Gazette on or before the last working day of the week next following, which is 13 April (Friday) of that year.
(3) Before the end of the week after the week in which the special resolution for payment out of capital is passed, the company must also— (a) publish a notice to the same effect as the notice under subsection (1) in at least one specified Chinese
language newspaper and at least one specified English language newspaper; or (b) give written notice to that effect to each of its creditors.
(4) If the company contravenes subsection (1) or (3), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.
(5) The company must deliver to the Registrar for registration a copy of the solvency statement no later than the day on which the company— (a) publishes the notice under subsection (1); or (b) if earlier, first publishes the notice or gives notice to creditors under subsection (3).
(6) If the company contravenes subsection (5), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1000 for each day during which the offence continues.
(7) For the purposes of subsection (2)— business day (辦公日) means a day that is not—
(a) a general holiday; (b) a Saturday; or (c) a black rainstorm warning day or gale warning day as defined by section 71(2) of the Interpretation and
General Clauses Ordinance (Cap 1); working day (工作日) means a day that is not—
(a) a general holiday; or (b) a Saturday.
Section: 262 Inspection of special resolution and solvency statement L.N. 163 of 2013 03/03/2014
(1) The company must ensure that the special resolution for payment out of capital and the solvency statement made in relation to it are kept at its registered office or at a place prescribed by regulations made under section 657 for the period—
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(a) beginning on the day on which the company— (i) publishes the notice under section 261(1); or (ii) if earlier, first publishes the notice or gives notice to creditors under section 261(3); and
(b) ending 5 weeks after the date of the special resolution. (2) The company must permit a member or creditor of the company to inspect the special resolution and solvency
statement without charge during business hours in that period. (3) If the company contravenes subsection (1) or (2), the company, and every responsible person of the company,
commit an offence, and each is liable to a fine at level 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 the company contravenes subsection (2), the Court may by order require the company to permit an immediate inspection.
Section: 263 Application to Court by members or creditors L.N. 163 of 2013 03/03/2014
(1) Subject to subsection (2), a member or creditor of the company may apply to the Court, within 5 weeks after the date of the special resolution for payment out of capital, for cancellation of the resolution.
(2) A member who consented to or voted in favour of the special resolution is not entitled to apply. (3) An application may be made on behalf of the persons entitled to apply by any one or more of them appointed in
writing by all of them. (4) If an application is made under this section—
(a) the applicant must, as soon as possible, serve the application on the company; and (b) the company must give the Registrar notice in the specified form of the application within 7 days after the
day on which the application is served on the company. (5) If the company contravenes subsection (4)(b), 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: 264 Power of Court to adjourn proceedings L.N. 163 of 2013 03/03/2014
(1) The Court may adjourn proceedings on an application under section 263 so that an arrangement may be made to its satisfaction for the protection of the interests of dissentient members or dissentient creditors.
(2) The Court may give any directions and make any orders it thinks expedient for facilitating or carrying into effect any such arrangement.
Section: 265 Power of Court to confirm or cancel special resolution L.N. 163 of 2013 03/03/2014
(1) On an application under section 263, the Court must make an order confirming or cancelling the special resolution for payment out of capital, and may do so on any terms and conditions it thinks fit.
(2) If the Court confirms the special resolution, it may by order alter or extend any date or period of time specified — (a) in the special resolution; or (b) in any provision of this Division applying to the special resolution, the payment out of capital or the
redemption or buy-back. (3) If the Court thinks fit, the order may—
(a) provide for the company to buy back the shares of any of its members and for the reduction accordingly of the company’s share capital;
(b) provide for the protection of the interests of members or creditors of the company; (c) make any alteration to the company’s articles that may be required as a consequence; (d) require the company not to make any, or any specified, alteration to its articles.
(4) If the order of the Court requires the company not to make any, or any specified, alteration to its articles, the company does not have power to make any such alteration without leave of the Court.
(5) The powers of the Court under this section do not limit its powers under section 264.
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Section: 266 Company to deliver copy of order of Court to Registrar L.N. 163 of 2013 03/03/2014
(1) Within 15 days after the making of an order by the Court under section 265, or within any longer period ordered by the Court, the company must deliver an office copy of the order to the Registrar for registration.
(2) If the company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.
Part: Division: Subdivision:
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General Provisions L.N. 163 of 2013 03/03/2014
Section: 267 General prohibition on acquisition of own shares L.N. 163 of 2013 03/03/2014
(1) Except as provided by this Ordinance, a company must not acquire its own shares, whether by redemption, buy- back, subscription or otherwise.
(2) If a company contravenes subsection (1), an offence is committed by— (a) the company; (b) every responsible person of the company; and (c) every non-tendering member of the company (as defined by section 705) who knowingly permits the
contravention. (3) A person who commits an offence under subsection (2) is liable—
(a) on conviction on indictment to a fine of $1250000 and to imprisonment for 5 years; or (b) on summary conviction to a fine of $150000 and to imprisonment for 12 months.
(4) Subject to section 236(4) and Division 2 of Part 14 (remedies for unfair prejudice to members’ interests), a redemption or buy-back of shares by a company under this Division is not void only because of a failure to comply with this Division.
Section: 268 No redemption or buy-back of unpaid or partly-paid shares
L.N. 163 of 2013 03/03/2014
A company must not redeem or buy back its own shares unless they are fully paid.
Section: 269 Effect of redemption or buy-back L.N. 163 of 2013 03/03/2014
(1) Shares redeemed or bought back under this Division are to be regarded as cancelled on redemption or buy-back. (2) On redemption or buy-back of its own shares, a company must—
(a) reduce the amount of its share capital if the shares were redeemed or bought back out of capital; (b) reduce the amount of its profits if the shares were redeemed or bought back out of profits; or (c) reduce the amount of its share capital and profits proportionately if the shares were redeemed or bought
back out of both capital and profits, by the total amount of the price paid by the company for the shares.
Section: 270 Return of share redemption or buy-back L.N. 163 of 2013 03/03/2014
(1) A company that redeems or buys back any shares under this Division must, within 15 days after the date on which the shares are delivered to the company, deliver a return to the Registrar for registration.
(2) The return— (a) must be in the specified form; (b) must state, for the shares of each class redeemed or bought back—
(i) the number of shares; and (ii) the date on which they were delivered to the company;
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(c) must include a statement of capital, as at the time immediately after the redemption or buy-back, that complies with section 201;
(d) in the case of a listed company, must also state, for the shares of each class redeemed or bought back— (i) the maximum and minimum prices paid in respect of the shares; and (ii) the aggregate amount paid by the company for the shares; and
(e) in the case of a redemption or buy-back financed by a payment out of capital, must also state particulars of the payment including the date and amount of the payment.
(3) Details of shares delivered to the company on different dates and under different contracts may be included in a single return. If this is done, the amount required to be stated under subsection (2)(d)(ii) is the aggregate amount paid by the company for all the shares to which the return relates.
(4) If the company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 6 and, in the case of a continuing offence, to a further fine of $2000 for each day during which the offence continues.
Section: 271 Effect of company’s failure to redeem or buy back L.N. 163 of 2013 03/03/2014
(1) This section applies if, under this Division, a company— (a) issues redeemable shares; or (b) agrees to buy back any of its own shares.
(2) The company is not liable in damages for any failure on its part to redeem or buy back any of the shares. (3) Subsection (2) is without prejudice to any right of the holder of the shares other than the right to sue the
company for damages for the failure. (4) A court must not grant an order for specific performance of the terms of the redemption or buy-back if the
company shows that it is unable to make a payment in respect of the redemption or buy-back out of distributable profits.
Section: 272 Effect on winding up of company’s failure to redeem or buy back
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(1) This section applies if— (a) a company—
(i) issues redeemable shares under this Division; or (ii) agrees to buy back any of its own shares under this Division;
(b) the company is wound up; and (c) at the commencement of the winding up any of those shares have not been redeemed or bought back.
(2) The terms of the redemption or buy-back may be enforced against the company. (3) Subsection (2) does not apply if—
(a) the terms of the redemption or buy-back provided for the redemption or buy-back to take place at a date later than that of the commencement of the winding up; or
(b) during the period— (i) beginning on the day on which the redemption or buy-back was to have taken place; and (ii) ending on the commencement of the winding up, the company could not at any time have lawfully made a payment in respect of the redemption or buy-back out of distributable profits.
(4) Shares are to be regarded as cancelled when they are redeemed or bought back under subsection (2). (5) The following must be paid in priority to any amount that the company is liable under subsection (2) to pay in
respect of any shares— (a) all other debts and liabilities of the company (other than any due to members in their capacity as such); and (b) if other shares carry rights (whether as to capital or income) that are preferred to the rights as to capital
attaching to those shares, any amount due in satisfaction of those preferred rights. (6) Subject to subsection (5), any amount payable under subsection (2) must be paid in priority to any amounts due
to members in satisfaction of their rights (whether as to capital or income) as members. (7) If, under section 264A of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32), a
creditor of a company is entitled to payment of any interest only after payment of all other debts of the company,
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the company’s debts and liabilities for the purposes of subsection (5) include the liability to pay that interest.
Section: 273 Power to modify by regulation L.N. 163 of 2013 03/03/2014
(1) The Chief Executive in Council may make regulations modifying any of the provisions of this Division with respect to— (a) the authorization required for a company to buy back its own shares; (b) the authorization required for the release by a company of its rights under a contract for the buyback of its
own shares, including a contingent buyback contract; and (c) the information to be included in a return by a company to the Registrar in relation to a share redemption or
buy-back. (2) Regulations made under this section are subject to the approval of the Legislative Council.
Part: Division:
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Financial Assistance for Acquisition of Own Shares L.N. 163 of 2013 03/03/2014
Part: Division: Subdivision:
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Preliminary L.N. 163 of 2013 03/03/2014
Section: 274 Interpretation L.N. 163 of 2013 03/03/2014
(1) In this Division— financial assistance (資助) means—
(a) financial assistance given by way of gift; (b) financial assistance given—
(i) by way of guarantee, security or indemnity (other than an indemnity in respect of the indemnifier’s own neglect or default); or
(ii) by way of release or waiver; (c) financial assistance given—
(i) by way of a loan or any other agreement under which any of the obligations of the person giving the assistance are to be fulfilled at a time when in accordance with the agreement any obligation of another party to the agreement remains unfulfilled; or
(ii) by way of the novation of, or the assignment of rights arising under, a loan or other agreement referred to in subparagraph (i); or
(d) any other financial assistance given by a company if— (i) the net assets of the company are reduced to a material extent by the giving of the assistance; or (ii) the company has no net assets;
liabilities (負債) includes any amount retained as reasonably necessary for the purpose of providing for any liability or loss that is— (a) likely to be incurred; or (b) certain to be incurred but uncertain as to the amount or as to the date on which it will arise;
net assets (淨資產) of a company that gives any financial assistance under this Division, means the amount by which the aggregate of the company’s assets exceeds the aggregate of its liabilities (taking the amount of both assets and liabilities to be as stated in the company’s accounting records immediately before the financial assistance is given).
(2) In this Division— (a) a reference to a person incurring a liability includes the person changing their financial position by making
an agreement or arrangement (whether enforceable or unenforceable, and whether made on the person’s own account or with any other person) or by any other means; and
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(b) a reference to a company giving financial assistance for the purpose of reducing or discharging a liability incurred by a person for the purpose of the acquisition of shares includes the company giving financial assistance for the purpose of wholly or partly restoring the person’s financial position to what it was before the acquisition took place.
Part: Division: Subdivision:
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General Prohibition on Financial Assistance for Acquisition of Own Shares
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Section: 275 Prohibition on financial assistance for acquisition of shares or for reducing or discharging liability for acquisition
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(1) If a person is acquiring or proposing to acquire shares in a company, the company or any of its subsidiaries must not give financial assistance directly or indirectly for the purpose of the acquisition before or at the same time as the acquisition takes place, except as provided by this Division.
(2) If— (a) a person has acquired shares in a company; and (b) any person has incurred a liability for the purpose of the acquisition, the company or any of its subsidiaries must not give financial assistance directly or indirectly for the purpose of reducing or discharging the liability, except as provided by this Division.
(3) This section does not apply to the giving of financial assistance by a company for the purpose of the acquisition of a share in its holding company or for the purpose of reducing or discharging a liability incurred for such an acquisition if the holding company is a company incorporated outside Hong Kong.
(4) If a company contravenes subsection (1) or (2), the company, and every responsible person of the company, commit an offence, and each is liable to a fine of $150000 and to imprisonment for 12 months.
Section: 276 Failure to comply with Division does not affect validity of financial assistance, etc.
L.N. 163 of 2013 03/03/2014
If a company gives financial assistance in contravention of this Division, the validity of the financial assistance and of any contract or transaction connected with it is not affected only because of the contravention.
Part: Division: Subdivision:
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Exceptions from Prohibition L.N. 163 of 2013 03/03/2014
Section: 277 General exceptions L.N. 163 of 2013 03/03/2014
This Division does not prohibit any of the following transactions— (a) the distribution of a company’s assets—
(i) by way of dividend lawfully made; or (ii) in the course of winding up the company;
(b) the allotment of bonus shares; (c) the reduction of a company’s share capital in accordance with Division 3; (d) the redemption or buy-back of a company’s own shares in accordance with Division 4; (e) anything done in accordance with a court order under Division 2 of Part 13 (arrangements and
compromises); (f) anything done under an arrangement made under section 237 of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap 32) (power of liquidator to accept shares, etc., as consideration for sale of property of company);
(g) anything done under an arrangement made between a company and its creditors that is binding on the creditors because of section 254 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance
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(Cap 32) (arrangement, when binding on creditors).
Section: 278 Principal purpose exception L.N. 163 of 2013 03/03/2014
This Division does not prohibit a company from giving financial assistance for the purpose of the acquisition of a share in the company or its holding company or for the purpose of reducing or discharging a liability incurred for such an acquisition if—
(a) either— (i) the company’s principal purpose in giving the assistance is not to give it for the purpose of the
acquisition of a share in the company or its holding company or for the purpose of reducing or discharging a liability incurred for such an acquisition; or
(ii) the giving of the assistance for the purpose of the acquisition of a share in the company or its holding company or for the purpose of reducing or discharging a liability incurred for such an acquisition is only an incidental part of some larger purpose of the company; and
(b) the assistance is given in good faith in the interests of the company.
Section: 279 Exception for money lending businesses L.N. 163 of 2013 03/03/2014
Subject to section 282, this Division does not prohibit the lending of money by a company in the ordinary course of business if the lending of money is part of the ordinary business of the company.
Section: 280 Exception for employee share schemes L.N. 163 of 2013 03/03/2014
(1) Subject to section 282, this Division does not prohibit— (a) the giving by a company, in good faith in the interests of the company, of financial assistance for the
purposes of an employee share scheme; or (b) the giving of financial assistance by a company for the purposes of, or in connection with, anything done by
the company or another company in the same group of companies for the purposes of enabling or facilitating transactions in shares in the company or its holding company between, and involving the acquisition of beneficial ownership of those shares by— (i) persons employed or formerly employed in good faith by that company or another company in the
same group of companies; or (ii) spouses, widows, widowers, or minor children of persons referred to in subparagraph (i).
(2) In this section— children(子女) includes step-children, illegitimate children and children adopted in any manner recognized by the law
of Hong Kong; employee share scheme(僱員參股計劃) means a scheme for encouraging or facilitating the holding of shares in a
company by or for the benefit of— (a) persons employed or formerly employed in good faith by that company or another company in the same
group of companies; or (b) spouses, widows, widowers, or minor children of persons referred to in paragraph (a);
minor children(未成年子女) means children who are under 18 years of age.
Section: 281 Exception for loans to employees L.N. 163 of 2013 03/03/2014
(1) Subject to section 282, this Division does not prohibit the making by a company of loans to its eligible employees for the purpose of enabling them to acquire fully paid shares in the company or its holding company to be held by them by way of beneficial ownership.
(2) In this section— child(子女) includes a step-child, an illegitimate child and a child adopted in any manner recognized by the law of
Hong Kong; eligible employees(合資格的僱員), in relation to a company, means persons employed in good faith by the company,
other than—
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(a) a director of the company; (b) a director’s spouse; (c) a director’s child who is under 18 years of age; (d) a trustee of a trust (other than an employee share scheme as defined by section 280(2) or a pension scheme)
— (i) the beneficiaries of which include a person referred to in paragraph (a), (b) or (c); or (ii) the terms of which confer a power on the trustees that may be exercised for the benefit of a person
referred to in paragraph (a), (b) or (c); or (e) a partner of a person referred to in paragraph (a), (b) or (c) or of a trustee referred to in paragraph (d).
Section: 282 Special restriction for listed companies L.N. 163 of 2013 03/03/2014
Section 279, 280 or 281 applies to a listed company only if— (a) the company has net assets that are not reduced by the giving of the financial assistance; or (b) to the extent that those assets are reduced, the assistance is provided by a payment out of distributable
profits.
Part: Division: Subdivision:
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Authorization for Giving Financial Assistance L.N. 163 of 2013 03/03/2014
Section: 283 Financial assistance not exceeding 5% of shareholders funds
L.N. 163 of 2013 03/03/2014
(1) A company may give financial assistance for the purpose of the acquisition of a share in the company or its holding company or for the purpose of reducing or discharging a liability incurred for such an acquisition if— (a) the directors resolve, before the assistance is given, that—
(i) the company should give the assistance; (ii) giving the assistance is in the best interests of the company; and (iii) the terms and conditions under which the assistance is to be given are fair and reasonable to the
company; (b) on the same day that the directors pass the resolution, the directors who vote in favour of it make a solvency
statement that complies with Division 2 in relation to the giving of the assistance; (c) the aggregate amount of the assistance and any other financial assistance given under this section that has
not been repaid does not exceed 5% of the paid up share capital and reserves of the company (as disclosed in the most recent audited financial statements of the company); and
(d) the assistance is given not more than 12 months after the day on which the solvency statement is made under paragraph (b).
(2) The resolution of the directors under subsection (1)(a) must set out in full the grounds for their conclusions as to the matters referred to in subsection (1)(a)(i), (ii) and (iii).
(3) A reference in subsection (1)(c) to any other financial assistance given under this section that has not been repaid includes the amount of any financial assistance given in the form of a guarantee or security for which the company remains liable at the time the financial assistance in question is given.
(4) Within 15 days after giving financial assistance under this section, the company must send to each member of the company a copy of the solvency statement made under subsection (1)(b) and a notice containing the following information— (a) the class and number of shares in respect of which the assistance was given; (b) the consideration paid or payable for those shares; (c) the name of the person receiving the assistance and, if a different person, the name of the beneficial owner
of those shares; (d) the nature, the terms and the amount of the assistance.
(5) If the 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
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for each day during which the offence continues.
Section: 284 Financial assistance with approval of all members L.N. 163 of 2013 03/03/2014
(1) A company may give financial assistance for the purpose of the acquisition of a share in the company or its holding company or for the purpose of reducing or discharging a liability incurred for such an acquisition if— (a) the directors resolve, before the assistance is given, that—
(i) the company should give the assistance; (ii) giving the assistance is in the best interests of the company; and (iii) the terms and conditions under which the assistance is to be given are fair and reasonable to the
company; (b) on the same day that the directors pass the resolution, the directors who vote in favour of it make a solvency
statement that complies with Division 2 in relation to the giving of the assistance; (c) the giving of the assistance is approved by written resolution of all members of the company before the
assistance is given; and (d) the assistance is given not more than 12 months after the day on which the solvency statement is made
under paragraph (b). (2) The resolution of the directors under subsection (1)(a) must set out in full the grounds for their conclusions as to
the matters referred to in subsection (1)(a)(i), (ii) and (iii).
Section: 285 Financial assistance by ordinary resolution L.N. 163 of 2013 03/03/2014
(1) A company may give financial assistance for the purpose of the acquisition of a share in the company or its holding company or for the purpose of reducing or discharging a liability incurred for such an acquisition if— (a) the directors resolve, before the assistance is given, that—
(i) the company should give the assistance; (ii) giving the assistance is in the best interests of the company and is of benefit to those members of the
company not receiving the assistance; and (iii) the terms and conditions under which the assistance is to be given are fair and reasonable to the
company and to those members not receiving the assistance; (b) on the same day that the directors pass the resolution, the directors who vote in favour of it make a solvency
statement that complies with Division 2 in relation to the giving of the assistance; (c) the company sends to each member of the company a copy of the solvency statement made under paragraph (b) and a notice containing the following information—
(i) the nature and terms of the assistance and the name of the person to whom it will be given; (ii) if it will be given to a nominee for another person, the name of that other person; (iii) the text of the resolution of the directors; (iv) any further information and explanation that would be necessary for a reasonable member to
understand the nature of the assistance and the implications of giving it for the company and the members;
(d) the giving of the assistance is approved by resolution of the company before the assistance is given; and (e) the assistance is given—
(i) not less than 28 days after the day on which the resolution is passed under paragraph (d); and (ii) not more than 12 months after the day on which the solvency statement is made under paragraph (b).
(2) The notice and copy of the solvency statement must be sent to each member under subsection (1)(c) at least 14 days before the day on which the resolution under subsection (1)(d) is proposed and may accompany notice of the meeting at which the resolution will be proposed.
(3) Despite subsection (1)(e)(i), if an application is made to the Court under section 286 in relation to the giving of financial assistance under this section, the financial assistance must not be given until the application is finally determined, unless the Court orders otherwise.
(4) The resolution of the directors under subsection (1)(a) must set out in full the grounds for their conclusions as to the matters referred to in subsection (1)(a)(i), (ii) and (iii).
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Section: 286 Application to Court for restraining order L.N. 163 of 2013 03/03/2014
(1) Within 28 days after the day on which a resolution for the giving of financial assistance is passed under section 285(1)(d), an application to the Court for an order restraining the giving of financial assistance may be made— (a) if the company is limited by shares, by members representing at least 5% of the total voting rights of
holders of shares in the company; or (b) in any other case, by members representing at least 5% of the members of the company.
(2) Despite subsection (1), a member who consented to or voted in favour of the resolution is not entitled to apply. (3) An application may be made on behalf of the members entitled to apply by any one or more of them appointed
in writing by all of them. (4) An application under this section may be made only on the ground that—
(a) the giving of the assistance is neither— (i) in the best interests of the company; nor (ii) of benefit to those members of the company not receiving the assistance; or
(b) the terms and conditions under which the assistance is to be given are not fair and reasonable to— (i) the company; and (ii) those members not receiving the assistance.
(5) If an application is made under this section— (a) the applicant must, as soon as possible, serve the application on the company; and (b) the company must give the Registrar notice in the specified form of the application within 7 days after the
day on which the application is served on the company. (6) If the company contravenes subsection (5)(b), 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: 287 Power of Court to adjourn application L.N. 163 of 2013 03/03/2014
(1) The Court may adjourn proceedings on an application under section 286 so that an arrangement may be made to its satisfaction for the protection of the interests of dissentient members.
(2) The Court may give any directions and make any orders it thinks expedient for facilitating or carrying into effect any such arrangement.
Section: 288 Power of Court to confirm or restrain giving of financial assistance
L.N. 163 of 2013 03/03/2014
(1) On an application under section 286, the Court must make an order confirming or restraining the giving of financial assistance, and may do so on any terms and conditions it thinks fit.
(2) If the Court confirms the giving of financial assistance, it may by order alter or extend any date or period of time specified— (a) in the directors’ resolution under section 285(1)(a) or the resolution of the company under section
285(1)(d); or (b) in any provision of this Division applying to the giving of financial assistance.
(3) If the Court thinks fit, the order may— (a) provide for the company to buy back the shares of any of its members and for the reduction accordingly of
the company’s share capital; (b) make any alteration to the company’s articles that may be required as a consequence; (c) require the company not to make any, or any specified, alteration to its articles.
(4) If the order of the Court requires the company not to make any, or any specified, alteration to its articles, the company does not have power to make any such alteration without leave of the Court.
(5) The powers of the Court under this section do not limit its powers under section 287.
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Section: 289 Company to deliver copy of order of Court to Registrar L.N. 163 of 2013 03/03/2014
(1) Within 15 days after the making of an order by the Court under section 288, or within any longer period ordered by the Court, the company must deliver an office copy of the order to the Registrar for registration.
(2) If the company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.
Part: 6 Distribution of Profits and Assets L.N. 163 of 2013 03/03/2014
(*Format changes—E.R. 1 of 2013) ____________________________________________________________________________ Note: * The format of Part 6 has been updated to the current legislative styles.
Part: Division:
6 1
Preliminary L.N. 163 of 2013 03/03/2014
Section: 290 Interpretation L.N. 163 of 2013 03/03/2014
(1) In this Part— called up share capital (已催繳股本) , in relation to a company, means so much of its share capital as equals the
aggregate amount of the calls made on its shares (whether or not those calls have been paid), together with— (a) any share capital paid up without being called; and (b) any share capital to be paid on a specified future date under the articles, the terms of allotment of the
relevant shares, or any other arrangements for payment of those shares, and uncalled share capital (未催繳股本) is to be read accordingly;
capitalization (資本化) , in relation to a company’s profits, means any of the following operations (whenever carried out)— (a) applying the profits in wholly or partly paying up unissued shares in the company to be allotted to members
of the company as fully or partly paid bonus shares; (b) transferring the profits to share capital;
distribution (分派) means every description of distribution of a company’s assets to its members, whether in cash or otherwise, except distribution by way of— (a) an issue of shares as fully or partly paid bonus shares; (b) a redemption or buy-back of any shares in the company out of capital (including the proceeds of any fresh
issue of shares), or out of unrealized profits, in accordance with Division 4 of Part 5; (c) a reduction of share capital by extinguishing or reducing any member’s liability on any of the company’
s shares in respect of share capital not paid up, or by repaying paid up share capital; (d) a distribution of assets to the members on the company’s winding up; or (e) financial assistance given by the company to a member under section 283, 284 or 285;
financial assistance (資助) has the meaning given by section 274(1); financial items (財務項目) means all of the following—
(a) profits, losses, assets and liabilities; (b) provisions; (c) share capital and reserves (including undistributable reserves);
net assets (淨資產), in relation to a company, means the aggregate of the company’s assets less the aggregate of its liabilities;
undistributable reserves (不可分派的儲備) , in relation to a company, means— (a) subject to subsection (2), the amount by which the company’s accumulated, unrealized profits, so far as
not previously utilized by capitalization, exceeds its accumulated, unrealized losses, so far as not previously
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written off in a reduction or reorganization of capital; or (b) any other reserve that the company is prohibited from distributing by an Ordinance (other than this Part) or
by its articles. (2) In paragraph (a) of the definition of undistributable reserves in subsection (1), a reference to capitalization
excludes a transfer of profits of the company to its capital redemption reserve on or after 1 September 1991. (3) In this Part—
(a) a reference to profits of any particular description is a reference to profits of that description made at any time; and
(b) a reference to losses of any particular description is a reference to losses of that description made at any time.
(4) For the purposes of this Part, any financial statements are referential financial statements if the distribution in question is made pursuant to determinations made by reference to financial items as stated in the financial statements under section 302.
Section: 291 Realized profits and losses L.N. 163 of 2013 03/03/2014
(1) In this Part, a reference to realized profits or realized losses of a company is a reference to those profits or losses of the company that are regarded as realized profits or realized losses for the purpose of any financial statements prepared by the directors in accordance with principles generally accepted, at the time when the financial statements are prepared, with respect to the determination for accounting purposes of realized profits or realized losses.
(2) Subsection (1) does not affect any specific provision (whether in an Ordinance or otherwise) under which profits or losses of any description are regarded as realized.
(3) If, after making all reasonable enquiries, a company’s directors are unable to determine whether or not a particular profit or loss made before 1 September 1991 is realized, they may treat the profit as realized, and the loss as unrealized, for the purposes of this Part.
Section: 292 Certain amount to be regarded as realized profit or loss L.N. 163 of 2013 03/03/2014
(1) For the purposes of this Part, a provision other than an amount specified in subsection (2) is to be regarded as a realized loss.
(2) The amount is one written off or retained by way of providing for a diminution in value of a fixed asset appearing on a revaluation of— (a) all of the company’s fixed assets; or (b) all of the company’s fixed assets other than goodwill.
(3) For the purposes of subsection (2), any consideration by the directors of the value at a particular time of a fixed asset is to be regarded as a revaluation of the asset if— (a) in the case of a listed company, the conditions specified in subsection (4)(a) and (b) are satisfied; or (b) in the case of any other company—
(i) where the referential financial statements are the financial statements specified in section 304, the conditions specified in subsection (4)(a) and (b) are satisfied; or
(ii) where the referential financial statements are the financial statements specified in section 305 or 306, the condition specified in subsection (4)(a) is satisfied.
(4) The conditions are— (a) that the directors are satisfied that the aggregate value at that time of the company’s fixed assets is not less
than the aggregate amount at which they are for the time being stated in the financial statements; and (b) that it is stated in a note to the referential financial statements that—
(i) the directors have considered the value of the company’s fixed assets without actually revaluing them;
(ii) the directors are satisfied that the aggregate value at the time of consideration of those assets is or was not less than the aggregate amount at which they are or were for the time being stated in the financial statements; and
(iii) accordingly, by virtue of this subsection, amounts are stated in the referential financial statements on
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the basis that a revaluation of the company’s fixed assets is to be regarded as having taken place at that time.
(5) For the purposes of this Part, if— (a) on the revaluation of a fixed asset, an unrealized profit is shown to have been made; and (b) on or after the revaluation, a sum is written off or retained for depreciation of the fixed asset over a period, the amount by which the sum exceeds the projected sum in relation to the depreciation of that asset over the period is to be regarded as a realized profit made over the period.
(6) In determining whether a company has made a profit or loss on an asset for the purposes of subsection (5), the value given to the asset in the earliest available record of its value made on or after its acquisition by the company is to be regarded as the cost of the asset if— (a) there is no record of the original cost of the asset; or (b) a record of the original cost of the asset cannot be obtained without unreasonable expense or delay.
(7) In subsection (5)— projected sum(預計款項), in relation to a depreciation of a fixed asset, means a sum that would have been written off
or retained for depreciation if the revaluation of the asset had not been made. (8) For the purposes of this section, an asset of a company is to be regarded as a fixed asset if it is intended for use
in the company’s activities, or otherwise to be held for the purpose of the company’s activities, on a continuing basis.
Section: 293 Certain amount relating to insurance company with long term business to be regarded as realized profit or loss
L.N. 163 of 2013 03/03/2014
(1) This section applies to a company that is an insurer and carries on long term business. (2) For the purposes of this Part—
(a) an amount properly transferred to the statement of comprehensive income of the company from a surplus in the fund maintained by it in respect of the long term business is to be regarded as a realized profit; and
(b) a deficit in that fund is to be regarded as a realized loss. (3) Subject to subsection (2), any profit or loss arising in the company’s long term business is to be disregarded for
the purposes of this Part. (4) In this section—
(a) a reference to a surplus in a fund maintained by a company is a reference to an excess of the assets representing the fund over the company’s liabilities attributable to its long term business, as shown by an actuarial investigation; and
(b) a reference to a deficit in such a fund is a reference to an excess of those liabilities over those assets, as shown by an actuarial investigation.
(5) In this section— actuarial investigation(精算調查) means an investigation—
(a) made under section 18 of the Insurance Companies Ordinance (Cap 41); or (b) made pursuant to a requirement imposed under section 32 of that Ordinance;
insurer(保險人) has the meaning given by section 2(1) and (2) of the Insurance Companies Ordinance (Cap 41); long term business(長期業務) has the meaning given by section 2(1) of the Insurance Companies Ordinance (Cap
41).
Section: 294 Distribution in kind: certain amount to be regarded as realized profit
L.N. 163 of 2013 03/03/2014
If a company makes a distribution consisting of or including a non-cash asset, and any part of the amount at which the asset is stated in the referential financial statements represents an unrealized profit, that part of that amount is to be regarded as a realized profit for the purpose of determining, before or after the distribution, the lawfulness of the distribution in accordance with this Part.
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Section: 295 Application of Part L.N. 163 of 2013 03/03/2014
(1) This Part applies in relation to a distribution made on or after the commencement date* of this Part, except a distribution specified in subsection (2).
(2) The excepted distribution is a distribution the amount of which would, had this Part applied in relation to the distribution, be determined under section 302 by reference to the financial items as stated in any financial statements for a financial year or period beginning before the commencement date* of this Part.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 296 Saving for other restraints on distribution L.N. 163 of 2013 03/03/2014
This Part does not affect any Ordinance or rule of law, or any provision of a company’s articles, restricting the sums out of which, or the cases in which, a distribution may be made.
Part: Division:
6 2
Prohibitions and Restrictions L.N. 163 of 2013 03/03/2014
Section: 297 Prohibition on certain distributions L.N. 163 of 2013 03/03/2014
(1) A company may only make a distribution out of profits available for distribution. (2) For the purposes of this section, a company’s profits available for distribution are its accumulated, realized
profits, so far as not previously utilized by distribution or capitalization, less its accumulated, realized losses, so far as not previously written off in a reduction or reorganization of capital.
Section: 298 Listed company may only make certain distributions L.N. 163 of 2013 03/03/2014
(1) A listed company may only make a distribution— (a) if the amount of its net assets is not less than the aggregate of its called up share capital and undistributable
reserves; and (b) if, and to the extent that, the distribution does not reduce the amount of those assets to an amount less than
that aggregate. (2) A listed company must not include any uncalled share capital as an asset for the purpose of determining the
amount of its net assets under this section.
Section: 299 Restriction on application of unrealized profits L.N. 163 of 2013 03/03/2014
A company must not apply an unrealized profit in paying up debentures or in paying up any amount unpaid on its issued shares.
Section: 300 Financial Secretary may modify or exempt provisions in relation to investment company
L.N. 163 of 2013 03/03/2014
(1) On application by an investment company, the Financial Secretary may— (a) modify, in relation to the company, any of the prohibitions or restrictions in section 297, 298 or 299; or (b) exempt the company from any of such prohibitions or restrictions.
(2) The Financial Secretary may make a modification or exemption under subsection (1) subject to any terms and conditions that the Financial Secretary thinks fit.
(3) In this section— investment company(投資公司) means a listed company whose principal business consists of investing its funds in
securities, land or other assets with the aim of—
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(a) spreading investment risk; and (b) giving its members the benefit of the results of the management of the assets.
Section: 301 Consequences of unlawful distribution L.N. 163 of 2013 03/03/2014
(1) This section applies if— (a) a company makes a distribution, or part of a distribution, to one of its members in contravention of—
(i) section 297, 298 or 299; or (ii) a prohibition or restriction in that section as modified under section 300; and
(b) at the time of the distribution, the member knows or has reasonable grounds for believing that the distribution, or that part of the distribution (as the case may be) is made in contravention of that section or modified prohibition or restriction.
(2) If the distribution is made in cash, the member is liable to repay the distribution, or that part of the distribution (as the case may be) to the company.
(3) If the distribution is made otherwise than in cash, the member is liable to pay to the company a sum equal to the value of the distribution or that part of the distribution (as the case may be) at the time of the distribution.
(4) This section does not affect any obligation otherwise imposed on a member of a company to repay a distribution unlawfully made to the member.
(5) This section does not apply in relation to— (a) any payment made by a company in respect of the redemption or buy-back by the company of shares in
itself; or (b) any financial assistance given by a company in contravention of section 275.
Part: Division:
6 3
Provisions Supplementary to Division 2 L.N. 163 of 2013 03/03/2014
Section: 302 Justification of distribution by reference to financial statements
L.N. 163 of 2013 03/03/2014
The amount of a distribution that may be made without contravening section 297, 298 or 299, or a prohibition or restriction in that section as modified under section 300, is to be determined by reference to the financial items as stated in the financial statements specified in Division 4.
Section: 303 Successive distributions L.N. 163 of 2013 03/03/2014
(1) This section applies if— (a) a company proposes to make a distribution pursuant to determinations made by reference to financial items
as stated in any financial statements; and (b) the company—
(i) has made one or more prior distributions pursuant to determinations made by reference to financial items as stated in the financial statements; or
(ii) since the financial statements were prepared, has given financial assistance specified in subsection or has made a payment specified in subsection (4).
(2) Section 302 applies for the purpose of determining the amount of the proposed distribution that may be made without contravening section 297, 298 or 299, or a prohibition or restriction in that section as modified under section 300, as if the amount of the proposed distribution were increased by the amount of the prior distributions, financial assistance and other payments.
(3) The financial assistance is— (a) financial assistance that is given by the company out of its distributable profits; or (b) financial assistance—
(i) that is given by the company in contravention of Division 5 of Part 5; and (ii) the giving of which reduces the company’s net assets or increases its net liabilities.
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(4) The payment is— (a) a payment made by the company in respect of the buy-back by the company of shares in itself (except a
payment lawfully made otherwise than out of distributable profits); or (b) a payment made by the company of any description specified in section 257(5) (except a payment lawfully
made otherwise than out of distributable profits). (5) In this section— liabilities(負債) has the meaning given by section 274(1); net assets(淨資產), in relation to a company that gives any financial assistance, means the amount by which the
aggregate of the company’s assets exceeds the aggregate of its liabilities (taking the amount of both assets and liabilities to be as stated in the company’s accounting records immediately before the financial assistance is given);
net liabilities(淨負債), in relation to a company that gives any financial assistance, means the amount by which the aggregate of the company’s liabilities exceeds the aggregate of its assets (taking the amount of both assets and liabilities to be as stated in the company’s accounting records immediately before the financial assistance is given).
Part: Division:
6 4
Specified Financial Statements L.N. 163 of 2013 03/03/2014
Section: 304 Last annual financial statements specified for purposes of section 302
L.N. 163 of 2013 03/03/2014
(1) Subject to sections 305 and 306, the financial statements specified for the purposes of section 302 are the financial statements prepared by the directors for the previous financial year, in relation to which subsections (2), (3), (4), (5) and (6) are complied with.
(2) The financial statements must— (a) have been laid before the company in general meeting under section 429(1); or (b) have been sent to every member under section 430(3).
(3) The financial statements must— (a) have been properly prepared in accordance with Subdivision 3 of Division 4 of Part 9; or (b) have been properly prepared in accordance with Subdivision 3 of Division 4 of Part 9, except only in
relation to the matters that are not material for the purpose specified in subsection (8). (4) The company’s auditor must have prepared a report on the financial statements under section 405. (5) If, in the auditor’s report, the auditor has not given an unqualified opinion to the effect that the financial
statements have been properly prepared in compliance with this Ordinance, the auditor must have given a written statement as to whether, in the auditor’s opinion, the matter in respect of which the report is qualified is material for the purpose specified in subsection (8).
(6) A written statement under subsection (5)— (a) may be made at the time of the report or subsequently; and (b) must be laid before the company in general meeting or sent to every member to whom the auditor’s report
is sent under section 430(3). (7) A written statement under subsection (5) is sufficient for the purpose of a distribution to which it relates and that
has been proposed. If such a written statement relates to distributions of any particular description, the statement is also sufficient for the purpose of a distribution included in those distributions, even though the distribution has not been proposed at the time of the statement.
(8) The purpose specified for subsections (3) and (5) is the purpose of determining, by reference to the financial items as stated in the financial statements, whether the distribution would be made in contravention of section 297, 298 or 299, or a prohibition or restriction in that section as modified under section 300.
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Section: 305 Interim financial statements specified for purposes of section 302
L.N. 163 of 2013 03/03/2014
(1) This section applies where the distribution would be made in contravention of section 297, 298 or 299, or a prohibition or restriction in that section as modified under section 300, if the amount of distribution that may be made were determined by reference to the financial items as stated in the financial statements specified in section 304.
(2) The financial statements specified for the purposes of section 302 are the company’s financial statements— (a) in the case of a listed company—
(i) that is necessary to enable a reasonable judgement to be made as to the amounts of the financial items; and
(ii) in relation to which subsections (3), (5) and (6) are complied with; or (b) in the case of any other company, that is necessary to enable a reasonable judgement to be made as to the
amounts of the financial items. (3) Subject to subsection (4), the financial statements must—
(a) have been properly prepared in accordance with Subdivision 3 of Division 4 of Part 9; or (b) have been properly prepared in accordance with Subdivision 3 of Division 4 of Part 9, except only in
relation to the matters that are not material for the purpose of determining, by reference to the financial items as stated in the financial statements, whether the distribution would be made in contravention of section 297, 298 or 299, or a prohibition or restriction in that section as modified under section 300.
(4) The requirement under subsection (3) for any financial statements to be properly prepared in accordance with Subdivision 3 of Division 4 of Part 9 has effect subject to any modification that is necessary for applying that requirement to the financial statements prepared otherwise than for a financial year.
(5) A statement of financial position that forms part of the financial statements— (a) must be approved by the directors; (b) must be signed by 2 directors on the directors’ behalf; and (c) must state the name of the directors who signed the statement on the directors’ behalf.
(6) A copy of the financial statements must have been delivered to the Registrar for registration.
Section: 306 Initial financial statements specified for purposes of section 302
L.N. 163 of 2013 03/03/2014
(1) If the distribution is proposed to be declared before any financial statements are laid before the company in general meeting under section 429(1) or sent to every member under section 430(3), the financial statements specified for the purposes of section 302 are the company’s financial statements— (a) in the case of a listed company—
(i) that are necessary to enable a reasonable judgement to be made as to the amounts of the financial items; and
(ii) in relation to which subsections (2), (4), (5), (6) and (7) are complied with; or (b) in the case of any other company, that are necessary to enable a reasonable judgement to be made as to the
amounts of the financial items. (2) Subject to subsection (3), the financial statements must—
(a) have been properly prepared in accordance with Subdivision 3 of Division 4 of Part 9; or (b) have been properly prepared in accordance with Subdivision 3 of Division 4 of Part 9, except only in
relation to the matters that are not material for the purpose specified in subsection (8). (3) The requirement under subsection (2) for any financial statements to be properly prepared in accordance with
Subdivision 3 of Division 4 of Part 9 has effect subject to any modification that is necessary for applying that requirement to any financial statements prepared otherwise than for a financial year.
(4) A statement of financial position that forms part of the financial statements— (a) must be approved by the directors; (b) must be signed by 2 directors on the directors’ behalf; and (c) must state the name of the directors who signed the statement on the directors’ behalf.
(5) The company’s auditor must have prepared a report on the financial statements stating whether, in the
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auditor’s opinion, the financial statements satisfy subsection (2)(a). (6) If, in the auditor’s report, the auditor has not given an unqualified opinion to the effect that the financial
statements satisfy subsection (2)(a), the auditor must have given a written statement as to whether, in the auditor’s opinion, the matter in respect of which the report is qualified is material for the purpose specified in subsection (8).
(7) A copy of the financial statements, of the auditor’s report of the financial statements, and of any written statement under subsection (6), must have been delivered to the Registrar for registration.
(8) The purpose specified for subsections (2) and (6) is the purpose of determining, by reference to the financial items as stated in the financial statements, whether the distribution would be made in contravention of section 297, 298 or 299, or a prohibition or restriction in that section as modified under section 300.
Part: 7 Debentures L.N. 163 of 2013 03/03/2014
(*Format changes—E.R. 1 of 2013) ____________________________________________________________________________ Note: * The format of Part 7 has been updated to the current legislative styles.
Part: Division:
7 1
Preliminary L.N. 163 of 2013 03/03/2014
Section: 307 Interpretation L.N. 163 of 2013 03/03/2014
In this Part— branch register (登記支冊) means a branch register kept under section 312; debenture (債權證) , in relation to a company—
(a) includes bonds and any other debt securities of the company, whether or not constituting a charge on the assets of the company; and
(b) except in sections 308, 311(2)(a), 312 and 331(1)(a) and Divisions 3 and 4, includes debenture stock; register of debenture holders (債權證持有人登記冊) means a register kept under section 308.
Part: Division:
7 2
Register of Debenture Holders L.N. 163 of 2013 03/03/2014
Section: 308 Register of debenture holders L.N. 163 of 2013 03/03/2014
(1) If a company issues a series of debentures, or any debenture stock, that are not transferable by delivery, the company must keep in the English or Chinese language a register of the holders of the debentures or debenture stock.
(2) A company must enter in the register of debenture holders— (a) the name and address of each holder of debentures or debenture stock; (b) the amount of debentures or debenture stock held by each holder; (c) the date on which each person is entered in the register as a holder of debentures or debenture stock; and (d) the date on which any person ceases to be a holder of debentures or debenture stock.
(3) If a company contravenes subsection (1) or (2), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Section: 309 Place where register must be kept L.N. 163 of 2013 03/03/2014
(1) A company must keep its register of debenture holders at—
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(a) the company’s registered office; or (b) a place prescribed by regulations made under section 657.
(2) A company must notify the Registrar of the place at which the register of debenture holders is kept. The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the register is first kept at that place.
(3) A company must notify the Registrar of any change (other than a change of the address of the company’s registered office) in the place at which the register of debenture holders is kept. The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the change.
(4) Subsection (2) does not require a company to notify the Registrar of the place at which the register of debenture holders is kept— (a) if, in the case of a register that came into existence on or after the commencement date* of this Division, it
has at all times been kept at the company’s registered office; or (b) if—
(i) immediately before that commencement date*, the company kept a register for the purposes of section 74A of the predecessor Ordinance; and
(ii) on and after that commencement date*, that register is kept as a register of debenture holders for the purposes of section 308(1) at the place at which it was kept immediately before that commencement date*.
(5) If a company contravenes subsection (1), (2) or (3), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 310 Right to inspect and request copy L.N. 163 of 2013 03/03/2014
(1) A member of a company is entitled, on request made in the prescribed manner and without charge, to inspect the register of debenture holders of the company in accordance with regulations made under section 657.
(2) A person who is registered in the register as a debenture holder of the company is entitled, on request made in the prescribed manner and without charge, to inspect the register in accordance with regulations made under section 657.
(3) Any other person is entitled, on request made in the prescribed manner and on payment of a prescribed fee, to inspect the register in accordance with regulations made under section 657.
(4) A person is entitled, on request and on payment of a prescribed fee, to be provided with a copy of the register of debenture holders of a company, or any part of it, in accordance with regulations made under section 657.
(5) A debenture holder of a company or the trustee for all debenture holders of a company is entitled, on request and on payment of a prescribed fee, to be provided with a copy of any trust deed or any other document securing the issue of the debentures in accordance with regulations made under section 657.
(6) In this section— prescribed(訂明) means prescribed by regulations made under section 657.
Section: 311 Power to close register of debenture holders L.N. 163 of 2013 03/03/2014
(1) A company may, on giving notice in accordance with subsection (2), close its register of debenture holders, or any part of it, for any period or periods not exceeding in the whole 30 days in each year.
(2) A notice for the purposes of subsection (1)— (a) in the case of a company having any of the debentures or debenture stock mentioned in section 308(1) listed
on a recognized stock market, must be given— (i) in accordance with the listing rules applicable to the stock market; or (ii) by advertisement in a newspaper circulating generally in Hong Kong; and
(b) in the case of any other company, must be given by advertisement in a newspaper circulating generally in Hong Kong.
(3) The period of 30 days mentioned in subsection (1) may be extended in respect of any year by a resolution passed
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in that year by a majority in value of the debenture holders present in person or, if proxies are permitted, by proxy at a meeting summoned for the purpose or otherwise in accordance with the trust deed or any other document securing the issue of the debentures.
(4) The period of 30 days mentioned in subsection (1) must not be extended for a further period or periods exceeding 30 days in the whole in any year.
(5) A company must, on demand, provide any person seeking to inspect a register or part of a register that is closed under this section with a certificate signed by the company secretary of the company stating the period for which, and by whose authority, it is closed.
(6) If a company contravenes subsection (5), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.
Section: 312 Branch register of debenture holders L.N. 163 of 2013 03/03/2014
(1) If a company issues in a place outside Hong Kong a series of debentures, or any debenture stock, that are not transferable by delivery, the company may, if it is authorized to do so by its articles, cause to be kept there a branch register of the holders of the debentures or debenture stock who are resident there.
(2) A company that begins to keep a branch register must deliver to the Registrar for registration a notice in the specified form within 15 days after doing so, stating the address where the branch register is kept.
(3) A company that keeps a branch register must deliver to the Registrar for registration a notice in the specified form of any change in the address where the branch register is kept, within 15 days after the change.
(4) If a company contravenes subsection (2) or (3), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Section: 313 Keeping of branch register L.N. 163 of 2013 03/03/2014
(1) A branch register must be kept in the same manner in which the company’s register of debenture holders (the principal register) is by this Ordinance required to be kept.
(2) A company that keeps a branch register may close it in the same manner in which the principal register may be closed under section 311 except that the advertisement mentioned in that section must be inserted in a newspaper circulating generally in the place in which the branch register is kept.
(3) A company that keeps a branch register— (a) must cause a duplicate of it to be kept at the place at which the company’s principal register is kept; and (b) must, within 15 days after an entry is made in the branch register—
(i) transmit a copy of the entry to its registered office; and (ii) update the duplicate of the branch register.
(4) A duplicate of a branch register is to be regarded for all the purposes of this Ordinance as part of the principal register.
(5) Subject to the provisions of this Ordinance, a company may by its articles make any provision that it thinks fit respecting the keeping of branch registers.
(6) If a company contravenes subsection (3), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Section: 314 Transactions in debentures registered in branch register L.N. 163 of 2013 03/03/2014
(1) The debentures registered in a branch register of a company must be distinguished from those registered in the company’s register of debenture holders.
(2) No transaction with respect to any debentures registered in a branch register may, during the continuance of that registration, be registered in any other register.
Section: 315 Discontinuance of branch register L.N. 163 of 2013 03/03/2014
(1) A company may discontinue a branch register.
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(2) If a company discontinues a branch register, all the entries in that register must be transferred to— (a) some other branch register kept in the same place outside Hong Kong by the company; or (b) the company’s register of debenture holders.
(3) If a company discontinues a branch register, it must, within 15 days after the discontinuance, deliver to the Registrar for registration a notice in the specified form informing the Registrar of— (a) the discontinuance; and (b) the register to which the entries have been transferred.
(4) If a company contravenes subsection (3), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Part: Division:
7 3
Allotment of Debentures or Debenture Stock L.N. 163 of 2013 03/03/2014
Section: 316 Return of allotment L.N. 163 of 2013 03/03/2014
(1) Within one month after an allotment of debentures or debenture stock, a company must deliver to the Registrar for registration a return of the allotment that complies with subsection (2).
(2) A return— (a) must be in the specified form; and (b) must state—
(i) the amount of debentures or debenture stock allotted; (ii) the name and address of each allottee; (iii) the date of allotment of debentures or debenture stock; and (iv) the date of redemption of debentures or debenture stock.
(3) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
(4) If a company fails to deliver a return that complies with subsection (2) within one month after an allotment of debentures or debenture stock, the Court may, on application by the company or a responsible person of the company, extend the period for delivery of the return by a period determined by the Court.
(5) The Court may extend a period under subsection (4) only if it is satisfied— (a) that failure to deliver the return was accidental or due to inadvertence; or (b) that it is just and equitable to extend the period.
(6) If the Court extends the period for delivery of a return, any liability already incurred by the company or a responsible person of the company for an offence under subsection (3) is extinguished and subsection (1) has effect as if the reference to one month were a reference to the extended period.
Section: 317 Registration of allotment L.N. 163 of 2013 03/03/2014
(1) A company must register an allotment of debentures or debenture stock as soon as practicable and in any event within 2 months after the date of the allotment, by entering in its register of debenture holders the information mentioned in section 308(2).
(2) If a company fails to register an allotment of debentures or debenture stock within 2 months after the date of the allotment, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Section: 318 Issue of debenture or certificate for debenture stock on allotment
L.N. 163 of 2013 03/03/2014
(1) Within 2 months after an allotment of debentures or debenture stock, a company must— (a) in the case of an allotment of debentures, complete the debentures and have them ready for delivery; or
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(b) in the case of an allotment of debenture stock, complete the certificates for the debenture stock and have them ready for delivery.
(2) Subsection (1) does not apply if the conditions of allotment of the debentures or debenture stock provide otherwise.
(3) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Section: 319 Court order for delivery of debenture or certificate for debenture stock
L.N. 163 of 2013 03/03/2014
(1) If a company contravenes section 318 in relation to an allotment of debentures or debenture stock, a person entitled to the debentures or certificates for the debenture stock may serve a notice on the company requiring it to deliver the debentures or certificates to the person within 10 days.
(2) If a company on which a notice has been served under subsection (1) does not deliver the debentures or certificates within 10 days after service of the notice, the person may apply to the Court for an order under subsection (3).
(3) On an application under subsection (2), the Court may make an order directing the company and any officer of the company to deliver the debentures or certificates to the person within the period specified in the order.
(4) The order may provide that all costs of and incidental to the application are to be borne by the company or by an officer of the company responsible for the contravention.
Part: Division:
7 4
Transfer of Debentures or Debenture Stock L.N. 163 of 2013 03/03/2014
Section: 320 Requirement for instrument of transfer L.N. 163 of 2013 03/03/2014
(1) A company must not register a transfer of debentures or debenture stock of the company unless a proper instrument of transfer has been delivered to the company.
(2) Subsection (1) does not affect any power of a company to register as a debenture holder a person to whom the right to debentures or debenture stock has been transmitted by operation of law.
Section: 321 Registration of transfer or refusal of registration L.N. 163 of 2013 03/03/2014
(1) The transferee or transferor of debentures or debenture stock of a company may lodge the transfer with the company.
(2) Within 2 months after the transfer is lodged, the company must either— (a) register the transfer; or (b) send the transferee and the transferor notice of refusal to register the transfer.
(3) If a company contravenes subsection (2), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Section: 322 Certification of transfer L.N. 163 of 2013 03/03/2014
(1) The certification by a company of an instrument of transfer of any debentures or debenture stock of the company — (a) is a representation by the company to any person acting on the faith of the certification that documents have
been produced to the company that evidence title to the debentures or debenture stock in the transferor named in the instrument; and
(b) is not a representation that the transferor has any title to the debentures or debenture stock. (2) If a person acts on the faith of a false certification by a company made negligently, the company is under the
same liability to the person as if the certification had been made fraudulently.
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(3) For the purposes of this section, an instrument of transfer is certified by a company if it bears— (a) the words “certificate lodged”, or words to the same effect, in English or Chinese; and (b) under or adjacent to those words, the signature or initials of a person having the actual or apparent authority
to certify transfers on behalf of the company. (4) Unless the contrary is proved, a signature or initials appearing on an instrument of transfer as mentioned in
subsection (3)(b) must be regarded— (a) as the signature or initials of the person whose signature or initials they purport to be; and (b) as having been placed on the instrument by that person or by another person who has the actual or apparent
authority to use the signature or initials for the purpose of certifying transfers on behalf of the company.
Section: 323 Issue of debenture or certificate for debenture stock on transfer
L.N. 163 of 2013 03/03/2014
(1) Within the period specified in subsection (2), a company must— (a) in the case of a transfer of debentures, complete the debentures and have them ready for delivery; or (b) in the case of a transfer of debenture stock, complete the certificates for the debenture stock and have them
ready for delivery. (2) The period is—
(a) for a private company, 2 months after the day on which the transfer is lodged with the company; (b) for any other company, 10 business days after the day on which the transfer is lodged with the company.
(3) Subsection (1) does not apply to a transfer if— (a) the conditions of issue of the debentures or debenture stock provide otherwise; (b) stamp duty has not been paid in respect of the transfer; (c) the transfer is invalid; or (d) the company, being entitled to do so, refuses to register the transfer.
(4) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
(5) In this section— business day(營業日) means a day on which a recognized stock market is open for the business of dealing in
securities.
Section: 324 Court order for delivery of debenture or certificate for debenture stock
L.N. 163 of 2013 03/03/2014
(1) If a company contravenes section 323 in relation to a transfer of debentures or debenture stock, a person entitled to the debentures or certificates for the debenture stock may serve a notice on the company requiring it to deliver the debentures or certificates to the person within 10 days.
(2) If a company on which a notice has been served under subsection (1) does not deliver the debentures or certificates within 10 days after service of the notice, the person may apply to the Court for an order under subsection (3).
(3) On an application under subsection (2), the Court may make an order directing the company and any officer of the company to deliver the debentures or certificates to the person within the period specified in the order.
(4) The order may provide that all costs of and incidental to the application are to be borne by the company or by an officer of the company responsible for the contravention.
Part: Division:
7 5
Miscellaneous Provisions L.N. 163 of 2013 03/03/2014
Section: 325 Evidence of grant of probate etc. L.N. 163 of 2013 03/03/2014
For the purposes of a transfer of debentures or transmission of the right to debentures, a company must accept as
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sufficient evidence of the grant of probate of the will or letters of administration of a deceased person the production to the company of a document that is by law sufficient evidence of that grant.
Section: 326 Form of register of holders of debentures kept under instrument made by company
L.N. 163 of 2013 03/03/2014
(1) This section applies to a register of holders of debentures that is required to be kept under an instrument made by a company.
(2) If a provision of the instrument requires the register to be kept in a legible form, the provision is to be construed as requiring the register to be kept either— (a) in a legible form; or (b) in a non-legible form capable of being reproduced in a legible form.
Section: 327 Perpetual debentures L.N. 163 of 2013 03/03/2014
(1) Despite any rule of equity to the contrary, a condition contained in any debentures, or in a deed securing the issue of any debentures, is not invalid only because the debentures are, by the condition, made— (a) irredeemable; (b) redeemable only on the happening of a contingency (however remote); or (c) redeemable only on the expiration of a period of time (however long).
(2) Subsection (1) applies to debentures whenever issued and to deeds whenever executed.
Section: 328 Power to reissue redeemed debentures L.N. 163 of 2013 03/03/2014
(1) This section applies if a company has, whether before, on or after the commencement date* of this section, redeemed any debentures previously issued.
(2) A company has, and is to be regarded as always having had, the power to reissue redeemed debentures, either by reissuing the same debentures or by issuing new debentures in their place, unless— (a) a provision to the contrary (express or implied) is contained in the company’s articles or any contract
made by the company; or (b) the company has, by passing a resolution to that effect or by any other act, manifested its intention that the
debentures are to be cancelled. (3) On a reissue of any redeemed debentures, a person entitled to the debentures has, and is to be regarded as always
having had, the same priorities as if the debentures had never been redeemed. (4) A reissue of redeemed debentures, whether before, on or after the commencement date* of this section—
(a) is to be regarded as an issue of new debentures for the purposes of stamp duty; and (b) is not to be regarded as an issue of new debentures for the purposes of any provision limiting the amount or
number of debentures to be issued. (5) A person lending money on the security of any debentures reissued under this section that appear to be stamped
may give the debentures in evidence in any proceedings for enforcing the person’s security. (6) If a person gives the debentures in evidence in any proceedings for enforcing the person’s security under
subsection (5), the stamp duty and penalty payable under the Stamp Duty Ordinance (Cap 117) in respect of the reissue of the debentures are to be paid by the company.
(7) Subsections (5) and (6) do not apply if the person had notice or, but for the person’s negligence, might have discovered that the debentures were not stamped.
(8) If any debentures redeemed before 1 July 1933 are reissued on or after that date, the reissue does not prejudice, and is to be regarded as never having prejudiced, any right or priority that a person would have had under or by virtue of any mortgage or charge created before that date.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
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Section: 329 Deposit of debentures to secure advances L.N. 163 of 2013 03/03/2014
If a company has, whether before, on or after the commencement date* of this section, deposited any of its debentures to secure advances from time to time on current account or otherwise, the debentures are not to be regarded as having been redeemed only because the account of the company has ceased to be in debit while the debentures remained so deposited. ___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 330 Specific performance of contracts to subscribe for debentures
L.N. 163 of 2013 03/03/2014
A contract with a company to take up and pay for any debentures of the company may be enforced by an order for specific performance.
Section: 331 Court may order meeting of debenture holders L.N. 163 of 2013 03/03/2014
(1) This section applies to any person who holds— (a) any debentures that form part of a series issued by a company and rank equally with the other debentures of
that series; or (b) any debenture stock of a company.
(2) If a person to whom this section applies, either alone or jointly with any other such person, holds at least the specified percentage of the value of the company’s debentures, the person may apply to the Court for a meeting of the company’s debenture holders to be held to give directions to the trustee for the debenture holders.
(3) Subsection (2) may be excluded by the debentures, or the trust deeds or other documents securing the issue of the debentures.
(4) In this section— specified percentage(指明百分比) means—
(a) 10%; or (b) the higher percentage that may be provided for in the debentures, or the trust deeds or other documents
securing the issue of the debentures.
Section: 332 Liability of trustees for debenture holders L.N. 163 of 2013 03/03/2014
(1) A provision contained in— (a) a trust deed securing an issue of debentures; or (b) a contract with the holders of debentures secured by a trust deed, is void to the extent that it would exempt a trustee of the trust deed from, or indemnify the trustee against, liability for breach of trust for the trustee’s failure to show the degree of care and diligence required of the trustee as a trustee, having regard to the provisions of the trust deed conferring on the trustee any powers, authorities or discretions.
(2) Subsection (1) does not— (a) invalidate a release otherwise validly given in respect of anything done, or omitted to be done, by a trustee
before the giving of the release; (b) invalidate any provision enabling such a release to be given—
(i) on being agreed to by a majority of at least 75% in value of the debenture holders present and voting in person or, if proxies are permitted, by proxy at a meeting summoned for the purpose; and
(ii) either with respect to specific acts or omissions or on the trustee dying or ceasing to act; (c) invalidate any provision in force on 31 August 1984 so long as any person who is then entitled to the
benefit of the provision, or who is afterwards given the benefit of the provision under subsection (3), remains a trustee of the trust deed; or
(d) deprive any person of any exemption or right to be indemnified in respect of anything done, or omitted to
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be done, by the person while any provision mentioned in paragraph (c) was in force. (3) While a trustee of a trust deed remains entitled to the benefit of a provision saved by subsection (2)(c) or (d), the
benefit may be given, in accordance with subsection (4), to— (a) all present and future trustees of the trust deed; or (b) any named trustees or proposed trustees of the trust deed.
(4) The benefit is to be given by a resolution passed by a majority of at least 75% in value of the debenture holders present in person or, if proxies are permitted, by proxy at a meeting summoned for the purpose— (a) in accordance with the provisions of the trust deed; or (b) if the trust deed makes no provision for summoning meetings, in a manner approved by the Court.
Part: 8 Registration of Charges L.N. 163 of 2013 03/03/2014
(*Format changes—E.R. 1 of 2013) ____________________________________________________________________________ Note: * The format of Part 8 has been updated to the current legislative styles.
Part: Division:
8 1
Preliminary L.N. 163 of 2013 03/03/2014
Section: 333 Interpretation L.N. 163 of 2013 03/03/2014
(1) In this Part— charge (押記) includes mortgage; manager (經理人) excludes a special manager of the estate or business of a company or registered non-Hong Kong
company appointed under section 216 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32).
(2) For the purposes of this Part— (a) if a ship or aircraft of a registered non-Hong Kong company is registered in Hong Kong, it is to be regarded
as property in Hong Kong of the company even though it is physically located outside Hong Kong; and (b) if a ship or aircraft of a registered non-Hong Kong company is registered in a place outside Hong Kong, it is
to be regarded as property outside Hong Kong of the company even though it is physically located in Hong Kong.
(3) In Divisions 2 and 4, a reference to a person interested in a charge excludes the company or registered non-Hong Kong company creating the charge.
(4) For the purposes of Divisions 2 and 3, a copy of an instrument in relation to a charge delivered for registration is a certified copy if it is certified as a true copy— (a) by—
(i) a director or company secretary of the company or registered non-Hong Kong company delivering the copy for registration; or
(ii) a person authorized by that company or registered non-Hong Kong company for the purpose; or (b) by—
(i) any other person interested in the charge; or (ii) in the case of—
(A) an interested person who is a natural person, a person authorized by the interested person for the purpose; or
(B) an interested person that is a body corporate, a person authorized by the interested person for the purpose, or a director or company secretary of the interested person.
(5) In Division 6, a reference to the charged property of a registered non-Hong Kong company is a reference to— (a) the property in Hong Kong of the company and subject to a charge created by the company, except property
that was not in Hong Kong when the charge was created; or (b) the property in Hong Kong of the company and subject to a charge that subsisted when the property was
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acquired by the company, except property that was not in Hong Kong when it was so acquired.
Part: Division:
8 2
Obligation to Register Specified Charges after Creation L.N. 163 of 2013 03/03/2014
Section: 334 Specified charge L.N. 163 of 2013 03/03/2014
(1) In this Division, a reference to a specified charge is a reference to any of the following charges created on or after the commencement date* of this section— (a) a charge on uncalled share capital of the company; (b) a charge created or evidenced by an instrument that, if executed by a natural person, would require
registration as a bill of sale; (c) a charge on land (wherever situate) or any interest in land, except a charge for any rent or other periodical
sum issuing out of land; (d) a charge on book debts of the company; (e) a charge on calls made but not paid; (f) a charge on instalments due, but not paid, on the issue price of shares; (g) a charge on a ship or any share in a ship; (h) a charge on an aircraft or any share in an aircraft; (i) a charge on—
(i) goodwill; (ii) a patent or a licence under a patent; (iii) a trademark; or (iv) a copyright or a licence under a copyright;
(j) a floating charge on the company’s undertaking or property. (2) For the purposes of subsection (1)(c), the holding of debentures entitling the holder to a charge on land is not to
be regarded as an interest in the land. (3) For the purposes of subsection (1)(d)—
(a) the deposit by way of security of a negotiable instrument given to secure the payment of book debts is not to be regarded as a charge on those book debts; and
(b) if a company maintains a deposit of money with another person (whether the money is deposited by the company or by any other person for the company’s benefit), a charge on the company’s right to repayment of the money is not to be regarded as a charge on book debts of the company.
(4) For the purposes of subsection (1)(d) and (j), if a company charters a ship from a shipowner, the shipowner’s lien on the subfreights for amounts due under the charter is not to be regarded as a charge on book debts of the company or as a floating charge on the company’s undertaking or property.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 335 Company must register specified charge created by it L.N. 163 of 2013 03/03/2014
(1) A company must deliver a statement of the particulars of every specified charge created by the company, together with a certified copy of the instrument (if any) creating or evidencing the charge, to the Registrar for registration within the registration period specified in subsection (5)(a).
(2) Where— (a) a specified charge created by a company—
(i) is given in a debenture forming part of a series by reference to any other instrument containing the charge (whether or not also contained in the debenture); or
(ii) is contained in a debenture forming part of a series (but not given in the debenture by reference to any other instrument); and
(b) every holder of the debentures of the series is entitled equally to the benefit of the charge, the company is to be regarded as having complied with subsection (1) in relation to the specified charge if the
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company delivers a statement of the particulars of the charge, together with a certified copy of an instrument specified in subsection (4), to the Registrar for registration within the registration period specified in subsection (5)(b).
(3) A person interested in a specified charge— (a) may deliver a statement of the particulars of the charge, together with a certified copy of the instrument (if
any) creating or evidencing the charge, to the Registrar for registration within the registration period specified in subsection (5)(a); or
(b) may, in the case of subsection (2), deliver a statement of the particulars of the charge, together with a certified copy of an instrument specified in subsection (4), to the Registrar for registration within the registration period specified in subsection (5)(b).
(4) The instrument is— (a) for the purposes of subsection (2)(a)(i), the instrument by reference to which the specified charge is given;
or (b) for the purposes of subsection (2)(a)(ii), any one debenture of the series.
(5) The registration period is— (a) for the purposes of subsection (1) or (3)(a)—
(i) one month after the date on which the specified charge is created; or (ii) where the specified charge is created outside Hong Kong and comprising property situate outside
Hong Kong, one month after the date on which a certified copy of the instrument creating or evidencing that charge could, if despatched with due diligence, have been received in Hong Kong in due course of post; and
(b) for the purposes of subsection (2) or (3)(b)— (i) one month after the execution of the instrument by reference to which the specified charge is given or
if there is no such instrument, one month after the execution of the first debenture of the series; or (ii) where the specified charge is created outside Hong Kong and comprising property situate outside
Hong Kong, one month after the date on which a certified copy of the specified instrument could, if despatched with due diligence, have been received in Hong Kong in due course of post.
(6) A statement of the particulars of a specified charge— (a) must be in the specified form; and (b) must be accompanied by the prescribed fee.
(7) If a person interested in a specified charge pays to the Registrar any prescribed fee for the registration of a statement of the particulars of the charge, the fee is recoverable from the company creating the charge.
(8) If a specified charge is created in Hong Kong and comprises property situate outside Hong Kong, a certified copy of the instrument creating or purporting to create the charge may be delivered to the Registrar for registration under subsection (1), (2) or (3) even though further proceedings may be necessary to make that charge valid or effectual according to the law of the place in which the property is situate.
Section: 336 Registered non-Hong Kong company must register specified charge created by it
L.N. 163 of 2013 03/03/2014
(1) A registered non-Hong Kong company must deliver a statement of the particulars of every specified charge created by the company on property in Hong Kong of the company, together with a certified copy of the instrument (if any) creating or evidencing the charge, to the Registrar for registration within the registration period specified in subsection (6)(a).
(2) Where— (a) a specified charge created by a registered non-Hong Kong company on property in Hong Kong of the
company— (i) is given in a debenture forming part of a series by reference to any other instrument containing the
charge (whether or not also contained in the debenture); or (ii) is contained in a debenture forming part of a series (but not given in the debenture by reference to any
other instrument); and (b) every holder of the debentures of the series is entitled equally to the benefit of the charge, the company is to be regarded as having complied with subsection (1) in relation to the specified charge if the company delivers a statement of the particulars of the charge, together with a certified copy of an instrument
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specified in subsection (4), to the Registrar for registration within the registration period specified in subsection (6)(b).
(3) A person interested in a specified charge— (a) may deliver a statement of the particulars of the charge, together with a certified copy of the instrument (if
any) creating or evidencing the charge, to the Registrar for registration within the registration period specified in subsection (6)(a); or
(b) may, in the case of subsection (2), deliver a statement of the particulars of the charge, together with a certified copy of an instrument specified in subsection (4), to the Registrar for registration within the registration period specified in subsection (6)(b).
(4) The instrument is— (a) for the purposes of subsection (2)(a)(i), the instrument by reference to which the specified charge is given;
or (b) for the purposes of subsection (2)(a)(ii), any one debenture of the series.
(5) Subsections (1) and (2) do not apply to a charge on property if the property was not in Hong Kong when the charge was created by the registered non-Hong Kong company.
(6) The registration period is— (a) for the purposes of subsection (1) or (3)(a), one month after the date on which the specified charge is
created; and (b) for the purposes of subsection (2) or (3)(b)—
(i) one month after the execution of the instrument by reference to which the specified charge is given; or (ii) if there is no such instrument, one month after the execution of the first debenture of the series.
(7) A statement of the particulars of a specified charge— (a) must be in the specified form; and (b) must be accompanied by the prescribed fee.
(8) If a person interested in a specified charge pays to the Registrar any prescribed fee for the registration of a statement of the particulars of the charge, the fee is recoverable from the registered non-Hong Kong company creating the charge.
Section: 337 Consequences of contravention of section 335 or 336 L.N. 163 of 2013 03/03/2014
(1) This section applies if— (a) a company contravenes section 335(1) in relation to a specified charge, and a person interested in the charge
has not registered the charge under section 335(3); or (b) a registered non-Hong Kong company contravenes section 336(1) in relation to a specified charge, and a
person interested in the charge has not registered the charge under section 336(3). (2) Subject to section 346, the company or registered non-Hong Kong company, and every responsible person of the
company or registered non-Hong Kong company, commit an offence. (3) A person who commits an offence under subsection (2) is liable to a fine at level 5 and, in the case of a
continuing offence, to a further fine of $1000 for each day during which the offence continues. (4) Subject to section 346, the specified charge is void against any liquidator and creditor of the company or
registered non-Hong Kong company so far as any security on its undertaking or property is conferred by the charge.
(5) Subsection (4) does not prejudice any contract or obligation for repayment of the money secured by the specified charge.
(6) At the lender’s option, the money secured by a specified charge becomes immediately payable when the charge becomes void under subsection (4).
Part: Division:
8 3
Obligation to Register Existing Charges L.N. 163 of 2013 03/03/2014
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Section: 338 Company must register charge existing on property acquired
L.N. 163 of 2013 03/03/2014
(1) This section applies if— (a) a company acquires property subject to a charge; and (b) the charge is of a kind that a statement of its particulars would have been required by section 335(1) to be
delivered for registration had it been created by the company after the acquisition. (2) The company must deliver a statement of the particulars of the charge, together with a certified copy of the
instrument (if any) creating or evidencing the charge, to the Registrar for registration within the registration period specified in subsection (3).
(3) The registration period is— (a) one month after the date on which the acquisition is completed; or (b) where the property is situate, and the charge was created, outside Hong Kong, one month after the date on
which a certified copy of the instrument creating or evidencing the charge could, if despatched with due diligence, have been received in Hong Kong in due course of post.
(4) A statement of the particulars of a charge— (a) must be in the specified form; and (b) must be accompanied by the prescribed fee.
(5) Subject to section 346, if a company contravenes subsection (2), the company, and every responsible person of the company, commit an offence.
(6) A person who commits an offence under subsection (5) 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: 339 Registered non-Hong Kong company must register charge existing on property acquired
L.N. 163 of 2013 03/03/2014
(1) This section applies if— (a) a registered non-Hong Kong company acquires property in Hong Kong subject to a charge; and (b) the charge is of a kind that a statement of its particulars would have been required by section 336(1) to be
delivered for registration had it been created by the registered non-Hong Kong company after the acquisition.
(2) Subsection (1)(a) does not apply to a charge on property if the property was not in Hong Kong when the property was acquired by the registered non-Hong Kong company.
(3) The registered non-Hong Kong company must deliver a statement of the particulars of the charge, together with a certified copy of the instrument (if any) creating or evidencing the charge, to the Registrar for registration within the registration period specified in subsection (4).
(4) The registration period is one month after the date on which the acquisition is completed. (5) A statement of the particulars of a charge—
(a) must be in the specified form; and (b) must be accompanied by the prescribed fee.
(6) Subject to section 346, if a registered non-Hong Kong company contravenes subsection (3), the company, and every responsible person of the company, commit an offence.
(7) A person who commits an offence under subsection (6) 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: 340 Registered non-Hong Kong company must register charge existing on property on date of company’s registration under Part 16
L.N. 163 of 2013 03/03/2014
(1) This section applies if— (a) a registered non-Hong Kong company has, on the date of its registration under Part 16, property in Hong
Kong subject to— (i) a charge created by the company; or (ii) a charge that subsisted when the property was acquired; and
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(b) the charge is of a kind that a statement of its particulars would have been required by section 336(1) or 339(3) to be delivered for registration had the charge been created by the company, or had the property been acquired by the company, after the company has been registered under Part 16.
(2) The registered non-Hong Kong company must deliver a statement of the particulars of the charge, together with a certified copy of the instrument (if any) creating or evidencing the charge, to the Registrar for registration within the registration period specified in subsection (5).
(3) If, in the case of subsection (1)(a)(i)— (a) the charge—
(i) is given in a debenture forming part of a series by reference to any other instrument containing the charge (whether or not also contained in the debenture); or
(ii) is contained in a debenture forming part of a series (but not given in the debenture by reference to any other instrument); and
(b) every holder of the debentures of the series is entitled equally to the benefit of the charge, the registered non-Hong Kong company is to be regarded as having complied with subsection (2) in relation to the charge if that company delivers a statement of the particulars of the charge, together with a certified copy of an instrument specified in subsection (4), to the Registrar for registration within the registration period specified in subsection (5).
(4) The instrument is— (a) for the purposes of subsection (3)(a)(i), the instrument by reference to which the charge is given; or (b) for the purposes of subsection (3)(a)(ii), any one debenture of the series.
(5) The registration period is one month after the date on which the registered non-Hong Kong company is registered under Part 16.
(6) A statement of the particulars of a charge— (a) must be in the specified form; and (b) must be accompanied by the prescribed fee.
(7) Subject to section 346, if a registered non-Hong Kong company contravenes subsection (2), the company, and every responsible person of the company, commit an offence.
(8) A person who commits an offence under subsection (7) 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.
Part: Division:
8 4
Obligation to Register Other Particulars of Debentures L.N. 163 of 2013 03/03/2014
Section: 341 Company or registered non-Hong Kong company must register particulars of issue of debentures
L.N. 163 of 2013 03/03/2014
(1) This section applies if— (a) a debenture forming part of a series—
(i) contains a charge created by a company or registered non-Hong Kong company; or (ii) gives a charge created by a company or registered non-Hong Kong company, by reference to any other
instrument containing the charge; (b) every holder of the debentures of the series is entitled equally to the benefit of the charge; and (c) a statement of the particulars of the charge is required to be delivered for registration under section 335(2),
336(2) or 340(3). (2) The company or registered non-Hong Kong company must deliver a statement of the particulars of every issue
of the debentures of the series to the Registrar for registration within the registration period specified in subsection (4).
(3) A person interested in the charge may deliver a statement of the particulars of an issue of debentures to the Registrar for registration within the registration period specified in subsection (4).
(4) The registration period is— (a) if a statement of the particulars of the charge is delivered for registration under section 335(2) or 336(2)—
(i) in the case of an issue of debentures made at the time of the creation of the charge, the registration period specified in relation to the registration of the charge in section 335(5)(b) or 336(6)(b); or
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(ii) in the case of any subsequent issue of debentures, one month after the date of the issue; or (b) if a statement of the particulars of the charge is delivered for registration under section 340(3)—
(i) in the case of an issue of debentures made on or before the registration under Part 16, the registration period specified in relation to the registration of the charge in section 340(5); or
(ii) in the case of any subsequent issue of debentures, one month after the date of the issue. (5) A statement of the particulars of an issue of debentures must be in the specified form. (6) Without limiting section 23, a statement of the particulars of an issue of debentures must contain the date and the
amount of the issue. (7) Subject to section 346, if subsection (2) is contravened, and a person interested in the charge has not delivered a
statement of the particulars of the issue of debentures for registration under subsection (3), the company or registered non-Hong Kong company, and every responsible person of the company or registered non-Hong Kong company, commit an offence.
(8) A person who commits an offence under subsection (7) 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.
(9) A contravention of subsection (2) does not affect the validity of the debentures issued. (10) In this section, a reference to the time of the creation of a charge is a reference to the time of execution of—
(a) the instrument by reference to which the charge is given; or (b) if there is no such instrument, the first debenture of the series.
Section: 342 Company or registered non-Hong Kong company must register particulars of commission etc. in relation to debentures
L.N. 163 of 2013 03/03/2014
(1) This section applies if— (a) any commission, allowance or discount has been paid or made, directly or indirectly, by a company or
registered non-Hong Kong company to any person in consideration of the person— (i) subscribing or agreeing to subscribe, absolutely or conditionally, for any debenture of the company or
registered non-Hong Kong company; or (ii) procuring or agreeing to procure absolute or conditional subscriptions for any debenture of the
company or registered non-Hong Kong company; (b) the debenture—
(i) creates or evidences a charge; or (ii) forms part of a series of debentures, and either contains a charge or gives a charge by reference to any
other instrument containing a charge; (c) the charge is created by the company or registered non-Hong Kong company; and (d) a statement of the particulars of the charge is required to be delivered for registration under—
(i) section 335(1); (ii) section 336(1); or (iii) section 340(2).
(2) The company or registered non-Hong Kong company must deliver a statement of the particulars of the commission, allowance or discount to the Registrar for registration within the registration period specified in subsection (6)(a).
(3) Where— (a) in the case of subsection (1)(d)(i), a statement of the particulars of the charge is delivered for registration
under section 335(2); or (b) in the case of subsection (1)(d)(ii), a statement of the particulars of the charge is delivered for registration
under section 336(2), the company or registered non-Hong Kong company is to be regarded as having complied with subsection (2) if it delivers a statement of the particulars of the commission, allowance or discount to the Registrar for registration within the registration period specified in subsection (6)(b).
(4) Where, in the case of subsection (1)(d)(iii), a statement of the particulars of the charge is delivered for registration under section 340(3), the registered non-Hong Kong company is to be regarded as having complied with subsection (2) if it delivers a statement of the particulars of the commission, allowance or discount to the Registrar for registration within the registration period specified in subsection (6)(c).
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(5) A person interested in the charge— (a) may deliver a statement of the particulars of the commission, allowance or discount to the Registrar for
registration within the registration period specified in subsection (6)(a); or (b) may, in the case of subsection (3), deliver a statement of the particulars of the commission, allowance or
discount to the Registrar for registration within the registration period specified in subsection (6)(b). (6) The registration period is—
(a) for the purposes of subsection (2) or (5)(a)— (i) in the case of subsection (1)(d)(i), the registration period specified in relation to the registration of the
charge in section 335(5)(a); (ii) in the case of subsection (1)(d)(ii), the registration period specified in relation to the registration of the
charge in section 336(6)(a); or (iii) in the case of subsection (1)(d)(iii), the registration period specified in relation to the registration of the
charge in section 340(5); (b) for the purposes of subsection (3) or (5)(b)—
(i) in the case of an issue of debentures made at the time of the creation of the charge, the registration period specified in relation to the registration of that charge in section 335(5)(b) or 336(6)(b); or
(ii) in the case of any subsequent issue of debentures, one month after the date of the issue; or (c) for the purposes of subsection (4)—
(i) in the case of an issue of debentures made on or before the registration under Part 16, the registration period specified in relation to the registration of that charge in section 340(5); or
(ii) in the case of any subsequent issue of debentures, one month after the date of the issue. (7) A statement of the particulars of any commission, allowance or discount must be in the specified form. (8) For the purposes of this section, the deposit of any debenture as security for any debt of a company or registered
non-Hong Kong company is not to be regarded as an issue of debentures at a discount. (9) In this section, a reference to the time of the creation of a charge is a reference to the time of execution of—
(a) the instrument by reference to which the charge is given; or (b) if there is no such instrument, the first debenture of the series.
Section: 343 Consequences of contravention of section 342 L.N. 163 of 2013 03/03/2014
(1) Subject to section 346, if section 342(2) is contravened, and a person interested in the charge has not delivered a statement of the particulars of the commission, allowance or discount (as the case may be) for registration under section 342(5), the company or registered non-Hong Kong company, and every responsible person of the company or registered non-Hong Kong company, commit an offence.
(2) A person who commits an offence under subsection (1) 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.
(3) A contravention of section 342(2) does not affect the validity of the debentures issued.
Part: Division:
8 5
Provisions Supplementary to Divisions 2, 3 and 4 L.N. 163 of 2013 03/03/2014
Section: 344 Certificate of registration L.N. 163 of 2013 03/03/2014
(1) This section applies if a statement of the particulars of a charge, and the requisite accompanying instrument, are delivered by a company or registered non-Hong Kong company, or by a person interested in the charge, to the Registrar for registration under Division 2 or 3.
(2) After registering the statement and the requisite accompanying instrument, the Registrar must issue a certificate to the company or registered non-Hong Kong company, or to the interested person, certifying registration of the charge under Division 2 or 3.
(3) A certificate of registration must be signed by the Registrar. (4) A certificate of registration is conclusive evidence that the requirements of this Part as to registration have been
satisfied.
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Section: 345 Notification to Registrar of payment of debt, release, etc. L.N. 163 of 2013 03/03/2014
(1) This section applies if— (a) the debt secured by a registered charge has been paid or satisfied in whole or in part; or (b) the whole or any part of the property or undertaking subject to a registered charge—
(i) has been released from the charge; or (ii) has ceased to form part of the company’s or registered non-Hong Kong company’s property or
undertaking. (2) The company or registered non-Hong Kong company, or the mortgagee or person entitled to the charge, may
notify the Registrar of the payment, satisfaction, release or cessation. (3) A notification—
(a) must be in the specified form; (b) must be accompanied by the prescribed fee; and (c) must be accompanied by a certified copy of any instrument required by the Registrar for the purpose of
evidencing the payment, satisfaction, release or cessation. (4) If the Registrar is satisfied from the instrument accompanying a notification that the payment, satisfaction,
release or cessation did take place, the Registrar must process the notification, and the accompanying instrument, in the same way as if they were delivered to the Registrar for registration.
(5) For the purposes of this section, a copy of an instrument is a certified copy if it is certified as a true copy by— (a) the mortgagee or the person entitled to the charge; or (b) in the case of—
(i) a mortgagee or entitled person who is a natural person, a person authorized by the mortgagee or entitled person for the purpose; or
(ii) a mortgagee or entitled person that is a body corporate— (A) a person authorized by the mortgagee or entitled person for the purpose; or (B) a director or company secretary of the mortgagee or entitled person.
(6) For the purposes of this section, a charge is a registered charge— (a) if—
(i) a statement of the particulars of the charge, and the requisite accompanying instrument, have been delivered to the Registrar for registration under Division 2 or 3; and
(ii) the Registrar has recorded the information contained in the statement, and in that instrument, for the purposes of section 27(1); or
(b) if— (i) immediately before the commencement date* of this Division, the charge was registered under Part III
of the predecessor Ordinance; or (ii) on or after the commencement date* of this Division, the charge has been registered under Part III of
the predecessor Ordinance having a continuing effect under Schedule 11. ___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 346 Extension of time for registration L.N. 163 of 2013 03/03/2014
(1) The Court may, on application by the company or registered non-Hong Kong company or by a person interested in the charge, order that— (a) the registration period specified in section 335(5), 336(6), 338(3), 339(4), 340(5), 341(4) or 342(6) be
extended; (b) the time required for registration by section 80 or 82 of the predecessor Ordinance, or that section as
extended by section 91 of that Ordinance, having a continuing effect under Schedule 11 be extended; or (c) the time required for registration by section 91(5) of the predecessor Ordinance having a continuing effect
under Schedule 11 be extended. (2) The Court may make an order under subsection (1) on any terms and conditions that the Court thinks just and
expedient.
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(3) The Court must not make an order unless the Court is satisfied that— (a) the failure specified in subsection (5)—
(i) was accidental; (ii) was due to inadvertence or to some other sufficient cause; or (iii) is not of a nature to prejudice the position of creditors or members of the company or registered non-
Hong Kong company; or (b) it is just and equitable to grant the relief on other grounds.
(4) If— (a) the Court makes an order under subsection (1) in relation to a charge or debenture; and (b) the failure specified in subsection (5) is rectified within the extended period or time, any liability already incurred for an offence under the offence provision specified in subsection (6) in relation to the registration of the charge or debenture is extinguished.
(5) The failure is— (a) in the case of subsection (1)(a), a failure to deliver a statement as required under Division 2, 3 or 4, or any
accompanying instrument, within that registration period; (b) in the case of subsection (1)(b), a failure to deliver—
(i) the particulars as required under section 80 or 82 of the predecessor Ordinance having a continuing effect under section 63(2), 64(2), 65(2) or 66(2) of Schedule 11 within that time; or
(ii) a statement as required under section 80 or 82 of the predecessor Ordinance having a continuing effect under section 63(4)(a), 64(4)(a), 65(4) or 66(4) of Schedule 11, or any accompanying instrument, within that time; or
(c) in the case of subsection (1)(c), a failure to deliver— (i) the particulars as required under section 91(5) of the predecessor Ordinance having a continuing effect
under section 67(2) of Schedule 11 within that time; or (ii) a statement as required under section 91(5) of the predecessor Ordinance having a continuing effect
under section 67(4) of Schedule 11, or any accompanying instrument, within that time. (6) The offence provision is—
(a) in the case of subsection (1)(a), section 337(2), 338(5), 339(6), 340(7), 341(7) or 343(1); (b) in the case of subsection (1)(b), section 81 or 82 of the predecessor Ordinance having a continuing effect
under Schedule 11; or (c) in the case of subsection (1)(c), section 91(6) of the predecessor Ordinance having a continuing effect under
Schedule 11.
Section: 347 Rectification of registered particulars L.N. 163 of 2013 03/03/2014
(1) The Court may, on application by the company or registered non-Hong Kong company or by a person interested in the charge, order that— (a) an omission or misstatement of any particular in any of the following be rectified—
(i) a statement of the particulars of a charge, or any accompanying instrument, delivered for registration under— (A) Division 2 or 3; (B) section 80 or 82 of the predecessor Ordinance, or that section by virtue of section 91 of that
Ordinance, having a continuing effect under section 63(4)(a), 64(4)(a), 65(4) or 66(4) of Schedule 11; or
(C) section 91(5) of the predecessor Ordinance having a continuing effect under section 67(4) of Schedule 11;
(ii) a statement of the particulars of an issue of debentures, or a statement of the particulars of commission, allowance or discount, delivered for registration under— (A) Division 4; (B) section 80 or 82 of the predecessor Ordinance, or that section by virtue of section 91 of that
Ordinance, having a continuing effect under section 63(4)(a), 64(4)(a), 65(4) or 66(4) of Schedule 11; or
(C) section 91(5) of the predecessor Ordinance having a continuing effect under section 67(4) of
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Schedule 11; (iii) a notification, or any accompanying instrument, under section 345; (iv) a memorandum under section 85 of the predecessor Ordinance; or
(b) an omission or misstatement of any of the following be rectified— (i) any particular with respect to a charge delivered for registration before the commencement date* of
this section under section 80, 82 or 91(5) of the predecessor Ordinance; (ii) any particular with respect to a charge delivered for registration under section 80, 82 or 91(5) of the
predecessor Ordinance having a continuing effect under section 63(2), 64(2), 65(2), 66(2) or 67(2) of Schedule 11.
(2) The Court may make an order under subsection (1) on any terms and conditions that the Court thinks just and expedient.
(3) The Court must not make an order unless the Court is satisfied that— (a) the omission or misstatement—
(i) was accidental; (ii) was due to inadvertence or to some other sufficient cause; or (iii) is not of a nature to prejudice the position of creditors or members of the company or registered non-
Hong Kong company; or (b) it is just and equitable to grant the relief on other grounds.
(4) The Court may make an order to rectify an omission or misstatement of any particular in any accompanying instrument mentioned in subsection (1)(a)(i) or (iii) to the extent as permitted by common law rules and equitable principles.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Part: Division:
8 6
Notice to Registrar of Enforcement of Security L.N. 163 of 2013 03/03/2014
Section: 348 Notice of appointment of receiver or manager L.N. 163 of 2013 03/03/2014
(1) If a person obtains an order for the appointment of a receiver or manager of the property of a company or the charged property of a registered non-Hong Kong company, or appoints such a receiver or manager under the powers contained in an instrument, the person must, within 7 days after the date of the order or of the appointment under those powers, deliver a statement of that fact to the Registrar for registration.
(2) A statement under subsection (1) must include— (a) the name and address of the person appointed as receiver or manager; and (b) the number of that person’s identity card, or if that person does not have an identity card, the number and
issuing country of any passport held by that person. (3) A statement under subsection (1)—
(a) must be in the specified form; and (b) must be accompanied by the prescribed fee.
(4) If a person contravenes subsection (1), the person 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.
Section: 349 Notice of mortgagee entering into possession of property L.N. 163 of 2013 03/03/2014
(1) If a person enters into possession of the property of a company, or the charged property of a registered non- Hong Kong company, as mortgagee, the person must, within 7 days after the date of entering into possession, deliver a statement of that fact to the Registrar for registration.
(2) A statement under subsection (1) must include— (a) if the person is a natural person—
(i) the person’s name and address; and (ii) the number of the person’s identity card, or if the person does not have an identity card, the number
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and issuing country of any passport held by the person; or (b) if the person is a body corporate, its name and the address of its registered or principal office.
(3) A statement under subsection (1)— (a) must be in the specified form; and (b) must be accompanied by the prescribed fee.
(4) If a person contravenes subsection (1), the person 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.
Section: 350 Notice of cessation of appointment of receiver or manager or mortgagee going out of possession of property, etc.
L.N. 163 of 2013 03/03/2014
(1) This section applies to— (a) a person—
(i) whose particulars are required to be included in a statement delivered to the Registrar under section 348(1); or
(ii) whose particulars were, before the commencement date* of section 348, required to be included in a notice delivered to the Registrar under section 87(1) of the predecessor Ordinance; and
(b) a person— (i) whose particulars are required to be included in a statement delivered to the Registrar under section
349(1); or (ii) whose particulars were, before the commencement date* of section 349, required to be included in a
notice delivered to the Registrar under section 87(2) of the predecessor Ordinance. (2) If the person mentioned in subsection (1)(a) ceases to act as receiver or manager, the person must, within 7 days
after the date of the cessation, deliver a statement of the cessation to the Registrar for registration. (3) If the person mentioned in subsection (1)(b) goes out of possession of the property or charged property, the
person must, within 7 days after going out of possession, deliver a statement of that fact to the Registrar for registration.
(4) If there is any change to the particulars of the person included in the statement or notice, the person must, within 15 days after the date of the change, deliver a statement of that change to the Registrar for registration.
(5) Subsection (4) does not apply if— (a) in the case of a person mentioned in subsection (1)(a)—
(i) the person has ceased to act as receiver or manager; and (ii) the person has delivered a statement of the cessation to the Registrar under subsection (2) or has,
before the commencement date* of section 348, given notice of the cessation under section 87(4) of the predecessor Ordinance; or
(b) in the case of a person mentioned in subsection (1)(b)— (i) the person has gone out of possession of the property or charged property; and (ii) the person has delivered a statement of that fact to the Registrar under subsection (3) or has, before the
commencement date* of section 349, given notice of that fact under section 87(4) of the predecessor Ordinance.
(6) A statement under subsection (2), (3) or (4) must be in the specified form. (7) If a person contravenes subsection (2), (3) or (4), the person 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.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Part: Division:
8 7
Company’s and Registered Non-Hong Kong Company’s Records and Register of Charges
L.N. 163 of 2013 03/03/2014
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Section: 351 Obligation to keep copies of instruments creating charges L.N. 163 of 2013 03/03/2014
(1) A company must keep at its registered office, or at a place prescribed by regulations made under section 657— (a) a copy of every instrument creating a charge required to be registered by the company under this Part; and (b) a copy of every instrument creating a charge required to be registered by the company under Part III of the
predecessor Ordinance. (2) A registered non-Hong Kong company must keep at its principal place of business in Hong Kong, or at a place
prescribed by regulations made under section 356— (a) a copy of every instrument creating a charge required to be registered by the company under this Part; and (b) a copy of every instrument creating a charge required to be registered by the company under Part III of the
predecessor Ordinance. (3) Where—
(a) a series of debentures is issued by a company or registered non-Hong Kong company; (b) the debentures contain a charge required to be registered by the company or registered non-Hong Kong
company under this Part or under Part III of the predecessor Ordinance; and (c) the terms of the debentures are the same, the company or registered non-Hong Kong company is to be regarded as having complied with subsection (1) or (2) in relation to the debentures if it keeps a copy of one of the debentures in accordance with that subsection.
(4) A company or registered non-Hong Kong company— (a) must, within 15 days after a copy of an instrument mentioned in subsection (1) or (2) is first kept at a place,
notify the Registrar of the place; and (b) must, within 15 days after there is a change in the place where a copy of such an instrument is kept, notify
the Registrar of the change. (5) A notification under subsection (4)(a) or (b) must be in the specified form. (6) Subsection (4)(a) does not require a company or registered non-Hong Kong company to notify the Registrar of
the place at which a copy of an instrument is kept— (a) if, in the case of a copy that came into existence on or after the commencement date* of this section, it has
at all times been kept at the company’s registered office, or the registered non-Hong Kong company’s principal place of business in Hong Kong; or
(b) if— (i) immediately before that commencement date*, the company or registered non-Hong Kong company
kept a copy of the instrument for the purposes of section 88 of the predecessor Ordinance; and (ii) on and after that commencement date*, that copy is kept for the purposes of subsection (1) or (2) at the
place at which it was kept immediately before that commencement date*. (7) If subsection (1), (2) or (4) is contravened, the company or registered non-Hong Kong company, and every
responsible person of the company or registered non-Hong Kong company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 352 Obligation of company to keep register of charges L.N. 163 of 2013 03/03/2014
(1) A company must keep a register of charges— (a) at the company’s registered office; or (b) at a place prescribed by regulations made under section 657.
(2) A company— (a) must enter in its register of charges—
(i) every charge specifically affecting property of the company; and (ii) every floating charge on the whole or part of the company’s property or undertaking; and
(b) must enter in its register of charges the following particulars in respect of every charge specified in paragraph (a)(i) and (ii)—
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(i) the amount secured by the charge; (ii) a description of the property charged; (iii) except in the case of securities to bearer, the names of the persons entitled to the charge.
(3) If a company contravenes subsection (1) or (2), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
(4) If an officer of the company knowingly and wilfully authorizes or permits the omission of an entry required to be made under subsection (2), the officer commits an offence and is liable to a fine at level 5.
Section: 353 Obligation of registered non-Hong Kong company to keep register of charges
L.N. 163 of 2013 03/03/2014
(1) A registered non-Hong Kong company must keep a register of charges— (a) at the company’s principal place of business in Hong Kong; or (b) at a place prescribed by regulations made under section 356.
(2) A registered non-Hong Kong company— (a) must enter in its register of charges—
(i) every charge created by the company on property in Hong Kong of the company; and (ii) every charge on property in Hong Kong that is acquired by the company; and
(b) must enter in its register of charges the following particulars in respect of every charge specified in paragraph (a)(i) and (ii)— (i) the amount secured by the charge; (ii) a description of the property charged; (iii) except in the case of securities to bearer, the names of the persons entitled to the charge.
(3) Subsection (2) does not apply to a charge on property if the property was not in Hong Kong when the charge was created by, or the property was acquired by, the registered non-Hong Kong company.
(4) If a registered non-Hong Kong company contravenes subsection (1) or (2), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
(5) If an officer of the registered non-Hong Kong company knowingly and wilfully authorizes or permits the omission of an entry required to be made under subsection (2), the officer commits an offence and is liable to a fine at level 5.
Section: 354 Notification of place where register of charges is kept L.N. 163 of 2013 03/03/2014
(1) A company or registered non-Hong Kong company must notify the Registrar of the place at which the register of charges is kept. The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the register is first kept at that place.
(2) A company or registered non-Hong Kong company must notify the Registrar of any change (other than a change of the address of the company’s registered office or registered non-Hong Kong company’s principal place of business in Hong Kong) in the place at which the register of charges is kept. The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the change.
(3) Subsection (1) does not require a company or registered non-Hong Kong company to notify the Registrar of the place at which the register of charges is kept— (a) if, in the case of a register that came into existence on or after the commencement date* of this section, it
has at all times been kept at— (i) the company’s registered office; or (ii) the registered non-Hong Kong company’s principal place of business in Hong Kong; or
(b) if— (i) immediately before that commencement date*, the company or registered non-Hong Kong company
kept a register for the purposes of section 89 of the predecessor Ordinance; and (ii) on and after that commencement date*, that register is kept as a register of charges for the purposes of
section 352(1) or 353(1) at the place at which it was kept immediately before that commencement
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date*. (4) If subsection (1) or (2) is contravened, the company or registered non-Hong Kong company, and every
responsible person of the company or registered non-Hong Kong company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 355 Right to inspect L.N. 163 of 2013 03/03/2014
(1) A member or creditor of a company is entitled, on request made in the prescribed manner and without charge, to inspect, in accordance with regulations made under section 657— (a) the copies kept by the company under section 351(1); and (b) the register of charges kept by the company under section 352(1).
(2) A member or creditor of a registered non-Hong Kong company is entitled, on request made in the prescribed manner and without charge, to inspect, in accordance with regulations made under section 356— (a) the copies kept by the company under section 351(2); and (b) the register of charges kept by the company under section 353(1).
(3) Any other person is entitled, on request made in the prescribed manner and on payment of a prescribed fee, to inspect, in accordance with regulations made under section 356 or 657— (a) the copies kept by a company or registered non-Hong Kong company under section 351(1)(a) or (2)(a); and (b) the register of charges kept by a company or registered non-Hong Kong company under section 352(1) or
353(1). (4) In this section— prescribed(訂明) means prescribed by regulations made under section 356 or 657.
Section: 356 Financial Secretary may make regulations for purposes of this Division
L.N. 163 of 2013 03/03/2014
(1) The Financial Secretary may make regulations— (a) prescribing a place at which—
(i) copies of instruments creating charges are to be kept by a registered non-Hong Kong company under section 351; or
(ii) a register of charges is to be kept by a registered non-Hong Kong company under section 353; (b) providing for the obligations of a registered non-Hong Kong company to make the copies and the register
available for inspection under section 355; (c) prescribing the fees for the purposes of section 355(3); and (d) prescribing any other thing that is required or permitted to be prescribed under this Division in respect of
those copies and that register. (2) Regulations made under subsection (1)(a) may—
(a) prescribe a place other than the registered non-Hong Kong company’s principal place of business in Hong Kong;
(b) prescribe a place— (i) by reference to the place at which the registered non-Hong Kong company keeps any other records; or (ii) in any other way;
(c) provide that section 351 or 353 is not complied with by keeping the copies, or the register of charges, at a place prescribed in the regulations unless conditions prescribed in the regulations are met; and
(d) prescribe more than one place for the purpose specified in subsection (1)(a)(i) or (ii). (3) Regulations made under subsection (1)(b) may—
(a) make provision as to the time, duration and manner of inspection; (b) precribe the manner in which a request for inspection is to be made; and (c) define what may be required of the registered non-Hong Kong company as regards the nature, extent and
manner of extracting or presenting any information for the purposes of inspection.
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(4) Regulations made under subsection (1) may provide that— (a) if a registered non-Hong Kong company contravenes any of the regulations, an offence is committed by—
(i) the company; and (ii) every responsible person of the company;
(b) a person who commits an offence mentioned in paragraph (a) is liable to a fine not exceeding level 5 and, in the case of a continuing offence, to a further fine not exceeding $1000 for each day during which the offence continues;
(c) the Court may, in prescribed circumstances— (i) by order compel an immediate inspection of the copies and the register of charges; and (ii) make any order as to the time, duration and manner of inspection; and
(d) if the copies, or the register of charges, are kept at the office of a person other than the registered non-Hong Kong company concerned, an order mentioned in paragraph (c) may be made against that other person and that other person’s officers and other employees.
(5) Nothing in any provision of this Ordinance or in the regulations made under this section is to be construed as preventing a registered non-Hong Kong company— (a) from providing more extensive facilities than are required by the regulations; or (b) if a fee may be charged, from charging a lesser fee than that prescribed or none at all.
Part: 9 Accounts and Audit L.N. 163 of 2013 03/03/2014
(*Format changes—E.R. 1 of 2013) ____________________________________________________________________________ Note: * The format of Part 9 has been updated to the current legislative styles.
Part: Division:
9 1
Preliminary L.N. 163 of 2013 03/03/2014
Section: 357 Interpretation L.N. 163 of 2013 03/03/2014
(1) In this Part— annual consolidated financial statements (周年綜合財務報表) means the consolidated statements required to be
prepared under section 379(2); annual financial statements (周年財務報表) means the statements required to be prepared under section 379(1); auditor’s report (核數師報告) means the report required to be prepared under section 405; directors’ report (董事報告) means—
(a) the report required to be prepared under section 388(1); or (b) the consolidated report required to be prepared under section 388(2);
financial statements (財務報表) means annual financial statements or annual consolidated financial statements; Regulation (《規例》) means the regulations made under sections 451 and 452; summary financial report (財務摘要報告) means a financial report prepared under section 439. (2) In this Part, a reference to the reporting documents for a financial year is a reference to all of the following—
(a) the financial statements for the financial year; (b) the directors’ report for the financial year; (c) the auditor’s report on those financial statements.
(3) For the purposes of this Part, a body corporate is a wholly owned subsidiary of another body corporate if it has only the following as members— (a) that other body corporate; (b) a wholly owned subsidiary of that other body corporate; (c) a nominee of that other body corporate or such a wholly owned subsidiary.
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Section: 358 Application in relation to financial year beginning on or after commencement date of relevant provision etc.
L.N. 163 of 2013 03/03/2014
(1) Each of the following sections applies in relation to a financial year beginning on or after the commencement date* of that section— (a) section 359; (b) section 379; (c) section 388; (d) section 389; (e) section 429; (f) section 430; (g) section 439.
(2) Each of the following sections applies in relation to accounting records for a financial year beginning on or after the commencement date* of that section— (a) section 373; (b) section 374; (c) section 376; (d) section 377.
(3) Each of the following sections applies in relation to financial statements for a financial year beginning on or after the commencement date* of that section— (a) section 380; (b) section 381; (c) section 382; (d) section 383; (e) section 436; (f) section 449.
(4) Section 387 applies in relation to a statement of financial position for a financial year beginning on or after the commencement date* of that section.
(5) Each of the following sections applies in relation to a directors’ report for a financial year beginning on or after the commencement date* of that section— (a) section 390; (b) section 391.
(6) Each of the following sections applies in relation to an appointment of an auditor for a financial year beginning on or after the commencement date* of that section— (a) section 394; (b) section 395; (c) section 396; (d) section 398; (e) section 399.
(7) Each of the following sections applies in relation to a person appointed as auditor for a financial year beginning on or after the commencement date* of that section— (a) section 402; (b) section 403; (c) section 404.
(8) Section 411 applies in relation to a general meeting of which notice is given on or after the commencement date* of that section.
(9) Each of the following sections applies in relation to a person who is appointed, or is deemed to be reappointed, as auditor for a financial year beginning on or after the commencement date* of that section— (a) section 412; (b) section 416; (c) section 417; (d) section 418; (e) section 419.
(10) Section 415 applies to a provision made on or after the commencement date* of that section.
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(11) Section 435 applies in relation to— (a) any financial statements and directors’ report for a financial year beginning on or after the commencement
date* of that section; and (b) any auditor’s report on those financial statements.
(12) Section 440 applies in relation to a summary financial report for a financial year beginning on or after the commencement date* of that section.
(13) Schedule 4 applies in relation to financial statements for a financial year beginning on or after the commencement date* of that Schedule.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Part: Division:
9 2
Reporting Exemption L.N. 163 of 2013 03/03/2014
Section: 359 Company falling within reporting exemption L.N. 163 of 2013 03/03/2014
(1) For the purposes of this Part, a company falls within the reporting exemption for a financial year— (a) if—
(i) it is qualified as a small private company or small guarantee company for the financial year; and (ii) it is not a company specified in subsection (4) at any time during the financial year;
(b) if— (i) it is a private company at all times, and is not a company specified in subsection (4) at any time, during
the financial year; (ii) it does not have any subsidiary and is not a subsidiary of another company; and (iii) all members of the company agree in writing that the company is to fall within the reporting exemption
for the financial year only; or (c) if—
(i) it is a private company at all times, and is not a company specified in subsection (4) at any time, during the financial year;
(ii) it is qualified as an eligible private company for the financial year; and (iii) the conditions specified in section 360(1) are satisfied.
(2) For the purposes of this Part, a company also falls within the reporting exemption for a financial year if— (a) it is a private company at all times, and is not a company specified in subsection (4) at any time, during the
financial year; (b) it is the holding company of a group of companies, of which no member is a company specified in
subsection (4) at any time during the financial year; and (c) the group of companies—
(i) is qualified as a group of small private companies for the financial year; or (ii) is qualified as a group of eligible private companies for the financial year and the conditions specified
in section 360(2) are satisfied. (3) For the purposes of this Part, a company also falls within the reporting exemption for a financial year if—
(a) it is a company limited by guarantee at all times, and is not a company specified in subsection (4) at any time, during the financial year;
(b) it is the holding company of a group of companies, of which no member is a company specified in subsection (4) at any time during the financial year; and
(c) the group of companies is qualified as a group of small guarantee companies for the financial year. (4) The company specified for the purposes of subsections (1), (2) and (3) is—
(a) one that carries on any banking business and holds a valid banking licence granted under the Banking Ordinance (Cap 155);
(b) one that is a corporation licensed under Part V of the Securities and Futures Ordinance (Cap 571) to carry on a business in any regulated activity within the meaning of that Ordinance; or
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(c) one that— (i) carries on any insurance business otherwise than solely as an agent; or (ii) accepts, by way of trade or business (other than banking business), loans of money at interest or
repayable at a premium, otherwise than on terms involving the issue of debentures or other securities.
Section: 360 Conditions specified for section 359(1)(c)(iii) and (2)(c)(ii) L.N. 163 of 2013 03/03/2014
(1) The conditions specified for the purposes of section 359(1)(c)(iii) are— (a) subject to subsection (3), a resolution is passed at a general meeting by the members holding at least 75% of
the voting rights in the company to the effect that the company is to fall within the reporting exemption for the financial year; and
(b) the members holding the remaining voting rights do not vote against the resolution. (2) The conditions specified for the purposes of section 359(2)(c)(ii) are—
(a) if the group of companies is not qualified as a group of small private companies for the financial year by reason only that the condition specified in section 1(7) of Schedule 3 is not satisfied in the relevant financial year or financial years— (i) subject to subsection (3), a resolution is passed at a general meeting by the members holding at least
75% of the voting rights in each company in the group that is not qualified as a small private company to the effect that the company is to fall within the reporting exemption for the financial year; and
(ii) the members holding the remaining voting rights do not vote against the resolution; Note— A group of companies is qualified as a group of small private companies if it falls within section 364(1), (2) or (3).
(b) if the group of companies is not qualified as a group of small private companies for the financial year by reason only that any 2 of the conditions specified in section 1(8) of Schedule 3 are not satisfied in the relevant financial year or financial years— (i) subject to subsection (3), a resolution is passed at the general meeting by the members holding at least
75% of the voting rights in the holding company to the effect that the holding company is to fall within the reporting exemption for the financial year; and
(ii) the members holding the remaining voting rights do not vote against the resolution; or (c) if the group of companies is not qualified as a group of small private companies for the financial year by
reason that both the condition specified in section 1(7) of Schedule 3 and any 2 of the conditions specified in section 1(8) of that Schedule are not satisfied in the relevant financial year or financial years— (i) subject to subsection (3), a resolution is passed at a general meeting by the members holding at least
75% of the voting rights in each company in the group that is not qualified as a small private company, and in the holding company, to the effect that the company is to fall within the reporting exemption for the financial year; and
(ii) the members holding the remaining voting rights do not vote against the resolution. (3) If—
(a) a resolution is passed for the purposes of subsection (1)(a) or (2)(a)(i), (b)(i) or (c)(i) to the effect that a company is to fall within the reporting exemption for a financial year;
(b) by notice in writing to the company, a member objects to the company falling within the reporting exemption for the financial year; and
(c) the notice is given at least 6 months before the end of the financial year to which the objection relates, the resolution is regarded as not being passed in relation to the financial year to which the objection relates.
(4) Within 14 days after receiving a notice under subsection (3)(b), a company must notify its members of the objection.
(5) Special notice is required for a resolution mentioned in subsection (1)(a) or (2)(a)(i), (b)(i) or (c)(i). Note— See also section 578 which sets out the requirements regarding special notice.
Section: 361 Small private company L.N. 163 of 2013 03/03/2014
(1) For the purposes of this Part, if a company is a private company formed and registered under this Ordinance, and any 2 of the conditions specified in section 1(1) of Schedule 3 are satisfied in its first financial year, the
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company is qualified as a small private company for that first financial year, and every subsequent financial year, until it is disqualified under subsection (4).
(2) For the purposes of this Part, if a company is an existing private company, and any 2 of the conditions specified in section 1(1) of Schedule 3 are satisfied— (a) in its first financial year after the coming into operation of this section; or (b) in the financial year of the company for the purposes of the predecessor Ordinance that immediately
precedes that first financial year, the company is qualified as a small private company for that first financial year, and every subsequent financial year, until it is disqualified under subsection (4).
(3) For the purposes of this Part, if— (a) a company is a private company; and (b) after its first financial year after the coming into operation of this section, any 2 of the conditions specified
in section 1(1) of Schedule 3 are satisfied for 2 consecutive financial years, the company is also qualified as a small private company for the financial year immediately following those 2 financial years, and every subsequent financial year, until it is disqualified under subsection (4).
(4) For the purposes of this Part, if, after a company is qualified as a small private company under subsection (1), (2) or (3), any 2 of the conditions specified in section 1(2) of Schedule 3 are not satisfied for 2 consecutive financial years, the company is disqualified as a small private company for the financial year immediately following those 2 financial years, and every subsequent financial year, until it is qualified again under subsection (3).
Section: 362 Eligible private company L.N. 163 of 2013 03/03/2014
(1) For the purposes of this Part, if a company is a private company formed and registered under this Ordinance, and any 2 of the conditions specified in section 1(3) of Schedule 3 are satisfied in its first financial year, the company is qualified as an eligible private company for that first financial year, and every subsequent financial year, until it is disqualified under subsection (4).
(2) For the purposes of this Part, if a company is an existing private company, and any 2 of the conditions specified in section 1(3) of Schedule 3 are satisfied— (a) in its first financial year after the coming into operation of this section; or (b) in the financial year of the company for the purposes of the predecessor Ordinance that immediately
precedes that first financial year, the company is qualified as an eligible private company for that first financial year, and every subsequent financial year, until it is disqualified under subsection (4).
(3) For the purposes of this Part, if— (a) a company is a private company; and (b) after its first financial year after the coming into operation of this section, any 2 of the conditions specified
in section 1(3) of Schedule 3 are satisfied for 2 consecutive financial years, the company is also qualified as an eligible private company for the financial year immediately following those 2 financial years, and every subsequent financial year, until it is disqualified under subsection (4).
(4) For the purposes of this Part, if, after a company is qualified as an eligible private company under subsection (1), (2) or (3), any 2 of the conditions specified in section 1(4) of Schedule 3 are not satisfied for 2 consecutive financial years, the company is disqualified as an eligible private company for the financial year immediately following those 2 financial years, and every subsequent financial year, until it is qualified again under subsection (3).
Section: 363 Small guarantee company L.N. 163 of 2013 03/03/2014
(1) For the purposes of this Part, if a company is a company limited by guarantee formed and registered under this Ordinance, and the condition specified in section 1(5) of Schedule 3 is satisfied in its first financial year, the company is qualified as a small guarantee company for that first financial year, and every subsequent financial year, until it is disqualified under subsection (4).
(2) For the purposes of this Part, if a company is an existing company limited by guarantee, and the condition specified in section 1(5) of Schedule 3 is satisfied—
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(a) in its first financial year after the coming into operation of this section; or (b) in the financial year of the company for the purposes of the predecessor Ordinance that immediately
precedes that first financial year, the company is qualified as a small guarantee company for that first financial year, and every subsequent financial year, until it is disqualified under subsection (4).
(3) For the purposes of this Part, if— (a) a company is a company limited by guarantee; and (b) after its first financial year after the coming into operation of this section, the condition specified in section
1(5) of Schedule 3 is satisfied for 2 consecutive financial years, the company is also qualified as a small guarantee company for the financial year immediately following those 2 financial years, and every subsequent financial year, until it is disqualified under subsection (4).
(4) For the purposes of this Part, if, after a company is qualified as a small guarantee company under subsection (1), (2) or (3), the condition specified in section 1(6) of Schedule 3 is not satisfied for 2 consecutive financial years, the company is disqualified as a small guarantee company for the financial year immediately following those 2 financial years, and every subsequent financial year, until it is qualified again under subsection (3).
Section: 364 Group of small private companies L.N. 163 of 2013 03/03/2014
(1) For the purposes of this Part, if— (a) the holding company of a group of companies is formed and registered under this Ordinance; and (b) the condition specified in section 1(7) of Schedule 3, and any 2 of the conditions specified in section 1(8) of
that Schedule, are satisfied in the holding company’s first financial year, the group is qualified as a group of small private companies for that first financial year, and every subsequent financial year, until it is disqualified under subsection (4) or (5).
(2) For the purposes of this Part, if— (a) the holding company of a group of companies is an existing company; and (b) the condition specified in section 1(7) of Schedule 3, and any 2 of the conditions specified in section 1(8) of
that Schedule, are satisfied— (i) in the holding company’s first financial year after the coming into operation of this section; or (ii) in the holding company’ s financial year for the purposes of the predecessor Ordinance that
immediately precedes that first financial year, the group is qualified as a group of small private companies for that first financial year, and every subsequent financial year, until it is disqualified under subsection (4) or (5).
(3) For the purposes of this Part, if, after the first financial year of the holding company of a group of companies after the coming into operation of this section, the condition specified in section 1(7) of Schedule 3, and any 2 of the conditions specified in section 1(8) of that Schedule, are satisfied for 2 consecutive financial years of the holding company, the group is also qualified as a group of small private companies for the financial year immediately following those 2 financial years, and every subsequent financial year, until it is disqualified under subsection (4) or (5).
(4) For the purposes of this Part, if, after a group of companies is qualified as a group of small private companies under subsection (1), (2) or (3), another company becomes a new member of the group in a financial year of the holding company such that either the condition specified in section 1(7) of Schedule 3 is not satisfied, or any 2 of the conditions specified in section 1(9) of that Schedule are not satisfied, for the financial year, the group is disqualified as a group of small private companies for the financial year, and every subsequent financial year, until it is qualified again under subsection (3).
(5) For the purposes of this Part, if, after a group of companies is qualified as a group of small private companies under subsection (1), (2) or (3), either the condition specified in section 1(7) of Schedule 3 is not satisfied, or any 2 of the conditions specified in section 1(9) of that Schedule are not satisfied, for 2 consecutive financial years of the holding company, the group is also disqualified as a group of small private companies for the financial year immediately following those 2 financial years, and every subsequent financial year, until it is qualified again under subsection (3).
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Section: 365 Group of eligible private companies L.N. 163 of 2013 03/03/2014
(1) For the purposes of this Part, if— (a) the holding company of a group of companies is formed and registered under this Ordinance; and (b) the condition specified in section 1(10) of Schedule 3, and any 2 of the conditions specified in section 1(11)
of that Schedule, are satisfied in the holding company’s first financial year, the group is qualified as a group of eligible private companies for that first financial year, and every subsequent financial year, until it is disqualified under subsection (4) or (5).
(2) For the purposes of this Part, if— (a) the holding company of a group of companies is an existing company; and (b) the condition specified in section 1(10) of Schedule 3, and any 2 of the conditions specified in section 1(11)
of that Schedule, are satisfied— (i) in the holding company’s first financial year after the coming into operation of this section; or (ii) in the holding company’ s financial year for the purposes of the predecessor Ordinance that
immediately precedes that first financial year, the group is qualified as a group of eligible private companies for that first financial year, and every subsequent financial year, until it is disqualified under subsection (4) or (5).
(3) For the purposes of this Part, if, after the first financial year of the holding company of a group of companies after the coming into operation of this section, the condition specified in section 1(10) of Schedule 3, and any 2 of the conditions specified in section 1(11) of that Schedule, are satisfied for 2 consecutive financial years of the holding company, the group is also qualified as a group of eligible private companies for the financial year immediately following those 2 financial years, and every subsequent financial year, until it is disqualified under subsection (4) or (5).
(4) For the purposes of this Part, if, after a group of companies is qualified as a group of eligible private companies under subsection (1), (2) or (3), another company becomes a new member of the group in a financial year of the holding company such that either the condition specified in section 1(10) of Schedule 3 is not satisfied, or any 2 of the conditions specified in section 1(12) of that Schedule are not satisfied, for the financial year, the group is disqualified as a group of eligible private companies for the financial year, and every subsequent financial year, until it is qualified again under subsection (3).
(5) For the purposes of this Part, if, after a group of companies is qualified as a group of eligible private companies under subsection (1), (2) or (3), either the condition specified in section 1(10) of Schedule 3 is not satisfied, or any 2 of the conditions specified in section 1(12) of that Schedule are not satisfied, for 2 consecutive financial years of the holding company, the group is also disqualified as a group of eligible private companies for the financial year immediately following those 2 financial years, and every subsequent financial year, until it is qualified again under subsection (3).
Section: 366 Group of small guarantee companies L.N. 163 of 2013 03/03/2014
(1) For the purposes of this Part, if— (a) the holding company of a group of companies is formed and registered under this Ordinance; and (b) the conditions specified in section 1(13) of Schedule 3 are satisfied in the holding company’s first
financial year, the group is qualified as a group of small guarantee companies for that first financial year, and every subsequent financial year, until it is disqualified under subsection (4) or (5).
(2) For the purposes of this Part, if— (a) the holding company of a group of companies is an existing company; and (b) the conditions specified in section 1(13) of Schedule 3 are satisfied—
(i) in the holding company’s first financial year after the coming into operation of this section; or (ii) in the holding company’ s financial year for the purposes of the predecessor Ordinance that
immediately precedes that first financial year, the group is qualified as a group of small guarantee companies for that first financial year, and every subsequent financial year, until it is disqualified under subsection (4) or (5).
(3) For the purposes of this Part, if, after the first financial year of the holding company of a group of companies
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after the coming into operation of this section, the conditions specified in section 1(13) of Schedule 3 are satisfied for 2 consecutive financial years of the holding company, the group is also qualified as a group of small guarantee companies for the financial year immediately following those 2 financial years, and every subsequent financial year, until it is disqualified under subsection (4) or (5).
(4) For the purposes of this Part, if, after a group of companies is qualified as a group of small guarantee companies under subsection (1), (2) or (3), another company becomes a new member of the group in a financial year of the holding company such that the conditions specified in section 1(14) of Schedule 3 are not satisfied for the financial year, the group is disqualified as a group of small guarantee companies for the financial year, and every subsequent financial year, until it is qualified again under subsection (3).
(5) For the purposes of this Part, if, after a group of companies is qualified as a group of small guarantee companies under subsection (1), (2) or (3), the conditions specified in section 1(14) of Schedule 3 are not satisfied for 2 consecutive financial years of the holding company, the group is also disqualified as a group of small guarantee companies for the financial year immediately following those 2 financial years, and every subsequent financial year, until it is qualified again under subsection (3).
Part: Division:
9 3
A Company’s Financial Year L.N. 163 of 2013 03/03/2014
Section: 367 Financial year L.N. 163 of 2013 03/03/2014
(1) A company’s first financial year after the coming into operation of this section begins on the first day of its first accounting reference period and ends on the last day of that period.
(2) Every subsequent financial year of a company begins on the date immediately following the end of the previous financial year and ends on the last day of the accounting reference period immediately following the one by reference to which the previous financial year is determined.
(3) If an undertaking is not a company, a reference in this Ordinance to its financial year is a reference to a period in respect of which a profit and loss account of the undertaking is required, by its constitution or by the law under which it is established, to be made up, whether or not the period is a year.
(4) A company’s directors must secure that the financial year of each of its subsidiary undertakings coincides with the company’s financial year unless, in the directors’ opinion, there are good reasons against those financial years coinciding with each other.
(5) In this section— undertaking(企業) means—
(a) a body corporate; (b) a partnership; or (c) an unincorporated association carrying on a trade or business, whether for profit or not.
Section: 368 Accounting reference period L.N. 163 of 2013 03/03/2014
(1) For an existing company formed and registered before the commencement date* of Division 1 of Part 3, the first accounting reference period begins on the date immediately following its primary accounting reference date and ends on the first anniversary of its primary accounting reference date.
(2) For— (a) a company formed and registered under this Ordinance; and (b) a company formed and registered under a provision of the predecessor Ordinance having a continuing effect
under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1), the first accounting reference period begins on the date of its incorporation and ends on its primary accounting reference date.
(3) Every subsequent accounting reference period of a company is the period of 12 months beginning immediately after the end of the previous accounting reference period and ending on its accounting reference date, unless the accounting reference period is shortened or extended, as stated in a directors’ resolution under section 371(3).
___________________________________________________________________ Note:
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* Commencement date: 3 March 2014.
Section: 369 Primary accounting reference date L.N. 163 of 2013 03/03/2014
(1) For an existing company formed and registered before the commencement date* of Division 1 of Part 3, the primary accounting reference date is— (a) the date up to which the company’s accounts are made if, on or after the commencement date* of this
section, the company’s accounts— (i) have been laid before the company in general meeting under section 122 of the predecessor Ordinance
having a continuing effect under Schedule 11; or (ii) have been provided to the members under section 111(6) of the predecessor Ordinance having a
continuing effect under Schedule 11; or (b) if, on or after the commencement date* of this section, such company’s accounts have not been laid or
provided as mentioned in paragraph (a)(i) or (ii)— (i) in the case where such accounts have been prepared on or before the date by which the company is
required by section 111(1) of the predecessor Ordinance having a continuing effect under Schedule 11 to hold a general meeting, the date up to which those accounts are made;
(ii) in the case where subparagraph (i) does not apply, but accounts made up to a date falling more than one day before the commencement date* of this section have been prepared on or before the date by which the company is required by that section 111(1) to hold a general meeting, the first anniversary of the date up to which those accounts are made; or
(iii) in any other case, the date by which the company is required by that section 111(1) to hold a general meeting.
(2) Subsection (1)(a) and (b)(i) does not apply if those accounts are made up to a date falling more than one day before the commencement date* of this section.
(3) Subsection (1)(a)(i) does not apply unless the general meeting is held— (a) in the case of the company’s first general meeting, within 18 months of the company’s incorporation; or (b) in any other case, within 15 months, and in the year, after the company’s last annual general meeting.
(4) Subsection (1)(b)(ii) does not apply if those accounts are made up to a date falling more than one day before the beginning of the period of 12 months before the commencement date* of this section.
(5) For a company formed and registered under this Ordinance or under a provision of the predecessor Ordinance having a continuing effect under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1), the primary accounting reference date is— (a) a date specified by the directors before the relevant date for the purposes of this paragraph; or (b) in the absence of such a specified date, the relevant date.
(6) A date specified for the purposes of subsection (5)(a) must fall within 18 months after the date of the company’ s incorporation.
(7) In this section— relevant anniversary(有關周年日 ), in relation to a company’ s incorporation, means the anniversary of the
company’s incorporation that first occurs after this section comes into operation; relevant date(有關日期) means the last day of the month in which the relevant anniversary of the company’s
incorporation falls. ___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 370 Accounting reference date L.N. 163 of 2013 03/03/2014
Subject to section 371, a company’s accounting reference date is the anniversary of its primary accounting reference date.
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Section: 371 Alteration of accounting reference date L.N. 163 of 2013 03/03/2014
(1) The directors of a company may specify a new accounting reference date in relation to— (a) the company’s current accounting reference period and every subsequent accounting reference period; or (b) the company’s previous accounting reference period and every subsequent accounting reference period.
(2) If the directors of a public company or a company limited by guarantee specify a new accounting reference date under subsection (1), the company must, within 15 days after the date of the directors’ resolution specifying the new accounting reference date, deliver a notice, in the specified form, of that new date to the Registrar for registration.
(3) A directors’ resolution by which a new accounting reference date is specified, and a notice of that new date delivered to the Registrar, must state— (a) whether the current or previous accounting reference period concerned is to be shortened, so as to end on
the first occasion on which the new accounting reference date falls or fell after the beginning of that period; or
(b) whether the current or previous accounting reference period concerned is to be extended, so as to end on the second occasion on which the new accounting reference date falls or fell after the beginning of that period.
(4) The directors of a company must not specify a new accounting reference date in relation to the previous accounting reference period if— (a) the period for laying before the company in general meeting under section 429 a copy of the reporting
documents for the financial year determined by reference to that accounting reference period has expired; or (b) the period for sending a copy of the reporting documents for the financial year to the members under
section 430(3) has expired. (5) The directors of a company must not specify a new accounting reference date in relation to an accounting
reference period so as to extend the period to longer than 18 months. (6) The directors of a company must not specify a new accounting reference date in relation to the current or
previous accounting reference period so as to extend that period if— (a) those directors have specified a new accounting reference date in relation to an earlier accounting reference
period so as to extend that earlier period; and (b) the earlier accounting reference period ended within 5 years before the new accounting reference date is
specified. (7) Subsection (6) does not apply if—
(a) the new accounting reference date to be specified by the directors coincides with the accounting reference date of a holding company of the company; or
(b) the specification is approved by a members’ resolution. (8) If a company contravenes subsection (2), the company, and every responsible person of the company, commit an
offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.
(9) In this section— previous accounting reference period(對上的會計參照期), in relation to a company, means the accounting reference
period of the company immediately preceding the company’s current accounting reference period.
Part: Division:
9 4
Preparation of Financial Statements and Directors’ Reports
L.N. 163 of 2013 03/03/2014
Part: Division: Subdivision:
9 4 1
Preliminary L.N. 163 of 2013 03/03/2014
Section: 372 Interpretation L.N. 163 of 2013 03/03/2014
In this Division—
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in electronic form (電子形式) means in the form of an electronic record; in hard copy form (印本形式) means in a paper form or similar form capable of being read.
Part: Division: Subdivision:
9 4 2
Accounting Records L.N. 163 of 2013 03/03/2014
Section: 373 Company must keep accounting records L.N. 163 of 2013 03/03/2014
(1) A company must keep accounting records that comply with subsections (2) and (3). (2) The accounting records must be sufficient—
(a) to show and explain the company’s transactions; (b) to disclose with reasonable accuracy, at any time, the company’ s financial position and financial
performance; and (c) to enable the directors to ensure that the financial statements comply with this Ordinance.
(3) In particular, the accounting records must contain— (a) daily entries of all sums of money received and expended by the company, and the matters in respect of
which the receipt and expenditure takes place; and (b) a record of the company’s assets and liabilities.
(4) If subsection (1) does not apply in relation to a subsidiary undertaking of a company, the company must take all reasonable steps to secure that the subsidiary undertaking keeps accounting records that are sufficient to enable the company’s directors to ensure that any financial statements required to be prepared under Subdivision 3 of Division 4 comply with this Ordinance.
(5) A director of a company who fails to take all reasonable steps to secure compliance with subsection (1) or (4) commits an offence and is liable to a fine of $300000.
(6) A director of a company who wilfully fails to take all reasonable steps to secure compliance with subsection (1) or (4) commits an offence and is liable to a fine of $300000 and to imprisonment for 12 months.
(7) If a person is charged with an offence under subsection (5), 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) or (4) (as the case may be) was complied with;
and (b) was in a position to discharge that duty.
Section: 374 Where accounting records to be kept L.N. 163 of 2013 03/03/2014
(1) A company’s accounting records— (a) must be kept at its registered office or any other place that the directors think fit; and (b) must be open to inspection by the directors at all times without charge.
(2) If a company’s accounting records are kept at a place outside Hong Kong, the accounts and returns with respect to the business dealt with in those records— (a) must be sent to, and kept at, a place in Hong Kong; and (b) must be open to inspection by the directors at all times without charge.
(3) Those accounts and returns— (a) must disclose with reasonable accuracy the financial position of the business in question at intervals of not
more than 6 months; and (b) must be sufficient to enable the directors to ensure that any financial statements required to be prepared
under Subdivision 3 of Division 4 comply with this Ordinance. (4) A director of a company who fails to take all reasonable steps to secure compliance with subsection (1), (2) or
(3) commits an offence and is liable to a fine of $300000. (5) A director of a company who wilfully fails to take all reasonable steps to secure compliance with subsection (1),
(2) or (3) commits an offence and is liable to a fine of $300000 and to imprisonment for 12 months. (6) If a person is charged with an offence under subsection (4), it is a defence to establish that the person had
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reasonable grounds to believe, and did believe, that a competent and reliable person— (a) was charged with the duty of ensuring that subsection (1), (2) or (3) (as the case may be) was complied
with; and (b) was in a position to discharge that duty.
Section: 375 Director may obtain copies of accounting records during inspection
L.N. 163 of 2013 03/03/2014
(1) A company must allow a director of the company to make a copy of its accounting records in the course of inspection.
(2) A company must provide a director of the company with a copy of its accounting records without charge if so requested by the director.
(3) For the purposes of subsection (2)— (a) if the director requests a copy of the company’s accounting records in hard copy form, the company must
provide the copy in hard copy form; and (b) if the director requests a copy of the company’s accounting records in electronic form, the company must
provide the copy in any electronic form that the company thinks fit. (4) Subsections (2) and (3) do not require a company to provide a director of the company with a copy of its
accounting records in electronic form if it keeps its accounting records by recording the information in hard copy form only.
(5) If any accounting records are kept by a company by recording the information in electronic form, a requirement under this Subdivision for the accounting records to be open to inspection is to be regarded as a requirement— (a) for a reproduction of the recording in hard copy form to be open to inspection; and (b) for the recording to be open to inspection by electronic means at the request of a person entitled to inspect
the accounting records. (6) A director of a company who fails to take all reasonable steps to secure compliance with subsection (1) or (2)
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.
(7) If a person is charged with an offence under subsection (6), 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) or (2) (as the case may be) was complied with;
and (b) was in a position to discharge that duty.
Section: 376 Form of accounting records L.N. 163 of 2013 03/03/2014
(1) The information contained in a company’s accounting records must be adequately recorded such that they are available for future reference.
(2) Subject to subsection (1), a company’s accounting records may be— (a) kept in hard copy form or electronic form; and (b) arranged in the manner that the directors think fit.
(3) If a company’s accounting records are kept in electronic form, the company must ensure that those records are capable of being reproduced in hard copy form.
(4) If any accounting records are kept by a company otherwise than by making entries in a bound book, the company— (a) must take adequate precautions to guard against falsification; and (b) must take adequate steps to facilitate the discovery of a falsification.
(5) If subsection (1) is contravened, 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.
(6) If subsection (3) or (4) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.
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Section: 377 How long accounting records to be preserved L.N. 163 of 2013 03/03/2014
(1) This section applies to any accounting records, or any accounts and returns, that are required by section 373(1) or 374(2) to be kept.
(2) The company must preserve the records, or the accounts and returns, for 7 years after the end of the financial year to which the last entry made or matter recorded in the records, or the accounts and returns, relates.
(3) A director of a company who fails to take all reasonable steps to secure compliance with subsection (2) commits an offence and is liable to a fine of $300000.
(4) A director of a company who wilfully fails to take all reasonable steps to secure compliance with subsection (2) commits an offence and is liable to a fine of $300000 and to imprisonment for 12 months.
(5) 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 (2) was complied with; and (b) was in a position to discharge that duty.
Section: 378 Court may order accounting records to be inspected on director’s behalf
L.N. 163 of 2013 03/03/2014
(1) On application by a director of a company, the Court may by order authorize a person to inspect the company’s accounting records on the director’s behalf.
(2) Unless the Court otherwise directs, a person so authorized may make copies of the accounting records. (3) The Court may make any or all of the following orders—
(a) an order limiting the use that a person so authorized may make of the information obtained during the inspection;
(b) an order limiting the right of a person so authorized to make copies in accordance with subsection (2); (c) any other order that it thinks fit.
Part: Division: Subdivision:
9 4 3
Financial Statements L.N. 163 of 2013 03/03/2014
Section: 379 Directors must prepare financial statements L.N. 163 of 2013 03/03/2014
(1) A company’s directors must prepare for each financial year statements that comply with sections 380 and 383. (2) Despite subsection (1), if the company is a holding company at the end of the financial year, the directors must
instead prepare for the financial year consolidated statements that comply with sections 380, 381 and 383. (3) Subsection (2) does not apply—
(a) if the company is a wholly owned subsidiary of another body corporate in the financial year; or (b) if—
(i) the company is a partially owned subsidiary of another body corporate in the financial year; (ii) at least 6 months before the end of the financial year, the directors notify the members in writing of the
directors’ intention not to prepare consolidated statements for the financial year, and the notification does not relate to any other financial year; and
(iii) as at a date falling 3 months before the end of the financial year, no member has responded to the notification by giving the directors a written request for the preparation of consolidated statements for the financial year.
(4) If, as respects any financial statements a copy of which is laid before a company in general meeting under section 429, or sent to a member under section 430 or otherwise circulated, published or issued by the company, a director of the company fails to take all reasonable steps to secure compliance with subsection (1) or (2), the director commits an offence and is liable to a fine of $300000.
(5) If, as respects any financial statements a copy of which is laid before a company in general meeting under section 429, or sent to a member under section 430 or otherwise circulated, published or issued by the company,
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a director of the company wilfully fails to take all reasonable steps to secure compliance with subsection (1) or (2), the director commits an offence and is liable to a fine of $300000 and to imprisonment for 12 months.
(6) If a person is charged with an offence under subsection (4), 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) or (2) (as the case may be) was complied with;
and (b) was in a position to discharge that duty.
Section: 380 General requirements for financial statements L.N. 163 of 2013 03/03/2014
(1) The annual financial statements for a financial year— (a) must give a true and fair view of the financial position of the company as at the end of the financial year;
and (b) must give a true and fair view of the financial performance of the company for the financial year.
(2) The annual consolidated financial statements for a financial year— (a) must give a true and fair view of the financial position of the company, and all the subsidiary undertakings,
as a whole as at the end of the financial year; and (b) must give a true and fair view of the financial performance of the company, and all the subsidiary
undertakings, as a whole for the financial year. (3) The financial statements for a financial year must comply with—
(a) if the company falls within the reporting exemption for the financial year, Part 1 of Schedule 4; or (b) if the company does not fall within the reporting exemption for the financial year, Parts 1 and 2 of Schedule
4. (4) The financial statements for a financial year must also comply with—
(a) any other requirements of this Ordinance in relation to the financial statements; and (b) the accounting standards applicable to the financial statements.
(5) If, in relation to any financial statements, compliance with subsections (3) and (4) would be insufficient to give a true and fair view under subsection (1) or (2), the financial statements must contain all additional information necessary for that purpose.
(6) If, in relation to any financial statements, compliance with subsection (3) or (4) would be inconsistent with a requirement to give a true and fair view under subsection (1) or (2), the financial statements— (a) must depart from subsection (3) or (4) (as the case may be) to the extent necessary for it to give a true and
fair view; and (b) must contain the reasons for, and the particulars and effect of, the departure.
(7) Subsections (1), (2), (5) and (6) do not apply if the company falls within the reporting exemption for the financial year.
(8) In this section— (a) accounting standards(會計準則) means statements of standard accounting practice issued or specified by a
body prescribed by the Regulation; and (b) a reference to accounting standards applicable to any financial statements is a reference to accounting
standards as are, in accordance with their terms, relevant to the company’s circumstances and to the financial statements.
(9) This section has effect subject to section 382.
Section: 381 Subsidiary undertakings to be included in annual consolidated financial statements
L.N. 163 of 2013 03/03/2014
(1) Subject to subsections (2) and (3), the annual consolidated financial statements for a financial year must include all the subsidiary undertakings of the company.
(2) Where the company falls within the reporting exemption for the financial year, one or more subsidiary undertakings may be excluded from the annual consolidated financial statements in compliance with the accounting standards applicable to the statements.
(3) Where the company does not fall within the reporting exemption for the financial year—
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(a) one subsidiary undertaking may be excluded from the annual consolidated financial statements if the inclusion of the subsidiary undertaking is not material for the purpose of giving a true and fair view of the financial position, and of the financial performance, mentioned in section 380(2)(a) and (b); and
(b) more than one subsidiary undertaking may be excluded from the annual consolidated financial statements if the inclusion of those subsidiary undertakings taken together is not material for the purpose of giving a true and fair view of the financial position, and of the financial performance, mentioned in section 380(2)(a) and (b).
(4) This section has effect subject to section 382.
Section: 382 Provisions supplementary to sections 380 and 381 L.N. 163 of 2013 03/03/2014
(1) This section applies if at any time during a financial year of a private company— (a) the company registers any transfer of shares in the company in contravention of the restrictions imposed by
the company’s articles; (b) the membership of the company exceeds the number specified in section 11(1)(a)(ii); or (c) the company makes an invitation to the public to subscribe for any shares or debentures of the company.
(2) The financial statements of the company for the financial year must comply with sections 380 and 381 as if the company were a public company.
(3) The Court may, on the application of the company or a person interested in the matter, order that subsections (1) and (2) do not apply.
(4) The Court may make the order on any terms and conditions that the Court thinks just and expedient. (5) The Court must not make the order unless the Court is satisfied that—
(a) the occurrence of the event mentioned in subsection (1)(a), (b) or (c) was accidental; (b) it was due to inadvertence or to some other sufficient cause that the event occurred; or (c) it is just and equitable to grant the relief on other grounds.
Section: 383 Notes to financial statements to contain information on directors’ emoluments etc.
L.N. 163 of 2013 03/03/2014
(1) The financial statements for a financial year must contain, in the notes to the statements, the information prescribed by the Regulation for the purposes of this subsection about the following— (a) the directors’ emoluments; (b) the directors’ retirement benefits; (c) payments made or benefit provided in respect of the termination of the service of directors, whether in the
capacity of directors or in any other capacity while directors; (d) loans, quasi-loans and other dealings in favour of—
(i) directors of the company and of a holding company of the company; (ii) bodies corporate controlled by such directors; and (iii) entities connected with such directors;
(e) material interests of directors in transactions, arrangements or contracts entered into by the company or another company in the same group of companies;
(f) consideration provided to or receivable by third parties for making available the services of a person as director or in any other capacity while director.
(2) In subsection (1)— (a) a reference to a director—
(i) in the case of subsection (1)(b), includes a former director; (ii) in the case of subsection (1)(c) includes a former director and shadow director; and (iii) in the case of subsection (1)(d) and (e), includes a shadow director;
(b) a reference to a body corporate controlled by a director has the meaning given by section 492; and (c) a reference to an entity connected with a director has the meaning given by section 486.
(3) Despite subsection (1)(d), the financial statements for a financial year are not required to contain the information prescribed by the Regulation for the purposes of that subsection if the company complies with the requirements prescribed by the Regulation for the purposes of this subsection.
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(4) The notes to any financial statements must also comply with other requirements prescribed by the Regulation. (5) A person who is, or has been during the preceding 5 years, a director or shadow director of a company must give
notice to the company of any matter that— (a) is prescribed by the Regulation; (b) relates to the person; and (c) is necessary for the purposes of subsection (1).
(6) A person who contravenes subsection (5) commits an offence and is liable to a fine at level 5.
Section: 384 Register of particulars not required to be contained in notes to financial statements
L.N. 163 of 2013 03/03/2014
(1) A company must enter into a register the particulars that would, but for section 383(3), be required by section 383(1)(d) to be contained in the notes to the financial statements for a financial year.
(2) A company must keep the particulars in the register for at least 10 years after the date on which the particulars are entered.
(3) If a company contravenes subsection (1) or (2), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4.
Section: 385 Place where register mentioned in section 384 must be kept L.N. 163 of 2013 03/03/2014
(1) A company must keep the register mentioned in section 384 at— (a) the company’s registered office; or (b) a place prescribed by regulations made under section 657.
(2) A company must notify the Registrar of the place at which the register mentioned in section 384 is kept. The notice must be in the specified form and be delivered to the Registrar for registration within 15 days after the register is first kept at that place.
(3) A company must notify the Registrar of any change (other than a change of the address of the company’s registered office) in the place at which the register mentioned in section 384 is kept. The notice must be in the specified form and be delivered to the Registrar for registration within 15 days after the change.
(4) Subsection (2) does not require a company to notify the Registrar of the place at which the register mentioned in section 384 is kept— (a) if, in the case of a register that came into existence on or after the commencement date* of this section, it
has at all times been kept at the company’s registered office; or (b) if—
(i) immediately before that commencement date*, the company kept a register for the purposes of section 161BB of the predecessor Ordinance; and
(ii) on and after that commencement date*, that register is kept as a register for the purposes of section 384 at the place at which that registrar was kept immediately before that commencement date*.
(5) If a company contravenes subsection (1), (2) or (3), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 386 Right to inspect and request copy L.N. 163 of 2013 03/03/2014
(1) A member of a company is entitled, on request made in the prescribed manner and without charge, to inspect the register kept by the company under section 384 in accordance with regulations made under section 657.
(2) A member of a company is entitled, on request and on payment of a prescribed fee, to be provided with a copy of the register kept by the company under section 384, or any part of it, in accordance with regulations made under section 657.
(3) In this section— prescribed(訂明) means prescribed by regulations made under section 657.
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Section: 387 Statement of financial position to be approved and signed L.N. 163 of 2013 03/03/2014
(1) A statement of financial position that forms part of any financial statements— (a) must be approved by the directors; and (b) must be signed—
(i) by 2 directors on the directors’ behalf; or (ii) in the case of a company having only one director, by the director.
(2) Every copy of a statement of financial position that forms part of any financial statements laid before a company in general meeting under section 429, or sent to a member under section 430 or otherwise circulated, published or issued by the company, must state the name of the person who signed the statement on the directors’ behalf.
(3) If, as respects any financial statements a copy of which is circulated, published or issued by the company, subsection (1) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4.
(4) If subsection (2) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4.
Part: Division: Subdivision:
9 4 4
Directors’ Report L.N. 163 of 2013 03/03/2014
Section: 388 Directors must prepare directors’ report L.N. 163 of 2013 03/03/2014
(1) A company’s directors must prepare for each financial year a report that— (a) complies with sections 390 and 543(2) and Schedule 5; (b) contains the information prescribed by the Regulation; and (c) complies with other requirements prescribed by the Regulation.
(2) Despite subsection (1), if the company is a holding company in a financial year, and the directors prepare annual consolidated financial statements for the financial year, the directors must instead prepare for the financial year a consolidated report that— (a) complies with sections 390 and 543(2) and Schedule 5; (b) contains the information prescribed by the Regulation; and (c) complies with other requirements prescribed by the Regulation.
(3) Subsection (1) or (2) does not require the directors’ report for a financial year to comply with Schedule 5 if— (a) the company falls within the reporting exemption for the financial year; (b) the company is a wholly owned subsidiary of another body corporate in the financial year; or (c) the company is a private company that does not fall within the reporting exemption for the financial year,
and a special resolution is passed by the members to the effect that the company is not to prepare a business review required by that Schedule for the financial year.
(4) A resolution for the purposes of subsection (3)(c)— (a) may be passed in relation to—
(i) a financial year; or (ii) a financial year and every subsequent financial year;
(b) must be passed at least 6 months before the end of the financial year to which the directors’ report relates; and
(c) may only be revoked by a special resolution. (5) Subsections (1), (2) and (3) have effect subject to section 389. (6) A director of a company who fails to take all reasonable steps to secure compliance with subsection (1) or (2)
commits an offence and is liable to a fine of $150000. (7) A director of a company who wilfully fails to take all reasonable steps to secure compliance with subsection (1)
or (2) commits an offence and is liable to a fine of $150000 and to imprisonment for 6 months. (8) If a person is charged with an offence under subsection (6), it is a defence to establish that the person had
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reasonable grounds to believe, and did believe, that a competent and reliable person— (a) was charged with the duty of ensuring that subsection (1) or (2) (as the case may be) was complied with;
and (b) was in a position to discharge that duty.
Section: 389 Provisions supplementary to section 388 L.N. 163 of 2013 03/03/2014
(1) This section applies if at any time during a financial year of a private company— (a) the company registers any transfer of shares in the company in contravention of the restrictions imposed by
the company’s articles; (b) the membership of the company exceeds the number specified in section 11(1)(a)(ii); or (c) the company makes an invitation to the public to subscribe for any shares or debentures of the company.
(2) The directors’ report for the financial year is required to comply with section 388 as if the company were a public company.
(3) The Court may, on the application of the company or a person interested in the matter, order that subsections (1) and (2) do not apply.
(4) The Court may make the order on any terms and conditions that the Court thinks just and expedient. (5) The Court must not make the order unless the Court is satisfied that—
(a) the occurrence of the event mentioned in subsection (1)(a), (b) or (c) was accidental; (b) it was due to inadvertence or to some other sufficient cause that the event occurred; or (c) it is just and equitable to grant the relief on other grounds.
Section: 390 Contents of directors’ report: general L.N. 163 of 2013 03/03/2014
(1) A directors’ report for a financial year must contain— (a) the name of every person who was a director of the company—
(i) during the financial year; or (ii) during the period beginning with the end of the financial year and ending on the date of the report; and
(b) the principal activities of the company in the course of the financial year. (2) A directors’ report must contain particulars of any other matter—
(a) that is material for the members’ appreciation of the state of the company’s affairs; and (b) the disclosure of which will not, in the directors’ opinion, be harmful to the business of the company.
(3) This section has effect in relation to a directors’ report required to be prepared under section 388(2) as if a reference to the company in subsection (1) or (2) were a reference to— (a) the company; and (b) the subsidiary undertakings included in the annual consolidated financial statements for the financial year.
Section: 391 Directors’ report to be approved and signed L.N. 163 of 2013 03/03/2014
(1) A directors’ report— (a) must be approved by the directors; and (b) must be signed on the directors’ behalf by a director or by the company secretary.
(2) Every copy of a directors’ report laid before a company in general meeting under section 429, or sent to a member under section 430 or otherwise circulated, published or issued by the company, must state the name of the person who signed the report on the directors’ behalf.
(3) If, as respects any directors’ report a copy of which is circulated, published or issued by the company, subsection (1) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4.
(4) If subsection (2) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4.
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Part: Division:
9 5
Auditor and Auditor’s Report L.N. 163 of 2013 03/03/2014
Part: Division: Subdivision:
9 5 1
Preliminary L.N. 163 of 2013 03/03/2014
Section: 392 Interpretation L.N. 163 of 2013 03/03/2014
In this Division— appointment period (委任期) , in relation to a financial year, means the period of 28 days beginning on whichever is
the earlier of the following— (a) the date on which a copy of the reporting documents for the previous financial year is sent or provided to
every member of the company under section 430(3) or 612(1)(b) (as the case may be); (b) the last date on which a copy of the reporting documents for the previous financial year must be sent or
provided to every member of the company under section 430(3) or 612(1)(b) (as the case may be); cessation statement (停任陳述) means a statement given under section 422(1), (2) or (3) or 423(2)(a); practice unit (執業單位) has the meaning given by section 2(1) of the Professional Accountants Ordinance (Cap 50); statement of circumstance (情況陳述) means a statement given under section 424(a) or 425(1)(a).
Part: Division: Subdivision:
9 5 2
Appointment of Auditor L.N. 163 of 2013 03/03/2014
Section: 393 Eligibility for appointment L.N. 163 of 2013 03/03/2014
(1) Only a practice unit is eligible for appointment as auditor of a company under this Subdivision. (2) The following are disqualified for appointment as auditor of a company under this Subdivision—
(a) a person who is an officer or employee of the company; (b) a person who is a partner or employee of a person mentioned in paragraph (a); (c) a person who—
(i) is, by virtue of paragraph (a) or (b), disqualified for appointment as auditor of any other undertaking that is a subsidiary undertaking, or a parent undertaking, of the company or is a subsidiary undertaking of that parent undertaking; or
(ii) would be so disqualified if the undertaking were a company. (3) In this section, a reference to an officer or employee of a company excludes an auditor of the company.
Section: 394 Auditor must be appointed for each financial year L.N. 163 of 2013 03/03/2014
(1) An auditor must be appointed for each financial year of a company. (2) An auditor may be appointed only under this Subdivision.
Section: 395 Appointment of first auditor by directors L.N. 163 of 2013 03/03/2014
(1) This section applies to— (a) a company formed and registered under this Ordinance; and (b) a company formed and registered under a provision of the predecessor Ordinance having a continuing effect
under Schedule 11 or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1). (2) If the company is required to hold an annual general meeting in accordance with section 610 in respect of its first
financial year, the directors may appoint the auditor of the company for that first financial year at any time
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before the annual general meeting. (3) If, by virtue of section 612(1) or (2), the company is not required to hold an annual general meeting in
accordance with section 610 in respect of its first financial year, the directors may appoint the auditor of the company for that first financial year at any time before the appointment period in relation to the next financial year.
Section: 396 Appointment of auditor by company members L.N. 163 of 2013 03/03/2014
(1) A company must appoint the auditor of the company for a financial year by a resolution passed at the annual general meeting held in respect of the previous financial year.
(2) Subsection (1) does not apply to a company that, by virtue of section 612(2), is not required to hold an annual general meeting in accordance with section 610 in respect of the previous financial year.
(3) A company must appoint the auditor of the company for a financial year by a resolution passed at a general meeting if— (a) by virtue of section 612(2), it is not required to hold an annual general meeting in accordance with section
610 in respect of the previous financial year; and (b) no person is deemed to be reappointed as auditor of the company for the financial year under section 403.
(4) An appointment under subsection (3) must be made before the end of the appointment period in relation to the financial year.
(5) If, at the annual general meeting held in respect of the previous financial year, a company has not appointed the auditor of the company for a financial year, the company must make the appointment by a resolution passed at another general meeting.
(6) A company to which section 395 applies may, by a resolution passed at a general meeting, appoint the auditor of the company for its first financial year if the directors have not done so under that section.
Section: 397 Appointment to fill casual vacancy L.N. 163 of 2013 03/03/2014
(1) The directors may appoint a person to fill a casual vacancy in the office of auditor of the company. (2) If the directors have not done so within one month after the casual vacancy occurs, the members may, by a
resolution passed at a general meeting, appoint a person to fill the casual vacancy.
Section: 398 Appointment of auditor by Court L.N. 163 of 2013 03/03/2014
(1) The Court may, on application by a member of a company, appoint the auditor of the company for a financial year if— (a) in the case of a company required to hold an annual general meeting in accordance with section 610 in
respect of the previous financial year— (i) at the annual general meeting, no person has been appointed as auditor of the company for the
financial year; or (ii) an annual general meeting has not been held in accordance with that section; or
(b) in the case of a company not required to hold an annual general meeting in accordance with section 610 in respect of the previous financial year by virtue of section 612(2)— (i) at the end of the appointment period in relation to the financial year, no person has been appointed as
auditor of the company for the financial year; and (ii) no person is deemed to be reappointed as auditor of the company for the financial year under section
403. (2) The Court may, on application by a member of a company to which section 395 applies, appoint the auditor of
the company for its first financial year if an appointment has not been made under sections 395(2) or (3) and 396(6).
(3) The Court may, on application by a member of a company, appoint a person to fill a casual vacancy in the office of auditor of the company if an appointment has not been made under section 397.
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Section: 399 Effect of appointing a firm as auditor L.N. 163 of 2013 03/03/2014
If a firm is appointed, by the firm name, as auditor of a company, the appointment is to be regarded as an appointment of those persons who—
(a) are the partners in the firm from time to time during the currency of the appointment; and (b) are eligible, and not disqualified, for appointment as auditor of the company under this Subdivision.
Section: 400 Special notice required for resolution for appointing auditor in some cases
L.N. 163 of 2013 03/03/2014
(1) Special notice is required for— (a) a resolution proposed for the purposes of section 396(1), (3) or (5) for appointing a person as auditor in
place of a specified incumbent; and (b) a resolution proposed for the purposes of section 397(2). Note— See also section 578 which sets out the requirements regarding special notice.
(2) Special notice is also required for a resolution proposed for the purposes of section 396(1), (3) or (5) for appointing a specified incumbent as auditor if that incumbent holds office by virtue of an appointment by the directors to fill a casual vacancy under section 397(1).
(3) On receipt of a special notice, the company must send a copy of it— (a) to the person proposed to be appointed as auditor; and (b) in the case of—
(i) a proposed appointment under section 396(1), (3) or (5) of a person in place of a specified incumbent, to that incumbent; or
(ii) a proposed appointment under section 396(1), (3) or (5) of a specified incumbent who holds office by virtue of an appointment under section 397(1) or (2) to fill a casual vacancy caused by a resignation, to the person who resigned.
(4) In this section— specified incumbent(指明在任人) means—
(a) the person who is the last auditor of the company and whose term of office as auditor has expired; or (b) the person whose term of office as auditor will expire—
(i) at the end of the general meeting; or (ii) at the end of the appointment period in relation to the financial year concerned.
Section: 401 Copies of written resolution for appointment must be sent to new and old auditors
L.N. 163 of 2013 03/03/2014
(1) This section applies if an appointment of an auditor specified in subsection (2) is proposed to be effected by a written resolution of the members of a company.
(2) The appointment is— (a) an appointment under section 396(1), (3) or (5) of a person in place of a specified incumbent; or (b) an appointment under section 396(1), (3) or (5) of a specified incumbent who holds office by virtue of an
appointment under section 397(1) or (2) to fill a casual vacancy caused by a resignation. (3) On receipt of a copy of the proposed resolution, the company must send a copy of it—
(a) to the person proposed to be appointed as auditor; and (b) in the case of—
(i) subsection (2)(a), to the specified incumbent; or (ii) subsection (2)(b), to the person who resigned.
(4) If a company contravenes subsection (3), the written resolution is ineffective. (5) In this section— specified incumbent(指明在任人) means—
(a) the person who is the last auditor of the company and whose term of office as auditor has expired; or (b) the person whose term of office as auditor will expire at the end of the appointment period in relation to the
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financial year concerned.
Section: 402 Terms of office of auditor L.N. 163 of 2013 03/03/2014
(1) A person appointed as auditor of a company holds office in accordance with the terms of the appointment. (2) Despite subsection (1)—
(a) a person appointed as auditor of a company does not take office until the previous auditor’s appointment is terminated; and
(b) a person appointed as auditor of a company for a financial year under section 395, 396, 397 or 398 holds office until— (i) if the company holds an annual general meeting in accordance with section 610 in respect of the
financial year, the end of the annual general meeting; (ii) if, by virtue of section 612(1), the company does not hold an annual general meeting in accordance
with section 610 in respect of the financial year, the date of the written resolution passed for the purposes of section 612(1); or
(iii) if, by virtue of section 612(2), the company does not hold an annual general meeting in accordance with section 610 in respect of the financial year, the end of the appointment period in relation to the next financial year.
Section: 403 Person deemed to be reappointed as auditor L.N. 163 of 2013 03/03/2014
(1) If— (a) by virtue of section 612(2), a company is not required to hold an annual general meeting in accordance with
section 610 in respect of a financial year; and (b) at the end of the appointment period in relation to the next financial year, no person has been appointed as
auditor of the company for that next financial year, the person who is the auditor of the company as at the end of that appointment period is deemed to be reappointed, at that time, as auditor of the company for that next financial year on the same terms of appointment.
(2) Despite subsection (1), the person is not deemed to be reappointed as auditor of the company for the next financial year if— (a) the person was appointed as auditor under section 395 or 397(1); (b) the company’s articles require an actual appointment; (c) before the person is deemed to be reappointed under that subsection, the members have by a resolution
passed at a general meeting resolved that the person should not be reappointed as auditor for that next financial year;
(d) the person declines the reappointment in a written notice sent to the company at least 14 days before the end of the appointment period in relation to that next financial year; or
(e) members representing at least the requisite percentage of the voting rights of all the members who would be entitled to vote on a resolution that the person should not be reappointed give the company a notice complying with subsection (5).
(3) Special notice is required for a resolution proposed for the purposes of subsection (2)(c). Note— See also section 578 which sets out the requirements regarding special notice.
(4) On receipt of a special notice, the company must send a copy of it to the person proposed not to be reappointed. (5) A notice for the purposes of subsection (2)(e)—
(a) must state that the person should not be reappointed; (b) must be authenticated by the member or members giving it; (c) must be delivered to the company in hard copy form or electronic form; and (d) must be received by the company before the end of the accounting reference period immediately preceding
the time when the reappointment would have effect. (6) This section does not affect the operation of Subdivision 6. (7) In ascertaining the amount of any compensation or damages payable to a person on ceasing to hold office of
auditor for any reason, no account is to be taken of any loss of the opportunity of being deemed to be
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reappointed as auditor under this section. (8) In this section— requisite percentage(所需百分比) means 5%, or a lower percentage specified for the purposes of this section in the
company’s articles.
Section: 404 Auditor’s remuneration L.N. 163 of 2013 03/03/2014
(1) The remuneration of an auditor of a company appointed by the members may be fixed— (a) by a resolution passed at a general meeting; or (b) in the manner specified in such a resolution.
(2) The remuneration of an auditor of a company appointed by the directors— (a) may be fixed by the directors when making the appointment; or (b) if it has not been fixed by the directors, may be fixed—
(i) by a resolution passed at a general meeting; or (ii) in the manner specified in such a resolution.
(3) The remuneration of an auditor of a company appointed by the Court— (a) may be fixed by the Court when making the appointment; or (b) if it has not been fixed by the Court, may be fixed—
(i) by a resolution passed at a general meeting; or (ii) in the manner specified in such a resolution.
(4) In this section— remuneration(酬金), in relation to an auditor of a company, includes any sum paid by the company in respect of the
expenses of the auditor.
Part: Division: Subdivision:
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Auditor’s Report L.N. 163 of 2013 03/03/2014
Section: 405 Auditor’s duty to report L.N. 163 of 2013 03/03/2014
A company’s auditor must prepare a report for the members on any financial statements prepared by the directors, a copy of which is laid before the company in general meeting under section 429, or is sent to a member under section 430 or otherwise circulated, published or issued by the company, during the auditor’s term of office.
Section: 406 Auditor’s opinion on financial statements, directors’ report, etc.
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(1) An auditor’s report must state, in the auditor’s opinion— (a) whether the financial statements have been properly prepared in compliance with this Ordinance; and (b) in particular, whether the financial statements—
(i) in the case of annual financial statements of a company that does not fall within the reporting exemption for the financial year, give a true and fair view of the financial position and financial performance of the company as required by section 380; or
(ii) in the case of annual consolidated financial statements of a company that does not fall within the reporting exemption for the financial year, give a true and fair view of the financial position and financial performance of the company and all the subsidiary undertakings as required by section 380.
(2) If a company’s auditor is of the opinion that the information in a directors’ report for a financial year is not consistent with the financial statements for the financial year, the auditor— (a) must state that opinion in the auditor’s report; and (b) may bring that opinion to the members’ attention at a general meeting.
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Section: 407 Auditor’s opinion on other matters L.N. 163 of 2013 03/03/2014
(1) In preparing an auditor’s report, the auditor must carry out an investigation that will enable the auditor to form an opinion as to— (a) whether adequate accounting records have been kept by the company; and (b) whether the financial statements are in agreement with the accounting records.
(2) A company’s auditor must state the auditor’s opinion in the auditor’s report if the auditor is of the opinion that— (a) adequate accounting records have not been kept by the company; or (b) the financial statements are not in agreement with the accounting records in any material respect.
(3) If a company’s auditor fails to obtain all the information or explanations that, to the best of the auditor’s knowledge and belief, are necessary and material for the purpose of the audit, the auditor must state that fact in the auditor’s report.
(4) If the financial statements do not comply with section 383(1), the auditor must include in the auditor’s report, so far as the auditor is reasonably able to do so, a statement giving the particulars that are required to be, but have not been, contained in the financial statements.
Section: 408 Offences relating to contents of auditor’s report L.N. 163 of 2013 03/03/2014
(1) Every person specified in subsection (2) commits an offence if the person knowingly or recklessly causes a statement required to be contained in an auditor’s report under section 407(2)(b) or (3) to be omitted from the report.
(2) The persons are— (a) if the auditor who prepares the auditor’s report is a natural person—
(i) the auditor; and (ii) every employee and agent of the auditor who is eligible for appointment as auditor of the company;
(b) if the auditor who prepares the auditor’s report is a firm, every partner, employee and agent of the auditor who is eligible for appointment as auditor of the company; or
(c) if the auditor who prepares the auditor’s report is a body corporate, every officer, member, employee and agent of the auditor who is eligible for appointment as auditor of the company.
(3) A person who commits an offence under subsection (1) is liable to a fine of $150000.
Section: 409 Auditor’s reports to be signed L.N. 163 of 2013 03/03/2014
(1) An auditor’s report must be signed— (a) if the auditor is a natural person, by the auditor; or (b) if the auditor is a firm or body corporate, by a natural person authorized to sign the auditor’s name on the
auditor’s behalf. (2) An auditor’s report must state the auditor’s name. (3) Every copy of an auditor’s report laid before a company in general meeting under section 429, or sent to a
member under section 430 or otherwise circulated, published or issued by the company, must state the auditor’ s name.
(4) If subsection (3) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4.
Part: Division: Subdivision:
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Auditor’s Rights and Privileges, etc. L.N. 163 of 2013 03/03/2014
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Section: 410 Qualified privileges L.N. 163 of 2013 03/03/2014
(1) In the absence of malice, an auditor of a company is not liable to any action for defamation at the suit of any person in respect of any statement made by the auditor in the course of performing duties as auditor of the company.
(2) In the absence of malice, a person is not liable to any action for defamation at the suit of any person in respect of the publication of any document— (a) prepared by an auditor of a company in the course of performing duties as auditor of the company; and (b) required by this Ordinance—
(i) to be delivered to the Registrar; or (ii) to be sent to any member of the company or any other person.
(3) This section does not limit or affect any other right, privilege or immunity that an auditor of a company, or any other person, has as defendant in an action for defamation.
(4) In this section, a reference to performing duties as auditor of a company includes— (a) making a cessation statement, giving the statement to the company, and requesting the company to comply
with the requirement specified in section 422(5) in relation to the statement; and (b) making a statement of circumstances, and giving the statement to the company.
Section: 411 Rights in relation to general meeting L.N. 163 of 2013 03/03/2014
(1) A person appointed as auditor of a company is entitled— (a) to attend any of the company’s general meetings; and (b) to be heard, at any of the company’s general meetings, on any part of the business of the meeting that
concerns the person as auditor of the company. (2) A person’s entitlement under subsection (1)(a) or (b) is, if the person is a firm or body corporate, exercisable
by a natural person authorized by the person to act as the person’s representative at the meeting.
Section: 412 Rights in relation to information L.N. 163 of 2013 03/03/2014
(1) An auditor of a company has a right of access to the company’s accounting records. (2) An auditor of a company may require a person that is a related entity of the company, or was a related entity of
the company at the time to which the information or explanation relates, to provide the auditor with any information or explanation that the auditor reasonably requires for the performance of the duties as auditor of the company.
(3) If an auditor has required a person to provide any information or explanation under subsection (2), the person must provide the information or explanation as soon as practicable after being required.
(4) If a subsidiary undertaking of a company is not a company incorporated in Hong Kong, an auditor of the company may require the company to obtain from any of the persons specified in subsection (5) any information or explanation that the auditor reasonably requires for the performance of the duties as auditor of the company.
(5) The persons are— (a) the subsidiary undertaking; (b) a person who—
(i) is an officer or auditor of the subsidiary undertaking; or (ii) was an officer or auditor of the subsidiary undertaking at the time to which the information or
explanation relates; and (c) a person who—
(i) holds or is accountable for any of the subsidiary undertaking’s accounting records; or (ii) held or was accountable for the subsidiary undertaking’s accounting records at the time to which the
information or explanation relates. (6) If an auditor has required a company to obtain any information or explanation from a person under subsection
(4), the company must take all reasonable steps to obtain the information or explanation as soon as practicable after being required.
(7) A statement made by a person in response to a requirement under subsection (2) or (4) may not be used in
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evidence against the person in any criminal proceedings except proceedings for an offence under section 413. (8) This section does not compel a person to disclose information in respect of which a claim to legal professional
privilege could be maintained in legal proceedings. (9) In this section— related entity(有關連實體), in relation to a company, means—
(a) an officer of the company; (b) a subsidiary undertaking of the company that is a company incorporated in Hong Kong; (c) an officer or auditor of such a subsidiary undertaking; or (d) a person holding or accountable for any of the accounting records of the company or such a subsidiary
undertaking.
Section: 413 Offences relating to section 412 L.N. 163 of 2013 03/03/2014
(1) A person who contravenes section 412(3) commits an offence and 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.
(2) If a person is charged with an offence under subsection (1), it is a defence to establish that it was not reasonably practicable for the person to provide the information or explanation.
(3) A person commits an offence if— (a) the person makes a statement to an auditor of a company that conveys or purports to convey any
information or explanation that the auditor requires, or is entitled to require, under section 412(2) or (4); (b) the statement is misleading, false or deceptive in a material particular; and (c) the person knows that, or is reckless as to whether or not, the statement is misleading, false or deceptive in a
material particular. (4) A person who commits an offence under subsection (3) 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.
(5) If a company contravenes section 412(6), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
(6) If a person is charged with an offence under subsection (5) for failing to obtain any information or explanation from a subsidiary undertaking or another person, it is a defence to establish that— (a) it would be an offence under the law of a place outside Hong Kong for the subsidiary undertaking or that
other person to provide the information or explanation to the defendant; and (b) the subsidiary undertaking or that other person did not provide the information or explanation to the
defendant on that ground. (7) This section does not affect an auditor’s right to apply for an injunction to enforce any of the auditor’s rights
under section 412.
Section: 414 Auditor may provide information to incoming auditor without contravening duties
L.N. 163 of 2013 03/03/2014
(1) A person who is or has been an auditor of a company does not contravene any duty owed by the person as such auditor in law by reason only that the person gives workrelated information to another person— (a) who is an auditor of the company; (b) who has been appointed as auditor of the company but whose term of office has not yet begun; or (c) to whom the company has offered the position as auditor but who has not yet been appointed.
(2) Subsection (1) does not apply unless the person who gives work-related information to another person— (a) does so in good faith; and (b) reasonably believes that the information is relevant to the performance of that other person’s duties as
auditor of the company. (3) In this section— work-related information(工作資料), in relation to a person who is or has been an auditor of a company, means
information of which the person became aware in the capacity of auditor.
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Part: Division: Subdivision:
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Auditor’s Liability L.N. 163 of 2013 03/03/2014
Section: 415 Avoidance of provisions protecting auditor from liability L.N. 163 of 2013 03/03/2014
(1) This section applies to a provision contained in a company’s articles, or in a contract entered into by a company, or otherwise.
(2) If a provision purports to exempt an auditor of the company from any liability that would otherwise attach to the auditor in connection with any negligence, default, breach of duty or breach of trust occurring in the course of performance of the duties as auditor in relation to the company, the provision is void.
(3) If, by a provision, the company directly or indirectly provides an indemnity for an auditor of the company, or an auditor of an associated company of the company, against any liability attaching to the auditor in connection with any negligence, default, breach of duty or breach of trust occurring in the course of performance of the duties as auditor in relation to the company or associated company (as the case may be), the provision is void.
(4) Subsection (3) does not prevent a company from taking out and keeping in force insurance for an auditor of the company, or an auditor of an associated company of the company, against— (a) any liability to any person attaching to the auditor in connection with any negligence, default, breach of
duty or breach of trust (except for fraud) occurring in the course of performance of the duties of auditor in relation to the company or associated company (as the case may be); or
(b) any liability incurred by the auditor in defending any proceedings (whether civil or criminal) taken against the auditor for any negligence, default, breach of duty or breach of trust (including fraud) occurring in the course of performance of the duties of auditor in relation to the company or associated company (as the case may be).
(5) Subsection (3) does not prevent a company from indemnifying an auditor of the company against any liability incurred by the auditor— (a) in defending any proceedings (whether civil or criminal) in which judgment is given in the auditor’s
favour or the auditor is acquitted; or (b) in connection with an application under section 903 or 904 in which relief is granted to the auditor by the
Court. (6) In this section, a reference to performance of the duties of auditor includes—
(a) making a cessation statement, giving the statement to the company, and requesting the company to comply with the requirement specified in section 422(5) in relation to the statement; and
(b) making a statement of circumstances, and giving the statement to the company.
Part: Division: Subdivision:
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Termination of Auditor’s Appointment L.N. 163 of 2013 03/03/2014
Section: 416 When appointment is terminated L.N. 163 of 2013 03/03/2014
(1) A person’s appointment as auditor of a company is terminated if— (a) the term of office expires; (b) the person resigns from office under section 417(1); (c) the person ceases to be auditor under section 418; (d) the person is removed from office under section 419(1); or (e) a winding up order is made in respect of the company.
(2) Where a firm is appointed, by the firm name, as auditor of a company, the appointment is also terminated if every person who is regarded as being appointed as auditor by virtue of section 399— (a) ceases to be a partner in the firm before the term of office expires; or
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(b) ceases to be eligible, or becomes disqualified, for appointment as auditor of the company under Subdivision 2 before the term of office expires.
(3) Where a body corporate is appointed as auditor of a company, the appointment is also terminated if the body corporate is dissolved.
(4) If 2 or more persons are appointed as auditor of a company, and the appointment of any of the persons is terminated, the termination does not affect the appointment of the other person.
Section: 417 Resignation of auditor L.N. 163 of 2013 03/03/2014
(1) A person may resign from the office of auditor by giving the company a notice in writing that is accompanied by a statement required to be given under section 424.
(2) Such a person’s term of office expires— (a) at the end of the day on which notice is given to the company under subsection (1); or (b) if the notice specifies a time on a later day for the purpose, at that time.
(3) Within 15 days beginning on the date on which a company receives a notice of resignation, the company must deliver a notification in the specified form of that fact to the Registrar for registration.
(4) If a company contravenes subsection (3), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5 and to imprisonment for 6 months and, in the case of a continuing offence, to a further fine of $1000 for each day during which the offence continues.
Section: 418 Cessation of office L.N. 163 of 2013 03/03/2014
(1) If, while holding office as auditor of a company, a person ceases to be eligible, or becomes disqualified, for appointment as auditor of the company under Subdivision 2, the person— (a) immediately ceases to be auditor of the company; and (b) must notify the company of the cessation in writing within 14 days from the date of the cessation.
(2) A person who contravenes subsection (1)(b) commits an offence and is liable to a fine at level 4. (3) If a person is charged with an offence under subsection (2), it is a defence to establish that the person did not
know, and had no reason to believe, that the person had ceased to be eligible, or had become disqualified, for appointment as auditor of the company under Subdivision 2.
Section: 419 Company may remove auditor L.N. 163 of 2013 03/03/2014
(1) A company may by an ordinary resolution passed at a general meeting remove a person from the office of auditor despite— (a) any agreement between the person and the company; or (b) anything in the company’s articles.
(2) Special notice is required for an ordinary resolution proposed for the purposes of subsection (1). Note— See also section 578 which sets out the requirements regarding special notice.
(3) On receipt of a special notice, the company must send a copy of it to the person proposed to be removed. (4) If an ordinary resolution for the removal is passed, the company must deliver a notice in the specified form of
that fact to the Registrar for registration within 15 days beginning on the date on which it is passed. (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: 420 Removed auditor not deprived of compensation, damages, etc.
L.N. 163 of 2013 03/03/2014
Section 419 does not deprive a person of compensation or damages payable to the person in respect of the person ceasing— (a) to hold office as auditor of a company; or (b) to hold any appointment that is terminated with the termination of the person’s appointment as auditor.
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Part: Division: Subdivision:
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Outgoing Auditor’s Right to Requisition Meeting of Company and Make Representation
L.N. 163 of 2013 03/03/2014
Section: 421 Resigning auditor may requisition meeting L.N. 163 of 2013 03/03/2014
(1) If a person gives under section 417(1) a notice of resignation that is accompanied by a statement of circumstances given under section 424(a), the person may, by another notice given to the company with the notice of resignation, require the directors to convene a general meeting of the company for receiving and considering the explanation of the circumstances connected with the resignation that the person places before the meeting.
(2) Within 21 days beginning on the date on which the company receives that other notice, the directors must convene a general meeting for a date falling within 28 days after the date on which the notice convening the meeting is given.
(3) If the directors of a company contravene subsection (2), every director who failed to take all reasonable steps to secure that a general meeting was convened as required by that subsection 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: 422 Cessation statement in relation to, and attendance at, general meeting
L.N. 163 of 2013 03/03/2014
(1) If a general meeting is convened under section 421(2), the person who resigns from the office of auditor— (a) may give the company a statement by the person that sets out in reasonable length the circumstances
surrounding the resignation; (b) may request the company to comply with the requirement specified in subsection (5) in relation to the
statement; and (c) is entitled—
(i) to be given every notice of, and every other item of communication, relating to the general meeting, that a member of the company is entitled to be given;
(ii) to attend the general meeting; and (iii) to be heard at the general meeting on any part of the business of the meeting that concerns the person
as auditor or former auditor of the company. (2) If special notice is given under section 400(1)(a) for a resolution for appointing a person as auditor in place of
another person, that other person— (a) may give the company a statement by that other person that sets out in reasonable length the circumstances
surrounding the termination of the appointment as auditor; (b) may request the company to comply with the requirement specified in subsection (5) in relation to the
statement; and (c) is entitled—
(i) to be given every notice of, and every other item of communication, relating to the general meeting, that a member of the company is entitled to be given;
(ii) to attend the general meeting; and (iii) to be heard at the general meeting on any part of the business of the meeting that concerns the person
as auditor or former auditor of the company. (3) If special notice is given under section 419(2) for an ordinary resolution for removing a person from the office of
auditor, the person— (a) may give the company a statement by the person that sets out in reasonable length the circumstances
surrounding the proposed removal; and (b) may request the company to comply with the requirement specified in subsection (5) in relation to the
statement. (4) A person’s entitlement under subsection (1)(c)(ii) or (iii) or (2)(c)(ii) or (iii) is, if the person is a firm or body
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corporate, exercisable by a natural person authorized by the person to act as the person’s representative at the meeting.
(5) The requirement specified for the purposes of subsection (1)(b), (2)(b) or (3)(b) is— (a) if the company receives the statement on a date that is more than 2 days before the last day on which notice
may be given under section 571(1) to call the general meeting, the requirement— (i) to state, in every notice of the meeting given to the members, that the statement has been made; and (ii) to send a copy of the statement to every member to whom a notice of the meeting is or has been given;
or (b) if the company has not sent a copy of the statement to every member to whom a notice of the meeting is or
has been given, the requirement to ensure that the statement is read out at the meeting. (6) Unless exempted by an order under subsection (7), the company must comply with a request made under
subsection (1)(b), (2)(b) or (3)(b). (7) On application by the company or by anyone who claims to be aggrieved, the Court may order that the company
is exempted from complying with the request, if it is satisfied that the person who has given a statement and made a request under subsection (1)(a) and (b), (2)(a) and (b) or (3)— (a) has abused the right to do so; or (b) has used such a right to secure needless publicity for defamatory matter.
(8) If a company contravenes subsection (6), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5.
Section: 423 Cessation statement in relation to written resolution L.N. 163 of 2013 03/03/2014
(1) This section applies if a company sends a copy of a written resolution to a person under section 401(3)(b)(i). (2) The person may, within 14 days after receiving a copy of the written resolution from the company—
(a) give the company a statement by the person that sets out in reasonable length the circumstances surrounding the termination of the appointment as auditor; and
(b) require the company to send a copy of the statement to every member at the same time when the written resolution is circulated under section 550 or 552.
(3) Section 553 applies to the circulation of the written resolution as if the reference to 21 days in section 553(3) were replaced by a reference to 28 days.
(4) Unless exempted by an order under subsection (5), the company must comply with a requirement made under subsection (2)(b).
(5) On application by the company or by anyone who claims to be aggrieved, the Court may order that the company is exempted from complying with the requirement, if it is satisfied that the person who has given a statement and made a requirement under subsection (2)— (a) has abused the right to do so; or (b) has used such a right to secure needless publicity for defamatory matter.
(6) If a company contravenes subsection (4), the written resolution is ineffective.
Part: Division: Subdivision:
9 5 8
Outgoing Auditor’s Statement of Circumstances L.N. 163 of 2013 03/03/2014
Section: 424 Duty of resigning auditor to give statement L.N. 163 of 2013 03/03/2014
A person who resigns from office under section 417(1) must, on the resignation, give the company— (a) if the person considers that there are circumstances connected with the resignation that should be brought to
the attention of the company’s members or creditors, a statement of those circumstances; or (b) if the person considers that there are no such circumstances, a statement to that effect.
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Section: 425 Duty of auditor who retires or is removed to give statement L.N. 163 of 2013 03/03/2014
(1) Subject to subsection (3), a person whose appointment as auditor is terminated under section 416(1)(a) or (d) must, on the termination, give the company— (a) if the person considers that there are circumstances connected with the termination that should be brought to
the attention of the company’s members or creditors, a statement of those circumstances; or (b) if the person considers that there are no such circumstances, a statement to that effect.
(2) Such a person must send a statement mentioned in subsection (1) to the company so that it will be received by the company— (a) where the person’s term of office expires because the person is not deemed to be reappointed as auditor
under section 403(2)(d), at least 14 days before the end of the appointment period in relation to the next financial year; or
(b) in any other case, within 14 days beginning on the date of termination. (3) Subsection (1) does not apply if—
(a) the person’s appointment is terminated under section 416(1)(a); and (b) the person—
(i) is appointed as auditor of the company for a term immediately following the term of office that expires; or
(ii) is deemed by section 403 to be reappointed as auditor of the company for the next financial year. (4) A person who contravenes subsection (1) or (2) 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 took all
reasonable steps to secure compliance with subsection (1) or (2) (as the case may be).
Section: 426 Company’s and aggrieved person’s responses to statement of circumstances
L.N. 163 of 2013 03/03/2014
(1) If a company is given a statement of circumstances, the company must, within 14 days beginning on the date on which it receives the statement— (a) send a copy of the statement to every member of the company; or (b) apply to the Court for an order directing that copies of the statement are not to be sent under paragraph (a).
(2) If a company makes an application under subsection (1)(b), it must give notice of the application to the person who has given the statement of circumstances to the company.
(3) A person who claims to be aggrieved by a statement of circumstances may, within 14 days beginning on the date on which the company receives the statement, apply to the Court for an order directing that copies of the statement are not to be sent under subsection (1)(a).
(4) If a person makes an application under subsection (3), the person must give notice of the application to— (a) the company; and (b) the person who has given the statement of circumstances to the company.
(5) If— (a) a person gives a company a statement of circumstances; and (b) within 21 days beginning on the date on which the company receives the statement, the person has not
received notice of an application under subsection (2) or (4), the person must within the next 7 days deliver a copy of the statement to the Registrar for registration.
(6) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each 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.
(7) If a person contravenes subsection (5), the person 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.
(8) If a person is charged with an offence under subsection (7), it is a defence to establish that the person took all reasonable steps to secure compliance with subsection (5).
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Section: 427 Court may order statement of circumstances not to be sent L.N. 163 of 2013 03/03/2014
(1) This section applies if an application has been made under section 426(1)(b) or (3) in relation to a statement of circumstances given by a person to a company.
(2) If the Court is satisfied that the person has abused the use of the statement of circumstances or is using the statement to secure needless publicity for defamatory matter, the Court— (a) must direct that copies of the statement are not to be sent under section 426(1)(a); and (b) may order the person, though not a party to the application, to pay the applicant’s costs on the application
in whole or in part. (3) If the Court gives directions under subsection (2)(a), the company must, within 15 days beginning on the date on
which the directions are given— (a) send a notice setting out the effect of the directions to—
(i) every member of the company; and (ii) unless already named as a party to the proceedings, the person who has given the statement of
circumstances to the company; and (b) deliver a copy of the notice to the Registrar for registration.
(4) If the Court decides not to grant the application, the company must, within 15 days beginning on the date on which the decision is made or on which the proceedings are discontinued for any reason— (a) give notice of the decision to the person who has given the statement of circumstances to the company; and (b) send a copy of the statement of circumstances to every member of the company and to that person.
(5) Within 7 days beginning on the date on which a person receives a notice under subsection (4)(a), the person must deliver a copy of the statement of circumstances to the Registrar for registration.
Section: 428 Offences relating to section 427 L.N. 163 of 2013 03/03/2014
(1) If a company contravenes section 427(3) or (4), the company, and every responsible person of the company, commit an offence, and each 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.
(2) A person who contravenes section 427(5) 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.
(3) If a person is charged with an offence under subsection (2) for contravening section 427(5), it is a defence to establish that the person took all reasonable steps to secure compliance with that section.
Part: Division:
9 6
Laying and Publication of Financial Statements and Reports
L.N. 163 of 2013 03/03/2014
Section: 429 Directors must lay financial statements etc. before company in general meeting
L.N. 163 of 2013 03/03/2014
(1) A company’s directors must, in respect of each financial year, lay before the company in annual general meeting, or in any other general meeting directed by the Court, a copy of the reporting documents for the financial year within the period specified in section 431.
(2) Subsection (1) does not apply in relation to a financial year in respect of which an annual general meeting is not required to be held under section 612.
(3) A director of a company who fails to take all reasonable steps to secure compliance with subsection (1) commits an offence and is liable to a fine of $300000.
(4) A director of a company who wilfully fails to take all reasonable steps to secure compliance with subsection (1) commits an offence and is liable to a fine of $300000 and to imprisonment for 12 months.
(5) If a person is charged with an offence under subsection (3)— (a) it is a defence to establish that the person had reasonable grounds to believe, and did believe, that a
competent and reliable person—
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(i) was charged with the duty of ensuring that subsection (1) was complied with; and (ii) was in a position to discharge that duty; and
(b) it is not a defence to establish that the financial statements or report was not in fact prepared as required by this Ordinance.
Section: 430 Company must send copies of financial statements etc. to members before general meeting
L.N. 163 of 2013 03/03/2014
(1) If a company is required to hold an annual general meeting in accordance with section 610 in respect of a financial year, the company must send a copy of the reporting documents for the financial year to every member at least 21 days before the date of the meeting at which the copy is required by section 429 to be laid.
(2) For the purposes of subsection (1), even though a copy of the reporting documents for the financial year is sent to a member less than 21 days before the date of the meeting at which the copy is required by section 429 to be laid, the copy is to be regarded as having been sent to the member at least 21 days before that date if so agreed by all members entitled to attend and vote at that meeting.
(3) If, by virtue of section 612(2), a company is not required to hold an annual general meeting in accordance with section 610 in respect of a financial year, the company must send a copy of the reporting documents for the financial year to every member within the period specified in section 431.
(4) For the purposes of section 833(3)(c), a notification is to be sent— (a) in the case of subsection (1), at least 21 days before the date of the general meeting at which a copy of the
reporting documents is required by section 429 to be laid; or (b) in the case of subsection (3), at least 21 days before the date on which a copy of the reporting documents is
sent to every member under that subsection. (5) The period specified for the purposes of section 833(3)(d)(i) is—
(a) in the case of subsection (1), the period beginning at least 21 days before the date of the general meeting at which a copy of the reporting documents is required by section 429 to be laid and ending on the date of that meeting; or
(b) in the case of subsection (3), the period of 21 days after the date on which a notification under section 833(3)(c) is sent.
(6) If a copy or copies of the reporting documents are sent under this section over a period of days, the copy or copies are to be regarded as having been sent on the last day of the period for the purpose of a reference in this Ordinance to the day on which the copy or copies are sent under this section.
Section: 431 Period for laying and sending financial statements etc. L.N. 163 of 2013 03/03/2014
(1) Subject to subsection (2), the period specified for the purposes of sections 429(1) and 430(3) is— (a) where the company is a private company described in subsection (3), or a company limited by guarantee, at
the end of the accounting reference period by reference to which the financial year is determined— (i) subject to subparagraph (ii), the period of 9 months, or any longer period directed by the Court, after
the end of that accounting reference period; or (ii) if that accounting reference period is the company’s first accounting reference period and is longer
than 12 months, whichever of the periods set out in subsection (4)(a) and (b) expires last; or (b) where the company is neither a private company described in subsection (3), nor a company limited by
guarantee, at the end of that accounting reference period— (i) subject to subparagraph (ii), the period of 6 months, or any longer period directed by the Court, after
the end of that accounting reference period; or (ii) if that accounting reference period is the company’s first accounting reference period and is longer
than 12 months, whichever of the periods set out in subsection (5)(a) and (b) expires last. (2) If, after a new accounting reference date is specified under section 371(1), the accounting reference period by
reference to which the financial year is determined is shortened, the period specified for the purposes of section 429(1) and 430(3) is whichever of the following expires last— (a) the period specified in subsection (1); (b) the period of 3 months after the date of the directors’ resolution.
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(3) For the purposes of subsection (1)(a) or (b), the private company is one that is not a subsidiary of a public company at any time during the financial year.
(4) The periods set out for the purposes of subsection (1)(a)(ii) are— (a) the period of 9 months, or any longer period directed by the Court, after the first anniversary of the
company’s incorporation; and (b) the period of 3 months after the end of the accounting reference period by reference to which the financial
year is determined. (5) The periods set out for the purposes of subsection (1)(b)(ii) are—
(a) the period of 6 months, or any longer period directed by the Court, after the first anniversary of the company’s incorporation; and
(b) the period of 3 months after the end of the accounting reference period by reference to which the financial year is determined.
Section: 432 Exception to section 430 L.N. 163 of 2013 03/03/2014
(1) Section 430 does not require a company to send a copy of any document to a member whose address is unknown to the company.
(2) Section 430 does not require a company to send a copy of any document— (a) in the case of joint holders of shares none of whom is entitled to receive notices of the company’s general
meeting, to more than one of the holders; or (b) in the case of joint holders of shares some of whom are so entitled and some not, to those who are not
entitled. (3) Section 430 does not require a company to send a copy of any document to a member if the company has sent
the member a copy of the summary financial report for the financial year under section 441, or in compliance with a request under section 444.
(4) If a company does not have a share capital, section 430 does not require the company to send a copy of any document to a member who is not entitled to receive notice of general meeting of the company.
Section: 433 Offences relating to section 430 L.N. 163 of 2013 03/03/2014
(1) If a company contravenes section 430(1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5.
(2) If a company contravenes section 430(3), the company, and every responsible person of the company, commit an offence, and each is liable to a fine of $300000.
(3) If a company wilfully contravenes section 430(3), the company, and every responsible person of the company, commit an offence, and each is liable to a fine of $300000 and to imprisonment for 12 months.
(4) If a person is charged with an offence under subsection (1) or (2), it is not a defence to establish that the financial statements or report was not in fact prepared as required by this Ordinance.
Section: 434 Company must send to non-voting members other documents
L.N. 163 of 2013 03/03/2014
(1) A company must, at the same time when it sends a copy of the reporting documents under section 430, send to every member who is not entitled to vote at a general meeting of the company— (a) a copy of any document issued by the company and circulated by the company with a copy of the reporting
documents under section 430; and (b) a copy of any other document intended for the purpose of providing information about the company’s
affairs that is so circulated. (2) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an
offence, and each is liable to a fine at level 5.
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Section: 435 Company must send copies of financial statements etc. to members and others on demand
L.N. 163 of 2013 03/03/2014
(1) Within 7 days after a demand is made by a member or a member’s personal representative, a company must send to the member or personal representative— (a) one copy of the latest financial statements; (b) one copy of the latest directors’ report; or (c) one copy of the auditor’s report on those latest financial statements.
(2) A copy of a document that a person is entitled to be sent under subsection (1) is in addition to any copy of the document that the person is entitled to be sent under section 430.
(3) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1000 for each day during which the offence continues.
(4) If a person is charged with an offence under subsection (3), it is a defence to establish that the member or member’s personal representative (as the case may be) had previously made another demand for the document concerned and had been provided with a copy of the document.
Section: 436 Requirement in connection with publication of financial statements etc.
L.N. 163 of 2013 03/03/2014
(1) This section applies if a company— (a) circulates, publishes or issues—
(i) any specified financial statements in relation to the company; or (ii) any non-statutory accounts in relation to the company; or
(b) otherwise makes such financial statements or accounts available for public inspection in a manner calculated to invite members of the public generally, or any class of them, to read the financial statements or accounts.
(2) The specified financial statements must be accompanied by the auditor’s report on those statements. (3) The non-statutory accounts must be accompanied by a statement indicating—
(a) that those accounts are not specified financial statements in relation to the company; (b) whether the specified financial statements for the financial year with which those accounts purport to deal
have been delivered to the Registrar; (c) whether an auditor’s report has been prepared on the specified financial statements for the financial year;
and (d) whether the auditor’s report—
(i) was qualified or otherwise modified; (ii) referred to any matter to which the auditor drew attention by way of emphasis without qualifying the
report; or (iii) contained a statement under section 406(2) or 407(2) or (3).
(4) The non-statutory accounts must not be accompanied by any auditor’s report on the specified financial statements.
(5) If subsection (2), (3) or (4) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine of $150000.
(6) In this section— non-statutory accounts(非法定帳目), in relation to a company, means—
(a) any statement of financial position or statement of comprehensive income, otherwise than as part of any financial statements prepared by the directors, relating to, or purporting to deal with, a financial year of the company; or
(b) accounts in any form, otherwise than as part of any financial statements prepared by the directors, purporting to be a statement of financial position or statement of comprehensive income for a group of companies consisting of the company and its subsidiary undertakings relating to, or purporting to deal with, a financial year of the company;
specified financial statements(指明財務報表), in relation to a company, means any financial statements prepared by
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the directors— (a) a copy of which is required by section 429(1) to be laid before the company in general meeting; or (b) a copy of which is required by section 430(3) to be sent to every member or is otherwise circulated,
published or issued by the company.
Part: Division:
9 7
Summary Financial Reports L.N. 163 of 2013 03/03/2014
Section: 437 Interpretation L.N. 163 of 2013 03/03/2014
In this Division— potential member (潛在成員) , in relation to a company, means a person who is entitled, whether conditionally or
unconditionally, to become a member of the company.
Section: 438 Application of Division L.N. 163 of 2013 03/03/2014
This Division applies to a company in relation to a financial year if the company does not fall within the reporting exemption for the financial year.
Section: 439 Directors may prepare financial report in summary form L.N. 163 of 2013 03/03/2014
(1) The directors of a company may prepare for a financial year a financial report, in summary form, derived from the reporting documents for the financial year, a copy of which is required to be sent to every member of the company under section 430.
(2) A financial report prepared under subsection (1)— (a) must contain the information prescribed by the Regulation; and (b) must comply with other requirements prescribed by the Regulation.
(3) If subsection (2) is contravened— (a) a director who failed to take all reasonable steps to secure compliance with that subsection commits an
offence and is liable to a fine of $300000; and (b) a director who wilfully failed to take all reasonable steps to secure compliance with that subsection commits
an offence and is liable to a fine of $300000 and to imprisonment for 12 months. (4) If a person is charged with an offence under subsection (3)(a), 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 (2) was complied with; and (b) was in a position to discharge that duty.
Section: 440 Summary financial report to be approved and signed L.N. 163 of 2013 03/03/2014
(1) A summary financial report— (a) must be approved by the directors; and (b) must be signed on the directors’ behalf by a director.
(2) Every copy of a summary financial report sent to a member under this Division or otherwise circulated, published or issued by the company must state the name of the director who signed the report on the directors’ behalf.
(3) If, as respect any summary financial report a copy of which is circulated, published or issued by the company, subsection (1) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4.
(4) If subsection (2) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4.
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Section: 441 Company may send copy of summary financial report to member
L.N. 163 of 2013 03/03/2014
(1) If a company is required to send a copy of the reporting documents for a financial year to a member under section 430, the company may send a copy of the summary financial report for the financial year (if any) to the member instead.
(2) If a company sends a copy of the summary financial report for a financial year to a member under subsection (1), the copy must be sent during the period within which a copy of the reporting documents for the financial year would be required to be sent to the member by the company under section 430.
Section: 442 Company may seek member’s intent on receiving summary financial report
L.N. 163 of 2013 03/03/2014
(1) A company may notify every member or potential member to give the company a notice of intent under subsection (3).
(2) A notification to a member or potential member— (a) must be given in writing; and (b) must be given in relation to a financial year.
(3) In response to a notification, a member or potential member may give the company a notice of intent to— (a) request—
(i) either a copy of the reporting documents or a copy of the summary financial report; or (ii) none of those copies; and
(b) in the case of paragraph (a)(i), request the copy to be sent by the company in hard copy form, in electronic form, or by making it available on a website.
(4) A member or potential member may only make a request under subsection (3)(b) in response to a notification for a copy of the reporting documents or a copy of the summary financial report to be sent in electronic form or by making it available on a website if the company has given, in the notification, the member or potential member an option to request the copy to be so sent.
(5) If a notice of intent is received by the company at least 28 days before the first date on which a copy of the reporting documents for the financial year is sent to a member under section 430, the notice of intent has effect in relation to that financial year, and every subsequent financial year, until it ceases to have effect by virtue of subsection (7).
(6) If a notice of intent is received by the company less than 28 days before the first date on which a copy of the reporting documents for the financial year is sent to a member under section 430— (a) the notice of intent has effect in relation to every financial year subsequent to that financial year until it
ceases to have effect by virtue of subsection (7); and (b) the member or potential member is to be regarded as—
(i) having requested a copy of the summary financial report for the financial year; and (ii) having requested the summary financial report to be sent by the company in hard copy form.
(7) A notice of intent ceases to have effect if the person who gave the notice— (a) is no longer a member of the company; or (b) revokes the notice by giving the company a written notice of revocation.
(8) If a member or potential member does not give the company a notice of intent in response to a notification before the first date on which a copy of the reporting documents for the financial year is sent to a member under section 430, the member or potential member is to be regarded as— (a) having requested a copy of the summary financial report for the financial year and every subsequent
financial year; and (b) having requested the summary financial report to be sent by the company in hard copy form.
(9) Subsection (8) ceases to have effect in relation to a person if— (a) the person is no longer a member of the company; or (b) the person gives the company a written notice of cessation of statutory election.
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Section: 443 Notice of revocation and notice of cessation of statutory election
L.N. 163 of 2013 03/03/2014
(1) A notice of revocation given by a person for the purposes of section 442(7)(b)— (a) must state the financial year to which it relates; (b) must state that the notice of intent previously given by the person is revoked; (c) must state that the person requests—
(i) either a copy of the reporting documents or a copy of the summary financial report; or (ii) none of those copies; and
(d) in the case of paragraph (c)(i), must state that the person requests the copy to be sent by the company in hard copy form, in electronic form, or by making it available on a website.
(2) The request stated in a notice of revocation under subsection (1)(c) must be different from the request stated in the notice of intent revoked by the notice of revocation.
(3) A notice of cessation of statutory election given by a person for the purposes of section 442(9)(b)— (a) must state the financial year to which it relates; (b) must state that the person is no longer regarded as having made the requests mentioned in section 442(8); (c) must state that the person requests—
(i) either a copy of the reporting documents or a copy of the summary financial report; or (ii) none of those copies; and
(d) in the case of paragraph (c)(i), must state that the person requests the copy to be sent by the company in hard copy form, in electronic form, or by making it available on a website.
(4) A person may only state in a notice of revocation under subsection (1)(d), or a notice of cessation of statutory election under subsection (3)(d), that the person requests for a copy of the reporting documents or a copy of the summary financial report to be sent in electronic form or by making it available on a website if the company has given, in the notification under section 442(1) to which the notice relates, the person an option to request the copy to be so sent.
(5) If a notice of revocation, or a notice of cessation of statutory election, is received by the company at least 28 days before the first date on which a copy of the reporting documents for the financial year to which the notice relates is sent to a member under section 430, the notice has effect in relation to that financial year, and every subsequent financial year.
(6) If a notice of revocation, or a notice of cessation of statutory election, is received by the company less than 28 days before the first date on which a copy of the reporting documents for the financial year to which the notice relates is sent to a member under section 430, the notice has effect in relation to every financial year subsequent to that financial year.
Section: 444 Company must comply with member’s request in notice of intent etc.
L.N. 163 of 2013 03/03/2014
(1) If a person requests a copy of the reporting documents, or a copy of the summary financial report, in a relevant notice, the company must comply with the request unless it is prohibited from doing so by section 446.
(2) The request must be complied with during the period within which a copy of the reporting documents for the relevant financial year would be required to be sent to the person by the company under section 430.
(3) Subsection (1) does not require a company to comply with a potential member’s request unless the potential member becomes a member of the company at least 28 days before the first date on which a copy of the reporting documents for the financial year is sent to a member under section 430(1) or (3).
(4) In this section— relevant financial year(有關財政年度) means the financial year in relation to which the relevant notice has effect
under section 442 or 443; relevant notice(有關通知) means—
(a) a notice of intent given under section 442(3); (b) a notice of revocation given for the purposes of section 442(7)(b); or (c) a notice of cessation of statutory election given for the purposes of section 442(9)(b).
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Section: 445 Additional copy of reports etc. to be sent by company L.N. 163 of 2013 03/03/2014
(1) If a company has sent a copy of the summary financial report for a financial year to a person under section 441, or in compliance with a request under section 444, the company must, at the person’s request, send a copy of the reporting documents for the financial year to the person at the time specified in subsection (3).
(2) If a company has sent a copy of the reporting documents for a financial year to a person under section 430, the company must, at the person’s request, send a copy of the summary financial report for the financial year to the person at the time specified in subsection (3) unless it is prohibited from doing so by section 446.
(3) The time specified for subsection (1) or (2) is— (a) where a copy of the reporting documents for the financial year is to be laid before the company in general
meeting under section 429(1), and the company receives the person’s request more than 14 days before the date of that meeting, any time falling at least 7 days before the date of that meeting; or
(b) in any other case, any time within 14 days after the date on which the company receives the person’s request.
(4) Subsection (1) or (2) does not require a company to send a copy of the summary financial report or reporting documents for a financial year to a person if— (a) where a copy of the reporting documents for the financial year is laid before the company in general
meeting under section 429(1), the person’s request is made after the expiry of a period of 6 months after the date of that meeting; or
(b) where a copy of the reporting documents for the financial year is sent to every member under section 430(3), the person’s request is made after the expiry of a period of 6 months after the date on which the copy is sent.
(5) Subsection (2) does not require a company to send a copy of the summary financial report for a financial year to a person unless— (a) the company has prepared the summary financial report for the financial year; and (b) when the company sent a copy of the reporting documents for the financial year to the person, the company
gave the person a right to request a copy of the summary financial report for the financial year. (6) If a company contravenes subsection (1) or (2), the company, and every responsible person of the company,
commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1000 for each day during which the offence continues.
(7) If a company is charged with an offence under subsection (6), it is a defence to establish that it took all reasonable steps to secure compliance with subsection (1) or (2) (as the case may be).
Section: 446 Company must not send summary financial report under some circumstances
L.N. 163 of 2013 03/03/2014
(1) A company must not send a copy of the summary financial report for the purposes of section 441(1) for a financial year to a member if— (a) the company’s articles require that a copy of the reporting documents for the financial year must be sent to
each member; or (b) the company’s articles prohibit the company from sending a copy of the summary financial report for the
purposes of section 441(1) for the financial year to a member. (2) A company must not send a copy of the summary financial report for a financial year to a member if—
(a) an auditor’s report has not been prepared on the financial statements for the financial year; (b) the summary financial report has not been approved by the directors; (c) the summary financial report has not been signed on the directors’ behalf; or (d) the summary financial report does not comply with section 439(2).
(3) If a company contravenes subsection (1) or (2), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5.
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Part: Division:
9 8
Miscellaneous L.N. 163 of 2013 03/03/2014
Section: 447 Exemption applicable to dormant company L.N. 163 of 2013 03/03/2014
(1) The following provisions do not apply to a company that is a dormant company under section 5(1)— (a) section 367(4); (b) Subdivisions 3 and 4 of Division 4; (c) Subdivisions 2 and 3 of Division 5; (d) sections 411 and 412; (e) Subdivisions 6, 7 and 8 of Division 5; (f) Divisions 6 and 7.
(2) If such a company enters into an accounting transaction— (a) subsection (1) ceases to have effect on and after the date of the accounting transaction; and (b) a member of the company who knew or ought to have known about the accounting transaction, and every
director of the company, are personally liable for any debt or liability of the company arising out of the accounting transaction.
(3) In this section— director(董事) includes a shadow director.
Section: 448 Liability for untrue or misleading statement in reports L.N. 163 of 2013 03/03/2014
(1) This section applies to— (a) a directors’ report; and (b) a summary financial report so far as it is derived from a directors’ report.
(2) A director of a company is liable to compensate the company for any loss suffered by the company as a result of — (a) any untrue or misleading statement in the report; or (b) the omission from the report of anything required to be included in it.
(3) A director is not liable unless— (a) in the case of subsection (2)(a), the director knew the statement to be untrue or misleading or was reckless
as to whether it was untrue or misleading; or (b) in the case of subsection (2)(b), the director knew the omission to be a dishonest concealment of a material
fact. (4) A person is not subject to any liability to another person other than the company resulting from reliance, by that
other person or any other person, on information contained in the report. (5) For the purposes of subsection (4), a person is also subject to a liability to another person if that other person is
entitled against the person— (a) to be granted any civil remedy; or (b) to rescind or repudiate an agreement.
(6) This section does not affect liability for criminal offence.
Section: 449 Voluntary revision of financial statements etc. L.N. 163 of 2013 03/03/2014
(1) If— (a) a copy of any financial statements prepared by the directors of a company has been sent under section 430
to a member; and (b) it subsequently appears to the directors of the company that the financial statements did not comply with
this Ordinance, the directors may cause the financial statements to be revised and make necessary consequential revisions to the summary financial report or directors’ report concerned.
(2) Such revision of the financial statements is to be confined to—
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(a) those aspects of the financial statements that did not comply with this Ordinance; and (b) other necessary consequential revisions.
(3) If— (a) the directors of a company decide to cause any financial statements to be revised under subsection (1); and (b) a copy of the financial statements has been delivered to the Registrar in compliance with section 664(3)(b), the company must, within 7 days after the decision, deliver to the Registrar for registration a warning statement, in the specified form, that the financial statements will be so revised.
(4) If a company contravenes subsection (3), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1000 for each day during which the offence continues.
Section: 450 Financial Secretary may make regulation regarding revision of financial statements etc.
L.N. 163 of 2013 03/03/2014
(1) The Financial Secretary may make regulations— (a) providing for the application of this Ordinance in relation to the financial statements, summary financial
report or directors’ report that has been revised under section 449; and (b) providing for requirements in relation to revised financial statements, summary financial report or
directors’ report. (2) The regulations may—
(a) make different provisions according to whether the financial statements, summary financial report or directors’ report has been revised by— (i) supplementing the financial statements or report with another document that shows the revisions; or (ii) replacing the financial statements or report;
(b) provide for the functions of the persons who prepare the auditor’s report in relation to the financial statements, summary financial report or directors’ report that has been revised;
(c) where— (i) the financial statements or directors’ report, or a copy of the statements or report, has, before the
revision, been laid before the company in general meeting under section 429, been sent to members under section 430, or been delivered to the Registrar in compliance with section 664(3)(b); or
(ii) a copy of a summary financial report has, before the revision, been sent to a member under section 441, or in compliance with a request under section 444 or 445(2),
require the company or the directors of the company to take the steps specified in the regulations in relation to the financial statements or report that has been revised; and
(d) provide for the application of this Ordinance to the financial statements, summary financial report or directors’ report that has been revised, subject to such additions, exceptions and modifications as may be specified in the regulations.
(3) The regulations may provide that any of the following is an offence— (a) a failure to take all reasonable steps to secure compliance with, as respects the financial statements,
summary financial report or directors’ report that has been revised— (i) a specified provision of the regulations; or (ii) a specified provision of this Ordinance as having effect under the regulations;
(b) a contravention of— (i) a specified provision of the regulations; or (ii) a specified provision of this Ordinance as having effect under the regulations.
(4) The maximum fine that may be prescribed for an offence committed wilfully is $300000 and the maximum imprisonment is 12 months. The maximum fine that may be prescribed for an offence not committed wilfully is $300000. In addition, in the case of a continuing offence, a further fine not exceeding $2000 for each day during which the offence continues may be prescribed.
(5) The regulations may provide for defences to any such offence.
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Section: 451 Financial Secretary may make regulation regarding disclosures of certain information
L.N. 163 of 2013 03/03/2014
The Financial Secretary may make regulations prescribing, for the purposes of section 383(3), a requirement that the financial statements for the financial year are to contain a statement showing the information about the matter mentioned in section 383(1)(d).
Section: 452 Financial Secretary may make other regulations L.N. 163 of 2013 03/03/2014
(1) The Financial Secretary may make regulations prescribing a body for the purposes of section 380(8)(a). (2) The Financial Secretary may make regulations—
(a) prescribing information that is required to be contained in the notes to any financial statements under section 383(1); and
(b) prescribing other requirements for notes to any financial statements. (3) The Financial Secretary may make regulations—
(a) prescribing information that is required to be contained in a directors’ report under section 388(1) and (2); and
(b) prescribing other requirements for a directors’ report. (4) The Financial Secretary may make regulations—
(a) prescribing information that is required to be contained in a summary financial report under section 439(2); and
(b) prescribing other requirements for a summary financial report. (5) The Financial Secretary may make regulations—
(a) providing for the form and contents of— (i) a notification under section 442(2); (ii) a notice of intent under section 442(3); or (iii) any document attached to such a notification or notice; and
(b) providing that any such document is to be postage prepaid.
Part: 10 Directors and Company Secretaries L.N. 163 of 2013 03/03/2014
(*Format changes—E.R. 1 of 2013) ____________________________________________________________________________ Note: * The format of Part 10 has been updated to the current legislative styles.
Part: Division:
10 1
Appointment, Removal and Resignation of Directors L.N. 163 of 2013 03/03/2014
Part: Division: Subdivision:
10 1 1
Requirement to have Directors L.N. 163 of 2013 03/03/2014
Section: 453 Public company and company limited by guarantee required to have at least 2 directors
L.N. 163 of 2013 03/03/2014
(1) This section applies to— (a) a public company; and (b) a company limited by guarantee.
(2) The company must have at least 2 directors. (3) With effect from the date of incorporation of the company, the first directors of the company are the persons
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named as the directors in the incorporation form delivered to the Registrar under section 67(1). (4) A person who is deemed to be a director of the company under section 153(2) of the pre-amended predecessor
Ordinance immediately before the commencement date* of this section continues to be deemed to be a director of the company as if section 19(1) of Schedule 2 to the Companies (Amendment) Ordinance 2004 (30 of 2004) had not been enacted, until a notice of appointment of a director is delivered to the Registrar in accordance with section 645(1).
(5) If a power specified in subsection (6) is exercisable by a director under the company’s articles where the number of directors is reduced below the number fixed as the necessary quorum of directors, the power is exercisable also where the number of directors is reduced below the number required by subsection (2).
(6) The power specified for the purposes of subsection (5) is a power to act for the purpose of— (a) increasing the number of directors; or (b) calling a general meeting of the company, but not for any other purpose.
(7) In subsection (4)— pre-amended predecessor Ordinance(修訂前的《前身條例》) means the predecessor Ordinance that was in force
immediately before it was amended by section 19(1) of Schedule 2 to the Companies (Amendment) Ordinance 2004 (30 of 2004).
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 454 Private company required to have at least one director L.N. 163 of 2013 03/03/2014
(1) A private company must have at least one director. (2) With effect from the date of incorporation of a private company, the first directors of the company are the
persons named as the directors in the incorporation form delivered to the Registrar under section 67(1). (3) A person who is deemed to be a director of a private company under section 153A(2) of the pre-amended
predecessor Ordinance immediately before the commencement date* of this section continues to be deemed to be a director of the company as if section 20(1) of Schedule 2 to the Companies (Amendment) Ordinance 2004 (30 of 2004) had not been enacted, until a notice of appointment of a director is delivered to the Registrar in accordance with section 645(1).
(4) In subsection (3)— pre-amended predecessor Ordinance(修訂前的《前身條例》) means the predecessor Ordinance that was in force
immediately before it was amended by section 20(1) of Schedule 2 to the Companies (Amendment) Ordinance 2004 (30 of 2004).
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 455 Nomination of reserve director of private company L.N. 163 of 2013 03/03/2014
(1) If a private company has only one member and that member is the sole director of the company, the company may by a resolution passed at a general meeting, despite anything in its articles, nominate a person (other than a body corporate) who has attained the age of 18 years as a reserve director of the company to act in the place of the sole director in the event of the sole director’s death.
(2) The nomination of a person as a reserve director of a private company ceases to have effect if— (a) before the death of the director in respect of whom the person was nominated—
(i) the person resigns as reserve director in accordance with section 464; or (ii) the company at a general meeting revokes the nomination; or
(b) the director in respect of whom the person was nominated ceases to be the sole member and sole director of the company for any reason other than the death of that director.
(3) If the nomination of a person as a reserve director of a private company ceases to have effect under subsection (2), the company must deliver a notice to the Registrar in accordance with section 645(4).
(4) Subject to compliance with the conditions specified in subsection (5), in the event of the death of the director in
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respect of whom the reserve director is nominated, the reserve director is to be regarded as a director of the company for all purposes until— (a) a person is appointed as a director of the company in accordance with its articles; or (b) the reserve director resigns from the office of director in accordance with section 464, whichever is the earlier.
(5) The conditions specified for the purposes of subsection (4) are— (a) that the nomination of the reserve director has not ceased to have effect under subsection (2); and (b) that the reserve director is not prohibited by law nor disqualified from acting as a director of the company.
Section: 456 Restriction on body corporate being director L.N. 163 of 2013 03/03/2014
(1) This section applies to— (a) a public company; (b) a private company that is a member of a group of companies of which a listed company is a member; and (c) a company limited by guarantee.
(2) A body corporate must not be appointed a director of the company. (3) An appointment made in contravention of subsection (2) is void. (4) Nothing in this section affects any liability of a body corporate under any provision of this Ordinance or the
Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) if it— (a) purports to act as a director; or (b) acts as a shadow director, although it could not, by virtue of this section, be appointed as a director.
Section: 457 Requirement to have at least one director who is natural person
L.N. 163 of 2013 03/03/2014
(1) This section applies to a private company other than a private company that is a member of a group of companies of which a listed company is a member.
(2) The company must have at least one director who is a natural person.
Section: 458 Direction requiring company to appoint director L.N. 163 of 2013 03/03/2014
(1) If it appears to the Registrar that a company is in contravention of section 453(2), 454(1) or 457(2), the Registrar may direct the company to appoint a director or directors in compliance with that section.
(2) The direction must specify— (a) the statutory requirement of which the company appears to be in contravention; (b) subject to subsection (3), the period within which the company must comply with the direction; and (c) that a failure to comply with the direction is an offence under subsection (6).
(3) The period must not be less than one month or more than 3 months after the date on which the direction is given. (4) The Registrar may, before the end of the period specified in the direction, by notice in writing extend the period. (5) The company must comply with the direction by making the necessary appointment or appointments before the
end of the period specified in the direction, or, if the period is extended by the Registrar under subsection (4), the extended period.
(6) If a company fails to comply with a direction under this section, 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.
Part: Division: Subdivision:
10 1 2
Appointment of Directors L.N. 163 of 2013 03/03/2014
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Section: 459 Minimum age for appointment as director L.N. 163 of 2013 03/03/2014
(1) A person must not be appointed a director of a company unless at the time of appointment the person has attained the age of 18 years.
(2) An appointment made in contravention of subsection (1) is void. (3) Nothing in this section affects any liability of a person under any provision of this Ordinance or the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) if the person— (a) purports to act as a director; or (b) acts as a shadow director, although the person could not, by virtue of this section, be appointed as a director.
Section: 460 Appointment of directors to be voted on individually L.N. 163 of 2013 03/03/2014
(1) This section applies to— (a) a public company; and (b) a company limited by guarantee.
(2) At a general meeting of the company, a motion for the appointment of 2 or more persons as directors of the company by a single resolution must not be made, unless a resolution that it may be so made has first been passed at the meeting without any vote against it.
(3) A resolution moved in contravention of subsection (2) is void, whether or not its being so moved was objected to at the time.
(4) Despite the fact that the resolution is void, no provision (whether contained in a company’s articles or in any contract with the company or otherwise) for the automatic reappointment of retiring directors in default of another appointment applies.
(5) For the purposes of this section, a motion for approving a person’s appointment, or for nominating a person for appointment, is to be regarded as a motion for the appointment of the person.
Section: 461 Validity of acts of director L.N. 163 of 2013 03/03/2014
(1) The acts of a person acting as a director are valid despite the fact that it is afterwards discovered— (a) that there was a defect in the appointment of the person as a director; (b) that the person was not qualified to hold office as a director or was disqualified from holding office as a
director; (c) that the person had ceased to hold office as a director; or (d) that the person was not entitled to vote on the matter in question.
(2) Subsection (1) applies even if— (a) the appointment of the person as a director is void under section 456(3) or 459(2); or (b) the resolution for the appointment of the person as a director is void under section 460(3).
Part: Division: Subdivision:
10 1 3
Removal and Resignation of Directors L.N. 163 of 2013 03/03/2014
Section: 462 Resolution to remove director L.N. 163 of 2013 03/03/2014
(1) A company may by an ordinary resolution passed at a general meeting remove a director before the end of the director’s term of office, despite anything in its articles or in any agreement between it and the director.
(2) Subsection (1) does not, if the company is a private company, authorize the removal of a director who has held office for life since 31 August 1984.
(3) Subsections (4), (5), (6), (7) and (8) apply in relation to a removal of a director by resolution, irrespective of whether the removal by resolution is under subsection (1) or otherwise.
(4) Special notice is required of a resolution—
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(a) to remove a director; or (b) to appoint somebody in place of a director so removed at the meeting at which the director is removed. Note— See also section 578 which sets out the requirements regarding special notice.
(5) A vacancy created by the removal of a director, if not filled at the meeting at which the director is removed, may be filled as a casual vacancy.
(6) A person appointed director in place of a removed director is to be regarded, for the purpose of determining the time at which that person or any other director is to retire, as if that person had become director on the day on which the person removed was last appointed a director.
(7) In relation to a resolution to remove a director before the end of the director’s term of office, no share may, on a poll, carry a greater number of votes than it would carry in relation to the generality of matters to be voted on at a general meeting of the company.
(8) If a share carries special voting rights (that is to say, rights different from those carried by other shares) in relation to some matters but not others, the reference in subsection (7) to the generality of matters to be voted on at a general meeting of the company is to be construed as a reference to the matters in relation to which the share carries no special voting rights.
(9) This section is not to be regarded as depriving a person of compensation or damages payable to the person in respect of the termination of— (a) the person’s appointment as director; or (b) any appointment terminating with that as director.
Section: 463 Director’s right to protest against removal L.N. 163 of 2013 03/03/2014
(1) On receipt of notice of a resolution under section 462(4) to remove a director, the company must forthwith send a copy of the notice to the director concerned.
(2) The director (whether or not a member of the company) is entitled to be heard on the resolution at the meeting at which the resolution is voted on.
(3) If notice is given of a resolution under section 462(4) to remove a director, the director— (a) may make with respect to the resolution representations in writing to the company (not exceeding a
reasonable length); and (b) may request the company to comply with the requirement specified in subsection (4) in relation to the
representations. (4) The requirement specified for the purposes of subsection (3)(b) is—
(a) if the company receives the representations on a date that is more than 2 days before the last day on which notice may be given under section 571(1) to call the meeting, the requirement— (i) to state, in every notice of the meeting given to the members, that the representations have been made;
and (ii) to send a copy of the representations to every member to whom a notice of the meeting is or has been
given; or (b) if the company has not sent a copy of the representations to every member to whom a notice of the meeting
is or has been given, the requirement to ensure that the representations are read out at the meeting. (5) Unless exempted by an order under subsection (6), the company must comply with a request made under
subsection (3)(b). (6) On application by the company or by anyone who claims to be aggrieved, the Court may order that the company
is exempted from complying with the request, if it is satisfied that the person who has made representations and made a requirement under subsection (3)— (a) has abused the right to do so; or (b) has used such a right to secure needless publicity for defamatory matter.
(7) If the company contravenes subsection (5), the resolution passed under section 462(1) is void even though section 562(1) is complied with.
Section: 464 Resignation of director L.N. 163 of 2013 03/03/2014
(1) A director of a company may, unless it is otherwise provided in the articles of the company or by any agreement
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with the company, resign as director at any time. (2) If a director of a company resigns, the company must deliver a notice of the resignation to the Registrar in the
manner required by section 645(4). (3) Despite subsection (2), if the director resigning has reasonable grounds for believing that the company will not
deliver the notice, the director resigning must deliver to the Registrar for registration a notice of the resignation in the specified form.
(4) The notice required to be delivered under subsection (3) must state— (a) whether the director resigning is required by the articles of the company or by any agreement with the
company to give notice of resignation to the company; and (b) if notice is so required, whether the notice has been given in accordance with the requirement.
(5) If notice of the resignation of a director of a company is required to be given by the articles of the company or by any agreement with the company, the resignation does not have effect unless the director gives notice in writing of the resignation— (a) in accordance with the requirement; (b) by leaving it at the registered office of the company; or (c) by sending it to the company in hard copy form or in electronic form.
(6) In this section— director(董事) includes a reserve director and a person regarded as a director under section 455(4).
Part: Division:
10 2
Directors’ Duty of Care, Skill and Diligence L.N. 163 of 2013 03/03/2014
Section: 465 Duty to exercise reasonable care, skill and diligence L.N. 163 of 2013 03/03/2014
(1) A director of a company must exercise reasonable care, skill and diligence. (2) Reasonable care, skill and diligence mean the care, skill and diligence that would be exercised by a reasonably
diligent person with— (a) the general knowledge, skill and experience that may reasonably be expected of a person carrying out the
functions carried out by the director in relation to the company; and (b) the general knowledge, skill and experience that the director has.
(3) The duty specified in subsection (1) is owed by a director of a company to the company. (4) The duty specified in subsection (1) has effect in place of the common law rules and equitable principles as
regards the duty to exercise reasonable care, skill and diligence, owed by a director of a company to the company.
(5) This section applies to a shadow director as it applies to a director. (6) For the purposes of subsection (5), a body corporate is not to be regarded as a shadow director of any of its
subsidiaries by reason only that the directors, or a majority of the directors, of the subsidiary are accustomed to act in accordance with its direction or instructions.
Section: 466 Civil consequences of breach of duty to exercise reasonable care, skill and diligence
L.N. 163 of 2013 03/03/2014
Without affecting other provisions of this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32), the consequences of breach (or threatened breach) of the duty specified in section 465(1) are the same as would apply if the common law rules or equitable principles that section 465(1) replaces applied.
Part: Division:
10 3
Directors’ Liabilities L.N. 163 of 2013 03/03/2014
Section: 467 Interpretation and application L.N. 163 of 2013 03/03/2014
(1) In this Division—
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permitted indemnity provision (獲准許的彌償條文) , in relation to a company, means a provision that— (a) provides for indemnity against liability incurred by a director of the company to a third party; and (b) meets the requirements specified in section 469(2);
third party (第三者) , in relation to a company, means a person other than the company or an associated company. (2) Sections 468, 469 and 470 apply to any provision made on or after the commencement date* of those sections. (3) Sections 471 and 472 apply to a permitted indemnity provision made on or after the commencement date* of
those sections. (4) Section 473 applies to conduct by a director on or after the commencement date* of that section. ___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 468 Avoidance of provisions protecting director from liability L.N. 163 of 2013 03/03/2014
(1) This section applies to a provision contained in a company’s articles, or in a contract entered into by a company, or otherwise.
(2) If a provision purports to exempt a director of the company from any liability that would otherwise attach to the director in connection with any negligence, default, breach of duty or breach of trust in relation to the company, the provision is void.
(3) If, by a provision, the company directly or indirectly provides an indemnity for a director of the company, or a director of an associated company of the company, against any liability attaching to the director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or associated company (as the case may be), the provision is void.
(4) Subsection (3) does not prevent a company from taking out and keeping in force insurance for a director of the company, or a director of an associated company of the company, against— (a) any liability to any person attaching to the director in connection with any negligence, default, breach of
duty or breach of trust (except for fraud) in relation to the company or associated company (as the case may be); or
(b) any liability incurred by the director in defending any proceedings (whether civil or criminal) taken against the director for any negligence, default, breach of duty or breach of trust (including fraud) in relation to the company or associated company (as the case may be).
Section: 469 Permitted indemnity provision L.N. 163 of 2013 03/03/2014
(1) Section 468(3) does not apply to a provision for indemnity against liability incurred by the director to a third party if the requirements specified in subsection (2) are met in relation to the provision.
(2) The provision must not provide any indemnity against— (a) any liability of the director to pay—
(i) a fine imposed in criminal proceedings; or (ii) a sum payable by way of a penalty in respect of non-compliance with any requirement of a regulatory
nature; or (b) any liability incurred by the director—
(i) in defending criminal proceedings in which the director is convicted; (ii) in defending civil proceedings brought by the company, or an associated company of the company, in
which judgment is given against the director; (iii) in defending civil proceedings brought on behalf of the company by a member of the company or of an
associated company of the company, in which judgment is given against the director; (iv) in defending civil proceedings brought on behalf of an associated company of the company by a
member of the associated company or by a member of an associated company of the associated company, in which judgment is given against the director; or
(v) in connection with an application for relief under section 358 of the predecessor Ordinance or section 903 or 904 in which the Court refuses to grant the director relief.
(3) A reference in subsection (2)(b) to a conviction, judgment or refusal of relief is to the final decision in the proceedings.
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(4) For the purposes of subsection (3), a conviction, judgment or refusal of relief— (a) if not appealed against, becomes final at the end of the period for bringing an appeal; or (b) if appealed against, becomes final when the appeal, or any further appeal, is disposed of.
(5) For the purposes of subsection (4)(b), an appeal is disposed of if— (a) it is determined, and the period for bringing any further appeal has ended; or (b) it is abandoned or otherwise ceases to have effect.
Section: 470 Permitted indemnity provision to be disclosed in directors’ report
L.N. 163 of 2013 03/03/2014
(1) If, when a directors’ report prepared by the directors of a company is approved in accordance with section 391, a permitted indemnity provision (whether made by the company or otherwise) is in force for the benefit of one or more directors of the company, the report must state that the provision is in force.
(2) If, at any time during the financial year to which a directors’ report prepared by the directors of a company relates, a permitted indemnity provision (whether made by the company or otherwise) was in force for the benefit of one or more persons who were then directors of the company, the report must state that the provision was in force.
(3) If, when a directors’ report prepared by the directors of a company is approved in accordance with section 391, a permitted indemnity provision made by the company is in force for the benefit of one or more directors of an associated company of the company, the report must state that the provision is in force.
(4) If, at any time during the financial year to which a directors’ report prepared by the directors of a company relates, a permitted indemnity provision made by the company was in force for the benefit of one or more persons who were then directors of an associated company of the company, the report must state that the provision was in force.
(5) In this section— directors’ report(董事報告) means—
(a) the report required to be prepared under section 388(1); or (b) the consolidated report required to be prepared under section 388(2).
Section: 471 Place where copy of permitted indemnity provision must be kept
L.N. 163 of 2013 03/03/2014
(1) This section has effect if a permitted indemnity provision is made for a director of a company, and applies— (a) to that company (whether the provision is made by that company or an associated company of that
company); and (b) if the provision is made by an associated company, to that associated company.
(2) A company to which this section applies must keep the following at its registered office or at a place prescribed by regulations made under section 657— (a) a copy of the permitted indemnity provision; (b) if the provision is not in writing, a written memorandum setting out the terms of the provision.
(3) The company— (a) must retain the copy or memorandum for at least one year after the date of termination or expiry of the
provision; and (b) must keep the copy or memorandum available for inspection during that time.
(4) If the copy or memorandum is kept at a place other than the company’s registered office, the company must notify the Registrar of the place, or any change in the place, at which the copy or memorandum is kept. The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the copy or memorandum is first kept at that place or within 15 days after the change (as the case may be).
(5) If a company contravenes subsection (2) or (3), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.
(6) 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.
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(7) In this section, a reference to a permitted indemnity provision includes a variation of the provision.
Section: 472 Right of member to inspect and request copy L.N. 163 of 2013 03/03/2014
(1) A member of a company is entitled, on request made in the prescribed manner and without charge, to inspect, in accordance with regulations made under section 657, a copy of a permitted indemnity provision or a written memorandum kept by the company under section 471.
(2) A member of the company is entitled, on request and on payment of a prescribed fee, to be provided with a copy of the provision or memorandum in accordance with regulations made under section 657.
(3) In this section— prescribed(訂明) means prescribed by regulations made under section 657. (4) In this section, a reference to a permitted indemnity provision includes a variation of the provision.
Section: 473 Ratification of conduct by director involving negligence, etc.
L.N. 163 of 2013 03/03/2014
(1) This section applies to the ratification by a company of conduct by a director involving negligence, default, breach of duty or breach of trust in relation to the company.
(2) A decision of the company to ratify the conduct may only be made by resolution of the members of the company.
(3) If such a resolution is proposed at a meeting, every vote in favour of the resolution by a member who— (a) is a director in respect of whose conduct the ratification is sought; (b) is an entity connected with that director; or (c) holds any shares in the company in trust for that director or entity, is to be disregarded.
(4) Subsection (3) does not prevent a member specified in that subsection from attending, being counted towards the quorum for, or taking part in the proceedings at, any meeting at which the decision is considered.
(5) For the purposes of this section— (a) conduct(行為) includes acts and omissions; (b) director(董事) includes a former director; (c) a shadow director is to be regarded as a director; and (d) a reference to an entity connected with a director has the meaning given by section 486.
(6) Nothing in this section affects— (a) the validity of a decision taken by unanimous consent of the members of the company; or (b) any power of the directors to agree not to sue, or to settle or release a claim made by them on behalf of the
company. (7) This section does not affect—
(a) any other Ordinance or rule of law imposing additional requirements for valid ratification; or (b) any rule of law as to acts that are incapable of being ratified by the company.
Part: Division:
10 4
Appointment and Resignation of Company Secretaries L.N. 163 of 2013 03/03/2014
Section: 474 Company required to have company secretary L.N. 163 of 2013 03/03/2014
(1) A company must have a company secretary. (2) With effect from the date of incorporation of a company, the first company secretary of the company is the
person named as the company secretary in the incorporation form delivered to the Registrar under section 67(1). (3) If the name of a firm is specified in the incorporation form under section 5(1)(c) of Schedule 2, all partners of
the firm as at the date of the incorporation form are the first joint company secretaries of the company. (4) A company secretary of a company must—
(a) if a natural person, ordinarily reside in Hong Kong; and
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(b) if a body corporate, have its registered office or a place of business in Hong Kong. (5) Anything required or authorized to be done by or to the company secretary may be done—
(a) if the office is vacant or there is for any other reason no company secretary capable of acting, by or to any assistant or deputy company secretary; or
(b) if there is no assistant or deputy company secretary capable of acting, by or to any officer of the company authorized generally or specially in that behalf by the directors.
Section: 475 Circumstances under which director may not be company secretary
L.N. 163 of 2013 03/03/2014
(1) Subject to subsections (2) and (3), a director of a company may be a company secretary of the company. (2) The director of a private company having only one director must not also be a company secretary of the
company. (3) No private company having only one director may have as company secretary of the company a body corporate
the sole director of which is the sole director of the private company.
Section: 476 Direction requiring company to appoint company secretary
L.N. 163 of 2013 03/03/2014
(1) If it appears to the Registrar that a company is in contravention of section 474(1) or (4) or 475(2) or (3), the Registrar may direct the company to appoint a company secretary in compliance with that section.
(2) The direction must specify— (a) the statutory requirement of which the company appears to be in contravention; (b) subject to subsection (3), the period within which the company must comply with the direction; and (c) that a failure to comply with the direction is an offence under subsection (6).
(3) The period must not be less than one month or more than 3 months after the date on which the direction is given. (4) The Registrar may, before the end of the period specified in the direction, by notice in writing extend the period. (5) The company must comply with the direction by making the necessary appointment before the end of the period
specified in the direction, or, if the period is extended by the Registrar under subsection (4), the extended period. (6) If a company fails to comply with a direction under this section, 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: 477 Resignation of company secretary L.N. 163 of 2013 03/03/2014
(1) A company secretary of a company may, unless it is otherwise provided in the articles of the company or by any agreement with the company, resign as company secretary at any time.
(2) If a company secretary of a company resigns, the company must deliver a notice of the resignation to the Registrar in the manner required by section 652(2).
(3) Despite subsection (2), if the company secretary resigning has reasonable grounds for believing that the company will not deliver the notice, the company secretary resigning must deliver to the Registrar for registration a notice of the resignation in the specified form.
(4) The notice required to be delivered under subsection (3) must state— (a) whether the company secretary resigning is required by the articles of the company or by any agreement
with the company to give notice of resignation to the company; and (b) if notice is so required, whether the notice has been given in accordance with the requirement.
(5) If notice of the resignation of a company secretary of a company is required to be given by the articles of the company or by any agreement with the company, the resignation does not have effect unless the company secretary gives notice in writing of the resignation— (a) in accordance with the requirement; (b) by leaving it at the registered office of the company; or (c) by sending it to the company in hard copy form or in electronic form.
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Part: Division:
10 5
Miscellaneous Provisions Relating to Directors and Company Secretaries
L.N. 163 of 2013 03/03/2014
Section: 478 Director vicariously liable for acts of alternate etc. L.N. 163 of 2013 03/03/2014
(1) If the articles of a company authorize a director to appoint an alternate director to act in place of the director, then, unless the articles contain any provision to the contrary, whether express or implied— (a) an alternate director so appointed is deemed to be the agent of the director who appoints the alternate
director; and (b) a director who appoints an alternate director is vicariously liable for any tort committed by the alternate
director while acting in the capacity of alternate director. (2) Nothing in subsection (1)(b) affects the personal liability of an alternate director for any act or omission.
Section: 479 Avoidance of acts done by person in dual capacity as director and company secretary
L.N. 163 of 2013 03/03/2014
(1) A provision requiring or authorizing a thing to be done by or to a director and a company secretary of a company is not satisfied by its being done by or to the same person acting— (a) both as director and company secretary; or (b) both as director and in place of the company secretary.
(2) This section applies to— (a) any provision of this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance
(Cap 32); and (b) any provision in a company’s articles.
Section: 480 Provisions as to undischarged bankrupt acting as director L.N. 163 of 2013 03/03/2014
(1) A person who is an undischarged bankrupt must not act as director of, or directly or indirectly take part or be concerned in the management of, a company, except with the leave of the Court by which the person was adjudged bankrupt.
(2) A person who contravenes subsection (1) commits an offence and is liable— (a) on conviction on indictment to a fine of $700000 and to imprisonment for 2 years; or (b) on summary conviction to a fine of $150000 and to imprisonment for 12 months.
(3) The Court must not give leave for the purposes of this section unless notice of intention to apply for it has been served on the Official Receiver.
(4) If the Official Receiver is of opinion that it is contrary to the public interest that an application under subsection (3) should be granted, the Official Receiver must attend the hearing of, and oppose the granting of, the application.
(5) In subsection (1)— company(公司) has the meaning given by section 168C(1) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap 32).
Section: 481 Minutes of directors’ meetings L.N. 163 of 2013 03/03/2014
(1) A company must cause minutes of all proceedings at meetings of its directors to be recorded. (2) A company must keep the records under subsection (1) for at least 10 years from the date of the meeting. (3) If a company contravenes subsection (1) or (2), the company, and every responsible person of the company,
commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1000 for each day during which the offence continues.
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Section: 482 Minutes as evidence L.N. 163 of 2013 03/03/2014
(1) Minutes recorded in accordance with section 481, if purporting to be signed by the chairperson of the meeting or by the chairperson of the next directors’ meeting, are evidence of the proceedings at the meeting.
(2) If minutes have been recorded in accordance with section 481 of the proceedings at a meeting of directors, then, until the contrary is proved— (a) the meeting is to be regarded as having been duly held and convened; (b) all proceedings at the meeting are to be regarded as having duly taken place; and (c) all appointments at the meeting are to be regarded as valid.
(3) Subsection (2)(c) is subject to sections 456(3) and 459(2).
Section: 483 Written record of decision of sole director of private company
L.N. 163 of 2013 03/03/2014
(1) If a private company has only one director and the director takes any decision that— (a) may be taken in a meeting of directors; and (b) has effect as if agreed in a meeting of directors, the director must (unless that decision is taken by way of a resolution in writing) provide the company with a written record of that decision within 7 days after the decision is made.
(2) If the director provides the company with a written record of a decision in accordance with subsection (1), that record is sufficient evidence of the decision having been taken by the director.
(3) A company must keep a written record provided to the company in accordance with subsection (1) for at least 10 years from the date of the decision.
(4) A director who contravenes subsection (1) commits an offence. (5) If a company contravenes subsection (3), the company, and every responsible person of the company, commit an
offence. (6) A person who commits an offence under subsection (4) is liable to a fine at level 3. (7) A person who commits an offence under subsection (5) 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. (8) A contravention of subsection (1) by a director does not affect the validity of any decision mentioned in that
subsection.
Part: 11 Fair Dealing by Directors L.N. 163 of 2013 03/03/2014
(*Format changes—E.R. 1 of 2013) ____________________________________________________________________________ Note: * The format of Part 11 has been updated to the current legislative styles.
Part: Division:
11 1
Preliminary L.N. 163 of 2013 03/03/2014
Section: 484 Interpretation L.N. 163 of 2013 03/03/2014
(1) In this Division— child (子女) includes a step-child, an illegitimate child and a child adopted in any manner recognized by the law of
Hong Kong; cohabitation relationship (同居關係) means a relationship between 2 persons (whether of the same sex or of the
opposite sex) who live together as a couple in an intimate relationship; director (董事) includes a shadow director. (2) In this Division, a reference to a minor child is a reference to a child who is under 18 years of age.
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Section: 485 Circumstances constituting contravention L.N. 163 of 2013 03/03/2014
In this Part, a reference to circumstances constituting a contravention includes, in the case of a transaction or arrangement that, but for any fact or circumstances, would not be prohibited because of Subdivision 3 of Division 2, the fact or circumstances.
Section: 486 Connected entity L.N. 163 of 2013 03/03/2014
(1) In this Part, a reference to an entity connected with a director or former director of a company is a reference to— (a) a member of the director’s or former director’s family; (b) a person who is in a cohabitation relationship with the director or former director; (c) a minor child of a person falling within paragraph (b) who—
(i) is not a child of the director or former director; and (ii) lives with the director or former director;
(d) a body corporate with which the director or former director is associated; (e) a person acting in the capacity as trustee of a specified trust, other than a trust for the purpose of an
employee share scheme or a pension scheme; or (f) a person acting in the capacity as partner of—
(i) the director or former director; (ii) the spouse of the director or former director; (iii) a minor child of the director or former director; or (iv) another person who, by virtue of paragraph (e), is an entity connected with the director or former
director. (2) For the purposes of subsection (1)(e), a trust is a specified trust—
(a) if the beneficiaries of the trust include— (i) the director or former director; (ii) the spouse of the director or former director; or (iii) a minor child of the director or former director; or
(b) if— (i) the terms of the trust give a power to the trustees that may be exercised for the benefit of—
(A) the director or former director; (B) the spouse of the director or former director; or (C) a minor child of the director or former director; and
(ii) the director or former director knows that the director or former director, or the spouse or child, is an object of the power.
(3) In this section— employee share scheme(僱員參股計劃) means a scheme for encouraging or facilitating the holding of shares in a
company by or for the benefit of— (a) persons employed or formerly employed in good faith by that company or another company in the same
group of companies; or (b) the spouses, widows, widowers or minor children of persons referred to in paragraph (a);
partner(合夥人), in relation to another person, means a person who is a partner of that other person in a partnership within the meaning of the Partnership Ordinance (Cap 38).
Section: 487 Family member of director or former director L.N. 163 of 2013 03/03/2014
In this Part, a reference to a member of a director’s or former director’s family is a reference to— (a) the spouse of the director or former director; (b) a child of the director or former director; or (c) a parent of the director or former director.
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Section: 488 Director or former director associated with body corporate L.N. 163 of 2013 03/03/2014
(1) For the purposes of this Part, a director or former director is associated with a body corporate if— (a) the director or former director, or any one or more of the entities specified in subsection (3), or the director
or former director together with any one or more of those specified entities, are entitled to exercise, or control the exercise of, more than 30% of the voting power at any general meeting of that body corporate; or
(b) the directors, or a majority of the directors, of that body corporate are accustomed to act in accordance with the directions or instructions of— (i) the director or former director; or (ii) an entity connected with the director or former director.
(2) In this section, a reference to voting power the exercise of which is controlled by a director or former director, or by an entity specified in subsection (3), includes voting power the exercise of which is controlled by another body corporate if the director or former director, or any one or more of the specified entities, or the director or former director together with any one or more of the specified entities, are entitled to exercise, or control the exercise of, more than 50% of the voting power at any general meeting of that other body corporate.
(3) The entity specified for the purposes of subsections (1) and (2) is— (a) the spouse of the director or former director; (b) a minor child of the director or former director; or (c) a person who, by virtue of section 486(1)(e), is an entity connected with the director or former director.
Section: 489 Company subject to more than one prohibition L.N. 163 of 2013 03/03/2014
(1) If a company is prohibited by more than one provision of this Part from doing something without the approval of the members of the company, or of the members of a holding company of the company, specified in each provision, the company is prohibited from doing the thing without all those approvals.
(2) Subsection (1) does not require a separate resolution for the purposes of each of the provisions.
Section: 490 Application to transaction or arrangement despite its governing law
L.N. 163 of 2013 03/03/2014
For the purposes of this Part, it is immaterial whether or not the law (apart from this Ordinance) that governs a transaction or arrangement is the law of Hong Kong.
Part: Division:
11 2
Loan, Quasi-loan and Credit Transaction L.N. 163 of 2013 03/03/2014
Part: Division: Subdivision:
11 2 1
Preliminary L.N. 163 of 2013 03/03/2014
Section: 491 Interpretation L.N. 163 of 2013 03/03/2014
(1) In this Division— director (董事) includes a shadow director; guarantee (擔保) includes indemnity; land (土地) includes any estate or interest in land, buildings, messuages and tenements of any nature or kind; services (服務) means anything other than goods or land; specified company (指明公司) means—
(a) a public company; or (b) a private company or company limited by guarantee that is a subsidiary of a public company.
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(2) For the purposes of this Division, a body corporate is not to be regarded as a shadow director of any of its subsidiaries by reason only that the directors, or a majority of the directors, of the subsidiary are accustomed to act in accordance with its directions or instructions.
Section: 492 Body corporate controlled by director L.N. 163 of 2013 03/03/2014
(1) For the purposes of this Division, a body corporate is controlled by a director if— (a) the director is entitled to exercise, or control the exercise of, more than 50% of the voting power at any
general meeting of that body corporate; or (b) the directors, or a majority of the directors, of that body corporate are accustomed to act in accordance with
the directions or instructions of the director. (2) In subsection (1), a reference to voting power the exercise of which is controlled by a director includes voting
power the exercise of which is controlled by another body corporate if the director is entitled to exercise, or control the exercise of, more than 50% of the voting power at any general meeting of that other body corporate.
Section: 493 Quasi-loan L.N. 163 of 2013 03/03/2014
(1) For the purposes of this Division, a person makes a quasiloan to a director or an entity connected with a director if the person— (a) agrees to pay, or pays otherwise than pursuant to an agreement, a sum for the director or connected entity—
(i) on terms that the director or connected entity (or another person on behalf of the director or connected entity) will reimburse the person; or
(ii) in circumstances giving rise to a liability on the director or connected entity to reimburse the person; or (b) agrees to reimburse, or reimburses otherwise than pursuant to an agreement, expenditure incurred by
another person for the director or connected entity— (i) on terms that the director or connected entity (or another person on behalf of the director or connected
entity) will reimburse the person; or (ii) in circumstances giving rise to a liability on the director or connected entity to reimburse the person.
(2) For the purposes of this Division, if a person makes a quasi-loan to a director or an entity connected with a director, the director’s or connected entity’s liabilities under the quasi-loan include the liabilities of any other person who has agreed to reimburse the person on the director’s or connected entity’s behalf.
Section: 494 Credit transaction L.N. 163 of 2013 03/03/2014
(1) For the purposes of this Division, a person enters into a credit transaction as creditor for a director or an entity connected with a director if the person— (a) supplies goods to the director or connected entity under a hire-purchase agreement; (b) sells goods or land to the director or connected entity under a conditional sale agreement; (c) leases or hires goods or leases land to the director or connected entity in return for periodical payments; or (d) otherwise supplies goods or services or disposes of land to the director or connected entity on the
understanding that payment (whether in a lump sum or instalments or by way of periodical payments or otherwise) is to be deferred.
(2) In this section— conditional sale agreement(有條件售賣協議) means an agreement for the sale of goods or land under which—
(a) the purchase price or part of it is payable by instalments; (b) the property in the goods or land is to remain in the seller until the conditions regarding the payment of
instalments, or other conditions, specified in the agreement are fulfilled; and (c) despite such reservation of property, the buyer is to be in possession of the goods or land before the
fulfilment of those conditions; hire-purchase agreement(租購協議) means an agreement for the bailment of goods under which the bailee may buy
the goods, or under which the property in the goods will or may pass to the bailee.
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Section: 495 Person for whom transaction or arrangement entered into L.N. 163 of 2013 03/03/2014
(1) In this Division, a reference to a director, a body corporate controlled by a director, or an entity connected with a director, for whom a transaction is entered into is— (a) in the case of a loan or quasi-loan, or a guarantee or security in connection with a loan or quasi-loan, a
reference to the director, controlled body corporate or connected entity to whom the loan or quasi-loan is made; or
(b) in the case of a credit transaction, or a guarantee or security in connection with a credit transaction, a reference to the director or connected entity to whom goods, land or services are supplied, sold, leased, hired or otherwise disposed of under the credit transaction.
(2) For the purposes of this Division, an arrangement is entered into for a director, a body corporate controlled by a director, or an entity connected with a director if— (a) in the case of an arrangement mentioned in section 504(1)(a) or (2)(a), a company takes part in the
arrangement under which another person enters into a transaction with the director, controlled body corporate or connected entity; or
(b) in the case of an arrangement mentioned in section 504(1)(b) or (2)(b), a company enters into the arrangement in relation to any rights, obligations or liabilities under a transaction entered into by another person with the director, controlled body corporate or connected entity.
Section: 496 Prescribed approval of members L.N. 163 of 2013 03/03/2014
(1) In this Division, a reference to the prescribed approval of the members of a company that enters into a transaction or arrangement, or the members of a holding company of the company, is a reference to an approval obtained by a resolution of those members— (a) that is passed before the transaction or arrangement is entered into; and (b) in respect of which the requirements specified in subsection (2) are met.
(2) The requirements specified for the purposes of subsection (1)(b) are— (a) that, in the case of a written resolution, a memorandum setting out the matters specified in subsection (4) is
sent to every member at or before the time at which the proposed resolution is sent to the member; or (b) that, in the case of a resolution passed at a general meeting—
(i) a memorandum setting out the matters specified in subsection (4) is sent to every member together with the notice convening the meeting; and
(ii) if the company is a specified company, the resolution is passed after disregarding every vote in favour of the resolution by a member specified in subsection (5).
(3) Subject to any provision of the company’s articles, any accidental omission to send the memorandum to a member is to be disregarded for the purpose of determining whether the requirement specified in subsection (2)(a) or (b)(i) has been met.
(4) The matters specified for the purposes of subsection (2)(a) and (b)(i) are— (a) in the case of a resolution for the purposes of section 500, 501 or 502—
(i) the nature of the transaction to be approved by the resolution; (ii) the amount of the loan or quasi-loan; (iii) the purpose for which the loan or quasi-loan is required; and (iv) the extent of the company’s liability under any transaction connected with the loan or quasi-loan;
(b) in the case of a resolution for the purposes of section 503— (i) the nature of the transaction to be approved by the resolution; (ii) the amount and value of the credit transaction; (iii) the purpose for which the goods, land or services supplied, sold, leased, hired or otherwise disposed of
under the credit transaction are required; and (iv) the extent of the company’s liability under any transaction connected with the credit transaction; or
(c) in the case of a resolution for the purposes of section 504— (i) the matters that would have to be disclosed if the company were seeking approval of the transaction to
which the arrangement relates; (ii) the nature of the arrangement to be approved by the resolution; and
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(iii) the extent of the company’s liability under the arrangement. (5) The member specified for the purposes of subsection (2)(b)(ii) is—
(a) in the case of a resolution for the purposes of section 500 or 501— (i) one who is the controlled body corporate to whom the loan is proposed to be made or was made; (ii) one who is the director—
(A) who controls that body corporate; or (B) to whom the loan or quasi-loan is proposed to be made or was made; or
(iii) one who holds any shares in the company in trust for that controlled body corporate or director; (b) in the case of a resolution for the purposes of section 502—
(i) one who is the connected entity to whom the loan or quasi-loan is proposed to be made or was made; (ii) one who is the director with whom that entity is connected; or (iii) one who holds any shares in the company in trust for that connected entity or director;
(c) in the case of a resolution for the purposes of section 503— (i) one who is the director or connected entity for whom the credit transaction is proposed to be entered
into or was entered into; (ii) one who is the director with whom that entity is connected; or (iii) one who holds any shares in the company in trust for the director specified in subparagraph (i) or (ii) or
that connected entity; or (d) in the case of a resolution for the purposes of section 504—
(i) one who is the controlled body corporate, or connected entity, for whom the arrangement is proposed to be entered into or was entered into;
(ii) one who is the director— (A) who controls that body corporate; (B) with whom that entity is connected; or (C) for whom the arrangement is proposed to be entered into or was entered into; or
(iii) one who holds any shares in the company in trust for that controlled body corporate, connected entity or director.
(6) Subsection (2)(b)(ii) does not prevent a member specified in subsection (5) from attending, being counted towards the quorum for, or taking part in the proceedings at, any meeting at which the decision is considered.
(7) In this section, a reference to a transaction to which an arrangement relates is— (a) in the case of an arrangement mentioned in section 504(1)(a) or (2)(a), a reference to the transaction entered
into with a director, a body corporate controlled by a director, or an entity connected with a director under the arrangement; or
(b) in the case of an arrangement mentioned in section 504(1)(b) or (2)(b) in relation to any rights, obligations or liabilities under a transaction, a reference to the transaction.
(8) For the purposes of subsection (1)(a), it is irrelevant whether the resolution is passed before, on or after the commencement date* of this Division.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 497 Value of transaction or arrangement etc. L.N. 163 of 2013 03/03/2014
(1) For the purposes of this Division— (a) the value of a transaction is to be determined in accordance with subsection (2); and (b) the value of any other relevant transaction or arrangement is the value of the transaction or arrangement
determined in accordance with subsection (2) or (3), reduced by any amount by which the liabilities of the director, the body corporate controlled by a director, or the entity connected with a director, for whom the transaction or arrangement was entered into have been reduced.
(2) For the purposes of subsection (1)— (a) the value of a loan is the amount of its principal; (b) the value of a quasi-loan is the amount, or maximum amount, that the person to whom the quasi-loan is
made is liable to reimburse the person making the quasi-loan; (c) the value of a credit transaction is the price that it is reasonable to expect could be obtained for goods, land
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or services to which the transaction relates if they had been supplied (at the time the transaction is entered into) in the ordinary course of business and on the same terms (apart from the price) as they have been supplied, or are to be supplied, under the transaction; and
(d) the value of a guarantee or security is the amount guaranteed or secured. (3) For the purposes of subsection (1)(b)—
(a) the value of an arrangement mentioned in section 504(1)(a) or (2)(a) is the value of the transaction entered into with a director, a body corporate controlled by a director, or an entity connected with a director under the arrangement; and
(b) the value of an arrangement mentioned in section 504(1)(b) or (2)(b) in relation to any rights, obligations or liabilities under a transaction is the value of the transaction.
Section: 498 Total exposure amount L.N. 163 of 2013 03/03/2014
(1) In sections 509 and 510— total exposure amount(風險承擔總額) means—
(a) in relation to a company that is not a specified company, the aggregate of the amounts specified in subsection (2); or
(b) in relation to a specified company, the aggregate of the amounts specified in subsection (3). (2) The amounts specified for the purposes of paragraph (a) of the definition of total exposure amount in subsection
(1) are— (a) the amount of the transaction in question; (b) the aggregate of the amounts outstanding at the time that transaction is entered into, in respect of the
principal and interest or otherwise, on every loan made by the company to a director of the company or of a holding company of the company, or to a body corporate controlled by such a director (excluding the transaction in question, and any loan made with the prescribed approval mentioned in section 500 or by virtue of section 499, 505, 506, 507, 508, 511 or 512);
(c) the aggregate of the amounts representing the maximum liability of the company at that time under every guarantee given by the company, and in respect of every security provided by the company, in connection with any loan made by any person to a director of the company or of a holding company of the company, or to a body corporate controlled by such a director (excluding the transaction in question, and any guarantee or security given or provided with the prescribed approval mentioned in section 500 or by virtue of section 499, 505, 506, 507, 508, 511 or 512); and
(d) the aggregate of the net amounts incurred or to be incurred by the company at that time under every arrangement specified in subsection (4) that is entered into by the company (excluding any arrangement entered into with the prescribed approval mentioned in section 504 or by virtue of section 499).
(3) The amounts specified for the purposes of paragraph (b) of the definition of total exposure amount in subsection (1) are— (a) the amount of the transaction in question; (b) the aggregate of the amounts outstanding at the time that transaction is entered into, in respect of the
principal and interest or otherwise, on every loan and quasi-loan made by the company to, and every credit transaction entered into by the company as creditor for, a director of the company or of a holding company of the company, or a body corporate controlled by such a director, or an entity connected with such a director (excluding the transaction in question, and any loan, quasi-loan or credit transaction made or entered into with the prescribed approval mentioned in section 500, 501, 502 or 503 or by virtue of section 499, 505, 506, 507, 508, 511 or 512);
(c) the aggregate of the amounts representing the maximum liability of the company at that time under every guarantee given by the company, and in respect of every security provided by the company, in connection with any loan or quasi-loan made by any person to, or any credit transaction entered into by any person as creditor for, a director of the company or of a holding company of the company, or a body corporate controlled by such a director, or an entity connected with such a director (excluding the transaction in question, and any guarantee or security given or provided with the prescribed approval mentioned in section 500, 501, 502 or 503 or by virtue of section 499, 505, 506, 507, 508, 511 or 512); and
(d) the aggregate of the net amounts incurred or to be incurred by the company at that time under every arrangement specified in subsection (5) that is entered into by the company (excluding any arrangement
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entered into with the prescribed approval mentioned in section 504 or by virtue of section 499). (4) An arrangement specified for the purposes of subsection (2)(d) is—
(a) an arrangement under which— (i) another person makes a questionable loan to—
(A) a director of the company or of a holding company of the company; or (B) a body corporate controlled by such a director; and
(ii) that other person, pursuant to the arrangement, has obtained or is to obtain any benefit from the company or an associated company of the company; or
(b) an arrangement for an assignment to the company, or assumption by the company, of any rights, obligations or liabilities under a questionable loan made by another person to— (i) a director of the company or of a holding company of the company; or (ii) a body corporate controlled by such a director.
(5) An arrangement specified for the purposes of subsection (3)(d) is— (a) an arrangement under which—
(i) another person makes a questionable loan or quasi-loan to, or enters into a questionable credit transaction as creditor for— (A) a director of the company or of a holding company of the company; (B) a body corporate controlled by such a director; or (C) an entity connected with such a director; and
(ii) that other person, pursuant to the arrangement, has obtained or is to obtain any benefit from the company or an associated company of the company; or
(b) an arrangement for an assignment to the company, or assumption by the company, of any rights, obligations or liabilities under— (i) a questionable loan or quasi-loan made by another person to—
(A) a director of the company or of a holding company of the company; (B) a body corporate controlled by such a director; or (C) an entity connected with such a director; or
(ii) a questionable credit transaction entered into by another person as creditor for— (A) a director of the company or of a holding company of the company; or (B) an entity connected with such a director.
(6) In this section— (a) a reference to a questionable loan or quasi-loan made by a person to a director of the company, a body
corporate controlled by such a director, or an entity connected with such a director, under an arrangement is a reference to a loan or quasi-loan (as the case may be) that, if it had been made by the company on the date of the arrangement, would have been prohibited by section 500(1), 501(1) or 502(1) or would have been so prohibited in the absence of sections 509 and 510;
(b) a reference to a questionable credit transaction entered into by a person as creditor for a director of the company, or an entity connected with such a director, under an arrangement is a reference to a credit transaction that, if it had been entered into by the company on the date of the arrangement, would have been prohibited by section 503(1) or would have been so prohibited in the absence of sections 509 and 510;
(c) a reference to a questionable loan or quasi-loan made by a person to a director of a holding company of the company, a body corporate controlled by such a director, or an entity connected with such a director, under an arrangement is a reference to a loan or quasi-loan (as the case may be) that, if it had been made by the company on the date of the arrangement, would have been prohibited by section 500(2), 501(2) or 502(2) or would have been so prohibited in the absence of sections 509 and 510; and
(d) a reference to a questionable credit transaction entered into by a person as creditor for a director of a holding company of the company, or an entity connected with such a director, under an arrangement is a reference to a credit transaction that, if it had been entered into by the company on the date of the arrangement, would have been prohibited by section 503(2) or would have been so prohibited in the absence of sections 509 and 510.
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Section: 499 Preservation of effect of members’ unanimous consent L.N. 163 of 2013 03/03/2014
(1) If, under a provision of this Division, a transaction or arrangement must not be entered into without the prescribed approval of a company’s members, the provision does not prohibit the transaction or arrangement from being entered into with the unanimous consent of those members given before it is entered into.
(2) If, under a provision of this Division, a transaction or arrangement may be entered into with only the prescribed approval of a company’s members, the provision does not preclude the transaction or arrangement from being entered into with the unanimous consent of those members given before it is entered into.
(3) For the purposes of subsection (1) or (2), it is irrelevant whether the unanimous consent is given before, on or after the commencement date* of this Division.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Part: Division: Subdivision:
11 2 2
Prohibitions L.N. 163 of 2013 03/03/2014
Section: 500 Company must not make loan etc. to director or body corporate controlled by director
L.N. 163 of 2013 03/03/2014
(1) Without the prescribed approval of its members, a company must not— (a) make a loan to—
(i) a director of the company; or (ii) a body corporate controlled by such a director; or
(b) give a guarantee or provide security in connection with a loan made by any person to— (i) a director of the company; or (ii) a body corporate controlled by such a director.
(2) Without the prescribed approval of its members and the prescribed approval of the holding company’s members, a company must not— (a) make a loan to—
(i) a director of a holding company of the company; or (ii) a body corporate controlled by such a director; or
(b) give a guarantee or provide security in connection with a loan made by any person to— (i) a director of a holding company of the company; or (ii) a body corporate controlled by such a director.
(3) Despite subsection (2)— (a) a company may enter into the transaction with only the prescribed approval of its members if the holding
company is incorporated outside Hong Kong; and (b) a company may enter into the transaction with only the prescribed approval of the holding company’s
members if it is a wholly owned subsidiary of the holding company, and the holding company is incorporated in Hong Kong.
Section: 501 Specified company must not make quasi-loan etc. to director
L.N. 163 of 2013 03/03/2014
(1) Without the prescribed approval of its members, a specified company must not— (a) make a quasi-loan to a director of the company; or (b) give a guarantee or provide security in connection with a quasi-loan made by any person to such a director.
(2) Without the prescribed approval of its members and the prescribed approval of the holding company’s members, a specified company must not— (a) make a quasi-loan to a director of a holding company of the company; or
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(b) give a guarantee or provide security in connection with a quasi-loan made by any person to such a director. (3) Despite subsection (2)—
(a) a specified company may enter into the transaction with only the prescribed approval of its members if the holding company is incorporated outside Hong Kong; and
(b) a specified company may enter into the transaction with only the prescribed approval of the holding company’s members if it is a wholly owned subsidiary of the holding company, and the holding company is incorporated in Hong Kong.
Section: 502 Specified company must not make loan or quasi-loan etc. to connected entity
L.N. 163 of 2013 03/03/2014
(1) Without the prescribed approval of its members, a specified company must not— (a) make a loan or quasi-loan to an entity connected with a director of the company; or (b) give a guarantee or provide security in connection with a loan or quasi-loan made by any person to an entity
connected with such a director. (2) Without the prescribed approval of its members and the prescribed approval of the holding company’s
members, a specified company must not— (a) make a loan or quasi-loan to an entity connected with a director of a holding company of the company; or (b) give a guarantee or provide security in connection with a loan or quasi-loan made by any person to an entity
connected with such a director. (3) Despite subsection (2)—
(a) a specified company may enter into the transaction with only the prescribed approval of its members if the holding company is incorporated outside Hong Kong; and
(b) a specified company may enter into the transaction with only the prescribed approval of the holding company’s members if it is a wholly owned subsidiary of the holding company, and the holding company is incorporated in Hong Kong.
Section: 503 Specified company must not enter into credit transaction etc. as creditor for director or connected entity
L.N. 163 of 2013 03/03/2014
(1) Without the prescribed approval of its members, a specified company must not— (a) enter into a credit transaction as creditor for—
(i) a director of the company; or (ii) an entity connected with such a director; or
(b) give a guarantee or provide security in connection with a credit transaction entered into by any person as creditor for such a director or an entity connected with such a director.
(2) Without the prescribed approval of its members and the prescribed approval of the holding company’s members, a specified company must not— (a) enter into a credit transaction as creditor for—
(i) a director of a holding company of the company; or (ii) an entity connected with such a director; or
(b) give a guarantee or provide security in connection with a credit transaction entered into by any person as creditor for such a director or an entity connected with such a director.
(3) Despite subsection (2)— (a) a specified company may enter into the transaction with only the prescribed approval of its members if the
holding company is incorporated outside Hong Kong; and (b) a specified company may enter into the transaction with only the prescribed approval of the holding
company’s members if it is a wholly owned subsidiary of the holding company, and the holding company is incorporated in Hong Kong.
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Section: 504 Company must not take part in arrangement purporting to circumvent sections 500 to 503
L.N. 163 of 2013 03/03/2014
(1) Without the prescribed approval of its members, a company must not— (a) take part in an arrangement under which—
(i) another person enters into a questionable transaction with a director of the company, a body corporate controlled by such a director, or an entity connected with such a director; and
(ii) that other person, pursuant to the arrangement, has obtained or is to obtain any benefit from the company or an associated company of the company; or
(b) arrange for an assignment to the company, or assumption by the company, of any rights, obligations or liabilities under a questionable transaction entered into by another person with— (i) a director of the company; (ii) a body corporate controlled by such a director; or (iii) an entity connected with such a director.
(2) Without the prescribed approval of its members and the prescribed approval of the holding company’s members, a company must not— (a) take part in an arrangement under which—
(i) another person enters into a questionable transaction with a director of a holding company of the company, a body corporate controlled by such a director, or an entity connected with such a director; and
(ii) that other person, pursuant to the arrangement, has obtained or is to obtain any benefit from the company or an associated company of the company; or
(b) arrange for an assignment to the company, or assumption by the company, of any rights, obligations or liabilities under a questionable transaction entered into by another person with— (i) a director of a holding company of the company; (ii) a body corporate controlled by such a director; or (iii) an entity connected with such a director.
(3) Despite subsection (2)— (a) a company may enter into the arrangement with only the prescribed approval of its members if the holding
company is incorporated outside Hong Kong; and (b) a company may enter into the arrangement with only the prescribed approval of the holding company’s
members if it is a wholly owned subsidiary of the holding company, and the holding company is incorporated in Hong Kong.
(4) In this section— (a) a reference to a questionable transaction entered into by a person with a director of the company, a body
corporate controlled by such a director, or an entity connected with such a director, under an arrangement is a reference to a transaction that, if it had been entered into by the company on the date of the arrangement, would have been prohibited by section 500(1), 501(1), 502(1) or 503(1) or would have been so prohibited in the absence of Subdivision 3; and
(b) a reference to a questionable transaction entered into by a person with a director of a holding company of the company, a body corporate controlled by such a director, or an entity connected with such a director, under an arrangement is a reference to a transaction that, if it had been entered into by the company on the date of the arrangement, would have been prohibited by section 500(2), 501(2), 502(2) or 503(2) or would have been so prohibited in the absence of Subdivision 3.
Part: Division: Subdivision:
11 2 3
Exceptions to Subdivision 2 L.N. 163 of 2013 03/03/2014
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Section: 505 Exception for loan, quasi-loan and credit transaction of value not exceeding 5% of net assets or called-up share capital
L.N. 163 of 2013 03/03/2014
(1) A company is not prohibited by section 500, 501, 502 or 503 from making a loan or quasi-loan, entering into a credit transaction or giving a guarantee or providing security in connection with a loan, quasi-loan or credit transaction, if the aggregate of the value of the transaction in question, and the value of any other relevant transaction or arrangement, does not exceed 5% of— (a) the value of the company’s net assets as determined by reference to the relevant financial statements of the
company; or (b) if no such relevant financial statements have been prepared, the amount of the company’s called-up share
capital. (2) In this section, a reference to the relevant financial statements of a company is—
(a) a reference to the company’s annual financial statements or annual consolidated financial statements prepared under Part 9 that were most recently sent to its members under section 430; or
(b) if no such annual financial statements or annual consolidated financial statements have been sent since the commencement date* of section 430, a reference to the company’s accounts prepared under section 122 of the predecessor Ordinance that were most recently sent to its members under section 129G of that Ordinance.
(3) A transaction or arrangement is a relevant transaction or arrangement for the purposes of subsection (1)— (a) if it is entered into before, or at the same time as, the transaction in question; and (b) if—
(i) where the transaction in question is entered into for a director of the company, a body corporate controlled by such a director, or an entity connected with such a director, it is entered into for the director, controlled body corporate or connected entity by the company or a subsidiary of the company as permitted by subsection (1); or
(ii) where the transaction in question is entered into for a director of a holding company of the company, a body corporate controlled by such a director, or an entity connected with such a director, it is entered into for the director, controlled body corporate or connected entity by the holding company or a subsidiary of the holding company as permitted by subsection (1).
(4) Despite subsection (3), a transaction or arrangement is not a relevant transaction or arrangement for the purposes of subsection (1) if— (a) it was entered into by a body corporate that, at the time it was entered into—
(i) was a subsidiary of the company entering into the transaction in question; or (ii) was a subsidiary of a holding company of that company; and
(b) at the time the question arises as to whether the transaction in question falls within subsection (1), the body corporate is no longer such a subsidiary.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 506 Exception for expenditure on company business L.N. 163 of 2013 03/03/2014
(1) A company is not prohibited by section 500, 501, 502 or 503 from entering into any transaction to provide— (a) a director of the company or of a holding company of the company; (b) a body corporate controlled by such a director; or (c) an entity connected with such a director, with funds to meet expenditure specified in subsection (2) or to avoid incurring such expenditure.
(2) The expenditure is one incurred or to be incurred by the director, controlled body corporate or connected entity (as the case may be)— (a) for the purposes of the company; or (b) for the purpose of enabling the director, controlled body corporate or connected entity (as the case may be)
to properly perform duties as an officer of the company.
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Section: 507 Exception for expenditure on defending proceedings etc. L.N. 163 of 2013 03/03/2014
(1) If the condition specified in subsection (2) is satisfied, a company is not prohibited by section 500, 501, 502 or 503 from entering into any transaction— (a) to provide a director of the company or of a holding company of the company with funds to meet
expenditure incurred or to be incurred by the director— (i) in defending any criminal or civil proceedings in connection with any alleged negligence, default,
breach of duty or breach of trust by the director in relation to the company or an associated company of the company; or
(ii) in connection with an application for relief under section 358 of the predecessor Ordinance or section 903 or 904; or
(b) to enable such a director to avoid incurring such expenditure. (2) The condition is that the transaction in question is entered into on the terms—
(a) that the funds are to be repaid, or any liability of the company incurred in relation to that transaction is to be discharged, if— (i) the director is convicted in the proceedings; (ii) judgment is given against the director in the proceedings; or (iii) the court refuses to grant the director relief on the application; and
(b) that the funds are to be so repaid, or such liability is to be so discharged, not later than the date when the conviction, judgment or refusal of relief becomes final.
(3) For the purposes of subsection (2), a conviction, judgment or refusal of relief— (a) if not appealed against, becomes final at the end of the period for bringing an appeal; or (b) if appealed against, becomes final when the appeal, or any further appeal, is disposed of.
(4) For the purposes of subsection (3)(b), an appeal is disposed of if— (a) it is determined, and the period for bringing any further appeal has ended; or (b) it is abandoned or otherwise ceases to have effect.
Section: 508 Exception for expenditure in connection with investigation or regulatory action
L.N. 163 of 2013 03/03/2014
(1) If the condition specified in subsection (2) is satisfied, a company is not prohibited by section 500, 501, 502 or 503 from entering into any transaction— (a) to provide a director of the company or of a holding company of the company with funds to meet
expenditure incurred or to be incurred by the director in putting up a defence in an investigation, or against any action taken or proposed to be taken, by a regulatory authority in connection with any alleged misconduct by the director in relation to the company or an associated company of the company; or
(b) to enable such a director to avoid incurring such expenditure. (2) The condition is that the transaction in question is entered into on the terms—
(a) that the funds are to be repaid, or any liability of the company incurred in relation to that transaction is to be discharged, if the director is found in the investigation or action to have committed the misconduct; and
(b) that the funds are to be so repaid, or such liability is to be so discharged, not later than the date when the finding becomes final.
(3) For the purposes of subsection (2)— (a) a finding subject to review—
(i) if no application for review has been made, becomes final at the end of the period for making an application for review; or
(ii) if an application for review has been made, becomes final when the review, or any further review, is disposed of;
(b) a finding subject to appeal— (i) if not appealed against, becomes final at the end of the period for bringing an appeal; or (ii) if appealed against, becomes final when the appeal, or any further appeal, is disposed of; and
(c) a finding not subject to review or appeal becomes final when it is made.
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(4) For the purposes of subsection (3)(a)(ii) or (b)(ii), a review or appeal is disposed of if— (a) it is determined, and the period for bringing any further review or appeal has ended; or (b) it is abandoned or otherwise ceases to have effect.
(5) In this section— misconduct(不當行為) means negligence, default, breach of duty or breach of trust.
Section: 509 Exception for home loan L.N. 163 of 2013 03/03/2014
(1) If the conditions specified in subsection (2) are satisfied, a company is not prohibited by section 500, 501, 502 or 503 from entering into any transaction— (a) for the purpose of facilitating the purchase of any residential premises for use as the only or main residence
of— (i) a director of the company; (ii) an employee of the company who is a director of a holding company of the company; or (iii) an employee of the company who is an entity connected with a director of the company or of a holding
company of the company; (b) for the purpose of improving any residential premises so used; or (c) in substitution for any transaction entered into by any other person for a purpose specified in paragraph (a)
or (b). (2) The conditions are—
(a) that, at the time the transaction in question is entered into, the total exposure amount does not exceed 10% of— (i) the value of the company’s net assets as determined by reference to the relevant financial statements
of the company; or (ii) if no such relevant financial statements have been prepared, the amount of the company’s called-up
share capital; (b) that the company ordinarily enters into transactions for a purpose specified in subsection (3) on terms no
less favourable than those on which the transaction in question is entered into; (c) that a valuation report on the residential premises is made and signed by a professionally qualified valuation
surveyor, who is subject to the discipline of a professional body, within 3 months before the date on which the transaction in question is entered into; and
(d) that the transaction in question is secured by a legal mortgage on the land comprising the residential premises.
(3) The purpose specified for the purposes of subsection (2)(b) is— (a) to facilitate the purchase of any residential premises for use as the only or main residence of an employee of
the company; (b) to improve any residential premises so used; or (c) to substitute for any transaction entered into by any other person for a purpose specified in paragraph (a) or
(b). (4) In this section— residential premises(住用處所) means any residential premises together with any land to be occupied or enjoyed with
the premises. (5) In this section, a reference to the relevant financial statements of a company is—
(a) a reference to the company’s annual financial statements or annual consolidated financial statements prepared under Part 9 that were most recently sent to its members under section 430; or
(b) if no such annual financial statements or annual consolidated financial statements have been sent since the commencement date* of section 430, a reference to the company’s accounts prepared under section 122 of the predecessor Ordinance that were most recently sent to its members under section 129G of that Ordinance.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
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Section: 510 Exception for leasing goods and land etc. L.N. 163 of 2013 03/03/2014
(1) If the conditions specified in subsection (2) are satisfied, a company is not prohibited by section 500, 501, 502 or 503 from leasing or hiring goods or leasing land to— (a) a director of the company or of a holding company of the company; (b) a body corporate controlled by such a director; or (c) an entity connected with such a director.
(2) The conditions are— (a) that, at the time the transaction in question is entered into, the total exposure amount does not exceed 10%
of— (i) the value of the company’s net assets as determined by reference to the relevant financial statements
of the company; or (ii) if no such relevant financial statements have been prepared, the amount of the company’s called-up
share capital; and (b) that the terms of the transaction in question are not more favourable than what is reasonable to expect the
company to have offered, if the goods had been leased or hired, or the land had been leased, on the open market, to a person unconnected with the company.
(3) In this section, a reference to the relevant financial statements of a company is— (a) a reference to the company’s annual financial statements or annual consolidated financial statements
prepared under Part 9 that were most recently sent to its members under section 430; or (b) if no such annual financial statements or annual consolidated financial statements have been sent since the
commencement date* of section 430, a reference to the company’s accounts prepared under section 122 of the predecessor Ordinance that were most recently sent to its members under section 129G of that Ordinance.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 511 Exception for transaction entered into in ordinary course of business
L.N. 163 of 2013 03/03/2014
(1) A company is not prohibited by section 500, 501 or 502 from making a loan or quasi-loan, or giving a guarantee or providing security in connection with a loan or quasi-loan, if— (a) the company’s ordinary business includes the making of loans or quasi-loans, or the giving of guarantees
or provision of securities in connection with loans or quasi-loans (as the case may be); (b) the loan, quasi-loan, guarantee or security is made, given or provided by the company in the ordinary course
of its business; and (c) the amount of the loan or quasi-loan, guarantee or security is not greater, and the terms of it are not more
favourable, than what is reasonable to expect the company to have offered to a person of the same financial standing but unconnected with the company.
(2) A company is not prohibited by section 503 from entering into a credit transaction, or giving a guarantee or providing security in connection with a credit transaction, if— (a) the company’s ordinary business includes the entering into of credit transactions, or the giving of
guarantees or provision of securities in connection with credit transactions (as the case may be); (b) the credit transaction, guarantee or security is entered into, given or provided by the company in the
ordinary course of its business; and (c) the amount of the credit transaction, guarantee or security is not greater, and the terms of it are not more
favourable, than what is reasonable to expect the company to have offered to a person of the same financial standing but unconnected with the company.
Section: 512 Exception for intra-group transaction L.N. 163 of 2013 03/03/2014
If a company is a member of a group of companies, the company is not prohibited by section 500, 501, 502 or 503
Cap 622 - Companies Ordinance 195
from— (a) making a loan or quasi-loan to, or entering into a credit transaction as creditor for, a body corporate that is a
member of the group; or (b) giving a guarantee or providing security in connection with—
(i) a loan or quasi-loan made by any person to such a body corporate; or (ii) a credit transaction entered into by any person as creditor for such a body corporate.
Part: Division: Subdivision:
11 2 4
Consequences of Contravention L.N. 163 of 2013 03/03/2014
Section: 513 Civil consequences of contravention L.N. 163 of 2013 03/03/2014
(1) If a company enters into a transaction in contravention of section 500, 501, 502 or 503, or enters into an arrangement in contravention of section 504, the transaction or arrangement is voidable at the company’s instance unless— (a) restitution of any money or other asset that was the subject matter of the transaction or arrangement is no
longer possible; (b) the company has been indemnified for any loss or damage resulting from the transaction or arrangement; or (c) a person other than the director, controlled body corporate, or connected entity, for whom the transaction or
arrangement was entered into acquired rights in good faith, for value, and without actual notice of the contravention, and those rights would be affected by the avoidance.
(2) Whether or not the transaction or arrangement has been avoided, each of the persons specified in subsection (3) is liable— (a) to account to the company for any gain that the person has made, directly or indirectly, by the transaction or
arrangement; and (b) jointly and severally with any other person so liable under this section, to indemnify the company for any
loss or damage resulting from the transaction or arrangement. (3) The persons are—
(a) a director of the company, or of a holding company of the company, for whom the company entered into the transaction or arrangement;
(b) a body corporate controlled by such a director, or an entity connected with such a director, for whom the company entered into the transaction or arrangement;
(c) the director of the company who controls such a body corporate or with whom such an entity is connected; (d) the director of a holding company of the company who controls such a body corporate or with whom such
an entity is connected; and (e) any other director of the company who authorized the transaction or arrangement.
(4) Despite subsection (2)— (a) the controlled body corporate or connected entity specified in subsection (3)(b) is not liable if the controlled
body corporate or connected entity establishes that, at the time the transaction or arrangement was entered into, it was not aware of the circumstances constituting the contravention;
(b) the director specified in subsection (3)(c) or (d) is not liable if the director establishes that the director took all reasonable steps to secure the company’s compliance with section 500, 502, 503 or 504 (as the case may be); and
(c) a director specified in subsection (3)(e) is not liable if the director establishes that, at the time the transaction or arrangement was entered into, the director was not aware of the circumstances constituting the contravention.
(5) This section does not exclude the operation of any other Ordinance or rule of law by virtue of which the transaction or arrangement may be called into question or any liability to the company may arise.
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Section: 514 Affirmation of contravening transaction or arrangement L.N. 163 of 2013 03/03/2014
(1) Despite section 513, a transaction or arrangement may no longer be avoided under that section if, within a reasonable period after it is entered into, the transaction or arrangement is affirmed.
(2) If a transaction or arrangement contravenes Subdivision 2 because it was entered into without the prescribed approval of the company’s members, the affirmation of the transaction or arrangement must be obtained by a resolution of the company’s members.
(3) If a transaction or arrangement contravenes Subdivision 2 because it was entered into without the prescribed approval of the holding company’s members, the affirmation of the transaction or arrangement must be obtained by a resolution of the holding company’s members.
(4) If a transaction or arrangement contravenes Subdivision 2 because it was entered into without the prescribed approval of the company’s members and the prescribed approval of the holding company’s members, the affirmation of the transaction or arrangement must be obtained— (a) by a resolution of the company’s members; and (b) by a resolution of the holding company’s members.
(5) Subsections (2), (3) and (4) do not affect the validity of a company’s or holding company’s decision to affirm a transaction or arrangement if it is taken by unanimous consent of the company’s or holding company’s members.
Section: 515 Provisions supplementary to section 514 L.N. 163 of 2013 03/03/2014
(1) The following requirements must be met in relation to a resolution of the members of any company under section 514— (a) in the case of a written resolution, a memorandum setting out the matters specified in subsection (3) is sent
to every member at or before the time at which the proposed resolution is sent to the member; or (b) in the case of a resolution passed at a general meeting—
(i) a memorandum setting out the matters specified in subsection (3) is sent to every member together with the notice convening the meeting; and
(ii) if the company is a specified company, the resolution is passed after disregarding every vote in favour of the resolution by a member specified in subsection (4).
(2) Subject to any provision of the company’s articles, any accidental omission to send the memorandum to a member is to be disregarded for the purpose of determining whether the requirement specified in subsection (1)(a) or (b)(i) has been met.
(3) The matters specified for the purposes of subsection (1)(a) and (b)(i) are— (a) in the case of a resolution for the purpose of a contravention of section 500, 501 or 502—
(i) the nature of the transaction to be affirmed by the resolution; (ii) the amount of the loan or quasi-loan; (iii) the purpose for which the loan or quasi-loan is required; and (iv) the extent of the company’s liability under any transaction connected with the loan or quasi-loan;
(b) in the case of a resolution for the purpose of a contravention of section 503— (i) the nature of the transaction to be affirmed by the resolution; (ii) the amount and value of the credit transaction; (iii) the purpose for which the goods, land or services supplied, sold, leased, hired or otherwise disposed of
under the credit transaction are required; and (iv) the extent of the company’s liability under any transaction connected with the credit transaction; or
(c) in the case of a resolution for the purpose of a contravention of section 504— (i) the matters that would have to be disclosed if the company were seeking affirmation of the transaction
to which the arrangement relates; (ii) the nature of the arrangement to be affirmed by the resolution; and (iii) the extent of the company’s liability under the arrangement.
(4) The member specified for the purposes of subsection (1)(b)(ii) is— (a) in the case of a resolution for the purpose of a contravention of section 500 or 501—
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(i) one who is the controlled body corporate to whom the loan is proposed to be made or was made; (ii) one who is the director—
(A) who controls that body corporate; or (B) to whom the loan or quasi-loan is proposed to be made or was made;
(iii) one who is any other director of the company who authorized the loan or quasi-loan; or (iv) one who holds any shares in the company in trust for the director specified in subparagraph (ii) or (iii)
or that controlled body corporate; (b) in the case of a resolution for the purpose of a contravention of section 502—
(i) one who is the connected entity to whom the loan or quasi-loan is proposed to be made or was made; (ii) one who is the director with whom that entity is connected; (iii) one who is any other director of the company who authorized the loan or quasi-loan; or (iv) one who holds any shares in the company in trust for the director specified in subparagraph (ii) or (iii)
or that connected entity; (c) in the case of a resolution for the purpose of a contravention of section 503—
(i) one who is the director or connected entity for whom the credit transaction is proposed to be entered into or was entered into;
(ii) one who is the director with whom that entity is connected; (iii) one who is any other director of the company who authorized the credit transaction; or (iv) one who holds any shares in the company in trust for the director specified in subparagraph (i), (ii) or
(iii) or that connected entity; or (d) in the case of a resolution for the purpose of a contravention of section 504—
(i) one who is the controlled body corporate, or connected entity, for whom the arrangement is proposed to be entered into or was entered into;
(ii) one who is the director— (A) who controls that body corporate; (B) with whom that entity is connected; or (C) for whom the arrangement is proposed to be entered into or was entered into;
(iii) one who is any other director of the company who authorized the arrangement; or (iv) one who holds any shares in the company in trust for the director specified in subparagraph (ii) or (iii)
or that controlled body corporate or connected entity. (5) Subsection (1)(b)(ii) does not prevent a member specified in subsection (4) from attending, being counted
towards the quorum for, or taking part in the proceedings at, any meeting at which the decision is considered. (6) In this section, a reference to a transaction to which an arrangement relates is—
(a) in the case of an arrangement mentioned in section 504(1)(a) or (2)(a), a reference to the transaction entered into with a director, a body corporate controlled by a director, or an entity connected with a director under the arrangement; or
(b) in the case of an arrangement mentioned in section 504(1)(b) or (2)(b) in relation to any rights, obligations or liabilities under a transaction, a reference to the transaction.
Part: Division:
11 3
Payment for Loss of Office L.N. 163 of 2013 03/03/2014
Part: Division: Subdivision:
11 3 1
Preliminary L.N. 163 of 2013 03/03/2014
Section: 516 Interpretation L.N. 163 of 2013 03/03/2014
(1) In this Division— affected member (受影響成員) means—
(a) a holder of the shares to which the takeover offer relates; or
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(b) a holder of shares of the same class as any of the shares to which the takeover offer relates; director (董事) includes a shadow director; takeover offer (收購要約) means a takeover offer as defined by section 689. (2) In this Division—
(a) a reference to payment, compensation or consideration includes benefits otherwise than in cash; and (b) a reference to loss of office as a director excludes loss of a person’s status as a shadow director.
(3) In section 517 and Subdivisions 2 and 3, a reference to a payment to a director or former director includes— (a) a payment to an entity connected with the director or former director; and (b) a payment to a person made at the direction of, or for the benefit of—
(i) the director or former director; or (ii) an entity connected with the director or former director.
(4) In section 517 and Subdivisions 2 and 3, a reference to a payment by a person includes a payment by another person made at the direction of, or on behalf of, the person.
(5) For the purposes of this Division, a body corporate is not to be regarded as a shadow director of any of its subsidiaries by reason only that the directors, or a majority of the directors, of the subsidiary are accustomed to act in accordance with its directions or instructions.
Section: 517 Payment for loss of office L.N. 163 of 2013 03/03/2014
(1) In this Division, a reference to a payment for loss of office made to a director or former director of a company is a reference to a payment made to the director or former director— (a) by way of compensation for loss of office as director of the company; (b) by way of compensation for loss, while director of the company or in connection with ceasing to be director
of it, of— (i) any other office or employment in connection with the management of the affairs of the company; or (ii) any office (as director or otherwise) or employment in connection with the management of the affairs
of any subsidiary undertaking of the company; (c) as consideration for or in connection with the retirement from the office as director of the company; or (d) as consideration for or in connection with the retirement, while director of the company or in connection
with ceasing to be director of it, from— (i) any other office or employment in connection with the management of the affairs of the company; or (ii) any office (as director or otherwise) or employment in connection with the management of the affairs
of any subsidiary undertaking of the company. (2) If, in connection with a transfer mentioned in section 522 or 523—
(a) the price to be paid to a director or former director of the company specified in subsection (3) for any shares in the company exceeds the price that could at the time have been obtained by other holders of like shares; or
(b) any valuable consideration is given to a director or former director of the company specified in subsection (3) by a person other than the company,
the excess, or (as the case may be) the money value of the consideration, is to be regarded as a payment for loss of office for the purposes of sections 522 and 523.
(3) The director or former director of the company is— (a) one who is or was to cease to hold office in connection with the transfer; or (b) one who is or was to cease to be the holder of either of the following offices in connection with the transfer
— (i) any other office or employment in connection with the management of the affairs of the company; (ii) any office (as director or otherwise) or employment in connection with the management of the affairs
of any subsidiary undertaking of the company. (4) Subsection (1)(a) and (b) applies to a loss of office occurring on or after the commencement date* of this
Division. (5) Subsection (1)(c) and (d) applies to a retirement occurring on or after the commencement date* of this Division. (6) For the purposes of subsections (4) and (5), a loss of office or retirement occurs—
(a) in the case of a directorship, when the person ceases to be a director;
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(b) in the case of any other office, when the person ceases to hold the office; or (c) in the case of an employment, when the employment comes to an end.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 518 Prescribed approval of members or affected members L.N. 163 of 2013 03/03/2014
(1) In this Division, a reference to the prescribed approval of the members or affected members of a company is a reference to an approval obtained by a resolution of those members or affected members— (a) that is passed before the payment for loss of office is made; and (b) in respect of which the requirements specified in subsection (2) are met.
(2) The requirements specified for the purposes of subsection (1)(b) are— (a) that, in the case of a written resolution, a memorandum setting out the particulars of the payment is sent to
every member or affected member (as the case may be) at or before the time at which the proposed resolution is sent to the member or affected member; or
(b) that, in the case of a resolution passed at a general meeting— (i) a memorandum setting out the particulars of the payment is sent to every member or affected member
(as the case may be) together with the notice convening the meeting; and (ii) if the company is a public company, the resolution is passed after disregarding every vote in favour of
the resolution by a member or affected member (as the case may be) specified in subsection (4) or (5). (3) Subject to any provision of the company’s articles, any accidental omission to send the memorandum to a
member or affected member (as the case may be) is to be disregarded for the purpose of determining whether the requirement specified in subsection (2)(a) or (b)(i) has been met.
(4) In the case of a resolution for the purposes of section 521 or 522, the member specified for the purposes of subsection (2)(b)(ii) is— (a) one who is the director or former director to whom the payment for loss of office is proposed to be made; (b) one who is the proposed recipient of the payment for loss of office and who is not the director or former
director specified in paragraph (a); or (c) one who holds any shares in the company in trust for that director, former director or recipient.
(5) In the case of a resolution for the purposes of section 523, the affected member specified for the purposes of subsection (2)(b)(ii) is— (a) one who is the director or former director to whom the payment for loss of office is proposed to be made; (b) one who is the proposed recipient of the payment for loss of office and who is not the director or former
director specified in paragraph (a); (c) one who makes the takeover offer; (d) one who is an associate of the person making the takeover offer; or (e) one who holds any shares in the company in trust for—
(i) that director, former director or recipient; (ii) the maker of the takeover offer specified in paragraph (c); or (iii) the associate.
(6) Subsection (2)(b)(ii) does not prevent a member or affected member (as the case may be) specified in subsection (4) or (5) from attending, being counted towards the quorum for, or taking part in the proceedings at, any meeting at which the decision is considered.
(7) In this section— associate(有聯繫者), in relation to a person making a takeover offer, means an associate of the person as defined by
section 667. (8) For the purposes of subsection (1)(a), it is irrelevant whether the resolution is passed before, on or after the
commencement date* of this Division. ___________________________________________________________________ Note: * Commencement date: 3 March 2014.
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Section: 519 Preservation of effect of members’ or affected members’ unanimous consent
L.N. 163 of 2013 03/03/2014
(1) If, under a provision of this Division, a transaction must not be entered into without the prescribed approval of a company’s members or affected members, the provision does not prohibit the transaction from being entered into with the unanimous consent of those members or affected members given before it is entered into.
(2) If, under a provision of this Division, a transaction may be entered into with only the prescribed approval of a company’s members or affected members, the provision does not preclude the transaction from being entered into with the unanimous consent of those members or affected members given before it is entered into.
(3) For the purposes of subsection (1) or (2), it is irrelevant whether the unanimous consent is given before, on or after the commencement date* of this Division.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 520 This Division does not affect operation of other Ordinance or law
L.N. 163 of 2013 03/03/2014
This Division does not affect the operation of any other Ordinance or rule of law requiring disclosure to be made with respect to—
(a) any payment for loss of office mentioned in section 521, 522 or 523; or (b) any other like payment made or to be made to a director or former director of a company.
Part: Division: Subdivision:
11 3 2
Prohibitions L.N. 163 of 2013 03/03/2014
Section: 521 Company must not make payment for loss of office to director or former director
L.N. 163 of 2013 03/03/2014
(1) Without the prescribed approval of its members, a company must not make a payment for loss of office to a director or former director of the company.
(2) Without the prescribed approval of its members and the prescribed approval of the holding company’s members, a company must not make a payment for loss of office to a director or former director of a holding company of the company.
(3) Despite subsection (2)— (a) a company may enter into the transaction with only the prescribed approval of its members if the holding
company is incorporated outside Hong Kong; and (b) a company may enter into the transaction with only the prescribed approval of the holding company’s
members if it is a wholly owned subsidiary of the holding company, and the holding company is incorporated in Hong Kong.
Section: 522 Person must not make payment for loss of office to director or former director in connection with transfer of company’s undertaking or property
L.N. 163 of 2013 03/03/2014
(1) Without the prescribed approval of the company’s members, a person must not make a payment for loss of office to a director or former director of a company in connection with a transfer of the whole or any part of the undertaking or property of the company.
(2) Without the prescribed approval of the company’s members and the prescribed approval of the subsidiary’s members, a person must not make a payment for loss of office to a director or former director of a company in connection with a transfer of the whole or any part of the undertaking or property of a subsidiary of the company.
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(3) For the purposes of this section, a payment is presumed, except in so far as the contrary is shown, to be made in connection with a transfer of any undertaking or property of a company if it is made pursuant to an arrangement — (a) entered into as part of the agreement for the transfer, or within one year before or 2 years after that
agreement is entered into; and (b) to which the company, or any person to whom the transfer is made, is privy.
(4) Despite subsection (2), a person may enter into the transaction with only the prescribed approval of the company’s members if the subsidiary is incorporated outside Hong Kong or is a wholly owned subsidiary of the company.
Section: 523 Person must not make payment for loss of office to director or former director in connection with transfer of shares resulting from takeover offer
L.N. 163 of 2013 03/03/2014
(1) Without the prescribed approval of the affected members, a person must not make a payment for loss of office to a director or former director of a company in connection with a transfer of shares in the company, or in a subsidiary of the company, resulting from a takeover offer.
(2) For the purposes of this section, a payment is presumed, except in so far as the contrary is shown, to be made in connection with a transfer of any shares in a company if it is made pursuant to an arrangement— (a) entered into as part of the agreement for the transfer, or within one year before or 2 years after that
agreement is entered into; and (b) to which the company, or any person to whom the transfer is made, is privy.
(3) Despite subsection (1), a person may enter into the transaction without the prescribed approval of a body corporate’s affected members if the body corporate is incorporated outside Hong Kong.
(4) For the purposes of this section, the prescribed approval of the affected members of a payment is to be regarded as being obtained if— (a) a quorum is not present at a general meeting to consider the resolution in respect of which the requirement
specified in section 518(2)(b)(i) is met; (b) the meeting is adjourned to a later date; and (c) a quorum is not present at the adjourned meeting.
Part: Division: Subdivision:
11 3 3
Exceptions to Subdivision 2 L.N. 163 of 2013 03/03/2014
Section: 524 Exception for payments in discharge of legal obligation etc. L.N. 163 of 2013 03/03/2014
(1) A person is not prohibited by Subdivision 2 from making a payment in good faith— (a) in discharge of an existing legal obligation; (b) by way of damages for breach of an existing legal obligation; (c) by way of settlement or compromise of any claim arising in connection with the termination of a person’s
office or employment; or (d) by way of pension in respect of past services.
(2) For the purposes of subsection (1), if part of a payment falls within that subsection and part of it does not, the payment is to be regarded as if those parts were separate payments.
(3) In this section— existing legal obligation(現存法律義務)—
(a) in relation to a payment falling within section 521 and made by a company, means an obligation of the company, or an associated company of it, that was not entered into in connection with, or in consequence of, the event giving rise to the payment for loss of office; or
(b) in relation to a payment falling within section 522 or 523 and made by a person in connection with a transfer of any undertaking, property or shares, means an obligation of the person that was not entered into
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for the purpose of, in connection with, or in consequence of, the transfer; pension(退休金) includes any superannuation allowance, superannuation gratuity or similar payment. (4) For the purposes of the definition of existing legal obligation in subsection (3), if a payment falls within both
sections 521 and 522 or within both sections 521 and 523, it is to be regarded as falling within section 521 but not within section 522 or 523.
Section: 525 Exception for small payment L.N. 163 of 2013 03/03/2014
(1) A company is not prohibited by section 521 from making a payment to a director or former director if the aggregate of the amount or value of the payment, and the amount or value of any other payment for loss of office made by the company or a subsidiary of the company to the director or former director in connection with the same event, does not exceed $100000.
(2) A company is not prohibited by section 522 or 523 from making a payment to a director or former director in connection with a transfer of any undertaking or property of, or shares in, the company or a subsidiary of the company if the aggregate of the amount or value of the payment, and the amount or value of any other payment for loss of office made by the company or a subsidiary of the company to the director or former director in connection with the transfer, does not exceed $100000.
(3) A subsidiary of a company is not prohibited by section 522 or 523 from making a payment to a director or former director in connection with a transfer of any undertaking or property of, or shares in, the company or a subsidiary of the company if the aggregate of the amount or value of the payment, and the amount or value of any other payment for loss of office made by the company, or the subsidiary making the payment, to the director or former director in connection with the transfer, does not exceed $100000.
Part: Division: Subdivision:
11 3 4
Consequences of Contravention L.N. 163 of 2013 03/03/2014
Section: 526 Interpretation L.N. 163 of 2013 03/03/2014
For the purposes of this Division— (a) unless the court directs otherwise, a payment is to be regarded as being made in contravention of section
522 if it is made in contravention of both sections 521 and 522; and (b) unless the court directs otherwise, a payment is to be regarded as being made in contravention of section
523 if it is made in contravention of both sections 521 and 523.
Section: 527 Civil consequences of contravention of section 521 L.N. 163 of 2013 03/03/2014
If a payment is made by a company in contravention of section 521— (a) the payment is held by the recipient in trust for the company; and (b) any director of the company who authorized the payment is jointly and severally liable to indemnify the
company for any loss resulting from the payment.
Section: 528 Civil consequences of contravention of section 522 L.N. 163 of 2013 03/03/2014
(1) This section applies if a payment is made in connection with a transfer of any undertaking or property of a company, or a subsidiary of a company, in contravention of section 522.
(2) The payment is held by the recipient in trust for the company or subsidiary. (3) If the payment is made by or on behalf of the company, any director of the company who authorized the
payment is jointly and severally liable to indemnify the company for any loss resulting from the payment. (4) If the payment is made by or on behalf of the subsidiary, any director of the subsidiary who authorized the
payment is jointly and severally liable to indemnify the subsidiary for any loss resulting from the payment.
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Section: 529 Civil consequences of contravention of section 523 L.N. 163 of 2013 03/03/2014
(1) This section applies if a payment is made in connection with a transfer of shares in a company, or a subsidiary of a company, resulting from a takeover offer in contravention of section 523.
(2) The payment is held by the recipient in trust for those who have sold their shares as a result of the offer made. (3) The recipient must bear the expenses in distributing that sum amongst those who have sold their shares. (4) If the payment is made by or on behalf of the company, any director of the company who authorized the
payment is jointly and severally liable to indemnify the company for any loss resulting from the payment. (5) If the payment is made by or on behalf of the subsidiary, any director of the subsidiary who authorized the
payment is jointly and severally liable to indemnify the subsidiary for any loss resulting from the payment.
Part: Division:
11 4
Directors’ Service Contract L.N. 163 of 2013 03/03/2014
Section: 530 Interpretation L.N. 163 of 2013 03/03/2014
(1) In this Division— director (董事) includes a shadow director. (2) For the purposes of this Division, a body corporate is not to be regarded as a shadow director of any of its
subsidiaries by reason only that the directors, or a majority of the directors, of the subsidiary are accustomed to act in accordance with its directions or instructions.
Section: 531 Service contract L.N. 163 of 2013 03/03/2014
(1) In this Division, a reference to a service contract of a director of a company— (a) is a reference to a contract under which—
(i) the director undertakes personally to perform services, as director or otherwise, for the company or for a subsidiary of the company; or
(ii) services that the director undertakes personally to perform, as director or otherwise, are to be made available by a third party to the company or to a subsidiary of the company; and
(b) includes the terms of a person’s appointment as director of the company. (2) In this Division, a reference to a service contract of a director of a company is not restricted to a contract for the
performance of services outside the scope of a director’s ordinary duties as director.
Section: 532 Prescribed approval of members L.N. 163 of 2013 03/03/2014
(1) In this Division, a reference to the prescribed approval of the members of a company is a reference to an approval obtained by a resolution of those members— (a) that is passed before the company agrees to the provision; and (b) in respect of which the requirements specified in subsection (2) are met.
(2) The requirements specified for the purposes of subsection (1)(b) are— (a) that, in the case of a written resolution, a memorandum setting out the proposed service contract
(incorporating the provision in question) is sent to every member at or before the time at which the proposed resolution is sent to the member; or
(b) that, in the case of a resolution passed at a general meeting— (i) a memorandum setting out the proposed service contract (incorporating the provision in question) is
sent to every member together with the notice convening the meeting; and (ii) if the company is a public company, the resolution is passed after disregarding every vote in favour of
the resolution by a member specified in subsection (4). (3) Subject to any provision of the company’s articles, any accidental omission to send the memorandum to a
member is to be disregarded for the purpose of determining whether the requirement specified in subsection (2)(a) or (b)(i) has been met.
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(4) The member specified for the purposes of subsection (2)(b)(ii) is— (a) one who is the director with whom the service contract is proposed to be entered into; or (b) one who holds any shares in the company in trust for that director.
(5) Subsection (2)(b)(ii) does not prevent a member specified in subsection (4) from attending, being counted towards the quorum for, or taking part in the proceedings at, any meeting at which the decision is considered.
(6) For the purposes of subsection (1)(a), it is irrelevant whether the resolution is passed before, on or after the commencement date* of this Division.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 533 Preservation of effect of members’ unanimous consent L.N. 163 of 2013 03/03/2014
(1) If, under section 534(1), any provision must not be agreed to without the prescribed approval of a company’s members, that section does not prohibit the provision from being agreed to with the unanimous consent of those members given before it is agreed to.
(2) For the purposes of subsection (1), it is irrelevant whether the unanimous consent is given before, on or after the commencement date* of this Division.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 534 Company must not agree to director’s long-term employment
L.N. 163 of 2013 03/03/2014
(1) Without the prescribed approval of its members, a company must not agree to any provision under which the guaranteed term of the employment of a director of the company with the company exceeds or may exceed 3 years.
(2) In this section— employment(僱用) means any employment under a director’s service contract. (3) In this section, a reference to the guaranteed term of a director’s employment is—
(a) a reference to the period (if any) during which the employment— (i) is to continue, or may be continued, otherwise than at the instance of the company (whether under the
original contract or under a new contract entered into pursuant to it); and (ii) cannot be terminated by the company by notice, or can be so terminated only in specified
circumstances; (b) in the case of employment terminable by the company by notice, a reference to the period of notice required
to be given; or (c) in the case of employment having a period within paragraph (a) and a period within paragraph (b), a
reference to the aggregate of those periods. (4) For the purposes of this section, if, more than 6 months before the end of the guaranteed term of a director’s
employment, the company enters into a further service contract otherwise than pursuant to a right given, by or under the original contract, to the other party to it, the guaranteed term of the employment under the further contract is to be regarded as including the unexpired period of the guaranteed term of the employment under the original contract.
(5) For the purposes of subsection (4), it is irrelevant whether the original contract is entered into before, on or after the commencement date* of this Division.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 535 Civil consequences of contravention of section 534 L.N. 163 of 2013 03/03/2014
If a company agrees to a provision in contravention of section 534—
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(a) the provision is void to the extent of the contravention; and (b) the contract is to be regarded as containing a term entitling the company to terminate it at any time by
giving reasonable notice.
Part: Division:
11 5
Material Interests in Transaction, Arrangement or Contract
L.N. 163 of 2013 03/03/2014
Section: 536 Director must declare material interests L.N. 163 of 2013 03/03/2014
(1) If a director of a company is in any way, directly or indirectly, interested in a transaction, arrangement or contract, or a proposed transaction, arrangement or contract, with the company that is significant in relation to the company’s business, and the director’s interest is material, the director must declare the nature and extent of the director’s interest to the other directors in accordance with sections 537, 538 and 539.
(2) If an entity connected with a director of a public company is in any way, directly or indirectly, interested in a transaction, arrangement or contract, or a proposed transaction, arrangement or contract, with the company that is significant in relation to the company’s business, and the connected entity’s interest is material, the director must declare the nature and extent of the connected entity’s interest to the other directors in accordance with sections 537, 538 and 539.
(3) If a declaration made under subsection (1) or (2) proves to be, or becomes, inaccurate or incomplete, the director must make a further declaration in accordance with sections 537, 538 and 539.
(4) This section does not require a director to declare an interest— (a) if the director is not aware of the interest or the transaction, arrangement or contract in question; or (b) if, or to the extent that, the interest concerns the terms of the director’s service contract that have been or
are to be considered by— (i) a meeting of the directors; or (ii) a committee of the directors appointed for the purpose under the company’s articles.
(5) For the purposes of subsection (4)(a), a director is to be regarded as being aware of matters of which the director ought reasonably to be aware.
(6) This section does not affect the operation of any other Ordinance or rule of law restricting a director of a company from having any interest in a transaction, arrangement or contract with the company.
Section: 537 Declaration to directors: timing L.N. 163 of 2013 03/03/2014
(1) A declaration of interest under section 536 in a transaction, arrangement or contract that has been entered into must be made as soon as reasonably practicable.
(2) A declaration of interest under section 536 in a proposed transaction, arrangement or contract must be made before the company enters into the transaction, arrangement or contract.
(3) Failure to comply with subsection (1) or (2) does not affect the underlying duty to make the declaration.
Section: 538 Declaration to directors: procedures L.N. 163 of 2013 03/03/2014
(1) A declaration to directors under section 536 must be— (a) made at a directors’ meeting; (b) made by notice in writing and sent by the director to the other directors; or (c) made by general notice by the director.
(2) A notice for the purposes of subsection (1)(b)— (a) must be sent—
(i) in hard copy form; or (ii) if the recipient has agreed to receive it in electronic form, in the electronic form so agreed; and
(b) must be sent— (i) by hand or by post; or (ii) if the recipient has agreed to receive it by electronic means, by the electronic means so agreed.
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(3) If a declaration to directors under section 536 is made by notice in writing— (a) the making of the declaration is to be regarded as forming part of the proceedings at the next directors’
meeting after the notice is given; and (b) section 481 applies as if the declaration had been made at that meeting.
(4) A general notice by a director for the purposes of subsection (1)(c) is a notice to the effect that— (a) the director—
(i) has an interest (as member, officer, employee or otherwise) in a body corporate or firm specified in the notice; and
(ii) is to be regarded as interested in any transaction, arrangement or contract that may, after the effective date of the notice, be entered into with the specified body corporate or firm; or
(b) the director— (i) is connected with a person specified in the notice (other than a body corporate or firm); and (ii) is to be regarded as interested in any transaction, arrangement or contract that may, after the effective
date of the notice, be entered into with the specified person. (5) A general notice must state—
(a) the nature and extent of the director’s interest in the specified body corporate or firm; or (b) the nature of the director’s connection with the specified person.
(6) A general notice must be given— (a) at a directors’ meeting; or (b) in writing and sent to the company. Note— See also section 541 which requires a company receiving a general notice to send the general notice to other directors.
(7) A general notice given under subsection (6)(a) takes effect on the date of the directors’ meeting. (8) A general notice given under subsection (6)(b) takes effect on the twenty-first day after the day on which it is
sent to the company.
Section: 539 Declaration to directors in case of company with sole director
L.N. 163 of 2013 03/03/2014
(1) If a declaration to directors under section 536 is required of a sole director of a company that is required to have more than one director— (a) the declaration must be recorded in writing; (b) the making of the declaration is to be regarded as forming part of the proceedings at the next directors’
meeting after the notice is given; and (c) section 481 applies as if the declaration had been made at that meeting.
(2) This section does not affect the operation of section 545.
Section: 540 Application of Division to shadow director L.N. 163 of 2013 03/03/2014
(1) Subject to subsections (2), (3) and (4), the provisions of this Division relating to the duty of a director to declare an interest under section 536 apply to a shadow director in the same manner as they apply to a director.
(2) Section 538(1)(a) and (6) does not apply to a shadow director. (3) A general notice by a shadow director for the purposes of section 538(1)(c) is not effective unless it is given by
notice in writing and sent by the shadow director to the other directors. (4) A notice for the purposes of subsection (3)—
(a) must be sent— (i) in hard copy form; or (ii) if the recipient has agreed to receive it in electronic form, in the electronic form so agreed; and
(b) must be sent— (i) by hand or by post; or (ii) if the recipient has agreed to receive it by electronic means, by the electronic means so agreed.
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Section: 541 Companies must send general notices to other directors L.N. 163 of 2013 03/03/2014
(1) If a company receives a notice under section 538(6)(b) from a director, it must, within 15 days after the day on which it receives the notice, send a copy of the notice to other directors of the company.
(2) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 6.
Section: 542 Offence L.N. 163 of 2013 03/03/2014
(1) A director or shadow director who contravenes section 536(1), (2) or (3) commits an offence and is liable to a fine at level 6.
(2) If a person is charged with an offence under subsection (1) for contravening section 536(2), it is a defence to establish that the person took all reasonable steps to secure compliance with that section.
Part: Division:
11 6
Miscellaneous L.N. 163 of 2013 03/03/2014
Section: 543 Disclosure of management contract L.N. 163 of 2013 03/03/2014
(1) This section applies if— (a) a company enters into a contract by which a person undertakes the management and administration of the
whole or any substantial part of any business of the company; and (b) the contract is not a contract of service with any director of the company or any person engaged in the full-
time employment of the company. (2) The directors’ report for any year in which the contract is in force must include—
(a) a statement of the existence and duration of the contract; and (b) the name of every director and shadow director interested in the contract, and the nature and extent of the
interest. (3) The company must keep the following at its registered office or at a place prescribed by regulations made under
section 657— (a) a copy of the contract; (b) if such a contract is not in writing, a written memorandum setting out the terms of the contract.
(4) The company— (a) must retain the copy or memorandum for at least one year after the date of termination or expiry of the
contract; and (b) must keep the copy or memorandum available for inspection during that time.
(5) If the copy or memorandum is kept at a place other than the company’s registered office, the company must deliver to the Registrar for registration a notice, in the specified form, of the place, or any change in the place, at which the copy or memorandum is kept. The notice must be delivered to the Registrar within 15 days after the copy or memorandum is first kept at that place or within 15 days after the change (as the case may be).
(6) If subsection (3) or (4) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.
(7) If subsection (5) is contravened, 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.
(8) In this section— directors’ report (董事報告) means—
(a) the report required to be prepared under section 388(1); or (b) the consolidated report required to be prepared under section 388(2).
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Section: 544 Right of member to inspect and request copy L.N. 163 of 2013 03/03/2014
(1) A member of a company is entitled, on request made in the prescribed manner and without charge, to inspect, in accordance with regulations made under section 657, a copy of a contract or a written memorandum kept by the company under section 543.
(2) A member of the company is entitled, on request and on payment of a prescribed fee, to be provided with a copy of the contract or memorandum in accordance with regulations made under section 657.
(3) In this section, a reference to a contract includes a variation of the contract. (4) In this section— prescribed(訂明) means prescribed by regulations made under section 657.
Section: 545 Contract with sole member who is also director L.N. 163 of 2013 03/03/2014
(1) This section applies if— (a) a company having only one member enters into a contract with the member; (b) the member is also a director of the company; and (c) the contract is not entered into in the ordinary course of the company’s business.
(2) Unless the contract is in writing, the company must ensure that— (a) the terms of the contract are set out in a written memorandum within 15 days from the entering into of the
contract; and (b) the memorandum is kept at the place at which the books containing the minutes of the directors’ meetings
are kept. (3) If a company contravenes subsection (2), the company, and every responsible person of the company, commit an
offence, and each is liable to a fine at level 3. (4) A contravention of subsection (2) in relation to a contract does not affect the validity of the contract. (5) This section does not exclude the operation of any other Ordinance or rule of law applying to contracts between
a company and a director of the company. (6) In this section— director(董事) includes a shadow director. (7) For the purposes of this section, a body corporate is not to be regarded as a shadow director of any of its
subsidiaries by reason only that the directors, or a majority of the directors, of the subsidiary are accustomed to act in accordance with its directions or instructions.
Section: 546 Financial Secretary may amend certain sums or percentage figures
L.N. 163 of 2013 03/03/2014
(1) Subject to subsection (2), the Financial Secretary may, by notice published in the Gazette, amend any provision of Division 2 or 3— (a) by substituting for any sum of money specified in the provision a sum specified in the notice; or (b) by substituting for any percentage figure specified in the provision a percentage figure specified in the
notice. (2) A notice under this section may not be made to amend the amount of a fine. (3) A notice under this section does not have effect in relation to anything done or not done before the notice comes
into operation. (4) Proceedings in respect of any liability incurred before a notice under this section comes into operation may be
continued or instituted as if the notice had not been made.
Part: 12 Company Administration and Procedure L.N. 163 of 2013 03/03/2014
(*Format changes—E.R. 1 of 2013) ____________________________________________________________________________ Note: * The format of Part 12 has been updated to the current legislative styles.
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Part: Division:
12 1
Resolutions and Meetings L.N. 163 of 2013 03/03/2014
Part: Division: Subdivision:
12 1 1
Preliminary L.N. 163 of 2013 03/03/2014
Section: 547 Interpretation L.N. 163 of 2013 03/03/2014
(1) In this Division— circulation date (傳閱日期) , in relation to a written resolution or a proposed written resolution, means—
(a) the date on which copies of the resolution are sent to eligible members in accordance with section 553; or (b) if copies are sent to eligible members on different days, the first of those days;
electronic address (電子地址) means any sequence or combination of letters, characters, numbers or symbols of any language or, any number, used for the purposes of sending or receiving a document or information by electronic means.
(2) For the purposes of this Division— (a) in relation to a proposed written resolution, the eligible members are the members who would have been
entitled to vote on the resolution on the circulation date of the resolution; and (b) if the persons entitled to vote on the resolution change during the course of the day that is the circulation
date of the resolution, the eligible members are the persons entitled to vote on the resolution at the time that the first copy of the resolution is sent to a member for agreement.
(3) Nothing in this Division affects the operation of any other Ordinance or rule of law as to— (a) things done otherwise than by passing a resolution; (b) circumstances in which a resolution is or is not to be regarded as having been passed; or (c) cases in which a person is precluded from alleging that a resolution has not been duly passed.
Part: Division: Subdivision:
12 1 2
Written Resolution L.N. 163 of 2013 03/03/2014
Section: 548 Written resolution L.N. 163 of 2013 03/03/2014
(1) Anything that may be done by a resolution passed at a general meeting of a company may be done, without a meeting and without any previous notice being required, by a written resolution of the members of the company.
(2) Anything that may be done by a resolution passed at a meeting of a class of members of a company may be done, without a meeting and without any previous notice being required, by a written resolution of that class of members of the company.
(3) If a resolution is required by any Ordinance to be passed as an ordinary resolution or a special resolution, the resolution may be passed as a written resolution; and a reference in any Ordinance to an ordinary resolution or a special resolution includes a written resolution.
(4) A reference in any Ordinance to the date of passing of a resolution or the date of a meeting is, in relation to a written resolution, the date on which the written resolution is passed under section 556.
(5) A written resolution of a company has effect as if passed by— (a) the company at a general meeting; or (b) a meeting of the relevant class of members of the company, as the case may be, and a reference in any Ordinance to a meeting at which a resolution is passed or to members voting in favour of a resolution is to be construed accordingly.
(6) This section does not apply to—
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(a) a resolution removing an auditor before the end of the auditor’s term of office; or (b) a resolution removing a director before the end of the director’s term of office.
Section: 549 Power to propose written resolution L.N. 163 of 2013 03/03/2014
A resolution may be proposed as a written resolution by— (a) the directors of a company; or (b) a member of a company.
Section: 550 Company’s duty to circulate written resolution proposed by directors
L.N. 163 of 2013 03/03/2014
If the directors of a company have proposed a resolution as a written resolution under section 549(a), the company must circulate the resolution.
Section: 551 Members’ power to request circulation of written resolution
L.N. 163 of 2013 03/03/2014
(1) A member of a company may request the company to circulate a resolution that— (a) may properly be moved; and (b) is proposed as a written resolution under section 549(b).
(2) If a member requests a company to circulate a resolution, the member may request the company to circulate with the resolution a statement of not more than 1000 words on the subject matter of the resolution.
(3) However, each member may only request the company to circulate one such statement with respect to the resolution.
Section: 552 Company’s duty to circulate written resolution proposed by members
L.N. 163 of 2013 03/03/2014
(1) A company must circulate a resolution proposed as a written resolution under section 549(b) and any statement mentioned in section 551(2) if it has received requests that it do so from the members of the company representing not less than the requisite percentage of the total voting rights of all the members entitled to vote on the resolution.
(2) The requisite percentage mentioned in subsection (1) is 5% or a lower percentage specified for this purpose in the company’s articles.
(3) A request— (a) may be sent to the company in hard copy form or in electronic form; (b) must identify the resolution and any statement mentioned in section 551(2); and (c) must be authenticated by the person or persons making it.
Section: 553 Circulation of written resolution L.N. 163 of 2013 03/03/2014
(1) If a company is required under section 550 or 552 to circulate a resolution proposed as a written resolution, the company must send at its own expense to every eligible member and every other member (if any) who is not an eligible member— (a) a copy of the resolution; and (b) if so required under section 551(2), a copy of a statement mentioned in that section.
(2) The company may comply with subsection (1)— (a) by sending copies at the same time (so far as reasonably practicable) to all members in hard copy form or in
electronic form or by making the copies available on a website; (b) if it is possible to do so without undue delay, by sending the same copy to each member in turn (or different
copies to each of a number of members in turn); or (c) by sending copies to some members in accordance with paragraph (a) and sending a copy or copies to other
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members in accordance with paragraph (b). (3) The company must send the copies (or if copies are sent to members on different days, the first of those copies)
not more than 21 days after it becomes subject to the requirement under subsection (1) to send the copies. (4) If the company sends a copy of a proposed written resolution or statement by making it available on a website,
the copy is not validly sent for the purposes of this Subdivision unless the copy is available on the website throughout the period— (a) beginning on the circulation date; and (b) ending on the date on which the resolution lapses under section 558.
(5) For the purposes of subsection (4), a failure to make a copy of a proposed written resolution or statement available on a website throughout the period mentioned in that subsection is to be disregarded if— (a) the copy is made available on the website for part of that period; and (b) the failure is wholly attributable to circumstances that it would not be reasonable to have expected the
company to prevent or avoid. (6) The company must ensure that the copy of the proposed written resolution sent to an eligible member is
accompanied by guidance as to— (a) how to signify agreement to the resolution under section 556; and (b) the date by which the resolution must be passed if it is not to lapse under section 558.
(7) If a company contravenes subsection (1), (3) or (6), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5.
(8) The validity of the resolution, if passed, is not affected by a contravention of subsection (1), (3) or (6).
Section: 554 Application not to circulate accompanying statement L.N. 163 of 2013 03/03/2014
(1) A company is not required to circulate a statement mentioned in section 551(2) if, on an application by the company or another person who claims to be aggrieved, the Court is satisfied that the rights given by that section are— (a) being abused; or (b) being used to secure needless publicity for defamatory matter.
(2) The Court may order the members who requested the circulation of the statement to pay the whole or part of the company’s costs on an application under subsection (1), even if they are not parties to the application.
Section: 555 Company’s duty to notify auditor of proposed written resolution
L.N. 163 of 2013 03/03/2014
(1) If a company is required to send a resolution to a member of the company under section 553, it must, on or before the circulation date, send to the auditor of the company (if more than one auditor, to everyone of them)— (a) a copy of the resolution; and (b) a copy of any other document relating to the resolution that is required to be sent to a member of the
company under that section. (2) The copies may be sent to the auditor or auditors of the company in hard copy form or in electronic form. (3) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an
offence, and each is liable to a fine at level 3. (4) The validity of the resolution, if passed, is not affected by a contravention of subsection (1).
Section: 556 Procedure for signifying agreement to proposed written resolution
L.N. 163 of 2013 03/03/2014
(1) A written resolution is passed when all eligible members have signified their agreement to it. (2) A member signifies agreement to a proposed written resolution when the company receives from the member (or
from someone acting on the member’s behalf) a document— (a) identifying the resolution to which it relates; and (b) indicating the member’s agreement to the resolution.
(3) The document—
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(a) may be sent to the company in hard copy form or in electronic form; and (b) must be authenticated by the member or by someone acting on the member’s behalf.
(4) A member’s agreement to a written resolution, once signified, may not be revoked.
Section: 557 Agreement signified by eligible members who are joint holders of shares
L.N. 163 of 2013 03/03/2014
(1) If— (a) 2 or more eligible members are joint holders of shares of a company; (b) any holder has signified their agreement to a proposed written resolution; and (c) if the company has received, before the end of the period mentioned in section 558(1), any objection to the
proposed written resolution from any other holder, the holder who has signified the agreement is more senior than the holder who has made the objection,
then the other joint holder or holders are to be regarded as having signified their agreement to the proposed written resolution for the purposes of section 556(1).
(2) For the purposes of this section, the seniority of a holder of a share is determined by the order in which the names of the joint holders appear in the register of members of the company.
(3) Subsections (1) and (2) have effect subject to any provision of the company’s articles.
Section: 558 Period for agreeing to proposed written resolution L.N. 163 of 2013 03/03/2014
(1) A proposed written resolution lapses if it is not passed before the end of— (a) the period specified for this purpose in the company’s articles; or (b) if none is specified, the period of 28 days beginning on the circulation date.
(2) The agreement of a member to a proposed written resolution is ineffective if signified after the end of that period.
Section: 559 Company’s duty to notify members and auditor that written resolution has been passed
L.N. 163 of 2013 03/03/2014
(1) If a resolution of a company is passed as a written resolution, the company must, within 15 days after the resolution is passed, send a notice of this fact to— (a) every member of the company; and (b) the auditor of the company (if more than one auditor, to everyone of them).
(2) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.
Section: 560 Sending document relating to written resolution by electronic means
L.N. 163 of 2013 03/03/2014
If a company has given an electronic address in any document containing or accompanying a proposed written resolution, it is to be regarded as having agreed that any document or information relating to that resolution may be sent by electronic means to that address (subject to any conditions or limitations specified in the document).
Section: 561 Relationship between this Subdivision and provisions of company’s articles
L.N. 163 of 2013 03/03/2014
(1) A provision of a company’s articles is void in so far as it would have the effect that a resolution that is required by or otherwise provided for in an Ordinance could not be proposed and passed as a written resolution.
(2) Nothing in this Subdivision affects any provision of a company’s articles authorizing the company to pass a resolution without a meeting, otherwise than in accordance with this Subdivision.
(3) Subsection (2) applies only if the resolution has been agreed to by all the members of the company who are entitled to vote on the resolution.
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Part: Division: Subdivision:
12 1 3
Resolutions at Meetings L.N. 163 of 2013 03/03/2014
Section: 562 General provisions L.N. 163 of 2013 03/03/2014
(1) A resolution of a company is validly passed at a general meeting if— (a) notice of the meeting and of the resolution is given; (b) the meeting is held and conducted; and (c) the resolution is passed, in accordance with this Subdivision and Subdivisions 4, 5, 6, 7, 8 and 9 (and, if relevant, Subdivision 10) and the company’s articles.
(2) For the purposes of subsection (1), if there is any inconsistency between a provision of a Subdivision referred to in that subsection, and a provision of the company’s articles, unless otherwise provided in or in respect of that Subdivision, the provision of that Subdivision prevails over the provision of the articles to the extent of the inconsistency.
(3) If a provision of any Ordinance— (a) requires or otherwise provides for a resolution of a company, or of the members (or of a class of members)
of a company; and (b) does not specify what kind of resolution is required, what is required is an ordinary resolution unless the company’ s articles require a higher majority (or unanimity).
Section: 563 Ordinary resolution L.N. 163 of 2013 03/03/2014
(1) An ordinary resolution of the members (or of a class of members) of a company means a resolution that is passed by a simple majority.
(2) A resolution passed at a general meeting on a show of hands is passed by a simple majority if it is passed by a simple majority of the total of the following— (a) the number of the members who (being entitled to do so) vote in person on the resolution; (b) the number of the persons who vote on the resolution as duly appointed proxies of members entitled to vote
on it. (3) A resolution passed on a poll taken at a general meeting is passed by a simple majority if it is passed by
members representing a simple majority of the total voting rights of all the members who (being entitled to do so) vote in person or by proxy on the resolution.
(4) Anything that may be done by an ordinary resolution may also be done by a special resolution.
Section: 564 Special resolution L.N. 163 of 2013 03/03/2014
(1) A special resolution of the members (or of a class of members) of a company means a resolution that is passed by a majority of at least 75%.
(2) A resolution passed at a general meeting on a show of hands is passed by a majority of at least 75% if it is passed by at least 75% of the total of the following— (a) the number of the members who (being entitled to do so) vote in person on the resolution; (b) the number of the persons who vote on the resolution as duly appointed proxies of members entitled to vote
on it. (3) A resolution passed on a poll taken at a general meeting is passed by a majority of at least 75% if it is passed by
members representing at least 75% of the total voting rights of all the members who (being entitled to do so) vote in person or by proxy on the resolution.
(4) If a resolution is passed at a general meeting— (a) the resolution is not a special resolution unless the notice of the meeting included the text of the resolution
Cap 622 - Companies Ordinance 214
and specified the intention to propose the resolution as a special resolution; and (b) if the notice of the meeting so specified, the resolution may only be passed as a special resolution.
(5) A reference to an extraordinary resolution of a company or of a meeting of any class of members of a company — (a) contained in any Ordinance that was enacted or document that existed before 31 August 1984; and (b) deemed, in relation to a resolution passed or to be passed on or after that date, to be a special resolution of
the company or meeting under section 116(5) of the predecessor Ordinance, continues to be deemed to be such a special resolution of the company or meeting.
Part: Division: Subdivision:
12 1 4
Calling Meetings L.N. 163 of 2013 03/03/2014
Section: 565 Directors’ power to call general meeting L.N. 163 of 2013 03/03/2014
The directors of a company may call a general meeting of the company.
Section: 566 Members’ power to request directors to call general meeting
L.N. 163 of 2013 03/03/2014
(1) The members of a company may request the directors to call a general meeting of the company. (2) The directors are required to call a general meeting if the company has received requests to do so from members
of the company representing at least 5% of the total voting rights of all the members having a right to vote at general meetings.
(3) A request— (a) must state the general nature of the business to be dealt with at the meeting; and (b) may include the text of a resolution that may properly be moved and is intended to be moved at the meeting.
(4) Requests may consist of several documents in like form. (5) A request—
(a) may be sent to the company in hard copy form or in electronic form; and (b) must be authenticated by the person or persons making it.
Section: 567 Directors’ duty to call general meeting requested by members
L.N. 163 of 2013 03/03/2014
(1) Directors required under section 566 to call a general meeting must call a meeting within 21 days after the date on which they become subject to the requirement.
(2) A meeting called under subsection (1) must be held on a date not more than 28 days after the date of the notice convening the meeting.
(3) If the requests received by the company identify a resolution that may properly be moved and is intended to be moved at the meeting, the notice of the meeting must include notice of the resolution.
(4) The business that may be dealt with at the meeting includes a resolution of which notice has been included in the notice of meeting in accordance with subsection (3).
(5) If the resolution is to be proposed as a special resolution, the directors are to be regarded as not having duly called the meeting unless the notice of the meeting includes the text of the resolution and specifies the intention to propose the resolution as a special resolution.
Section: 568 Members’ power to call general meeting at company’s expense
L.N. 163 of 2013 03/03/2014
(1) If the directors— (a) are required under section 566 to call a general meeting; and (b) do not do so in accordance with section 567,
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the members who requested the meeting, or any of them representing more than one half of the total voting rights of all of them, may themselves call a general meeting.
(2) If the requests received by the company identify a resolution that may properly be moved and is intended to be moved at the meeting, the notice of the meeting must include notice of the resolution.
(3) The meeting must be called for a date not more than 3 months after the date on which the directors become subject to the requirement to call a meeting.
(4) The meeting must be called in the same manner, as nearly as possible, as that in which that meeting is required to be called by the directors of the company.
(5) The business that may be dealt with at the meeting includes a resolution of which notice has been included in the notice of meeting in accordance with subsection (2).
(6) Any reasonable expenses incurred by the members requesting the meeting by reason of the failure of the directors duly to call a meeting must be reimbursed by the company.
(7) Any sum so reimbursed must be retained by the company out of any sum due or to become due from the company by way of fees or other remuneration in respect of the services of the directors who were in default.
Section: 569 Members’ power to call general meeting when there is no director etc.
L.N. 163 of 2013 03/03/2014
(1) If at any time a company does not have any director or does not have sufficient directors capable of acting to form a quorum, any director, or any 2 or more members of the company representing at least 10% of the total voting rights of all the members having a right to vote at general meetings, may call a general meeting in the same manner, as nearly as possible, as that in which general meetings may be called by the directors of the company.
(2) Subsection (1) has effect in so far as the articles of the company do not make other provision in that behalf.
Section: 570 Power of Court to order meeting L.N. 163 of 2013 03/03/2014
(1) This section applies if for any reason it is impracticable— (a) to call a general meeting of a company in any manner in which general meetings of that company may be
called; or (b) to conduct the meeting in the manner prescribed by the company’s articles or this Ordinance.
(2) The Court may, either of its own motion or on application— (a) by a director of the company; or (b) by a member of the company who would be entitled to vote at the meeting, order a general meeting of the company to be called, held and conducted in any manner the Court thinks fit.
(3) If the order is made, the Court may give any ancillary or consequential directions that it thinks expedient. (4) Directions given under subsection (3) may include a direction that one member of the company present at the
meeting in person or by proxy is to be regarded as constituting a quorum. (5) A general meeting called, held and conducted in accordance with an order under subsection (2) is to be regarded
for all purposes as a general meeting of the company duly called, held and conducted. (6) The legal personal representative of a deceased member of a company is to be regarded in all respects, for the
purposes of this section, as a member of the company having the same rights with respect to attending and voting at a meeting of the company as the deceased member would, if living, have had.
Part: Division: Subdivision:
12 1 5
Notice of Meetings L.N. 163 of 2013 03/03/2014
Section: 571 Notice required of general meeting L.N. 163 of 2013 03/03/2014
(1) A general meeting of a company (other than an adjourned meeting) must be called by notice of— (a) in the case of an annual general meeting, at least 21 days; and (b) in any other case—
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(i) if the company is a limited company, at least 14 days; and (ii) if the company is an unlimited company, at least 7 days.
(2) If the company’s articles require a longer period of notice than that specified in subsection (1), a general meeting of a company (other than an adjourned meeting) must be called by notice of that longer period.
(3) A general meeting of a company is to be regarded, despite the fact that it is called by shorter notice than that specified in subsection (1) or in the company’s articles, as having been duly called if it is so agreed— (a) in the case of an annual general meeting, by all the members entitled to attend and vote at the meeting; and (b) in any other case, by a majority in number of the members having the right to attend and vote at the
meeting, being a majority together representing at least 95% of the total voting rights at the meeting of all the members.
Section: 572 Manner in which notice to be given L.N. 163 of 2013 03/03/2014
(1) Notice of a general meeting of a company must be given— (a) in hard copy form or in electronic form; or (b) by making the notice available on a website, or partly by one of those means and partly by another.
(2) If a company has given an electronic address in a notice calling a meeting, it is to be regarded as having agreed that any document or information relating to proceedings at the meeting may be sent by electronic means to that address (subject to any conditions or limitations specified in the notice).
Section: 573 Publication of notice of general meeting on website L.N. 163 of 2013 03/03/2014
(1) Without limiting Part 18, notice of a general meeting is not validly given by a company by making it available on a website unless it is given in accordance with this section.
(2) When the company notifies a member of the availability of the notice on the website, the notification must— (a) state that it concerns a notice of a company meeting; (b) specify the place, date and time of the meeting; and (c) in the case of an annual general meeting, state that it is an annual general meeting.
(3) The notice must be available on the website throughout the period beginning on the date of that notification and ending on the conclusion of the meeting.
Section: 574 Persons entitled to receive notice of general meeting L.N. 163 of 2013 03/03/2014
(1) Notice of a general meeting of a company must be given to— (a) every member of the company; and (b) every director.
(2) In subsection (1), the reference to a member includes any person who is entitled to a share in consequence of the death or bankruptcy of a member, if the company has been notified of that person’s entitlement.
(3) Subsections (1) and (2) have effect subject to any provision of the company’s articles. (4) In the case of a listed company, notice of a general meeting of the company must be given to every member not
entitled to vote at the meeting at the same time and in the same manner as notice of the meeting is given to members who are so entitled.
(5) A company is only required to comply with subsection (4) if the company is required to give notice of a general meeting of the company to members who are entitled to vote at the general meeting.
(6) Despite subsection (4), if a meeting is called at any time by shorter notice than that specified in section 571(1) or in the company’s articles, subsection (4) is to be regarded as having been complied with if the notice required to be given under that subsection is given as soon as practicable after that time.
Section: 575 Duty to give notice of general meeting to auditor L.N. 163 of 2013 03/03/2014
(1) If notice of a general meeting of a company or any other document relating to the general meeting is required to be given to a member, the company must give a copy of it to its auditor (if more than one auditor, to everyone of
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them) at the same time as the notice or the other document is given to the member. (2) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an
offence, and each is liable to a fine at level 3.
Section: 576 Contents of notice of general meeting L.N. 163 of 2013 03/03/2014
(1) A company must ensure that a notice of a general meeting of the company— (a) specifies the date and time of the meeting; (b) specifies the place of the meeting (and if the meeting is to be held in 2 or more places, the principal place of
the meeting and the other place or places of the meeting); (c) states the general nature of the business to be dealt with at the meeting; (d) in the case of a notice calling an annual general meeting, states that the meeting is an annual general
meeting; and (e) if a resolution is intended to be moved at the meeting—
(i) includes notice of the resolution; and (ii) (where the company is not a wholly owned subsidiary) includes or is accompanied by a statement
containing the information and explanation, if any, that is reasonably necessary to indicate the purpose of the resolution.
(2) Subsection (1)(a), (b) and (c) has effect subject to any provision of the company’s articles. (3) Subsection (1)(e) does not apply in relation to a resolution of which—
(a) notice has been included in the notice of meeting under section 567(3) or 568(2); or (b) notice has been given under section 615.
(4) If a company contravenes subsection (1)(e), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.
(5) The validity of a resolution, if passed at a general meeting of a company, is not affected by a contravention of subsection (1)(e).
(6) Subsection (5) does not affect any common law rules or equitable principles, or the provisions of any other Ordinance, as regards the validity of a resolution.
(7) In subsection (1)(e)— wholly owned subsidiary(全資附屬公司) has the meaning given by section 357(3).
Section: 577 Explanation of improving director’s emoluments to be set out in notice of general meeting
L.N. 163 of 2013 03/03/2014
(1) A company must not at a general meeting amend its articles so as to provide emoluments or improved emoluments for a director of the company in respect of the office as director unless— (a) there is set out in the notice calling the meeting or in a document attached to the notice an adequate
explanation of the provision; and (b) the provision is approved by a resolution not relating also to other matters.
(2) In this section— emoluments(薪酬) includes—
(a) fees and percentages; (b) any sums paid by way of expenses allowance; (c) any contribution paid in respect of the director under any pension scheme; and (d) any benefits received by the director otherwise than in cash in respect of the director’s services as director.
Section: 578 Resolution requiring special notice L.N. 163 of 2013 03/03/2014
(1) If by any provision of this Ordinance special notice is required to be given of a resolution, the resolution is not effective unless notice of the intention to move it has been given to the company at least 28 days before the meeting at which it is moved.
(2) The company must, if practicable, give its members notice of the resolution at the same time and in the same manner as it gives notice of the meeting.
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(3) If that is not practicable, the company must give its members notice of the resolution at least 14 days before the meeting— (a) by advertisement in a newspaper circulating generally in Hong Kong; or (b) in any other manner allowed by the company’s articles.
(4) If, after notice of the intention to move the resolution has been given to the company, a meeting is called for a date 28 days or less after the notice has been given, the notice is to be regarded as having been properly given, though not given within the time required.
Section: 579 Accidental omission to give notice of meeting or resolution L.N. 163 of 2013 03/03/2014
(1) If a company gives notice of— (a) a general meeting; or (b) a resolution intended to be moved at a general meeting, any accidental omission to give notice to, or any non-receipt of notice by, any person entitled to receive notice must be disregarded for the purpose of determining whether notice of the meeting or resolution is duly given.
(2) Except in relation to notice given under section 567, 568 or 616, subsection (1) has effect subject to any provision of the company’s articles.
Part: Division: Subdivision:
12 1 6
Members’ Statements L.N. 163 of 2013 03/03/2014
Section: 580 Members’ power to request circulation of statement L.N. 163 of 2013 03/03/2014
(1) A member of a company may request the company to circulate, to members of the company entitled to receive notice of a general meeting, a statement of not more than 1000 words with respect to— (a) a matter mentioned in a proposed resolution to be dealt with at that meeting; or (b) other business to be dealt with at that meeting.
(2) However, each member may only request the company to circulate— (a) one such statement with respect to the resolution mentioned in subsection (1)(a); and (b) one such statement with respect to the other business mentioned in subsection (1)(b).
(3) A company is required to circulate the statement if it has received requests to do so from— (a) members representing at least 2.5% of the total voting rights of all the members who have a relevant right to
vote; or (b) at least 50 members who have a relevant right to vote.
(4) In subsection (3)— relevant right to vote(相關表決權利) means—
(a) in relation to a statement with respect to a matter mentioned in a proposed resolution, a right to vote on that resolution at the meeting to which the requests relate; and
(b) in relation to any other statement, a right to vote at the meeting to which the requests relate. (5) A request under subsection (3)—
(a) may be sent to the company in hard copy form or in electronic form; (b) must identify the statement to be circulated; (c) must be authenticated by the person or persons making it; and (d) must be received by the company at least 7 days before the meeting to which it relates.
Section: 581 Company’s duty to circulate members’ statement L.N. 163 of 2013 03/03/2014
(1) A company that is required under section 580 to circulate a statement must send a copy of it to each member of the company entitled to receive notice of the meeting— (a) in the same manner as the notice of the meeting; and (b) at the same time as, or as soon as reasonably practicable after, it gives notice of the meeting.
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(2) Subsection (1) has effect subject to sections 582(2) and 583. (3) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an
offence, and each is liable to a fine at level 5.
Section: 582 Expenses of circulating members’ statement L.N. 163 of 2013 03/03/2014
(1) The expenses of the company in complying with section 581 need not be paid by the members who requested the circulation of the statement if— (a) the meeting to which the requests relate is an annual general meeting of the company; and (b) requests sufficient to require the company to circulate the statement are received in time to enable the
company to send a copy of the statement at the same time as it gives notice of the meeting. (2) Otherwise—
(a) the expenses of the company in complying with section 581 must be paid by the members who requested the circulation of the statement unless the company resolves otherwise; and
(b) unless the company has previously so resolved, it is not bound to comply with that section unless there is deposited with or tendered to it, not later than 7 days before the meeting, a sum reasonably sufficient to meet its expenses in doing so.
Section: 583 Application not to circulate members’ statement L.N. 163 of 2013 03/03/2014
(1) A company is not required to circulate a statement under section 581 if, on an application by the company or another person who claims to be aggrieved, the Court is satisfied that the rights given by section 580 are— (a) being abused; or (b) being used to secure needless publicity for defamatory matter.
(2) The Court may order the members who requested the circulation of the statement to pay the whole or part of the company’s costs on an application under subsection (1), even if they are not parties to the application.
Part: Division: Subdivision:
12 1 7
Procedure at Meetings L.N. 163 of 2013 03/03/2014
Section: 584 Meeting at 2 or more places L.N. 163 of 2013 03/03/2014
(1) A company may hold a general meeting at 2 or more places using any technology that enables the members of the company who are not together at the same place to listen, speak and vote at the meeting.
(2) Subsection (1) has effect subject to any provision of the company’s articles.
Section: 585 Quorum at meeting L.N. 163 of 2013 03/03/2014
(1) If a company has only one member, that member present in person or by proxy is a quorum of a general meeting of the company.
(2) If that member of the company is a body corporate, that member present by its corporate representative is also a quorum of a general meeting of the company.
(3) Subject to subsection (1) and the provisions of a company’s articles, 2 members present in person or by proxy is a quorum of a general meeting of the company.
(4) If a member of the company is a body corporate, that member present by its corporate representative counts towards a quorum of a general meeting of the company.
(5) In this section— corporate representative(法團代表) means a person authorized under section 606 to act as the representative of the
body corporate.
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Section: 586 Chairperson of meeting L.N. 163 of 2013 03/03/2014
(1) A member may be elected to be the chairperson of a general meeting by a resolution of the company passed at the meeting.
(2) Subsection (1) is subject to any provision of the company’s articles that states who may or who may not be chairperson.
Section: 587 Resolution passed at adjourned meeting L.N. 163 of 2013 03/03/2014
If a resolution is passed at an adjourned meeting of a company, the resolution is for all purposes to be regarded as having been passed on the date on which it was in fact passed, and is not to be regarded as having been passed on any earlier date.
Part: Division: Subdivision:
12 1 8
Voting at Meetings L.N. 163 of 2013 03/03/2014
Section: 588 General rules on votes L.N. 163 of 2013 03/03/2014
(1) On a vote on a resolution on a show of hands at a general meeting— (a) every member present in person has one vote; and (b) every proxy present who has been duly appointed by a member entitled to vote on the resolution has one
vote. (2) If a member appoints more than one proxy, the proxies so appointed are not entitled to vote on the resolution on
a show of hands. (3) On a vote on a resolution on a poll taken at a general meeting—
(a) in the case of a company having a share capital— (i) every member present in person has one vote for each share held by him or her; and (ii) every proxy present who has been duly appointed by a member has one vote for each share held by
that member; and (b) in the case of a company not having a share capital—
(i) every member present in person has one vote; and (ii) every proxy present who has been duly appointed by a member entitled to vote on the resolution has
one vote. (4) Subsections (1), (2) and (3) have effect subject to any provision of the company’s articles. (5) If any shares in a company are held in trust for the company, those shares do not, for so long as they are so held,
confer any right to vote at a general meeting of the company.
Section: 589 Votes of joint holders of shares L.N. 163 of 2013 03/03/2014
(1) In the case of joint holders of shares of a company, only the vote of the most senior holder who votes (and any proxies duly authorized by the holder) may be counted by the company.
(2) For the purposes of this section, the seniority of a holder of a share is determined by the order in which the names of the joint holders appear in the register of members of the company.
(3) Subsections (1) and (2) have effect subject to any provision of the company’s articles.
Section: 590 Declaration by chairperson on show of hands L.N. 163 of 2013 03/03/2014
(1) On a vote on a resolution on a show of hands at a general meeting, a declaration by the chairperson that the resolution— (a) has or has not been passed; or (b) passed by a particular majority,
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is conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
(2) An entry in respect of the declaration in minutes of the meeting recorded in accordance with section 618 is also conclusive evidence of that fact without the proof.
(3) This section does not have effect if a poll is demanded in respect of the resolution before or on the declaration under subsection (1) (and the demand is not subsequently withdrawn).
Section: 591 Right to demand poll L.N. 163 of 2013 03/03/2014
(1) A provision of a company’s articles is void in so far as it would have the effect of excluding the right to demand a poll at a general meeting on any question other than— (a) the election of the chairperson of the meeting; or (b) the adjournment of the meeting.
(2) A provision of a company’s articles is void in so far as it would have the effect of making ineffective a demand for a poll at a general meeting on any question other than those specified in subsection (1)(a) and (b), which is made— (a) by at least 5 members having the right to vote at the meeting; (b) by a member or members representing at least 5% of the total voting rights of all the members having the
right to vote at the meeting; or (c) by the chairperson of the meeting.
(3) The appointment of a proxy to vote on a matter at a general meeting of a company authorizes the proxy to demand, or join in demanding, a poll on that matter.
(4) In applying subsection (2), a demand by a proxy counts— (a) for the purposes of subsection (2)(a), as a demand by the member; and (b) for the purposes of subsection (2)(b), as a demand by a member representing the voting rights that the proxy
is authorized to exercise.
Section: 592 Chairperson’s duty to demand poll L.N. 163 of 2013 03/03/2014
If, before or on the declaration of the result on a show of hands at a general meeting, the chairperson of the meeting knows from the proxies received by the company that the result on a show of hands will be different from that on a poll, the chairperson must demand a poll.
Section: 593 Voting on poll L.N. 163 of 2013 03/03/2014
On a poll taken at a general meeting of a company, a member entitled to more than one vote need not, if the member votes—
(a) use all the votes; or (b) cast all the votes the member uses in the same way.
Section: 594 Company’s duty to record result of poll in minutes of general meeting
L.N. 163 of 2013 03/03/2014
(1) In respect of a resolution decided on a poll taken at a general meeting of a company, the company must record in the minutes of proceedings of the general meeting— (a) the result of the poll; (b) the total number of votes that could be cast on the resolution; (c) the number of votes in favour of the resolution; and (d) the number of votes against the resolution.
(2) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.
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Section: 595 Saving for provisions of articles as to determination of entitlement to vote
L.N. 163 of 2013 03/03/2014
Nothing in this Subdivision affects— (a) any provision of a company’s articles—
(i) requiring an objection to a person’s entitlement to vote on a resolution to be made in accordance with the articles; and
(ii) for the determination of the objection to be final and conclusive; or (b) the grounds on which such a determination may be questioned in legal proceedings.
Part: Division: Subdivision:
12 1 9
Proxies and Corporate Representatives L.N. 163 of 2013 03/03/2014
Section: 596 Right to appoint proxy L.N. 163 of 2013 03/03/2014
(1) Subject to subsection (2), a member of a company is entitled to appoint another person (whether a member or not) as a proxy to exercise all or any of the member’s rights to attend and to speak and vote at a general meeting of the company.
(2) In the case of a company limited by guarantee, the company’s articles may require that a proxy must be a member of the company and if the company’s articles so require, a member of the company may only appoint another member as a proxy.
(3) In the case of a company having a share capital, a member of the company may appoint separate proxies to represent respectively the number of the shares held by the member that is specified in their instruments of appointment.
Section: 597 Notice of meeting to contain statement of rights etc. L.N. 163 of 2013 03/03/2014
(1) A company must ensure that in a notice calling a general meeting of the company, there must appear, with reasonable prominence, a statement informing the member of— (a) the rights under section 596(1) and (3); and (b) the requirement under section 596(2).
(2) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.
(3) A contravention of subsection (1) does not affect the validity of the meeting or of anything done at the meeting.
Section: 598 Notice required of appointment of proxy etc. L.N. 163 of 2013 03/03/2014
(1) This section applies to— (a) the appointment of a proxy; and (b) any document necessary to show the validity of, or otherwise relating to, the appointment of a proxy.
(2) A provision of the company’s articles is void in so far as it would have the effect of requiring the appointment or document to be received by the company or another person earlier than the following time— (a) in the case of a general meeting or adjourned general meeting, 48 hours before the time for holding the
meeting or adjourned meeting; (b) in the case of a poll taken more than 48 hours after it was demanded, 24 hours before the time appointed for
the taking of the poll. (3) In calculating the periods mentioned in subsection (2), no account is to be taken of any part of a day that is a
public holiday.
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Section: 599 Sending documents relating to proxies in electronic form L.N. 163 of 2013 03/03/2014
(1) If a company has given an electronic address in— (a) an instrument of proxy issued by the company in relation to a general meeting; or (b) an invitation to appoint a proxy issued by the company in relation to the meeting, it is to be regarded as having agreed that any document or information relating to proxies for that meeting may be sent by electronic means to that address (subject to any conditions or limitations specified in the instrument or invitation).
(2) In subsection (1), documents relating to proxies include— (a) the appointment of a proxy in relation to a general meeting; (b) any document necessary to show the validity of, or otherwise relating to, the appointment of a proxy; and (c) notice of the termination of the authority of a proxy.
Section: 600 Company-sponsored invitations to appoint proxies L.N. 163 of 2013 03/03/2014
(1) A company must not, for the purposes of a general meeting of the company, issue at its expense invitations to members to appoint as proxy a specified person or a number of specified persons unless the invitations are issued to all members entitled to be sent a notice of the meeting and to vote at the meeting by proxy.
(2) Subsection (1) is not contravened if— (a) there is issued to a member at that member’s request a form of appointment naming the proxy or a list of
persons willing to act as proxy; and (b) the form or list is available on request to all members entitled to vote at the meeting by proxy.
(3) If a company contravenes subsection (1), every responsible person of the company, commits an offence, and each is liable to a fine at level 3.
Section: 601 Requirement as to instrument of proxy issued by company L.N. 163 of 2013 03/03/2014
(1) This section applies to an instrument of proxy issued to a member of a company by the company for use by the member for appointing a proxy to attend and vote at a general meeting of the company.
(2) The instrument of proxy must be such as to enable the member, according to the member’s intention, to instruct the proxy to vote in favour of or against (or, in default of instructions, to exercise the proxy’s discretion in respect of) each resolution dealing with any business to be transacted at the meeting.
Section: 602 Chairing meeting by proxy L.N. 163 of 2013 03/03/2014
(1) A proxy may be elected to be the chairperson of a general meeting by a resolution of the company passed at the meeting.
(2) Subsection (1) is subject to any provision of the company’s articles that states who may or who may not be chairperson.
Section: 603 Company-sponsored proxy’s duty to vote in the way specified in appointment of proxy
L.N. 163 of 2013 03/03/2014
(1) This section applies to a person who is named by a company as a proxy, whether the nomination is made in— (a) an instrument of proxy issued by the company in relation to a general meeting; or (b) an invitation to appoint a proxy issued by the company in relation to the meeting.
(2) If the person has been duly appointed as a proxy by a member entitled to vote at the meeting, that person must, subject to section 588— (a) vote as a proxy—
(i) on a show of hands; or (ii) on a poll; and
(b) vote in the way specified (if any) by the member in the appointment of proxy. (3) If the person has been duly appointed as a proxy by 2 or more members entitled to vote at the meeting and the
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members specify different ways to vote in their appointment of proxy, the proxy— (a) must, subject to section 588(2), vote on a show of hands in the way specified by the member or members
representing a simple majority of the total voting rights that the proxy is authorized to exercise at the meeting; and
(b) if there is no majority, must not vote on a show of hands. (4) A person who knowingly and wilfully contravenes subsection (2) or (3) commits an offence and is liable to a
fine at level 3.
Section: 604 Notice required of termination of proxy’s authority L.N. 163 of 2013 03/03/2014
(1) This section applies to a notice that the authority of a person to act as proxy is terminated (notice of termination).
(2) The termination of the authority of a person to act as proxy does not affect— (a) whether there is a quorum at a general meeting (irrespective of whether the proxy has been counted in
deciding the question); (b) the validity of anything the person does as chairperson of a general meeting; or (c) the validity of a poll demanded by the person at a general meeting, unless the company receives notice of the termination before the commencement of the meeting.
(3) The termination of the authority of a person to act as proxy does not affect the validity of a vote given by that person unless the company receives notice of the termination— (a) before the commencement of the meeting or adjourned meeting at which the vote is given; or (b) in the case of a poll taken more than 48 hours after it is demanded, before the time appointed for the taking
of the poll. (4) If the company’s articles require or permit members to give notice of termination to a person other than the
company, the references in subsections (2) and (3) to the company receiving notice have effect as if they were— (a) references to that person; or (b) references to the company or that person, as the case requires.
(5) Subsections (2) and (3) have effect subject to any provision of the company’s articles that has the effect of requiring notice of termination to be received by the company or another person at a time earlier than that specified in those subsections.
(6) Subsection (5) is subject to subsection (7). (7) A provision of the company’s articles is void in so far as it would have the effect of requiring notice of
termination to be received by the company or another person earlier than the following time— (a) in the case of a general meeting or adjourned general meeting, 48 hours before the time for holding the
meeting or adjourned meeting; (b) in the case of a poll taken more than 48 hours after it was demanded, 24 hours before the time appointed for
the taking of the poll. (8) In calculating the periods mentioned in subsections (3)(b) and (7), no account is to be taken of any part of a day
that is a public holiday.
Section: 605 Effect of member’s voting in person on proxy’s authority L.N. 163 of 2013 03/03/2014
(1) A proxy’s authority in relation to a resolution is to be regarded as revoked if the member who has appointed the proxy— (a) attends in person the general meeting at which the resolution is to be decided; and (b) exercises, in relation to that resolution—
(i) the voting right attached to the shares in respect of which the proxy is appointed; or (ii) if the company does not have a share capital, the voting right the member is entitled to exercise.
(2) A member who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid appointment of a proxy has been delivered to the company by or on behalf of that member.
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Section: 606 Representation of body corporate at meetings L.N. 163 of 2013 03/03/2014
(1) A body corporate may by resolution of its directors or other governing body— (a) if it is a member of a company, authorize any person it thinks fit to act as its representative at any meeting
of the company; and (b) if it is a creditor (including a holder of debentures) of a company, authorize any person it thinks fit to act as
its representative at any meeting of any creditors of the company held under the provisions of— (i) this Ordinance; or (ii) any debenture or trust deed or other instrument.
(2) A person authorized under subsection (1) is entitled to exercise the same powers on behalf of the body corporate as that body corporate could exercise if it were an individual member, creditor, or holder of debentures, of the company.
Section: 607 Representation of recognized clearing house at meetings L.N. 163 of 2013 03/03/2014
(1) A recognized clearing house within the meaning of section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap 571) may, if it or its nominee is a member of a company, authorize any person or persons it thinks fit to act as its representative or representatives, at any meeting of the company.
(2) If more than one person is authorized under subsection (1), the authorization must specify the number and class of shares in respect of which each person is so authorized.
(3) A person authorized under subsection (1) is entitled to exercise the same powers on behalf of the recognized clearing house (or its nominee) as that clearing house (or its nominee) could exercise if it were an individual member of the company.
Section: 608 Saving for more extensive rights given by articles L.N. 163 of 2013 03/03/2014
Nothing in this Subdivision prevents a company’s articles from giving more extensive rights to members or proxies than are given by this Subdivision.
Part: Division: Subdivision:
12 1 10
Annual General Meetings L.N. 163 of 2013 03/03/2014
Section: 609 Interpretation L.N. 163 of 2013 03/03/2014
In this Subdivision— accounting reference period (會計參照期) has the meaning given by section 368.
Section: 610 Requirement to hold annual general meeting L.N. 163 of 2013 03/03/2014
(1) Subject to subsections (2) and (3), a company must, in respect of each financial year of the company, hold a general meeting as its annual general meeting within the following period (in addition to any other meetings held during the period)— (a) in the case of a private company or a company limited by guarantee, 9 months after the end of its
accounting reference period by reference to which the financial year is to be determined; and (b) in the case of any other company, 6 months after the end of its accounting reference period by reference to
which the financial year is to be determined. (2) If the accounting reference period mentioned in subsection (1) is the first accounting reference period of the
company and is longer than 12 months, the company must hold a general meeting as its annual general meeting within the following period— (a) in the case of a private company or a company limited by guarantee—
(i) 9 months after the anniversary of the company’s incorporation; or
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(ii) 3 months after the end of that accounting reference period, whichever is the later; and
(b) in the case of any other company— (i) 6 months after the anniversary of the company’s incorporation; or (ii) 3 months after the end of that accounting reference period, whichever is the later.
(3) If a company has by a directors’ resolution under section 371 or a notice delivered to the Registrar under that section, shortened an accounting reference period, the company must hold a general meeting as its annual general meeting within the following period— (a) in the case of a private company or a company limited by guarantee—
(i) 9 months after the end of the shortened accounting reference period; or (ii) 3 months after the date of the directors’ resolution, whichever is the later; and
(b) in the case of any other company— (i) 6 months after the end of the shortened accounting reference period; or (ii) 3 months after the date of the directors’ resolution, whichever is the later.
(4) A private company mentioned in subsections (1), (2) and (3) does not include a private company that is, at any time during the financial year, a subsidiary of a public company.
(5) If for any reason the Court thinks fit to do so, it may, on an application made before the end of the period otherwise allowed for holding an annual general meeting in respect of a financial year of a company, by order extend that period by a further period specified in the order.
(6) If the period otherwise allowed for holding an annual general meeting in respect of a financial year of a company has been extended under subsection (5), the company must hold a general meeting as its annual general meeting within the period as so extended.
(7) If a company contravenes subsection (1), (2), (3) or (6), the Court may, on application by any member of the company— (a) call, or direct the calling of, a general meeting of the company; and (b) give any ancillary or consequential directions that the Court thinks expedient, including—
(i) a direction modifying or supplementing, in relation to the calling, holding and conducting of the meeting, the operation of the company’s articles; and
(ii) a direction that one member of the company present in person or by proxy is to be regarded as constituting a meeting.
(8) Subject to any directions of the Court, a general meeting held under subsection (7) is to be regarded as an annual general meeting of the company in respect of the financial year in respect of which the company has failed to hold an annual general meeting in accordance with this section.
(9) If a company contravenes subsection (1), (2), (3) or (6), or contravenes a direction given under subsection (7), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5.
Section: 611 Exemption of dormant company from requirement to hold annual general meeting
L.N. 163 of 2013 03/03/2014
(1) Section 610 does not apply to a company that is a dormant company under section 5(1). (2) If such a company enters into an accounting transaction, subsection (1) ceases to have effect on and after the
date of the accounting transaction.
Section: 612 Circumstances in which company not required to hold annual general meeting
L.N. 163 of 2013 03/03/2014
(1) A company is not required to hold an annual general meeting in accordance with section 610 if— (a) everything that is required or intended to be done at the meeting (by resolution or otherwise) is done by a
written resolution; and
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(b) a copy of each document that under this Ordinance would otherwise be required to be laid before the company at the meeting or otherwise produced at the meeting is provided to each member, on or before the circulation date of the written resolution.
(2) A company is also not required to hold an annual general meeting in accordance with section 610 if— (a) the company has only one member; or (b) all of the following are satisfied—
(i) the company has by resolution passed in accordance with section 613(1) dispensed with the holding of the annual general meeting;
(ii) the company has not revoked the resolution under section 614(1), or the company has revoked the resolution under that section but is not required to hold an annual general meeting under section 614(2)(b);
(iii) no member of the company has required the holding of the annual general meeting under section 613(5).
Section: 613 Dispensation with annual general meeting L.N. 163 of 2013 03/03/2014
(1) A company may, by resolution passed in accordance with subsection (3), dispense with the holding of annual general meetings in accordance with section 610.
(2) A resolution mentioned in subsection (1) may be passed by a written resolution or at a general meeting. (3) Despite any other provision of this Ordinance, a resolution mentioned in subsection (1) is only to be regarded as
passed if it has been passed by all members of the company who— (a) are entitled to vote on the resolution on the date of the resolution; or (b) in the case of a written resolution, are entitled to vote on the resolution on the circulation date of the
resolution. (4) A resolution under subsection (1)—
(a) is not to have effect for the financial year in respect of which the period specified in section 610 for holding an annual general meeting of the company has expired; and
(b) does not affect any liability already incurred by reason of default in holding an annual general meeting. (5) If an annual general meeting would be required to be held in respect of a financial year but for this section, and
the meeting has not been held, any member of the company may, by notice to the company not later than 3 months before the end of the period within which the company would be required to hold an annual general meeting in respect of that financial year but for this section, require the holding of an annual general meeting in respect of that financial year.
(6) A notice mentioned in subsection (5) must be given in hard copy form or in electronic form. (7) If a notice mentioned in subsection (5) is given, section 610 applies in respect of the financial year to which the
notice relates.
Section: 614 Revocation of resolution dispensing with annual general meeting
L.N. 163 of 2013 03/03/2014
(1) A company may revoke a resolution mentioned in section 613(1) by passing an ordinary resolution to that effect. (2) If a resolution mentioned in section 613(1) is revoked or otherwise ceases to have effect, the company—
(a) is required to hold an annual general meeting in accordance with section 610; but (b) is not required to hold an annual general meeting in respect of a financial year that, but for this paragraph,
would be required to be held within 3 months after the resolution ceases to have effect. (3) Subsection (2) does not affect any obligation of the company to hold an annual general meeting in respect of a
financial year in accordance with a notice given under section 613(5).
Section: 615 Members’ power to request circulation of resolution for annual general meeting
L.N. 163 of 2013 03/03/2014
(1) If a company is required to hold an annual general meeting under section 610, the members of the company may request the company to give, to members of the company entitled to receive notice of the annual general meeting, notice of a resolution that may properly be moved and is intended to be moved at that meeting.
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(2) A company must give notice of a resolution if it has received requests that it do so from— (a) the members of the company representing at least 2.5% of the total voting rights of all the members who
have a right to vote on the resolution at the annual general meeting to which the requests relate; or (b) at least 50 members who have a right to vote on the resolution at the annual general meeting to which the
requests relate. (3) A request—
(a) may be sent to the company in hard copy form or in electronic form; (b) must identify the resolution of which notice is to be given; (c) must be authenticated by the person or persons making it; and (d) must be received by the company not later than—
(i) 6 weeks before the annual general meeting to which the requests relate; or (ii) if later, the time at which notice is given of that meeting.
Section: 616 Company’s duty to circulate resolution for annual general meeting
L.N. 163 of 2013 03/03/2014
(1) A company that is required under section 615 to give notice of a resolution must send a copy of it at the company’s own expense to each member of the company entitled to receive notice of the annual general meeting— (a) in the same manner as the notice of the meeting; and (b) at the same time as, or as soon as reasonably practicable after, it gives notice of the meeting.
(2) The business that may be dealt with at an annual general meeting includes a resolution of which notice is given in accordance with subsection (1).
(3) For the purposes of subsection (2), notice is to be regarded as having been given in accordance with subsection (1) despite the accidental omission to give notice to one or more members.
(4) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5.
Part: Division: Subdivision:
12 1 11
Records of Resolutions and Meetings L.N. 163 of 2013 03/03/2014
Section: 617 Written record where company has only one member L.N. 163 of 2013 03/03/2014
(1) This section applies if a company has only one member and that member takes any decision that— (a) may be taken by the company at a general meeting; and (b) has effect as if agreed by the company at a general meeting.
(2) The member must, unless the decision is taken by way of a written resolution, provide the company with a written record of that decision within 7 days after the decision is made.
(3) A person who contravenes subsection (2) commits an offence and is liable to a fine at level 3. (4) A contravention of subsection (2) does not affect the validity of any decision mentioned in that subsection.
Section: 618 Records of resolutions and meetings, etc. L.N. 163 of 2013 03/03/2014
(1) A company must keep records comprising— (a) copies of all resolutions of members passed otherwise than at general meetings; (b) minutes of all proceedings of general meetings; and (c) all written records provided to the company in accordance with section 116BC(1) of the predecessor
Ordinance or section 617(2). (2) A company must keep the copy, minutes or written record under subsection (1) for at least 10 years from the
date of the resolution, meeting or decision, as the case may be. (3) If a company contravenes subsection (1) or (2), the company, and every responsible person of the company,
commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine
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of $1000 for each day during which the offence continues.
Section: 619 Place where records must be kept L.N. 163 of 2013 03/03/2014
(1) A company must keep the records mentioned in section 618 at— (a) the company’s registered office; or (b) a prescribed place.
(2) A company must notify the Registrar of the place at which the records mentioned in section 618 are kept. The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the records are first kept at that place.
(3) A company must notify the Registrar of any change (other than a change of the address of the company’s registered office) in the place at which the records mentioned in section 618 are kept. The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the change.
(4) Subsection (2) does not require a company to notify the Registrar of the place at which the records mentioned in section 618 are kept— (a) if, in the case of records that came into existence on or after the commencement date* of this section, they
have at all times been kept at the company’s registered office; or (b) if—
(i) immediately before that commencement date*, the company kept the records for the purposes of section 119A of the predecessor Ordinance; and
(ii) on and after that commencement date*, the records are kept for the purposes of section 618 at the place at which they were kept immediately before that commencement date*.
(5) If a company contravenes subsection (1), (2) or (3), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1000 for each day during which the offence continues.
(6) In this section— prescribed(訂明) means prescribed by regulations made under section 657. ___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 620 Right to inspect and request copy L.N. 163 of 2013 03/03/2014
(1) A member of a company is entitled, on request made in the prescribed manner and without charge, to inspect, in accordance with regulations made under section 657, the records kept by the company under section 618.
(2) A member of the company is entitled, on request and on payment of a prescribed fee, to be provided with a copy of any of those records in accordance with regulations made under section 657.
(3) In this section— prescribed(訂明) means prescribed by regulations made under section 657.
Section: 621 Records as evidence of resolutions etc. L.N. 163 of 2013 03/03/2014
(1) If the record of a resolution of members passed otherwise than at a general meeting is kept under section 618(1)(a) and purports to be signed by a director of the company or company secretary of the company, then— (a) the record is evidence of the passing of the resolution; and (b) until the contrary is proved, the requirements of this Ordinance with respect to those proceedings are to be
regarded as having been complied with. (2) The minutes of proceedings of a general meeting, if purporting to be signed by the chairperson of that meeting or
by the chairperson of the next general meeting, are evidence of the proceedings. (3) If the record of the minutes of proceedings of a general meeting of a company is kept under section 618(1)(b),
then, until the contrary is proved— (a) the meeting is to be regarded as having been duly held and convened; (b) all proceedings at the meeting are to be regarded as having duly taken place; and
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(c) all appointments made at the meeting are to be regarded as valid. (4) If a company has only one member and that member provides the company with a written record of a decision in
accordance with section 617(2), the record is sufficient evidence of the decision having been taken by the member.
Section: 622 Registration of and requirements relating to certain resolutions, etc.
L.N. 163 of 2013 03/03/2014
(1) This section applies to— (a) a special resolution, other than a special resolution to change the name of a company passed under section
107 or 770; (b) a resolution agreed to by all the members of a company that, if not so agreed to, would not have been
effective for its purpose unless passed as a special resolution; (c) a resolution or agreement agreed to by all the members of a class that, if not so agreed to, would not have
been effective for its purpose unless passed by some particular majority or otherwise in some particular manner;
(d) a resolution or agreement that effectively binds all the members of a class though not agreed to by all those members;
(e) an agreement made for the purposes of section 359(1)(b)(iii); (f) a resolution passed for the purposes of section 360(1)(a), (2)(a)(i), (2)(b)(i) or (2)(c)(i); (g) a resolution passed under section 613; (h) a resolution requiring a company to be wound up voluntarily, passed under section 228(1)(a) of the
Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32); (i) a resolution varying any matter or provision in the articles of a company that is expressly authorized by the
articles to be varied by ordinary resolution; (j) an order of the Court (which alters a company’s articles) a copy of which is required to be delivered to the
Registrar under section 96; and (k) an order of the Court which alters a resolution or an agreement referred to in paragraph (a), (b), (c), (d), (e),
(f), (g), (h) or (i). (2) The company must deliver a copy of the order under subsection (1)(k), resolution or agreement to the Registrar
for registration within 15 days after it is made or passed. (3) The company must ensure that a copy of the resolution, agreement or order of the Court that is for the time being
in force is included in or annexed to every copy of the articles issued, as the case may be— (a) after the passing of the resolution; or (b) after the making of the agreement or the order of the Court.
(4) Subsection (3) does not apply to an existing company whose articles have not been registered under this Ordinance or any former Companies Ordinance.
(5) If the company is an existing company whose articles have not been registered under this Ordinance or any former Companies Ordinance, the company must send a copy of the resolution, agreement or order of the Court that is for the time being in force to any member at that member’s request, without charge.
(6) If the resolution or agreement is not in writing, a reference to a copy of the resolution or agreement in subsections (2), (3) and (5) is to be construed as a written memorandum setting out the terms of the resolution or agreement.
(7) If a company contravenes subsection (2), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.
(8) If a company contravenes subsection (3) or (5), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.
(9) For the purposes of subsections (7) and (8), a liquidator or provisional liquidator of the company is to be regarded as an officer of the company.
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Part: Division: Subdivision:
12 1 12
Application to Class Meetings L.N. 163 of 2013 03/03/2014
Section: 623 Application to class meetings of companies with share capital
L.N. 163 of 2013 03/03/2014
(1) Subject to subsections (2) and (3), this Division (except Subdivision 10) applies, with necessary modifications, in relation to a meeting of holders of shares in a class of a company’s shares as it applies in relation to a general meeting.
(2) Sections 566, 567, 568, 570 and 575 do not apply in relation to a meeting of holders of shares in a class of a company’s shares.
(3) In addition to those sections mentioned in subsection (2), sections 585 and 591 do not apply in relation to a meeting in connection with the variation of the rights attached to shares in a class (variation of class rights meeting).
(4) The quorum for a variation of class rights meeting is— (a) in the case of a meeting other than an adjourned meeting, 2 persons present in person or by proxy together
holding at least one-third of the total voting rights of holders of shares in the class; and (b) in the case of an adjourned meeting, one person present in person or by proxy holding any shares in the
class. (5) For the purposes of subsection (4), if a person is present by proxy, that person is to be regarded as holding only
the shares in respect of which the proxy is authorized to exercise voting rights. (6) At a variation of class rights meeting, any holder of shares in the class who is present in person or by proxy may
demand a poll. (7) For the purposes of this section—
(a) any amendment of a provision in a company’s articles for the variation of the rights attached to shares in a class, or the insertion of such a provision into the articles, is itself to be regarded as a variation of those rights; and
(b) a reference to the variation of the rights attached to mshares in a class includes the abrogation of those rights.
Section: 624 Application to class meetings of companies without share capital
L.N. 163 of 2013 03/03/2014
(1) Subject to subsections (2) and (3), this Division (except Subdivision 10) applies, with necessary modifications, in relation to a meeting of a class of members of a company without a share capital as it applies in relation to a general meeting.
(2) Sections 566, 567, 568, 570 and 575 do not apply in relation to a meeting of a class of members. (3) In addition to those sections mentioned in subsection (2), sections 585 and 591 do not apply in relation to a
meeting in connection with the variation of the rights of a class of members (variation of class rights meeting). (4) The quorum for a variation of class rights meeting is—
(a) in the case of a meeting other than an adjourned meeting, 2 members of the class present in person or by proxy together representing at least one-third of the total voting rights of members of the class; and
(b) in the case of an adjourned meeting, one member of the class present (in person or by proxy). (5) At a variation of class rights meeting, any member present in person or by proxy may demand a poll. (6) For the purposes of this section—
(a) any amendment of a provision in a company’s articles for the variation of the rights of a class of members, or the insertion of such a provision into the articles, is itself to be regarded as a variation of those rights; and
(b) a reference to the variation of the rights of a class of members includes the abrogation of those rights.
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Part: Division:
12 2
Registers L.N. 163 of 2013 03/03/2014
Part: Division: Subdivision:
12 2 1
Preliminary L.N. 163 of 2013 03/03/2014
Section: 625 Interpretation L.N. 163 of 2013 03/03/2014
In this Division— prescribed (訂明) means prescribed by regulations made under section 657.
Part: Division: Subdivision:
12 2 2
Register of Members L.N. 163 of 2013 03/03/2014
Section: 626 Interpretation L.N. 163 of 2013 03/03/2014
In this Subdivision— branch register (登記支冊) means, except in section 640, a branch register of members kept under section 636.
Section: 627 Register of members L.N. 163 of 2013 03/03/2014
(1) A company must keep in the English or Chinese language a register of members. (2) A company must enter in the register of members—
(a) the names and addresses of its members; (b) the date on which each person is entered in the register as a member; and (c) the date on which any person ceases to be a member.
(3) In the case of a company having a share capital, the company must enter in the register of members, with the names and addresses of the members, a statement of— (a) the shares held by each member, distinguishing each share by its number so long as the share has a number;
and (b) the amount paid or agreed to be considered as paid on the shares of each member.
(4) A company must enter in the register of members the particulars required under subsections (2) and (3) within 2 months after the company has received notice of the particulars concerned.
(5) In the case of a person mentioned in subsection (2)(c), all entries in the register relating to that person on the date on which the person ceased to be a member may be destroyed after the end of a period of 10 years from that date.
(6) A company must retain a copy of any details that were included in the register of members immediately before the commencement date* of subsection (5) until 10 years after the member concerned ceased to be a member.
(7) If a company contravenes subsection (1), (4) or (6), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 628 Place where register must be kept L.N. 163 of 2013 03/03/2014
(1) A company must keep its register of members at—
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(a) the company’s registered office; or (b) a prescribed place.
(2) A company must notify the Registrar of the place at which the register of members is kept. The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the register is first kept at that place.
(3) A company must notify the Registrar of any change (other than a change of the address of the company’s registered office) in the place at which the register of members is kept. The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the change.
(4) Subsection (2) does not require a company to notify the Registrar of the place at which the register of members is kept— (a) if, in the case of a register that came into existence on or after the commencement date* of this section, it
has at all times been kept at the company’s registered office; or (b) if—
(i) immediately before that commencement date*, the company kept a register for the purposes of section 95 of the predecessor Ordinance; and
(ii) on and after that commencement date*, that register is kept as a register of members for the purposes of section 627 at the place at which it was kept immediately before that commencement date*.
(5) If a company contravenes subsection (1), (2) or (3), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 629 Statement that company has only one member L.N. 163 of 2013 03/03/2014
(1) If, after a person ceases to be a member of a company, the number of members of the company falls to one, the company must, within 15 days after the date on which the cessation is entered in its register of members under section 627(2)(c), enter in the register— (a) a statement that it has only one member; and (b) the date on which it became a company having only one member.
(2) If the membership of a company increases from one to 2 or more members, the company must, within 15 days after the date on which the particulars of the new member are entered in its register of members under section 627(2), enter in the register— (a) a statement that it has ceased to have only one member; and (b) the date on which that event occurred.
(3) If a company contravenes subsection (1) or (2), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Section: 630 Index of members L.N. 163 of 2013 03/03/2014
(1) A company having more than 50 members must keep an index of the names of the members of the company, unless its register of members is in a form that constitutes in itself an index.
(2) The company must make any necessary alteration in the index within 15 days after the date on which any alteration is made in its register of members.
(3) The company must ensure that the index contains, in respect of each member, a sufficient indication to enable the account of that member in the register to be readily found.
(4) The company must keep the index at the same place as its register of members at all times. (5) If a company contravenes subsection (1), (2), (3) or (4), the company, and every responsible person of the
company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
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Section: 631 Right to inspect and request copy L.N. 163 of 2013 03/03/2014
(1) A member of a company is entitled, on request made in the prescribed manner and without charge, to inspect the register of members of the company, and the index of members’ names, in accordance with regulations made under section 657.
(2) Any other person is entitled, on request made in the prescribed manner and on payment of a prescribed fee, to inspect the register and index in accordance with regulations made under section 657.
(3) A person is entitled, on request and on payment of a prescribed fee, to be provided with a copy of the register or index, or any part of it, in accordance with regulations made under section 657.
Section: 632 Power to close register of members L.N. 163 of 2013 03/03/2014
(1) A company may, on giving notice in accordance with subsection (2), close its register of members, or the part of it relating to members holding shares of any class, for any period or periods not exceeding in the whole 30 days in each year.
(2) A notice for the purposes of subsection (1)— (a) if the company is a listed company, must be given—
(i) in accordance with the listing rules applicable to the stock market; or (ii) by advertisement in a newspaper circulating generally in Hong Kong; and
(b) in the case of any other company, must be given by advertisement in a newspaper circulating generally in Hong Kong.
(3) The period of 30 days mentioned in subsection (1) may be extended in respect of any year by a resolution of the company’s members passed in that year.
(4) The period of 30 days mentioned in subsection (1) must not be extended for a further period or periods exceeding 30 days in the whole in any year.
(5) A company must, on demand, provide any person seeking to inspect a register or part of a register that is closed under this section with a certificate signed by the company secretary of the company stating the period for which, and by whose authority, it is closed.
(6) If a company contravenes subsection (5), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.
Section: 633 Power of Court to rectify register L.N. 163 of 2013 03/03/2014
(1) If— (a) the name of any person is, without sufficient cause, entered in or omitted from the register of members of a
company; or (b) default is made or unnecessary delay takes place in entering in the register the fact of any person having
ceased to be a member, a person aggrieved, or any member of the company, or the company, may apply to the Court for rectification of the register.
(2) If an application is made under subsection (1), the Court may— (a) refuse the application; or (b) subject to section 167, order rectification of the register and payment by the company of any damages
sustained by any party aggrieved. (3) Subject to section 167, on an application under subsection (1), the Court—
(a) may decide any question relating to the title of any person who is a party to the application to have the person’s name entered in or omitted from the register, whether the question arises— (i) between members or alleged members; or (ii) between members or alleged members on the one hand and the company on the other hand; and
(b) generally may decide any question necessary or expedient to be decided for rectification of the register. (4) In the case of a company required by this Ordinance to deliver particulars relating to its members to the
Registrar for registration, the Court, when making an order for rectification of the register, must by its order direct notice of the rectification to be given to the Registrar.
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Section: 634 Trusts not to be entered in register L.N. 163 of 2013 03/03/2014
No notice of any trust (whether expressed, implied or constructive) may be— (a) entered in the register of members of a company; or (b) receivable by the Registrar.
Section: 635 Register to be proof in the absence of contrary evidence L.N. 163 of 2013 03/03/2014
In the absence of evidence to the contrary, the register of members is proof of any matters that are by this Ordinance required or authorized to be inserted in it.
Section: 636 Branch register of members L.N. 163 of 2013 03/03/2014
(1) A company having a share capital may keep in a place outside Hong Kong a branch register of its members resident there if it is authorized to do so by its articles.
(2) A company that begins to keep a branch register must deliver to the Registrar for registration a notice in the specified form within 15 days after doing so, stating the address where the branch register is kept.
(3) A company that keeps a branch register must deliver to the Registrar for registration a notice in the specified form of any change in the address where the branch register is kept, within 15 days after the change.
(4) If a company contravenes subsection (2) or (3), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Section: 637 Keeping of branch register L.N. 163 of 2013 03/03/2014
(1) A branch register must be kept in the same manner in which the company’s register of members (the principal register) is by this Ordinance required to be kept.
(2) A company that keeps a branch register may close it in the same manner in which the principal register may be closed under section 632 except that the advertisement mentioned in that section must be inserted in a newspaper circulating generally in the place in which the branch register is kept.
(3) A company that keeps a branch register— (a) must cause a duplicate of it to be kept at the place at which the company’s principal register is kept; and (b) must, within 15 days after an entry is made in the branch register—
(i) transmit a copy of the entry to its registered office; and (ii) update the duplicate of the branch register.
(4) A duplicate of a branch register is to be regarded for all the purposes of this Ordinance as part of the principal register.
(5) Subject to the provisions of this Ordinance, a company may by its articles make any provision that it thinks fit respecting the keeping of branch registers.
(6) If a company contravenes subsection (3), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Section: 638 Transactions in shares registered in branch register L.N. 163 of 2013 03/03/2014
(1) The shares registered in a branch register of a company must be distinguished from those registered in the company’s register of members.
(2) No transaction with respect to any shares registered in a branch register may, during the continuance of that registration, be registered in any other register.
Section: 639 Discontinuance of branch register L.N. 163 of 2013 03/03/2014
(1) A company may discontinue a branch register.
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(2) If a company discontinues a branch register, all the entries in that register must be transferred to— (a) some other branch register kept in the same place outside Hong Kong by the company; or (b) the company’s register of members.
(3) If a company discontinues a branch register, it must within 15 days after the discontinuance deliver to the Registrar for registration a notice in the specified form informing the Registrar of— (a) the discontinuance; and (b) the register to which all the entries have been transferred.
(4) If a company contravenes subsection (3), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Section: 640 Provisions as to branch registers of non-Hong Kong companies kept in Hong Kong
L.N. 163 of 2013 03/03/2014
If under the law in force in any place outside Hong Kong, companies incorporated under that law have power to keep in Hong Kong branch registers of their members resident in Hong Kong, the Financial Secretary may by order direct that—
(a) those branch registers must be kept at a place in Hong Kong as specified in the order; (b) sections 631 and 633, subject to any modifications and adaptations specified in the order, apply to and in
relation to those branch registers kept in Hong Kong as they apply to and in relation to the registers of members.
Part: Division: Subdivision:
12 2 3
Register of Directors L.N. 163 of 2013 03/03/2014
Section: 641 Register of directors L.N. 163 of 2013 03/03/2014
(1) A company must keep in the English or Chinese language a register of directors. (2) Subject to section 56(5), (6)(a) and (7)(a), a company must enter in the register of directors the required
particulars specified in section 643 of each person who is a director or reserve director (if any) of the company. (3) A company must keep the register of directors at—
(a) the company’s registered office; or (b) a prescribed place.
(4) A company must notify the Registrar of the place at which the register of directors is kept. The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the register is first kept at that place.
(5) A company must notify the Registrar of any change (other than a change of the address of the company’s registered office) in the place at which the register of directors is kept. The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the change.
(6) Subsection (4) does not require a company to notify the Registrar of the place at which the register of directors is kept— (a) if, in the case of a register that came into existence on or after the commencement date* of this section, it
has at all times been kept at the company’s registered office; or (b) if—
(i) immediately before that commencement date*, the company kept a register for the purposes of section 158 of the predecessor Ordinance; and
(ii) on and after that commencement date*, that register, in so far as it relates to the directors or reserve directors of the company, is kept as a register of directors for the purposes of subsection (1) at the place at which it was kept immediately before that commencement date*.
(7) If a company contravenes subsection (1), (2), (3), (4) or (5), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a
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further fine of $700 for each day during which the offence continues. ___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 642 Right to inspect and request copy L.N. 163 of 2013 03/03/2014
(1) A member of a company is entitled, on request made in the prescribed manner and without charge, to inspect the register of directors of the company in accordance with regulations made under section 657.
(2) Any other person is entitled, on request made in the prescribed manner and on payment of the prescribed fee, to inspect the register in accordance with regulations made under section 657.
(3) A person is entitled, on request and on payment of a prescribed fee, to be provided with a copy of the register, or any part of it, in accordance with regulations made under section 657.
Section: 643 Particulars of directors to be registered L.N. 163 of 2013 03/03/2014
Remarks: Subsections (1)(a)(ii), (2)(b) and (3)(b) in so far as it relates to a correspondence address and (5) are not yet in operation.
(1) If a company is a private company (other than one that is a member of a group of companies of which a listed company is a member), its register of directors must contain the following particulars with respect to each director— (a) if the director is a natural person—
(i) the present forename and surname, former forename or surname (if any), and aliases (if any); (ii) the usual residential address and a correspondence address; and (iii) the number of the identity card or, if the director does not have an identity card, the number and
issuing country of any passport held by the director; and (b) if the director is a body corporate, the corporate name and the address of its registered or principal office.
(2) If a company is a public company, a company limited by guarantee, or a private company that is a member of a group of companies of which a listed company is a member, its register of directors must contain the following particulars with respect to each director— (a) the present forename and surname, former forename or surname (if any), and aliases (if any); (b) the usual residential address and a correspondence address; and (c) the number of the identity card or, if the director does not have an identity card, the number and issuing
country of any passport held by the director. (3) If a company is a private company having only one member and that member is the sole director of the
company, its register of directors must contain the following particulars with respect to the reserve director of the company (if any)— (a) the present forename and surname, former forename or surname (if any), and aliases (if any); (b) the usual residential address and a correspondence address; and (c) the number of the identity card or, if the director does not have an identity card, the number and issuing
country of any passport held by the director. (4) In this section— forename(名字) includes a Christian or given name; residential address(住址)—
(a) does not include an address at a hotel unless the person to whom it relates is stated, for the purposes of this section, to have no other permanent address; and
(b) does not include a post office box number; surname(姓氏), for a person usually known by a title different from the person’s surname, means that title. (5) For the purposes of subsections (1)(a)(ii), (2)(b) and (3)(b), a correspondence address must not be a post office
box number. (6) In this section, a reference to a former forename or surname does not include—
(a) in relation to a person—
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(i) a forename or surname that was changed or ceased to be used before the person attained the age of 18 years; and
(ii) a forename or surname that has been changed or ceased to be used for a period of at least 20 years; (b) in relation to a person usually known by a title different from the person’s surname, the name by which
the person was known before the adoption of or succession to the title; and (c) in relation to a married woman, a name or surname by which she was known before her marriage.
(7) The Financial Secretary may, by notice published in the Gazette, amend subsection (1), (2), (3), (4), (5) or (6).
Section: 644 Protection of certain particulars from inspection
Remarks: Not yet in operation
(1) Despite section 642(1), (2) and (3), a company may withhold the following particulars contained in its register of directors from a person who inspects the register or requests for a copy of it or any part of it— (a) an address contained in the register as the usual residential address of a director or reserve director; and (b) the number of the identity card or passport of a director or reserve director.
(2) A company may only exercise the power under subsection (1) in the prescribed manner and to the prescribed extent.
Section: 645 Duty to notify Registrar of appointment and change L.N. 163 of 2013 03/03/2014
Remarks: Section 645(5) is not yet in operation.
(1) If a person is appointed as director of a company otherwise than under section 453(3) or (4) or section 454(2) or (3), the company must, within 15 days after the appointment, deliver to the Registrar for registration a notice in the specified form containing— (a) the director’s particulars specified in its register of directors; (b) a statement that the person has accepted the appointment; and (c) if the person is a natural person, a statement that he or she has attained the age of 18 years.
(2) The company must, within 15 days after the nomination of a person as a reserve director of the company, deliver to the Registrar for registration a notice in the specified form containing all the particulars with respect to that person that are required to be contained in its register of directors.
(3) If a person is nominated as a reserve director of a private company, the company must, within 15 days after the nomination, deliver to the Registrar for registration a statement in the specified form that the person has accepted the nomination and has attained the age of 18 years.
(4) If a person ceases to be a director or reserve director of a company or there is any change in the particulars contained in the register of directors of a company, the company must, within 15 days after the cessation or change, deliver to the Registrar for registration a notice in the specified form containing— (a) the particulars of cessation or change and the date on which it occurred; and (b) other matters that are specified in the form.
(5) If the company is not allowed under section 56(7)(b) to state in a notice under subsection (4) that a director’s correspondence address is changed to an address other than the address specified in subparagraph (i) or (ii) of that section, subsection (4) does not apply in relation to that change.
(6) If a company contravenes subsection (1), (2), (3) or (4), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Section: 646 Duty of director to make disclosure L.N. 163 of 2013 03/03/2014
(1) A director of a company must give notice to the company of matters relating to the director that are required for the purposes of sections 643 and 645.
(2) A reserve director of a company must give notice to the company of matters relating to the reserve director that
Cap 622 - Companies Ordinance 239
are required for the purposes of sections 643 and 645. (3) A person who contravenes subsection (1) or (2) commits an offence and is liable to a fine at level 4.
Section: 647 Registrar to keep an index of directors L.N. 163 of 2013 03/03/2014
Remarks: Section 647(4) and (5) is not yet in operation.
(1) The Registrar must keep an index of every person who is a director of a company or a reserve director of a private company.
(2) The particulars contained in the index must, in respect of each director or reserve director, include— (a) the name and address of the director or reserve director; (b) the latest particulars sent to the Registrar in respect of the director or reserve director; and (c) the name of each company of which the director or reserve director can be identified as a director or reserve
director. (3) The index kept under this section must be open for inspection by any person on payment of a prescribed fee. (4) Despite subsection (3), the following particulars contained in the index must not be open for inspection under
that subsection— (a) the usual residential address of the director or reserve director; and (b) the full number of the identity card or passport of the director or reserve director.
(5) Subsection (4) does not affect the inclusion in the index of a correspondence address of the director or reserve director, nor does it affect the inspection of the correspondence address under subsection (3), even if the correspondence address is the same as the usual residential address of the director or reserve director.
Part: Division: Subdivision:
12 2 4
Register of Company Secretaries L.N. 163 of 2013 03/03/2014
Section: 648 Register of company secretaries L.N. 163 of 2013 03/03/2014
(1) A company must keep in the English or Chinese language a register of company secretaries. (2) A company must enter in the register of company secretaries the required particulars specified in section 650 of
a person who is, or persons who are the company secretary or joint company secretaries of the company. (3) A company must keep the register of company secretaries at—
(a) the company’s registered office; or (b) a prescribed place.
(4) A company must notify the Registrar of the place at which the register of company secretaries is kept. The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the register is first kept at that place.
(5) A company must notify the Registrar of any change (other than a change of the address of the company’s registered office) in the place at which the register of company secretaries is kept. The notice must be in the specified form and delivered to the Registrar for registration within 15 days after the change.
(6) Subsection (4) does not require a company to notify the Registrar of the place at which the register of company secretaries is kept— (a) if, in the case of a register that came into existence on or after the commencement date* of this section, it
has at all times been kept at the company’s registered office; or (b) if—
(i) immediately before that commencement date*, the company kept a register for the purposes of section 158 of the predecessor Ordinance; and
(ii) on and after that commencement date*, that register, in so far as it relates to the company secretary or joint company secretaries of the company, is kept as a register of company secretaries for the purposes of subsection (1) at the place at which it was kept immediately before that commencement date*.
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(7) If a company contravenes subsection (1), (2), (3), (4) or (5), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 649 Right to inspect and request copy L.N. 163 of 2013 03/03/2014
(1) A member of a company is entitled, on request made in the prescribed manner and without charge, to inspect the register of company secretaries of the company in accordance with regulations made under section 657.
(2) Any other person is entitled, on request made in the prescribed manner and on payment of the prescribed fee, to inspect the register in accordance with regulations made under section 657.
(3) A person is entitled, on request and on payment of a prescribed fee, to be provided with a copy of the register, or any part of it, in accordance with regulations made under section 657.
Section: 650 Particulars of company secretaries to be registered L.N. 163 of 2013 03/03/2014
(1) The register of company secretaries of a company must contain the following particulars with respect to the company secretary or, if there are joint company secretaries, with respect to each of them— (a) if the company secretary is a natural person—
(i) the present forename and surname, former forename or surname (if any), and aliases (if any); (ii) the correspondence address; and (iii) the number of the identity card or, if the company secretary does not have an identity card, the number
and issuing country of any passport held by the company secretary; and (b) if the company secretary is a body corporate, the corporate name and the address of its registered or
principal office. (2) If all the partners in a firm are joint company secretaries of a company, the name and principal office of the firm
may be stated instead of the particulars mentioned in subsection (1)(a) or (b). (3) In this section— forename(名字) includes a Christian or given name; surname(姓氏), for a person usually known by a title different from the person’s surname, means that title. (4) For the purposes of subsection (1)(a)(ii), a correspondence address must be a place in Hong Kong and must not
be a post office box number. (5) In this section, a reference to a former forename or surname does not include—
(a) in relation to a person— (i) a forename or surname that was changed or ceased to be used before the person attained the age of 18
years; and (ii) a forename or surname that has been changed or ceased to be used for a period of at least 20 years;
(b) in relation to a person usually known by a title different from the person’s surname, the name by which the person was known before the adoption of or succession to the title; and
(c) in relation to a married woman, a name or surname by which she was known before her marriage. (6) The Financial Secretary may, by notice published in the Gazette, amend subsection (1), (2), (3), (4) or (5).
Section: 651 Protection of identification number from inspection
Remarks: Not yet in operation
(1) Despite section 649(1), (2) and (3), a company may withhold the number of the identity card or passport of a company secretary contained in its register of company secretaries from a person who inspects the register or requests for a copy of it or any part of it.
(2) A company may only exercise the power under subsection (1) in the prescribed manner and to the prescribed extent.
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Section: 652 Duty to notify Registrar of appointment and change L.N. 163 of 2013 03/03/2014
(1) If a person or persons are appointed as company secretary or joint company secretaries of a company otherwise than under section 474(2) or (3), the company must, within 15 days after the appointment, deliver to the Registrar for registration a notice in the specified form containing the company secretary’s or joint company secretaries’ particulars specified in its register of company secretaries.
(2) If a person ceases to be a company secretary of the company or there is any change in the particulars contained in the register of company secretaries of a company, the company must, within 15 days after the cessation or change, deliver to the Registrar for registration a notice in the specified form containing— (a) the particulars of the cessation or change and the date on which it occurred; and (b) any other particulars that are specified in the form.
(3) If a company contravenes subsection (1) or (2), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
Section: 653 Duty of company secretary to make disclosure L.N. 163 of 2013 03/03/2014
(1) A company secretary of a company must give notice to the company of matters relating to the company secretary that are required for the purposes of sections 650 and 652.
(2) A person who contravenes subsection (1) commits an offence and is liable to a fine at level 4.
Part: Division:
12 3
Company Records L.N. 163 of 2013 03/03/2014
Section: 654 Meaning of company records L.N. 163 of 2013 03/03/2014
In this Division— company records(公司紀錄 ) means any register, index, agreement, memorandum, minutes or other document
required by this Ordinance to be kept by a company, but does not include accounting records.
Section: 655 Form of company records L.N. 163 of 2013 03/03/2014
(1) A company must adequately record for future reference the information required to be contained in any company records.
(2) Subject to subsection (1), company records may be— (a) kept in hard copy form or in electronic form; and (b) arranged in the manner that the directors of the company think fit.
(3) If the records are kept in electronic form, the company must ensure that they are capable of being reproduced in hard copy form.
(4) If any company records required by this Ordinance to be kept by a company are kept by the company by recording the information in question in electronic form, any duty imposed on the company under this Ordinance to allow inspection of the company records is to be regarded as a duty to allow inspection of— (a) a reproduction of the recording, or the relevant part of the recording, in hard copy form; or (b) if requested by the person inspecting the recording, the recording, or the relevant part of the recording, by
electronic means. (5) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an
offence, and each is liable to a fine at level 3 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 company contravenes subsection (3), the company, and every responsible person of the company, commit an
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offence, and each is liable to a fine at level 3. (7) In this section— in electronic form(電子形式) means in the form of an electronic record; in hard copy form(印本形式) means in a paper form or similar form capable of being read.
Section: 656 Duty to take precautions against falsification L.N. 163 of 2013 03/03/2014
(1) If company records are kept otherwise than by making entries in a bound book, a company— (a) must take adequate precautions to guard against falsification; and (b) must take adequate steps to facilitate the discovery of the falsification.
(2) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.
Section: 657 Regulations about keeping and inspection of company records and provision of copies
L.N. 163 of 2013 03/03/2014
Remarks: Section 657(2)(g) is not yet in operation.
(1) The Financial Secretary may make regulations to— (a) provide for the obligations of a company that is required by any provision of this Ordinance—
(i) to keep any company records; (ii) to make available for inspection any company records; or (iii) to provide copies of any company records or trust deeds;
(b) prescribe the fees payable in respect of company records or trust deeds; and (c) prescribe any other thing that is required or permitted to be prescribed under this Ordinance in respect of
company records or trust deeds. (2) The regulations may—
(a) prescribe places other than a company’s registered office at which company records are required to be kept;
(b) prescribe the manner in which a request for inspection is to be made; (c) require a company to inform a person of the most recent date on which alterations were made to a register
or an index; (d) make provision as to the time, duration and manner of inspection, including the circumstances in which and
the extent to which the copying of information is permitted in the course of inspection; (e) define what may be required of a company as regards the nature, extent and manner of extracting or
presenting any information for the purposes of inspection or the provision of copies; (f) make provision as to the time within which a copy of company records, or a copy of a trust deed, must be
provided; and (g) prescribe the manner in which and the extent to which a company may exercise the power under section
644 or 651. (3) Regulations made under subsection (2)(a) may, in relation to a provision of this Ordinance requiring a company
to keep any company records— (a) prescribe a place—
(i) by reference to the company’s principal place of business or the place at which the company keeps any other records; or
(ii) in any other way; (b) provide that that provision is not complied with by keeping company records at a place prescribed in the
regulations unless conditions prescribed in the regulations are met; and (c) prescribe more than one place in relation to that provision.
(4) Regulations made under subsection (1), (2) or (3) may provide that— (a) if a company contravenes any of the regulations made under subsection (1), (2) or (3), an offence is
committed by—
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(i) the company; and (ii) every responsible person of the company;
(b) a person who commits an offence mentioned in paragraph (a) is liable to a fine not exceeding level 5 and, in the case of a continuing offence, to a further fine not exceeding $1000 for each day during which the offence continues;
(c) the Court may— (i) by order compel an immediate inspection of company records; (ii) by order direct that a copy of company records, or a copy of a trust deed, be provided to a person
entitled to be provided with the copy; and (iii) make any order as to the time, duration and manner of inspection, including the circumstances in
which and the extent to which the copying of information is permitted in the course of inspection; and (d) if company records or a trust deed is kept at the office of a person other than the company concerned, an
order mentioned in paragraph (c) may be made against that other person and that other person’s officers and other employees (if any).
(5) Nothing in any provision of this Ordinance or in the regulations made under this section is to be construed as preventing a company— (a) from providing more extensive facilities than are required by the regulations; or (b) if a fee may be charged, from charging a lesser fee than that prescribed or none at all.
(6) In this section— trust deed(信託契據) means a trust deed or any other document securing the issue of debentures.
Part: Division:
12 4
Registered Office and Publication of Company Names L.N. 163 of 2013 03/03/2014
Section: 658 Registered office of company L.N. 163 of 2013 03/03/2014
(1) A company must have a registered office in Hong Kong to which all communications and notices may be addressed.
(2) The intended address of a company’s registered office stated in the incorporation form registered in respect of the company is to be regarded as the address of its registered office with effect from the date of its incorporation until a notice of change in respect of the address is delivered to the Registrar under subsection (3).
(3) If the address of a company’s registered office is changed, the company must deliver to the Registrar for registration a notice of the change in the specified form within 15 days after the change.
(4) The inclusion in the annual return of a company of a statement as to the address of its registered office does not satisfy the obligation imposed by subsection (3).
(5) If a company contravenes subsection (1) or (3), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1000 for each day during which the offence continues.
Section: 659 Requirement to disclose company name, etc. L.N. 163 of 2013 03/03/2014
(1) The Financial Secretary may make regulations to require companies— (a) to display prescribed information in prescribed locations; (b) to state prescribed information in common seals, and in prescribed descriptions of documents or
communications; and (c) to provide prescribed information on request to those they deal with in the course of their business.
(2) The regulations— (a) may in prescribed circumstances require disclosure of the name of the company; (b) may make provision as to the manner in which any prescribed information is to be displayed, stated or
provided; and (c) may exempt a company from any requirement of the regulations made under subsection (1).
(3) The regulations may provide that, for the purposes of any requirement to disclose a company’s name, any
Cap 622 - Companies Ordinance 244
variation between a word or words required to be part of the name and a permitted abbreviation of that word or those words (or vice versa) is to be disregarded.
Section: 660 Criminal consequences of failure to make required disclosures
L.N. 163 of 2013 03/03/2014
Regulations made under section 659 may provide that— (a) if a company contravenes any of the regulations made under that section, an offence is committed by—
(i) the company; and (ii) every responsible person of the company;
(b) if any person who is acting on behalf of the company contravenes any of the regulations made under that section, an offence is committed by that person; and
(c) a person who commits an offence mentioned in paragraph (a) or (b) is liable to a fine not exceeding level 3.
Section: 661 Civil consequence of failure to make required disclosures L.N. 163 of 2013 03/03/2014
If an officer of a company or a person on its behalf signs or authorizes to be signed on behalf of the company, any bill of exchange, promissory note, endorsement, cheque or order for money or goods in which the company’s name is not mentioned in the manner as required by regulations made under section 659, that officer or person is personally liable to the holder of the bill of exchange, promissory note, cheque or order for money or goods for the amount of it (unless it is duly paid by the company).
Part: Division:
12 5
Annual Return L.N. 163 of 2013 03/03/2014
Section: 662 Requirement to deliver annual return L.N. 163 of 2013 03/03/2014
(1) A private company must in respect of every year (except the year of its incorporation) deliver to the Registrar for registration an annual return specified in subsection (5) within 42 days after the company’s return date.
(2) The company’s return date mentioned in subsection (1) is, in respect of a particular year, the anniversary of the date of the company’s incorporation in that year.
(3) A public company or a company limited by guarantee must in respect of every financial year deliver to the Registrar for registration an annual return specified in subsection (5) within 42 days after the company’s return date.
(4) The company’s return date mentioned in subsection (3) is, in respect of a particular financial year— (a) if the company is a public company, the date that is 6 months after the end of its accounting reference
period; and (b) if the company is a company limited by guarantee, the date that is 9 months after the end of its accounting
reference period. (5) An annual return under this section must comply with the requirements under section 664. (6) If a company contravenes subsection (1) or (3), the company, and every responsible person of the company,
commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1000 for each day during which the offence continues.
(7) If a person is convicted of an offence under subsection (6), the magistrate may, in addition to any penalty that may be imposed, order that the person must, within a time specified in the order, do the act that the person has failed to do.
(8) A person who contravenes an order under subsection (7) 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.
(9) In this section— accounting reference period(會計參照期) has the meaning given by section 368.
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Section: 663 Exemption of dormant company from requirement to deliver annual return
L.N. 163 of 2013 03/03/2014
(1) Section 662 does not apply to a company that is a dormant company under section 5(1). (2) If such a company enters into an accounting transaction, subsection (1) ceases to have effect on and after the date
of the accounting transaction.
Section: 664 Contents of annual return L.N. 163 of 2013 03/03/2014
(1) A company’s annual return under section 662 must— (a) be in the specified form; and (b) contain, with respect to the company, the particulars specified in the form.
(2) Without limiting section 23, the Registrar may, for the purposes of this section, specify different forms or particulars in relation to different types of companies.
(3) Without limiting subsection (1), an annual return under section 662 must— (a) contain the information specified in Schedule 6; and (b) be accompanied by the documents specified in that Schedule.
(4) Despite subsection (3), if— (a) an annual return is required to be delivered by a private company under section 662(1) in respect of a year;
and (b) at any time during the year—
(i) the company registers any transfer of shares in the company in contravention of the restriction imposed by the company’s articles;
(ii) the membership of the company exceeds the number specified in section 11(1)(a)(ii); or (iii) the company makes an invitation to the public to subscribe for any shares or debentures of the
company, the annual return must contain the information, and be accompanied by the documents, specified in subsection (5) instead.
(5) The information and documents are— (a) information and documents specified for the purposes of a public company in Schedule 6; and (b) information and documents that relate to the financial year of the company ending on a date within the year
in respect of which the annual return is required to be delivered. (6) The Court may, on the application of the company or a person interested in the matter, order that subsection (4)
does not apply to the company. (7) The Court may make the order on any terms and conditions that the Court thinks just and expedient. (8) The Court must not make the order unless the Court is satisfied that—
(a) the occurrence of the event mentioned in subsection (4)(b)(i), (ii) or (iii) was accidental; (b) it was due to inadvertence or to some other sufficient cause that the event occurred; or (c) it is just and equitable to grant the relief on other grounds.
Section: 665 Construction of reference to annual return L.N. 163 of 2013 03/03/2014
A reference in this Ordinance to a company’s last annual return, or to an annual return delivered in accordance with section 662, is to be construed as including (so far as necessary to ensure the continuity of the law) a return made up to a date before the commencement date* of that section, or forwarded to the Registrar in accordance with the predecessor Ordinance. ___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Part: 13 Arrangements, Amalgamation, and Compulsory Share Acquisition in Takeover and Share Buy-back
L.N. 163 of 2013 03/03/2014
(Amended E.R. 1 of 2013)
Cap 622 - Companies Ordinance 246
(*Format changes—E.R. 1 of 2013) ____________________________________________________________________________ Note: * The format of Part 13 has been updated to the current legislative styles.
Part: Division:
13 1
Preliminary L.N. 163 of 2013 03/03/2014
Section: 666 Interpretation L.N. 163 of 2013 03/03/2014
In this Part— child (子女) includes a step-child, an illegitimate child and a child adopted in any manner recognized by the law of
Hong Kong; cohabitation relationship (同居關係) means a relationship between 2 persons (whether of the same sex or of the
opposite sex) who live together as a couple in an intimate relationship; offer period (要約期), in relation to an offer, means the period within which the offer can be accepted; repurchasing company (回購公司), in relation to a general offer, means the listed company that makes the offer.
Section: 667 Associate L.N. 163 of 2013 03/03/2014
(1) In this Part, a reference to an associate of an offeror or member, is— (a) if the offeror or member is a natural person, a reference to—
(i) the offeror’s or member’s spouse; (ii) a person who is in a cohabitation relationship with the offeror or member; (iii) a child of the offeror or member; (iv) a child of a person falling within subparagraph (ii) who—
(A) is not a child of the offeror or member; (B) lives with the offeror or member; and (C) has not attained the age of 18;
(v) a parent of the offeror or member; (vi) a body corporate in which the offeror or member is substantially interested; or (vii) a person who is a party, or a nominee of a party, to an acquisition agreement with the offeror or
member; or (b) if the offeror or member is a body corporate, a reference to—
(i) a body corporate in the same group of companies as the offeror or member; (ii) a body corporate in which the offeror or member is substantially interested; or (iii) a person who is a party, or a nominee of a party, to an acquisition agreement with the offeror or
member. (2) In this Part, a reference to an associate of a repurchasing company is a reference to—
(a) a body corporate in the same group of companies as the repurchasing company; (b) a body corporate in which the repurchasing company is substantially interested; or (c) a person who is a party, or a nominee of a party, to an acquisition agreement with the repurchasing
company. (3) For the purposes of subsections (1) and (2), an offeror, member or repurchasing company is substantially
interested in a body corporate if— (a) the body corporate, or its directors or a majority of its directors, are accustomed to act in accordance with
the directions or instructions of the offeror, member or repurchasing company; or (b) the offeror, member or repurchasing company is entitled to exercise, or control the exercise of, more than
30% of the voting power at any general meeting of the body corporate. (4) In subsection (3), a reference to voting power the exercise of which is controlled by an offeror, member or
repurchasing company includes voting power the exercise of which is controlled by another body corporate if the offeror, member or repurchasing company is entitled to exercise, or control the exercise of, more than 50%
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of the voting power at any general meeting of that other body corporate. (5) For the purposes of subsections (1) and (2), an agreement is an acquisition agreement if—
(a) it is an agreement for the acquisition of— (i) any of the shares to which the takeover offer or general offer relates; or (ii) an interest in those shares; and
(b) it includes provisions imposing obligations or restrictions on any of the parties to it with respect to the use, retention or disposal of the party’s interests in the shares acquired pursuant to the agreement.
Part: Division:
13 2
Arrangements and Compromises L.N. 163 of 2013 03/03/2014
Section: 668 Interpretation L.N. 163 of 2013 03/03/2014
(1) In this Division— arrangement (安排) includes a reorganization of the company’s share capital by the consolidation of shares of
different classes, or by the division of shares into different classes, or both; company (公司) , except in section 675, means a company liable to be wound up under the Companies (Winding Up
and Miscellaneous Provisions) Ordinance (Cap 32). (2) In this Division, 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.
Section: 669 Application of Division L.N. 163 of 2013 03/03/2014
This Division applies if an arrangement or compromise is proposed to be entered into by a company with either or both of the following—
(a) the creditors, or any class of the creditors, of the company; (b) the members, or any class of the members, of the company.
Section: 670 Court may order meeting of creditors or members to be summoned
L.N. 163 of 2013 03/03/2014
(1) The Court may, on application made for the purposes of this subsection— (a) order a meeting specified in subsection (2)(a), or a meeting specified in subsection (2)(b), or both (as the
case may be) to be summoned in any manner that the Court directs; and (b) for the purposes of section 674(4), declare a person to be a person specified under that section.
(2) The meeting is— (a) if the arrangement or compromise is proposed to be entered into—
(i) with the creditors of the company, a meeting of those creditors; or (ii) with a class of the creditors of the company, a meeting of that class of creditors; and
(b) if the arrangement or compromise is proposed to be entered into— (i) with the members of the company, a meeting of those members; or (ii) with a class of the members of the company, a meeting of that class of members.
(3) Subject to subsection (4), an application for the purposes of subsection (1) may be made only by— (a) in the case of a meeting of creditors, the company or any of the creditors; (b) in the case of a meeting of a class of creditors, the company or any creditor of that class; (c) in the case of a meeting of members, the company or any of the members; or (d) in the case of a meeting of a class of members, the company or any member of that class.
(4) If the company is being wound up, an application for the purposes of subsection (1) may be made only by the liquidator or provisional liquidator.
(5) An application for the purposes of subsection (1) must be made in a summary way.
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Section: 671 Explanatory statements to be issued or made available to creditors or members
L.N. 163 of 2013 03/03/2014
(1) If a meeting is summoned under section 670— (a) every notice summoning the meeting that is sent to a creditor or member must be accompanied by an
explanatory statement complying with subsections (3) and (4); and (b) every notice summoning the meeting that is given by advertisement—
(i) must include an explanatory statement complying with subsections (3) and (4); or (ii) must state where and how a creditor or member entitled to attend the meeting may obtain a copy of the
explanatory statement. (2) If a notice given by advertisement states that a creditor or member entitled to attend the meeting may obtain a
copy of an explanatory statement, the company must provide a copy of the statement, free of charge, to a creditor or member applying in the manner specified in the notice.
(3) An explanatory statement— (a) must explain the effect of the arrangement or compromise; and (b) must state—
(i) any material interests of the company’s directors, whether as directors or as members or as creditors of the company or otherwise, under the arrangement or compromise; and
(ii) the effect of the arrangement or compromise on those interests, in so far as the effect is different from the effect on the like interests of other persons.
(4) If the arrangement or compromise affects the rights of the company’s debenture holders, an explanatory statement must give the like explanation as respects the trustees of any deed for securing the issue of the debentures as it is required to give as respects the directors.
(5) If subsection (1) or (2) is contravened, all of the following commit an offence— (a) the company; (b) every responsible person of the company; (c) a liquidator or provisional liquidator of the company who authorizes or permits, participates in, or fails to
take all reasonable steps to prevent, the contravention; (d) a trustee of a deed for securing the issue of the company’s debentures who authorizes or permits,
participates in, or fails to take all reasonable steps to prevent, the contravention. (6) A person who commits an offence under subsection (5) is liable to a fine at level 5. (7) If a person is charged with an offence under subsection (5) for a contravention of subsection (1), it is a defence
to establish that the contravention was due to the refusal of another person, who was a director of the company or a trustee for debenture holders of the company, to supply the necessary particulars of that other person’s interests.
Section: 672 Directors and trustees must notify company of interests under arrangement or compromise etc.
L.N. 163 of 2013 03/03/2014
(1) If a meeting is summoned under section 670, a director of the company, or a trustee for its debenture holders, must give notice to the company of any matter relating to the director or trustee that may be necessary for the purposes of section 671.
(2) A person who contravenes subsection (1) commits an offence and is liable to a fine at level 5.
Section: 673 Court may sanction arrangement or compromise L.N. 163 of 2013 03/03/2014
(1) This section applies if the creditors or the class of creditors, or the members or the class of members, or both, with whom the arrangement or compromise is proposed to be entered into, agree or agrees to the arrangement or compromise.
(2) The Court may, on application made for the purposes of this subsection, sanction the arrangement or compromise.
(3) Subject to subsection (4), an application for the purposes of subsection (2) may be made only by— (a) in the case of an arrangement or compromise proposed to be entered into with the creditors of a company,
Cap 622 - Companies Ordinance 249
the company or any of the creditors; (b) in the case of an arrangement or compromise proposed to be entered into with a class of creditors of a
company, the company or any creditor of that class; (c) in the case of an arrangement or compromise proposed to be entered into with the members of a company,
the company or any of the members; or (d) in the case of an arrangement or compromise proposed to be entered into with a class of members of a
company, the company or any member of that class. (4) If the company is being wound up, an application for the purposes of subsection (2) may be made only by the
liquidator or provisional liquidator. (5) An arrangement or compromise sanctioned by the Court under subsection (2) is binding—
(a) on the company or, if the company is being wound up, on the liquidator or provisional liquidator and contributories of the company; and
(b) on the creditors or the class of creditors, or the members or the class of members, or both, with whom the arrangement or compromise is proposed to be entered into.
(6) An order made by the Court under subsection (2) has no effect until an office copy of the order is registered by the Registrar under Part 2.
(7) If the order of the Court amends the company’s articles, or any resolution or agreement to which section 622 applies, the office copy of that order delivered to the Registrar for registration for the purposes of subsection (6) must be accompanied by a copy of those articles, or the resolution or agreement, as amended.
(8) If subsection (7) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.
Section: 674 Provision supplementary to section 673(1): agreement to arrangement or compromise
L.N. 163 of 2013 03/03/2014
(1) For the purposes of section 673(1)— (a) the creditors agree to the arrangement or compromise if, at a meeting of the creditors summoned under
section 670, a majority in number representing at least 75% in value of the creditors present and voting, in person or by proxy, agree to the arrangement or compromise;
(b) a class of creditors agrees to the arrangement or compromise if, at a meeting of the class of creditors summoned under section 670, a majority in number representing at least 75% in value of the class of creditors present and voting, in person or by proxy, agree to the arrangement or compromise;
(c) subject to subsection (2)(a), the members agree to the arrangement or compromise if, at a meeting of the members summoned under section 670— (i) members representing at least 75% of the voting rights of the members present and voting, in person or
by proxy, agree to the arrangement or compromise; and (ii) unless the Court orders otherwise, a majority in number of the members present and voting, in person
or by proxy, agree to the arrangement or compromise; and (d) subject to subsection (2)(b), a class of members agrees to the arrangement or compromise if, at a meeting of
the class of members summoned under section 670— (i) members representing at least 75% of the voting rights of the class of members present and voting, in
person or by proxy, agree to the arrangement or compromise; and (ii) unless the Court orders otherwise, a majority in number of the class of members present and voting, in
person or by proxy, agree to the arrangement or compromise. (2) However, where the arrangement involves a general offer within the meaning of section 707 or a takeover offer
—
(a) the members agree to the arrangement if— (i) at a meeting of the members summoned under section 670, members representing at least 75% of the
voting rights of the members present and voting, in person or by proxy, agree to the arrangement; and (ii) the votes cast against the arrangement at the meeting do not exceed 10% of the total voting rights
attached to all disinterested shares in the company; (b) a class of members agrees to the arrangement if—
(i) at a meeting of the class of members summoned under section 670, members representing at least 75% of the voting rights of the class of members present and voting, in person or by proxy, agree to the
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arrangement; and (ii) the votes cast against the arrangement at the meeting do not exceed 10% of the total voting rights
attached to all disinterested shares of the class in the company. (3) In subsection (2)— disinterested shares(無利害關係股份) means—
(a) in the case of a takeover offer, shares in the company other than those held— (i) by the offeror, or by a nominee on behalf of the offeror; (ii) by an associate of the offeror (except a person who falls within section 667(1)(a)(vii) or (b)(iii) or a
person specified in subsection (4)); or (iii) by a person who is a party to an acquisition agreement within the meaning of section 667(5) with the
offeror (except a person specified in subsection (4)), or by a nominee on behalf of the person under the acquisition agreement;
(b) in the case of a general offer, shares in the company other than those held— (i) by a non-tendering member as defined by section 705(1), or by a nominee on behalf of the member; (ii) by an associate of such a non-tendering member (except a person who falls within section
667(1)(a)(vii) or (b)(iii) or a person specified in subsection (4)); (iii) by a nominee on behalf of the repurchasing company; (iv) by an associate of such a repurchasing company (except a person who falls within section 667(2)(c) or
a person specified in subsection (4)); or (v) by a person who is a party to such an acquisition agreement with such a non-tendering member or
repurchasing company (except a person specified in subsection (4)), or by a nominee on behalf of the person under the acquisition agreement.
(4) The person specified for the purposes of paragraph (a)(ii) and (iii) and (b)(ii), (iv) and (v) of the definition of disinterested shares in subsection (3) is a person declared under section 670(1)(b) to be a person specified under this section.
(5) For the purposes of subsections (2) and (3)— (a) an offer to acquire shares in a company is a takeover offer if—
(i) it is an offer to acquire all the shares, or all the shares of any class, in the company, except those that, at the date of the offer, are held by the offeror; and
(ii) the terms of the offer are the same— (A) where the offer does not relate to shares of different classes, in relation to all the shares to which
the offer relates; or (B) where the offer relates to shares of different classes, in relation to all the shares of each class to
which the offer relates; and (b) an offer under which consideration is provided for the cancellation of shares in a company is also a takeover
offer if— (i) it is an offer under which consideration is provided for the cancellation of all the shares, or all the
shares of any class, in the company, except— (A) those that, at the date of the offer, are held by the offeror; (B) those that are specified in the offer document as shares that are not to be cancelled under the
offer; and (C) 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) the terms of the offer are the same—
(A) where the offer does not relate to shares of different classes, in relation to all the shares to which the offer relates; or
(B) where the offer relates to shares of different classes, in relation to all the shares of each class to which the offer relates.
(6) In subsection (5)— shares(股份) means shares that have been allotted on the date of the offer. (7) In subsection (5)(a)(i) and (b)(i), a reference to shares that are held by an offeror—
(a) includes shares that the offeror has contracted, unconditionally or subject to conditions being satisfied, to acquire; but
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(b) excludes shares that are the subject of a contract— (i) entered into by the offeror with a holder of shares in the 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 offeror to make the offer. (8) For the purposes of subsection (5)(a)(ii) and (b)(ii), 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. (9) For the purposes of subsection (5)(a)(ii) and (b)(ii), 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 offeror with conditions with which the offeror is unable to comply or that the offeror 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. (10) Despite subsection (5), a takeover 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. (11) In subsections (2), (3), (4), (5), (6), (7), (8), (9) and (10), a reference to shares in a company includes—
(a) debentures that are convertible into shares in the company; and (b) securities of the company that are convertible into, or entitle the holder to subscribe for, shares in the
company. Those subsections apply to those debentures or securities as if they were shares of a separate class of the company, and a reference to a member or a holder of shares in those subsections is to be read accordingly.
Section: 675 Court’s additional powers to facilitate reconstruction or amalgamation
L.N. 163 of 2013 03/03/2014
(1) This section applies if— (a) an application is made for the purposes of section 673(2) to sanction the arrangement or compromise; and (b) it is shown to the Court that—
(i) the arrangement or compromise is proposed for the purpose of, or in connection with, a scheme for the reconstruction of one or more companies, or for the amalgamation of 2 or more companies; and
(ii) under the scheme, the property or undertaking of any company concerned in the scheme, or any part of that property or undertaking, is to be transferred to another company.
(2) If the Court sanctions the arrangement or compromise, it may, by the order or a subsequent order, make provision for any or all of the following— (a) the transfer of the transferor’s property, undertaking or liabilities, or any part of it or them, to the
transferee; (b) the allotting or appropriation by the transferee of any shares, debentures, policies, or other like interests in
the transferee which, under the arrangement or compromise, are to be allotted or appropriated by the transferee to or for any person;
(c) the continuation by or against the transferee of any legal proceedings pending by or against the transferor; (d) the dissolution, without winding up, of the transferor; (e) the provision to be made for any person, who within the time, and in the manner, that the Court directs,
Cap 622 - Companies Ordinance 252
dissents from the arrangement or compromise; (f) the transfer or allotting of any interest in property to any person concerned in the arrangement or
compromise; (g) any incidental, consequential and supplemental matters that are necessary to ensure that the reconstruction
or amalgamation is fully and effectively carried out. (3) If an order provides for the transfer of property under subsection (2)—
(a) the property is, by virtue of the order, transferred to, and vests in, the transferee; and (b) where the order so directs, the property vests freed from any charge that is to cease to have effect by virtue
of the arrangement or compromise. (4) If an order provides for the transfer of liabilities under subsection (2), the liabilities are, by virtue of the order,
transferred to, and become liabilities of, the transferee. (5) If the Court, by an order, makes provision for any matter under subsection (2), the order has no effect to the
extent to which it purports to make the provision until an office copy of the order is registered by the Registrar under Part 2.
(6) If the order of the Court amends the company’s articles, or any resolution or agreement to which section 622 applies, the office copy of that order delivered to the Registrar for registration for the purposes of subsection (5) must be accompanied by a copy of those articles, or the resolution or agreement, as amended.
(7) If subsection (6) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.
(8) In this section— liabilities(法律責任) includes—
(a) duties of a personal character and incapable of being assigned or performed vicariously under the law; and (b) duties of any other description;
property(財產) includes— (a) rights and powers of a personal character and incapable of being assigned or performed vicariously under
the law; and (b) rights and powers of any other description;
transferee(受讓人 ), in relation to an arrangement or compromise proposed for the purpose of a scheme of reconstruction or amalgamation, means the company to which another company’s property, undertaking or liabilities, or any part of it or them, is to be transferred under the scheme;
transferor(出讓人 ), in relation to an arrangement or compromise proposed for the purpose of a scheme of reconstruction or amalgamation, means the company whose property, undertaking or liabilities, or any part of it or them, is to be transferred to another company under the scheme.
Section: 676 Court may order costs L.N. 163 of 2013 03/03/2014
(1) This section applies in relation to an application made for the purposes of section 673(2) for an order of the Court sanctioning an arrangement that falls within section 674(2).
(2) The Court may make any order that it thinks fit about the costs incurred or to be incurred by a member who dissents from the arrangement in opposing the application.
(3) An order may require the company or any other party to the application to indemnify the member against the costs incurred or to be incurred by the member.
(4) 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, opposing the application.
(5) The Court may only make an order about costs under this section against the member if the member’s opposition to the application is frivolous or vexatious.
Section: 677 Company’s articles to be accompanied by order of Court L.N. 163 of 2013 03/03/2014
(1) Every copy of the company’s articles issued by the company after an order is made for the purposes of section 673 or 675 must be accompanied by a copy of the order, unless the effect of the order, and the effect of the arrangement or compromise to which the order relates, has been incorporated into the articles by alteration to
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those articles. (2) If subsection (1) is contravened, the company, and every responsible person of the company, commit an offence,
and each is liable to a fine at level 3.
Part: Division:
13 3
Amalgamation of Companies within Group L.N. 163 of 2013 03/03/2014
Section: 678 Interpretation L.N. 163 of 2013 03/03/2014
(1) In this Division, a company is a wholly owned subsidiary of another company if it has no members except— (a) that other company; (b) a nominee of that other company; (c) a wholly owned subsidiary of that other company; or (d) a nominee of that subsidiary.
(2) A cancellation of shares under this Division is not a reduction of share capital for the purposes of Part 5. (3) For the purposes of this Division, a resolution approving an amalgamation mentioned in section 680(1) or 681(1)
is an amalgamation proposal that has been approved.
Section: 679 Solvency statement L.N. 163 of 2013 03/03/2014
(1) In this Division, a reference to a solvency statement made by the directors of an amalgamating company is a reference to a statement made before the time specified in subsection (2) that— (a) in the directors’ opinion—
(i) as at the date of the statement, there is no ground on which the amalgamating company could be found to be unable to pay its debts; and
(ii) the amalgamated company will be able to pay its debts as they fall due during the period of 12 months immediately after the date on which the amalgamation is to become effective; and
(b) as at the date of the statement— (i) none of the following exists—
(A) any floating charge created by the amalgamating company; (B) any other security created by the amalgamating company over a class of assets, to any of which
the security interest has not attached; or (ii) there exists such a floating charge or other security, and each person entitled to the charge or security
has consented in writing to the amalgamation proposal. (2) The time specified for the purposes of subsection (1) is—
(a) if the amalgamation is to be approved by a resolution passed on a poll at a general meeting, the date of the meeting; or
(b) if the amalgamation is to be approved by a written resolution, the circulation date of the resolution. (3) In forming an opinion for the purposes of subsection (1)(a)(ii), the directors must take into account all the
liabilities of the amalgamated company (including contingent and prospective liabilities). (4) In subsection (2)(b)— circulation date(傳閱日期) has the meaning given by section 547(1).
Section: 680 Vertical amalgamation L.N. 163 of 2013 03/03/2014
(1) A company (amalgamating holding company), and one or more of its wholly owned subsidiaries, may amalgamate, and continue, as one company if— (a) the members of the amalgamating holding company approve the amalgamation on the terms specified in
subsection (2); and (b) the members of each of the amalgamating subsidiaries approve the amalgamation on the terms specified in
subsection (2). (2) The terms are—
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(a) that the shares of each of the amalgamating subsidiaries will be cancelled without payment or other consideration;
(b) that the articles of the amalgamated company will be the same as the articles of the amalgamating holding company;
(c) that the directors of each amalgamating company— (i) are satisfied that, as at the date of the solvency statement made by them, there is no ground on which
the amalgamating company could be found to be unable to pay its debts; and (ii) after taking into account all the liabilities of the amalgamated company (including contingent and
prospective liabilities), are satisfied that the amalgamated company will be able to pay its debts as they fall due during the period of 12 months immediately after the date on which the amalgamation is to become effective;
(d) that the directors of each amalgamating company have confirmed that as at the date of the solvency statement made by them— (i) none of the following exists—
(A) any floating charge created by the amalgamating company; (B) any other security created by the amalgamating company over a class of assets, to any of which
the security interest has not attached; or (ii) there exists such a floating charge or other security, and each person entitled to the charge or security
has consented in writing to the amalgamation proposal; (e) that the person or persons named in the resolution will be the director or directors of the amalgamated
company. (3) An approval for the purposes of subsection (1)(a) must be obtained by a special resolution of the company
passed on a poll at a general meeting but not by a written resolution. (4) An approval for the purposes of subsection (1)(b) must be obtained by a special resolution of the company
passed on a poll at a general meeting or by a written resolution. (5) This section does not apply unless each amalgamating company is a company limited by shares.
Section: 681 Horizontal amalgamation L.N. 163 of 2013 03/03/2014
(1) Two or more of the wholly owned subsidiaries of a company may amalgamate, and continue, as one company if the members of each amalgamating company approve the amalgamation on the terms specified in subsection (2).
(2) The terms are— (a) that the shares of all but one of the amalgamating companies will be cancelled without payment or other
consideration; (b) that the articles of the amalgamated company will be the same as the articles of the amalgamating company
whose shares are not cancelled; (c) that the directors of each amalgamating company—
(i) are satisfied that, as at the date of the solvency statement made by them, there is no ground on which the amalgamating company could be found to be unable to pay its debts; and
(ii) after taking into account all the liabilities of the amalgamated company (including contingent and prospective liabilities), are satisfied that the amalgamated company will be able to pay its debts as they fall due during the period of 12 months immediately after the date on which the amalgamation is to become effective;
(d) that the directors of each amalgamating company have confirmed that as at the date of the solvency statement made by them— (i) none of the following exists—
(A) any floating charge created by the amalgamating company; (B) any other security created by the amalgamating company over a class of assets, to any of which
the security interest has not attached; or (ii) there exists such a floating charge or other security, and each person entitled to the charge or security
has consented in writing to the amalgamation proposal; (e) that the person or persons named in the resolution will be the director or directors of the amalgamated
company. (3) An approval for the purposes of subsection (1) must be obtained by a special resolution of the amalgamating
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company passed on a poll at a general meeting or by a written resolution. (4) This section does not apply unless each amalgamating company is a company limited by shares.
Section: 682 Directors of amalgamating company must notify secured creditors of proposed amalgamation
L.N. 163 of 2013 03/03/2014
(1) The directors of each amalgamating company under section 680 or 681 must comply with subsection (2)— (a) if the amalgamation is to be approved by a resolution passed on a poll at a general meeting, at least 21 days
before the date of the meeting; or (b) if the amalgamation is to be approved by a written resolution, on or before the circulation date of the
resolution. (2) Those directors—
(a) must give written notice of the proposed amalgamation to every secured creditor of the amalgamating company; and
(b) must publish notice of the proposed amalgamation in an English language newspaper, and a Chinese language newspaper, circulating generally in Hong Kong.
(3) If the directors of an amalgamating company contravene subsection (1), each of them commits an offence and is liable to a fine at level 3.
(4) In subsection (1)(b)— circulation date(傳閱日期) has the meaning given by section 547(1).
Section: 683 Director of amalgamating company must issue certificate on solvency statement
L.N. 163 of 2013 03/03/2014
(1) Every director of the amalgamating company who votes in favour of making a solvency statement must issue a certificate— (a) stating—
(i) that, in the director’s opinion, the conditions specified in section 679(1)(a)(i) and (ii) are satisfied; and
(ii) the grounds for that opinion; and (b) stating that the condition specified in section 679(1)(b) is satisfied.
(2) A person who contravenes subsection (1) commits an offence and is liable to a fine at level 4. (3) A director of the amalgamating company commits an offence if the director votes in favour of making a
solvency statement, or otherwise causes a solvency statement to be made, without having reasonable grounds for the opinion and fact expressed in the statement.
(4) A person who commits an offence under subsection (3) 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 6 and to imprisonment for 6 months.
Section: 684 Registration of amalgamation L.N. 163 of 2013 03/03/2014
(1) For the purpose of effecting an amalgamation, the following documents must be delivered to the Registrar for registration within 15 days after the approval of the amalgamation proposal— (a) the amalgamation proposal that has been approved; (b) every certificate required by section 683(1); (c) a certificate issued by the directors of each amalgamating company stating that the amalgamation has been
approved in accordance with— (i) this Division; and (ii) the articles of the amalgamating company;
(d) a notice of appointment of the directors of the amalgamated company; (e) a certificate issued by the directors, or the proposed directors, of the amalgamated company stating that
where the proportion of the claims of the amalgamated company’s creditors in relation to the value of that company’s assets is greater than the proportion of the claims of an amalgamating company’s creditors in
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relation to the value of that company’s assets, no creditor will be prejudiced by that fact. (2) A document mentioned in subsection (1)(a), (b), (c), (d) or (e) must be in the specified form. (3) As soon as practicable after the documents mentioned in subsection (1) are registered, the Registrar must issue a
certificate of amalgamation. (4) A certificate of amalgamation may be issued in any form that the Registrar thinks fit.
Section: 685 Effective date of amalgamation L.N. 163 of 2013 03/03/2014
(1) A certificate of amalgamation issued under section 684(3) must specify a date as the effective date of the amalgamation.
(2) If an amalgamation proposal specifies a date on which the amalgamation is intended to become effective, and that date is the same as or later than the date on which the Registrar registers the documents mentioned in section 684(1), that date must be specified in the certificate of amalgamation as the effective date of the amalgamation.
(3) On the effective date of an amalgamation— (a) the amalgamation takes effect; (b) each amalgamating company ceases to exist as an entity separate from the amalgamated company; and (c) the amalgamated company succeeds to all the property, rights and privileges, and all the liabilities and
obligations, of each amalgamating company. (4) On and after the effective date of an amalgamation—
(a) any proceedings pending by or against an amalgamating company may be continued by or against the amalgamated company;
(b) any conviction, ruling, order or judgment in favour of or against an amalgamating company may be enforced by or against the amalgamated company; and
(c) any agreement entered into by an amalgamating company may be enforced by or against the amalgamated company unless otherwise provided in the agreement.
(5) As soon as practicable after the effective date of an amalgamation, the Registrar must make a note of the amalgamation in the Companies Register in relation to each amalgamating company.
Section: 686 Court may intervene in amalgamation proposal in certain cases
L.N. 163 of 2013 03/03/2014
(1) If the Court is satisfied that giving effect to an amalgamation proposal would unfairly prejudice a member or creditor of an amalgamating company or a person to whom an amalgamating company is under an obligation, it may, on application by the member, creditor or person made before the date on which the amalgamation becomes effective, make any order it thinks fit in relation to the amalgamation proposal.
(2) Without limiting subsection (1), the Court may make an order— (a) directing that effect must not be given to the amalgamation proposal; (b) modifying the amalgamation proposal in the manner specified in the order; or (c) directing the amalgamating company or its directors to reconsider the amalgamation proposal or any part of
that proposal. (3) Without limiting subsection (1), the Court may also make an order directing the amalgamated company, or any
other party to the proceedings, to purchase shares of a member of an amalgamating company who would be unfairly prejudiced by the amalgamation proposal.
(4) On making an application for the purposes of subsection (1), the applicant must deliver to the Registrar for registration a notice of the application in the specified form.
(5) If the Registrar receives a notice under subsection (4), he or she must withhold registration of the documents mentioned in section 684(1) unless the Court otherwise directs or the application is dismissed by the Court or is withdrawn.
(6) If an order is made under this section, every company in relation to which the order is made must deliver an office copy of the order to the Registrar for registration within 7 days after the order is made.
(7) If a company contravenes subsection (6), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.
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Part: Division:
13 4
Compulsory Acquisition after Takeover Offer L.N. 163 of 2013 03/03/2014
Part: Division: Subdivision:
13 4 1
Preliminary L.N. 163 of 2013 03/03/2014
Section: 687 Interpretation L.N. 163 of 2013 03/03/2014
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.
Section: 688 Application of Division to convertible securities and debentures
L.N. 163 of 2013 03/03/2014
(1) This Division applies in relation to debentures of a company that are convertible into shares in the company, or to securities of a 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: 689 Takeover offer L.N. 163 of 2013 03/03/2014
(1) For the purposes of this Division, an offer to acquire shares in a company is a takeover offer if— (a) it is an offer to acquire all the shares, or all the shares of any class, in the company, except those that, at the
date of the offer, are held by the offeror; 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), a reference to shares that are held by an offeror—
(a) includes shares that the offeror 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 offeror with a holder of shares in the 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 offeror 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
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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 offeror with conditions with which the offeror is unable to comply or that the offeror 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 takeover 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: 690 Non-communication etc. does not prevent offer from being takeover offer
L.N. 163 of 2013 03/03/2014
(1) Even though an offer to acquire shares is not communicated to a holder of shares, that does not prevent the offer from being a takeover offer for the purposes of this Division if— (a) no Hong Kong address for the holder is registered in the 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 takeover 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 acquire shares, that does not prevent the offer from being a takeover 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 takeover offer for the purposes of this Division unless the reason for the impossibility or difficulty is the one mentioned in that subsection.
Section: 691 Shares to which takeover offer relates L.N. 163 of 2013 03/03/2014
(1) For the purposes of this Division, if, after a takeover offer is made but before the end of the offer period, the offeror acquires, or contracts unconditionally to acquire, 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 takeover offer relates, and the offeror is to be regarded as having acquired or contracted to acquire them by virtue of acceptances of that offer, if— (a) the value of the consideration for which the shares are acquired, or contracted to be acquired, at the time of
the acquisition 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 acquired, or contracted to be acquired, at the time of the acquisition or contract, no
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longer exceeds the value of the consideration specified in those terms. (3) For the purposes of this Division, shares that an associate of the offeror, or a nominee on the offeror’s behalf,
holds, or has contracted, unconditionally or subject to conditions being satisfied, to acquire, whether at the date of the takeover 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 takeover offer is made but before the end of the offer period, an associate of the offeror, or a nominee on the offeror’s behalf, acquires, or contracts unconditionally to acquire, 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 acquired, or contracted to be acquired, at the time of
the acquisition 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 acquired, or contracted to be acquired, at the time of the acquisition or contract, no longer exceeds the value of the consideration specified in those terms.
Section: 692 Revised offer not to be regarded as fresh offer L.N. 163 of 2013 03/03/2014
For the purposes of this Division, a revision of the terms of an offer to acquire 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.
Part: Division: Subdivision:
13 4 2
“Squeeze-out” L.N. 163 of 2013 03/03/2014
Section: 693 Offeror may give notice to buy out minority shareholders L.N. 163 of 2013 03/03/2014
(1) If, in the case of a takeover offer that does not relate to shares of different classes, the offeror has, by virtue of acceptances of the offer, acquired, or contracted unconditionally to acquire, at least 90% in number of the shares to which the offer relates, the offeror may give notice to the holder of any other shares to which the offer relates that the offeror desires to acquire those shares.
(2) If, in the case of a takeover offer that relates to shares of different classes, the offeror has, by virtue of acceptances of the offer, acquired, or contracted unconditionally to acquire, at least 90% in number of the shares of any class to which the offer relates, the offeror may give notice to the holder of any other shares of that class to which the offer relates that the offeror desires to acquire those shares.
(3) If, in the case of a takeover offer that does not relate to shares of different classes, the offeror has, by virtue of acceptances of the offer, acquired, or contracted unconditionally to acquire, less than 90% in number of the shares to which the offer relates, the offeror may apply to the Court for an order authorizing the offeror to give notice to the holder of any other shares to which the offer relates that the offeror desires to acquire those shares.
(4) If, in the case of a takeover offer that relates to shares of different classes, the offeror has, by virtue of acceptances of the offer, acquired, or contracted unconditionally to acquire, less than 90% in number of the shares of any class to which the offer relates, the offeror may apply to the Court for an order authorizing the offeror to give notice to the holder of any other shares of that class to which the offer relates that the offeror desires to acquire those shares.
(5) The Court may, on application under subsection (3) or (4), make the order if it is satisfied that— (a) after reasonable enquiry, the offeror has been unable to trace one or more of the persons holding shares to
which the takeover offer relates; (b) had the person, or all those persons, accepted the takeover offer, the offeror would have, by virtue of
acceptances of that offer, acquired, or contracted unconditionally to acquire, at least 90% in number of the shares, or the shares of any class, to which that offer relates; and
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(c) the consideration offered is fair and reasonable. (6) 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 takeover offer.
(7) If the Court makes an order authorizing the offeror to give notice to the holder of any shares, the offeror may give notice to that holder.
Section: 694 Notice to minority shareholders L.N. 163 of 2013 03/03/2014
(1) A notice to a holder of shares under section 693— (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 takeover offer;
(ii) the end of the period of 6 months beginning on the date of the takeover 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) 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.
(4) 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, within 2 months after the date of the notice, indicate the holder’s choice by
a letter sent to the offeror 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.
(5) 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 consideration 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.
(6) 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.
(7) For the purposes of subsection (5), 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: 695 Offeror’s right to buy out minority shareholders L.N. 163 of 2013 03/03/2014
(1) This section applies if a notice is given under section 693 to the holder of any shares. (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. (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 offeror is not entitled and bound to acquire the shares; or (b) 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 694(4), 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 694(5), the terms of the takeover offer are to be regarded as not
including the option unless the offeror indicates otherwise in the notice; and
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(c) if, within 2 months after the date of the notice, the holder of the shares, by a letter sent to the offeror at an address specified in the notice, exercises the corresponding option offered under section 694(6), the terms of the takeover offer are to be regarded as including the corresponding option.
Section: 696 Obligations of offeror with right to buy out minority shareholders
L.N. 163 of 2013 03/03/2014
(1) If, by virtue of section 695(2), an offeror is entitled and bound to acquire any shares in a company, the offeror must comply with subsection (3) within 2 months after the date of the notice.
(2) If an application for the purposes of section 695(3) is pending at the end of those 2 months, the offeror must comply with subsection (3) as soon as practicable after the application has been disposed of, unless the Court orders that the offeror is not entitled and bound to acquire the shares.
(3) The offeror— (a) must send to the company—
(i) a copy of the notice under section 693; and (ii) an instrument of transfer of the shares to which the notice relates, executed on behalf of the holder of
the shares by a person appointed by the offeror; and (b) must pay or transfer to the company the consideration for the shares to which the notice relates.
(4) Subsection (3)(a)(ii) does not require the offeror to send to the company an instrument of transfer of any shares for which a share warrant is for the time being outstanding.
Section: 697 Company must register offeror as shareholder L.N. 163 of 2013 03/03/2014
On receiving an instrument of transfer under section 696(3)(a)(ii), the company must register the offeror as the holder of the shares.
Section: 698 Company must hold consideration paid by offeror on trust L.N. 163 of 2013 03/03/2014
(1) On receiving any consideration under section 696(3)(b) in respect of any shares, the company must hold the consideration on trust for the person who, before the offeror acquired the shares, was entitled to them.
(2) If the consideration consists of any money, the company must deposit the money into a separate interest-bearing bank account.
(3) The company must not pay out or deliver the consideration to any person claiming to be entitled to it unless the person produces to the company— (a) the share certificate or other evidence of title to the shares; or (b) an indemnity to the company’s satisfaction.
Section: 699 Provisions supplementary to section 698 L.N. 163 of 2013 03/03/2014
(1) This section applies if— (a) the person entitled to the consideration held on trust under section 698(1) cannot be found; (b) the 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 company is wound up.
(2) The company, or if the company is wound up, the liquidator, must sell— (a) any consideration other than cash; and (b) any benefit other than cash that has accrued from the consideration.
(3) The company, or if the company is wound up, the 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);
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(b) the sale mentioned in subsection (2); (c) the proceedings relating to the payment into court mentioned in subsection (3).
Part: Division: Subdivision:
13 4 3
“Sell-out” L.N. 163 of 2013 03/03/2014
Section: 700 Offeror may be required to buy out minority shareholders L.N. 163 of 2013 03/03/2014
(1) If, in the case of a takeover offer that does not relate to shares of different classes— (a) the offeror has, by virtue of acceptances of the offer, acquired, or contracted unconditionally to acquire,
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 company controlled by the offeror represent
at least 90% in number of the shares in the 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 offeror, require the offeror to acquire those shares.
(2) If, in the case of a takeover offer that relates to shares of different classes— (a) the offeror has, by virtue of acceptances of the offer, acquired, or contracted unconditionally to acquire,
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 in the company controlled by the offeror 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 offeror, require the offeror to acquire those shares.
(3) Rights given to the holder of any shares by this section to require an offeror to acquire 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 701.
(4) If the takeover offer gives the holder of shares a choice of consideration, that holder may indicate the holder’s choice in the letter requiring the offeror to acquire the shares.
(5) In this section, a reference to shares controlled by an offeror is a reference to— (a) shares that are held by the offeror, by an associate of the offeror or by a nominee on the offeror’s behalf; (b) shares that the offeror has, by virtue of acceptances of the takeover offer, acquired or contracted
unconditionally to acquire; or (c) other shares that the offeror, an associate of the offeror, or a nominee on the offeror’s behalf, has acquired,
or has contracted, unconditionally or subject to conditions being satisfied, to acquire.
Section: 701 Offeror must notify minority shareholders of right to be bought out
L.N. 163 of 2013 03/03/2014
(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 L.N. 163 of 2013 03/03/2014
(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
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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 L.N. 163 of 2013 03/03/2014
(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
L.N. 163 of 2013 03/03/2014
(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.
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(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.
Part: Division:
13 5
Compulsory Acquisition after General Offer for Share Buy-back
L.N. 163 of 2013 03/03/2014
Part: Division: Subdivision:
13 5 1
Preliminary L.N. 163 of 2013 03/03/2014
Section: 705 Interpretation L.N. 163 of 2013 03/03/2014
(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 non-tendering member or by a nominee on the non-tendering
member’s behalf; and (b) shares that the non-tendering member, an associate of the non-tendering member, or a nominee on the non-
tendering member’s behalf, has contracted, unconditionally or subject to conditions being satisfied, to acquire.
Section: 706 Application of Division to convertible securities and debentures
L.N. 163 of 2013 03/03/2014
(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 L.N. 163 of 2013 03/03/2014
(1) For the purposes of this Division, a listed company’s offer to buy back shares in the company is a general offer if—
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(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
L.N. 163 of 2013 03/03/2014
(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
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(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 L.N. 163 of 2013 03/03/2014
(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 L.N. 163 of 2013 03/03/2014
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.
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Section: 711 Member may give notice that member will not tender shares for buy-back under general offer
L.N. 163 of 2013 03/03/2014
(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.
Part: Division: Subdivision:
13 5 2
“Squeeze-out” L.N. 163 of 2013 03/03/2014
Section: 712 Repurchasing company may give notice to buy out minority shareholders
L.N. 163 of 2013 03/03/2014
(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.
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Section: 713 Notice to minority shareholders L.N. 163 of 2013 03/03/2014
(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
L.N. 163 of 2013 03/03/2014
(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
L.N. 163 of 2013 03/03/2014
(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
L.N. 163 of 2013 03/03/2014
(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
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(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 interest-bearing 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 L.N. 163 of 2013 03/03/2014
(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).
Part: Division: Subdivision:
13 5 3
“Sell-out” L.N. 163 of 2013 03/03/2014
Section: 718 Repurchasing company may be required to buy out minority
L.N. 163 of 2013 03/03/2014
(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
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(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
L.N. 163 of 2013 03/03/2014
(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 L.N. 163 of 2013 03/03/2014
(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;
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(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
L.N. 163 of 2013 03/03/2014
(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
L.N. 163 of 2013 03/03/2014
(*Format changes—E.R. 1 of 2013) ____________________________________________________________________________ Note: * The format of Part 14 has been updated to the current legislative styles.
Part: Division:
14 1
Preliminary L.N. 163 of 2013 03/03/2014
Section: 722 Interpretation L.N. 163 of 2013 03/03/2014
(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.
Part: Division:
14 2
Remedies for Unfair Prejudice to Members’ Interests L.N. 163 of 2013 03/03/2014
Section: 723 Interpretation L.N. 163 of 2013 03/03/2014
(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.
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(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 L.N. 163 of 2013 03/03/2014
(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 L.N. 163 of 2013 03/03/2014
(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
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(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 L.N. 163 of 2013 03/03/2014
(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 L.N. 163 of 2013 03/03/2014
(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.
Part: Division:
14 3
Remedies for Others’ Conduct in relation to Companies etc.
L.N. 163 of 2013 03/03/2014
Section: 728 Application of section 729 L.N. 163 of 2013 03/03/2014
(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
Cap 622 - Companies Ordinance 274
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.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 729 Court may order remedies L.N. 163 of 2013 03/03/2014
(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—
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(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 L.N. 163 of 2013 03/03/2014
(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).
Part: Division:
14 4
Derivative Action for Remedies for Misconduct against Companies etc.
L.N. 163 of 2013 03/03/2014
Section: 731 Interpretation L.N. 163 of 2013 03/03/2014
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
L.N. 163 of 2013 03/03/2014
(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
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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 L.N. 163 of 2013 03/03/2014
(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
L.N. 163 of 2013 03/03/2014
(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
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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
L.N. 163 of 2013 03/03/2014
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.
L.N. 163 of 2013 03/03/2014
(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 L.N. 163 of 2013 03/03/2014
(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;
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(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 L.N. 163 of 2013 03/03/2014
(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.
Part: Division:
14 5
Members’ Inspection of Company’s Records L.N. 163 of 2013 03/03/2014
Section: 739 Interpretation L.N. 163 of 2013 03/03/2014
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 L.N. 163 of 2013 03/03/2014
(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
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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 L.N. 163 of 2013 03/03/2014
(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 L.N. 163 of 2013 03/03/2014
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 L.N. 163 of 2013 03/03/2014
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 L.N. 163 of 2013 03/03/2014
(*Format changes—E.R. 1 of 2013) ____________________________________________________________________________ Note: * The format of Part 15 has been updated to the current legislative styles.
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Part: Division:
15 1
Striking off L.N. 163 of 2013 03/03/2014
Part: Division: Subdivision:
15 1 1
Registrar’s Power to Strike off Name of Company not in Operation or Carrying on Business
L.N. 163 of 2013 03/03/2014
Section: 744 Registrar may send inquiry letter to company L.N. 163 of 2013 03/03/2014
(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 L.N. 163 of 2013 03/03/2014
(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.
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Section: 746 Registrar may strike off company’s name L.N. 163 of 2013 03/03/2014
(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.
Part: Division: Subdivision:
15 1 2
Striking off under Other Circumstances L.N. 163 of 2013 03/03/2014
Section: 747 Registrar’s duty to act in case of company being wound up L.N. 163 of 2013 03/03/2014
(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
L.N. 163 of 2013 03/03/2014
(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
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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.
Part: Division:
15 2
Deregistration L.N. 163 of 2013 03/03/2014
Section: 749 Interpretation L.N. 163 of 2013 03/03/2014
(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 L.N. 163 of 2013 03/03/2014
(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
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(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 L.N. 163 of 2013 03/03/2014
(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.
Part: Division:
15 3
Property of Dissolved Company and Other Miscellaneous Matters
L.N. 163 of 2013 03/03/2014
Section: 752 Dissolved company’s property vested in Government L.N. 163 of 2013 03/03/2014
(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 L.N. 163 of 2013 03/03/2014
(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
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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 L.N. 163 of 2013 03/03/2014
(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 L.N. 163 of 2013 03/03/2014
(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 L.N. 163 of 2013 03/03/2014
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
L.N. 163 of 2013 03/03/2014
(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
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(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
L.N. 163 of 2013 03/03/2014
(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 L.N. 163 of 2013 03/03/2014
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.
Part: Division:
15 4
Restoration to Companies Register L.N. 163 of 2013 03/03/2014
Part: Division: Subdivision:
15 4 1
Administrative Restoration by Registrar L.N. 163 of 2013 03/03/2014
Section: 760 Application to Registrar for restoration of company L.N. 163 of 2013 03/03/2014
(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.
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(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 L.N. 163 of 2013 03/03/2014
(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 L.N. 163 of 2013 03/03/2014
(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 L.N. 163 of 2013 03/03/2014
(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 L.N. 163 of 2013 03/03/2014
(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.
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Part: Division: Subdivision:
15 4 2
Restoration by Order of Court L.N. 163 of 2013 03/03/2014
Section: 765 Application to Court for restoration L.N. 163 of 2013 03/03/2014
(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 L.N. 163 of 2013 03/03/2014
(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.
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Section: 767 Court’s decision on application L.N. 163 of 2013 03/03/2014
(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 L.N. 163 of 2013 03/03/2014
(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.
Part: Division: Subdivision:
15 4 3
Supplementary Provisions L.N. 163 of 2013 03/03/2014
Section: 769 Company’s name on restoration L.N. 163 of 2013 03/03/2014
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 L.N. 163 of 2013 03/03/2014
(1) Subsection (2) applies if, had the company applied on the date of the restoration to be registered by the former
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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.
L.N. 163 of 2013 03/03/2014
(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
L.N. 163 of 2013 03/03/2014
(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 Number” as 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 Number” as its prefix, followed by the registration number of the company as stated in the certificate of incorporation; and
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(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 L.N. 163 of 2013 03/03/2014
(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 L.N. 163 of 2013 03/03/2014
(*Format changes—E.R. 1 of 2013) ____________________________________________________________________________ Note: * The format of Part 16 has been updated to the current legislative styles.
Part: Division:
16 1
Preliminary L.N. 163 of 2013 03/03/2014
Section: 774 Interpretation L.N. 163 of 2013 03/03/2014
(1) In this Part—
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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 L.N. 163 of 2013 03/03/2014
(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;
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(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).
Part: Division:
16 2
Registration L.N. 163 of 2013 03/03/2014
Section: 776 Certain non-Hong Kong companies must apply for registration
L.N. 163 of 2013 03/03/2014
(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 L.N. 163 of 2013 03/03/2014
(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.
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(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.
Part: Division:
16 3
Addition, Change or Cessation of Corporate Name L.N. 163 of 2013 03/03/2014
Section: 778 Company must notify Registrar of addition, change or cessation of name or translation of name
L.N. 163 of 2013 03/03/2014
(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.
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(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 L.N. 163 of 2013 03/03/2014
(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.
Part: Division:
16 4
Regulation of Names Used by Registered Non-Hong Kong Companies to Carry on Business in Hong Kong
L.N. 163 of 2013 03/03/2014
Section: 780 Registrar may serve notice to regulate use of corporate names or approved names
L.N. 163 of 2013 03/03/2014
(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.
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(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 L.N. 163 of 2013 03/03/2014
(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 $2000 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
L.N. 163 of 2013 03/03/2014
(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
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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 L.N. 163 of 2013 03/03/2014
(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 L.N. 163 of 2013 03/03/2014
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 L.N. 163 of 2013 03/03/2014
(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;
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(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.
Part: Division:
16 5
Authorized Representatives of Registered Non-Hong Kong Companies
L.N. 163 of 2013 03/03/2014
Section: 786 Company must keep authorized representative’s required details registered in Companies Register
L.N. 163 of 2013 03/03/2014
(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 L.N. 163 of 2013 03/03/2014
(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,
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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).
Part: Division:
16 6
Returns and Accounts of Registered Non-Hong Kong Companies
L.N. 163 of 2013 03/03/2014
Section: 788 Company must deliver annual return for registration L.N. 163 of 2013 03/03/2014
(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 $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 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 $1000 for each day during which the offence continues.
Section: 789 Company must deliver accounts for registration L.N. 163 of 2013 03/03/2014
(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
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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
L.N. 163 of 2013 03/03/2014
(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
L.N. 163 of 2013 03/03/2014
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;
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(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.
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Other Obligations L.N. 163 of 2013 03/03/2014
Section: 792 Non-Hong Kong company must state names, place of incorporation, etc.
L.N. 163 of 2013 03/03/2014
(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.
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(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.
L.N. 163 of 2013 03/03/2014
(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.
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Section: 794 Registered non-Hong Kong company must notify Registrar of cessation of place of business in Hong Kong
L.N. 163 of 2013 03/03/2014
(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
L.N. 163 of 2013 03/03/2014
(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.
Part: Division:
16 8
Striking off L.N. 163 of 2013 03/03/2014
Section: 796 Registrar may send inquiry letter to registered non-Hong Kong company
L.N. 163 of 2013 03/03/2014
(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
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months after the date of the notice.
Section: 797 Registrar must follow up under certain circumstances L.N. 163 of 2013 03/03/2014
(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
L.N. 163 of 2013 03/03/2014
(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 $1000 for each day during which the offence continues.
Section: 799 Application to Registrar for restoration of non-Hong Kong company
L.N. 163 of 2013 03/03/2014
(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.
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(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 L.N. 163 of 2013 03/03/2014
(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.
Section: 801 Registrar’s decision on application L.N. 163 of 2013 03/03/2014
(1) The Registrar must notify the applicant of the decision on an application made under section 799. (2) If the Registrar grants the application, the non-Hong Kong 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.
(3) On the restoration, the striking off is to be regarded as not having taken place.
Part: Division:
16 9
Miscellaneous L.N. 163 of 2013 03/03/2014
Section: 802 Registrar to keep index of directors L.N. 163 of 2013 03/03/2014
Remarks: Section 802(4) and (5) is not yet in operation.
(1) The Registrar must keep an index of every person who is a director of a registered non-Hong Kong company. (2) The particulars contained in the index must, in respect of each director, include—
(a) the name and address of the director; (b) the latest particulars sent to the Registrar in respect of the director; (c) the name of each company or registered non-Hong Kong company of which the director can be identified as
a director. (3) The index kept under this section must be open to the inspection of any person on payment of a prescribed fee. (4) Despite subsection (3), the following particulars contained in the index must not be open for inspection under
that subsection— (a) the usual residential address of the director; (b) the full number of the identity card or passport of the director.
(5) Subsection (4) does not affect the inclusion in the index of a correspondence address of the director, nor does it affect the inspection of the correspondence address under subsection (3), even if the correspondence address is the same as the usual residential address of the director.
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Section: 803 Service of process or notice L.N. 163 of 2013 03/03/2014
(1) Subject to subsections (3) and (4), any process or notice required to be served on a registered non-Hong Kong company is sufficiently served if— (a) it is addressed to an authorized representative of the company whose required details are shown in the
Companies Register; and (b) it is left at, or sent by post to, the representative’s last known address.
(2) Subsections (3) and (4) apply if— (a) no required details of authorized representatives of a registered non-Hong Kong company are shown in the
Companies Register; or (b) every one of the company’s authorized representatives refuses to accept service on behalf of the company
or the process or notice cannot be served on any of them. (3) Any process or notice required to be served on the registered non-Hong Kong company is sufficiently served if it
is left at, or sent by post to, any place of business established by the company in Hong Kong. (4) In the case of a registered non-Hong Kong company that no longer has a place of business in Hong Kong, any
process or notice required to be served on the company is sufficiently served— (a) if—
(i) it is sent by registered post to the company’s registered office (or the equivalent) in the company’s place of incorporation at the address as shown in the Companies Register; and
(ii) a copy of it is sent by registered post to the company’s principal place of business (if any) in the company’s place of incorporation at the address as shown in the Companies Register; or
(b) where no such addresses are shown in the Companies Register, if it is left at, or sent by post to, any place in Hong Kong at which the company has had a place of business within the previous 12 months.
(5) Any process or notice required to be served on a non-Hong Kong company (other than a registered non-Hong Kong company) is sufficiently served— (a) in the case of a company that has established a place of business in Hong Kong, if it is left at, or sent by
post to, the place of business; or (b) in the case of a company that has established, but no longer has, a place of business in Hong Kong—
(i) if— (A) it is sent by registered post to the company’s registered office (or the equivalent) in the
company’s place of incorporation; and (B) a copy of it is sent by registered post to the company’s principal place of business (if any) in
the company’s place of incorporation; or (ii) where the address of such registered office, or principal place of business, cannot be ascertained but
the company has had a place of business in Hong Kong within the previous 12 months, if it is left at, or sent by post to, the place of business in Hong Kong.
Section: 804 Financial Secretary may make regulations L.N. 163 of 2013 03/03/2014
(1) The Financial Secretary may make regulations providing for the application of this Ordinance in relation to the accounts that have been revised under section 790.
(2) The regulations may— (a) make different provisions according to whether the accounts have been revised by—
(i) supplementing the accounts with another document that shows the revisions; or (ii) replacing the accounts;
(b) require a registered non-Hong Kong company to take the steps specified in the regulations in relation to the accounts that have been revised; and
(c) apply this Ordinance to the accounts that have been revised subject to such additions, exceptions and modifications as are specified in the regulations.
(3) The regulations may provide that any of the following is an offence, punishable by a fine or imprisonment, or both— (a) a failure to take all reasonable steps to secure compliance as respects the accounts that have been revised
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with— (i) a specified provision of the regulations; or (ii) a specified provision of this Ordinance as having effect under the regulations;
(b) a contravention of— (i) a specified provision of the regulations; or (ii) a specified provision of this Ordinance as having effect under the regulations.
(4) The maximum fine that may be prescribed for an offence committed wilfully is $300000 and the maximum imprisonment is 12 months. The maximum fine that may be prescribed for an offence not committed wilfully is $300000. In addition, in the case of a continuing offence, a further fine not exceeding $2000 for each day during which the offence continues may be prescribed.
(5) The regulations may provide for defences to any such offence.
Section: 805 Financial Secretary may make regulations L.N. 163 of 2013 03/03/2014
(1) The Financial Secretary may make regulations prescribing— (a) the particulars to be contained in an application under section 776(2) or (3); (b) the documents to accompany an application under section 776(2) or (3); (c) the documents to accompany a notification under section 787(3); (d) the particulars to be contained in a return under section 788(1) or 791(1); and (e) the documents to accompany a return under section 788(1) or 791(1).
(2) The Financial Secretary may make regulations— (a) providing that an application under section 776(2) or (3), or a return under section 778(2), may contain a
certified translation of a domestic name of the non-Hong Kong company; and (b) providing for the procedures and requirements for the purpose.
(3) Subsection (2) does not apply to an application or return that is required by section 776(5) or 778(9) to contain a certified translation of a domestic name.
Part: 17 Companies not Formed, but Registrable, under this Ordinance
L.N. 163 of 2013 03/03/2014
(*Format changes—E.R. 1 of 2013) ____________________________________________________________________________ Note: * The format of Part 17 has been updated to the current legislative styles.
Part: Division:
17 1
Preliminary L.N. 163 of 2013 03/03/2014
Section: 806 Interpretation L.N. 163 of 2013 03/03/2014
In this Part— constitutional document (章程文件) , in relation to an eligible company, means—
(a) an Ordinance constituting or regulating the company; or (b) a non-statutory constitutional document of the company;
eligible company (合資格公司) means a company— (a) formed after 1 May 1865 in pursuance of an Ordinance other than this Ordinance or a former Companies
Ordinance; or (b) otherwise constituted after that date according to law;
non-statutory constitutional document (不屬法定的章程文件) , in relation to an eligible company, means any deed of settlement, or other instrument, constituting or regulating the company.
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Part: Division:
17 2
Registration of Eligible Companies L.N. 163 of 2013 03/03/2014
Section: 807 Registrar may register eligible company L.N. 163 of 2013 03/03/2014
(1) The Registrar may, on application by an eligible company, register the company as— (a) an unlimited company; or (b) a company limited by guarantee.
(2) An application for the purposes of subsection (1) must be in the specified form. (3) An application for the purposes of subsection (1) must be accompanied by—
(a) a copy of every constitutional document of the eligible company; and (b) in the case of an application for registration as a company limited by guarantee, a copy of the resolution that
complies with section 810(2). (4) A registration under subsection (1) is not invalid by reason only of it having taken place with a view to the
eligible company being wound up.
Section: 808 General restrictions on Registrar’s power to register L.N. 163 of 2013 03/03/2014
(1) If the liability of the members of an eligible company is limited by an Ordinance or otherwise according to law, the Registrar must not register the company under this Part.
(2) The Registrar must not register an eligible company under this Part as a company limited by guarantee unless— (a) if the company has an English name only—
(i) the name by which the company is to be registered has “Limited” as the last word of that name; and (ii) a Chinese equivalent of it that the company may use has “有限公司” as the last 4 Chinese
characters of the equivalent; (b) if the company has a Chinese name only—
(i) the name by which the company is to be registered has “有限公司” as the last 4 Chinese characters of that name; and
(ii) an English equivalent of it that the company may use has “Limited” as the last word of the equivalent; or
(c) if the company has both an English name and a Chinese name— (i) the English name by which the company is to be registered has “Limited” as the last word of that
name; and (ii) the Chinese name by which the company is to be registered has “有限公司” as the last 4 Chinese
characters of that name.
Section: 809 Registrar must not register without members’ assent L.N. 163 of 2013 03/03/2014
(1) The Registrar must not register an eligible company under this Part as an unlimited company unless there is assent to the registration by a majority of the members present at a general meeting of the company convened for the purpose.
(2) The Registrar must not register an eligible company under this Part as a company limited by guarantee unless there is assent to the registration by at least 75% of the members present at a general meeting of the company convened for the purpose.
(3) For the purposes of this section, in computing a majority, or 75%, of the members where a poll is demanded, the number of votes to which each member is entitled according to the eligible company’s regulations must be taken into account.
(4) In this section, a reference to a member present at a general meeting is— (a) a reference to a member present in person; or (b) if proxies are allowed by the eligible company’s regulations, a reference to a member present by proxy.
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Section: 810 Registrar must not register without resolution declaring amount of guarantee
L.N. 163 of 2013 03/03/2014
(1) The Registrar must not register an eligible company under this Part as a company limited by guarantee unless the members pass a resolution that complies with subsection (2).
(2) The resolution must declare that each person who is a member of the eligible company undertakes that if the company is wound up while the person is such a member, or within one year after the person ceases to be such a member, the person will contribute an amount required of the person, not exceeding a specified amount, to the company’s assets— (a) for the payment of the company’s debts and liabilities contracted before the person ceases to be such a
member; (b) for the payment of the costs and expenses of winding up the company; or (c) for the adjustment, among the contributories, of their rights.
(3) For the purposes of subsection (1), it is irrelevant whether the resolution is passed before, on or after the commencement date* of this Division.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 811 Eligible company must pay registration fee L.N. 163 of 2013 03/03/2014
Before the Registrar registers an eligible company under this Part, the company must pay a prescribed fee to the Registrar for the registration.
Section: 812 Registrar must issue certificate of registration L.N. 163 of 2013 03/03/2014
On registering an eligible company under this Part, the Registrar must issue to it a certificate of registration, with the Registrar’s signature or printed signature.
Part: Division:
17 3
Consequences of Registration L.N. 163 of 2013 03/03/2014
Section: 813 Application of Division L.N. 163 of 2013 03/03/2014
This Division applies if an eligible company is registered under this Part as an unlimited company or a company limited by guarantee.
Section: 814 Status, property, rights and liabilities of eligible company L.N. 163 of 2013 03/03/2014
(1) On being issued with a certificate of registration under section 812, the eligible company is to be regarded as having been incorporated under this Ordinance as an unlimited company or a company limited by guarantee, whichever is applicable.
(2) Subsection (1) does not operate to create a new legal entity for the eligible company. (3) The registration does not affect the eligible company’s property. (4) The registration does not affect the eligible company’s rights and liabilities in respect of—
(a) any debt or obligation incurred by or on behalf of, or owed to, the company before the registration; or (b) any contract entered into by or on behalf of the company before the registration.
Section: 815 Continuation of existing proceedings L.N. 163 of 2013 03/03/2014
(1) Subject to subsection (2), any action or other legal proceedings that are, at the time of registration, pending by or against the eligible company, or any of its officers or members, may be continued in the same manner as if the registration had not taken place.
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(2) Execution must not be issued against the effects of a member of the eligible company on any judgment, decree or order obtained in any such pending action or proceedings.
(3) If the eligible company’s property and effects are insufficient to satisfy the judgment, decree or order, an order may be obtained for winding up the company.
Section: 816 Continuation of existing constitutional document L.N. 163 of 2013 03/03/2014
(1) The provisions in a constitutional document of the eligible company are to be regarded as conditions and regulations of the company in the same manner and with the same incidents as if those provisions were, had the company been formed under this Ordinance, contained in the articles with which the company would have been formed.
(2) In subsection (1), a reference to a constitutional document of an eligible company includes, in the case of an eligible company registered as a company limited by guarantee, the resolution that complies with section 810(2).
Section: 817 Eligible company may substitute articles for non-statutory constitutional document
L.N. 163 of 2013 03/03/2014
(1) The eligible company may alter the form of its constitution by substituting articles for a non-statutory constitutional document of the company.
(2) An alteration must be made by special resolution. (3) Subject to subsections (5) and (6), so much of sections 89 and 91 as relate to the matters specified in subsection
(4) applies to an alteration (so far as applicable) if the eligible company, had it been formed under this Ordinance, would have been a private company.
(4) The matters specified for the purposes of subsection (3) are— (a) matters consequential on the passing of a resolution for an alteration under section 89; and (b) an application to the Court for the cancellation of an alteration of a private company’s objects.
(5) A reference in section 89(7) to a copy of the company’s articles as altered is to be read as a copy of the articles substituted for a non-statutory constitutional document of the eligible company under this section.
(6) On the delivery to the Registrar under section 89 of a copy of the company’s articles substituted for a non- statutory constitutional document of the eligible company or on the date when the alteration is no longer liable to be cancelled by order of the Court, whichever is the later— (a) the articles apply to the company in the same manner as if it were a private company registered under this
Ordinance with the articles; and (b) the non-statutory constitutional document ceases to apply to the company.
(7) An alteration may be made under subsection (1) with or without an alteration of the eligible company’s objects under section 89.
Section: 818 This Ordinance applies to eligible company L.N. 163 of 2013 03/03/2014
(1) Subject to section 819, this Ordinance applies to the eligible company and its officers, members, contributories and creditors in the same manner in all respects as if the company had been formed under this Ordinance.
(2) Despite anything in a constitutional document of the eligible company, a provision of this Ordinance applies to the company if the provision relates to an unlimited company’s registration as a limited company.
Section: 819 Exceptions to section 818(1) L.N. 163 of 2013 03/03/2014
(1) The eligible company may not adopt as its articles any or all of the provisions of the model articles prescribed under section 78, unless those provisions are adopted by special resolution.
(2) Subject to section 820, the eligible company does not have any power to alter a provision in an Ordinance relating to the company.
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Section: 820 Eligible company’s power to alter constitution L.N. 163 of 2013 03/03/2014
This Ordinance does not derogate from any power, vested in the eligible company, by virtue of a constitutional document of the company, of altering its constitution or regulations.
Part: 18 Communications to and by Companies L.N. 163 of 2013 03/03/2014
(*Format changes—E.R. 1 of 2013) ____________________________________________________________________________ Note: * The format of Part 18 has been updated to the current legislative styles.
Part: Division:
18 1
Preliminary L.N. 163 of 2013 03/03/2014
Section: 821 Interpretation L.N. 163 of 2013 03/03/2014
(1) In this Part— address (地址) includes a number, or any sequence orcombination of letters, characters, numbers or symbols ofany
language, used for the purpose of sending or receivinga document or information by electronic means; applicable provision (適用條文) —
(a) in Division 3, means a provision of this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) that authorizes or requires the document or information to be sent or supplied to a company; or
(b) in Division 4, means a provision of this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) that authorizes or requires the document or information to be sent or supplied by a company to another person;
business day (辦公日) means a day that is not— (a) a general holiday; or (b) a black rainstorm warning day or gale warning day as defined by section 71(2) of the Interpretation and
General Clauses Ordinance (Cap 1); document (文件) , except in Division 2, excludes a document that is issued for the purpose of any legal proceedings. (2) In this Part—
(a) a reference to sending a document, except in Division 2— (i) includes supplying, delivering, forwarding or producing the document and, in the case of a notice,
giving the document; but (ii) excludes serving the document; and
(b) a reference to supplying information includes sending, delivering, forwarding or producing the information. (3) For the purposes of this Part, a person sends a document, or supplies information, by post if the person posts a
prepaid envelope containing the document or information.
Section: 822 Minimum period specified for purposes of sections 828(3), 831(4) and 833(6)
L.N. 163 of 2013 03/03/2014
(1) This section specifies the minimum period of the notice of revocation, in relation to an agreement between a company and another person, for the purposes of sections 828(3), 831(4) and 833(6).
(2) The minimum period is whichever is the longer of the following— (a) a period of 7 days; (b) the period set out in subsection (3) or (4).
(3) If that other person is not a company, the period set out for the purposes of subsection (2)(b) is— (a) where that other person is a member of the company, the period specified for the purpose in the company’
s articles;
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(b) where that other person is a debenture holder of the company, the period specified for the purpose in the instrument creating the debenture; or
(c) where that other person is not such a member or holder, the period specified for the purpose in any agreement between the person and the company.
(4) If that other person is a company, the period set out for the purposes of subsection (2)(b) is— (a) where that other person is a member of the company, the period specified for the purpose in the company’
s articles; (b) where the company is a member of that other person, the period specified for the purpose in the person’s
articles; (c) where that other person is a debenture holder of the company or where the company is a debenture holder of
that other person, the period specified for the purpose in the instrument creating the debenture; or (d) where neither that other person nor the company is such a member or holder, the period specified for the
purpose in any agreement between the person and the company.
Section: 823 Period specified for purposes of sections 828(7)(a), 831(7)(a) and 833(12)(b)
L.N. 163 of 2013 03/03/2014
(1) This section specifies— (a) the period, in relation to a document or information sent or supplied to a company by another person, for the
purposes of section 828(7)(a); and (b) the period, in relation to a document or information sent or supplied by a company to another person, for the
purposes of sections 831(7)(a) and 833(12)(b). (2) The period is the period set out in subsection (3), (4) or (5). (3) If that other person is not a company, the period set out for the purposes of subsection (2) is—
(a) where that other person is a member of the company, the period specified for the purpose in the company’ s articles;
(b) where that other person is a debenture holder of the company, the period specified for the purpose in the instrument creating the debenture; or
(c) where that other person is not such a member or holder, the period specified for the purpose in any agreement between the person and the company.
(4) If that other person is a company, the period set out for the purposes of subsection (2) is— (a) where that other person is a member of the company, the period specified for the purpose in the company’
s articles; (b) where the company is a member of that other person, the period specified for the purpose in the person’s
articles; (c) where that other person is a debenture holder of the company or where the company is a debenture holder of
that other person, the period specified for the purpose in the instrument creating the debenture; or (d) where neither that other person nor the company is such a member or holder, the period specified for the
purpose in any agreement between the person and the company. (5) If the articles, instrument or agreement does not specify the period, the period set out for the purposes of
subsection (2) is 48 hours. (6) In calculating a period of hours mentioned in subsection (5), any part of a day that is not a business day is to be
disregarded.
Section: 824 Time specified for purposes of sections 828(7)(b), 829(5)(a), 831(7)(b) and 832(5)(a)
L.N. 163 of 2013 03/03/2014
(1) This section specifies— (a) the time, in relation to a document or information sent or supplied to a company by another person, for the
purposes of sections 828(7)(b) and 829(5)(a); and (b) the time, in relation to a document or information sent or supplied by a company to another person, for the
purposes of sections 831(7)(b) and 832(5)(a). (2) The time is whichever is the later of the following—
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(a) the second business day after the day on which the document or information is sent or supplied; (b) the time set out in subsection (3) or (4).
(3) If that other person is not a company, the time set out for the purposes of subsection (2)(b) is— (a) where that other person is a member of the company, the time specified for the purpose in the company’s
articles; (b) where that other person is a debenture holder of the company, the time specified for the purpose in the
instrument creating the debenture; or (c) where that other person is not such a member or holder, the time specified for the purpose in any agreement
between the person and the company. (4) If that other person is a company, the time set out for the purposes of subsection (2)(b) is—
(a) where that other person is a member of the company, the time specified for the purpose in the company’s articles;
(b) where the company is a member of that other person, the time specified for the purpose in the person’s articles;
(c) where that other person is a debenture holder of the company or where the company is a debenture holder of that other person, the time specified for the purpose in the instrument creating the debenture; or
(d) where neither that other person nor the company is such a member or holder, the time specified for the purpose in any agreement between the person and the company.
Section: 825 Address specified for purposes of sections 831(3)(b)(iii) and 832(2)(b)
L.N. 163 of 2013 03/03/2014
(1) This section specifies the address, in relation to a document or information sent or supplied by a company to another person, for the purposes of sections 831(3)(b)(iii) and 832(2)(b).
(2) Subject to subsections (3) and (4), the address is— (a) an address specified for the purpose by that other person generally or specifically; or (b) an address to which a provision of this Ordinance authorizes or requires the document or information to be
sent or supplied. (3) If that other person (whether or not a company) is a member, debenture holder, director or company secretary of
the company, the address is— (a) the address specified in subsection (2); or (b) the person’s address as shown in the company’s register of members, register of debenture holders,
register of directors or register of company secretaries. (4) If that other person is a company and is not a person covered by subsection (3), the address is—
(a) the address specified in subsection (2); or (b) its registered office.
(5) If the company is unable to obtain an address specified in subsection (2), (3) or (4), the address is that other person’s address last known to the company.
Section: 826 Effect of this Part on sending documents etc. to Registrar L.N. 163 of 2013 03/03/2014
In its application in relation to documents or information to be sent or supplied to the Registrar, this Part has effect subject to Part 2.
Part: Division:
18 2
Service of Document on Company L.N. 163 of 2013 03/03/2014
Section: 827 Service of document L.N. 163 of 2013 03/03/2014
A document may be served on a company by leaving it at, or sending it by post to, the company’s registered office.
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Part: Division:
18 3
Other Communication to Company by Person who is not Company
L.N. 163 of 2013 03/03/2014
Section: 828 Communication in electronic form L.N. 163 of 2013 03/03/2014
(1) This section applies if a document or information is sent or supplied, in electronic form, to a company by a person who is not a company.
(2) The document or information is sent or supplied to the company for the purposes of an applicable provision if— (a) the company—
(i) has agreed, generally or specifically, that the document or information may be sent or supplied to it in electronic form and has not revoked the agreement; or
(ii) is to be regarded under a provision of this Ordinance as having so agreed; (b) the document or information is sent or supplied—
(i) by electronic means to an address— (A) specified for the purpose by the company generally or specifically; or (B) regarded under a provision of this Ordinance as having been so specified for the purpose; or
(ii) by hand or by post to an address specified in subsection (4); and (c) the document or information is sent or supplied in a form, and by a means, that, in the person’s reasonable
opinion, will enable the recipient— (i) to read the document or information, or, to the extent that it consists of images, to see the document or
information, with the naked eye or with the eye with suitable corrective lens; and (ii) to retain a copy of the document or information.
(3) The company has not revoked the agreement for the purposes of subsection (2)(a)(i) unless it has given the person a notice of revocation of not less than the period specified in section 822.
(4) The address specified for the purposes of subsection (2)(b)(ii) is— (a) an address specified for the purpose by the company generally or specifically; (b) the company’s registered office; or (c) an address to which a provision of this Ordinance authorizes or requires the document or information to be
sent or supplied. (5) For the purposes of an applicable provision that authorizes or requires the document or information to be
authenticated, the document or information is sufficiently authenticated if— (a) the person’s identity is confirmed in a manner specified by the company; or (b) where no manner has been specified, the communication contains or is accompanied by a statement of the
person’s identity, and the company has no reason to doubt the truth of the statement. (6) If the document or information is sent or supplied by a person on behalf of another, subsection (5) does not
affect any provision of the company’s articles under which the company may require reasonable evidence of the former’s authority to act on behalf of the latter.
(7) If the document or information is sent or supplied to a company for the purposes of an applicable provision, it is to be regarded as being received by the company— (a) where the document or information is sent or supplied by electronic means, at the end of the period
specified in section 823 after it is sent or supplied, unless the contrary is proved; (b) where the document or information is sent or supplied by post, at the time specified in section 824, unless
the contrary is proved; or (c) where the document or information is sent or supplied by hand, at the time when the document or
information is delivered.
Section: 829 Communication in hard copy form L.N. 163 of 2013 03/03/2014
(1) This section applies if a document or information is sent or supplied, in hard copy form, to a company by a person who is not a company.
(2) The document or information is sent or supplied to the company for the purposes of an applicable provision if the document or information is sent or supplied by hand or by post to—
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(a) an address specified for the purpose by the company generally or specifically; (b) the company’s registered office; or (c) an address to which a provision of this Ordinance authorizes or requires the document or information to be
sent or supplied. (3) For the purposes of an applicable provision that authorizes or requires the document or information to be
authenticated, the document or information is sufficiently authenticated if it is signed by the person. (4) If the document or information is sent or supplied by a person on behalf of another, subsection (3) does not
affect any provision of the company’s articles under which the company may require reasonable evidence of the former’s authority to act on behalf of the latter.
(5) If the document or information is sent or supplied to a company for the purposes of an applicable provision, it is to be regarded as being received by the company— (a) where the document or information is sent or supplied by post, at the time specified in section 824, unless
the contrary is proved; or (b) where the document or information is sent or supplied by hand, at the time when the document or
information is delivered.
Section: 830 Communication in other forms L.N. 163 of 2013 03/03/2014
(1) This section applies if a document or information is sent or supplied, otherwise than in electronic or hard copy form, to a company by a person who is not a company.
(2) The document or information is sent or supplied to the company for the purposes of an applicable provision if the document or information is sent or supplied in a form or manner that has been agreed by the company
Part: Division:
18 4
Other Communication by Company to Another Person L.N. 163 of 2013 03/03/2014
Section: 831 Communication in electronic form L.N. 163 of 2013 03/03/2014
(1) Subject to subsection (2), this section applies if a document or information is sent or supplied, in electronic form, by a company to another person.
(2) This section does not apply if the document or information is sent or supplied by the company to that other person by making it available on a website.
(3) The document or information is sent or supplied to that other person for the purposes of an applicable provision if— (a) that other person—
(i) where that other person is not a company, has agreed, generally or specifically, that the document or information may be sent or supplied to the person in electronic form and has not revoked the agreement; or
(ii) where that other person is a company, has so agreed and has not revoked the agreement, or is to be regarded under a provision of this Ordinance as having so agreed;
(b) the document or information is sent or supplied— (i) by electronic means to an address—
(A) where that other person is not a company, specified for the purpose by that other person generally or specifically; or
(B) where that other person is a company, so specified for the purpose, or regarded under a provision of this Ordinance as having been so specified for the purpose;
(ii) by hand to that other person; or (iii) by hand or by post to an address specified in section 825; and
(c) the document or information is sent or supplied in a form, and by a means, that, in the company’s reasonable opinion, will enable the recipient— (i) to read the document or information, or, to the extent that it consists of images, to see the document or
information, with the naked eye or with the eye with suitable corrective lens; and
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(ii) to retain a copy of the document or information. (4) That other person has not revoked the agreement for the purposes of subsection (3)(a) unless the person has
given the company a notice of revocation of not less than the period specified in section 822. (5) For the purposes of an applicable provision that authorizes or requires the document or information to be
authenticated, the document or information is sufficiently authenticated if— (a) the company’s identity is confirmed in a manner specified by that other person; or (b) where no manner has been specified, the communication contains or is accompanied by a statement of the
company’s identity, and that other person has no reason to doubt the truth of the statement. (6) If the document or information is sent or supplied by a person on behalf of the company to another company,
subsection (5) does not affect any provision of that other company’s articles under which that other company may require reasonable evidence of the person’s authority to act on behalf of the company for which the document or information is sent or supplied.
(7) If the document or information is sent or supplied to that other person for the purposes of an applicable provision, it is to be regarded as being received by that other person— (a) where the document or information is sent or supplied by electronic means, at the end of the period
specified in section 823 after it is sent or supplied, unless the contrary is proved; (b) where the document or information is sent or supplied by post, at the time specified in section 824, unless
the contrary is proved; or (c) where the document or information is sent or supplied by hand, at the time when the document or
information is delivered.
Section: 832 Communication in hard copy form L.N. 163 of 2013 03/03/2014
(1) This section applies if a document or information is sent or supplied, in hard copy form, by a company to another person.
(2) The document or information is sent or supplied to that other person for the purposes of an applicable provision if the document or information is sent or supplied— (a) by hand to that other person; or (b) by hand or by post to an address specified in section 825.
(3) For the purposes of an applicable provision that authorizes or requires the document or information to be authenticated, the document or information is sufficiently authenticated if it is signed by a director or company secretary of the company or by an officer of the company authorized for the purpose.
(4) If the document or information is sent or supplied by a person on behalf of the company to another company, subsection (3) does not affect any provision of that other company’s articles under which that other company may require reasonable evidence of the person’s authority to act on behalf of the company for which the document or information is sent or supplied.
(5) If the document or information is sent or supplied to that other person for the purposes of an applicable provision, it is to be regarded as being received by that other person— (a) where the document or information is sent or supplied by post, at the time specified in section 824, unless
the contrary is proved; or (b) where the document or information is sent or supplied by hand, at the time when the document or
information is delivered.
Section: 833 Communication by means of website L.N. 163 of 2013 03/03/2014
(1) Subject to subsection (2), this section applies if a document or information is sent or supplied by a company to another person by making it available on a website.
(2) This section does not apply if the document or information is sent or supplied by a member of a company to the company.
(3) The document or information is sent or supplied to that other person for the purposes of an applicable provision if— (a) that other person—
(i) has agreed, generally or specifically, that the document or information may be sent or supplied by the
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company to the person by making it available on a website, or is to be regarded under subsection (4) or (5) as having so agreed; and
(ii) has not revoked the agreement; (b) the document or information is sent or supplied in a form, and by a means, that, in the company’s
reasonable opinion, will enable the recipient— (i) to read the document or information, or, to the extent that it consists of images, to see the document or
information, with the naked eye or with the eye with suitable corrective lens; and (ii) to retain a copy of the document or information;
(c) subject to subsection (10), the company has notified that other person of the matters specified in subsection (8); and
(d) the company has made the document or information available on the website throughout— (i) the period specified by the applicable provision; or (ii) where no period is specified, the period of 28 days beginning on the date on which the notification
under paragraph (c) is sent to that other person. (4) For the purposes of subsection (3)(a)(i), a person who is a member of the company is, subject to subsection (11),
to be regarded as having agreed that the document or information may be sent or supplied by the company to the person by making it available on a website if— (a) the company’s members have resolved, or the company’s articles contain a provision to the effect, that
documents or information generally may be so sent or supplied by the company to its members; (b) subject to subsection (10), the company has individually requested the person to agree that documents or
information generally, or the document or information, may be so sent or supplied by the company to the person and has not received a response to the request within 28 days beginning on the date on which the request was sent; and
(c) subject to subsection (10), the request— (i) stated clearly the effect of a failure to respond within those 28 days; and (ii) was sent at least 12 months after any prior request made to the person for the purposes of paragraph (b)
in respect of the same or a similar class of documents or information. (5) For the purposes of subsection (3)(a)(i), a person who is a debenture holder of the company is, subject to
subsection (11), to be regarded as having agreed that the document or information may be sent or supplied by the company to the person by making it available on a website if— (a) the instrument creating the debenture contains a provision to the effect, or the equivalent debenture holders
have resolved in accordance with the provisions of that instrument, that documents or information generally may be so sent or supplied by the company to those holders;
(b) subject to subsection (10), the company has individually requested the person to agree that documents or information generally, or the document or information, may be so sent or supplied by the company to the person and has not received a response to the request within 28 days beginning on the date on which the request was sent; and
(c) subject to subsection (10), the request— (i) stated clearly the effect of a failure to respond within those 28 days; and (ii) was sent at least 12 months after any prior request made to the person for the purposes of paragraph (b)
in respect of the same or a similar class of documents or information. (6) That other person has not revoked the agreement for the purposes of subsection (3)(a)(ii) unless the person has
given the company a notice of revocation of not less than the period specified in section 822. (7) For the purposes of subsection (3)(c), if the applicable provision specifies the time by which or the period within
which the notification is to be sent, the notification must be sent by that time or within that period. (8) The matters specified for the purposes of subsection (3)(c) are—
(a) the presence of the document or information on the website; (b) if the document or information is not available on the website on the date of the notification, the date on
which it will be so available; (c) the address of the website; (d) the place on the website where the document or information may be accessed; and (e) how to access the document or information.
(9) For the purposes of subsection (3)(d), a failure to make a document or information available on a website throughout the period mentioned in that subsection is to be disregarded if—
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(a) the document or information is made available on the website for part of that period; and (b) the failure is wholly attributable to circumstances that it would not be reasonable to have expected the
company to prevent or avoid. (10) Subsections (3)(c), (4)(b) and (c) and (5)(b) and (c) do not apply if—
(a) that other person— (i) where that other person is not a company—
(A) has not agreed that the document or information may be sent or supplied to the person in electronic form for the purposes of section 831(3)(a)(i); or
(B) has not specified an address to which the document or information may be sent or supplied to the person for the purposes of section 831(3)(b)(i)(A); or
(ii) where that other person is a company, has not so agreed or specified or is not regarded under a provision of this Ordinance as having so agreed or specified; and
(b) any document or information has been sent or supplied, in hard copy form, by the company to that other person by post to an address specified for the purposes of section 832(2)(b), and it has been returned by the post office as undeliverable at the address.
(11) For the purposes of subsections (4) and (5), a person is not to be regarded as having agreed that the document or information may be sent or supplied by the company to the person by making it available on a website if— (a) in the case of subsection (4), except where subsection (4)(b) does not apply by virtue of subsection (10), it
is proved that the person has not received the request under subsection (4)(b); or (b) in the case of subsection (5), except where subsection (5)(b) does not apply by virtue of subsection (10), it
is proved that the person has not received the request under subsection (5)(b). (12) If the document or information is sent or supplied to that other person for the purposes of an applicable provision
—
(a) it is to be regarded as being sent or supplied on whichever is the later of the following— (i) the date on which the document or information is first made available on the website; (ii) the date on which a notification under subsection (3)(c) is sent; and
(b) it is to be regarded as being received by that other person at the end of the period specified in section 823 after whichever is the later of the following— (i) the time when the document or information is first made available on the website; (ii) the time when that other person receives a notification under subsection (3)(c).
(13) In this section— equivalent debenture holders(相應債權證持有人), in relation to a person to whom a document or information is sent
or supplied by a company, means the debenture holders of the company ranking equally for all purposes with the person.
Section: 834 Communication in other forms L.N. 163 of 2013 03/03/2014
(1) This section applies if a document or information is sent or supplied by a company to another person otherwise than in electronic or hard copy form or by making it available on a website.
(2) The document or information is sent or supplied to that other person for the purposes of an applicable provision if the document or information is sent or supplied in a form or manner that has been agreed by that other person.
Section: 835 Joint holders of shares or debentures L.N. 163 of 2013 03/03/2014
(1) This section applies if— (a) a provision of this Ordinance authorizes or requires a document or information to be sent or supplied by a
company to the holders of its shares or debentures; and (b) a document or information is required to be sent to joint holders of the shares or debentures.
(2) Subject to anything in the company’s articles, the document or information is sent or supplied to the joint holders for the purposes of the provision if the document or information is sent or supplied to— (a) each of the joint holders; or (b) the holder whose name appears first in the company’s register of members or register of debenture
holders.
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(3) Subject to anything in the company’s articles, anything to be agreed or specified by the holders for the purposes of this Division must be agreed or specified by all the joint holders.
Section: 836 Death or bankruptcy of holder of shares L.N. 163 of 2013 03/03/2014
(1) This section applies if— (a) a provision of this Ordinance authorizes or requires a document or information to be sent or supplied by a
company to the holders of its shares; and (b) a holder of the shares is dead or bankrupt.
(2) Subject to anything in the company’s articles, the document or information is sent or supplied to that holder for the purposes of the provision if the document or information— (a) is sent or supplied to the persons claiming to be entitled to the shares in consequence of the death or
bankruptcy by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description, at the address within Hong Kong supplied for the purpose by the persons so claiming; or
(b) until such an address has been so supplied, is sent or supplied in any manner in which it might have been sent or supplied if the death or bankruptcy had not occurred.
Section: 837 Member or debenture holder may require hard copy L.N. 163 of 2013 03/03/2014
(1) A member or debenture holder of a company may, within 28 days after the date of receiving from the company a document or information, otherwise than in hard copy form, request the company to send or supply to the member or holder the document or information in hard copy form.
(2) The company must send or supply to the member or holder the document or information in hard copy form, free of charge— (a) within 21 days after the date of receiving the request; or (b) if the document or information requires an action to be taken by the member or holder, within 7 days after
the date of receiving the request. (3) If a company contravenes subsection (2), the company, and every responsible person of the company, commit an
offence, and each is liable to a fine at level 3.
Part: 19 Investigations and Enquiries L.N. 163 of 2013 03/03/2014
(*Format changes—E.R. 1 of 2013) ____________________________________________________________________________ Note: * The format of Part 19 has been updated to the current legislative styles.
Part: Division:
19 1
Preliminary L.N. 163 of 2013 03/03/2014
Section: 838 Interpretation L.N. 163 of 2013 03/03/2014
(1) In this Part— agent (代理人) , in relation to a company, includes—
(a) a banker or solicitor of the company; and (b) a person, whether an officer of the company or not, who is engaged as an auditor of the company;
authorized institution (認可機構) has the meaning given by section 2(1) of the Banking Ordinance (Cap 155); books (簿冊) includes accounts and accounting information, however compiled or stored, and whether or not recorded
in a legible form; delegate (獲轉授人) —
(a) in relation to an inspector, means a person to whom the inspector has delegated any power under section 850(1);
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(b) in relation to the Financial Secretary, means a person to whom the Financial Secretary has delegated any power under section 870;
(c) in relation to the Registrar, means a public officer to whom the Registrar has delegated any power under section 874;
document (文件) means— (a) any register, books or tape recording; (b) any input or output, in whatever form, into or from an information system; and (c) any other document or similar material (whether produced mechanically, electronically, magnetically,
optically, manually or by any other means); information (資料) includes—
(a) data, text, images, sound codes, computer programmes, software and databases; and (b) any combination of the things mentioned in paragraph (a);
inspector (審查員) means— (a) a person appointed under section 840 or 841 to investigate a company’s affairs; or (b) a person appointed under section 853 to continue an investigation;
officer (高級人員) , in relation to a body corporate, means a director, manager or company secretary of, or any other person involved in the management of, the body corporate;
record (紀錄) means any record of information (however compiled or stored) and includes— (a) any books, deed, contract, agreement, voucher and receipt; (b) any document or other material used with or produced by an information system; (c) any information that is recorded otherwise than in a legible form but is capable of being reproduced in a
legible form; (d) any document, disc, tape, sound track or other device in which sounds or other data (not being visual
images) are embodied so as to be capable (with or without the aid of other equipment) of being reproduced; and
(e) any film (including a microfilm), disc, tape or other device in which visual images are embodied so as to be capable (with or without the aid of other equipment) of being reproduced.
(2) For the purposes of this Part, a body corporate is an associated body corporate of a company if— (a) the body corporate and the company are members of the same group of companies; or (b) the body corporate and the company are substantially controlled by the same person.
Part: Division:
19 2
Investigation of Company’s Affairs by Inspectors L.N. 163 of 2013 03/03/2014
Part: Division: Subdivision:
19 2 1
Preliminary L.N. 163 of 2013 03/03/2014
Section: 839 Interpretation L.N. 163 of 2013 03/03/2014
In this Division— company (公司) —
(a) in section 840, includes a registered non-Hong Kong company; (b) in section 841, includes a non-Hong Kong company;
final report (最終報告) means the final report mentioned in section 856; interim report (中期報告) means the interim report mentioned in section 855; investigation (調查) means an investigation into a company’s affairs under section 840 or 841.
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Part: Division: Subdivision:
19 2 2
Appointment by Financial Secretary of Inspectors to Investigate Company’s Affairs
L.N. 163 of 2013 03/03/2014
Section: 840 Appointment of inspector on application by company or members
L.N. 163 of 2013 03/03/2014
(1) The Financial Secretary may, on application by a company, appoint a person to investigate the company’s affairs if the company has by special resolution declared that the company’s affairs ought to be so investigated.
(2) The Financial Secretary may also appoint a person to investigate a company’s affairs— (a) for a company having a share capital, on application by—
(i) at least 100 members; or (ii) members holding at least 10% of the shares issued; or
(b) for a company not having a share capital, on application by at least 10% in number of the persons on the company’s register of members.
(3) An application for the purposes of subsection (1) or (2) must be supported by the evidence required by the Financial Secretary to show that the applicant has good reason for requesting the investigation.
(4) The Financial Secretary must not appoint a person under subsection (1) or (2) to investigate a company’s affairs unless the Financial Secretary is satisfied that it is in the public interest to do so.
(5) The Financial Secretary may, before making an appointment under subsection (1) or (2), require an applicant for an appointment under subsection (1) or (2) to give security for the payment of the expenses of the investigation, in an amount specified by the Financial Secretary.
Section: 841 Appointment of inspector on Court’s or Financial Secretary’s initiative
L.N. 163 of 2013 03/03/2014
(1) The Financial Secretary must appoint a person to investigate a company’s affairs if the Court by order declares that the company’s affairs ought to be so investigated.
(2) The Financial Secretary may appoint a person to investigate a company’s affairs if it appears to the Financial Secretary that there are circumstances suggesting that— (a) the company was formed for a fraudulent or unlawful purpose; (b) the company’s affairs are being or have been conducted—
(i) in a manner unfairly prejudicial to the interests of its members generally or of one or more members; (ii) with intent to defraud its creditors or the creditors of any other person; or (iii) for any other fraudulent or unlawful purpose; or
(c) the persons concerned with the formation of the company or the management of its affairs have, in relation to the formation or management, engaged in fraud, misfeasance or other misconduct towards it, its members or its creditors.
(3) The Financial Secretary must not appoint a person under subsection (2) to investigate a company’s affairs unless the Financial Secretary is satisfied that it is in the public interest to do so.
(4) The Financial Secretary may appoint a person under subsection (2) to investigate a company’s affairs even though the company is in the course of being wound up voluntarily.
Section: 842 Notice of appointment as inspector to be delivered to Registrar
L.N. 163 of 2013 03/03/2014
(1) A person who is appointed as an inspector under section 840 or 841 must deliver a notice of the appointment to the Registrar for registration.
(2) The notice must be delivered to the Registrar within 15 days after the date of the appointment and must be in the specified form.
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Part: Division: Subdivision:
19 2 3
Financial Secretary’s Powers to Give Directions to Inspectors
L.N. 163 of 2013 03/03/2014
Section: 843 General power of Financial Secretary to give directions regarding investigation
L.N. 163 of 2013 03/03/2014
(1) The Financial Secretary may give directions to an inspector regarding an investigation. (2) The Financial Secretary may give directions under this section—
(a) on the Financial Secretary’s own initiative; or (b) at the request of the inspector.
(3) The Financial Secretary may vary or revoke any directions given under this section.
Section: 844 Financial Secretary may give directions regarding subject matter of investigation etc.
L.N. 163 of 2013 03/03/2014
(1) Without limiting section 843, the Financial Secretary may give directions to an inspector with respect to any or all of the following— (a) the terms or subject matter of the investigation (whether by reference to a specified area of a company’s
operation, a specified transaction, a specified period of time or otherwise); (b) the matters the inspector must take into account or must not take into account in conducting the
investigation; (c) the steps the inspector must take or must not take in conducting the investigation.
(2) Without limiting section 843, the Financial Secretary may also give directions to an inspector to require that the interim report or final report of the investigation— (a) is to include the inspector’s opinion with respect to a specified matter; (b) is not to make reference to a specified matter; (c) is to be made in a specified form or manner; or (d) is to be completed by a specified date.
(3) In this section— specified(指明) means specified in directions given under this section.
Section: 845 Financial Secretary may give directions to terminate or suspend investigation
L.N. 163 of 2013 03/03/2014
(1) Without limiting section 843, the Financial Secretary may, at any time before the completion of an investigation, direct the inspector— (a) to terminate the investigation; or (b) to suspend the investigation for a period as specified by the Financial Secretary.
(2) If the inspector is appointed under section 841(1), the Financial Secretary must not give directions under subsection (1)(a) unless— (a) it appears to the Financial Secretary that—
(i) matters have come to light in the course of the investigation which suggest that a criminal offence under the laws of Hong Kong has been committed; and
(ii) those matters have been referred to a law enforcement agency; or (b) the giving of the directions is approved by the Court.
Part: Division: Subdivision:
19 2 4
Inspectors’ Powers L.N. 163 of 2013 03/03/2014
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Section: 846 Inspector may require production of records and documents etc.
L.N. 163 of 2013 03/03/2014
(1) An inspector appointed to investigate a company’s affairs may, by notice in writing, require any of the persons specified in subsection (2) to do any or all of the following— (a) produce, within the time and at the place specified in the notice, any record or document specified in the
notice that— (i) is or may be relevant to the investigation; and (ii) is in the person’s custody or power;
(b) take all reasonable steps to preserve the record or document before it is produced to the inspector; (c) attend before the inspector at the time and place specified in the notice, and answer any question, whether
on oath or otherwise, relating to any matter under investigation that the inspector may raise with the person; (d) answer any question relating to any matter under investigation that is specified in the notice; (e) give the inspector all other assistance in connection with the investigation that the person is reasonably able
to give. (2) The persons are—
(a) the company; (b) an officer or former officer of the company; (c) an agent or former agent of the company; (d) a person whom the inspector has reasonable grounds to believe—
(i) to be in possession of any record or document that contains, or is likely to contain, information relevant to the investigation; or
(ii) otherwise to be in possession of that information. (3) An inspector must not require an authorized institution to produce any record or document, or disclose any
information, relating to the affairs of a customer of the institution under subsection (1) unless— (a) the inspector has reasonable grounds to believe that the customer may be able to provide information
relevant to the investigation; and (b) the inspector is satisfied that the production or disclosure is necessary for the purposes of the investigation
and so certifies in writing. (4) In subsection (1)(b), a reference to preserving a record or document includes preventing a person from—
(a) removing, disposing of or destroying the record or document; (b) erasing, adding to or altering in any other manner an entry or other particulars contained in the record or
document; or (c) interfering in any other manner with, or causing or permitting any other person to interfere with, the record
or document. (5) An inspector may administer an oath to any person for the purposes of subsection (1)(c).
Section: 847 Inspector may require production of director’s accounts L.N. 163 of 2013 03/03/2014
(1) If an inspector appointed to investigate a company’s affairs has reasonable grounds to believe that a director or former director of the company maintains or has maintained an account specified in subsection (2), the inspector may, by notice in writing, require the director or former director to produce to the inspector all documents relating to the account that are in the possession, or under the control, of the director or former director.
(2) The account is one of whatever description maintained by the director or former director (whether alone or jointly with any other person) with a bank, deposit-taking company or similar financial institution (whether in Hong Kong or elsewhere), into or out of which there has been paid— (a) any emolument, retirement benefit or compensation in respect of the directorship, particulars of which are
not contained in the notes to the financial statements of the company for any financial year, contrary to section 383;
(b) any loan or quasi-loan in favour of the director or former director, or any money that has resulted from or has been used in the financing of any dealing in favour of the director or former director, particulars of which are not contained in the notes to the financial statements of the company for any financial year, contrary to section 383; or
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(c) any money that has been in any way connected with any misconduct of the director or former director (whether fraudulent or not) towards the company or its members.
Section: 848 Provisions supplementary to sections 846 and 847: powers to require explanation etc.
L.N. 163 of 2013 03/03/2014
(1) If a person produces a record or document in compliance with a requirement imposed under section 846 or 847, the inspector may— (a) make copies, or otherwise record the details, of the record or document; and (b) by notice in writing, require the person to provide any information or explanation in respect of the record or
document. (2) If a person gives any answer or provides any information or explanation in compliance with a requirement
imposed under subsection (1) or section 846, the inspector may, by notice in writing, further require the person to verify, within the time specified in that further requirement, the answer, information or explanation by a statutory declaration.
(3) If a person does not give any answer or provide any information or explanation in compliance with a requirement imposed under subsection (1) or section 846 for the reason that the answer, information or explanation is not within the person’s knowledge or in the person’s possession, the inspector may, by notice in writing, further require the person to verify, within the time specified in that further requirement, that reason and fact by a statutory declaration.
(4) A statutory declaration mentioned in subsection (2) or (3) may be taken by the inspector.
Section: 849 Inspector may exercise powers in relation to associated body corporate
L.N. 163 of 2013 03/03/2014
If an inspector appointed to investigate a company’ s affairs considers it necessary for the purposes of the investigation, the inspector may also exercise any or all of the powers under sections 846, 847 and 848 in relation to an associated body corporate of the company, as if the references to a company in those sections were references to an associated body corporate.
Section: 850 Delegation of powers by inspector L.N. 163 of 2013 03/03/2014
(1) An inspector appointed to investigate a company’s affairs may delegate in writing any or all of the powers conferred under sections 846, 847 and 848 to another person.
(2) An inspector may delegate powers under subsection (1) in relation to the company or an associated body corporate of the company.
(3) If 2 or more inspectors are appointed to investigate a company’s affairs, the power under subsection (1) is exercisable by each of them.
Part: Division: Subdivision:
19 2 5
Resignation, Removal and Replacement of Inspectors L.N. 163 of 2013 03/03/2014
Section: 851 Resignation of inspector L.N. 163 of 2013 03/03/2014
An inspector may resign by notice in writing to the Financial Secretary.
Section: 852 Revocation of appointment of inspector by Financial Secretary
L.N. 163 of 2013 03/03/2014
The Financial Secretary may revoke the appointment of an inspector by notice in writing to the inspector.
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Section: 853 Appointment of replacement inspector L.N. 163 of 2013 03/03/2014
(1) If an inspector dies or resigns, or an inspector’s appointment is revoked, the Financial Secretary may appoint another person to continue the investigation.
(2) For the purposes of this Division (except this section), a person appointed to continue an investigation under subsection (1)— (a) is to be regarded as having been appointed under the provision of this Division under which the former
inspector was appointed; and (b) is subject to any direction given to the former inspector under this Division that has not been revoked.
Section: 854 Former inspector must hand over documents etc. L.N. 163 of 2013 03/03/2014
(1) This section applies to— (a) an inspector to whom the Financial Secretary has given a direction to terminate the investigation under
section 845(1)(a); or (b) a person—
(i) who has resigned as an inspector; or (ii) whose appointment as an inspector has been revoked.
(2) The inspector or person must produce any document that the inspector or person has obtained or generated during the course of the investigation to— (a) the Financial Secretary; or (b) if directed by the Financial Secretary—
(i) a person appointed to continue the investigation under section 853(1); or (ii) a person referred to in section 881(2)(a) or (b).
(3) The inspector or person must also, if directed by the Financial Secretary, inform— (a) the Financial Secretary; (b) a person appointed to continue the investigation under section 853(1); or (c) a person referred to in section 881(2)(a) or (b), of any matter that came to the inspector’s or person’s knowledge as a result of the investigation.
(4) A document mentioned in subsection (2) must be produced in a form as directed by the Financial Secretary.
Part: Division: Subdivision:
19 2 6
Reports by Inspectors L.N. 163 of 2013 03/03/2014
Section: 855 Interim report to be made by inspector etc. L.N. 163 of 2013 03/03/2014
(1) An inspector— (a) must, if directed by the Financial Secretary, prepare an interim report on the investigation; and (b) may at any time prepare an interim report on the investigation if the inspector considers it appropriate to do
so. (2) If an inspector is directed under section 845(1)(a) to terminate an investigation, any direction previously given
by the Financial Secretary referred to in subsection (1)(a) ceases to have effect. (3) An interim report must be delivered to the Financial Secretary within the time directed by the Financial
Secretary or, in the absence of directions, within a reasonable time after it is prepared. (4) An inspector must, within a reasonable time after the delivery of an interim report to the Financial Secretary,
deliver to the Registrar for registration a notice of that fact in the specified form. (5) Irrespective of whether an interim report has been or will be prepared, an inspector—
(a) may, at any time in the course of the investigation, inform the Financial Secretary of any matter that comes to the inspector’s knowledge as a result of the investigation; and
(b) must inform the Financial Secretary of any matter that comes to the inspector’s knowledge as a result of the investigation, if directed to do so by the Financial Secretary.
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Section: 856 Final report to be made by inspector etc. L.N. 163 of 2013 03/03/2014
(1) An inspector must, on the completion of the investigation, prepare a final report on the investigation. (2) An inspector who is directed under section 845(1)(a) to terminate an investigation must still prepare a final
report on the investigation if directed to do so— (a) where the inspector is appointed under section 840(1) or (2) or 841(2), by the Financial Secretary; or (b) where the inspector is appointed under section 841(1), by the Court.
(3) A final report must be delivered to the Financial Secretary within the time directed by the Financial Secretary or, in the absence of directions, within a reasonable time after it is prepared.
(4) An inspector must, within a reasonable time after the delivery of a final report to the Financial Secretary, deliver to the Registrar for registration a notice of that fact in the specified form.
Section: 857 Interim report or final report may cover affairs of associated body corporate
L.N. 163 of 2013 03/03/2014
If an inspector appointed to investigate a company’s affairs or a delegate of the inspector has exercised any of the powers under section 846, 847 or 848 in relation to an associated body corporate of the company, the inspector must also report on the affairs of that body corporate in the interim report or final report, so far as the inspector considers that the affairs of that body corporate are relevant to the investigation.
Section: 858 Inspector must send report to affected persons etc. L.N. 163 of 2013 03/03/2014
(1) If, in the opinion of an inspector appointed to investigate a company’s affairs, any person named in an interim report or final report on the investigation would in the event of a publication or other disclosure of the report, or any part of the report, be adversely affected by the publication or disclosure, the inspector must, before delivering the report to the Financial Secretary— (a) send the draft report or that part of the draft report to the person; and (b) give the person a reasonable opportunity to be heard.
(2) Before an inspector sends a draft interim report or final report, or part of the draft report, to a person under subsection (1), the inspector may— (a) cause any passages in the draft report or that part of the draft report to be concealed from view or to be
obliterated; and (b) require the person to keep the draft report or that part of the draft report confidential.
Section: 859 Financial Secretary to file copies of inspector’s report with Court
L.N. 163 of 2013 03/03/2014
(1) As soon as practicable after receiving an interim report or final report from an inspector appointed under section 841(1), the Financial Secretary must file a copy of the report with the Court.
(2) The Financial Secretary may, before filing a copy of an interim report or final report with the Court under subsection (1), specify the period and manner in which access to the report is to be restricted.
Section: 860 Financial Secretary may send copies of inspector’s report to applicants of investigation etc.
L.N. 163 of 2013 03/03/2014
(1) After receiving an interim report or final report from an inspector appointed to investigate a company’s affairs, the Financial Secretary may— (a) send a copy of the report to the company at its registered office; or (b) on request and on receipt of the prescribed fee, send a copy of the report to—
(i) a member of the company or a member of its associated body corporate the affairs of which are reported in the report under section 857;
(ii) the auditors of the company or body corporate;
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(iii) a person whose conduct is mentioned in the report; (iv the applicant for the investigation; or (v) any other person whose financial interest appears to the Financial Secretary to be affected by the
matters dealt with in the report, whether as a creditor of the company or body corporate, or a possible investor or otherwise.
(2) Before sending a copy of an interim report or final report to any person under subsection (1), the Financial Secretary may— (a) cause any passage in the report to be concealed from view or to be obliterated; and (b) require the person to keep the copy of the report confidential.
Section: 861 Publication of inspector’s report L.N. 163 of 2013 03/03/2014
(1) The Financial Secretary may publish, either in whole or in part, any interim report or final report delivered to the Financial Secretary under this Division.
(2) The Financial Secretary must deliver to the Registrar for registration a copy of any interim report or final report, or any part of an interim report or final report, that is published under subsection (1) as soon as practicable after it is published.
(3) In this section— publish(發表) includes distribute, make available and disseminate.
Section: 862 Inspector’s report to be evidence L.N. 163 of 2013 03/03/2014
In any civil proceedings before a court (including proceedings for the disqualification of a director)— (a) a document purporting to be a copy of an interim report or final report prepared by an inspector, or a part of
such a report, and purporting to be certified by the inspector or the Financial Secretary as a true copy of the report or part, is admissible in evidence on its production without further proof; and
(b) on being admitted in evidence under paragraph (a), the document is evidence of the facts stated in the report or that part of the report.
Part: Division: Subdivision:
19 2 7
Miscellaneous L.N. 163 of 2013 03/03/2014
Section: 863 Offences for failing to comply with requirements under Subdivision 4 etc.
L.N. 163 of 2013 03/03/2014
(1) A person commits an offence if the person, without reasonable excuse, fails to comply with any requirement imposed on the person under Subdivision 4.
(2) A person commits an offence if the person, with intent to defraud, fails to comply with any requirement imposed on the person under Subdivision 4.
(3) An officer or employee of a company or body corporate on which a requirement is imposed under Subdivision 4 commits an offence if the officer or employee, with intent to defraud, causes or allows the company or body corporate to fail to comply with the requirement.
(4) A person commits an offence if the person— (a) in purported compliance with a requirement imposed on the person under Subdivision 4—
(i) produces any record or document that is false or misleading in a material particular; (ii) provides any information or explanation that is false or misleading in a material particular; or (iii) says or states anything that is false or misleading in a material particular; and
(b) knows that, or is reckless as to whether or not, the record or document, the information or explanation, or the thing said or stated, is false or misleading in a material particular.
(5) A person commits an offence if the person, with intent to defraud, in purported compliance with a requirement imposed on the person under Subdivision 4— (a) produces any record or document that is false or misleading in a material particular;
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(b) provides any information or explanation that is false or misleading in a material particular; or (c) says or states anything that is false or misleading in a material particular.
(6) An officer or employee of a company or body corporate on which a requirement is imposed under Subdivision 4 commits an offence if the officer or employee, with intent to defraud, causes or allows the company or body corporate to, in purported compliance with the requirement— (a) produce any record or document that is false or misleading in a material particular; (b) provide any information or explanation that is false or misleading in a material particular; or (c) say or state anything that is false or misleading in a material particular.
(7) A person is not excused from complying with a requirement imposed on the person under Subdivision 4 only on the ground that to do so might tend to incriminate the person.
(8) Despite anything in this Ordinance, no criminal proceedings may be instituted against a person under subsection (1), (2), (3), (4), (5) or (6) in respect of any conduct if— (a) proceedings have previously been instituted against the person for the purposes of section 864(2)(b) in
respect of the same conduct; and (b) those proceedings remain pending, or by reason of the previous institution of those proceedings, no
proceedings may again be lawfully instituted against the person for the purposes of section 864(2)(b) in respect of the same conduct.
(9) A person who commits an offence under subsection (1) is liable— (a) on conviction on indictment to a fine of $200000 and to imprisonment for one year; or (b) on summary conviction to a fine at level 5 and to imprisonment for 6 months.
(10) A person who commits an offence under subsection (2), (3), (5) or (6) is liable— (a) on conviction on indictment to a fine of $1000000 and to imprisonment for 7 years; or (b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.
(11) A person who commits an offence under subsection (4) is liable— (a) on conviction on indictment to a fine of $1000000 and to imprisonment for 2 years; or (b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.
Section: 864 Inspector may apply to Court to inquire into failure to comply with requirements under Subdivision 4
L.N. 163 of 2013 03/03/2014
(1) If a person fails to comply with a requirement imposed on the person under Subdivision 4, the inspector may, by originating summons, apply to the Court for an inquiry into the failure.
(2) The Court may, if it is satisfied that the person has without reasonable excuse failed to comply with the requirement, do any or all of the following— (a) order the person to comply with the requirement within the period specified by the Court; (b) punish the person, and any other person knowingly involved in the failure, in the same manner as if the
person and, if applicable, that other person had been guilty of contempt of court. (3) Despite anything in this Ordinance, no proceedings may be instituted against a person for the purposes of
subsection (2)(b) in respect of any conduct if— (a) criminal proceedings have previously been instituted against the person under section 863(1), (2), (3), (4),
(5) or (6) in respect of the same conduct; and (b) those criminal proceedings remain pending, or by reason of the previous institution of those criminal
proceedings, no criminal proceedings may again be lawfully instituted against the person under section 863(1), (2), (3), (4), (5) or (6) in respect of the same conduct.
Section: 865 Use of incriminating evidence in proceedings L.N. 163 of 2013 03/03/2014
(1) If an inspector or a delegate of an inspector requires a person, under Subdivision 4, to give an answer to any question or to provide any information or explanation in respect of any record or document produced, the inspector or delegate must ensure that the person has first been informed or reminded of the limitations imposed by subsection (2) on the admissibility in evidence of the inspector’s or delegate’s requirement and of the answer given, or information or explanation provided, by the person.
(2) Despite anything in this Ordinance, if the conditions specified in subsection (3) are satisfied, the inspector’s or
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delegate’s requirement and the answer given, or information or explanation provided, by the person are not admissible in evidence against the person in criminal proceedings, other than those in which the person is charged with an offence in respect of the answer, information or explanation— (a) under section 863(4), (5) or (6); (b) under Part V of the Crimes Ordinance (Cap 200); or (c) for perjury.
(3) The conditions are— (a) that the answer, information or explanation might tend to incriminate the person; and (b) that the person so claims before giving the answer, or providing the information or explanation.
Section: 866 Expenses of investigation L.N. 163 of 2013 03/03/2014
(1) The expenses of an investigation are to be defrayed in the first instance out of the general revenue but the persons mentioned in subsection (2) are liable to repay the expenses to the Government to the extent mentioned in that subsection.
(2) Those persons and the extent of their liability are as follows— (a) if, on a prosecution for an offence instituted as a result of the investigation, a person is convicted of the
offence by the court, the person is liable to repay the expenses to the Government to the extent ordered by the court;
(b) if the inspector who conducted the investigation was appointed under section 840 or 841(1), any body corporate dealt with by the interim report or final report is liable to repay the expenses to the Government to the extent directed by the Financial Secretary;
(c) if the inspector who conducted the investigation was appointed under section 840 on application by a company or members of a company, the company or any of those members who made the application are liable to repay the expenses to the Government to the extent directed by the Financial Secretary.
(3) When making an order or giving directions under a paragraph of subsection (2), the court or the Financial Secretary (as the case may be) may order or direct that 2 or more persons liable under that paragraph are to be jointly liable or jointly and severally liable for any of the expenses ordered or directed to be repaid to the Government.
(4) On making an order on the extent of a person’s liability under paragraph (a) of subsection (2), the court may further order that the person is also liable to indemnify another person against any liability to which that other person may be subject under paragraph (b) or (c) of that subsection.
(5) If the inspector who conducted the investigation was appointed under section 840 or 841(1), the interim report or final report of the investigation may, if the inspector thinks fit, include a recommendation as to the extent to which the expenses of the investigation should be repaid by a person referred to in paragraph (a), (b) or (c) of subsection (2).
(6) An inspector must include a recommendation mentioned in subsection (5) in the interim report or final report of the investigation if so directed by the Financial Secretary.
(7) The recommendation of an inspector under subsection (5) or (6)— (a) in relation to a person referred to in paragraph (a) of subsection (2)—
(i) must not be disclosed to the court until after the person has been convicted; and (ii) does not bind the court; and
(b) in relation to a person referred to in paragraph (b) or (c) of subsection (2), does not bind the Financial Secretary.
(8) For the purposes of this section, the expenses of an investigation include— (a) reasonable expenses incidental to the investigation; and (b) such reasonable sums for general staff costs and overhead expenses of the Government, and for the cost of
insurance for the inspector, as are determined by the Financial Secretary. (9) An amount that is repayable to the Government under subsection (2) is recoverable as a civil debt due to the
Government.
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Part: Division:
19 3
Enquiry into Company’s Affairs by Financial Secretary L.N. 163 of 2013 03/03/2014
Section: 867 Interpretation L.N. 163 of 2013 03/03/2014
In this Division— company (公司) —
(a) in section 868(a), includes a registered non-Hong Kong company; (b) in section 868(b), includes a non-Hong Kong company.
Section: 868 Circumstances under which Financial Secretary may enquire into company’s affairs
L.N. 163 of 2013 03/03/2014
The Financial Secretary may enquire into a company’s affairs if— (a) the Financial Secretary considers that doing so would assist the Financial Secretary in deciding whether to
appoint an inspector under section 840(2); or (b) it appears to the Financial Secretary that there is a good reason for doing so.
Section: 869 Financial Secretary may require production of records and documents etc.
L.N. 163 of 2013 03/03/2014
(1) For the purpose of enquiring into a company’s affairs under section 868, if the Financial Secretary considers that a record or document is or may be relevant to the enquiry, the Financial Secretary may, by notice in writing, require— (a) the company; or (b) any other person who appears to the Financial Secretary to be in possession of the record or document, to produce the record or document within the time and at the place specified in the notice.
(2) If a company or a person produces a record or document in compliance with a requirement imposed under subsection (1), the Financial Secretary may— (a) make copies, or otherwise record the details, of the record or document; and (b) by notice in writing, require an officer or former officer of the company or the person to provide any
information or explanation in respect of the record or document. (3) The Financial Secretary must not require an authorized institution to produce any record or document, or
disclose any information, relating to the affairs of a customer of the institution under subsection (1) or (2) unless — (a) the Financial Secretary has reasonable grounds to believe that the customer may be able to provide
information relevant to the enquiry; and (b) the Financial Secretary is satisfied that the production or disclosure is necessary for the purposes of the
enquiry and so certifies in writing. (4) If an authorized institution produces a record or document relating to the affairs of its customer in compliance
with a requirement imposed under subsection (1), the Financial Secretary may also require that customer to provide any information or explanation in respect of the record or document.
(5) If a company or a person does not produce a record or document in compliance with a requirement imposed under subsection (1), the Financial Secretary may, by notice in writing, require the company or person to state, to the best of the company’s or person’s knowledge and belief, where the record or document is.
Section: 870 Financial Secretary may delegate powers under section 869 L.N. 163 of 2013 03/03/2014
The Financial Secretary may delegate in writing any or all of the powers conferred under section 869 to another person.
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Section: 871 Offences for failing to comply with requirements under section 869 etc.
L.N. 163 of 2013 03/03/2014
(1) A person commits an offence if the person, without reasonable excuse, fails to comply with any requirement imposed on the person under section 869.
(2) A person commits an offence if the person, with intent to defraud, fails to comply with any requirement imposed on the person under section 869.
(3) An officer or employee of a company on which a requirement is imposed under section 869 commits an offence if the officer or employee, with intent to defraud, causes or allows the company to fail to comply with the requirement.
(4) A person commits an offence if the person— (a) in purported compliance with a requirement imposed on the person under section 869—
(i) produces any record or document that is false or misleading in a material particular; or (ii) provides any information or explanation that is false or misleading in a material particular; and
(b) knows that, or is reckless as to whether or not, the record or document, or the information or explanation, is false or misleading in a material particular.
(5) A person commits an offence if the person, with intent to defraud, in purported compliance with a requirement imposed on the person under section 869— (a) produces any record or document that is false or misleading in a material particular; or (b) provides any information or explanation that is false or misleading in a material particular.
(6) An officer or employee of a company on which a requirement is imposed under section 869 commits an offence if the officer or employee, with intent to defraud, causes or allows the company to, in purported compliance with the requirement— (a) produce any record or document that is false or misleading in a material particular; or (b) provide any information or explanation that is false or misleading in a material particular.
(7) A person is not excused from complying with a requirement imposed on the person under section 869 only on the ground that to do so might tend to incriminate the person.
(8) A person who commits an offence under subsection (1) is liable— (a) on conviction on indictment to a fine of $200000 and to imprisonment for one year; or (b) on summary conviction to a fine at level 5 and to imprisonment for 6 months.
(9) A person who commits an offence under subsection (2), (3), (5) or (6) is liable— (a) on conviction on indictment to a fine of $1000000 and to imprisonment for 7 years; or (b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.
(10) A person who commits an offence under subsection (4) is liable— (a) on conviction on indictment to a fine of $1000000 and to imprisonment for 2 years; or (b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.
Section: 872 Use of incriminating evidence in proceedings L.N. 163 of 2013 03/03/2014
(1) If the Financial Secretary or a delegate of the Financial Secretary requires a person, under section 869, to provide any information or explanation in respect of any record or document produced, the Financial Secretary or delegate must ensure that the person has first been informed or reminded of the limitations imposed by subsection (2) on the admissibility in evidence of the Financial Secretary’s or delegate’s requirement and of the information or explanation provided by the person.
(2) Despite anything in this Ordinance, if the conditions specified in subsection (3) are satisfied, the Financial Secretary’s or delegate’s requirement, as well as the information or explanation provided by the person, are not admissible in evidence against the person in criminal proceedings other than those in which the person is charged with an offence in respect of the information or explanation— (a) under section 871(4), (5) or (6); (b) under Part V of the Crimes Ordinance (Cap 200); or (c) for perjury.
(3) The conditions specified for the purposes of subsection (2) are— (a) that the information or explanation might tend to incriminate the person; and
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(b) that the person so claims before providing the information or explanation.
Part: Division:
19 4
Enquiry by Registrar L.N. 163 of 2013 03/03/2014
Section: 873 Registrar may require production of records and documents etc.
L.N. 163 of 2013 03/03/2014
(1) For the purpose of enquiring into whether any specified act has been done, if each of the conditions specified in subsection (2) is satisfied, the Registrar may, by notice in writing, require a person— (a) to produce, within the time and at the place specified in the notice, any record or document specified in the
notice; and (b) if the record or document is produced, to provide any information or explanation in respect of the record or
document. (2) Subject to subsection (3), the conditions are—
(a) that the Registrar has reason to believe that— (i) a specified act has been done; (ii) the record, document, information or explanation is relevant to the enquiry; and (iii) the person is in possession of the record or document; and
(b) that it is so certified in writing by the Registrar. (3) Subsection (2)(a)(iii) does not apply if the person who is to be required to produce the record or document is—
(a) the body corporate to which the act relates; or (b) an officer of that body corporate.
(4) The Registrar must not require an authorized institution to produce any record or document, or disclose any information, relating to the affairs of a customer of the institution under subsection (1) unless— (a) the Registrar has reasonable grounds to believe that the customer may be able to provide information
relevant to the enquiry; and (b) the Registrar is satisfied that the production or disclosure is necessary for the purposes of the enquiry and so
certifies in writing. (5) If an authorized institution produces a record or document relating to the affairs of its customer in compliance
with a requirement imposed under subsection (1), the Registrar may also require that customer to provide any information or explanation in respect of the record or document.
(6) If a person produces a record or document in compliance with a requirement imposed under subsection (1), the Registrar may make copies, or otherwise record the details, of the record or document.
(7) The Financial Secretary may, by notice published in the Gazette, amend subsection (8). (8) In this section— specified act(指明作為) means an act that would constitute an offence under section 750(6) or 895(1).
Section: 874 Registrar may delegate powers under section 873 L.N. 163 of 2013 03/03/2014
The Registrar may delegate in writing any or all of the powers conferred under section 873 to any public officer.
Section: 875 Offences for failing to comply with requirements under section 873 etc.
L.N. 163 of 2013 03/03/2014
(1) A person commits an offence if the person, without reasonable excuse, fails to comply with any requirement imposed on the person under section 873.
(2) A person commits an offence if the person, with intent to defraud, fails to comply with any requirement imposed on the person under section 873.
(3) An officer or employee of a body corporate on which a requirement is imposed under section 873 commits an offence if the officer or employee, with intent to defraud, causes or allows the body corporate to fail to comply with the requirement.
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(4) A person commits an offence if the person— (a) in purported compliance with a requirement imposed on the person under section 873—
(i) produces any record or document that is false or misleading in a material particular; or (ii) provides any information or explanation that is false or misleading in a material particular; and
(b) knows that, or is reckless as to whether or not, the record or document, or the information or explanation, is false or misleading in a material particular.
(5) A person commits an offence if the person, with intent to defraud, in purported compliance with a requirement imposed on the person under section 873— (a) produces any record or document that is false or misleading in a material particular; or (b) provides any information or explanation that is false or misleading in a material particular.
(6) An officer or employee of a body corporate on which a requirement is imposed under section 873 commits an offence if the officer or employee, with intent to defraud, causes or allows the body corporate to, in purported compliance with the requirement— (a) produce any record or document that is false or misleading in a material particular; or (b) provide any information or explanation that is false or misleading in a material particular.
(7) A person is not excused from complying with a requirement imposed on the person under section 873 only on the ground that to do so might tend to incriminate the person.
(8) A person who commits an offence under subsection (1) is liable— (a) on conviction on indictment to a fine of $150000 and to imprisonment for one year; or (b) on summary conviction to a fine at level 5 and to imprisonment for 6 months.
(9) A person who commits an offence under subsection (2), (3), (5) or (6) is liable— (a) on conviction on indictment to a fine of $1000000 and to imprisonment for 3 years; or (b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.
(10) A person who commits an offence under subsection (4) 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.
Section: 876 Use of incriminating evidence in proceedings L.N. 163 of 2013 03/03/2014
(1) If the Registrar or a delegate of the Registrar requires a person, under section 873, to provide any information or explanation in respect of any record or document produced, the Registrar or delegate must ensure that the person has first been informed or reminded of the limitations imposed by subsection (2) on the admissibility in evidence of the Registrar’s or delegate’s requirement and of the information or explanation provided by the person.
(2) Despite anything in this Ordinance, if the conditions specified in subsection (3) are satisfied, the Registrar’s or delegate’s requirement, as well as the information or explanation provided by the person, are not admissible in evidence against the person in criminal proceedings other than those in which the person is charged with an offence in respect of the information or explanation— (a) under section 875(4), (5) or (6); (b) under Part V of the Crimes Ordinance (Cap 200); or (c) for perjury.
(3) The conditions specified for the purposes of subsection (2) are— (a) that the information or explanation might tend to incriminate the person; and (b) that the person so claims before providing the information or explanation.
Part: Division:
19 5
Supplementary Provisions to Divisions 2, 3 and 4 L.N. 163 of 2013 03/03/2014
Part: Division: Subdivision:
19 5 1
Supplementary Provisions Applicable to Divisions 2 and 3 L.N. 163 of 2013 03/03/2014
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Section: 877 Magistrate’s warrants L.N. 163 of 2013 03/03/2014
(1) If a magistrate is satisfied on information on oath that there are reasonable grounds to suspect that there is, or is likely to be, on premises specified in the information any record or document that may be required to be produced under Division 2 or 3, the magistrate may issue a warrant in respect of the premise.
(2) For the purposes of subsection (1), the information— (a) must set out—
(i) the nature of the record or document that is, or is likely to be, on the premises; and (ii) the provision of Division 2 or 3 under which the record or document may be required to be produced;
and (b) must be laid by—
(i) in relation to an investigation under Division 2, an inspector; or (ii) in relation to an enquiry under Division 3, the Financial Secretary or a delegate of the Financial
Secretary. (3) A warrant issued under subsection (1) authorizes a person specified in it, and such other persons as may be
necessary to assist in its execution, to— (a) enter the premises, if necessary by force, at any time within the period of 7 days beginning with the date of
the warrant; and (b) search for, seize and remove, any record or document that the person so specified has reasonable grounds to
believe may be required to be produced under Division 2 or 3 (as the case may be). (4) If an authorized person has reasonable grounds to believe that another person on the premises is employed or
engaged to provide a service in connection with a business that is or has been conducted on the premises, the authorized person may require that other person to produce for examination any record or document that— (a) is in the possession of that other person; and (b) the authorized person has reasonable grounds to believe may be required to be produced under Division 2 or
3 (as the case may be). (5) An authorized person may, in relation to any record or document required to be produced under subsection (4)—
(a) prohibit any person found on the premises from— (i) removing the record or document from the premises; (ii) erasing anything from, adding anything to, or otherwise altering anything in, the record or document;
or (iii) otherwise interfering in any manner with, or causing or permitting any other person to interfere with,
the record or document; and (b) take any other steps that appear to the authorized person to be necessary for—
(i) preserving the record or document; or (ii) preventing interference with the record or document.
(6) Any record or document removed by an authorized person may be retained for— (a) a period not exceeding 6 months beginning with the day of its removal; or (b) if the record or document is or may be required for the purposes of any criminal proceedings, or any
proceedings under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32), such longer period as may be necessary for the purposes of those proceedings.
(7) If an authorized person removes any record or document under this section, the person— (a) must as soon as practicable after the removal give a receipt for the record or document; and (b) may permit any other person who, but for the removal, would be entitled to inspect the record or document,
at all reasonable times— (i) to inspect it; and (ii) to make copies or otherwise record details of it.
(8) Section 102 of the Criminal Procedure Ordinance (Cap 221) applies to any property that has, by virtue of this section, come into the possession of an inspector, the Financial Secretary or a delegate of the Financial Secretary, as it applies to property that has come into the possession of the police.
(9) A person commits an offence if the person— (a) without reasonable excuse, fails to comply with a requirement or prohibition under subsection (4) or (5); or (b) obstructs an authorized person in the exercise of a power conferred by subsection (3), (4) or (5).
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(10) A person who commits an offence under subsection (9) is liable— (a) on conviction on indictment to a fine of $1000000 and to imprisonment for 2 years; or (b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.
(11) In this section— authorized person(獲授權人) means a person authorized by a warrant issued under subsection (1) to carry out the acts
set out in paragraphs (a) and (b) of subsection (3).
Section: 878 Officers must give assistance in prosecution instituted as a result of investigation etc.
L.N. 163 of 2013 03/03/2014
(1) If— (a) an investigation under Division 2 or an enquiry under Division 3 has been carried out; and (b) a prosecution for an offence is instituted as a result of the investigation or enquiry, every officer or former officer, employee or former employee, or agent or former agent of any body corporate the affairs of which have been investigated or enquired into in that investigation or enquiry must give the Secretary for Justice all assistance in connection with the prosecution that the officer, employee or agent is reasonably able to give.
(2) Subsection (1) does not require a person to give any assistance in connection with the prosecution if the person is a defendant in the proceedings.
Section: 879 Proceedings on specified materials L.N. 163 of 2013 03/03/2014
(1) If it appears to the Financial Secretary from any specified materials that it is expedient in the public interest that a body corporate which may be wound up under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) should be wound up, the Financial Secretary may present a petition for it to be wound up.
(2) On a petition by the Financial Secretary under subsection (1), the Court may make a winding up order if the Court thinks it just and equitable for the body corporate to be wound up.
(3) If it appears to the Financial Secretary from any specified materials that— (a) a company’s or non-Hong Kong 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 or non-Hong Kong company (including one done or
made on its behalf) is or would be so prejudicial, the Financial Secretary may, whether or not a petition has been presented under subsection (1), present to the Court a petition for an order to be made under section 725(1)(b) or (2).
(4) If it appears to the Financial Secretary from any specified materials that, in relation to a company or non-Hong Kong company, a person— (a) has engaged, is engaging or is proposing to engage in any conduct specified in section 728(1)(a); or (b) before the commencement date* of section 728, had engaged, was engaging or was proposing to engage in
any conduct specified in section 728(2)(a), and the engagement or proposal still subsists, the Financial Secretary may apply to the Court for the remedies under section 729(2).
(5) If it appears to the Financial Secretary from any specified materials that, in relation to a company or non-Hong Kong company, a person— (a) has refused or failed, is refusing or failing, or is proposing to refuse or fail, to do an act or thing specified in
section 728(1)(b); or (b) before the commencement date* of section 728, had refused or failed, was refusing or failing, or was
proposing to refuse or fail, to do an act or thing that the person was required by the predecessor Ordinance and is required by this Ordinance to do, and the refusal, failure or proposal still subsists,
the Financial Secretary may apply to the Court for the remedies under section 729(2). (6) If it appears to the Financial Secretary from any specified materials that it is expedient in the public interest that
a disqualification order be made under section 168J(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32) against any person who is or has been a director or shadow director of— (a) a company as defined by section 2(1); (b) an unregistered company as defined by section 326(1) of the Companies (Winding Up and Miscellaneous
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Provisions) Ordinance (Cap 32) (other than a partnership, whether limited or not, or an association), wherever incorporated, that— (i) is carrying on business in Hong Kong, or has carried on business in Hong Kong; and (ii) may be wound up under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap
32); or (c) a registered non-Hong Kong company, the Financial Secretary may apply to the Court for such an order to be made against that person.
(7) In this section— specified materials(指明材料) means—
(a) any report made on, or any record, document or information obtained in, an investigation under Division 2 by an inspector or a delegate of an inspector; or
(b) any record, document or information obtained in an enquiry under Division 3 by the Financial Secretary or a delegate of the Financial Secretary.
___________________________________________________________________ Note: * Commencement date: 3 March 2014.
Section: 880 Preservation of secrecy L.N. 163 of 2013 03/03/2014
(1) Except in the performance of any function under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32), or for carrying into effect the provisions of this Ordinance or that Ordinance, a person specified in subsection (3)— (a) must not permit any person to have access to any matter relating to the affairs of any person that comes to
the specified person’s knowledge in an investigation under Division 2 or an enquiry under Division 3, or otherwise in connection with the investigation or enquiry; and
(b) must not communicate any such matter to any person other than the person to whom the matter relates. (2) Subsection (1) has effect subject to section 881(1) and (2). (3) The persons specified for the purposes of subsection (1) are—
(a) a public officer; (b) an inspector or a delegate of an inspector or of the Financial Secretary, or an employee, agent, consultant or
adviser of the inspector or delegate; (c) an employee, agent, consultant or adviser who is employed or appointed for the purposes of an investigation
under Division 2 or an enquiry under Division 3; (d) a person who performs or has performed any function in an investigation under Division 2 or an enquiry
under Division 3; (e) a person who has assisted any other person in the performance of any function in an investigation under
Division 2 or an enquiry under Division 3; and (f) a person who, under section 858 or 860—
(i) has been sent a draft report or a part of the draft report, or a report, on an investigation; and (ii) has been required to keep the draft report or that part of the draft report, or the report, confidential.
Section: 881 Permitted disclosure and restrictions L.N. 163 of 2013 03/03/2014
(1) A person specified in section 880(3) may— (a) disclose information that has already been made available to the public; (b) disclose information for the purpose of any criminal proceedings in Hong Kong or any investigation
conducted by a law enforcement agency with a view to bringing any such proceedings; (c) disclose information for the purpose of seeking advice from or giving advice by counsel, a solicitor or other
professional adviser, acting or proposing to act in a professional capacity in connection with any matter arising under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32);
(d) disclose information in connection with any judicial or other proceedings to which the specified person is a party; and
(e) disclose information in accordance with an order of a court or tribunal, or in accordance with a law or a
Cap 622 - Companies Ordinance 336
requirement made under a law. (2) The Financial Secretary may—
(a) subject to subsection (3), disclose information to— (i) the Chief Executive; (ii) the Secretary for Justice; (iii) the Secretary for Financial Services and the Treasury; (iv) the Commissioner of Police of Hong Kong; (v) the Commissioner of the Independent Commission Against Corruption; (vi) the Commissioner of Inland Revenue; (vii) the Registrar; (viii)the Official Receiver in a capacity other than that of a liquidator or provisional liquidator appointed
under, or holding such office by virtue of, the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32);
(ix) the Monetary Authority; (x) the Securities and Futures Commission; (xi) the Financial Reporting Council; (xii) the Market Misconduct Tribunal; (xiii) the Insurance Authority; (xiv)the Mandatory Provident Fund Schemes Authority; (xv) an inspector; (xvi)a delegate of the Financial Secretary; (xvii) a company recognized as an exchange company under section 19(2) of the Securities and Futures
Ordinance (Cap 571); (xviii) the Privacy Commissioner for Personal Data; (xix)the Ombudsman; or (xx) a public officer authorized by the Financial Secretary under subsection (7);
(b) subject to subsection (3), disclose information in respect of a company whose affairs are or have been investigated under section 840 or 841, or enquired into under section 869, to— (i) the Official Receiver in the capacity of a liquidator or provisional liquidator of the company appointed
under, or holding such office by virtue of, the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32); or
(ii) any other person who— (A) is a liquidator or provisional liquidator of the company appointed under that Ordinance; or (B) acts in a similar capacity in relation to the company under any law of a place outside Hong Kong;
(c) disclose information with the consent of— (i) the person from whom the information was obtained or received; and (ii) if the information does not relate to such person, the person to whom it relates; and
(d) disclose information in summary form that is so framed as to prevent particulars relating to any person from being ascertained from it.
(3) The Financial Secretary must not disclose information under subsection (2)(a) or (b) unless the Financial Secretary is of the opinion that— (a) the disclosure will enable or assist the recipient of the information to perform the recipient’s functions;
and (b) it is not contrary to the public interest that the information be so disclosed.
(4) Subject to subsection (5), if information is disclosed under subsection (1) or (2) (other than subsection (1)(a) or (2)(d)) or section 880(1)— (a) the person to whom the information is so disclosed; and (b) any other person who obtains or receives the information from that person, must not disclose the information to any other person.
(5) Subsection (4) does not prohibit a person mentioned in paragraph (a) or (b) of that subsection from disclosing the information to any other person if— (a) the Financial Secretary consents to the disclosure; (b) the information has already been made available to the public; (c) the disclosure is for the purpose of seeking advice from or giving advice by counsel, a solicitor or other
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professional adviser, acting or proposing to act in a professional capacity in connection with any matter arising under this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32);
(d) the disclosure is in connection with any judicial or other proceedings to which the person so referred to is a party; or
(e) the disclosure is in accordance with an order of a court or tribunal, or in accordance with a law or a requirement made under a law.
(6) The Financial Secretary may attach such conditions as the Financial Secretary considers appropriate to— (a) a disclosure of information made under subsection (2); or (b) a consent granted under subsection (5)(a).
(7) The Financial Secretary may authorize any public officer as a person to whom information may be disclosed under subsection (2)(a)(xx).
Section: 882 Offences on breach of secrecy L.N. 163 of 2013 03/03/2014
(1) A person who contravenes section 880(1) commits an offence. (2) A person commits an offence if—
(a) the person discloses any information in contravention of section 881(4); and (b) at the time of the disclosure—
(i) the person knew, or ought to have known, that the information was previously disclosed to, or obtained or received by, the person as described in section 881(4)(a) or (b); and
(ii) the person had no reasonable grounds to believe that the person was not prohibited from disclosing the information by virtue of section 881(5).
(3) A person who commits an offence under subsection (1) or (2) is liable— (a) on conviction on indictment to a fine of $1000000 and to imprisonment for 2 years; or (b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.
Part: Division: Subdivision:
19 5 2
Supplementary Provisions Applicable to Divisions 2, 3 and 4
L.N. 163 of 2013 03/03/2014
Section: 883 Interpretation L.N. 163 of 2013 03/03/2014
In this Subdivision— specified officer (指明人員) —
(a) in relation to an investigation under Division 2, means an inspector or a delegate of an inspector; (b) in relation to an enquiry under Division 3, means the Financial Secretary or a delegate of the Financial
Secretary; and (c) in relation to an enquiry under Division 4, means the Registrar or a delegate of the Registrar.
Section: 884 Protection in relation to certain disclosures L.N. 163 of 2013 03/03/2014
(1) If— (a) a person makes a disclosure to a specified officer otherwise than in compliance with a requirement made by
the officer under Division 2, 3 or 4 (as the case may be); and (b) the disclosure satisfies each of the conditions specified in subsection (2), the person is not liable in any proceedings relating to a breach of duty of confidentiality by reason only of the disclosure.
(2) The conditions are— (a) that the disclosure is of a kind that the person could be required to make under Division 2, 3 or 4 (as the
case may be); (b) that the person makes the disclosure in good faith and in the reasonable belief that the disclosure is capable
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of assisting the specified officer in the investigation under Division 2 or enquiry under Division 3 or 4; (c) that the information disclosed is not more than is reasonably necessary for the purpose of assisting the
specified officer in the investigation under Division 2 or enquiry under Division 3 or 4; (d) that the disclosure is not prohibited by virtue of any enactment.
(3) Subsection (1) does not apply to a disclosure made by a person in the capacity as a banker or lawyer in respect of information to which the person owes a duty of confidentiality in that capacity.
Section: 885 Protection of informers etc. L.N. 163 of 2013 03/03/2014
(1) Any information concerning the identity of a protected person is not admissible in evidence in any proceedings before a court or tribunal.
(2) In such proceedings, a witness is not obliged— (a) to disclose the name or address of a protected person who is not a witness in those proceedings; or (b) to state any matter that would lead, or would tend to lead, to discovery of the name or address of a protected
person who is not a witness in those proceedings. (3) If a book, document or paper that is in evidence, or liable to inspection, in such proceedings contains an entry—
(a) in which a protected person is named or described; or (b) that might lead to discovery of a protected person, the court or tribunal (as the case may be) must cause all such entries to be concealed from view, or to be obliterated, so far as may be necessary to protect the identity of the protected person from discovery.
(4) In such proceedings, the court or tribunal may, despite subsection (1), (2) or (3), permit inquiry, and require full disclosure, concerning a protected person if— (a) it is of the opinion that justice cannot be fully done between the parties to the proceedings without
disclosure of the name of the protected person; or (b) it is satisfied that the protected person made a material statement that the person—
(i) knew or believed to be false; or (ii) did not believe to be true.
(5) This section has effect despite the preparation or publication of any interim report or final report of an investigation under Division 2.
(6) In this section— protected person(受保障人士) means—
(a) an informer who has given information to a specified officer with respect to an investigation under Division 2 or an enquiry under Division 3 or 4; or
(b) a person who has assisted a specified officer with respect to such an investigation or enquiry.
Section: 886 Legal professional privilege L.N. 163 of 2013 03/03/2014
(1) Subject to subsection (2), this Part does not affect any claims, rights or entitlements that would, apart from this Part, arise on the ground of legal professional privilege.
(2) Subsection (1) does not affect any requirement under Division 2, 3 or 4 to disclose the name and address of a client of a legal practitioner (whether or not the legal practitioner is qualified in Hong Kong to practise as counsel or to act as a solicitor).
Section: 887 Immunity L.N. 163 of 2013 03/03/2014
(1) A person who complies with a requirement imposed by a specified officer under Subdivision 4 of Division 2 or section 869 or 873 does not incur any civil liability by reason only of that compliance.
(2) A person does not incur any civil liability in respect of anything done, or omitted to be done, by the person in good faith in the performance, or purported performance, of any function under this Part.
Section: 888 Production of information in information systems etc. L.N. 163 of 2013 03/03/2014
(1) If—
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(a) a specified officer requires any record or document to be produced under Subdivision 4 of Division 2 or section 869 or 873; and
(b) any information or matter contained in the record or document is recorded otherwise than in a legible form but is capable of being reproduced in a legible form,
the officer may require the production of a reproduction of the recording of the information or matter, or the relevant part of the recording, in a legible form.
(2) If— (a) a specified officer requires any record or document to be produced under Subdivision 4 of Division 2 or
section 869 or 873; and (b) any information or matter contained in the record or document is recorded in an information system, the officer may require the production of a reproduction of the recording of the information or matter, or the relevant part of the recording, in a form that enables the information or matter to be reproduced in a legible form.
Section: 889 Lien claimed on records or documents L.N. 163 of 2013 03/03/2014
If a person claims a lien on any record or document in the person’s possession that is required to be produced under Subdivision 4 of Division 2 or section 869 or 873—
(a) the lien does not affect the requirement to produce the record or document; (b) no fee is payable for or in respect of the production; and (c) the production does not affect the lien.
Section: 890 Destruction of documents L.N. 163 of 2013 03/03/2014
(1) A person commits an offence if— (a) the person destroys, falsifies, conceals or otherwise disposes of, or causes or permits the destruction,
falsification, concealment or disposal of, any record or document that is required to be produced under Subdivision 4 of Division 2 or section 869 or 873; and
(b) the person does so with intent to conceal, from the specified officer by whom the requirement was imposed, facts or matters capable of being disclosed by the record or document.
(2) A person who commits an offence under subsection (1) is liable— (a) on conviction on indictment to a fine of $1000000 and to imprisonment for 2 years; or (b) on summary conviction to a fine at level 6 and to imprisonment for 6 months.
Section: 891 Inspection of records or documents seized etc. L.N. 163 of 2013 03/03/2014
(1) This section applies if a specified officer has taken possession of any record or document under this Part. (2) The specified officer must, subject to any reasonable conditions the officer may impose as to security or
otherwise, permit any person who would be entitled to inspect the record or document had the officer not taken possession of it, at all reasonable times— (a) to inspect it; and (b) to make copies or otherwise record details of it.
Part: Division:
19 6
Investigation of Company’s Affairs by Persons Appointed by Company
L.N. 163 of 2013 03/03/2014
Section: 892 Appointment of person by company to investigate its affairs
L.N. 163 of 2013 03/03/2014
(1) A company may, by special resolution, appoint a person to investigate its affairs. (2) For the purpose of investigating the company’s affairs, the appointed person may, by notice in writing, require
any officer or agent of the company to do any or all of the following— (a) produce to the appointed person any record or document relating to any matter under investigation that is in
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the officer’s or agent’s custody or power; (b) attend before the appointed person at the time and place specified in the notice, and answer any question,
whether on oath or otherwise, relating to any matter under investigation that the appointed person may raise with the officer or agent;
(c) answer any question relating to any matter under investigation that is specified in the notice. (3) The appointed person may administer an oath to any person for the purposes of subsection (2)(b).
Section: 893 Court may inquire into failure of officer or agent to attend before appointed person etc.
L.N. 163 of 2013 03/03/2014
(1) If an officer or agent of a company fails to comply with a requirement imposed on the officer or agent under section 892(2), the appointed person may apply to the Court for an inquiry into the failure.
(2) The Court may, if it is satisfied that the officer or agent has without any reasonable excuse failed to comply with the requirement, punish the officer or agent (as the case may be) in the same manner as if the officer or agent had been guilty of contempt of court.
Section: 894 Report by appointed person L.N. 163 of 2013 03/03/2014
(1) A person appointed to investigate a company’s affairs under section 892(1) must, on the conclusion of the investigation, report on the investigation in any manner as that company in general meeting may direct.
(2) In any proceedings before a court— (a) a document purporting to be a copy of the report, and purporting to be signed by the appointed person and
the company, is admissible in evidence on its production without further proof; and (b) on being admitted in evidence under paragraph (a), the document is proof of any opinion of the appointed
person expressed in the report.
Part: 20 Miscellaneous L.N. 163 of 2013 03/03/2014
(*Format changes—E.R. 1 of 2013) ____________________________________________________________________________ Note: * The format of Part 20 has been updated to the current legislative styles.
Part: Division:
20 1
Miscellaneous Offences L.N. 163 of 2013 03/03/2014
Section: 895 Offence for false statement L.N. 163 of 2013 03/03/2014
(1) A person commits an offence if, in any return, report, financial statements, certificate or other document, required by or for the purposes of any provision of this Ordinance, the person knowingly or recklessly makes a statement that is misleading, false or deceptive in any material particular. 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 this subsection has been done.
(2) A person who commits an offence under subsection (1) 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.
(3) This section does not affect the operation of— (a) Part V of the Crimes Ordinance (Cap 200); or (b) section 19, 20 or 21 of the Theft Ordinance (Cap 210).
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Section: 896 Offence for improper use of “Limited” or “有限公司” etc.
L.N. 163 of 2013 03/03/2014
(1) A person commits an offence if the person— (a) is not incorporated with limited liability; and (b) uses, trades or carries on business under a name or title of which—
(i) the word “Limited”, or a contraction or imitation of that word, is the last word; (ii) the Chinese version of the word “Limited”, or of a contraction or imitation of that word, is the last
word; or (iii) the Chinese characters “有限公司” form part.
(2) A person commits an offence if the person— (a) is not incorporated; and (b) uses, trades or carries on business under a name or title of which—
(i) the word “Corporation” or “Incorporated”, or a contraction or imitation of that word, is the last word;
(ii) the Chinese version of the word “Corporation” or “Incorporated”, or of a contraction or imitation of that word, is the last word; or
(iii) the Chinese characters “註冊公司” or “法人團體” form part. (3) A person who commits an offence under subsection (1) or (2) 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.
Part: Division:
20 2
Miscellaneous Provisions relating to Investigation or Enforcement Measures
L.N. 163 of 2013 03/03/2014
Section: 897 Court may order inspection or production of records or documents if offence suspected
L.N. 163 of 2013 03/03/2014
(1) The Court may, on application by the Secretary for Justice, make an order under subsection (2) or (3) if it is satisfied that— (a) there is reasonable cause to believe that any person has, while an officer of a company, committed an
offence in connection with the management of the company’s affairs; and (b) evidence of the commission of the offence is to be found in—
(i) any record or document of, or under the control of, the company; or (ii) any record or document of a person carrying on a banking business, which relate to the company’s
affairs. (2) The Court may, in the case of a record or document mentioned in subsection (1)(b)(i), make an order—
(a) authorizing a person named in the order to inspect the record or document for the purpose of investigating and obtaining evidence of the offence; or
(b) requiring the company secretary of the company, or any other officer of the company named in the order, to produce the record or document to a person, and at a place, named in the order.
(3) The Court may, in the case of a record or document mentioned in subsection (1)(b)(ii), make an order authorizing a person named in the order to inspect the record or document for the purpose of investigating and obtaining evidence of the offence.
(4) In this section— document(文件) has the meaning given by section 838(1); record(紀錄) has the meaning given by section 838(1).
Section: 898 Enforcement of requirements by order of Court L.N. 163 of 2013 03/03/2014
(1) This section applies if a company or an officer of a company contravenes a requirement of this Ordinance— (a) to send, deliver, supply, forward or produce a document to the Registrar; or
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(b) to give notice to the Registrar of any matter. (2) The Registrar, or a member or creditor of the company, may serve a notice on the company or officer requiring
the company or officer to comply with the requirement. (3) If the company or officer fails to make good the contravention within 14 days after service of the notice, the
Court may, on application by the Registrar, or by a member or creditor of the company, make an order— (a) in the case of a contravention by the company, directing the company and any officer of the company to
make good the contravention within the time specified in the order; or (b) in the case of a contravention by the officer, directing the officer to make good the contravention within the
time specified in the order. (4) An order may provide that all costs of and incidental to the application are to be borne—
(a) in the case of a contravention by the company, by the company or by any officer of the company responsible for the contravention; or
(b) in the case of a contravention by the officer, by that officer. (5) This section does not affect the operation of any Ordinance imposing penalties on a company or any officer of a
company in respect of the contravention.
Section: 899 Registrar may give notice to suspected offender about not instituting proceedings under certain conditions
L.N. 163 of 2013 03/03/2014
(1) If the Registrar has reason to believe that a person has committed an offence specified in Schedule 7, the Registrar may give the person a notice in writing that— (a) alleges that the person has committed an offence specified in the Schedule, and contains the particulars of
the offence; (b) contains—
(i) in the case of an offence mentioned in subsection (5), the terms of the notice by reference to that subsection; or
(ii) in the case of an offence mentioned in subsection (6), the terms of the notice by reference to that subsection;
(c) specifies the period and amount for the purposes of that subsection; and (d) contains any other information that the Registrar thinks fit.
(2) A notice may be given only before the proceedings on the offence commence. (3) The Registrar may, by a further notice in writing, extend the period specified under subsection (1)(c). This
power is exercisable within, or after the end of, that period. (4) A notice under subsection (1) may not be withdrawn within the period specified in the notice or that period as
extended under subsection (3). (5) Where the offence is an offence constituted by a failure to do an act or thing—
(a) no proceedings will be instituted against the person in respect of that offence if, within the period specified in a notice under subsection (1) or that period as extended under subsection (3), the person pays to the Registrar the amount specified in the notice and does the act or thing; or
(b) proceedings may be instituted against the person in respect of that offence if, within the period specified in a notice under subsection (1) or that period as extended under subsection (3), the person has not paid to the Registrar the amount specified in the notice or has not done the act or thing.
(6) Where the offence is not an offence constituted by a failure to do an act or thing— (a) no proceedings will be instituted against the person in respect of that offence if, within the period specified
in a notice under subsection (1) or that period as extended under subsection (3), the person pays to the Registrar the amount specified in the notice; or
(b) proceedings may be instituted against the person in respect of that offence if, within the period specified in a notice under subsection (1) or that period as extended under subsection (3), the person has not paid to the Registrar the amount specified in the notice.
(7) The payment of an amount specified in a notice given to a person under subsection (1) is not to be regarded as an admission by the person of any liability for the offence alleged in the notice to have been committed by the person.
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Section: 900 Limitation on commencement of proceedings L.N. 163 of 2013 03/03/2014
(1) Despite section 26 of the Magistrates Ordinance (Cap 227), an information or complaint relating to an offence under this Ordinance may be tried if it is laid before or made to a magistrate— (a) within 3 years after the commission of the offence; and (b) within 12 months after the date on which the supporting evidence came to the Secretary for Justice’s
knowledge. (2) For the purposes of this section, a certificate of the Secretary for Justice as to the date on which the supporting
evidence came to the Secretary for Justice’s knowledge is conclusive evidence of that date. (3) This section does not apply to—
(a) an indictable offence; or (b) an offence triable either on indictment or summarily.
(4) In this section— supporting evidence(助控證據) means evidence sufficient, in the Secretary for Justice’s opinion, to justify the
proceedings.
Section: 901 Application of fines L.N. 163 of 2013 03/03/2014
(1) When imposing a fine under this Ordinance, the court may direct that the whole or any part of the fine is to be applied in or towards payment of the costs of the proceedings.
(2) Subject to a direction under subsection (1), a fine under this Ordinance must be paid into the general revenue. (3) Subsection (2) has effect despite anything in any other Ordinance.
Part: Division:
20 3
Miscellaneous Provisions relating to Misconduct by Officer or Auditor of Company
L.N. 163 of 2013 03/03/2014
Section: 902 Interpretation L.N. 163 of 2013 03/03/2014
In this Division— misconduct (不當行為) means negligence, default, breach of duty or breach of trust; specified person (指明人士) means—
(a) an officer of a company; or (b) a person employed by a company as an auditor.
Section: 903 Court may grant company officer etc. relief in proceedings for misconduct
L.N. 163 of 2013 03/03/2014
(1) This section applies if, in any proceedings for any misconduct against a specified person, it appears to the Court that the person— (a) is or may be liable for the misconduct; (b) has acted honestly and reasonably; and (c) ought fairly to be excused for the misconduct, having regard to all the circumstances of the case (including
those connected with the person’s appointment). (2) The Court may relieve the specified person, either wholly or partly, from the liability on any terms that the Court
thinks fit. (3) If the case is tried by a judge with a jury, the judge may—
(a) withdraw the case in whole or in part from the jury; and (b) direct judgment to be entered for the specified person on the terms as to costs or otherwise that the judge
thinks fit.
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Section: 904 Court may grant company officer etc. relief for misconduct on officer’s application
L.N. 163 of 2013 03/03/2014
(1) A specified person may apply to the Court for relief if the person has reason to apprehend that a claim will or might be made against the person for any misconduct.
(2) On an application, the Court may relieve the specified person, either wholly or partly, from the liability on any terms that the Court thinks fit if it appears to the Court that the person— (a) is or may be liable for the misconduct; (b) has acted honestly and reasonably; and (c) ought fairly to be excused for the misconduct, having regard to all the circumstances of the case (including
those connected with the person’s appointment).
Part: Division:
20 4
Other Miscellaneous Provisions L.N. 163 of 2013 03/03/2014
Section: 905 Costs in action by company etc. L.N. 163 of 2013 03/03/2014
(1) This section applies where— (a) a company is a plaintiff in an action or other legal proceedings; and (b) it appears, by credible testimony, to the court having jurisdiction in the matter that there is reason to believe
the company will be unable to pay the defendant’s costs if the defendant succeeds in the defence. (2) Without limiting the powers of the court under any other Ordinance, the court may—
(a) require sufficient security to be given for those costs; and (b) stay all proceedings until the security is given.
(3) In this section— company(公司) means—
(a) a limited company; or (b) a company incorporated outside Hong Kong.
Section: 906 Saving as to private prosecution L.N. 163 of 2013 03/03/2014
Nothing in this Ordinance relating to the institution of criminal proceedings by the Secretary for Justice precludes any person from instituting or carrying on any such proceedings.
Section: 907 Saving for privileged communication L.N. 163 of 2013 03/03/2014
If proceedings are instituted under this Ordinance against any person by the Secretary for Justice, nothing in this Ordinance is to be regarded as requiring any person to disclose any information that the person is entitled to refuse to disclose on grounds of legal professional privilege.
Section: 908 Paperless holding and transfer of shares and debentures
Remarks: Not yet in operation
Schedule 8, which contains amendments relating to paperless holding and transfer of shares and debentures, has effect.
Section: 909 Power to make regulations L.N. 163 of 2013 03/03/2014
(1) The Financial Secretary may make regulations for any matter required or permitted to be prescribed under this Ordinance.
(2) Subsection (1) does not apply if the Chief Executive in Council or the Financial Secretary is empowered under
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another Part to make regulations for the matter.
Section: 910 Supplementary provisions for regulations made under this Ordinance
L.N. 163 of 2013 03/03/2014
Subsidiary legislation made by the Chief Executive in Council or the Financial Secretary under this Ordinance may— (a) make different provision for different cases or classes of cases; and (b) contain any consequential, transitional, saving, incidental or supplementary provisions, that the Chief
Executive in Council or the Financial Secretary (as the case may be) thinks fit.
Section: 911 Financial Secretary and Registrar may amend Schedules L.N. 163 of 2013 03/03/2014
(1) The Financial Secretary may, by notice published in the Gazette, amend Schedule 1, 2, 3, 4, 5 or 7. (2) The Registrar may, by notice published in the Gazette, amend Schedule 6.
Part: 21 Consequential Amendments, and Transitional and Saving Provisions
L.N. 163 of 2013 03/03/2014
(*Format changes—E.R. 1 of 2013) ____________________________________________________________________________ Note: * The format of Part 21 has been updated to the current legislative styles.
Part: Division:
21 1
Consequential and Related Amendments L.N. 163 of 2013 03/03/2014
Section: 912 Amendments to enactments L.N. 163 of 2013 03/03/2014
(1) The enactments specified in Schedules 9 and 10 are amended as set out in those Schedules. (2) The Financial Secretary may, by notice published in the Gazette—
(a) amend Schedule 9 or 10 to make such consequential or related amendments to any enactment as are necessary on account of the coming into operation of any provision of this Ordinance; or
(b) repeal any provision in Schedule 9 or 10 that is no longer necessary on account of the coming into operation of any provision of this Ordinance.
Part: Division:
21 2
Transitional and Saving Provisions L.N. 163 of 2013 03/03/2014
Section: 913 Transitional and saving provisions L.N. 163 of 2013 03/03/2014
(1) The transitional and saving provisions as set out in Schedule 11 have effect. (2) The Financial Secretary may, by notice published in the Gazette, amend Schedule 11.
Section: 914 Extended effect of saving provision L.N. 163 of 2013 03/03/2014
(1) This section applies if a provision of the predecessor Ordinance is repealed by section 912 but has a continuing effect under Schedule 11, or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1), or both, after the repeal.
(2) The saving as mentioned in subsection (1) for the effect of a provision of the predecessor Ordinance extends to any other provision of the predecessor Ordinance— (a) that defines an expression used in the provision; or (b) in accordance with which the provision is to be construed.
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(3) The saving as mentioned in subsection (1) for the effect of a provision of the predecessor Ordinance that creates an offence extends to the entry relating to that provision in the Twelfth Schedule to the predecessor Ordinance.
(4) Section 304(1) and (2) of, and the Eighth Schedule to, the predecessor Ordinance, as in force immediately before their repeal, continue to apply in respect of a matter that is required or authorized by or under a provision of the predecessor Ordinance having a continuing effect as mentioned in subsection (1) if, immediately before that provision was repealed by section 912, a fee specified in that Schedule was payable to the Registrar in respect of that matter.
(5) Subject to subsections (7) and (9), the saving as mentioned in subsection (1) for the effect of a provision of the predecessor Ordinance that refers to a prescribed or specified form, or refers to a prescribed manner, extends to the form or manner and to the power under which it is prescribed or specified.
(6) If the provision of the predecessor Ordinance refers to a specified form, the Registrar may— (a) specify another form for the purpose; and (b) determine a date in relation to that other form for the purposes of subsection (7)(b).
(7) If the Registrar exercises the powers under subsection (6), the effect of the provision of the predecessor Ordinance is to be construed as— (a) also referring to the form specified under subsection (6)(a) before the date determined under subsection
(6)(b); and (b) only referring to that form on or after that date.
(8) If the provision of the predecessor Ordinance requires a person, in relation to a particular purpose of that Ordinance, to state or furnish any matter, particulars or information to the Registrar, but does not require the matter, particulars or information to be stated or furnished in a specified form, the Registrar may— (a) specify a form for the purpose; and (b) determine a date in relation to the form for the purposes of subsection (9).
(9) If the Registrar exercises the powers under subsection (8), the effect of the provision of the predecessor Ordinance is to be construed as requiring the matter, particulars or information to be stated or furnished in the form specified under subsection (8)(a) on or after the date determined under subsection (8)(b).
Section: 915 Offence for false statement L.N. 163 of 2013 03/03/2014
(1) This section applies if— (a) a provision of the predecessor Ordinance is repealed by section 912 but has a continuing effect under
Schedule 11, or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1), or both, after the repeal; and
(b) after the repeal, any return, report, certificate, balance sheet or other document, is required by or for the purposes of the provision.
(2) A person commits an offence if, in the return, report, certificate, balance sheet or document, the person wilfully makes a statement false in any material particular knowing it to be false.
(3) A person who commits an offence under subsection (2) is liable to a fine at level 6 and to imprisonment for 6 months.
(4) This section does not affect the operation of— (a) Part V of the Crimes Ordinance (Cap 200); or (b) section 19, 20 or 21 of the Theft Ordinance (Cap 210).
Section: 916 Limitation on commencement of proceedings L.N. 163 of 2013 03/03/2014
(1) This section applies if— (a) a provision of the predecessor Ordinance is repealed by section 912 but has a continuing effect under
Schedule 11, or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1), or both, after the repeal; and
(b) after the repeal, an offence is committed under the provision. (2) Despite section 26 of the Magistrates Ordinance (Cap 227), an information or complaint relating to the offence
may be tried if it is laid or made— (a) within 3 years after the commission of the offence; and (b) within 12 months after the date on which the supporting evidence came to the Secretary for Justice’s
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knowledge. (3) For the purposes of this section, a certificate of the Secretary for Justice as to the date on which the supporting
evidence came to the Secretary for Justice’s knowledge is conclusive evidence of that date. (4) This section does not apply to an offence committed before 1 March 1973. (5) In this section— supporting evidence(助控證據) means evidence sufficient, in the Secretary for Justice’s opinion, to justify the
proceedings.
Section: 917 Application of fines L.N. 163 of 2013 03/03/2014
(1) This section applies if— (a) a provision of the predecessor Ordinance is repealed by section 912 but has a continuing effect under
Schedule 11, or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1), or both, after the repeal; and
(b) after the repeal, a fine is imposed under the provision. (2) When imposing the fine, the Court or magistrate may direct that the whole or any part of the fine is to be applied
— (a) in or towards payment of the costs of the proceedings; or (b) in or towards rewarding the person on whose information, or at whose suit, the fine is recovered.
(3) Subject to a direction under subsection (2), the fine must be paid into the general revenue. (4) Subsection (3) has effect despite anything in any other Ordinance.
Section: 918 Saving as to private prosecution L.N. 163 of 2013 03/03/2014
(1) This section applies if— (a) a provision of the predecessor Ordinance is repealed by section 912 but has a continuing effect under
Schedule 11, or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1), or both, after the repeal; and
(b) the provision relates to the institution of criminal proceedings by the Secretary for Justice. (2) Nothing in the provision precludes any person from instituting or carrying on any criminal proceedings.
Section: 919 Saving for privileged communication L.N. 163 of 2013 03/03/2014
(1) This section applies if— (a) a provision of the predecessor Ordinance is repealed by section 912 but has a continuing effect under
Schedule 11, or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1), or both, after the repeal; and
(b) after the repeal, proceedings are instituted under the provision against any person by the Secretary for Justice.
(2) Nothing in the provision is to be regarded as requiring any person who has acted as solicitor for the defendant to disclose any privileged communication made to the person in that capacity.
Part: Division:
21 3
Supplemental Provisions L.N. 163 of 2013 03/03/2014
Section: 920 This Part etc. not to derogate from section 23 of Cap 1 L.N. 163 of 2013 03/03/2014
This Part, and Schedules 9, 10 and 11, are in addition to and not in derogation of section 23 of the Interpretation and General Clauses Ordinance (Cap 1), except as otherwise provided in this Part or those Schedules.
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Section: 921 Continuity of law L.N. 163 of 2013 03/03/2014
(1) This section applies if a provision of this Ordinance re-enacts (with or without modification) a provision of another Ordinance repealed by this Ordinance.
(2) The repeal and re-enactment does not affect the continuity of the law. (3) Anything done (including subsidiary legislation made), or having effect as if done, under or for the purposes of
the repealed provision that could have been done under or for the purposes of the corresponding provision of this Ordinance, if in force or effective immediately before the commencement date of that corresponding provision, has effect after that commencement date as if done under or for the purposes of that corresponding provision.
(4) A reference (express or implied) in an Ordinance, instrument or document to a provision of this Ordinance is to be construed (so far as the context permits) as including, as respects times, circumstances and purposes in relation to which the corresponding repealed provision had effect, a reference to that corresponding provision.
(5) A reference (express or implied) in an Ordinance, instrument or document to a repealed provision is to be construed (so far as the context permits), as respects times, circumstances and purposes in relation to which the corresponding provision of this Ordinance has effect, as being or (according to the context) including a reference to the corresponding provision of this Ordinance.
(6) This section has effect subject to any specific transitional or saving provision contained in this Ordinance.
Schedule: 1 Parent Undertakings and Subsidiary Undertakings L.N. 163 of 2013 03/03/2014
[sections 16 & 911]
1. Interpretation
In this Schedule— shares(股份)—
(a) in relation to an undertaking having a share capital, means the allotted shares; (b) in relation to an undertaking having capital in a form other than share capital, means the right to share
in the capital of the undertaking; or (c) in relation to an undertaking not having any capital, means—
(i) the interest giving a right to share in the profits, or giving rise to a liability to contribute to the losses, of the undertaking; or
(ii) the interest giving rise to an obligation to contribute to the debts or expenses of the undertaking in the event of its being wound up;
undertaking(企業) means— (a) a body corporate; (b) a partnership; or (c) an unincorporated association carrying on a trade or business, whether for profit or not.
2. Parent undertaking
(1) For the purposes of this Ordinance, an undertaking is a parent undertaking of another undertaking if— (a) where both undertakings are bodies corporate, it is a holding company of that other undertaking; or (b) in any other case—
(i) it holds a majority of the voting rights in that other undertaking; (ii) it is a member of that other undertaking and has the right to appoint or remove a majority of that
other undertaking’s board of directors; or (iii) it is a member of that other undertaking and controls alone, pursuant to an agreement with other
shareholders or members, a majority of the voting rights in that other undertaking. (2) For the purposes of this Ordinance, an undertaking is also a parent undertaking of another undertaking if it
has the right to exercise a dominant influence over that other undertaking by virtue of— (a) the provisions contained in any document constituting or regulating that other undertaking; or (b) a contract in writing that—
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(i) is of a kind authorized by any document constituting or regulating that other undertaking; and (ii) is permitted by the law under which that other undertaking is established.
(3) In subsection (1)(b), a reference to the voting rights in an undertaking is— (a) in the case of an undertaking having a share capital, a reference to the rights given to the members in
respect of their shares; or (b) in the case of an undertaking not having a share capital—
(i) if the undertaking is required to hold general meetings at which matters are decided by the exercise of voting rights, a reference to the rights given to the members to vote at the general meetings on all matters or on substantially all matters; or
(ii) if the undertaking is not required to hold such general meetings, a reference to the rights under the undertaking’s constitution to direct the undertaking’s overall policy or to alter the terms of that constitution.
(4) For the purposes of subsection (1)(b), an undertaking is a member of another undertaking if— (a) a person acting on behalf of it, or of any of its subsidiary undertakings, holds shares in that other
undertaking; or (b) any of its subsidiary undertakings is a member of that other undertaking.
(5) For the purposes of subsection (1)(b)(ii), a reference to the right to appoint or remove a majority of a board of directors is a reference to the right to appoint or remove directors holding a majority of the voting rights at meetings of the directors on all matters or on substantially all matters.
(6) For the purposes of subsection (5)— (a) in determining whether an undertaking has the right to appoint or remove a director, a right that is
exercisable only with another person’s consent is to be disregarded unless no other person has the right; and
(b) an undertaking has the right to appoint a director if— (i) it necessarily follows from a person’s appointment as a director of the undertaking that the
person is appointed as a director of that other undertaking; or (ii) the directorship is held by the undertaking itself.
(7) For the purposes of subsection (2), an undertaking does not have any right to exercise a dominant influence over another undertaking unless— (a) it has a right to give directions with respect to the operating and financial policies of that other
undertaking; and (b) that other undertaking’s directors are, or a majority of them is, obliged to comply with the directions,
whether or not the directions are for that other undertaking’s benefit.
3. Provisions supplementary to section 2 of this Schedule
(1) For the purposes of this Schedule, a right held by a subsidiary undertaking of another undertaking is to be regarded as being held by that other undertaking.
(2) For the purposes of this Schedule— (a) without limiting paragraph (b), a right that is exercisable only in certain circumstances is taken into
account— (i) only when the circumstances have arisen and for so long as they continue to exist; or (ii) only when the circumstances are within the control of the person having the right; and
(b) a right that is normally exercisable but is temporarily incapable of being exercised continues to be taken into account.
(3) For the purposes of this Schedule— (a) a right held by a person in a fiduciary capacity is to be regarded as not being held by the person; and (b) a right held by a person as nominee for another is to be regarded as being held by that other.
(4) For the purposes of this Schedule, a right is to be regarded as being held by a person as nominee for another if it is exercisable only on the instructions, or with the consent, of that other.
(5) For the purposes of this Schedule, a right attached to shares held by way of security is to be regarded as being held by the person providing the security— (a) if, except where the right is exercised for the purpose of preserving the value of the security or of
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realizing the security, it is exercisable only in accordance with that person’s instructions; or (b) if—
(i) the shares are held in connection with the granting of loans as part of normal business activities; and
(ii) except where the right is exercised for the purpose of preserving the value of the security or of realizing the security, it is exercisable only in that person’s interests.
(6) Subsections (3) and (5) do not require a right held by a parent undertaking to be regarded as being held by any of its subsidiary undertakings.
(7) For the purposes of subsection (5), a right is to be regarded as being exercisable in accordance with the instructions, or in the interests, of an undertaking if it is exercisable in accordance with the instructions, or in the interests (as the case may be) of any group undertaking of the undertaking.
(8) In this section, an undertaking is a group undertaking of another undertaking if— (a) it is a parent or subsidiary undertaking of that other undertaking; or (b) it is a subsidiary undertaking of any parent undertaking of that other undertaking.
4. Subsidiary undertaking
(1) For the purposes of this Ordinance, an undertaking is a subsidiary undertaking of another undertaking if that other undertaking is a parent undertaking of it.
(2) For the purposes of this Ordinance, an undertaking is also a subsidiary undertaking of another undertaking if a parent undertaking of it is a subsidiary undertaking of that other undertaking.
Schedule: 2 Content of Incorporation Form L.N. 163 of 2013 03/03/2014
Remarks: Section 3(1)(a)(iii) and (2) of Schedule 2 is not yet in operation.
[sections 68, 74, 85, 114 & 911]
Part 1
Particulars and Statements of Company
1. Particulars and statements relating to company
The particulars and statements specified for the purposes of section 68(1)(a) are— (a) the proposed name of the company; (b) the proposed address of the company’s registered office in Hong Kong; (c) a statement as to whether the company is to be a company limited by shares or by guarantee, or an
unlimited company; (d) if the company is to be a company limited by shares or an unlimited company, a statement as to
whether it is to be a private or public company; and (e) if the company is to be a company limited by guarantee, the number of members with which it
proposes to register.
Part 2
Particulars of Founder member
2. Particulars of founder member
The particulars specified for the purposes of section 68(1)(b) are the name and address of the founder member.
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Part 3
Particulars and Statement of Proposed Officers
3. Particulars of director
(1) The particulars specified for the purposes of section 68(1)(c)(i) are— (a) if the person is a natural person—
(i) the present forename and surname, former forename or surname (if any), and aliases (if any); (ii) the usual residential address; (iii) the correspondence address; and (iv) 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 (b) if the person is a body corporate, the corporate name and the address of its registered or principal
office. (2) For the purposes of subsection (1)(a)(iii), a correspondence address must not be a post office box number.
4. Statement relating to director
The statement specified for the purposes of section 68(1)(c)(ii) is— (a) if the person is the signatory to the incorporation form, a statement by the person—
(i) that the person has consented to be a director of the company; and (ii) if the person is a natural person, that he or she has attained the age of 18 years; or
(b) if the person is not the signatory to the incorporation form— (i) a statement by the person that the person has consented to be a director of the company and, if
the person is a natural person, that he or she has attained the age of 18 years; or (ii) a statement by the signatory that the person has consented to be a director of the company and, if
the person is a natural person, that he or she has attained the age of 18 years.
5. Particulars of company secretary
(1) The particulars specified for the purposes of section 68(1)(d) are— (a) if the person is a natural person and is not a person covered by paragraph (c)—
(i) the present forename and surname, former forename or surname (if any), and aliases (if any); (ii) the correspondence address; and (iii) 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; (b) if the person is a body corporate and is not a person covered by paragraph (c), the corporate name and
the address of its registered or principal office; or (c) if the person is a partner of a firm all partners of which are to be the joint company secretaries of the
company, the firm’s name and the address of the firm’s principal office. (2) For the purposes of subsection (1)(a)(ii), a correspondence address must be a place in Hong Kong and must
not be a post office box number.
6. Definitions
(1) In this Part— forename(名字) includes a Christian or given name; residential address(住址)—
(a) does not include an address at a hotel unless the person to whom it relates is stated, for the purposes of this Part, to have no other permanent address; and
(b) does not include a post office box number; signatory(簽署人), in relation to an incorporation form, means the founder member who signs the form for the
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purposes of section 69; surname(姓氏), for a person usually known by a title different from the person’s surname, means that title. (2) In this Part, a reference to a former forename or surname does not include—
(a) in relation to a person— (i) a forename or surname that was changed or ceased to be used before the person attained the age
of 18 years; and (ii) a forename or surname that has been changed or ceased to be used for a period of at least 20
years; (b) in relation to a person usually known by a title different from his or her surname, the name by which
the person was known before the adoption of or succession to the title; and (c) in relation to a married woman, a name or surname by which she was known before her marriage.
Part 4
Statements relating to Articles
7. Statements relating to articles
The statements specified for the purposes of section 68(1)(e) are— (a) a statement that the company’s articles have been signed for the purposes of section 67(1)(a) by
every person proposing to become a member of the company on the company’s formation; and (b) a statement that the contents of the copy of the company’ s articles delivered under section
67(1)(b)(ii), with or without the part showing the signature and the date of signing as they appear on the original document, are the same as those of the articles.
Part 5
Statement of Capital and Initial Shareholdings
8. Statement of capital and initial shareholdings
(1) The statement specified for the purposes of section 68(2) is a statement that— (a) states the total number of shares that the company proposes to issue on the company’s formation; (b) states the total amount of share capital to be subscribed by the company’s founder members on that
formation; (c) states the amount to be paid up or to be regarded as paid up, and the amount to remain unpaid or to be
regarded as remaining unpaid, on the total number of shares that the company proposes to issue on that formation;
(d) if the share capital is to be divided into different classes of shares on that formation, also states the classes and, for each class— (i) the total number of shares in that class that the company proposes to issue on that formation; (ii) the total amount of share capital in that class to be subscribed by the company’s founder
members on that formation; (iii) the amount to be paid up or to be regarded as paid up, and the amount to remain unpaid or to be
regarded as remaining unpaid, on the total number of shares in that class that the company proposes to issue on that formation;
(iv) the particulars of any voting rights attached to shares in that class, including rights that arise only in certain circumstances;
(v) the particulars of any rights attached to shares in that class, as respects dividends, to participate in a distribution;
(vi) the particulars of any rights attached to shares in that class, as respects capital, to participate in a distribution (including on a winding up); and
(vii) whether or not shares in that class are redeemable shares; and
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(e) in respect of each founder member, states the number of shares that the company proposes to issue to the member and the total amount of share capital to be subscribed by the member on that formation.
(2) If the shares proposed to be issued to a founder member on the formation belong to 2 or more classes, the information required under subsection (1)(e) must be stated in respect of each class.
Schedule: 3 Specified Qualifying Conditions for Sections 361 to 366 L.N. 163 of 2013 03/03/2014
[sections 360, 361, 362, 363, 364, 365,
366 & 911]
1. Qualifying conditions
(1) The conditions specified for the purposes of section 361(1), (2) and (3) are— (a) that the amount of the company’s total revenue for the financial year, as would be reflected in the
company’s annual financial statements for the financial year if the company were qualified as a small private company for the financial year, does not exceed $100 million;
(b) that the amount of the company’s total assets at the date of the statement of financial position for the financial year, as would be reflected in the company’s annual financial statements for the financial year if the company were qualified as a small private company for the financial year, does not exceed $100 million; and
(c) that the average number of the company’s employees during the financial year does not exceed 100. (2) The conditions specified for the purposes of section 361(4) are—
(a) that the amount of the company’s total revenue for the financial year, as reflected in the company’s annual financial statements for the financial year, does not exceed $100 million;
(b) that the amount of the company’s total assets at the date of the statement of financial position for the financial year, as reflected in the company’s annual financial statements for the financial year, does not exceed $100 million; and
(c) that the average number of the company’s employees during the financial year does not exceed 100. (3) The conditions specified for the purposes of section 362(1), (2) and (3) are—
(a) that the amount of the company’s total revenue for the financial year, as would be reflected in the company’s annual financial statements for the financial year if the company were qualified as an eligible private company for the financial year, does not exceed $200 million;
(b) that the amount of the company’s total assets at the date of the statement of financial position for the financial year, as would be reflected in the company’s annual financial statements for the financial year if the company were qualified as an eligible private company for the financial year, does not exceed $200 million; and
(c) that the average number of the company’s employees during the financial year does not exceed 100. (4) The conditions specified for the purposes of section 362(4) are—
(a) that the amount of the company’s total revenue for the financial year, as reflected in the company’s annual financial statements for the financial year, does not exceed $200 million;
(b) that the amount of the company’s total assets at the date of the statement of financial position for the financial year, as reflected in the company’s annual financial statements for the financial year, does not exceed $200 million; and
(c) that the average number of the company’s employees during the financial year does not exceed 100. (5) The condition specified for the purposes of section 363(1), (2) and (3) is that the amount of the company’s
total revenue for the financial year, as would be reflected in the company’s annual financial statements for the financial year if the company were qualified as a small guarantee company for the financial year, does not exceed $25 million.
(6) The condition specified for the purposes of section 363(4) is that the amount of the company’s total revenue for the financial year, as reflected in the company’s annual financial statements for the financial
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year, does not exceed $25 million. (7) The condition specified for the purposes of section 364(1), (2), (3), (4) and (5) is that each company in the
group is qualified as a small private company for the financial year. (8) The conditions specified for the purposes of section 364(1), (2) and (3) are—
(a) that the aggregate amount of the group’s total revenue for the financial year does not exceed $100 million;
(b) that the aggregate amount of the group’s total assets at the date of the statement of financial position for the financial year does not exceed $100 million; and
(c) that the aggregate number of employees of the group during the financial year does not exceed 100. (9) The conditions specified for the purposes of section 364(4) and (5) are—
(a) that the aggregate amount of the group’s total revenue for the financial year does not exceed $100 million;
(b) that the aggregate amount of the group’s total assets at the date of the statement of financial position for the financial year does not exceed $100 million; and
(c) that the aggregate number of employees of the group during the financial year does not exceed 100. (10) The condition specified for the purposes of section 365(1), (2), (3), (4) and (5) is that each company in the
group is qualified as an eligible private company for the financial year. (11) The conditions specified for the purposes of section 365(1), (2) and (3) are—
(a) that the aggregate amount of the group’s total revenue for the financial year does not exceed $200 million;
(b) that the aggregate amount of the group’s total assets at the date of the statement of financial position for the financial year does not exceed $200 million; and
(c) that the aggregate number of employees of the group during the financial year does not exceed 100. (12) The conditions specified for the purposes of section 365(4) and (5) are—
(a) that the aggregate amount of the group’s total revenue for the financial year does not exceed $200 million;
(b) that the aggregate amount of the group’s total assets at the date of the statement of financial position for the financial year does not exceed $200 million; and
(c) that the aggregate number of employees of the group during the financial year does not exceed 100. (13) The conditions specified for the purposes of section 366(1), (2) and (3) are—
(a) that each company in the group is qualified as a small guarantee company for the financial year; and (b) that the aggregate amount of the group’s total revenue for the financial year does not exceed $25
million. (14) The conditions specified for the purposes of section 366(4) and (5) are—
(a) that each company in the group is qualified as a small guarantee company for the financial year; and (b) that the aggregate amount of the group’s total revenue for the financial year does not exceed $25
million. (15) In subsections (1), (3), (5), (7), (8), (10), (11) and (13)—
(a) a reference to a financial year of a company for the purposes of section 361(2), 362(2), 363(2), 364(2), 365(2) or 366(2) includes a financial year of the company for the purposes of the predecessor Ordinance that immediately precedes the company’ s first financial year after the coming into operation of this section; and
(b) a reference to a company’s annual financial statements is, in the case of a financial year of the company for the purposes of the predecessor Ordinance, a reference to the company’s accounts for the financial year.
2. Provisions supplementary to section 1 of this Schedule
(1) For the purposes of section 1(1)(a), (2)(a), (3)(a), (4)(a), (5), (6), (8)(a), (9)(a), (11)(a), (12)(a), (13)(b) and (14)(b) of this Schedule, the amount of total revenue for a financial year that is shorter or longer than 12 months is to be calculated on a pro-rata basis as if the length of the financial year were 12 months.
(2) For the purposes of section 1(8), 1(11) and (13)(b) of this Schedule, the aggregate amount of the group’s
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total revenue or assets— (a) is to be calculated by aggregating the total revenue or assets (as the case may be) of each company in
the group, as would be reflected in the company’s annual financial statements or annual consolidated financial statements for the financial year if the group were qualified as a group of small private companies, companies (as the case may be); and
(b) is to be calculated on the basis that the set-offs and other adjustments for transactions between companies in the group have been made.
(3) For the purposes of section 1(9), 1(12) and (14)(b) of this Schedule, the aggregate amount of the group’s total revenue or assets— (a) is to be calculated by aggregating the total revenue or assets (as the case may be) of each company in
the group, as reflected in the company’s annual financial statements or annual consolidated financial statements for the financial year; and
(b) is to be calculated on the basis that the set-offs and other adjustments for transactions between companies in the group have been made.
(4) For the purposes of section 1(8)(c), (9)(c), (11)(c) and (12)(c) of this Schedule, the aggregate number of employees of the group during a financial year is to be calculated by aggregating the average number of employees of each company in the group during the financial year.
(5) For the purposes of subsection (4) and of section 1(1)(c), (2)(c), (3)(c) and (4)(c) of this Schedule, the average number of a company’s employees during a financial year is to be calculated by using the following formula—
M — N
where— M represents the aggregate of the number of the company’s employees as at the end of each month
during the financial year; N represents the number of months in the financial year.
(6) In subsections (2)(a) and (3)(a), a reference to a company’s annual financial statements or annual consolidated financial statements is, in the case of a financial year of the company for the purposes of the predecessor Ordinance mentioned in section 1(15)(a) of this Schedule, a reference to the company’s accounts or group accounts for the financial year.
Schedule: 4 Accounting Disclosures L.N. 163 of 2013 03/03/2014
[sections 358, 380 & 911]
Part 1
Disclosures for Companies whether or not Falling within Reporting Exemption
1. Aggregate amount of authorized loans
The financial statements for a financial year must contain, under separate headings, the aggregate amount of any outstanding loans made under the authority of sections 280 and 281 during the financial year.
2. Statement of financial position to be contained in notes to annual consolidated financial statements
(1) The annual consolidated financial statements for a financial year— (a) must contain, in the notes to the statements, the holding company’s statement of financial position for
the financial year; and (b) must include a note disclosing the movement in the holding company’s reserves.
(2) Despite section 380(4), the holding company’s statement of financial position to be contained in the notes
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to the annual consolidated financial statements for a financial year is not required to contain any notes. (3) That statement of financial position must be in the format in which that statement would have been prepared
if the holding company had not been required to prepare any annual consolidated financial statements for the financial year.
3. Subsidiary’s financial statements must contain particulars of ultimate parent undertaking
(1) This section applies if, at the end of a financial year, a company is the subsidiary of another undertaking. (2) The company’s financial statements for the financial year must contain, in the notes to the statements—
(a) the name of the undertaking regarded by the directors as being the company’s ultimate parent undertaking; and
(b) the following information relating to that undertaking as known to the directors— (i) if that undertaking is a body corporate, the country in which it is incorporated; (ii) if that undertaking is not a body corporate, the address of its principal place of business.
4. Compliance with applicable accounting standards
The financial statements for a financial year must state— (a) whether they have been prepared in accordance with the applicable accounting standards within the
meaning of section 380; and (b) if they have not been so prepared, the particulars of, and the reasons for, any material departure from
those standards.
Part 2
Disclosures for Companies not Falling within Reporting Exemption
1. Remuneration of auditor (1) A company’s financial statements for a financial year must state, under a separate heading, the amount of
the remuneration of the auditor. (2) In this section— remuneration(酬金), in relation to an auditor of a company, includes any sum paid by the company in respect of
the auditor’s expenses.
Schedule: 5 Contents of Directors’ Report: Business Review L.N. 163 of 2013 03/03/2014
[sections 388 & 911]
1. A directors’ report for a financial year must contain a business review that consists of— (a) a fair review of the company’s business; (b) a description of the principal risks and uncertainties facing the company; (c) particulars of important events affecting the company that have occurred since the end of the financial
year; and (d) an indication of likely future development in the company’s business.
2. To the extent necessary for an understanding of the development, performance or position of the company’s business, a business review must include—
(a) an analysis using financial key performance indicators; (b) a discussion on—
(i) the company’s environmental policies and performance; and (ii) the company’s compliance with the relevant laws and regulations that have a significant impact
on the company; and
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(c) an account of the company’s key relationships with its employees, customers and suppliers and others that have a significant impact on the company and on which the company’s success depends.
3. This Schedule does not require the disclosure of any information about impending developments or matters in the course of negotiation if the disclosure would, in the directors’ opinion, be seriously prejudicial to the company’s interests.
4. This Schedule has effect in relation to a directors’ report required to be prepared under section 388(2) as if a reference to the company were a reference to—
(a) the company; and (b) the subsidiary undertakings included in the annual consolidated financial statements for the financial
year. 5. In this Schedule—
key performance indicators(關鍵表現指標) means factors by reference to which the development, performance or position of the company’s business can be measured effectively.
Schedule: 6 Information to be Contained in Annual Return and Documents by which Annual Return must be Accompanied
L.N. 163 of 2013 03/03/2014
Remarks: Sections 3 and 4 of Schedule 6 are not yet in operation.
[sections 664 & 911]
Part 1
Information to be Contained in Annual Return
1. An annual return under section 662(1) or (3) must contain the following information in respect of the company —
(a) the company name, its registered number and business name (if any); (b) the type of company; (c) the address of the registered office of the company; (d) the date to which the company makes up the return; (e) particulars of the total amount of the indebtedness of the company in respect of all mortgages and
charges that— (i) are required to be registered with the Registrar under this Ordinance; or (ii) would have been required to be so registered if created after 1 January 1912;
(f) in the case of a company having a share capital— (i) particulars relating to members and share capital of the company; and (ii) if the company has converted any of its shares into stock and given notice of the conversion to
the Registrar, the amount of stock held by each of the existing members; (g) in the case of a company not having a share capital, except for a company registered with an unlimited
number of members, the number of members of the company; (h) if any company records are kept at a place other than the company’s registered office, the address of
that place and the records that are kept there; (i) particulars with respect to—
(i) any person who at the date of the return is a director or reserve director of the company; and (ii) any person who at that date is a company secretary of the company, that are by this Ordinance required to be contained with respect to them in the register of directors and register of company secretaries of a company.
2. In the case of a listed company, the particulars relating to members as required under section 1(f)(i) of this Schedule are limited to those relating to members who held 5% or more of the issued shares in any class of the company’s shares as at the date of the return.
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3. If a director or reserve director is a natural person, the particulars as required under section 1(i) of this Schedule do not include—
(a) an address contained in the register of directors as the usual residential address of the director or reserve director; and
(b) the full number of the identity card or passport of the director or reserve director. 4. If a company secretary is a natural person, the particulars as required under section 1(i) of this Schedule do not
include the full number of the identity card or passport of the company secretary. 5. In the case of a company that keeps a branch register of members in accordance with section 636(1), the
particulars of the entries in that register need not be included in the annual return if copies of those entries have not been received at the registered office of the company. Those particulars must, so far as they relate to matters that are required to be contained in the annual return, be included in the next annual return after copies of those entries are received at the registered office of the company.
Part 2
Additional Information to be Contained in Annual Return of Private Company
6. An annual return under section 662(1) must also contain the following information in respect of the private company— (a) a statement that the company has not—
(i) since the date of the last return; or (ii) in the case of a first return, since the date of the incorporation of the company, issued any invitation to the public to subscribe for any shares or debentures of the company; and
(b) if the annual return discloses the fact that the number of members of the company exceeds 50, a statement that the excess consists wholly of persons who, under section 11(2), are excluded in the calculation of the number of members of the company.
Part 3
Documents by which Annual Return of Public Company or Company Limited by Guarantee must be
Accompanied
7. An annual return under section 662(3) must be accompanied by— (a) copies of the documents required to be sent to every member of the company under section 430, certified by
a director or company secretary of the company to be true copies; and (b) if any of the documents mentioned in paragraph (a) is in a language other than English or Chinese, a
certified translation (to be annexed to that document) in English or Chinese of the document.
Schedule: 7 Offences in respect of which Proceedings not Instituted under Certain Conditions
L.N. 161 of 2013; L.N. 163 of 2013
03/03/2014
[sections 899 & 911]
1. An offence under section 74(2) 2. An offence under section 124(3) 3. An offence under section 124(4) 4. An offence under section 662(6) 5. An offence under section 788(3) 6. An offence under section 789(3) 7. An offence under section 792(6) (in so far as it relates to the contravention of section 792(1) or (2)) (Added
L.N. 161 of 2013) 8. An offence under section 7(1) or (2) of the Companies (Disclosure of Company Name and Liability Status)
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Regulation (Cap 622 sub. leg. B) (Added L.N. 161 of 2013)
Schedule: 8 Amendments relating to Paperless Holding and Transfer of Shares and Debentures
Remarks: Not yet in operation
[section 908]
1. This Ordinance amended
This Ordinance is amended as set out in sections 2 to 14 of this Schedule.
2. Section 2 amended (Interpretation)
Section 2(1)— Add in alphabetical order “prescribed securities(訂明證券) has the meaning given by section 397(5) of the Securities and Futures
Ordinance (Cap 571); Scripless Rules(《無紙化規則》) means rules made under section 397(1A) of the Securities and Futures
Ordinance (Cap 571);”.
3. Section 134 amended (Nature and transferability of shares)
Section 134(2), after “articles”— Add “subject, for shares or other interests that are prescribed securities, to the Scripless Rules”.
4. Section 137 amended (Share certificate to be proof of title in the absence of contrary evidence)
(1) Section 137— Renumber the section as section 137(1).
(2) After section 137(1)— Add “(2) Subsection (1) does not affect section 635.”.
5. Section 144 amended (Issue of share certificate on allotment)
Section 144— Repeal subsection (2) Substitute “(2) Subsection (1) does not apply if—
(a) the shares are prescribed securities that are allotted in accordance with the Scripless Rules; or (b) the shares are not prescribed securities and the conditions of issue of the shares provide
otherwise.”.
6. Section 150 amended (Requirement for instrument of transfer)
After section 150(2)— Add “(3) Subsection (1) does not apply to a transfer, made in accordance with the Scripless Rules, of
shares that are prescribed securities.”.
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7. Section 153 amended (Transfer by personal representative)
Section 153— Repeal “execution of the instrument of transfer” Substitute “the transfer”.
8. Section 155 amended (Issue of share certificate on transfer)
Section 155(3)— Repeal paragraph (a) Substitute “(a) either—
(i) the shares are prescribed securities that are transferred in accordance with the Scripless Rules; or (ii) the shares are not prescribed securities and the conditions of issue of the shares provide
otherwise;”.
9. Section 318 amended (Issue of debenture or certificate for debenture stock on allotment)
Section 318— Repeal subsection (2) Substitute “(2) Subsection (1) does not apply if—
(a) the debentures or debenture stock are prescribed securities that are allotted in accordance with the Scripless Rules; or
(b) the debentures or debenture stock are not prescribed securities and the conditions of issue of the debentures or debenture stock provide otherwise.”.
10. Section 320 amended (Requirement for instrument of transfer)
After section 320(2)— Add “(3) Subsection (1) does not apply to a transfer, made in accordance with the Scripless Rules, of
debentures or debenture stock that are prescribed securities.”.
11. Section 323 amended (Issue of debenture or certificate for debenture stock on transfer)
Section 323(3)— Repeal paragraph (a) Substitute “(a) either—
(i) the debentures or debenture stock are prescribed securities that are transferred in accordance with the Scripless Rules; or
(ii) the debentures or debenture stock are not prescribed securities and the conditions of issue of the debentures or debenture stock provide otherwise;”.
12. Section 627A added
After section 627— Add
“627A. Additional register entries for prescribed securities
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(1) If a company’s share capital is divided into different classes of shares and any of those shares are prescribed securities, the company must enter in the register of its members— (a) a statement that its share capital is divided into different classes of shares; (b) the voting rights attached to the shares of each class; (c) in relation to a class of shares the holders of which are not entitled to vote at general meetings of
the company, the words “non voting” or the Chinese characters “無表決權”; and (d) any other matters that are required by the Scripless Rules to be entered in the register.
(2) Subsection (1)(c) does not apply to shares that are described as preference shares or preferred shares. (3) If a company contravenes subsection (1), the company, and every responsible person of the company,
commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.”.
13. Section 635 amended (Register to be proof in the absence of contrary evidence)
(1) Section 635— Renumber the section as section 635(1).
(2) After section 635(1)— Add “(2) Without limiting subsection (1), in the absence of evidence to the contrary, an entry in the
register of members recording a person as holding any share is proof of the person’s title to the share.”.
14. Section 696 amended (Obligations of offeror with right to buy out minority shareholders)
Section 696— Repeal subsection (4) Substitute
“(4) Subsection (3)(a)(ii) does not require the offeror to send to the company an instrument of transfer of — (a) any shares for which a share warrant is for the time being outstanding; or (b) any shares that are prescribed securities, if the transfer of the shares is made in accordance with the
Scripless Rules.”.
Schedule: 9 Consequential and Related Amendments to Companies Ordinance (Cap 32) and its Subsidiary Legislation
E.R. 1 of 2014 04/03/2014
[sections 912 & 920]
1-164. (Omitted as spent—E.R. 1 of 2014)
165. Companies (Exemption from Statement of Turnover) Order repealed
The Companies (Exemption from Statement of Turnover) Order (Cap 32 sub. leg. D)— Repeal the Order.
166. Companies (Specification of Names) Order repealed
The Companies (Specification of Names) Order (Cap 32 sub. leg. E)— Repeal the Order.
167-199. (Omitted as spent—E.R. 1 of 2014)
200. Companies (Summary Financial Reports of Listed Companies) Regulation repealed
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The Companies (Summary Financial Reports of Listed Companies) Regulation (Cap 32 sub. leg. M)— Repeal the Regulation.
201. Companies (Revision of Accounts and Reports) Regulation repealed
The Companies (Revision of Accounts and Reports) Regulation (Cap 32 sub. leg. N)— Repeal the Regulation.
(Amended E.R. 1 of 2013)
Schedule: 10 (Omitted as spent—E.R. 1 of 2014) E.R. 1 of 2014 04/03/2014
1-480. (Omitted as spent—E.R. 1 of 2014)
Schedule: 11 Transitional and Saving Provisions L.N. 163 of 2013 03/03/2014
Expanded Cross Reference:
188, 189, 190, 191, 192
Remarks: Section 115 of Schedule 11 is not yet in operation.
[sections 27, 369 & 913] (Amended E.R. 1 of 2013)
Part 1
Preliminary
1. Interpretation
In this Schedule— repeal (廢除) means a repeal by section 912, and repealed is to be construed accordingly.
Part 2
Transitional and Saving Arrangements for Part 2
2. Office of Registrar
(1) A person holding or acting in the office of Registrar of Companies immediately before the commencement date* of section 21 continues to hold or act in that office (as the case may be) as if the person were appointed under section 21(1).
(2) The last seals that were directed under section 303(4) of the predecessor Ordinance to be prepared are to be regarded as seals that have been directed under section 21(4) to be prepared.
(3) The place directed or last directed by the Chief Executive under section 303(1) of the predecessor Ordinance before the commencement date* of section 21 is to be regarded as the place that has been designated under section 21(3).
Part 3
Transitional and Saving Arrangements for Part 3
3. Application for company formation
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(1) This section applies to a pending application— (a) that was made before the commencement date* of Division 1 of Part 3 to the Registrar for the purposes
of section 14A(1) of the predecessor Ordinance; and (b) in respect of which section 15(1) of that Ordinance was complied with before that date.
(2) Sections 4, 5, 6, 9, 10, 11, 12, 14, 14A, 15, 16, 18, 18A, 20, 23 and 24 of the predecessor Ordinance, Tables A, B, C, D and E in the First Schedule to that Ordinance, and the Companies (Specification of Names) Order (Cap 32 sub. leg. E), as in force immediately before their repeal, continue to apply in relation to the pending application.
4. Application for Registrar’s licence to dispense with “Limited” etc.
Section 21(1), (2) and (3) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to a pending application delivered to the Registrar before the commencement date* of Subdivision 2 of Division 3 of Part 3 for a licence under section 21(1) or (2) of the predecessor Ordinance.
5. Licence dispensing with “Limited” etc.
A licence that was granted under section 21(1) or (2) of the predecessor Ordinance and was in force immediately before the commencement date* of Subdivision 2 of Division 3 of Part 3 is to be regarded as a licence granted under section 103 for the purposes of this Ordinance.
6. Alteration of company’s objects
(1) Section 8 of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to a special resolution passed before the commencement date* of Subdivision 4 of Division 2 of Part 3 for the purposes of section 8(1) of the predecessor Ordinance.
(2) Item 1(a) of Schedule 1 to the Companies (Fees and Percentages) Order (Cap 32 sub. leg. C), as in force immediately before its repeal, continues to apply in relation to a petition to confirm an alteration in a memorandum presented under section 8 of the predecessor Ordinance having a continuing effect under subsection (1).
7. Alteration of certain conditions of memorandum of association
Sections 8(2)(a), (3), (4), (7), (7A) and (8) and 25A of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to a special resolution passed before the commencement date* of Subdivision 4 of Division 2 of Part 3 for the purposes of section 25A(1) of the predecessor Ordinance.
8. Alteration of articles by special resolution
Section 13 of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to a special resolution passed before the commencement date* of Subdivision 4 of Division 2 of Part 3 for the purposes of section 13(1) of the predecessor Ordinance.
9. Savings for Table A in former Companies Ordinance
This Ordinance does not affect— (a) Table A in the First Schedule to the Companies Ordinance 1865 (1 of 1865), as in force from time to
time, so far as it applies to any existing company; (b) Table A in the First Schedule to the Companies Ordinance 1911 (58 of 1911), as in force from time to
time, so far as it applies to any existing company; and (c) Table A in the First Schedule to the predecessor Ordinance, so far as it applies to any existing
company.
Cap 622 - Companies Ordinance 364
10. Special resolution changing company name
Sections 20 and 22(1A), (1B), (7) and (8) of the predecessor Ordinance and the Companies (Specification of Names) Order (Cap 32 sub. leg. E), as in force immediately before their repeal, continue to apply in relation to a special resolution passed before the commencement date* of Subdivision 3 of Division 3 of Part 3 for the purposes of section 22(1) of the predecessor Ordinance.
11. Registrar’s direction to change company name
(1) Section 22(5) and (6) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to a direction given by the Registrar before the commencement date* of Subdivision 3 of Division 3 of Part 3 under section 22(2), (3A), (3B) or (4) of the predecessor Ordinance.
(2) Sections 22(7) and (8) and 22A(2), (3) and (4) of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to a direction given by the Registrar before the commencement date* of Subdivision 3 of Division 3 of Part 3 under section 22A(1) or (1A) of the predecessor Ordinance.
12. Re-registration of unlimited company as limited company
(1) This section applies to a special resolution— (a) that was passed before the commencement date* of Subdivision 2 of Division 2 of Part 3 for the
purposes of section 19(1) of the predecessor Ordinance by an existing company registered as an unlimited company on or after 31 August 1984; and
(b) in respect of which no certificate of incorporation was issued before that commencement date* under section 19(4) of that Ordinance.
(2) Sections 19(1), (2), (3), (4) and (5) and 117 of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to the special resolution.
(3) An unlimited company re-registered as a limited company on or after the commencement date* of Division 2 of Part 3 under the provisions having a continuing effect under subsection (2) is, for all purposes, to be regarded as a limited company registered under the predecessor Ordinance.
Part 4
Transitional and Saving Arrangements for Part 4
Division 1
General Transitional and Saving Provisions
13. Conversion of shares into stock
(1) Section 138 does not affect the conversion of shares into stock on or after the commencement date* of that section in accordance with a resolution passed before that commencement date*.
(2) The reference in section 174 to the conversion of shares into stock before the repeal of the power to do so includes a conversion referred to in subsection (1).
(3) The following provisions of the predecessor Ordinance, as in force immediately before their repeal, continue to apply to a conversion of shares into stock that took place before the commencement date* of section 138 or a conversion referred to in subsection (1)— (a) section 54 (so far as it relates to a conversion of shares into stock); (b) paragraph (i) of the proviso to section 95(1); and (c) section 95(4) (so far as it relates to that paragraph).
(4) If any amounts of stock have been entered in the register of members of the company in accordance with paragraph (i) of the proviso to section 95(1) of the predecessor Ordinance, those amounts are to be regarded as the details required by Subdivision 2 of Division 2 of Part 12 to be entered in the register instead of the details relating to shares.
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14. Share warrants
(1) This section applies if a company has issued a share warrant before the commencement date* of section 139 but has not complied with section 97(1) of the predecessor Ordinance before that commencement date*.
(2) Section 97(1) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply to the company in relation to the share warrant.
(3) If the particulars of a share warrant have been entered in the register of members of the company in accordance with section 97(1) of the predecessor Ordinance, those particulars are to be regarded as the details required by Subdivision 2 of Division 2 of Part 12 to be entered in the register.
15. Exercise by directors of power to allot shares or grant rights
Section 140 does not apply to an allotment of shares by a company on or after the commencement date* of that section in accordance with an offer, agreement or option made or granted by the company before 31 August 1984.
16. Allotment of shares or grant of rights with company approval
An approval in force under section 57B of the predecessor Ordinance immediately before the commencement date* of section 141 has effect on and after that commencement date* as if given under section 141.
17. Return of allotments
Section 45 of the predecessor Ordinance, as in force immediately before its repeal, continues to apply to shares allotted before the commencement date* of section 142.
18. Registration of allotment
Section 143 applies to shares allotted on or after the commencement date* of that section.
19. Issue of share certificate on allotment
Section 70 of the predecessor Ordinance (so far as it relates to an allotment of shares), as in force immediately before its repeal, continues to apply to shares allotted before the commencement date* of section 144.
20. Validation by Court of issue or allotment
Section 57C of the predecessor Ordinance, as in force immediately before its repeal, continues to apply to shares purportedly issued or allotted before the commencement date* of section 146.
21. Permitted commissions
Section 46 of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to an agreement made in accordance with that section before the commencement date* of section 148 for a company to pay commission to a person in consideration of the person subscribing or agreeing to subscribe for shares in the company or procuring or agreeing to procure subscriptions.
22. Registration of transfer or refusal of registration
Section 69 of the predecessor Ordinance (so far as it relates to a transfer of shares), as in force immediately before its repeal, continues to apply to a transfer lodged before the commencement date* of section 151.
23. Issue of share certificate on transfer
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Section 70 of the predecessor Ordinance (so far as it relates to a transfer of shares), as in force immediately before its repeal, continues to apply to a transfer lodged before the commencement date* of section 155.
24. Transmission of shares by operation of law
Section 69 of the predecessor Ordinance (so far as it relates to a transmission of shares by operation of law), as in force immediately before its repeal, continues to apply to shares transmitted before the commencement date* of Subdivision 2 of Division 4 of Part 4.
25. Replacement of listed companies’ lost share certificates
(1) An application may be made under section 163 for a new share certificate whether the original certificate was lost before, on or after the commencement date* of that section, unless an application for a new certificate had already been made under section 71A of the predecessor Ordinance before that commencement date*.
(2) Section 71A of the predecessor Ordinance, as in force immediately before its repeal, continues to apply to an application for a new certificate made before the commencement date* of section 163.
26. Notice of alteration of share capital
(1) This section applies if a company, before the commencement date* of section 171, does anything referred to in section 54(1)(a) to (f) of the predecessor Ordinance.
(2) Section 54 of the predecessor Ordinance, as in force immediately before its repeal, continues to apply to the company in relation to the thing done.
27. Notice of increase of share capital
Section 55 of the predecessor Ordinance, as in force immediately before its repeal, continues to apply to an increase in a company’ s share capital if the resolution authorizing the increase was passed before the commencement date* of section 171.
28. Description of shares of different classes
Section 57A of the predecessor Ordinance, as in force immediately before its repeal, continues to apply to a share certificate, prospectus or directors’ report issued before the commencement date* of section 179.
29. Variation of class rights: companies having a share capital
(1) Sections 63A and 64 of the predecessor Ordinance, as in force immediately before their repeal, continue to apply to a variation or abrogation of the rights attaching to a class of shares if the resolution or written consent for the variation or abrogation was passed or given before the commencement date* of section 180.
(2) Item 2(a) of Schedule 1 to the Companies (Fees and Percentages) Order (Cap 32 sub. leg. C), as in force immediately before its repeal, continues to apply in relation to an application made under section 64 of the predecessor Ordinance having a continuing effect under subsection (1).
30. Notifying Registrar of variation or attachment of rights to a class of shares
Section 64A of the predecessor Ordinance, as in force immediately before its repeal, continues to apply to an attachment of rights to a class of shares before the commencement date* of section 184.
31. Variation of class rights: companies without a share capital
Sections 188 to 192 apply in relation to a variation or abrogation of the rights of a class of members of a company on or after the commencement date* of those sections. <*Note-Exp. x-Ref: Sections 188, 189, 190,
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191, 192 *>
32. Repeal of provision about reserve share capital
The repeal of sections 52 and 56 of the predecessor Ordinance does not affect the validity of any resolution under those sections that was in force immediately before the repeal.
33. Payment of interest out of capital
(1) Section 57 of the predecessor Ordinance, as in force immediately before its repeal, continues to apply to the payment of interest by a company if the special resolution under paragraph (a) of the proviso to that section authorizing the payment was passed before the repeal, regardless of when the sanction of the court for the payment is obtained.
(2) Without limiting subsection (1), the company may charge interest to capital in accordance with section 57 of the predecessor Ordinance if— (a) interest was paid by a company in accordance with that section before its repeal, but not charged to
capital; or (b) interest is paid by a company after the repeal in accordance with a special resolution passed under
paragraph (a) of the proviso to that section before the repeal, regardless of when the sanction of the court for the payment is obtained.
Note— Paragraph (b) of the proviso to section 57 of the predecessor Ordinance requires the sanction of the court to be obtained before the payment is made.
34. Relief from share capital requirements
(1) Subdivision 1 of Division 8 of Part 4 applies in relation to an issue of shares on or after the commencement date* of that Subdivision whether the arrangement for the issue or the transfer of non-cash assets was made before, on or after that commencement date*.
(2) A reference in section 198 to an amount that, because of Subdivision 1 of Division 8 of Part 4, is not required to be recorded as a company’s share capital includes an amount that, immediately before the repeal of section 48E of the predecessor Ordinance, was not included in the company’s share premium account by virtue of section 48C or 48D of the predecessor Ordinance.
Division 2
Transitional Provisions relating to Abolition of Nominal Value
35. Interpretation
In this Division— continuing provision (續用條文) means a provision of the predecessor Ordinance that has a continuing effect
under this Schedule.
36. References to amount paid on shares issued before commencement date* of section 135
For the purposes of the operation of this Ordinance on and after the commencement date* of section 135 in relation to a share issued before that commencement date*—
(a) the amount paid on the share is the sum of all amounts paid to the company at any time for the share; and
(b) the amount remaining unpaid on the share is the difference between the issue price of the share and the amount paid on the share.
37. Treatment of share premium account and capital redemption reserve
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(1) At the beginning of the commencement date* of section 135, any amount standing to the credit of the company’s share premium account and capital redemption reserve becomes part of the company’s share capital.
(2) Any amount that would be required by a continuing provision to be transferred to a company’s share premium account or capital redemption reserve on or after the commencement date* of section 135 becomes part of the company’s share capital.
38. Use of amount standing to credit of share premium account
(1) Despite section 37 of this Schedule, a company may, on or after the commencement date* of section 135, use the amount that was standing to the credit of its share premium account immediately before that commencement date* to— (a) pay up, in accordance with an agreement made before that commencement date*, shares that are to be
issued on or after that commencement date* to members of the company as fully paid bonus shares; (b) write off—
(i) the preliminary expenses of the company incurred before that commencement date*; or (ii) the expenses incurred, commission paid, or discount allowed, before that commencement date*,
in respect of any issue of shares in the company; or (c) provide for the premium payable on redemption of redeemable preference shares issued before 1
September 1991. (2) Despite section 37 of this Schedule, if redeemable shares issued by a company on or after 1 September 1991
but before the commencement date* of section 135 are redeemed on or after the commencement date* of section 135, any premium payable on their redemption may be paid out of the proceeds of a fresh issue of shares made for the purpose of the redemption, up to an amount equal to the lesser of— (a) the aggregate of the premiums received by the company on the issue of the shares redeemed; (b) the amount that was standing to the credit of the company’s share premium account immediately
before the commencement date* of section 135 less any amounts already applied under subsection (1) or this subsection.
(3) If an amount is paid under subsection (2), the remaining amount available for the purposes of subsection (1) or (2) must be reduced by a corresponding amount.
39. Calls on partly paid shares
The liability of a shareholder for calls in respect of money remaining unpaid on shares issued before the commencement date* of section 135 (whether on account of the nominal value of the shares or by way of premium) is not affected by the share ceasing to have a nominal value.
40. References in contracts and other documents to par or nominal value
(1) This section applies for the purpose of interpreting and applying on or after the commencement date* of section 135— (a) a contract entered into before that commencement date* (including a company’s articles); (b) a resolution of a company or of any of its members made before that commencement date*; or (c) a trust deed or other document executed before that commencement date*.
(2) A reference to the par or nominal value of a share (whether made expressly or by implication) is a reference to— (a) if the share was issued before the commencement date* of section 135, the nominal value of the share
immediately before that commencement date*; (b) if the share is issued on or after the commencement date* of section 135 but shares of the same class
were on issue immediately before that commencement date*, the nominal value that the share would have had if it had been issued immediately before that commencement date*; or
(c) if the share is issued on or after the commencement date* of section 135 and shares of the same class were not on issue immediately before that commencement date*, the nominal value determined by the
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directors. (3) A reference to share premium is a reference to any residual share capital in relation to the share. (4) A reference to a right to a return of capital on a share is a reference to a right to a return of capital of a value
equal to the amount paid in respect of the nominal value of the share. (5) A reference to a distribution in a winding up in proportion to the capital paid up on a share is a reference to
a distribution in a winding up in proportion to the amount paid in respect of the nominal value of the share. (6) A reference to the aggregate par or nominal value of the company’s issued share capital is a reference to
that aggregate as it existed immediately before the commencement date* of section 135 and— (a) increased to take account of the nominal value of any shares issued on or after that commencement
date*; and (b) reduced to take account of the nominal value of any shares cancelled on or after that commencement
date*. (7) Despite subsection (2) or (6), if the nominal value of a share is altered on or after the commencement date*
of section 135 under a continuing provision, a reference to the par or nominal value of the share is a reference to the nominal value as so altered.
41. References in continuing provisions of the predecessor Ordinance
(1) A reference in a continuing provision to the nominal amount or nominal value of a share is, in relation to any period on or after the commencement date* of section 135, a reference to the nominal amount or nominal value of the share immediately before that commencement date*, and a reference to share premium is to be construed accordingly.
(2) A reference in a continuing provision to a company’s share premium account or capital redemption reserve is, in relation to any period on or after the commencement date* of section 135, a reference to the company’s share premium account or capital redemption reserve immediately before that commencement date*.
(3) Despite subsection (1), if the nominal amount or nominal value of a share is altered on or after the commencement date* of section 135 under a continuing provision, a reference in a continuing provision to the nominal amount or nominal value of the share is a reference to the nominal amount or nominal value as so altered.
Part 5
Transitional and Saving Arrangements for Part 5
42. Reduction of share capital confirmed by Court
(1) Section 58 (so far as it relates to a reduction of share capital) and sections 59 to 63 of the predecessor Ordinance and Order 102 of the Rules of the High Court (Cap 4 sub. leg. A), as in force immediately before the commencement date* of Subdivision 3 of Division 3 of Part 5, continue to apply in relation to a resolution for reducing share capital that was passed under section 58(1) of the predecessor Ordinance immediately before that commencement date*.
(2) Sections 58 to 63 of the predecessor Ordinance and Order 102 of the Rules of the High Court (Cap 4 sub. leg. A), as in force immediately before the commencement date* of Subdivision 3 of Division 3 of Part 5— (a) continue to apply, by virtue of section 48B(1) of the predecessor Ordinance as so in force, in relation
to a resolution for reducing share premium that was passed under section 58(1) of the predecessor Ordinance before that commencement date*; and
(b) continue to apply, by virtue of section 49H(4) of the predecessor Ordinance as so in force, in relation to a resolution for reducing capital redemption reserve that was passed under section 58(1) of the predecessor Ordinance before that commencement date*.
(3) Item 1(b) of Schedule 1 to the Companies (Fees and Percentages) Order (Cap 32 sub. leg. C), as in force immediately before its repeal— (a) continues to apply to an application to confirm a reduction of share capital made under section 59 of
the predecessor Ordinance having a continuing effect under subsection (1);
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(b) continues to apply, by virtue of section 48B(1) of the predecessor Ordinance as in force immediately before its repeal, to an application to confirm a reduction of share premium made under section 59 of the predecessor Ordinance having a continuing effect under subsection (2)(a); and
(c) continues to apply, by virtue of section 49H(4) of the predecessor Ordinance as in force immediately before its repeal, to an application to confirm a reduction of capital redemption reserve made under section 59 of the predecessor Ordinance having a continuing effect under subsection (2)(b).
(4) Division 3 of Part 5 does not apply to a reduction of share capital referred to in subsection (1).
43. Share redemptions and buy-backs
(1) Sections 49, 49A, 49B, 49BA, 49C, 49E, 49F, 49G, 49H, 49P, 49Q, 49R, 49S, 58 and 168B of, and the Thirteenth Schedule to, the predecessor Ordinance (so far as they relate to a redemption or purchase by a listed company of its own shares), as in force immediately before their repeal, continue to apply in relation to an authorization that was in force under section 49BA, 49E(2) or 49F(3) of the predecessor Ordinance immediately before the commencement date* of Division 4 of Part 5.
(2) Sections 49 to 49S and 58 of the predecessor Ordinance (so far as they relate to a redemption or purchase by an unlisted company of its own shares), as in force immediately before their repeal, continue to apply in relation to an authorization or approval that was in force under section 49D, 49E(3) or 49F(2) of the predecessor Ordinance immediately before the commencement date* of Division 4 of Part 5.
(3) Division 4 of Part 5 does not apply to a redemption or purchase by a company of its own shares under an authorization or approval referred to in subsection (1) or (2).
44. Redeemable shares issued before commencement date*
Any redeemable preference shares issued before 1 September 1991 and any redeemable shares issued on or after that date but before the commencement date* of section 234 may be redeemed in accordance with this Ordinance.
45. Effect of company’s failure to redeem or buy back
Sections 271 and 272 do not apply to any redeemable preference shares issued before 1 September 1991.
46. Financial assistance by unlisted company for acquisition of its own shares
(1) Sections 47A to 48 of the predecessor Ordinance (so far as they relate to the giving of financial assistance by an unlisted company), as in force immediately before their repeal, continue to apply to the giving of financial assistance by an unlisted company if the directors’ statement under section 47E(6) of the predecessor Ordinance was made before the commencement date* of Division 5 of Part 5.
(2) Division 5 of Part 5 does not apply to the giving of financial assistance referred to in subsection (1).
47. Specified newspapers
Until the Chief Secretary for Administration publishes a list of Chinese language newspapers and English language newspapers in the Gazette under section 203(2), a Chinese language newspaper or an English language newspaper specified in the list of newspapers last published under section 71A(3)(a) of the predecessor Ordinance is taken to be a specified Chinese language newspaper or a specified English language newspaper (as the case may be) for the purposes of Part 5.
Part 6
Transitional and Saving Arrangements for Part 6
48. Saving of predecessor Ordinance for certain distribution
(1) Subject to subsection (2), Part IIA of the predecessor Ordinance, as in force immediately before its repeal,
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continues to apply to a distribution specified in section 295(2), to which Part 6 does not apply. (2) That Part IIA applies as if—
(a) in section 79A(1) of the predecessor Ordinance, in the definition of distribution, the following had been added after paragraph (b)— “(ca) the redemption or buy-back of any shares in the company out of capital (including the
proceeds of any fresh issue of shares), or out of unrealized profits, in accordance with Division 4 of Part 5 of the Companies Ordinance (Cap 622);
(cb) financial assistance given by the company to a member under section 283, 284 or 285 of the Companies Ordinance (Cap 622);”;
(b) in section 79J(2) of the predecessor Ordinance, the following had been added after paragraph (a)— “(ba) financial assistance—
(i) that is given by the company in contravention of Division 5 of Part 5 of the Companies Ordinance (Cap 622); and
(ii) the giving of which reduces the company’s net assets or increases its net liabilities;”; and (c) in section 79M(2) of the predecessor Ordinance—
(i) in paragraph (a), the word “or” had been deleted; and (ii) the following had been added after paragraph (a)—
“(ba) financial assistance given by a company in contravention of section 275 of the Companies Ordinance (Cap 622);”.
49. Saving for certain older provisions in articles
If, immediately before 1 September 1991, a company was authorized by a provision of its articles to apply its unrealized profits in paying up, in full or in part, unissued shares to be allotted to the members as fully or partly paid bonus shares, that provision continues (subject to any alteration of the articles) as authority for those profits to be so applied after that date.
Part 7
Transitional and Saving Arrangements for Part 7
50. Register of debenture holders
On and after the commencement date* of section 308, a register of holders of debentures kept under section 74A of the predecessor Ordinance is to be regarded as a register of debenture holders kept under section 308.
51. Notifying Registrar of place where register of debenture holders is kept
Section 74A(4) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to an obligation to send notice to the Registrar that arose before the commencement date* of section 309 under section 74A(3) of the predecessor Ordinance.
52. Right to inspect register of debenture holders
Sections 75(1), (4), (5) and (6) and 348C(3) of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to a request received by the company before the commencement date* of section 310 for inspecting a register of debenture holders.
53. Right to obtain copy of register of debenture holders
Sections 75(2), (4) and (5) and 348C(3) of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to a request received by the company before the commencement date* of section 310 for a copy of a register of debenture holders (or any part of it).
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54. Request for copy of trust deed or other document
Section 75(3), (4) and (5) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to a request received by the company before the commencement date* of section 310 for a copy of any trust deed or any other document securing any issue of debentures.
55. Company to close register of debenture holders
Section 99 of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to a closure of a register of debenture holders if the notice for the purposes of section 99(1) of the predecessor Ordinance was given before the commencement date* of section 311.
56. Return of allotment
Section 316 applies to debentures or debenture stock allotted on or after the commencement date* of that section.
57. Registration of allotment
Section 317 applies to debentures or debenture stock allotted on or after the commencement date* of that section.
58. Issue of debenture or certificate for debenture stock on allotment
Section 70 of the predecessor Ordinance (so far as it relates to an allotment of debentures or debenture stock), as in force immediately before its repeal, continues to apply in relation to debentures or debenture stock allotted before the commencement date* of sections 318 and 319.
59. Registration of transfer or refusal of registration
Section 69 of the predecessor Ordinance (so far as it relates to a transfer of debentures or debenture stock), as in force immediately before its repeal, continues to apply in relation to a transfer of debentures or debenture stock lodged before the commencement date* of section 321.
60. Issue of debenture or certificate for debenture stock on transfer
Section 70 of the predecessor Ordinance (so far as it relates to a transfer of debentures or debenture stock), as in force immediately before its repeal, continues to apply in relation to a transfer of debentures or debenture stock lodged before the commencement date* of sections 323 and 324.
61. Meeting of debenture holders
Sections 75A, 113, 114B, 114C, 114D(2) and 114E of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to a requisition made before the commencement date* of section 331 for a meeting of debenture holders and to any relevant meeting of debenture holders.
Part 8
Transitional and Saving Arrangements for Part 8
62. Interpretation
(1) In this Part, a copy of an instrument in relation to a charge delivered for registration is a certified copy if it is certified as a true copy—
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(a) by— (i) a director or company secretary of the company, or of the non-Hong Kong company registered
under Part XI of the predecessor Ordinance, delivering the copy for registration; or (ii) a person authorized by that company or non-Hong Kong company for the purpose; or
(b) by— (i) any other person interested in the charge; or (ii) in the case of—
(A) an interested person who is a natural person, a person authorized by the interested person for the purpose; or
(B) an interested person that is a body corporate, a person authorized by the interested person for the purpose, or a director or company secretary of the interested person.
(2) In this Part, a reference to the charged property of a non-Hong Kong company registered under Part XI of the predecessor Ordinance is a reference to— (a) the property in Hong Kong of the company and subject to a charge created by the company, except
property that was not in Hong Kong when the charge was created; or (b) the property in Hong Kong of the company and subject to a charge that subsisted when the property
was acquired by the company, except property that was not in Hong Kong when it was so acquired.
63. Charge created by company
(1) This section applies to a charge if— (a) before section 80 of the predecessor Ordinance was repealed, a company created the charge; and (b) the charge was required by that section to be registered.
(2) Subject to subsection (4), sections 80 and 81 of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to the charge.
(3) Subject to section 68 of this Schedule, section 83(2) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to the charge.
(4) On the expiry of the period of 8 weeks after the commencement date* of Division 2 of Part 8— (a) that section 80 applies in relation to the charge as if—
(i) in subsection (1) of that section, the words “the particulars of the charge (which must include those specified in subsection (1A) and be in the specified form), together with the instrument, if any, by which the charge is created or evidenced” had been substituted by the words “a statement of the particulars of the charge (in the same form as that specified for the purposes of section 335(1) of the Companies Ordinance (Cap 622)), together with a certified copy of the instrument (if any) creating or evidencing the charge”;
(ii) subsection (1A) of that section had been deleted; (iii) in subsection (3) of that section, the words “the delivery to and the receipt by the Registrar of a
copy verified in the prescribed manner of the instrument by which the charge is created or evidenced, shall have the same effect for the purposes of this section as the delivery and receipt of the instrument itself, and” had been deleted;
(iv) in subsection (3) of that section, the words “the instrument or copy” had been substituted by the words “a certified copy of the instrument”;
(v) in subsection (3) of that section, the words “the particulars and instrument or copy” had been substituted by the words “the statement and a certified copy of the instrument”;
(vi) in subsection (4) of that section, the words “the instrument” had been substituted by the words “a certified copy of the instrument”;
(vii) in subsection (7) of that section, the words after “5 weeks after the execution of the” and before the proviso had been substituted by the words “instrument by reference to which the charge is given or, if there is no such instrument, after the execution of the first debenture of the series, a statement of the particulars of the charge (in the same form as that specified for the purposes of section 335(2) of the Companies Ordinance (Cap 622)), together with a certified copy of the instrument by reference to which the charge is given or, if there is no such
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instrument, any one debenture of the series:”; (viii) in subsection (7) of that section, in the proviso, the words “particulars of the date and amount of
each issue” had been substituted by the words “a statement of the particulars of every issue (in the same form as that specified for the purposes of section 341(2) of the Companies Ordinance (Cap 622))”; and
(ix) in subsection (8) of that section, the words “the particulars required to be sent for registration under this section shall include particulars as to the amount or rate per cent of the commission, discount, or allowance so paid or made” had been substituted by the words “a statement required to be sent for registration under this section must be accompanied by a statement of the particulars of the commission, allowance or discount (in the same form as that specified for the purposes of section 342(2) of the Companies Ordinance (Cap 622))”; and
(b) that section 81 applies in relation to the charge as if— (i) in subsection (1) of that section, the words “the particulars of every charge created by the
company and of the issues of debentures of a series, requiring registration under section 80” had been substituted by the words “the statement, or a certified copy of the instrument or debenture, or both, as required under section 80(1), (7) or (8)”;
(ii) in subsection (1) of that section, the words “any such charge” had been substituted by the words “any such statement or certified copy (as the case may be)”; and
(iii) in subsection (3) of that section, the words “the particulars of any charge created by the company, or of the issues of debentures of a series, requiring registration as aforesaid” had been substituted by the words “the statement or certified copy that the company is required under subsection (1) to do so”.
64. Charge created by non-Hong Kong company
(1) This section applies to a charge if— (a) before section 80 of the predecessor Ordinance was repealed, a non-Hong Kong company registered
under Part XI of the predecessor Ordinance created the charge; and (b) the charge was required by that section, as extended by section 91 of the predecessor Ordinance, to be
registered. (2) Subject to subsection (4), sections 80 and 81 of the predecessor Ordinance, as in force immediately before
their repeal, continue to apply, by virtue of section 91 of the predecessor Ordinance as so in force, in relation to the charge.
(3) Subject to section 68 of this Schedule, section 83(2) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply, by virtue of section 91 of the predecessor Ordinance as so in force, in relation to the charge.
(4) On the expiry of the period of 8 weeks after the commencement date* of Division 2 of Part 8— (a) that section 80 applies in relation to the charge as if—
(i) in subsection (1) of that section, the words “the particulars of the charge (which must include those specified in subsection (1A) and be in the specified form), together with the instrument, if any, by which the charge is created or evidenced” had been substituted by the words “a statement of the particulars of the charge (in the same form as that specified for the purposes of section 336(1) of the Companies Ordinance (Cap 622)), together with a certified copy of the instrument (if any) creating or evidencing the charge”;
(ii) subsection (1A) of that section had been deleted; (iii) in subsection (7) of that section, the words after “5 weeks after the execution of the” and
before the proviso had been substituted by the words “instrument by reference to which the charge is given or, if there is no such instrument, after the execution of the first debenture of the series, a statement of the particulars of the charge (in the same form as that specified for the purposes of section 336(2) of the Companies Ordinance (Cap 622)), together with a certified copy of the instrument by reference to which the charge is given or, if there is no such
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instrument, any one debenture of the series:”; (iv) in subsection (7) of that section, in the proviso, the words “particulars of the date and amount of
each issue” had been substituted by the words “a statement of the particulars of every issue (in the same form as that specified for the purposes of section 341(2) of the Companies Ordinance (Cap 622))”; and
(v) in subsection (8) of that section, the words “the particulars required to be sent for registration under this section shall include particulars as to the amount or rate per cent of the commission, discount, or allowance so paid or made” had been substituted by the words “a statement required to be sent for registration under this section must be accompanied by a statement of the particulars of the commission, allowance or discount (in the same form as that specified for the purposes of section 342(2) of the Companies Ordinance (Cap 622))”; and
(b) that section 81 applies in relation to the charge as if— (i) in subsection (1) of that section, the words “the particulars of every charge created by the
company and of the issues of debentures of a series, requiring registration under section 80” had been substituted by the words “the statement, or a certified copy of the instrument or debenture, or both, as required under section 80(1), (7) or (8)”;
(ii) in subsection (1) of that section, the words “any such charge” had been substituted by the words “any such statement or certified copy (as the case may be)”; and
(iii) in subsection (3) of that section, the words “the particulars of any charge created by the company, or of the issues of debentures of a series, requiring registration as aforesaid” had been substituted by the words “the statement or certified copy that the non-Hong Kong company is required under subsection (1) to do so”.
65. Charge existing on property acquired by company
(1) This section applies to a charge if— (a) before section 82 of the predecessor Ordinance was repealed, a company acquired any property subject
to the charge; and (b) the charge was required by that section to be registered.
(2) Subject to subsection (4), section 82 of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to the charge.
(3) Subject to section 68 of this Schedule, section 83(2) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to the charge.
(4) On the expiry of the period of 8 weeks after the commencement date* of Division 3 of Part 8, that section 82 applies in relation to the charge as if— (a) in subsection (1) of that section, the words “the particulars of the charge (which must include those
specified in section 80(1A) and be in the specified form), together with a copy (certified in the prescribed manner to be a correct copy) of the instrument, if any, by which the charge was created or is evidenced” had been substituted by the words “a statement of the particulars of the charge (in the same form as that specified for the purposes of section 338(2) of the Companies Ordinance (Cap 622)), together with a certified copy of the instrument (if any) creating or evidencing the charge”;
(b) in subsection (1) of that section, in the proviso, the words “which the copy” had been substituted by the words “which the certified copy”; and
(c) in subsection (1) of that section, in the proviso, the words “the particulars and the copy of the instrument” had been substituted by the words “the statement and certified copy”.
66. Charge existing on property acquired by non-Hong Kong company
(1) This section applies to a charge if— (a) before section 82 of the predecessor Ordinance was repealed, a non-Hong Kong company registered
under Part XI of the predecessor Ordinance acquired any property subject to the charge; and
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(b) the charge was required by that section, as extended by section 91 of the predecessor Ordinance, to be registered.
(2) Subject to subsection (4), section 82 of the predecessor Ordinance, as in force immediately before its repeal, continues to apply, by virtue of section 91 of the predecessor Ordinance as so in force, in relation to the charge.
(3) Subject to section 68 of this Schedule, section 83(2) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply, by virtue of section 91 of the predecessor Ordinance as so in force, in relation to the charge.
(4) On the expiry of the period of 8 weeks after the commencement date* of Division 3 of Part 8, that section 82 applies in relation to the charge as if in subsection (1) of that section, the words “the particulars of the charge (which must include those specified in section 80(1A) and be in the specified form), together with a copy (certified in the prescribed manner to be a correct copy) of the instrument, if any, by which the charge was created or is evidenced” had been substituted by the words “a statement of the particulars of the charge (in the same form as that specified for the purposes of section 339(3) of the Companies Ordinance (Cap 622)), together with a certified copy of the instrument (if any) creating or evidencing the charge”.
67. Charge existing on property on date of non-Hong Kong company’s registration under Part XI of predecessor Ordinance
(1) This section applies to a charge if— (a) before section 91(5) of the predecessor Ordinance was repealed, a non-Hong Kong company had, on
the date of its registration under Part XI of the predecessor Ordinance, property in Hong Kong subject to the charge; and
(b) the charge was required by that section to be registered. (2) Subject to subsection (4), section 91(5) and (6) of the predecessor Ordinance, as in force immediately
before its repeal, continues to apply in relation to the charge. (3) Subject to section 68 of this Schedule, section 83(2) of the predecessor Ordinance, as in force immediately
before its repeal, continues to apply in relation to the charge. (4) On the expiry of the period of 8 weeks after the commencement date* of Division 3 of Part 8, that section
91(5) applies in relation to the charge as if the words “for registration the particulars in the specified form (including any instrument or its copy by which the charge was created or is evidenced) that are mentioned in this Part as requiring registration in respect of a charge of that kind” had been substituted by the words —
“for registration— (a) either or both of the following—
(i) a statement of the particulars of the charge (in the same form as that specified for the purposes of section 340(2) of the Companies Ordinance (Cap 622)), together with a certified copy of the instrument (if any) creating or evidencing the charge;
(ii) a statement of the particulars of the charge (in the same form as that specified for the purposes of section 340(3) of the Companies Ordinance (Cap 622)), together with a certified copy of the instrument by reference to which the charge is given or, if there is no such instrument, any one debenture of the series; and
(b) (if applicable) the statement as required under the proviso to section 80(7) or (8) having a continuing effect under section 64(4)(a)(iv) or (v) of Schedule 11 to the Companies Ordinance (Cap 622)”.
68. Certificates on registration of charge
Section 83(2) of the predecessor Ordinance, as in force immediately before its repeal— (a) continues to apply in relation to a charge to which section 63 or 65 of this Schedule applies; and (b) continues to apply, by virtue of section 91 of the predecessor Ordinance as so in force, in relation to a
charge to which section 64, 66 or 67 of this Schedule applies, as if the words “this Part” (wherever appearing) had been substituted by the words “this Part having a continuing effect under Schedule 11 to the Companies Ordinance (Cap 622)”.
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69. Entries of satisfaction and release
Section 85 of the predecessor Ordinance, as in force immediately before its repeal— (a) continues to apply in relation to an application made by a company, the mortgagee, or the person
entitled to the charge, before the commencement date* of Division 5 of Part 8 for the purposes of that section 85; and
(b) continues to apply, by virtue of section 91 of the predecessor Ordinance as so in force, in relation to an application made by a non-Hong Kong company registered under Part XI of the predecessor Ordinance, the mortgagee, or the person entitled to the charge, before that commencement date* for the purposes of that section 85.
70. Extension of time for registration and rectification of register of charges
Section 86 of the predecessor Ordinance, as in force immediately before its repeal— (a) continues to apply in relation to an application made by a company, or any person interested, before
the commencement date* of sections 346 and 347 for the purposes of that section 86; and (b) continues to apply, by virtue of section 91 of the predecessor Ordinance as so in force, in relation to an
application made by a non-Hong Kong company registered under Part XI of the predecessor Ordinance, or any person interested, before that commencement date* for the purposes of that section 86.
71. Notice to Registrar of appointment of receiver or manager etc.
(1) This section applies if, before section 87 of the predecessor Ordinance was repealed— (a) a person made an appointment of a receiver or manager of the property of a company, or the charged
property of a non-Hong Kong company registered under Part XI of the predecessor Ordinance, to which subsection (1) of that section 87 applied;
(b) a person obtained an order for the appointment of such a receiver or manager; (c) a person entered into possession of the property of a company, or the charged property of a non-Hong
Kong company registered under Part XI of the predecessor Ordinance, as mortgagee; (d) a person who was appointed as receiver or manager of the property of a company, or the charged
property of a non-Hong Kong company registered under Part XI of the predecessor Ordinance, and in respect of whom notice was required to be given under subsection (1) of that section 87, ceased to act as receiver or manager;
(e) a person who is mentioned in paragraph (c), and in respect of whom notice was required to be given under subsection (2) of that section 87, went out of possession of the property; or
(f) any change occurred in the particulars given in a notice under subsection (1) or (2) of that section 87. (2) In the case of subsection (1)(a) or (b), section 87(1), (3), (6), (7) and (8) of the predecessor Ordinance, as in
force immediately before its repeal— (a) continues to apply in relation to an appointment for a property of a company; and (b) continues to apply, by virtue of section 91 of the predecessor Ordinance as so in force, in relation to an
appointment for a charged property of a non-Hong Kong company registered under Part XI of the predecessor Ordinance.
(3) In the case of subsection (1)(c), section 87(2), (3), (6) and (7) of the predecessor Ordinance, as in force immediately before its repeal— (a) continues to apply in relation to an entry into possession of a property of a company; and (b) continues to apply, by virtue of section 91 of the predecessor Ordinance as so in force, in relation to an
entry into possession of a charged property of a non- Hong Kong company registered under Part XI of the predecessor Ordinance.
(4) In the case of subsection (1)(d), section 87(4), (6), (7) and (8) of the predecessor Ordinance, as in force immediately before its repeal— (a) continues to apply in relation to the ceasing to act as receiver or manager of a property of a company;
and
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(b) continues to apply, by virtue of section 91 of the predecessor Ordinance as so in force, in relation to the ceasing to act as receiver or manager of a charged property of a non-Hong Kong company registered under Part XI of the predecessor Ordinance.
(5) In the case of subsection (1)(e), section 87(4), (6) and (7) of the predecessor Ordinance, as in force immediately before its repeal— (a) continues to apply in relation to the going out of possession of a property of a company; and (b) continues to apply, by virtue of section 91 of the predecessor Ordinance as so in force, in relation to
the going out of possession of a charged property of a non-Hong Kong company registered under Part XI of the predecessor Ordinance.
(6) In the case of subsection (1)(f), section 87(5), (6), (7) and (8) of the predecessor Ordinance, as in force immediately before its repeal— (a) continues to apply in relation to a change that occurred in the particulars given in connection with an
appointment of a receiver or manager of, or an entry into possession as mortgagee of, a property of a company; and
(b) continues to apply, by virtue of section 91 of the predecessor Ordinance as so in force, in relation to a change that occurred in the particulars given in connection with an appointment of a receiver or manager of, or an entry into possession as mortgagee of, a charged property of a non-Hong Kong company registered under Part XI of the predecessor Ordinance.
72. Register of charges
On and after the commencement date* of section 352— (a) a register of charges kept under section 89 of the predecessor Ordinance is to be regarded as a register
of charges kept under section 352(1); and (b) a register of charges kept, by virtue of section 91 of the predecessor Ordinance, under section 89 of
that Ordinance, is to be regarded as a register of charges kept under section 353(1).
73. Notifying Registrar of place where copies of instruments creating charges are kept
Section 88(4) of the predecessor Ordinance, as in force immediately before its repeal— (a) continues to apply in relation to an obligation of a company to send notice to the Registrar under
section 88(3) of the predecessor Ordinance that arose before the commencement date* of section 351; and
(b) continues to apply, by virtue of section 91 of the predecessor Ordinance as so in force, in relation to an obligation of a non-Hong Kong company registered under Part XI of the predecessor Ordinance to send notice to the Registrar under section 88(3) of the predecessor Ordinance that arose before that commencement date*.
74. Notifying Registrar of place where register of charges is kept
Section 89(4) and (5) of the predecessor Ordinance, as in force immediately before its repeal— (a) continues to apply in relation to an obligation of a company to send notice to the Registrar under
section 89(3) of the predecessor Ordinance that arose before the commencement date* of section 354; and
(b) continues to apply, by virtue of section 91 of the predecessor Ordinance as so in force, in relation to an obligation of a non-Hong Kong company registered under Part XI of the predecessor Ordinance to send notice to the Registrar under section 89(3) of the predecessor Ordinance that arose before that commencement date*.
75. Right to inspect copies of instruments creating charges and register of charges
Sections 90 and 348C(3) of the predecessor Ordinance, as in force immediately before their repeal— (a) continue to apply in relation to a request received by a company before the commencement date* of
section 355 for inspecting a register of charges or copies of instruments creating a charge; and
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(b) continue to apply, by virtue of section 91 of the predecessor Ordinance as so in force, in relation to a request received by a non-Hong Kong company registered under Part XI of the predecessor Ordinance before that commencement date* for inspecting a register of charges or copies of instruments creating a charge.
Part 9
Transitional and Saving Arrangements for Part 9
76. Books of account
Sections 121 and 348C of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to books of account for a financial year beginning before the commencement date* of Subdivision 2 of Division 4 of Part 9 and ending on or after that commencement date*.
77. Financial year and related matters
Sections 127 and 141D of, and the Eleventh Schedule to, the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to a financial year beginning before the commencement date* of Division 3 of Part 9 and ending on or after that commencement date*.
78. Accounts and directors’ report
(1) Sections 122, 123, 124, 125, 126, 128, 129, 129A, 129B, 129C, 129D, 129G, 141C, 161, 161A, 161B, 161BA and 161BB of, and the Tenth Schedule to, the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to accounts for a financial year beginning before the commencement date* of Subdivision 3 of Division 4 of Part 9 and ending on or after that commencement date*.
(2) Despite subsection (1), section 122(1B) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to accounts for a financial year beginning before the commencement date* of Subdivision 3 of Division 4 of Part 9 and ending on or after that commencement date* as if paragraph (b) of that section were omitted.
(3) If the Court makes an order under section 122(1B) of the predecessor Ordinance having a continuing effect under subsection (2), the accounts to be laid at the meeting concerned must be made up to the company’s primary accounting reference date under section 369(1)(b).
(4) Sections 129D, 129E, 129F and 141C of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to a directors’ report for a financial year beginning before the commencement date* of Subdivision 4 of Division 4 of Part 9 and ending on or after that commencement date*.
79. Appointment of auditor
(1) Sections 131(1), (2), (3), (4) and (9), 132 and 140 of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to an appointment of auditor for a financial year beginning before the commencement date* of Subdivision 2 of Division 5 of Part 9 and ending on or after that commencement date*.
(2) Section 131(8) of, and paragraph 15 of the Tenth Schedule to, the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to a person appointed as auditor for a financial year beginning before the commencement date* of Subdivision 2 of Division 5 of Part 9 and ending on or after that commencement date*.
80. Auditor’s report
(1) Sections 141(1), (2), (3), (4), (5) and (6), 161(8) and 161B(12) of the predecessor Ordinance, as in force
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immediately before their repeal, continue to apply in relation to a financial year beginning before the commencement date* of Subdivision 3 of Division 5 of Part 9 and ending on or after that commencement date*.
(2) Section 141(7) and (8) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to a general meeting of which notice is given before the commencement date* of Subdivision 4 of Division 5 of Part 9.
81. Removal and resignation of auditor
(1) Sections 131(6), (7) and (10) and 132 of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to a removal of a person appointed as auditor for a financial year beginning before the commencement date* of Subdivision 6 of Division 5 of Part 9 and ending on or after that commencement date*.
(2) Sections 140A and 140B of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to a resignation of a person appointed as auditor for a financial year beginning before the commencement date* of Subdivision 6 of Division 5 of Part 9 and ending on or after that commencement date*.
82. Indemnity provision
Section 165 of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to a provision made before the commencement date* of Subdivision 5 of Division 5 of Part 9.
83. Summary financial report
Sections 141CA, 141CB, 141CC, 141CD, 141CE and 141CF of the predecessor Ordinance, and the Companies (Summary Financial Reports of Listed Companies) Regulation (Cap 32 sub. leg. M), as in force immediately before their repeal, continue to apply in relation to a summary financial report for a financial year beginning before the commencement date* of Division 7 of Part 9 and ending on or after that commencement date*.
84. Voluntary revision of accounts etc.
Section 141E of the predecessor Ordinance, and the Companies (Revision of Accounts and Reports) Regulation (Cap 32 sub. leg. N), as in force immediately before their repeal, continue to apply in relation to accounts for a financial year beginning before the commencement date* of section 449 and ending on or after that commencement date*.
85. Register kept under section 161BB(2) of predecessor Ordinance
On and after the commencement date* of section 384, a register kept under section 161BB(2) of the predecessor Ordinance is to be regarded as a register kept under section 384.
86. Right to inspect register kept under section 161BB(2) of predecessor Ordinance
Sections 161BB(5), (7) and (8) and 348C(3) of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to a request received by the company before the commencement date* of section 386 for inspecting a register kept under section 161BB(2) of the predecessor Ordinance.
87. Right to obtain copy of register kept under section 161BB(2) of predecessor Ordinance
Sections 161BB(6), (7) and (8) and 348C(3) of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to a request received by the company before the commencement date* of section 386 for a copy of the register kept under section 161BB(2) of the predecessor Ordinance.
Part 10
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Transitional and Saving Arrangements for Part 10
88. First directors of companies
Section 153(2) or 153A(2) (as the case requires) of the predecessor Ordinance, as in force immediately before its repeal, applies in relation to a company formed and registered under a provision of the predecessor Ordinance having a continuing effect under this Schedule or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1).
89. Requirement to have at least one director who is natural person
(1) If, on the commencement date* of section 457— (a) a company has at least one director; but (b) that director is not a natural person and none of the company’s other directors (if any) are natural
persons, section 457(2) does not apply to the company until after the end of 6 months after that commencement
date*. (2) If, on the date of incorporation of a company formed and registered under a provision of the predecessor
Ordinance having a continuing effect under this Schedule or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1)— (a) the company has at least one director; but (b) that director is not a natural person and none of the company’s other directors (if any) are natural
persons, section 457(2) does not apply to the company until after the end of 6 months after the commencement date*
of section 457. (3) If, on the commencement date* of section 457, a company is a company deemed to be a dormant company
under section 344A of the predecessor Ordinance, section 457(2) does not apply in relation to the company. (4) If the company mentioned in subsection (3) enters into an accounting transaction, that subsection ceases to
have effect on and after the date of the accounting transaction.
90. Validity of acts of director
Section 157 of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to acts done before the commencement date* of section 461.
91. Removal of director
Section 157B(4) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply if the representations were received by the company before the commencement date* of section 463.
92. Directors’ liabilities
So far as it relates to directors, section 165 of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to any provision to which it applied immediately before the commencement date* of sections 468, 469 and 470.
93. First company secretaries
Section 154(1AA) of the predecessor Ordinance, as in force immediately before its repeal, applies in relation to a company formed and registered under a provision of the predecessor Ordinance having a continuing effect under this Schedule or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1).
94. Records of meetings of directors
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(1) Section 119 of the predecessor Ordinance, as in force immediately before its repeal, continues to apply to meetings of directors held before the commencement date* of sections 481 and 482.
(2) Despite subsection (1), a company is not required to keep the minutes that have been entered in a book in accordance with section 119(1) of the predecessor Ordinance if they have been kept for at least 10 years from the date of the meeting.
(3) Section 153C of the predecessor Ordinance, as in force immediately before its repeal, continues to apply to decisions taken before the commencement date* of section 483.
(4) Despite subsection (3), a company is not required to keep a record that has been entered into a book in accordance with section 153C(3) of the predecessor Ordinance if the record has been kept for at least 10 years from the date of the decision.
Part 11
Transitional and Saving Arrangements for Part 11
95. Loans etc. to directors or other persons
(1) This section applies if— (a) before the commencement date* of Division 2 of Part 11, a company entered into a transaction
specified in section 157HA(3)(a) of the predecessor Ordinance; (b) the transaction was entered into on the condition specified in section 157HA(4)(b) of the predecessor
Ordinance; and (c) that condition has not been satisfied before that commencement date*.
(2) If the company has dispensed with the holding of an annual general meeting in accordance with section 613, the specified condition continues to apply as if it provided— (a) that the approval of the company is required on or before the last date on which the company would
otherwise have been required to hold an annual general meeting; and (b) that any liability falling on any person in connection with the transaction must be discharged within 6
months after that date if that approval is not forthcoming.
96. Loss of office or retirement
(1) Sections 163, 163A, 163B, 163C and 163D of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to a loss of office or retirement specified in those sections that occurred before the commencement date* of Division 3 of Part 11.
(2) For the purposes of this section, a loss of office or retirement occurred— (a) in the case of a directorship, when the person ceased to be a director; or (b) in the case of any other office, when the person ceased to hold the office.
97. Contracts with sole member who is also director
Section 162B of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to a contract specified in that section and entered into before the commencement date* of section 545.
Part 12
Transitional and Saving Arrangements for Part 12
98. Interpretation
(1) For the purposes of sections 100, 101, 102, 104, 105, 106 and 111 of this Schedule, if notice of a meeting is given over more than one day, it is to be regarded as given on the first of those days.
(2) For the purposes of sections 100, 101, 103 and 107 of this Schedule, if copies of a requisition are deposited
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on more than one day, the date on which the requisition is made is to be regarded as the first day on which the copies deposited are sufficient to require the company to act.
99. Written resolution
(1) Sections 116B (except subsections (7), (8), (9) and (10)), 116BA and 116BB of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to resolutions sent or circulated to any relevant member before the commencement date* of Subdivision 2 of Division 1 of Part 12.
(2) In this section— relevant member (有關成員 ) means a member whose signature is required by section 116B(1) of the
predecessor Ordinance.
100. Resolutions at meetings
Section 116 of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to resolutions (other than written resolutions)—
(a) of which notice was given before the commencement date* of Subdivision 3 of Division 1 of Part 12; or
(b) that are proposed at a meeting— (i) of which notice was given before that commencement date*; or (ii) that is convened in accordance with a requisition made before that commencement date* under
section 113 of the predecessor Ordinance.
101. Calling meetings
(1) Section 113 of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to requisitions made before the commencement date* of sections 566, 567 and 568.
(2) Section 114A(1)(b) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to a meeting of which notice was given before the commencement date* of section 569.
102. Notice of meetings
(1) Sections 111(1), 114, 114A, 116A, 141(7) and 155B of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to a meeting of which notice was given before the commencement date* of sections 571, 574, 576 and 577.
(2) Section 116C of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to resolutions for which special notice is required if notice of the intention to move the resolution was given to the company before the commencement date* of section 578.
103. Members’ statements
In so far as it relates to the circulation of any statement in relation to an annual general meeting, section 115A of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to requisitions made to a company under section 115A(1)(b) of the predecessor Ordinance before the commencement date* of Subdivision 6 of Division 1 of Part 12.
104. Procedure at meetings
Sections 114A(1)(c) and (d), 114AA and 118 of the predecessor Ordinance, as in force immediately before their repeal, continue to apply to meetings of which notice was given before the commencement date* of Subdivision 7 of Division 1 of Part 12.
105. Voting at meetings
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Sections 114A(1)(e), 114D, 114E and 116(2) of the predecessor Ordinance, as in force immediately before their repeal, continue to apply to meetings of which notice was given before the commencement date* of Subdivision 8 of Division 1 of Part 12.
106. Proxies and corporate representatives
Sections 114C and 115 of the predecessor Ordinance, as in force immediately before their repeal, continue to apply to meetings of which notice was given before the commencement date* of Subdivision 9 of Division 1 of Part 12.
107. Annual general meetings
(1) The repeal of section 115A of the predecessor Ordinance does not affect its application in relation to a requisition under section 115A(1)(a) of the predecessor Ordinance made to a company before the repeal.
(2) If a company is required under section 78(1) of this Schedule to lay at its annual general meeting an account or a balance sheet in accordance with section 122 of the predecessor Ordinance— (a) section 111(1), (5) and (6) of the predecessor Ordinance, as in force immediately before its repeal,
continues to apply in relation to an annual general meeting at which the account or balance sheet is to be laid; and
(b) section 610 applies in relation to subsequent annual general meetings. (3) For the purposes of subsection (2)(a), section 111(6)(a) of the predecessor Ordinance has effect as if for the
words “a resolution or resolutions in accordance with section 116B”, there were substituted the words “a written resolution or written resolutions”.
(4) The repeal of section 111(2), (3), (4) and (5) of the predecessor Ordinance does not affect its operation in relation to a company if an application under section 111(2) of the predecessor Ordinance was made before the commencement date* of section 610.
(5) If a company has contravened section 111(1) of the predecessor Ordinance and no member of the company has made an application under section 111(2) of that Ordinance, section 610(7), (8) and (9) has effect in relation to the company as if— (a) for the words “subsection (1), (2), (3) or (6)” in section 610(7) and (9), there were substituted the
words “section 111(1) of the predecessor Ordinance”; and (b) for the words “the financial year in respect of which the company has failed to hold an annual general
meeting in accordance with this section” in section 610(8), there were substituted the words “the year in respect of which the company has failed to hold an annual general meeting in accordance with section 111(1) of the predecessor Ordinance”.
(6) In so far as it relates to giving notice of a resolution in relation to an annual general meeting, section 115A of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to requisitions made to a company under section 115A(1)(a) of the predecessor Ordinance before the commencement date* of sections 615 and 616.
108. Records of resolutions and meetings
(1) Sections 116B(7), (8), (9) and (10), 116BC, 119, 119A and 120 of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to resolutions passed, meetings held or decisions taken before the commencement date* of sections 617 to 621.
(2) Despite subsection (1), a company is not required to keep a record or the minutes that have been entered into a book in accordance with section 116B(7), 116BC(3) or 119(1) of the predecessor Ordinance if the record or the minutes have been kept for at least 10 years from the date of the resolution, meeting or decision, as the case may be.
(3) Section 117(1), (5) and (7) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to resolutions passed and agreements made, but not forwarded to the Registrar, before the commencement date* of section 622 (except subsections (3) and (5)).
(4) Section 117(2), (6) and (7) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to a company’s articles issued before the commencement date* of section
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622(3). (5) Section 117(3), (6) and (7) of the predecessor Ordinance, as in force immediately before its repeal,
continues to apply if the request was received by the company before the commencement date* of section 622(5).
109. Right to inspect records of resolutions and meetings
Sections 120(1), (3) and (4) and 348C(3) of the predecessor Ordinance, as in force immediately before their repeal—
(a) continue to apply in relation to a request received by the company before the commencement date* of section 620 for inspecting the books containing the minutes of proceedings of any general meeting of the company;
(b) continue to apply, by virtue of section 116B(9) of the predecessor Ordinance as so in force, in relation to a request received by the company before the commencement date* of section 620 for inspecting the record made in accordance with section 116B(7) of that Ordinance; and
(c) continue to apply, by virtue of section 116BC(4) of the predecessor Ordinance as so in force, in relation to a request received by the company before the commencement date* of section 620 for inspecting the record made in accordance with section 116BC(3) of that Ordinance.
110. Right to obtain copy of records of resolutions and meetings
Sections 120(2), (3) and (4) and 348C(3) of the predecessor Ordinance, as in force immediately before their repeal—
(a) continue to apply in relation to a request received by the company before the commencement date* of section 620 for a copy of the books containing the minutes of proceedings of any general meeting of the company;
(b) continue to apply, by virtue of section 116B(9) of the predecessor Ordinance as so in force, in relation to a request received by the company before the commencement date* of section 620 for a copy of the record made in accordance with section 116B(7) of that Ordinance; and
(c) continue to apply, by virtue of section 116BC(4) of the predecessor Ordinance as so in force, in relation to a request received by the company before the commencement date* of section 620 for a copy of the record made in accordance with section 116BC(3) of that Ordinance.
111. Application to class meetings
Section 63A(6) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to meetings of which notice was given before the commencement date* of Subdivision 12 of Division 1 of Part 12.
112. Register of members
(1) On and after the commencement date* of section 627, a register of members kept under section 95 of the predecessor Ordinance is to be regarded as a register of members kept under and for the purposes of section 627.
(2) Sections 98(1), (3) and (4) and 348C(3) of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to a request received by the company before the commencement date* of section 631 for inspecting a register of members or index of members’ names.
(3) Sections 98(2), (3) and (4) and 348C(3) of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to a request received by the company before the commencement date* of section 631 for a copy of a register of members (or any part of it).
(4) Section 99 of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to a closure of a register of members if the notice for the purposes of section 99(1) of the predecessor Ordinance was given before the commencement date* of section 632.
(5) Section 104 of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in
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relation to a register of members kept under a licence issued under section 103 of that Ordinance.
113. Inspection of register of directors and secretaries
Sections 158(7), (8) and (9) and 348C(3) of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to a request received by the company before the commencement date* of sections 642 and 649 for inspecting a register of directors and secretaries.
114. Register of directors
On and after the commencement date* of section 641, a register of directors and secretaries kept by a company under section 158(1) of the predecessor Ordinance, in so far as it relates to the company’s directors or reserve directors, is to be regarded as a register of directors kept under and for the purposes of section 641.
115. Particulars to be registered in register of directors
(1) An existing company need not comply with any provision of this Ordinance requiring the company’s register of directors to contain particulars additional to those required by the predecessor Ordinance until— (a) the date to which the company makes up its first annual return made up to a date on or after the
commencement date of section 643; or (b) if the company fails to do so, the last date to which the company should have made up that return.
(2) Unless the existing company is a company formed and registered under a provision of the predecessor Ordinance having a continuing effect under this Schedule or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1), subsection (1) does not apply in relation to a director or reserve director of whom particulars are first registered on or after the commencement date of section 643 (whether the director or reserve director was appointed before, on or after that date).
(3) Subsection (1) ceases to apply in relation to a director or reserve director whose registered particulars fall to be altered on or after the commencement date of section 643 (whether the change occurred before, on or after that date).
(4) Subsections (1), (2) and (3) do not affect the particulars required to be included in the company’s annual return.
(5) In the case of a director or reserve director of an existing company who is a natural person, the address of the company’s registered office is to be regarded, on and after the commencement date of section 643, as the correspondence address of the director or reserve director.
(6) The operation of subsection (5) does not give rise to any duty to deliver a notice to the Registrar under section 645.
116. Supplementary provisions relating to particulars to be registered
(1) On the commencement date of section 643, an existing company must remove from its register of directors any entry relating to a shadow director who is deemed to be a director of the company under section 158(10)(a) of the predecessor Ordinance.
(2) If, in accordance with section 158 of the predecessor Ordinance, an existing company has sent to the Registrar a notification in relation to a shadow director of the company, section 645 applies as if the shadow director had ceased to be a director on the commencement date of section 643.
(3) The removal by an existing company from its register of directors on or after the commencement date of section 643 of particulars required by the predecessor Ordinance but not required by this Ordinance does not give rise to any duty to deliver a notice to the Registrar under section 645.
(4) Section 158 of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to a change occurring before the commencement date of section 643.
117. Register of company secretaries
On and after the commencement date* of section 648, a register of directors and secretaries kept by a company
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under section 158(1) of the predecessor Ordinance, in so far as it relates to the company secretary or joint company secretaries of the company, is to be regarded as a register of company secretaries kept under and for the purposes of section 648.
118. Particulars to be registered in register of company secretaries
(1) An existing company need not comply with any provision of this Ordinance requiring the company’s register of company secretaries to contain particulars additional to those required by the predecessor Ordinance until— (a) the date to which the company makes up its first annual return made up to a date on or after the
commencement date* of section 650; or (b) if the company fails to do so, the last date to which the company should have made up that return.
(2) Unless the existing company is a company formed and registered under a provision of the predecessor Ordinance having a continuing effect under this Schedule or by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1), subsection (1) does not apply in relation to a company secretary of whom particulars are first registered on or after the commencement date* of section 650 (whether the company secretary was appointed before, on or after that date).
(3) Subsection (1) ceases to apply in relation to a company secretary whose registered particulars fall to be altered on or after the commencement date* of section 650 (whether the change occurred before, on or after that date).
(4) Subsections (1), (2) and (3) do not affect the particulars required to be included in the company’s annual return.
(5) In the case of a company secretary of an existing company who is a natural person, the address of the company’s registered office is to be regarded, on and after the commencement date* of section 650, as the correspondence address of the company secretary.
(6) The operation of subsection (5) does not give rise to any duty to deliver a notice to the Registrar under section 652.
119. Supplementary provisions relating to particulars to be registered
(1) The removal by an existing company from its register of company secretaries on or after the commencement date* of section 650 of particulars required by the predecessor Ordinance but not required by this Ordinance does not give rise to any duty to deliver a notice to the Registrar under section 652.
(2) Section 158 of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to a change occurring before the commencement date* of section 650.
120. Registered office of company
Section 92 of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to a change occurring before the commencement date* of section 658.
121. Annual return
(1) Except where the company is a private company having a share capital, if the financial year (as defined in section 2(1) of the predecessor Ordinance) of the company begins before the commencement date* of section 662 and ends on or after that date— (a) sections 107 and 109 of the predecessor Ordinance, as in force immediately before their repeal,
continue to apply in relation to the company for that financial year; and (b) section 662 applies in relation to the company for the first financial year that begins on or after that
commencement date* and all subsequent financial years. (2) If the company is a private company having a share capital, sections 107 and 109 of the predecessor
Ordinance, as in force immediately before their repeal, continue to apply in relation to the company’s annual returns made up to a date before the commencement date* of section 662.
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Part 13
Transitional and Saving Arrangements for Part 13
122. Saving of predecessor Ordinance etc. for sanctioning arrangement or compromise
(1) Sections 166, 166A and 167 of the predecessor Ordinance and rule 117 of the Companies (Winding-up) Rules (Cap 32 sub. leg. H), as in force immediately before the commencement date* of Division 2 of Part 13, continue to apply in relation to an arrangement or compromise if, before that commencement date*, an application was made to the Court for the purposes of section 166(1) of the predecessor Ordinance for a meeting to be summoned in relation to the arrangement or compromise.
(2) Item 2(e) of Schedule 1 to the Companies (Fees and Percentages) Order (Cap 32 sub. leg. C), as in force immediately before its repeal, continues to apply in relation to an application made under section 166 of the predecessor Ordinance having a continuing effect under subsection (1).
123. Acquisition offer
Section 168(1), (2) and (3) of, and the Ninth Schedule to, the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to an acquisition offer—
(a) that was made before the commencement date* of Division 4 of Part 13; and (b) in relation to which those provisions applied immediately before the repeal.
Part 14
Transitional and Saving Arrangements for Part 14
124. Petition in case of unfair prejudice
(1) Section 168A of the predecessor Ordinance, as in force immediately before 15 July 2005, continues to apply in relation to a petition presented before 15 July 2005 for an order under that section 168A.
(2) Section 168A of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to a petition presented on or after 15 July 2005, but before the commencement date* of Division 2 of Part 14, for an order under that section.
(3) The Companies (Winding-up) Rules (Cap 32 sub. leg. H), as in force immediately before the commencement date* of Division 2 of Part 14, continue to apply in relation to a petition presented on or after 15 July 2005, but before that commencement date*, for an order under section 168A of the predecessor Ordinance.
125. Application for injunction
Section 350B(1)(g) and (h) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to an application made before the commencement date* of Division 3 of Part 14 for the purposes of that section.
126. Derivative action in case of misconduct against companies etc.
Part IVAA of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to—
(a) an application made before the commencement date* of Division 4 of Part 14 for leave to bring or intervene in proceedings under section 168BC of the predecessor Ordinance, as in force immediately before its repeal; and
(b) if leave is granted to bring or intervene in proceedings, the proceedings so brought or intervened in.
127. Application for inspection of company’s records
Cap 622 - Companies Ordinance 389
Sections 152FA, 152FB, 152FC, 152FD and 152FE of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to—
(a) an application made before the commencement date* of Division 5 of Part 14 for an order for inspection under section 152FA of the predecessor Ordinance, as in force immediately before its repeal; and
(b) if an order for inspection is made, the inspection.
Part 15
Transitional and Saving Arrangements for Part 15
128. Disclaimer of property vested in Government under predecessor Ordinance
Sections 290C and 290D of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to a disclaimer of the Government’s title to any property or right (other than immovable property) vested in the Government before the commencement date* of Division 3 of Part 15 under section 292 of the predecessor Ordinance.
129. Striking off
(1) Section 291(2), (3) and (6) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to the striking off the register of the name of a company and to the dissolution of the company if, before the commencement date* of Subdivision 1 of Division 1 of Part 15, the Registrar has sent a letter to the company under section 291(1) of the predecessor Ordinance.
(2) Section 291(6) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to the striking off the register of the name of a company and to the dissolution of the company if, before the commencement date* of Subdivision 1 of Division 1 of Part 15, the Registrar has published in the Gazette a notice in relation to the company under section 291(5) of the predecessor Ordinance.
(3) Section 291(6) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to the striking off the register of the name of a company and to the dissolution of the company if, before the commencement date* of Subdivision 2 of Division 1 of Part 15, the Registrar has published in the Gazette a notice in relation to the company under section 291(4) of the predecessor Ordinance.
(4) Section 291A of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to the striking off the register of the name of a company and to the dissolution of the company if, before the commencement date* of Subdivision 2 of Division 1 of Part 15, the Registrar has made an application for the purposes of section 291A(1) of the predecessor Ordinance.
(5) Section 291AA of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to the deregistration of a company and to the dissolution of the company if, before the commencement date* of Division 2 of Part 15, an application has been made under section 291AA(1) of the predecessor Ordinance.
130. Restoration
(1) Section 291(7) or 291A(2) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to an application made before the commencement date* of Subdivision 2 of Division 4 of Part 15 for the purposes of that section.
(2) Section 291AB(2), (3), (4) and (5) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to an application made before the commencement date* of Subdivision 2 of Division 4 of Part 15 for the purposes of section 291AB(2) of the predecessor Ordinance as in force immediately before the repeal.
131. Bona vacantia
Section 292(2) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in
Cap 622 - Companies Ordinance 390
relation to section 292(1) of the predecessor Ordinance as so in force and having a continuing effect by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1).
Part 16
Transitional and Saving Arrangements for Part 16
132. Application for registration
(1) If, immediately before the commencement date of Division 2 of Part 16, there was a pending application for registration under section 333(1) of the predecessor Ordinance, the application is to be regarded as an application for registration made under section 776(2).
(2) Paragraph (a) of Part III of the Eighth Schedule to the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to an application mentioned in subsection (1), as if the reference to section 333AA(2)(c) in that paragraph were a reference to section 777(4)(a).
(3) Paragraph (aa) of Part III of the Eighth Schedule to the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to an application mentioned in subsection (1), as if the reference to section 333 in that paragraph were a reference to section 776.
133. Registered particulars of authorized representative
Section 333A(2) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to a non-Hong Kong company if, on or after the commencement date of Division 5 of Part 16, the company delivers to the Registrar for registration a return in respect of another authorized representative for the purposes of section 335(1)(b) of the predecessor Ordinance having a continuing effect by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1).
134. Registration of return
(1) If— (a) before the commencement date of Division 3 of Part 16, a return and other documents were delivered
to the Registrar for registration under section 335(2) of the predecessor Ordinance; and (b) as at the beginning of that commencement date, the Registrar has not registered the return and issued a
fresh certificate of registration under section 335(3) of the predecessor Ordinance because the Registrar has not received all the documents mentioned in section 335(2)(b) of the predecessor Ordinance,
the return is to be regarded as a return delivered to the Registrar for registration under section 778. (2) If, on or after the commencement date of Division 3 of Part 16, a return and other documents are delivered
to the Registrar for registration under section 335(2) of the predecessor Ordinance having a continuing effect by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1), the return is to be regarded as a return delivered to the Registrar for registration under section 778.
(3) Paragraph (a) of Part III of the Eighth Schedule to the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to an application mentioned in subsection (1), as if the reference to section 335(3) in that paragraph were a reference to section 779(1)(b).
135. Notice to regulate use of corporate names
A notice that was served under section 337B of the predecessor Ordinance, as in force immediately before its repeal, and that was in force immediately before the commencement date of Division 4 of Part 16, continues in force and has effect as if it were a notice served under section 780.
136. Notice of cessation of place of business in Hong Kong
If, on or after the commencement date of Division 7 of Part 16, a non-Hong Kong company sends a notice to the Registrar under section 339(1) of the predecessor Ordinance having a continuing effect by virtue of section 23 of
Cap 622 - Companies Ordinance 391
the Interpretation and General Clauses Ordinance (Cap 1), section 339(2) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to the notice and the company.
137. Notice of dissolution
If, on or after the commencement date of Division 7 of Part 16, an agent of a non-Hong Kong company sends a notice and other documents to the Registrar under section 339AA(1) of the predecessor Ordinance having a continuing effect by virtue of section 23 of the Interpretation and General Clauses Ordinance (Cap 1), section 339AA(2) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to the notice and documents and the company.
138. Striking off
(1) Section 291(2), (3) and (6) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply, by virtue of section 339A(2) of the predecessor Ordinance as so in force, in relation to the striking off the register of the name of a non-Hong Kong company if, before the commencement date of Division 8 of Part 16, the Registrar has sent a letter to the company under section 291(1) of the predecessor Ordinance.
(2) Section 291(6) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply, by virtue of section 339A(2) of the predecessor Ordinance as so in force, in relation to the striking off the register of the name of a non-Hong Kong company if, before the commencement date of Division 8 of Part 16, the Registrar has published in the Gazette a notice in relation to the company under section 291(5) of the predecessor Ordinance.
(3) Section 291(6) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply, by virtue of section 339A(2) of the predecessor Ordinance as so in force, in relation to the striking off the register of the name of a non-Hong Kong company if, before the commencement date of Division 8 of Part 16, the Registrar has published in the Gazette a notice in relation to the company under section 291(4) of the predecessor Ordinance.
139. Restoration
Section 291(7) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply, by virtue of section 339A(2) of the predecessor Ordinance as so in force, in relation to an application made before the commencement date of Division 8 of Part 16 for the purposes of that section 291(7) as in force immediately before the repeal.
140. Certificates previously issued
(1) This section applies to a certificate— (a) that was issued under—
(i) section 333(3) or (5) of the predecessor Ordinance as in force from time to time before 14 December 2007; or
(ii) section 333AA(2)(c) or 335(3) of the predecessor Ordinance as in force immediately before its repeal; and
(b) that was in force immediately before the commencement date of Part 16. (2) The certificate continues in force and has effect as if it were a certificate issued under section 777(4)(a) or
779(1)(b) (as the case may be).
Part 17
Transitional and Saving Arrangements for Part 17
141. Application for registration
(1) If, immediately before the commencement date* of Part 17, there was a pending application for registration
Cap 622 - Companies Ordinance 392
under section 310 of the predecessor Ordinance, the application is to be regarded as an application for registration made under section 807.
(2) Despite section 811, the applicant is not required to pay any fee to the Registrar for the registration if— (a) the company is not registered as a limited company; or (b) the company is registered as a limited company, but the liability of the shareholders was limited by
some other Ordinance before the registration.
Part 18
Transitional and Saving Arrangements for Part 19
142. Investigation by inspectors appointed under section 142 or 143 of predecessor Ordinance
(1) This section applies if, before the commencement date* of Division 2 of Part 19— (a) an inspector was appointed under section 142 or 143 of the predecessor Ordinance by the Financial
Secretary to investigate the affairs of a company; and (b) a final report on the investigation has not yet been published.
(2) Sections 144, 145, 145A, 145B, 146, 146A, 150, 151, 152B, 152D and 152F(1) of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to the investigation.
(3) In section 145B of the predecessor Ordinance, the reference to “section 161” or “section 161B” is to be construed as a reference to “section 161 or section 383 of the Companies Ordinance (Cap 622)” or “section 161B or section 383 of the Companies Ordinance (Cap 622)” respectively.
(4) In section 146(3)(a)(ii) of the predecessor Ordinance, the reference to “the fee appointed under section 305 for a certified copy of a document where the copy has been prepared in the office of the Registrar” is to be construed as a reference to “the fee prescribed by the Financial Secretary for the purposes of section 860(1)(b) of the Companies Ordinance (Cap 622)”.
143. Expenses of investigation by inspectors appointed under section 142 or 143 of predecessor Ordinance
If, before the commencement date* of Division 2 of Part 19— (a) an inspector was appointed under section 142 or 143 of the predecessor Ordinance by the Financial
Secretary to investigate the affairs of a company; and (b) the expenses of and incidental to the investigation has not yet been settled,
section 148 of that Ordinance continues to apply in relation to those expenses.
144. Report made and information obtained by inspectors appointed under section 142 or 143 of predecessor Ordinance
(1) Section 147(1) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to any prosecution arising from— (a) any report made, or any information supplied, under section 146 of that Ordinance; or (b) any information or document obtained under section 152B of that Ordinance.
(2) Sections 147(2), 168A(1) and 168J(1) of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to— (a) any report made under section 146 of that Ordinance; or (b) any information or document obtained under section 152B of that Ordinance.
(3) Section 147(3) and (4) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to— (a) any report made, or any information supplied, under section 146 of that Ordinance; or (b) any information or document obtained under section 152B of that Ordinance.
(4) Section 149 of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to any report made under section 146(1) of that Ordinance.
(5) Section 152C of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in
Cap 622 - Companies Ordinance 393
relation to any information or document obtained under section 152B of that Ordinance.
145. Requirement for production of books or papers under section 152A of predecessor Ordinance
(1) This section applies if, before the commencement date* of Division 3 of Part 19, the Financial Secretary, or a person authorized by the Financial Secretary, required a company or body corporate to produce books or papers under section 152A(1) of the predecessor Ordinance.
(2) Sections 152A(2), (3), (4), (5) and (6), 152B, 152C, 152D, 152E and 152F of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to the requirement.
(3) Section 147(1) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to any prosecution arising from any information or document obtained under section 152A or 152B of that Ordinance.
(4) Sections 147(2), (3) and (4), 168A(1) and 168J(1) of the predecessor Ordinance, as in force immediately before their repeal, continue to apply in relation to any information or document obtained under section 152A or 152B of that Ordinance.
146. Order under section 168A(1) of predecessor Ordinance
(1) This section applies if— (a) before the commencement date* of Division 2 or 3 of Part 19 (as the case may be)—
(i) the Financial Secretary, under section 147(2)(b) of the predecessor Ordinance, presented a petition for an order under section 168A(1) of that Ordinance; and
(ii) the petition has not yet been determined; or (b) on or after the commencement date* of Division 2 or 3 of Part 19 (as the case may be), the Financial
Secretary, in reliance on section 144(2) or 145(4) of this Schedule presents a petition for an order under section 168A(1) of the predecessor Ordinance.
(2) Section 168A(2), (2C), (3), (4) and (6) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to the petition.
147. Application for disqualification order under section 168J(1) of predecessor Ordinance
(1) This section applies if— (a) before the commencement date* of Division 2 or 3 of Part 19 (as the case may be)—
(i) the Financial Secretary made an application for a disqualification order under section 168J(1) of the predecessor Ordinance; and
(ii) the application has not yet been determined; or (b) on or after the commencement date* of Division 2 or 3 of Part 19 (as the case may be), the Financial
Secretary, in reliance on section 144(2) or 145(4) of this Schedule, makes an application for a disqualification order under section 168J(1) of the predecessor Ordinance.
(2) Section 168J(2) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to the application.
148. Investigation by inspectors appointed under section 152(1) of predecessor Ordinance
(1) This section applies if, before the commencement date* of Division 6 of Part 19, an inspector was appointed under section 152(1) of the predecessor Ordinance by a company to investigate its affairs.
(2) Section 152(2), (3), (4) and (5) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to the investigation.
(3) Section 152(6) of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to any report of the inspector on the investigation.
Part 19
Transitional and Saving Arrangements for Part 20
Cap 622 - Companies Ordinance 394
149. Inspection and production of documents if offence suspected
Section 351B of the predecessor Ordinance, as in force immediately before its repeal, continues to apply in relation to an application made before the commencement date* of section 897 for the purposes of that section.
(Amended E.R. 1 of 2013) ___________________________________________________________________ Note: * Commencement date: 3 March 2014.
第 622 章 - 《公司條例》 1
章： 622 《公司條例》 憲報編號 版本日期
詳題 L.N. 163 of 2013 03/03/2014
本條例旨在改革香港的公司法及使之現代化、將關乎公司的部分成文法重新立法、訂定關乎公司的
其他條文，以及就附帶及相關事宜訂定條文。
[第1、3、4、5、6、7、8、9、10、
11、13、14、15、17、18、19及21
部
第2部，但以下條文除外—
第27(3)、(4)、(5)及(6)條(在該
條與董事或備任董事有關的範圍
內)
第47、49、50、51及52條及第7分
部第2次分部
第12部，但以下條文除外—
第643(1)(a)(ii)、(2)(b)及
(3)(b)條(在該條與通訊地址有
關的範圍內)
第643(5)、644、645(5)、647(4)
及(5)、651及657(2)(g)條
第16部，但第791(4)及802(4)及(5)
條除外
第20部，但第908條除外
附表1、3、4、5、7、9及10
附表2，但第3(1)(a)(iii)及(2)條除
外
附表6，但第3及4條除外
附表11，但第115條除外
}}}}}}}}}}
2014年3月3日 2013年第163號法律公告]
(略去制定語式條文—2013年第1號編輯修訂紀錄)
(本為2012年第28號)
部： 1 導言 L.N. 163 of 2013 03/03/2014
(*格式變更─2013年第1號編輯修訂紀錄)
__________________________________________________________________________ 註：
* 第1部的格式已按現行法例樣式更新。
部：
分部：
1
1
簡稱及生效日期 L.N. 163 of 2013 03/03/2014
第 622 章 - 《公司條例》 2
條： 1 簡稱及生效日期 L.N. 163 of 2013 03/03/2014
(1) 本條例可引稱為《公司條例》。
(2) 本條例自財經事務及庫務局局長以憲報公告指定的日期起實施。
部：
分部：
1
2
本條例的釋義：一般條文 L.N. 163 of 2013 03/03/2014
條： 2 釋義 L.N. 163 of 2013 03/03/2014
(1) 在本條例中—
上市公司 (listed company) 指有股份在認可證券市場上市的公司； 《上市規則》 (listing rules) 指認可交易所根據《證券及期貨條例》(第571章)第23條訂立的、
管限證券在該交易所營辦的證券市場上市事宜的規章；
公司 (company) 指— (a) 根據本條例組成及註冊的公司；或
(b) 原有公司；
《公司名稱索引》 (Index of Company Names) 指根據第30條備存的名稱索引； 公司秘書 (company secretary) 包括擔任公司秘書職位的人(不論該人是以何職稱擔任該職位)； 公司登記冊 (Companies Register) 指根據第27條備存的紀錄； 公司集團 (group of companies) 指2間或多於2間的法人團體，而其中一間是餘者的控權公司； 分擔人 (contributory) 就公司而言，指負有法律責任在該公司清盤時作出付款作為該公司資產的
人；
文件 (document) 包括— (a) 傳票、通知、命令及任何其他法律程序文件；及
(b) 登記冊；
可贖回股份 (redeemable shares) 指須按或可按公司或股東的選擇而贖回的股份； 生效日期 (commencement date) 就本條例任何條文而言，指該條文開始實施的日期； 成員 (member) 就公司而言，指—
(a) 該公司的創辦成員；或
(b) 同意成為該公司成員的人，而該人的姓名或名稱是以成員身分記入該公司的成員登記冊
的；
有聯繫公司 (associated company) 就法人團體而言，指— (a) 該法人團體的附屬公司；
(b) 該法人團體的控權公司；或
(c) 上述控權公司的附屬公司；
局長 (Secretary) 指財經事務及庫務局局長； 身分證 (identity card) 指根據《人事登記條例》(第177章)發出的身分證； 法人團體 (body corporate) —
(a) 包括—
(i) 公司；及
(ii) 在香港以外地方成立為法團的公司；但
(b) 不包括單一法團；
法院 (court) 指香港特別行政區具司法管轄權的法院，並包括裁判官；
第 622 章 - 《公司條例》 3
股份 (share) — (a) 指公司股本中的股份；及
(b) (如公司的任何股份被轉換為股額)包括股額；
股份權證 (share warrant) 指符合以下說明的權證— (a) 述明其持有人擁有該權證指明的股份；及
(b) 使該等股份可藉交付該權證而轉讓；
非上市公司 (unlisted company) 指沒有任何股份在認可證券市場上市的公司； 非香港公司 (non-Hong Kong company) 指在香港以外地方成立為法團並符合以下說明的公司—
(a) 在第16部的生效日期當日或之後，在香港設立營業地點；或
(b) 在該生效日期前，已在香港設立營業地點，並在該生效日期繼續在香港設有營業地點；
《前身條例》 (predecessor Ordinance) 指在附表9第2條的生效日期＠前不時有效的《公司條例》 (第32章)；
指明格式 (specified form) 指根據第23條指明的格式； 原有公司 (existing company) 指根據《舊有公司條例》組成及註冊的公司； 書面決議 (written resolution) —見第12部第1分部第2次分部； 特別決議 (special resolution) —見第564條； 破產管理署署長 (Official Receiver) 指根據《破產條例》(第6章)委任的破產管理署署長； 財政年度 (financial year) 就公司而言，指按照第9部第3分部斷定的該公司的財政年度； 高級人員 (officer) 就法人團體而言，包括該法人團體的董事、經理或公司秘書； 執業會計師 (certified public accountant (practising)) 具有《專業會計師條例》(第50章)第
2(1)條給予該詞的涵義；
處長 (Registrar) 指根據第21(1)條委任的公司註冊處處長； 章程細則 (articles) 就公司而言，指該公司的組織章程細則；
附註—
請亦參閱第98條。載於原有公司的組織章程大綱的條件，須視為該公司的章程細則的條文。
備任董事 (reserve director) 就私人公司而言，指根據第455(1)條提名為該公司的備任董事的 人；
創辦成員 (founder member) — (a) 就根據本條例組成及註冊的公司而言，指為第67(1)(a)條的目的而在該公司的章程細則上
簽署的人；或
(b) 就原有公司而言，指在該公司的組織章程大綱上簽署的人；
普通決議 (ordinary resolution) —見第563條； 註冊非香港公司 (registered non-Hong Kong company) 指在公司登記冊內註冊為註冊非香港公司
的非香港公司；
債權證 (debenture) 就公司而言，包括該公司的債權股證、債券及任何其他債務證券( 不論該等債 權股證、債券及債務證券是否構成對該公司資產的押記)；
會計交易 (accounting transaction) 就公司而言，指第373條規定須記入該公司的會計紀錄的交 易，但不包括因支付任何條例規定該公司須支付的費用而產生的交易；
經理 (manager) 就公司而言— (a) 指在董事的直接權限下就該公司執行管理職能的人；但
(b) 不包括—
(i) 該公司的財產的接管人或經理人；及
(ii) 根據《公司(清盤及雜項條文)條例》(第32章)第216條委任的該公司的產業或業務
的特別經理人；
董事 (director) 包括擔任董事職位的人(不論該人是以何職稱擔任該職位)；
第 622 章 - 《公司條例》 4
資訊系統 (information system) 具有《電子交易條例》(第553章)第2(1)條給予該詞的涵義； 電子紀錄 (electronic record) 指資訊系統所產生的數碼形式的紀錄，而該紀錄—
(a) 能在資訊系統內傳送，或能由一個資訊系統傳送至另一個資訊系統；並且
(b) 能儲存在資訊系統或其他媒介內；
幕後董事 (shadow director) 就法人團體而言，指該法人團體的一眾董事或過半數董事慣於按照其 指示或指令(不包括以專業身分提供的意見)行事的人；
認可交易所 (recognized exchange company) 指根據《證券及期貨條例》(第571章)第19(2)條認可 為營辦證券市場的交易所公司的公司；
認可證券市場 (recognized stock market) 具有《證券及期貨條例》(第571章)附表1第1部第1條給 予該詞的涵義；
《舊有公司條例》 (former Companies Ordinance) 指— (a) 《1865年公司條例》*(1865年第1號)；
(b) 《1911年公司條例》#(1911年第58號)；或
(c) 《前身條例》。
(2) 在本條例中—
(a) 提述本條例，包括根據本條例訂立的附屬法例；及
(b) 除第21部及附表11外，提述《前身條例》的條文，包括根據附表11或憑藉《釋義及通則條
例》(第1章)第23條具有持續效力的該條文或其部分。
(3) 在本條例中—
(a) 提述法人團體財產的經理人，包括該財產的某部分的經理人；
(b) 提述法人團體財產的接管人，包括—
(i) 該財產的某部分的接管人；及
(ii) 該財產或該財產的某部分所產生的收入的接管人；及
(c) 提述根據某項文書所載的權力而委任經理人或接管人，包括—
(i) 根據任何條例所賦予的權力作出的委任；及
(ii) 根據符合以下說明的權力作出的委任：憑藉任何條例而隱含在某項文書內，並且
在猶如是載於該文書的權力的情況下具有效力。
(4) 就本條例而言—
(a) 文件或資料如—
(i) 以紙張形式送交或提供；或
(ii) 以能供閱讀的相類形式送交或提供，
即屬以印本形式送交或提供；
(b) 文件或資料如—
(i) 以電子方式送交或提供；或
(ii) 在它屬電子形式之時，以任何其他方式送交或提供，
即屬以電子形式送交或提供；及
(c) 文件或資料如以電子紀錄的形式，向一個資訊系統發送或提供，即屬以電子方式送交或提
供。
(5) 在第(4)款中—
(a) 提述送交文件—
(i) 包括提供、交付、遞交或交出該文件及(如屬通知)發出或給予該文件；但
(ii) 不包括送達該文件；及
(b) 提述提供資料，包括送交、交付、遞交或交出該資料。
(6) 本條例文本中的附註僅供備知，並無立法效力。
第 622 章 - 《公司條例》 5
(編輯修訂—2013年第1號編輯修訂紀錄)
___________________________________________________________
註﹕
* 《1865年公司條例》乃“Companies Ordinance 1865”的譯名。
# 《1911年公司條例》乃“Companies Ordinance 1911”的譯名。
＠ 生效日期：2014年3月3日。
條： 3 責任人 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 本條例的條文訂明，如有—
(i) 違反本條例的情況，或違反某規定、指示、條件或命令的情況；或
(ii) 不遵從某規定、指示、條件或命令的情況，
公司或非香港公司的責任人即屬犯罪；或
(b) 本條例賦權某人訂立將會載有上述條文的附屬法例。
(2) 就有關條文而言，符合以下條件的人，即屬公司或非香港公司的責任人—
(a) 該人是該公司或該非香港公司的高級人員或幕後董事；及
(b) 該人授權、准許或參與違反有關條文、規定、指示、條件或命令，或授權、准許或參與不
遵從有關規定、指示、條件或命令。
(3) 就有關條文而言，符合以下條件的人，亦屬公司或非香港公司的責任人—
(a) 該人是某法人團體的高級人員或幕後董事，而該法人團體是該公司或該非香港公司的高級
人員或幕後董事；
(b) 該法人團體授權、准許或參與違反有關條文、規定、指示、條件或命令，或授權、准許或
參與不遵從有關規定、指示、條件或命令；及
(c) 該人授權、准許或參與違反有關條文、規定、指示、條件或命令，或授權、准許或參與不
遵從有關規定、指示、條件或命令。
條： 4 經核證譯本 L.N. 163 of 2013 03/03/2014
(1) 就本條例而言，在香港製備的文件譯本，如符合以下說明，即屬經核證譯本—
(a) 該譯本經有關的翻譯者核證為該文件的正確譯本；及
(b) 第(3)款指明的人核證該人相信該翻譯者有能力將該文件翻譯為英文或中文(視屬何情況而
定)。
(2) 就本條例而言，在香港以外地方製備的文件譯本，如符合以下說明，即屬經核證譯本—
(a) 如屬第(4)款指明的翻譯者，該譯本經該翻譯者核證為該文件的正確譯本；或
(b) 如屬任何其他翻譯者—
(i) 該譯本經該翻譯者核證為該文件的正確譯本；及
(ii) 第(5)款指明的人核證該人相信該翻譯者有能力將該文件翻譯為英文或中文(視屬
何情況而定)。
(3) 為施行第(1)(b)款而指明的人為—
(a) 在香港執業的公證人；
(b) 在香港執業的律師；
(c) 執業會計師；
(d) 在香港的領事館官員；或
(e) 在香港執業的專業公司秘書。
第 622 章 - 《公司條例》 6
(4) 為施行第(2)(a)款而指明的翻譯者為有關地方的法院所委任的翻譯者。
(5) 為施行第(2)(b)(ii)款而指明的人為—
(a) 在有關地方執業的公證人；
(b) 在有關地方執業的律師；
(c) 在有關地方執業的專業會計師；
(d) 獲有關地方的法律妥為授權負責為司法或其他法律目的而核證文件的法院人員；
(e) 在有關地方的領事館官員；
(f) 在有關地方執業的專業公司秘書；或
(g) 處長指明的任何其他自然人。
(6) 局長可藉於憲報刊登的公告修訂第(3)、(4)或(5)款。
條： 5 不活動公司 L.N. 163 of 2013 03/03/2014
(1) 如合資格私人公司通過第(2)款指明的特別決議，而該決議亦已交付處長登記，則就第9、10及
12部而言，自第(2)(a)款所述的該決議宣布的日期起，該公司即屬不活動公司。
(2) 為施行第(1)款而指明的特別決議，指符合以下說明的特別決議—
(a) 宣布有關合資格私人公司將會自以下日期起，處於不活動狀態—
(i) 該決議交付處長的日期；或
(ii) 該決議指明的較後日期；及
(b) 授權董事將該決議交付處長登記。
(3) 如—
(a) 在《前身條例》第344A條被第912條廢除前，公司根據第(1)款通過特別決議，但該決議沒
有交付處長；而
(b) 在該條被廢除後，該決議交付處長登記，
則就第9、10及12部而言，自該決議交付處長的日期或在該決議內指明的一個較後日期起，該公
司亦屬不活動公司。
(4) 如在緊接《前身條例》第344A條被第912條廢除前，公司屬該條所指的不活動公司，則就第9、
10及12部而言，自本條的生效日期*起，該公司繼續屬不活動公司。
(5) 如有以下情況，則屬第9、10及12部所指的不活動公司的公司即不再是不活動公司—
(a) 該公司通過特別決議，宣布該公司擬進行一項會計交易，而該決議已交付處長登記；或
(b) 有關乎該公司的會計交易。
(6) 在本條中—
合資格私人公司 (qualified private company) 指不屬第(7)款指明的公司的私人公司。 (7) 為第(6)款中合資格私人公司的定義而指明的公司為—
(a) 《銀行業條例》(第155章)第2(1)條所界定的認可機構；
(b) 《保險公司條例》(第41章)第2(1)及(2)條所界定的保險人；
(c) 根據《證券及期貨條例》(第571章)第V部獲發牌經營該條例附表1第1部第1條所界定的受規
管活動的業務的法團；
(d) (c)段所述的法團的屬《證券及期貨條例》(第571章)第VI部所指者的有聯繫實體；
(e) 《強制性公積金計劃條例》(第485章)第2(1)條所界定的核准受託人；
(f) 有屬(a)、(b)、(c)、(d) 或(e)段所指者為其附屬公司的公司；或
(g) 在緊接有關特別決議通過之前5年內的任何時間曾屬(a)、(b)、(c)、(d)、(e)或(f)段所指
者的公司。
(8) 財政司司長可藉於憲報刊登的公告修訂第(7)款。
___________________________________________________________
第 622 章 - 《公司條例》 7
註﹕
* 生效日期：2014年3月3日。
條： 6 向公眾人士作出股份或債權證要約等 L.N. 163 of 2013 03/03/2014
(1) 在本條例中，凡提述向公眾人士作出公司的股份或債權證的要約，即包括向任何部分公眾人士
作出該要約，不論該部分公眾人士—
(a) 是作為該公司的成員或債權證持有人而被選出的；
(b) 是作為作出該要約的人的客戶而被選出的；或
(c) 是按任何其他方式被選出的。
(2) 在本條例及公司的章程細則中，凡提述邀請公眾人士認購公司的股份或債權證，即包括邀請任
何部分公眾人士，不論該部分公眾人士—
(a) 是作為該公司的成員或債權證持有人而被選出的；
(b) 是作為作出該項邀請的人的客戶而被選出的；或
(c) 是按任何其他方式被選出的。
(3) 第(1)及(2)款的施行，並不使股份或債權證的非公開要約，或認購股份或債權證的非公開邀
請，被視為向公眾人士作出的要約或邀請。
(4) 在—
(a) 公司章程細則中的禁止邀請公眾人士認購股份或債權證的條文，尤其不得視為禁止向成員
或債權證持有人作出認購股份或債權證的非公開邀請；而
(b) 本條例中的關乎私人公司的條文，尤其須據此解釋。
(5) 在本條中，如某項股份或債權證的要約，或某項認購股份或債權證的邀請，在有關的整體情況
下可恰當地視為—
(a) 並非旨在直接或間接導致有關股份或債權證可供收到該項要約或邀請的人以外的人士認購
或購買；或
(b) 屬作出及收到該項要約或邀請的人本身的業務，
則該項要約或邀請，即屬非公開要約或非公開邀請。
部：
分部：
1
3
本條例的釋義︰公司類別 L.N. 163 of 2013 03/03/2014
部：
分部：
次分部：
1
3
1
有限公司及無限公司 L.N. 163 of 2013 03/03/2014
條： 7 有限公司 L.N. 163 of 2013 03/03/2014
就本條例而言，如某公司屬股份有限公司或擔保有限公司，該公司即屬有限公司。
條： 8 股份有限公司 L.N. 163 of 2013 03/03/2014
(1) 就本條例而言，如某公司的章程細則將其成員的法律責任限於該成員所持有的股份的未繳款
額，該公司即屬股份有限公司。
(2) 就第(1)款而言，如某原有公司的組織章程大綱中，有某條件述明成員的法律責任是有限的，而
第 622 章 - 《公司條例》 8
該條件憑藉第98條被視為該公司的章程細則的條文，則該公司成員的法律責任，即視為按該公
司的章程細則而限於該等成員所持有的股份的未繳款額。
條： 9 擔保有限公司 L.N. 163 of 2013 03/03/2014
(1) 就本條例而言，如某公司符合以下說明，該公司即屬擔保有限公司—
(a) 該公司沒有股本；及
(b) 該公司的章程細則將其成員的法律責任限於該成員藉該章程細則承諾在該公司清盤時支付
作為該公司資產的款額。
(2) 如有關的公司於2004年2月13日之前，根據《舊有公司條例》組成為或成為擔保有限公司，則第
(1)(a)款不適用。
條： 10 無限公司 L.N. 163 of 2013 03/03/2014
就本條例而言，如某公司的成員的法律責任並無上限，該公司即屬無限公司。
部：
分部：
次分部：
1
3
2
私人公司及公眾公司 L.N. 163 of 2013 03/03/2014
條： 11 私人公司 L.N. 163 of 2013 03/03/2014
(1) 就本條例而言，如某公司符合以下說明，該公司即屬私人公司—
(a) 該公司的章程細則—
(i) 限制成員轉讓股份的權利；
(ii) 將成員最高人數限於50人；及
(iii) 禁止邀請公眾人士認購該公司的任何股份或債權證；及
(b) 該公司不屬擔保有限公司。
(2) 在第(1)(a)(ii)款中—
成員(member)不包括— (a) 本身是有關公司僱員的成員；及
(b) 曾同時是成員及有關公司僱員，但於不再是該公司僱員後仍繼續是成員的人。
(3) 就本條而言，如2名或多於2名人士聯名持有公司股份，他們須視為一名成員。
條： 12 公眾公司 L.N. 163 of 2013 03/03/2014
就本條例而言，如某公司符合以下說明，該公司即屬公眾公司—
(a) 該公司不屬私人公司；及
(b) 該公司不屬擔保有限公司。
部：
分部：
1
4
本條例的釋義︰控權公司與附屬公司及母企業與附屬企業 L.N. 163 of 2013 03/03/2014
第 622 章 - 《公司條例》 9
條： 13 控權公司 L.N. 163 of 2013 03/03/2014
(1) 就本條例而言，如某法人團體(前者)— (a) 控制另一法人團體(後者)的董事局的組成； (b) 控制另一法人團體(後者)超過半數的表決權；或 (c) 持有另一法人團體(後者)超過半數的已發行股本， 則前者即屬後者的控權公司。
(2) 就本條例而言，如某法人團體(前者)是另一法人團體(後者)的控權公司，而後者是另一法人團 體(第三者)的控權公司，則前者亦屬第三者的控權公司。
(3) 就第(1)(a)款而言，如某法人團體(前者)有權力在無需其他人同意下，委任或罷免另一法人團 體(後者)的全部或過半數董事，則前者即屬控制後者的董事局的組成。
(4) 就第(3)款而言，如有以下情況，某法人團體即屬有權力作出有關委任—
(a) 如該法人團體(前者)不行使該權力委任有關的人為另一法人團體(後者)的董事，該人不能 獲委任為後者的董事；或
(b) 某人身為前者的董事或其他高級人員，必然會獲委任為後者的董事。
(5) 在第(1)(c)款中，提述法人團體的已發行股本，並不包括該股本中在分派利潤或資本時無權分
享超過某一指明款額的部分。
條： 14 補充第13條的條文 L.N. 163 of 2013 03/03/2014
(1) 就本分部而言—
(a) 如任何股份是由某法人團體以受信人身分持有，或如任何權力是可由某法人團體以受信人
身分行使，則該股份須視為並非由該法人團體持有，而該權力須視為不可由該法人團體行
使；及
(b) 除第(2)及(3)款另有規定外，如任何股份是由某法人團體的附屬公司持有，或由某人以該
法人團體或附屬公司的代名人的身分持有，或如任何權力是可由某法人團體的附屬公司行
使，或可由某人以該法人團體或附屬公司的代名人的身分行使，則該股份須視為由該法人
團體持有，而該權力須視為可由該法人團體行使。
(2) 就本分部而言，某人憑藉另一法人團體的債權證而持有該法人團體的股份，或憑藉用以保證該
債權證的發行的信託契據而持有該法人團體的股份，須視為並非由該人持有，而某人憑藉另一
法人團體的債權證而可就該法人團體行使的權力，或憑藉用以保證該債權證的發行的信託契據
而可就該法人團體行使的權力，須視為不可由該人行使。
(3) 就本分部而言，凡有由某法人團體或某法人團體的附屬公司持有的股份，或由某人以該法人團
體或附屬公司的代名人的身分持有的股份，或有可由某法人團體或某法人團體的附屬公司行使
的權力，或可由某人以該法人團體或附屬公司的代名人的身分行使的權力，如—
(a) 該法人團體或附屬公司的通常業務，是包括借出款項的；及
(b) 該股份僅作為在該業務的通常運作中達成的交易的保證而持有，而該權力僅可作為在該業
務的通常運作中達成的交易的保證而行使，
則該股份須視為並非由該法人團體或附屬公司持有，而該權力須視為不可由該法人團體或附屬
公司行使。
(4) 在第(1)(b)款中，提述法人團體或附屬公司，並不包括僅以受信人身分而參涉在內的法人團體
或附屬公司。
第 622 章 - 《公司條例》 10
條： 15 附屬公司 L.N. 163 of 2013 03/03/2014
就本條例而言，如某法人團體(前者)屬另一法人團體(後者)的控權公司，後者即屬前者的附屬公 司。
條： 16 母企業及附屬企業 L.N. 163 of 2013 03/03/2014
本條例中對母企業或附屬企業的提述，須按照附表1解釋。
部：
分部：
1
5
本條例的適用範圍 L.N. 163 of 2013 03/03/2014
條： 17 對原有公司的適用 L.N. 163 of 2013 03/03/2014
(1) 如原有公司—
(a) 屬擔保有限公司，本條例適用於該公司，適用方式猶如該公司是根據本條例組成及註冊為
擔保有限公司一樣；
(b) 屬擔保有限公司以外的有限公司，本條例適用於該公司，適用方式猶如該公司是根據本條
例組成及註冊為股份有限公司一樣；或
(c) 屬有限公司以外的公司，本條例適用於該公司，適用方式猶如該公司是根據本條例組成及
註冊為無限公司一樣。
(2) 為將本條例應用於原有公司的目的，在本條例中提述註冊日期之處，須理解為有關公司根據
《舊有公司條例》註冊的日期。
條： 18 對依據《舊有公司條例》註冊為有限公司的無限公司的適
用
L.N. 163 of 2013 03/03/2014
(1) 本條例適用於依據《1911年公司條例》*(1911年第58號)第58條或《前身條例》註冊為有限公司
的無限公司，適用方式一如本條例適用於根據本條例註冊為有限公司的無限公司。
(2) 為將本條例應用於第(1)款所述的公司的目的，在本條例中提述註冊日期之處，須理解為有關公
司依據《1911年公司條例》*(1911年第58號)第58條或《前身條例》註冊的日期。
___________________________________________________________
註﹕
* 《1911年公司條例》乃“Companies Ordinance 1911”的譯名。
條： 19 對根據《舊有公司條例》註冊但並非根據該條例組成的公
司的適用
L.N. 163 of 2013 03/03/2014
(1) 本條例適用於根據《舊有公司條例》註冊但並非根據該條例組成的公司，適用方式一如本條例
適用於根據第17部註冊的合資格公司。
(2) 為將本條例應用於第(1)款所述的公司的目的，在本條例中提述註冊日期之處，須理解為有關公
司根據《舊有公司條例》註冊的日期。
第 622 章 - 《公司條例》 11
部： 2 公司註冊處處長及公司登記冊 L.N. 163 of 2013 03/03/2014
(*格式變更─2013年第1號編輯修訂紀錄)
__________________________________________________________________________ 註：
* 第2部的格式已按現行法例樣式更新。
部：
分部：
2
1
導言 L.N. 163 of 2013 03/03/2014
條： 20 釋義 L.N. 163 of 2013 03/03/2014
(1) 在本部中—
公司 (company) 包括— (a) 根據第777(1)條註冊的非香港公司；或
(b) 在第16部的生效日期前的任何時間，在根據《前身條例》第333AA條備存的登記冊內註冊的
公司；
文件 (document) 包括採用電子形式或任何其他形式的文件； 印本形式 (in hard copy form) 指紙張形式，或能夠供閱讀的相類形式； 電子形式 (in electronic form) 指電子紀錄的形式； 電子簽署 (electronic signature) 具有《電子交易條例》(第553章)第2(1)條給予該詞的涵義； 數碼簽署 (digital signature) 具有《電子交易條例》(第553章)第2(1)條給予該詞的涵義。 (2) 在本部中，提述交付文件，包括送交、提供、遞交或交出該文件。
部：
分部：
2
2
公司註冊處處長 L.N. 163 of 2013 03/03/2014
條： 21 處長的職位 L.N. 163 of 2013 03/03/2014
(1) 行政長官可委任一人擔任公司註冊處處長。
(2) 行政長官可為施行本條例委任其他人員。
(3) 為根據本條例將公司註冊，須於行政長官指定的地方設立一個辦事處。
(4) 行政長官可指示製備一個印章，用以認證執行處長的職能所需的或與執行處長的職能有關的文
件。
條： 22 處長的職能 L.N. 163 of 2013 03/03/2014
處長的職能，為本條例或任何其他條例賦予處長的職能或根據本條例或任何其他條例賦予處長的職
能。
條： 23 處長可指明格式 L.N. 163 of 2013 03/03/2014
(1) 處長可指明任何為施行本條例所需的文件的格式。
(2) 第(1)款不適用於—
第 622 章 - 《公司條例》 12
(a) 格式由本條例訂明的文件；或
(b) 格式由或可由根據本條例訂立的規例訂明的文件。
(3) 在根據第(1)款指明某文件的格式時，處長可為該文件指明多於一款格式，以供選擇或在不同情
況下使用。
條： 24 處長可發出指引 L.N. 163 of 2013 03/03/2014
(1) 處長可發出指引—
(a) 示明處長擬以何種方式，執行任何職能或行使任何權力；或
(b) 就本條例任何條文的實施提供指引。
(2) 處長須—
(a) 以適合於令受上述指引影響的人知悉該等指引的方式，將之發布；及
(b) 向公眾提供上述指引的文本，該等文本可採用印本形式或電子形式。
(3) 根據本條發出的指引不是附屬法例。
(4) 處長可修訂或撤銷任何上述指引。第(2) 及(3) 款適用於指引的修訂或撤銷，一如該等條文適
用於該等指引。
(5) 任何人不會僅因本身違反了任何上述指引，而招致任何民事或刑事法律責任。如在任何法律程
序中，法院信納某指引攸關某項受爭議事宜的裁定，則—
(a) 在該法律程序中，該指引可接納為證據；及
(b) 關於該人違反或沒有違反該指引的證明，可被該法律程序的任何一方賴以作為確立或否定
該事宜的證明。
條： 25 處長可認證文件等 L.N. 163 of 2013 03/03/2014
(1) 如本條例規定某文件須由處長簽署，或須印有處長的簽署，則處長可藉其認為合適的方式，認
證該文件。
(2) 如根據本條例或任何其他條例，某事情獲批准由處長核證，則處長可藉其認為合適的方式，核
證該事情。
條： 26 須向處長繳付的費用 L.N. 163 of 2013 03/03/2014
(1) 財政司司長可訂立規例，規定就以下事宜向處長繳付費用—
(a) 執行處長的任何職能；或
(b) 為附帶於執行處長的任何職能的目的，或與執行處長的任何職能有關的目的，而由處長提
供的服務或設施。
(2) 上述規例可—
(a) 訂定須由該等規例指定或須根據該等規例釐定的費用的款額；
(b) 訂定在不同情況下須就相同事宜繳付不同費用；及
(c) 指明於何時及如何繳付費用。
(3) 處長—
(a) 可在財政司司長批准下，釐定可就在以下情況下執行職能或提供服務或設施而徵收的費用
—
(i) 上述規例沒有就執行該職能或提供該服務或設施訂定費用；或
(ii) 該職能或服務或設施，是在該等規例有就之訂定費用的情況以外的情況下執行或
提供的；及
第 622 章 - 《公司條例》 13
(b) 可徵收該費用。
(4) 處長所收到的費用，須撥作政府一般收入，但如《營運基金條例》( 第430章)第5條規定，該費
用須付給公司註冊處營運基金，則屬例外。
部：
分部：
2
3
公司登記冊 L.N. 163 of 2013 03/03/2014
條： 27 處長須備存關於公司的紀錄 L.N. 163 of 2013 03/03/2014
附註：
第27(3)、(4)、(5)及(6)條(在該條與董事或備任董事有關的範圍內)尚未實施。
(1) 處長須備存以下資料的紀錄—
(a) 向處長交付登記而處長決定根據本部將之登記的每份文件所載的資料；
(b) 處長根據本條例發出的每份證明書所載的資料；及
(c) 處長根據《公司( 清盤及雜項條文)條例》(第32章)第38D或342C條登記的每份招股章程所
載的資料。
(2) 在緊接本條的生效日期前根據《前身條例》為公司登記冊的目的而備存的紀錄，須由處長繼續
備存。
(3) 為施行第(1)及(2)款，處長須記錄指明地址，作為以下公司的董事、備任董事或公司秘書的通
訊地址—
(a) 原有公司；
(b) 屬第20(1)條公司的定義的(a)段所指、並憑藉附表11第132條而根據第777(1)條註冊的公 司；或
(c) 屬第20(1)條公司的定義的(b)段所指的公司。 (4) 在根據第(3)款記錄指明地址作為公司的董事、備任董事或公司秘書的通訊地址後，處長須按以
下地址更新該通訊地址的記項—
(a) 在該公司的註冊辦事處地址更改通知內所載的，該公司最新的註冊辦事處地址，而該通知
須—
(i) 是根據第658(3)條或《前身條例》第92(3)條送交的；並
(ii) 獲處長根據本部登記；或
(b) 在更改該公司在香港的主要營業地點的地址的申報表內所載的，該公司在香港最新的主要
營業地點的地址，而該申報表須—
(i) 是根據第791(1)條或《前身條例》第335(1)(d)條交付的；並
(ii) 獲處長根據本部登記。
(5) 如就有關公司的董事、備任董事或公司秘書—
(a) 有關乎更改該人的通訊地址的通知或申報表根據第645(4)、652(2)或791(1)條交付；而
(b) 該通知或申報表獲處長根據本部登記，
則第(4)款並不適用。
(6) 就第(3)款而言，任何地址如符合以下說明，即為就有關公司的董事、備任董事或公司秘書而言
的指明地址—
(a) 在緊接本條的生效日期前，該地址是根據《前身條例》在公司登記冊內顯示為該公司的註
冊辦事處地址，或該公司在香港的主要營業地點的地址；
(b) 該地址作為該公司的註冊辦事處地址而載於法團成立表格，而該表格須—
第 622 章 - 《公司條例》 14
(i) 是在第3部第1分部的生效日期*前，根據《前身條例》第15(1)條，交付處長註冊的；
並
(ii) 於該生效日期*當日或之後，根據《前身條例》第16(1)條註冊；或
(c) 該地址作為該公司在香港的主要營業地點的地址而載於某註冊申請內，而該申請須是在第
16部第2分部的生效日期前，根據《前身條例》第333條交付處長的，而有關註冊是根據第
777(1)條進行的。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 28 補充第27條的條文 L.N. 163 of 2013 03/03/2014
(1) 根據第27條備存的紀錄，須讓關乎某公司的資料以處長決定的方式，與該公司聯繫起來，以使
所有關乎該公司的資料均能被檢索。
(2) 為施行第27(1)條而備存的資料紀錄的備存形式，須使任何人均能查閱該紀錄所載的資料，及能
製作該資料的文本。
(3) 在第(1)及(2)款的規限下，為施行第27(1)條而備存的資料紀錄，可採用處長認為合適的形式備
存。
(4) 如處長備存資料紀錄的形式，有別於載有有關資料的文件於交付處長時採用的形式，或有別於
處長製作載有有關資料的文件時該文件採用的形式，則除非相反證明成立，該紀錄須推定為反
映了該文件於交付或製作時所載的資料。
(5) 如處長為第27(1)條的目的而記錄某文件所載的資料，則處長須視為已履行法律施加於處長的、
備存或登記該文件或將該文件存檔的責任。
條： 29 處長無須備存某些文件等 L.N. 163 of 2013 03/03/2014
(1) 就根據某條例交付處長登記的文件而言，如處長已為第27(1)條的目的或為《前身條例》所訂的
公司登記冊的目的，採用任何其他形式記錄該文件所載的資料，則處長可銷毀或處置該文件。
(2) 如處長已為第27(1)條的目的或為《前身條例》所訂的公司登記冊的目的，備存某文件或證明書
最少7 年，則處長可銷毀或處置該文件或證明書。
(3) 如第48條規定，處長不得提供為某目的交付處長的資料讓公眾查閱，則處長備存該資料的紀錄
的時間，無須超過一段處長覺得就該目的而言屬合理所需的時間。
條： 30 處長須備存《公司名稱索引》 L.N. 163 of 2013 03/03/2014
處長須備存一份所有公司的名稱的索引。
部：
分部：
2
4
文件的登記 L.N. 163 of 2013 03/03/2014
部：
分部：
次分部：
2
4
1
導言 L.N. 163 of 2013 03/03/2014
第 622 章 - 《公司條例》 15
條： 31 不合要求的文件 L.N. 163 of 2013 03/03/2014
(1) 就本分部而言，交付處長登記的文件如有以下情況，即屬不合要求的文件—
(a) 該文件所載的資料，不能以可閱形式複製；
(b) 該文件既非採用英文，亦非採用中文，且沒有隨附一份該文件的英文或中文經核證譯本；
(c) 根據第32條就該文件指明的規定不獲符合；
(d) 該文件不是按照根據第33條就它訂立的協議以及根據第34條就它訂立的規例而交付的；
(e) 該文件是根據有關條例的適用規定交付的，但該等規定不獲符合；
(f) 該文件沒有隨附須就登記而繳付的費用；
(g) 該文件、該文件上的簽署或隨附該文件的數碼簽署或電子簽署—
(i) 是不完整或不正確的；或
(ii) 已被更改，而該項更改是無恰當授權的；
(h) 該文件所載的資料—
(i) 自相抵觸；或
(ii) 與公司登記冊內的其他資料或交付處長的另一份文件所載的其他資料相抵觸；
(i) 該文件所載的資料源自—
(i) 無效或無效力的事情；或
(ii) 在沒有公司授權下作出的事情；或
(j) 該文件載有違法的事宜。
(2) 在本條中—
適用規定 (applicable requirements) 就任何文件而言，指關於以下方面的規定— (a) 該文件的內容；
(b) 該文件的形式；
(c) 認證該文件；及
(d) 交付該文件的方式。
條： 32 處長可為第31(1) 條指明規定 L.N. 163 of 2013 03/03/2014
(1) 處長可就根據某條例須交付或獲批准交付處長的文件—
(a) 指明規定，以使處長能製作該文件的文本或影像紀錄，以及能備存該文件所載的資料的紀
錄；
(b) 指明關於認證該文件的規定；及
(c) 指明關於交付該文件的方式的規定。
(2) 凡有文件根據第41(3)條獲批准交付處長登記，以更正某項錯誤，處長可就該文件指明關於以下
方面的規定—
(a) 以某形式和方式交付該文件，以使該文件能與載有該項錯誤的文件聯繫起來；及
(b) 識別載有該項錯誤的文件。
(3) 為施行第(1)及(2)款，處長可就不同文件、不同類別的文件或不同的情況，指明不同的規定。
(4) 為施行第(1)(b)款，處長可—
(a) 規定有關文件須經特定的人或屬特定類別的人認證；
(b) 指明認證的方法；及
(c) 規定有關文件須載有或隨附該文件所關乎的公司的名稱或註冊編號，或載有或隨附以上兩
者。
(5) 為施行第(1)(c)款，處長可—
(a) 規定有關文件須採用印本形式、電子形式或任何其他形式；
第 622 章 - 《公司條例》 16
(b) 規定有關文件須以郵遞方式或任何其他方式交付；
(c) 指明關於有關文件須交付至的地址的規定；及
(d) (如屬須以電子方式交付的文件)指明關於須使用的硬件及軟件以及技術規格的規定。
(6) 本條並不賦權處長—
(a) 規定文件須以電子方式交付處長；或
(b) 指明與某條例就以下方面所訂明的規定相抵觸的規定—
(i) 認證有關文件；及
(ii) 向處長交付有關文件的方式。
(7) 根據本條指明的規定不是附屬法例。
條： 33 處長可為第31(1)條同意以電子方式交付 L.N. 163 of 2013 03/03/2014
(1) 處長可與任何公司訂立內容如下的協議：規定關乎該公司的任何文件或任何類別的文件，如根
據某條例須交付或獲批准交付處長，則該文件或該類別的文件—
(a) 將會以電子方式交付(該協議訂明的例外情況除外)；及
(b) 將會符合—
(i) 該協議指明的規定；或
(ii) 處長按照該協議指明的規定。
(2) 與任何公司訂立的協議亦可規定，關乎該公司的任何文件或任何類別的文件，如根據某條例須
由處長交付或獲批准由處長交付該公司，則該文件或該類別的文件將會以電子方式交付。
(3) 處長可指明協議的標準格式，以及使用該格式的程度。
(4) 本條並不賦權處長訂立與根據第34條訂立的規例相抵觸的協議。
條： 34 財政司司長可為第31(1)條訂立規例規定須以電子方式交付 L.N. 163 of 2013 03/03/2014
(1) 財政司司長可訂立規例，規定根據某條例須交付或獲批准交付處長的文件，須以電子方式交
付。
(2) 上述規例須經立法會批准。
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處長拒絕接受以及登記文件的權力 L.N. 163 of 2013 03/03/2014
條： 35 處長可拒絕接受或登記文件 L.N. 163 of 2013 03/03/2014
(1) 如處長認為根據任何條例交付處長登記的文件不合要求，處長—
(a) 可拒絕接受該文件；或
(b) 可在接受該文件後，行使第(3)及(4)款指明的權力。
(2) 第(1)款並不適用於《公司( 清盤及雜項條文)條例》(第32章)第2(1)條所界定的招股章程。
(3) 處長可拒絕登記有關文件，並將該文件發還予將它交付登記的人。
(4) 處長亦可指出—
(a) 須適當地修訂或完成該文件，並連同或無需連同補充文件再交付登記；或
(b) 須交付新的文件以作登記，以取代該文件。
(5) 如處長—
第 622 章 - 《公司條例》 17
(a) 根據第(1)(a) 款拒絕接受某文件；
(b) 沒有收到某文件；或
(c) 根據第(3) 款拒絕登記某文件，
則該文件須視為不曾為遵從有關條例中規定將該文件或批准將該文件交付處長的條文而交付處
長。
條： 36 處長在等待進一步詳情時，可暫緩登記文件等 L.N. 163 of 2013 03/03/2014
為決定可否就某文件行使第35(3)及(4)條指明的權力，處長可—
(a) 在等候根據(b)段作出的要求獲得遵從時，暫緩登記該文件；及
(b) 要求根據有關條例須將該文件或獲批准將該文件交付處長登記的人，在處長指明的限期
內，作出以下任何或所有事情—
(i) 交出處長認為對處長決定該文件是否不合要求的問題屬必需的其他文件、資料或證
據；
(ii) 適當地修訂或完成該文件，並連同或無需連同補充文件再交付登記；
(iii) 向法院申請，要求作出處長認為必需的命令或指示，以及努力進行該申請；
(iv) 遵從處長的其他指示。
條： 37 針對處長拒絕登記的決定提出上訴 L.N. 163 of 2013 03/03/2014
(1) 凡處長根據第35(3)條，作出拒絕登記某文件的決定，任何人如因該決定而感到受屈，則可在該
決定作出後的42日內，針對該決定向原訟法庭提出上訴。
(2) 原訟法庭可作出它認為合適的命令，包括關於訟費的命令。
(3) 如原訟法庭根據第(2)款針對處長作出關於訟費的命令，該訟費須由政府一般收入支付，而處長
無須為該訟費承擔個人法律責任。
條： 38 在計算因沒有向處長交付文件而須付的每日罰款時某段期
間須不予理會
L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 有文件根據某條例交付處長登記；而
(b) 處長根據第35(3)條，拒絕登記該文件。
(2) 處長須向下述的人，送交一份關於拒絕登記有關文件以及拒絕理由的通知—
(a) 根據有關條例須將該文件交付處長登記的人，如對多於一人有此規定，則送交該等人士中
的任何人；或
(b) 如另一人代該受如此規定的人將該文件交付處長登記，則送交該另一人。
(3) 凡根據任何條例，沒有遵守要求交付文件的規定屬罪行，而該條例就有關罪行持續期間的每一
日施加罰款，如處長根據第(2)款就該文件向某人送交通知，則為根據該條例計算每日罰款的目
的，第(4)款指明的期間須不予理會。
(4) 上述期間是指自有關文件交付處長的日期開始，並在根據第(2)款送交有關通知的日期後第14
日終結的期間。
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條： 39 處長可規定公司解決與公司登記冊相抵觸之處 L.N. 163 of 2013 03/03/2014
(1) 如處長覺得處長就某公司登記的文件所載的資料，與公司登記冊內關乎該公司的其他資料相抵
觸，處長可向該公司給予通知—
(a) 述明該文件所載的資料，在哪些方面看似與公司登記冊內的其他資料相抵觸；及
(b) 規定該公司採取步驟，以解決該抵觸之處。
(2) 為施行第(1)(b)款，處長可規定有關公司在上述通知指明的限期內，向處長交付—
(a) 解決上述抵觸之處所需的資料；或
(b) 以下事宜的證據：該公司已在原訟法庭展開法律程序，以解決上述抵觸之處，以及該公司
已努力進行該法律程序。
(3) 如公司沒有遵從根據第(1)(b)款作出的規定，該公司及其每名責任人均屬犯罪，可各處第5級罰
款，如有關罪行是持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$1000。
(4) 凡某人因沒有遵從某規定而被控犯第(3)款所訂罪行，如確立該人已採取一切合理步驟，以確保
該項規定獲遵從，即屬免責辯護。
條： 40 處長可規定提供進一步資料以作更新等 L.N. 163 of 2013 03/03/2014
(1) 為了確保某人在公司登記冊內的資料準確，或為了更新某人在公司登記冊內的資料，處長可向
該人送交一份通知，規定該人在處長指明的限期內，向處長提供任何關於該人的資料，但該等
資料須屬載入公司登記冊內的一類資料。
(2) 如某人沒有遵從根據第(1)款作出的規定—
(a) 凡該人是公司，該公司及其每名責任人均屬犯罪；或
(b) 凡該人不是公司，該人即屬犯罪。
(3) 任何人犯第(2)款所訂罪行，可處第5級罰款，如有關罪行是持續的罪行，則可就該罪行持續期
間的每一日，另處罰款$1000。
(4) 凡某人因沒有遵從某規定而被控犯第(2)款所訂罪行，如確立該人已採取一切合理步驟，以確保
該項規定獲遵從，即屬免責辯護。
條： 41 處長可更正公司登記冊內的在排印或文書方面的錯誤 L.N. 163 of 2013 03/03/2014
(1) 如公司登記冊內的資料載有在排印或文書方面的錯誤，處長可主動更正該錯誤。
(2) 如公司登記冊內關乎某公司的資料載有在排印或文書方面的錯誤，處長可應由該公司提出的申
請，更正該錯誤。
(3) 如有人就一項為第(2)款的目的而提出的申請，將一份顯示有關更正的文件，交付處長登記，則
處長可登記該文件，藉以更正有關錯誤。
條： 42 處長須應原訟法庭的命令更正公司登記冊內的資料 L.N. 163 of 2013 03/03/2014
(1) 如有人提出申請，而原訟法庭信納—
(a) 公司登記冊內的資料源自—
(i) 無效或無效力的事情；或
(ii) 在沒有公司授權下作出的事情；或
第 622 章 - 《公司條例》 19
(b) 公司登記冊內的資料—
(i) 有事實方面的不準確之處；或
(ii) 源自有事實方面的不準確之處的事情，或源自偽造的事情，
則原訟法庭可應有關申請，藉命令指示處長更正該資料或從公司登記冊刪除該資料。
(2) 如有人就一項為第(1)款的目的而提出的申請，將一份顯示有關更正的文件，送交原訟法庭存
檔，則原訟法庭可規定處長登記該文件，藉以更正有關資料。
(3) 如原訟法庭根據任何其他條例或根據本條例的任何其他條文獲明確賦權，以處理更正公司登記
冊內的有關資料或從公司登記冊刪除有關資料的事宜，則本條不適用。
(4) 除非原訟法庭信納，就公司登記冊內的某資料而言—
(a) 即使顯示有關更正的文件已獲登記，該資料繼續在公司登記冊內出現，會對有關公司造成
重大損害；及
(b) 該公司就刪除該資料所得的利益，大於其他人就該資料繼續在公司登記冊內出現所得的利
益，
否則原訟法庭不得根據第(1)款命令從公司登記冊刪除該資料。
(5) 如原訟法庭根據第(1)款作出命令，飭令更正公司登記冊內的任何資料或從公司登記冊刪除任何
資料，則原訟法庭可就該資料因曾在公司登記冊內出現而須獲賦予的法律效力(如有的話)，作
出原訟法庭覺得公正的相應命令。
(6) 如原訟法庭根據第(1)款作出命令，飭令從公司登記冊刪除任何資料，則原訟法庭可指示—
(a) 須從公司登記冊刪除根據第44(1)條就該資料而作出的註明；
(b) 該命令不得作為公司登記冊的一部分提供予公眾查閱；及
(c) 以下事宜—
(i) 不得因該命令而根據第44(1)條作出註明；或
(ii) 根據第44(1)條作出的註明，須限於提供關乎原訟法庭指明的事宜的資料。
(7) 除非原訟法庭信納—
(a) 以下任何事項可對有關公司造成損害—
(i) 有關註明或一項不受限制的註明(視屬何情況而定)在公司登記冊內出現；
(ii) 有關命令讓公眾查閱；及
(b) 該公司就不披露所得的利益，大於其他人就披露所得的利益，
否則原訟法庭不得根據第(6)款作出任何指示。
(8) 如原訟法庭根據本條作出命令，則提出有關申請的人，須將該命令的正式文本交付處長登記。
條： 43 在要求作出更正的法律程序中，處長可出庭 L.N. 163 of 2013 03/03/2014
(1) 在為第42條的目的而於原訟法庭進行的法律程序中—
(a) 處長有權出庭或由代表代為出庭，並有權陳詞；及
(b) 如原訟法庭指示處長出庭，則處長須出庭。
(2) 不論在上述法律程序中，處長有否出庭，處長均可向原訟法庭呈交經處長簽署的書面陳述，提
供攸關該法律程序並為處長所知悉的事宜的詳情。
(3) 除非原訟法庭另有指示，否則根據第(2)款呈交的陳述，須視為構成有關法律程序的證據的一部
分。
條： 44 處長可在公司登記冊加上註釋 L.N. 163 of 2013 03/03/2014
(1) 處長可為了就以下事宜提供資料，而在公司登記冊內作出註明—
(a) 根據第41條更正公司登記冊內的資料所載的錯誤；
第 622 章 - 《公司條例》 20
(b) 根據第42條更正公司登記冊內的資料；
(c) 根據第42條從公司登記冊刪除資料；或
(d) 公司登記冊內的任何其他資料。
(2) 就本條例而言，根據第(1)款作出的註明，屬公司登記冊的一部分。
(3) 處長如信納某註明不再有任何用處，可刪除該註明。
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條： 45 處長須提供公司登記冊讓公眾查閱 L.N. 163 of 2013 03/03/2014
(1) 處長須提供公司登記冊讓公眾在所有合理時間查閱，以使任何公眾人士能—
(a) 確定該公眾人士是否正在—
(i) 就本款適用的某公司的任何作為的事宜，或就與上述公司的任何作為有關連的事宜，
與該公司或其董事或其他高級人員往來；
(ii) 就管理上述公司或其財產的事宜，或就與管理上述公司或其財產有關連的事宜，
與該公司的董事或其他高級人員往來；
(iii) 與法院作出的取消資格令所針對的人往來；
(iv) 與已經以承按人身分就上述公司的財產行使管有權的人往來；
(v) 與在上述公司的清盤中獲委任為臨時清盤人或清盤人的人往來；或
(vi) 與獲委任為上述公司的財產的接管人或經理人的人往來；及
(b) 確定該公司、其董事或其他高級人員、或其前董事(如有的話)的詳情，或任何在(a)(iv)、
(v)或(vi)段所述的人的詳情。
(2) 第(1)款適用於—
(a) 屬第20(1)條公司的定義所指的公司；及 (b) 《公司(清盤及雜項條文)條例》(第32章)第326條所界定的非註冊公司。
(3) 為施行第(1)款，處長須在收到須根據第26條訂立的規例而繳付的費用後，容許某人按處長認為
合適的形式，查閱公司登記冊內的資料。
(4) 為施行第(1)款，處長可在收到須根據第26條訂立的規例而繳付的費用後，按處長認為合適的形
式，向某人交出公司登記冊內的文件或資料的文本或經核證真實副本，但只限於該文件或資料
是可提供予公眾查閱的範圍內，方可如此交出該文本或經核證真實副本。
(5) 在本條中—
取消資格令 (disqualification order) 就某人而言，指內容如下的命令：自該命令的日期起計的 一段在該命令中指明的期間內，該人不得未經法院許可—
(a) 擔任第(1)款適用的任何公司的董事、清盤人或臨時清盤人；
(b) 擔任上述公司的財產的接管人或經理人；或
(c) 以任何直接或間接的方式，關涉或參與上述公司的發起、組成或管理。
條： 46 經處長核證真實的副本可接納為證據 L.N. 163 of 2013 03/03/2014
在任何法律程序中—
(a) 如某文件看來是根據第45(4)條交出的任何資料的文本，並看來是經處長核證為該資料的真
實副本，則該文件一經交出，即可接納為證據，而無需再加證明；及
(b) 在沒有相反證據的情況下，該文件一經根據(a)段接納為證據，即為該資料的證明。
第 622 章 - 《公司條例》 21
部：
分部：
2
7
公司登記冊內不讓公眾查閱的資料 L.N. 163 of 2013 03/03/2014
部：
分部：
次分部：
2
7
1
一般保護 L.N. 163 of 2013 03/03/2014
條： 47 釋義
附註：
尚未實施
在本次分部中—
不提供的地址 (withheld address) 指根據第49(1)(a)條不提供予公眾查閱的地址； 不提供的身分識別號碼 (withheld identification number) 指根據第49(1)(b)條不提供予公眾查
閱的號碼；
不提供的資料 (withheld information) 指不提供的地址或不提供的身分識別號碼。
條： 48 獲法律或法院命令免除讓公眾查閱的資料 L.N. 163 of 2013 03/03/2014
如任何資料屬獲某條例或某法院命令免除讓公眾查閱的資料，或屬根據某條例獲免除讓公眾查閱的
資料，處長不得根據第45條提供該資料讓公眾查閱。
條： 49 處長可不提供住址及身分識別號碼讓公眾查閱
附註：
尚未實施
(1) 處長可應為本款的目的提出的申請，不根據第45 條提供以下資料讓公眾查閱—
(a) 載於本款適用的文件內的申請人的有關地址，而該地址是作為申請人所處的地點的地址而
載於該文件內的；或
(b) 載於本款適用的文件內的號碼，而該號碼是作為申請人的身分證或護照的完整號碼而載於
該文件內的。
(2) 第(1)款適用於在本條的生效日期之前、當日或之後根據以下任何條例交付處長登記的文件—
(a) 本條例；
(b) 《公司(清盤及雜項條文)條例》(第32章)；
(c) 《前身條例》。
(3) 處長如根據第(1)(a)款不提供某人的地址讓公眾查閱，處長須代之而提供載於該人的申請內作
為該人的通訊地址的地址，讓公眾查閱。
(4) 為第(1)(a)款的目的提出的申請，只可由公司的董事、備任董事或公司秘書，或公司的前董
事、前備任董事或前公司秘書提出，為第(1)(b)款的目的提出的申請，可由任何人提出。
(5) 如第56(6)條規定在該條指明的5年期間內，須在董事登記冊內記入某個地址，作為董事的通常
住址及通訊地址，則在該期間內，不得就該地址為第(1)款的目的提出申請。
第 622 章 - 《公司條例》 22
(6) 如第56(7)條不禁止在該條指明的5年期間內，在董事登記冊內記入某個地址，作為董事的通訊
地址，或在某份通知或申報表內述明該地址，作為董事的經更改通訊地址，則在該期間內，不
得就該地址為第(1) 款的目的提出申請。
(7) 為第(1)款的目的而提出的申請須—
(a) 載有根據第(8)(a)款訂立的規例所規定的資料；
(b) 隨附根據第(8)(b)款訂立的規例所規定的文件；及
(c) 隨附根據第(8)(c) 款訂立的規例所訂明的費用。
(8) 財政司司長可訂立規例—
(a) 訂定為第(1)款的目的而提出的申請須載有的資料，包括—
(i) 為施行第(3)款而規定的通訊地址；及
(ii) 處長就上述申請指明的其他資料；
(b) 訂定上述申請須隨附的文件，包括處長就上述申請指明的文件；
(c) 訂明上述申請須隨附的費用；及
(d) 就處長為決定上述申請而要求向其提供額外文件和資料的權力，訂定條文。
(9) 上述規例可規定，為施行第(3) 款而規定的通訊地址，不得是郵政信箱號碼。
(10)在本條中—
有關地址 (relevant address) 就為第(1) 款的目的提出申請的申請人而言，指該申請人在申請書 中指明的、該申請人在載有有關地址的文件的日期的通常住址。
條： 50 對使用或披露不提供的資料的限制
附註：
尚未實施
除非—
(a) 屬第51條所准許者；或
(b) 按照第52條的規定，
否則處長不得使用或披露不提供的資料。
條： 51 處長獲准許使用或披露不提供的資料的情況
附註：
尚未實施
(1) 處長可—
(a) 為與有關董事、備任董事或公司秘書進行通訊而使用不提供的地址；或
(b) 為與有關的人進行通訊而使用不提供的身分識別號碼。
(2) 處長可為執行其職能的目的，或在與執行其職能有關連的情況下，使用不提供的資料。
(3) 處長可應為本款的目的而提出的申請，向根據第(5)(e)款訂立的規例所指明的人，披露不提供
的資料。上述披露只可按照根據第(5)款訂立的規例作出。
(4) 為第(3)款的目的而提出的申請須—
(a) 載有根據第(5)(a)款訂立的規例所規定的資料；
(b) 隨附根據第(5)(b)款訂立的規例所規定的文件；及
(c) 隨附根據第(5)(c)款訂立的規例所訂明的費用。
(5) 財政司司長可訂立規例—
第 622 章 - 《公司條例》 23
(a) 訂定為第(3)款的目的而提出的申請須載有的資料，包括處長就上述申請指明的資料；
(b) 訂定上述申請須隨附的文件，包括處長就上述申請指明的文件；
(c) 訂明須為第(3)款的目的而繳付、並須隨附於上述申請的費用；
(d) 就處長為決定上述申請而要求向其提供額外文件和資料的權力，訂定條文；
(e) 指明可獲披露不提供的資料的人士；及
(f) 訂定可按照甚麼條件向該等人士披露不提供的資料，包括可向該等人士披露該等資料的範
圍。
條： 52 根據原訟法庭命令作出披露
附註：
尚未實施
(1) 如有以下情況，原訟法庭可作出命令，飭令處長披露不提供的地址—
(a) 以下情況—
(i) 有證據顯示，將文件送達第49(1)條所指的申請所載的作為通訊地址的地址，起不到使
有關董事、備任董事或公司秘書知悉該文件的作用；或
(ii) 在與強制執行法院命令或判令有關連的情況下披露該不提供的地址，是必要的或
合宜的；及
(b) 原訟法庭信納作出該命令是適當的。
(2) 如有以下情況，原訟法庭可作出命令，飭令處長披露不提供的身分識別號碼—
(a) 在與強制執行法院命令或判令有關連的情況下披露該號碼，是必要的或合宜的；及
(b) 原訟法庭信納作出該命令是適當的。
(3) 第(1)或(2)款所指的命令，可應以下人士的申請作出—
(a) 根據本條例、《公司(清盤及雜項條文)條例》(第32章)或《前身條例》交付處長登記的，
載有不提供的資料的文件所關乎的公司的債權人；或
(b) 原訟法庭覺得具有充分利害關係的任何其他人。
(4) 第(1)或(2)款所指的命令，須指明授權作出的披露，可向何人作出及可為甚麼目的作出。
部：
分部：
次分部：
2
7
2
對載於某些文件的住址及身分識別號碼的保護
附註：
尚未實施
條： 53 釋義
附註：
尚未實施
(1) 在本次分部中—
有關通訊地址 (relevant correspondence address) 就公司的董事而言，指載於以下文件之中較後 交付處長登記的一份內作為該董事的通訊地址的地址—
(a) 如該公司不屬第20(1)條公司的定義(a)或(b)段所指的公司—
第 622 章 - 《公司條例》 24
(i) 根據第67(1)(b)條就該公司的組成而交付處長登記的法團成立表格；
(ii) 根據第645(1)或(2)條就該公司的董事的委任或備任董事的提名而交付處長登記的
通知；
(iii) 根據第645(4)條就公司的董事登記冊內所載的詳情方面出現的更改而交付處長登
記的通知；
(iv) 根據第684(1)(d)條就委任公司的董事而交付處長登記的通知；或
(v) 為第807(1)條的目的就公司的註冊而交付的申請；
(b) 如該公司屬第20(1)條公司的定義(a)或(b)段所指的公司— (i) 根據第776(2)或(3)條就註冊該公司而向處長提出的申請；
(ii) 根據第791(1)條就該公司的董事方面出現的更改而交付處長登記的申報表；或
(iii) 根據第791(1)條就已根據第16部交付處長的該公司的董事的詳情方面出現的更改
而交付處長登記的申報表；
受保護地址 (protected address) 在第(2)(a)款的規限下，指屬第54(2)(a)條所指者的地址； 受保護身分識別號碼 (protected identification number) 指屬第54(2)(b)條所指者的號碼； 受保護資料 (protected information) 指受保護地址或受保護身分識別號碼； 董事 (director) 包括根據第455(1)條提名為備任董事的人。 (2) 為施行本次分部—
(a) 假若某人不再是有關公司的董事，該人的地址不會僅因此而不再屬第54(2)(a)條所指者的
地址；及
(b) 提述董事，在該範圍內，包括前董事。
(3) 第(2)(b)款不適用於在第55或56條中對董事的提述。
條： 54 處長不得提供住址或身分識別號碼讓公眾查閱
附註：
尚未實施
(1) 如有以下情況，第(2)款適用—
(a) 已—
(i) 根據本條例或《公司(清盤及雜項條文)條例》(第32章)就公司將文件交付處長登記，
而該文件符合有關條例訂明、根據有關條例訂明或根據有關條例指明的格式；或
(ii) 按根據附表11或憑藉《釋義及通則條例》(第1章)第23條具有持續效力的《前身條
例》的條文就公司將文件交付處長登記，而該文件符合根據第914(6)(a)或(8)(a)條指
明的格式；
(b) 有關條例規定該文件的某部分須載有以下資料，而該部分載有以下資料—
(i) 該公司的董事的通常住址；或
(ii) 任何人的身分證或護照的完整號碼；及
(c) 處長為第27(1)條的目的，記錄載於該文件的資料。
(2) 處長不得根據第45(1)條提供以下資料讓公眾查閱—
(a) (如有關條例規定某文件的某部分須載有有關公司的董事的通常住址)作為該董事的通常住
址而載於該文件該部分內的地址；或
(b) (如有關條例規定某文件的某部分須載有某人的身分證或護照的完整號碼)作為該人的身分
證或護照的完整號碼而載於該文件該部分內的號碼。
(3) 在本條中—
有關條例 (relevant Ordinance) 就根據某條例交付處長登記的文件或文件的任何部分而言，指該
第 622 章 - 《公司條例》 25
條例。
條： 55 處長可提供受保護地址讓人查閱
附註：
尚未實施
(1) 儘管有第54(2)(a)條的規定，如符合以下條件，則處長可按照第56條提供受保護地址讓公眾查
閱—
(a) 處長已向有關董事發出通訊，並要求在指明限期內作出回應，但尚未收到回覆；或
(b) 有證據顯示，處長將文件送達有關董事的有關通訊地址，起不到使該董事知悉該文件的作
用。
(2) 除非符合以下條件，否則處長不得作出第(1)款所指的決定—
(a) 處長已通知有關董事及有關公司，指處長建議根據第(1)款提供有關的受保護地址讓公眾查
閱；及
(b) 處長已考慮在根據第(3)(b)款指明的限期內提出的申述。
(3) 第(2)(a)款所指的通知—
(a) 須述明作出有關建議的理由；及
(b) 須指明在提供受保護地址根據第(1)款讓公眾查閱之前提出申述的限期。
(4) 第(2)(a)款所指的通知，須按以下地址送交有關董事—
(a) 有關受保護地址；或
(b) (如處長覺得將通知送達該受保護地址，也許起不到使該董事知悉該通知的作用)該董事的
有關通訊地址。
條： 56 補充第55條的條文
附註：
尚未實施
(1) 如處長根據第55(1)條提供受保護地址讓公眾查閱，則處長須猶如有以下情況發生般進行此事—
(a) 有通知根據第645(4)條交付處長登記，述明有關董事的通訊地址，已改為該受保護地址；
或
(b) 有申報表根據第791條交付處長登記，述明有關董事的通訊地址，已改為該受保護地址。
(2) 處長在如上述般行事後，須發出關於此事的書面通知予—
(a) 有關董事；及
(b) 有關公司。
(3) 書面通知亦須就有關受保護地址述明決定日期。
(4) 第(2)(a)款所指的書面通知，須按以下地址送交有關董事—
(a) 有關受保護地址；或
(b) (如處長覺得將通知送達該受保護地址，也許起不到使該董事知悉該通知的作用) 該董事的
有關通訊地址。
(5) 公司如收到書面通知，須在其董事登記冊內記入有關受保護地址，作為有關董事的通訊地址。
(6) 如在關於某受保護地址的決定日期後的5年內，有關董事通知公司該董事以另一地址作為其通常
住址，則—
(a) 該公司須在其董事登記冊內記入該另一地址，作為該董事的通常住址及通訊地址；及
第 622 章 - 《公司條例》 26
(b) 該公司須在猶如該董事的通訊地址亦已改為該另一地址的情況下處理第645(4)或791條所指
的通知或申報表。
(7) 在關於某受保護地址的決定日期後的5年的期間內—
(a) 公司不可在其董事登記冊內記入以下地址以外的地址作為董事的通訊地址—
(i) 該受保護地址；或
(ii) (如在根據第55(1)條提供該受保護地址讓公眾查閱後，該董事將其作為通常住址的地
址通知該公司)如此通知該公司的地址；及
(b) 公司不得在第645(4)或791條所指的通知或申報表內，述明有關董事的通訊地址已改為以下
地址以外的地址—
(i) 該受保護地址；或
(ii) (如在根據第55(1)條提供該受保護地址讓公眾查閱後，該董事將其作為通常住址的地
址通知該公司)如此通知該公司的地址。
(8) 第(5)、(6)(a)及(7)(a)款不適用於—
(a) 根據第777(1)條註冊的非香港公司；或
(b) 在第16部的生效日期前的任何時間，在根據《前身條例》第333AA條備存的登記冊內註冊的
公司。
(9) 如公司違反第(5)、(6)或(7)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關
罪行是持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
(10)在本條中—
決定日期 (decision date) 就受保護地址而言，指處長決定根據第55(1)條提供該受保護地址讓公 眾查閱的日期。
條： 57 對使用或披露受保護資料的限制
附註：
尚未實施
除非—
(a) 屬第58條所准許者；或
(b) 按照第59條的規定，
否則處長不得使用或披露受保護資料。
條： 58 處長獲准許使用或披露受保護資料的情況
附註：
尚未實施
(1) 處長可—
(a) 為與有關董事進行通訊而使用受保護地址；或
(b) 為與有關的人進行通訊而使用受保護身分識別號碼。
(2) 處長可為執行其職能的目的，或在與執行其職能有關連的情況下，使用受保護資料。
(3) 處長可應為本款的目的而提出的申請，向根據第(5)(e)款訂立的規例所指明的人，披露受保護
資料。上述披露只可按照根據第(5)款訂立的規例作出。
(4) 為第(3)款的目的而提出的申請須—
(a) 載有根據第(5)(a)款訂立的規例所規定的資料；
第 622 章 - 《公司條例》 27
(b) 隨附根據第(5)(b)款訂立的規例所規定的文件；及
(c) 隨附根據第(5)(c)款訂立的規例所訂明的費用。
(5) 財政司司長可訂立規例—
(a) 訂定為第(3)款的目的而提出的申請須載有的資料，包括處長就上述申請指明的資料；
(b) 訂定上述申請須隨附的文件，包括處長就上述申請指明的文件；
(c) 訂明須為第(3)款的目的而繳付、並須隨附於上述申請的費用；
(d) 就處長為決定上述申請而要求向其提供額外文件和資料的權力，訂定條文；
(e) 指明可獲披露受保護資料的人士；及
(f) 訂定可按照甚麼條件向該等人士披露受保護資料，包括可向該等人士披露該等資料的範
圍。
條： 59 根據原訟法庭命令作出披露
附註：
尚未實施
(1) 如有以下情況，原訟法庭可作出命令，飭令處長披露受保護地址—
(a) 以下情況—
(i) 有證據顯示，將文件送達有關董事的有關通訊地址，起不到使該董事知悉該文件的作
用；或
(ii) 在與強制執行法院命令或判令有關連的情況下披露該受保護地址，是必要的或合
宜的；及
(b) 原訟法庭信納作出該命令是適當的。
(2) 如有以下情況，原訟法庭可作出命令，飭令處長披露受保護身分識別號碼—
(a) 在與強制執行法院命令或判令有關連的情況下披露該號碼，是必要的或合宜的；及
(b) 原訟法庭信納作出該命令是適當的。
(3) 第(1)或(2)款所指的命令，可應以下人士的申請作出—
(a) 根據本條例或《公司(清盤及雜項條文)條例》(第32章)交付處長登記的，載有受保護資料
的文件所關乎的公司的債權人；或
(b) 原訟法庭覺得具有充分利害關係的任何其他人。
(4) 第(1)或(2)款所指的命令，須指明授權作出的披露，可向何人作出及可為甚麼目的作出。
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補充條文 L.N. 163 of 2013 03/03/2014
條： 60 禁止的範圍 L.N. 163 of 2013 03/03/2014
凡本分部下的禁止，是藉提述源自某特定種類的文件的資料而適用的—
(a) 該項禁止不影響透過其他方式提供該資料讓公眾查閱；及
(b) 如該資料是源自另一種類的文件，而該項禁止並不就該種類的文件而適用，則該項禁止不
影響將該資料提供予公眾查閱。
第 622 章 - 《公司條例》 28
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雜項 L.N. 163 of 2013 03/03/2014
條： 61 處長可用任何方式發出證明書 L.N. 163 of 2013 03/03/2014
(1) 處長可用任何其認為合適的方式，發出本條例所訂的證明書。
(2) 在不局限第(1)款所訂的處長權力的原則下，處長可用電子紀錄形式，發出證明書。
條： 62 處長無須負責核實資料 L.N. 163 of 2013 03/03/2014
處長無須負責核實—
(a) 交付處長的文件所載的資料的真實性；或
(b) 文件交付處長所據的權限。
條： 63 豁免權 L.N. 163 of 2013 03/03/2014
(1) 處長或任何公職人員均不會就其—
(a) 在執行或其本意是執行本條例所訂的職能的情況下；或
(b) 在行使或其本意是行使本條例所訂的權力的情況下，
真誠地作出或真誠地不作出的事情，而招致任何民事法律責任；而任何人均不可就該等事情，
針對處長或任何公職人員提出任何民事訴訟。
(2) 凡某受保障人為本條例的目的提供某服務，而有採用電子形式的資料，藉著該服務向公眾提
供，或某受保障人為本條例的目的以磁帶或任何電子模式提供資料，如該資料中出現任何錯誤
或遺漏，而該錯誤或遺漏—
(a) 是在履行該受保障人的責任的通常過程中真誠地作出的；或
(b) 是因在該服務的任何缺失或故障而出現或產生的，或是因任何用於該服務或用於提供資料
的設備的缺失或故障而出現或產生的，
則該受保障人無須對該服務或資料的使用者因該錯誤或遺漏而蒙受的損失或損害，承擔個人法
律責任。
(3) 凡某受保障人為本條例的目的提供某服務或設施，而藉著該服務或設施，文件可藉電子方式交
付處長，如藉著該服務或設施而交付處長的文件中出現任何錯誤或遺漏，而該錯誤或遺漏—
(a) 是在履行該受保障人的責任的通常過程中真誠地作出的；或
(b) 是因在該服務或設施的任何缺失或故障而出現或產生的，或是因任何用於該服務或設施的
設備的缺失或故障而出現或產生的，
則該受保障人無須對該服務或設施的使用者因該錯誤或遺漏而蒙受的損失或損害，承擔個人法
律責任。
(4) 第(2)及(3)款就錯誤或遺漏賦予受保障人的保障，並不影響政府在侵權法上對該錯誤或遺漏的
任何法律責任。
(5) 在本條中—
受保障人 (protected person) 指獲處長授權提供有關資料或提供有關服務或設施的人。
條： 64 文件與經核證譯本出現歧異 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 公司為第31(1)(b)條的目的，將採用一種既非英文亦非中文的語文的文件的經核證譯本，
第 622 章 - 《公司條例》 29
隨附該文件交付處長；及
(b) 採用該語文的該文件，與該文件的經核證譯本出現歧異。
(2) 在上述譯本關乎與上述文件出現歧異的範圍內，上述公司不可針對任何第三者而依賴該譯本。
(3) 在上述譯本關乎與上述文件出現歧異的範圍內，任何第三者不可針對上述公司而依賴該譯本，
但如該第三者—
(a) 不知悉採用上述語文的該文件的內容；及
(b) 實際上曾在該譯本關乎與該文件出現歧異的範圍內依賴該譯本，
則屬例外。
(4) 在本條中—
第三者(third party)指有關公司以外的人。
條： 65 對登記冊、簿冊或文件進行銷毀等的罪行 L.N. 163 of 2013 03/03/2014
(1) 任何人為了使自己或另一人得益，或意圖引致另一人蒙受損失，而不誠實地銷毀、刪除、更
改、污損或隱藏—
(a) 任何屬於處長辦事處或在處長辦事處存檔或存放的登記冊、簿冊或文件；或
(b) 任何該等登記冊、簿冊或文件的電子紀錄、微縮軟片、影像或其他紀錄，
即屬犯罪。
(2) 任何人犯第(1)款所訂罪行，一經公訴程序定罪，可處監禁7年。
(3) 任何人故意或惡意銷毀、刪除、更改、污損或隱藏—
(a) 任何屬於處長辦事處或在處長辦事處存檔或存放的登記冊、簿冊或文件；或
(b) 任何該等登記冊、簿冊或文件的電子紀錄、微縮軟片、影像或其他紀錄，
即屬犯罪。
(4) 任何人犯第(3)款所訂罪行—
(a) 一經循公訴程序定罪，可處罰款$150000及監禁2年；或
(b) 一經循簡易程序定罪，可處第5級罰款及監禁6個月。
部： 3 公司組成及相關事宜，以及公司的重新註冊 L.N. 163 of 2013 03/03/2014
(*格式變更─2013年第1號編輯修訂紀錄)
__________________________________________________________________________ 註：
* 第3部的格式已按現行法例樣式更新。
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關於組成的一般規定 L.N. 163 of 2013 03/03/2014
條： 66 公司類別 L.N. 163 of 2013 03/03/2014
只有以下公司可根據本條例組成—
第 622 章 - 《公司條例》 30
(a) 公眾股份有限公司；
(b) 私人股份有限公司；
(c) 有股本的公眾無限公司；
(d) 有股本的私人無限公司；
(e) 無股本的擔保有限公司。
條： 67 公司的組成 L.N. 163 of 2013 03/03/2014
(1) 任何一人或多於一人可藉—
(a) 在擬組成的公司的章程細則上簽署；及
(b) 將以下文件交付處長登記—
(i) 符合指明格式的法團成立表格；及
(ii) 有關章程細則的文本，
組成公司。
(2) 公司只可為合法目的而組成。
條： 68 法團成立表格的內容 L.N. 163 of 2013 03/03/2014
(1) 法團成立表格—
(a) 就擬組成的公司而言，須載有附表2第1條指明的詳情及陳述；
(b) 就每名該公司的創辦成員而言，須載有附表2第2條指明的詳情；
(c) 就每名將在該公司組成時擔任該公司的董事的人而言，須載有—
(i) 附表2第3條指明的詳情；及
(ii) 附表2第4條指明的陳述；
(d) 就每名將在該公司組成時擔任該公司的公司秘書的人而言，或就其中一名將在該公司組成
時擔任該公司的聯名公司秘書的人而言，須載有附表2第5條指明的詳情；
(e) 須載有附表2第7條指明的陳述；及
(f) 須載有第70(1)條指明的述明有關規定已獲遵守的陳述。
(2) 如擬組成的公司屬股份有限公司或無限公司，法團成立表格亦須載有附表2 第8 條指明的陳
述。
條： 69 法團成立表格的簽署 L.N. 163 of 2013 03/03/2014
法團成立表格須由在該表格內列名的創辦成員簽署，或(如有2名或多於2名創辦成員在該表格內列
名)由任何一名該等成員簽署。
條： 70 法團成立表格須載有的述明有關規定已獲遵守的陳述 L.N. 163 of 2013 03/03/2014
(1) 為施行第68(1)(f)條而指明的陳述，是核證以下事項的陳述—
(a) 本條例中就有關擬組成的公司註冊的所有規定，已獲遵守；及
(b) 有關法團成立表格所載有的資料、陳述及詳情均屬準確，並與該公司的章程細則內的資
料、陳述及詳情相符。
(2) 處長可接受述明有關規定已獲遵守的陳述，作為本條例中就有關公司註冊的所有規定已獲遵守
的充分證據。
第 622 章 - 《公司條例》 31
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條： 71 註冊時發出公司註冊證明書 L.N. 163 of 2013 03/03/2014
(1) 在註冊法團成立表格及根據第67(1)(b)條交付的章程細則的文本時，處長須發出公司註冊證明
書，核證有關公司—
(a) 已根據本條例成立為法團；及
(b) 屬有限公司或無限公司。
(2) 公司註冊證明書須由處長簽署。
條： 72 公司註冊證明書屬確證 L.N. 163 of 2013 03/03/2014
公司註冊證明書屬以下事項的確證—
(a) 本條例中就有關公司註冊的所有規定，已獲遵守；及
(b) 該公司已根據本條例註冊。
條： 73 成立為法團的效果 L.N. 163 of 2013 03/03/2014
(1) 在公司註冊證明書所述明的法團成立日期當日及之後，有關創辦成員以及不時成為該公司的成
員的任何其他人，即屬一個法人團體，該法人團體以該證明書所述明的名稱為名，如有名稱的
更改根據第107、110、770或772條生效，則以新名稱為名。
(2) 在有關法團成立日期當日及之後，該法人團體有能力行使具法團地位的公司的所有職能，並永
久延續。
(3) 在有關法團成立日期當日及之後，有關創辦成員以及不時成為該公司的成員的任何其他人，負
有《公司(清盤及雜項條文)條例》(第32章)所述的法律責任，在該公司清盤時作出付款作為該
公司的資產。
條： 74 董事書面同意的交付 L.N. 163 of 2013 03/03/2014
(1) 為附表2第4(b)(ii)條的目的而就擬組成的公司給予的每份同意，須符合指明格式，並須在該公
司成立為法團後的15日內，交付處長登記。
(2) 如第(1)款遭違反，公司、其每名責任人及為第69條的目的而簽署法團成立表格的創辦成員均屬
犯罪，可各處第4級罰款，如有關罪行是持續的罪行，則可就該罪行持續期間的每一日，另各處
罰款$700。
(3) 在為本條所訂的罪行而向某創辦成員提起的法律程序中，如確立該成員已採取一切合理步驟，
以確保第(1)款獲遵守，即屬免責辯護。
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公司章程細則 L.N. 163 of 2013 03/03/2014
第 622 章 - 《公司條例》 32
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一般條文 L.N. 163 of 2013 03/03/2014
條： 75 訂明公司規例的章程細則 L.N. 163 of 2013 03/03/2014
公司須有章程細則，訂明該公司的規例。
條： 76 章程細則所用的語文 L.N. 163 of 2013 03/03/2014
公司的章程細則須以中文或英文印刷。
條： 77 章程細則的格式 L.N. 163 of 2013 03/03/2014
公司的章程細則須分成段落，而該等段落須順序編號。
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章程細則範本 L.N. 163 of 2013 03/03/2014
條： 78 財政司司長可訂明章程細則範本 L.N. 163 of 2013 03/03/2014
(1) 財政司司長可藉於憲報刊登的公告，為公司訂明章程細則範本。
(2) 本條所指的章程細則範本的任何修訂，並不影響在該修訂生效前成立為法團的公司。
條： 79 採納章程細則範本 L.N. 163 of 2013 03/03/2014
屬某公司類別的公司，可採納為該公司類別而訂明的章程細則範本的任何條文，或採納該範本的全
部條文，作為該公司的章程細則。
條： 80 章程細則範本適用於有限公司 L.N. 163 of 2013 03/03/2014
(1) 在有限公司成立為法團時，為該公司所屬的公司類別而訂明並在當其時有效的章程細則範本，
在適用範圍內，即構成該公司的章程細則的部分，適用的方式及範圍猶如該範本已註冊成為該
公司的章程細則一樣。
(2) 如公司的經註冊的章程細則沒有訂明該公司的任何規例，第(1)款適用。
(3) 如公司的經註冊的章程細則訂明該公司的任何規例，只要該公司的章程細則並無將上述章程細
則範本排除或變通，第(1)款適用。
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章程細則的內容及效力 L.N. 163 of 2013 03/03/2014
第 622 章 - 《公司條例》 33
條： 81 公司名稱 L.N. 163 of 2013 03/03/2014
公司的章程細則須述明該公司的名稱。
條： 82 公司的宗旨 L.N. 163 of 2013 03/03/2014
(1) 如處長根據第103(2)條，向擬組成為有限公司的組織批出特許證，或根據第103(4)條，向有限
公司批出特許證，則在該特許證有效期間，該公司的章程細則須述明該公司的宗旨。
(2) 任何其他公司的章程細則可述明該公司的宗旨。
(3) 第(1)及(2)款並不影響關乎公司的章程細則的、任何其他條例指明的任何規定。
條： 83 成員的法律責任 L.N. 163 of 2013 03/03/2014
(1) 有限公司的章程細則須述明，該公司的成員的法律責任是有限的。
(2) 根據本條例組成及註冊的無限公司的章程細則須述明，該公司的成員的法律責任是無限的。
條： 84 有限公司的成員的法律責任或分擔 L.N. 163 of 2013 03/03/2014
(1) 股份有限公司的章程細則須述明，該公司的成員的法律責任，是以該等成員所持有的股份的未
繳款額為限的。
(2) 擔保有限公司的章程細則須述明，每名屬該公司的成員的人均承諾，若該公司在該人是該公司
的成員期間清盤，或在該人不再是該公司的成員之後一年內清盤，該人會分擔支付該人須付的
一筆不超逾指明款額的款額，作為該公司的資產，以—
(a) 支付該公司在該人不再是該公司的成員之前招致的債項及債務；
(b) 支付該公司清盤的費用、收費及開支；及
(c) 調整分擔人之間的權利。
(3) 凡任何原有公司根據《前身條例》第4(3)條，被當作一間股份有限公司，第(1) 款不適用於該
公司的章程細則。
條： 85 股本及最初的股份持有情況 L.N. 163 of 2013 03/03/2014
(1) 有股本的公司的章程細則須述明附表2第8條(第(1)(d)(iv)、(v)、(vi)及(vii)款除外)規定須
載於該公司的法團成立表格內的資料。
(2) 有股本的公司的章程細則可述明，該公司可發行的股份數目的上限。
條： 86 章程細則的效力 L.N. 163 of 2013 03/03/2014
(1) 在符合本條例的規定下，公司的章程細則一經根據本條例或某《舊有公司條例》註冊，即—
(a) 在—
(i) 該公司與每名成員之間；及
(ii) 任何成員與每名其他成員之間，
作為蓋上印章的合約而具有效力；及
(b) 須視為載有該公司及每名成員均會遵守該等章程細則的所有條文的契諾。
(2) 在不局限第(1)款的原則下，章程細則—
(a) 可由有關公司針對每名成員強制執行；
第 622 章 - 《公司條例》 34
(b) 可由任何成員針對該公司強制執行；及
(c) 可由任何成員針對每名其他成員強制執行。
(3) 根據章程細則須由任何成員支付予有關公司的款項，均—
(a) 屬該成員拖欠該公司的債項；及
(b) 具有蓋印文據債項的性質。
部：
分部：
次分部：
3
2
4
章程細則的修改 L.N. 163 of 2013 03/03/2014
條： 87 公司可修改章程細則 L.N. 163 of 2013 03/03/2014
(1) 在符合本條例的規定下，公司可修改其章程細則。
(2) 除按第8分部規定外，公司不得在其章程細則中修改第83或84(1)條所述的任何陳述。
(3) 除第180條另有規定外，如對有股本的公司的章程細則的修改，會與附於該公司某類別股份的股
份的任何權利不相符，則該公司不得作出該項修改。
(4) 除第188條另有規定外，如對無股本的公司的章程細則的修改，會與該公司某類別成員的任何權
利不相符，則該公司不得作出該項修改。
(5) 擔保有限公司不得在其章程細則中修改第84(2)條所規定的資料，但該公司可增加有關指明款
額。
條： 88 藉特別決議或普通決議作出修改 L.N. 163 of 2013 03/03/2014
(1) 在符合本條例的規定下，本條適用於對公司的章程細則的修改。
(2) 除第(3)款及本條例任何其他條文另有規定外，公司只可藉特別決議，修改其章程細則。
(3) 對章程細則中公司可發行的股份數目上限的修改，可藉普通決議作出。
(4) 在符合本條例的規定下，按照本條作出的修改屬有效，猶如該項修改原本已載於有關章程細則
內一樣。
(5) 在修改的生效日期後的15日內，公司須將以下文件交付處長登記—
(a) 符合指明格式的修改通知；及
(b) 經修改的章程細則的文本，該文本須由該公司的一名高級人員核證為正確。
(6) 如公司違反第(5)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$300。
條： 89 公司宗旨的修改 L.N. 163 of 2013 03/03/2014
(1) 本條適用於對公司的章程細則中述明的公司宗旨的修改。
(2) 公司可藉—
(a) 放棄或限制任何宗旨；或
(b) 採納本可在—
(i) (如屬根據本條例組成及註冊的公司) 有關章程細則註冊時，合法地載於該公司的章程
細則內的任何新宗旨；或
(ii) (如屬原有公司)有關組織章程大綱註冊時，合法地載於該公司的組織章程大綱內
的任何新宗旨，
第 622 章 - 《公司條例》 35
修改有關宗旨，而該項修改須藉特別決議作出，該決議的通知須已向該公司的所有成員(包括根
據該公司的章程細則無權接收該通知的成員)發出。
(3) 如上述決議是由有關公司通過，該決議的通知亦須向該公司的所有有關債權證持有人發出，而
該通知須與第(2)款所述的通知相同。
(4) 為施行第(3)款，如沒有條文規管向有關債權證持有人發出通知的方式，則該公司的章程細則中
規管向成員發出通知的方式的條文即適用。
(5) 如有關公司通過特別決議修改其宗旨，則取消該項修改的申請，可按照第91 條向原訟法庭提
出；而如有人提出申請，該項修改只在原訟法庭確認下具有效力。
(6) 在通過特別決議修改其宗旨後—
(a) (如屬有關公司)如無人根據第(5)款提出申請，該公司須在提出該申請的限期屆滿後的15日
內，將第(7)款指明的文件交付處長登記；
(b) (如屬有關公司)如有人根據第(5)款提出申請，該公司須—
(i) 立即將此事通知處長；及
(ii) 在取消或確認有關修改的原訟法庭命令的日期後的15日內，或(如根據第(8)款獲
准延長限期)在經延長的限期內，將該命令的正式文本，以及(如屬確認該項修改的命
令)第(7)款指明的文件交付處長登記；或
(c) (如屬並非有關公司的公司)該公司須在該決議通過的日期後的15 日內，將第(7)款指明的
文件交付處長登記。
(7) 上述文件為—
(a) 符合指明格式的修改通知；及
(b) 經修改的公司章程細則的文本，該文本須由該公司的一名高級人員核證為正確。
(8) 原訟法庭可藉命令，隨時延長須根據第(6)(b)款將文件交付處長的限期。
(9) 如公司違反第(6)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$300。
(10)在本條中—
有關公司 (relevant company) 指— (a) 私人公司；或
(b) 在緊接本分部生效日期*前，屬私人公司(即當時有效的《前身條例》第2(1)條所界定者)的
擔保有限公司；
有關債權證 (relevant debentures) 指任何符合以下說明的債權證：以浮動押記作保證，並於1963 年2月15日之前發行或首次發行，或屬如此發行的債權證同一系列的部分。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 90 原有公司對某些章程細則的修改 L.N. 163 of 2013 03/03/2014
(1) 除第(2)款另有規定外，如原有公司的章程細則的任何條文—
(a) 是在緊接本分部生效日期*前，載於該公司的組織章程大綱內(不論該組織章程大綱是在
1984年8月31日之前、當日或之後註冊的)；及
(b) 在該組織章程大綱註冊時，是原可合法地載於該公司的章程細則內，而非載於該組織章程
大綱內，
則本條適用於對該條文的修改。
(2) 如有以下情況，本條不適用—
(a) 原有公司的章程細則的任何條文，是在緊接本部生效日期*前，載於該公司的組織章程大綱
第 622 章 - 《公司條例》 36
內(不論該組織章程大綱是在1984年8月31日之前、當日或之後註冊的)；且
(b) 該條文訂定可修改或禁止修改第(1)款所述的任何條文。
(3) 原有公司可藉特別決議修改第(1) 款所述的任何條文。
(4) 如有關公司通過特別決議修改有關條文，則取消該項修改的申請，可按照第91條向原訟法庭提
出；而如有人提出申請，該項修改只在原訟法庭確認下具有效力。
(5) 在根據第(3)款通過決議後—
(a) (如屬有關公司)如無人根據第(4)款提出申請，該公司須在提出該申請的限期屆滿後的15
日內，將第(6)款指明的文件交付處長登記；
(b) (如屬有關公司)如有人根據第(4)款提出申請，該公司須—
(i) 立即將此事通知處長；及
(ii) 在取消或確認有關修改的原訟法庭命令的日期後的15日內，或(如根據第(7)款獲
准延長限期)在經延長的限期內，將該命令的正式文本，以及(如屬確認該項修改的命
令)第(6)款指明的文件交付處長登記；或
(c) (如屬並非有關公司的公司)該公司須在該決議通過的日期後的15日內，將第(6)款指明的文
件交付處長登記。
(6) 上述文件為—
(a) 符合指明格式的修改通知；及
(b) 經修改的公司章程細則的文本，該文本須由該公司的一名高級人員核證為正確。
(7) 原訟法庭可藉命令，隨時延長須根據第(5)(b)款將文件交付處長的限期。
(8) 如公司違反第(5)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$300。
(9) 本條並不授權更改或廢止任何類別成員的特別權利。
(10)在本條中—
有關公司 (relevant company) 指— (a) 私人公司；或
(b) 在緊接本分部生效日期*前，屬私人公司(即當時有效的《前身條例》第2(1)條所界定者)的
擔保有限公司。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 91 向原訟法庭提出要求取消修改的申請 L.N. 163 of 2013 03/03/2014
(1) 第89(5)條所指的要求取消對公司宗旨作出修改的申請，可由以下人士提出—
(a) 持有該公司已發行股份數目或任何類別的已發行股本總數中最少5%的人，或( 如該公司並
非股份有限公司)該公司成員中最少5%的成員；或
(b) 持有第89(10)條有關債權證的定義所述的該公司債權證中價值最少5%的人。 (2) 第89(5)條所指的申請，可由第(1)(a)或(b)款所述的全部有關人士為提出該條所指的申請而以
書面委任的他們當中的一人或多於一人代表他們提出。
(3) 第90(4)條所指的要求取消對原有公司章程細則條文的修改的申請，可由持有該公司已發行股份
數目或任何類別的已發行股本總數中最少5%的人提出，或(如該公司並非股份有限公司)由該公
司成員中最少5%的成員提出。
(4) 第90(4)條所指的申請，可由第(3)款所述的全部有關人士為提出該條所指的申請而以書面委任
的他們當中的一人或多於一人代表他們提出。
(5) 第89(5)或90(4)條所指的申請，只可在有關特別決議通過的日期後的28日內提出。
第 622 章 - 《公司條例》 37
(6) 原訟法庭可應第89(5)或90(4)條所指的申請—
(a) 按它認為合適的條款及條件，全盤或局部取消有關修改，或全盤或局部確認有關修改；
(b) 將法律程序押後，以作出令它滿意的安排，購買持異議的成員的權益；及
(c) 作出它認為合宜的任何指示及命令，以執行或利便作出任何該等安排。
條： 92 某些修改對成員不具約束力 L.N. 163 of 2013 03/03/2014
(1) 儘管公司章程細則的任何條文另有規定，如在屬該公司的成員的人成為成員的日期後，有任何
對該章程細則的修改生效，則在該項修改具有以下效力的範圍內，該成員不受該項修改約束—
(a) 該人須承購或認購多於該人在該項修改生效當日所持有的股份數目的股份；
(b) 以任何方式，增加該人在該日期就分擔該公司的股本所承擔的法律責任；或
(c) 以任何方式，增加該人向該公司支付款項所承擔的法律責任。
(2) 如有關人士在有關修改生效之前、當日或之後，以書面同意受該項修改約束，則第(1)款不適
用。
條： 93 公司須將修改納入章程細則內 L.N. 163 of 2013 03/03/2014
(1) 如公司的章程細則有任何修改，該公司須將該項修改，納入在該項修改生效的日期當日或之後
發出的每份章程細則的文本內。
(2) 如公司違反第(1)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款。
條： 94 影響私人公司的地位的修改 L.N. 163 of 2013 03/03/2014
(1) 如私人公司修改其章程細則，以致該章程細則不再符合第11(1)(a)條，則在該項修改生效的日
期當日，該公司即不再是私人公司。
(2) 除第88(5)條所規定的文件外，有關公司須於有關修改生效的日期後的15日內，將以下文件交付
處長登記—
(a) 關於更改該公司的地位並符合指明格式的通知；及
(b) 該公司的符合以下說明的周年財務報表文本(經該公司的一名高級人員核證為真實者)—
(i) 按照第379條擬備；及
(ii) 為緊接該項修改生效的財政年度前的財政年度擬備。
(3) 如公司違反第(2)(a)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款，如有關罪行是持
續的罪行，則可就該罪行持續期間的每一日，另各處罰款$300。
(4) 如公司違反第(2)(b)款，該公司及其每名責任人均屬犯罪，可各處第5級罰款，如有關罪行是持
續的罪行，則可就該罪行持續期間的每一日，另各處罰款$1000。
條： 95 影響公眾公司的地位的修改 L.N. 163 of 2013 03/03/2014
(1) 如公眾公司修改其章程細則，以致該章程細則符合第11(1)(a)條，則在該項修改生效的日期當
日，該公司即不再是公眾公司。
(2) 除第88(5)條所規定的文件外，有關公司須於有關修改生效的日期後的15日內，將關於更改該公
司的地位的通知交付處長登記，該通知須符合指明格式。
(3) 如公司違反第(2)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$300。
第 622 章 - 《公司條例》 38
條： 96 將由原訟法庭命令作出的修改通知處長 L.N. 163 of 2013 03/03/2014
(1) 如公司的章程細則的任何條文或公司的章程細則的任何條文的效力，被原訟法庭命令修改，該
公司須在該項修改生效的日期後的15日內，將關於該項修改的通知交付處長登記，該通知須符
合指明格式。
(2) 修改通知須隨附—
(a) 有關命令的正式文本；及
(b) 經該命令修改的章程細則的文本。
(3) 如根據本條例的另一條文，有關公司須將有關命令的正式文本交付處長，則第(2)(a)款不
適用。
(4) 如公司違反第(1)或(2)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款，如有關罪行是
持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$300。
條： 97 向成員提供章程細則的文本 L.N. 163 of 2013 03/03/2014
(1) 公司須應其成員提出的要求，在收到要求後的7日內，向該成員提供其章程細則的最新文本。
(2) 如公司違反第(1)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款。
部：
分部：
次分部：
3
2
5
雜項條文 L.N. 163 of 2013 03/03/2014
條： 98 原有公司的組織章程大綱的條件須視為章程細則的條文 L.N. 163 of 2013 03/03/2014
(1) 在緊接本分部生效日期*前，載於原有公司的組織章程大綱並在當其時有效的條件就所有目的而
言，均須視為該公司的章程細則的條文。
(2) 如組織章程大綱是在本分部生效日期*當日或之後，按根據附表11具有持續效力的條文而註冊，
載於該章程大綱的條件就所有目的而言，均須視為根據《前身條例》註冊的該公司的章程細則
的條文。
(3) 如在本分部生效日期*前，修改某原有公司的組織章程大綱的條件的特別決議，根據《前身條
例》第8(1)或25A(1)條獲得通過，而該項修改於該日期當日或之後生效，則經修改的條件就所
有目的而言，均須視為根據《前身條例》註冊的該公司的章程細則的條文。
(4) 儘管第(1)、(2)及(3)款另有規定，如第(1)或(2)款所述的條件述明以下事項，或第(3)款所述
的經修改的條件述明以下事項，則在該條件關乎(a)或(b)段所述的事項的範圍內，該條件就所
有目的而言，均須視為已被刪除，且不得視為該公司的章程細則的條文—
(a) 有關原有公司建議登記或已登記的股本款額；或
(b) 將該公司的股本分為款額固定的股份。
(5) 在緊接本分部生效日期*前有效的任何條例中，或在該日期前製備的任何其他文件中—
(a) 提述原有公司的組織章程大綱，即提述該公司的章程細則；及
(b) 提述原有公司的組織章程大綱的條件，即提述該公司的章程細則的條文。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
第 622 章 - 《公司條例》 39
條： 99 擔保有限公司的章程細則 L.N. 163 of 2013 03/03/2014
(1) 本條適用於—
(a) 在1912年1月1日當日或之後根據某《舊有公司條例》註冊的無股本擔保有限公司；及
(b) 根據本條例註冊為擔保有限公司的公司。
(2) 如公司的章程細則的任何條文，或該公司的任何決議的任何條文，看來是給予任何人權利，以
非成員身分分享該公司的可分攤利潤，該條文即屬無效。
(3) 就本條例中關乎擔保有限公司的章程細則的條文而言，如該公司的章程細則的任何條文，或該
公司的任何決議的任何條文，看來是將該公司的業務分成股份或權益，該條文須視為關於股本
的條文。
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條： 100 公司不得以某些名稱註冊 L.N. 163 of 2013 03/03/2014
(1) 公司不得以下述名稱註冊—
(a) 與出現於《公司名稱索引》內的名稱相同的名稱；
(b) 與根據某條例成立為法人團體或設立的法人團體的名稱相同的名稱；
(c) 處長認為由該公司使用即會構成刑事罪行的名稱；或
(d) 處長認為屬令人反感或因其他原因屬違反公眾利益的名稱。
(2) 除非獲得處長的事先批准，否則公司不得以下述名稱註冊—
(a) 處長認為會令人產生以下印象的名稱：該公司與—
(i) 中央人民政府；
(ii) 政府；或
(iii) 中央人民政府的任何部門或機關，或政府的任何部門或機關，
有任何方面的聯繫；
(b) 載有當其時根據第101條作出的命令指明的任何字或詞的名稱；或
(c) 與就以下指示為之作出的名稱相同的名稱—
(i) 根據第108、109或771條作出的指示；或
(ii) 在2010年12月10日或之後根據《前身條例》第22或22A條作出的指示。
條： 101 財政司司長可為第100(2)(b)條指明字或詞 L.N. 163 of 2013 03/03/2014
財政司司長可藉於憲報刊登的命令，為施行第100(2)(b)條而指明任何字或詞。
第 622 章 - 《公司條例》 40
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有限公司名稱以“Limited”等作為最後一個字 L.N. 163 of 2013 03/03/2014
條： 102 有限公司不得以沒有“Limited”等作為名稱最後一個字 註冊
L.N. 163 of 2013 03/03/2014
有限公司不得以下述名稱註冊—
(a) (如該公司只有英文名稱)沒有以“Limited”作為最後一個字的名稱；
(b) (如該公司只有中文名稱)沒有以“有限公司”作為最後4個字的名稱；或
(c) (如該公司兼有中文名稱及英文名稱)—
(i) 沒有以“Limited”作為最後一個字的英文名稱；及
(ii) 沒有以“有限公司”作為最後4個字的中文名稱。
條： 103 略去“Limited”等的處長特許證 L.N. 163 of 2013 03/03/2014
(1) 如有證明提出致使處長信納以下事宜，則處長可就擬組成為有限公司的組織，行使第(2) 款所
指的權力—
(a) 該公司是為促進商業、藝術、科學、宗教或慈善或任何其他有用的宗旨而組成；
(b) 該組織擬將該公司的利潤或其他收入用於促進其宗旨；及
(c) 該組織擬禁止向該公司的成員支付股息。
(2) 處長可藉特許證，准許有關組織以下述名稱註冊為有限公司—
(a) (如該公司只有英文名稱)沒有以“Limited”作為最後一個字的名稱；
(b) (如該公司只有中文名稱)沒有以“有限公司”作為最後4個字的名稱；或
(c) (如該公司兼有中文名稱及英文名稱)—
(i) 沒有以“Limited”作為最後一個字的英文名稱；及
(ii) 沒有以“有限公司”作為最後4個字的中文名稱。
(3) 如有證明提出致使處長信納以下事宜，則處長可就有限公司行使第(4)款所指的權力—
(a) 該公司的宗旨限於—
(i) 促進商業、藝術、科學、宗教或慈善或任何其他有用的宗旨；及
(ii) 第(i)節所述的宗旨所附帶的宗旨，或對第(i)節所述的宗旨有助的宗旨；
(b) 該公司的章程細則規定，該公司須將其利潤或其他收入用於促進其宗旨；及
(c) 該公司的章程細則禁止該公司向其成員支付股息。
(4) 處長可藉特許證，准許有關有限公司—
(a) (如該公司只有英文名稱)更改該公司的名稱，以將“Limited”一字從該名稱中刪除；
(b) (如該公司只有中文名稱)更改該公司的名稱，以將“有限公司”字樣從該名稱中刪除；或
(c) (如該公司兼有中文名稱及英文名稱)—
(i) 更改該公司的英文名稱，以將“Limited”一字從該名稱中刪除；及
(ii) 更改該公司的中文名稱，以將“有限公司”字樣從該名稱中刪除。
(5) 根據第(4)款所述的特許證作出的公司名稱更改，只可藉特別決議作出；而第107(2)、(3)、
(4)、(5)及(6)條適用於該項更改，猶如該條適用於根據第107條作出的公司名稱更改一樣。
(6) 為免生疑問，以根據本條批予的特許證所指的名稱註冊的公司—
(a) 享有有限公司的特權；及
(b) 在符合第105(1)條的規定下，負有有限公司的責任。
第 622 章 - 《公司條例》 41
條： 104 特許證的條款及條件 L.N. 163 of 2013 03/03/2014
(1) 處長可在其認為合適的條款及條件的規限下，批予第103條所指的特許證。
(2) 上述條款及條件—
(a) 對有關公司具約束力；及
(b) (如處長指示須將該等條款及條件納入該公司的章程細則內)須納入該章程細則內。
條： 105 特許證的效力 L.N. 163 of 2013 03/03/2014
(1) 第103條所指的特許證所關乎的公司，獲豁免而無需遵守—
(a) 第102條；
(b) 根據第659條訂立的、關乎使用“Limited”一字作為其英文名稱的一部分或使用“有限公
司”字樣作為其中文名稱的一部分的規例；及
(c) (就將關於成員的詳情交付處長而言)第662條。
(2) 在第103條所指的特許證仍然有效期間，除非修改是根據在本條或第104(2)(b)條之下發出的指
示作出，或獲處長事先書面批准，否則有關公司不得修改其章程細則。
(3) 在根據第(2)款給予批准時，處長可更改有關特許證，使該特許證受處長認為合適的條款及條件
所規限，以增補或代替在緊接該項更改前規限該特許證的條款或條件。
(4) 根據第(3)款施加的條款及條件—
(a) 對有關公司具約束力；及
(b) (如處長指示須將該等條款及條件納入該公司的章程細則內)須納入該章程細則內。
條： 106 特許證的撤銷 L.N. 163 of 2013 03/03/2014
(1) 處長如信納—
(a) 有關公司沒有遵守規限根據第103條批予的特許證的任何條款或條件；或
(b) 第103(1)或(3)條(視屬何情況而定)指明的任何一項或多於一項的規定不再獲符合，
可隨時撤銷該特許證。
(2) 在撤銷特許證之前，處長須—
(a) 將處長撤銷該特許證的意向，以書面通知有關公司；及
(b) 給予該公司陳詞的機會。
(3) 處長如撤銷特許證，須向有關公司發出關於撤銷的書面通知。
(4) 特許證一經撤銷，有關公司即不再有權獲第105(1)條所述的豁免。
(5) 有關公司須在撤銷通知所指明的限期內，藉特別決議，對其名稱作出以下更改—
(a) (如該公司只有英文名稱)加入“Limited”作為該名稱的最後一個字；
(b) (如該公司只有中文名稱)加入“有限公司”作為該名稱的最後4個字；及
(c) (如該公司兼有中文名稱及英文名稱)—
(i) 加入“Limited”作為該英文名稱的最後一個字；及
(ii) 加入“有限公司”作為該中文名稱的最後4個字。
(6) 第107(2)、(3)、(4)、(5)及(6)條適用於根據第(5)款作出的公司名稱更改，猶如該條適用於根
據第107條作出的公司名稱更改一樣。
(7) 如有關公司沒有遵守第(5)款，處長須在公司登記冊內—
(a) (如該公司只有英文名稱)加入“Limited”作為該名稱的最後一個字；
(b) (如該公司只有中文名稱)加入“有限公司”作為該名稱的最後4個字；及
第 622 章 - 《公司條例》 42
(c) (如該公司兼有中文名稱及英文名稱)—
(i) 加入“Limited”作為該英文名稱的最後一個字；及
(ii) 加入“有限公司”作為該中文名稱的最後4個字。
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條： 107 公司可藉特別決議更改名稱 L.N. 163 of 2013 03/03/2014
(1) 公司可藉特別決議更改公司名稱。
(2) 公司須在有關特別決議通過的日期後的15日內，將符合指明格式的更改公司名稱通知交付處長
登記。
(3) 在收到第(2)款所指的通知後，除非有關新名稱根據第100條不得註冊為有關公司的名稱，否則
處長須—
(a) 將新名稱記入公司登記冊，以取代前有名稱；及
(b) 向該公司發出更改名稱證明書。
(4) 名稱的更改，在有關更改名稱證明書發出的日期生效。
(5) 根據本條作出的名稱更改，不影響有關公司的任何權利或義務，亦不會使由該公司所提起或針
對該公司而提起的法律程序欠妥。本來可由該公司以其前有名稱展開或繼續的法律程序，均可
由該公司以其新名稱展開或繼續，而可用該公司的前有名稱針對該公司展開或繼續的法律程
序，均可用該公司的新名稱針對該公司展開或繼續。
(6) 如公司違反第(2)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$300。
條： 108 處長可指示公司更改相同或類似的名稱等 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，處長可藉書面通知，指示公司在該通知所指明的限期內，更改該公司根據本條
例或《前身條例》註冊的名稱—
(a) 該名稱在註冊時，與出現於或應出現於根據《前身條例》第22C條備存的名稱索引或《公司
名稱索引》內的另一名稱相同，或處長認為該名稱在註冊時，與該另一名稱太過相似；
(b) 該名稱在註冊時，與根據某條例成立為法人團體或設立的法人團體的名稱相同，或處長認
為該名稱在註冊時，與該法人團體的名稱太過相似；
(c) 處長覺得有人曾為了該公司以該名稱註冊而提供具誤導性的資料；
(d) 處長覺得為了該公司以該名稱註冊而作出的任何承諾或擔保未獲履行；或
(e) 該名稱在註冊時，屬因第100(2)(a)或(b)條該公司不得以之註冊的名稱。
(2) 在公司根據本條例或任何《舊有公司條例》以某名稱註冊後，如—
(a) 法院作出命令，禁制該公司使用該名稱或該名稱任何部分；及
(b) 該命令所惠及的人將該命令的正式文本及符合指明格式的通知，交付處長登記，
則處長可藉書面通知，指示該公司在該通知所指明的限期內，更改該名稱。
(3) 指示只可在以下時間內發出—
(a) (如屬第(1)(a)或(b)款的情況)以有關名稱註冊的日期後的12個月；
(b) (如屬第(1)(c)或(d)款的情況)以該名稱註冊的日期後的5年；及
(c) (如屬第(1)(e)款的情況)以該名稱註冊的日期後的3個月。
第 622 章 - 《公司條例》 43
(4) 處長可在根據第(1)或(2)款發出的通知所指明的限期結束前，藉書面通知，延長該限期。
(5) 如公司沒有在有關通知所指明的限期內遵從指示，亦沒有在根據第(4)款延長的限期內遵從指
示，該公司及其每名責任人均屬犯罪，可各處第6級罰款，如有關罪行是持續的罪行，則可就該
罪行持續期間的每一日，另各處罰款$2000。
條： 109 處長可指示公司更改具誤導性或令人反感的名稱等 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，處長可藉書面通知，指示公司更改其根據本條例或任何《舊有公司條例》註冊
的名稱—
(a) 處長認為該名稱在顯示該公司活動性質方面的誤導性，達到相當可能會對公眾造成損害的
程度；或
(b) 該名稱在註冊時，屬因第100(1)(c)或(d)條該公司不得以之註冊的名稱。
(2) 有關公司須在有關指示的日期後的6個星期內，或( 如有關限期根據第(4)款延長)在經延長的限
期內，遵從該指示。
(3) 公司可在指示的日期後的3個星期內，針對該指示向行政上訴委員會提出上訴。
(4) 處長可在有關指示的日期後的6個星期的限期結束前，藉書面通知，延長該限期。
(5) 如公司違反第(2)款，該公司及其每名責任人均屬犯罪，可各處第6級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$2000。
條： 110 處長可在公司沒有遵從指示時更改公司名稱 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 處長根據第108(1)或(2)或109(1)條指示某公司更改名稱，或在2010年12月10日或之後，根
據《前身條例》第22或22A條指示某公司更改名稱；及
(b) 該公司—
(i) (如屬第108(1)或(2)條所指的指示)沒有在有關通知所指明的限期內，亦(如該限期根
據第108(4)條延長)沒有在經延長的限期內，遵從該指示；
(ii) (如屬第109(1)條所指的指示)沒有在第109(2)條所指明的有關限期內，遵從該指
示；
(iii) (如屬《前身條例》第22(2)、(3A)、(3B)或(4)條所指的指示)沒有在處長所指明
的限期內，亦(如該限期根據該條例第22(5)條延長)沒有在經延長的限期內，遵從該指
示；或
(iv) (如屬《前身條例》第22A(1)或(1A)條所指的指示)沒有在該條例第22A(2)條所指
明的限期內，亦(如法院就該指示根據該條例第22A(3)條指明限期)沒有在法院所指明
的限期內，遵從該指示。
(2) 在不局限第108(5)或109(5)條或《前身條例》第22(6)或22A(4)條(視屬何情況而定)的原則下—
(a) 如有關名稱是英文名稱，處長可將該名稱更改為符合以下說明的名稱：該名稱包含
“Company Registration Number”的字樣，及在該字樣後加上在該公司的公司註冊證明書
述明的註冊編號；
(b) 如有關名稱是中文名稱，處長可將該名稱更改為符合以下說明的名稱：該名稱包含“公司
註冊編號”的字樣，及在該字樣後加上在該公司的公司註冊證明書述明的註冊編號；或
(c) 如有關名稱包含一個英文名稱及一個中文名稱，處長可將該等名稱更改為符合以下說明的
名稱—
(i) 一個新的英文名稱， 該新名稱包含“Company Registration Number”的字樣，及在
該字樣後加上在該公司的公司註冊證明書述明的註冊編號；及
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(ii) 一個新的中文名稱，該新名稱包含“公司註冊編號”的字樣，及在該字樣後加上
在該公司的公司註冊證明書述明的註冊編號。
(3) 處長須將新名稱記入公司登記冊，以取代前有名稱。
(4) 名稱的更改，在新名稱記入公司登記冊的日期生效。
(5) 在新名稱記入公司登記冊的日期後的30日內，處長須—
(a) 以書面通知有關公司—
(i) 該公司的名稱已更改的事實；
(ii) 新名稱；及
(iii) 該項更改根據第(4)款生效的日期；及
(b) 藉在憲報刊登公告，公布該事實、該新名稱及該日期。
(6) 根據本條作出的名稱更改，不影響有關公司的任何權利或義務，亦不會使由該公司所提起或針
對該公司而提起的法律程序欠妥。本來可由該公司以其前有名稱展開或繼續的法律程序，均可
由該公司以其新名稱展開或繼續，而可用該公司的前有名稱針對該公司展開或繼續的法律程
序，均可用該公司的新名稱針對該公司展開或繼續。
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補充條文 L.N. 163 of 2013 03/03/2014
條： 111 斷定某名稱是否與另一名稱相同或類似 L.N. 163 of 2013 03/03/2014
(1) 本條適用於—
(a) 為施行第100(1)(a)或(b)或(2)(c)或108(1)(a)或(b)條而斷定某名稱是否與另一名稱相
同；或
(b) 為施行第108(1)(a)或(b)條而斷定某名稱是否與另一名稱太過相似。
(2) 如名稱的第一個字是定冠詞，該定冠詞須不予理會。
(3) 如第(4)款指明的任何字、詞或字樣(或任何該字、詞或字樣的縮寫)出現在有關名稱的末端，該
字、詞、字樣或縮寫須不予理會。
(4) 上述字、詞或字樣為—
(a) “company”；
(b) “and company”；
(c) “company limited”；
(d) “and company limited”；
(e) “limited”；
(f) “unlimited”；
(g) “public limited company”；
(h) “公司”；
(i) “有限公司”；
(j) “無限公司”；
(k) “公眾有限公司”。
(5) 以下各項須不予理會—
(a) 字母的字體或字母的大楷或小楷；
(b) 字母之間的空位；
(c) 重音符號；
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(d) 標點符號。
(6) 以下詞句須視為相同—
(a) “and”及“&”；
(b) “Hong Kong”、“Hongkong”及“HK”；
(c) “Far East”及“FE”。
(7) 如處長在顧及某2個不同的中文字在香港的使用情況後，信納該2個中文字按理可相互交替使
用，則該2個中文字須視為相同。
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成員資格 L.N. 163 of 2013 03/03/2014
條： 112 公司成員 L.N. 163 of 2013 03/03/2014
(1) 公司的創辦成員須視為已同意成為該公司的成員。
(2) 在公司註冊時，該公司的創辦成員須作為成員，記入該公司的成員登記冊。
(3) 如任何其他同意成為公司成員的人的姓名或名稱，已作為成員記入該公司的成員登記冊，該人
即為該公司的成員。
條： 113 控權公司的成員 L.N. 163 of 2013 03/03/2014
(1) 除本條另有規定外—
(a) 如某法人團體是某公司的附屬公司，該法人團體不得是該公司的成員；及
(b) 如將公司的股份配發或轉讓予屬該公司的附屬公司的法人團體，該項配發或轉讓屬無效。
(2) 如有以下情況，第(1)款不適用—
(a) 有關法人團體是以遺產代理人身分作為有關公司的成員；或
(b) 該法人團體是以受託人身分作為該公司的成員，而有關控權公司或其任何附屬公司並無根
據有關信託享有實益權益。
(3) 就第(2)(b)款而言，如某公司或附屬公司僅為了在通常業務運作(包括貸款)中達成某項交易，
而以保證方式根據有關信託享有權益，則該公司或附屬公司並無根據該信託享有實益權益。
(4) 凡在1984年8月31日時，法人團體已是其控權公司成員，第(1)款並不阻止該法人團體繼續作為
該成員。
(5) 凡公司在成為另一間公司的附屬公司當日，已是該另一間公司的成員，第(1)款並不阻止該公司
繼續作為該成員。
(6) 第(1)款並不阻止法人團體憑藉—
(a) 行使附於該法人團體在1984年8月31日持有的該法人團體的控權公司的任何股份的任何轉換
權利；或
(b) 行使該法人團體在1984年8月31日持有的該控權公司的任何債權證的任何轉換權利，
而成為該控權公司的成員，或獲配發該控權公司的股份。
(7) 如某法人團體是其控權公司的成員，第(1)款並不阻止該法人團體接受或持有更多該控權公司的
股份，但該等股份須屬該控權公司因將儲備或利潤資本化，而作為全部繳足股款的股份向該法
人團體配發。
(8) 如公司向其成員作出股份要約，該公司可—
(a) 代表其任何附屬公司，出售如非有本條便本可由該附屬公司憑藉其已持有的該公司股份而
取得的上述要約股份；及
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(b) 向該附屬公司支付售賣收益。
(9) 即使某法人團體是其控權公司的成員，該法人團體無權在以下會議上表決—
(a) 該控權公司的會議；或
(b) 該控權公司的任何類別成員的會議。
(10)如有關法人團體是在第(2)款描述的情況下屬有關控權公司的成員，則第(9)款不適用。
(11)在本條中，提述法人團體，包括該法人團體的代名人。
(12)在本條中，就屬擔保有限公司或無限公司的控權公司而言，提述股份，包括該公司成員的權
益，不論該權益的形式為何，亦不論該公司是否有股本。
條： 114 將擔保有限公司的成員人數增加通知處長 L.N. 163 of 2013 03/03/2014
(1) 擔保有限公司如將其成員人數增加至超越註冊人數，則須在該公司議決增加成員人數或成員人
數增加後的15日內(兩個日期中以較早者為準)，將關於成員人數增加的通知交付處長登記，該
通知須符合指明格式。
(2) 如公司違反第(1)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$300。
(3) 在本條中—
註冊人數 (registered number) 指— (a) 有關公司建議註冊的成員人數，不論是為附表2第1(e)條的目的而載於有關法團成立表格內
的人數，或是根據《前身條例》第10(2)條在有關章程細則內述明的人數；或
(b) 處長根據第(1)款最後獲通知的該公司經增加的成員人數。
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公司的身分及權力 L.N. 163 of 2013 03/03/2014
條： 115 公司的身分等 L.N. 163 of 2013 03/03/2014
(1) 公司具有成年自然人的身分、權利、權力及特權。
(2) 在不局限第(1)款的原則下，公司—
(a) 可作出其章程細則、任何條例或法律規則准許該公司作出或規定該公司作出的任何作為；
及
(b) 有權取得、持有及處置土地。
(3) 在本條中—
土地 (land) 包括任何性質或種類的土地、建築物、宅院及物業單位的產業權或權益。
條： 116 公司行使權力受章程細則限制 L.N. 163 of 2013 03/03/2014
(1) 如公司的章程細則述明其宗旨，該公司不得作出該章程細則沒有授權作出的任何作為。
(2) 如公司的章程細則明確地將其任何權力變通或排除，該公司不得在違反該項變通或排除的情況
下，行使該權力。
(3) 公司成員可提起法律程序，禁止該公司在違反第(1)或(2)款的情況下作出任何作為。
(4) 如有關公司的任何以前的作為，產生某項法律義務，則任何人不得就將會為履行該項義務而作
出的作為，根據第(3)款提起法律程序。
(5) 公司的作為(包括向該公司或由該公司作出的財產轉讓)不會僅因該公司是在違反第(1)或(2)款
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的情況下作出該作為，而屬無效。
條： 117 即使章程細則等有限制交易或作為仍對公司具約束力 L.N. 163 of 2013 03/03/2014
(1) 除第119條另有規定外，為惠及真誠地與公司交易的人，如該公司的董事有權使該公司受約束，
或有權授權其他人使該公司受約束，該權力須視為不受該公司的任何有關文件下的任何限制所
規限。
(2) 就第(1)款而言—
(a) 如某人屬某項交易或任何其他作為的其中一方，而某公司亦屬該項交易或作為的其中一
方，則該人即屬與該公司交易；
(b) 除非相反證明成立，否則與公司交易的人須推定為真誠地行事；
(c) 與公司交易的人，不會僅因該人知道有關董事作出有關作為屬超越該等董事在該公司的任
何有關文件下的權力，而被視為不真誠地行事；及
(d) 與公司交易的人，無須查究對該公司董事使該公司受約束的權力的限制，或對授權其他人
使該公司受約束的權力的限制。
(3) 凡有關公司的成員有權利提起法律程序，以禁制有關董事作出超越其權力範圍的作為，本條並
不影響該權利。
(4) 如有關公司的任何以前的作為，產生某項法律義務，則任何人不得就將會為履行該項義務而作
出的作為，根據第(3)款提起法律程序。
(5) 有關董事或任何其他人因該等董事越權行事而招致的任何法律責任，不受本條影響。
(6) 在本條中—
有關文件 (relevant document) 就公司而言，指— (a) 該公司的章程細則；
(b) 該公司的任何決議，或該公司的任何成員類別的任何決議；或
(c) 該公司成員之間的協議，或該公司的任何成員類別的成員之間的協議。
條： 118 涉及董事或董事的有聯繫者的交易或作為屬可致使無效 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 公司訂立某項交易；而
(b) 該項交易因為以下原因而對該公司具約束力：根據第117條，有關董事使該公司受約束的權
力，或授權其他人使該公司受約束的權力，須視為不受該公司的任何有關文件下的任何限
制所規限。
(2) 如有關交易的各方包括—
(a) 有關公司的董事，或該公司的控權公司的董事；或
(b) 與該董事有關連的實體，
則該項交易可由該公司提出要求而致使無效。
(3) 如—
(a) 復還屬有關交易的標的物的款項或其他資產，已不再可能；
(b) 該公司就該項交易所導致的任何損失或損害，獲得彌償；
(c) 由並非該項交易其中一方的人，在不實際知悉有關董事越權行事的情況下，真誠地付出價
值而取得的權利，會因該項交易被致使無效而受影響；或
(d) 該項交易獲該公司確認，
則該項交易不再屬可致使無效。
(4) 不論有關交易是否根據第(2)款被致使無效，屬第(2)(a)或(b)款所指的交易的任何一方，以及
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授權該項交易的有關公司的董事，均負有法律責任—
(a) 就該一方或董事藉該項交易而直接或間接獲得的收益，向該公司作出交代；及
(b) 就該項交易所導致的任何損失或損害，向該公司作出彌償。
(5) 如並非有關公司的董事的人證明在訂立有關交易時，該人並不知悉有關董事越權行事，則該人
無須根據第(4)款負法律責任。
(6) 除第(7)款另有規定外，本條不影響並非屬第(2)(a)或(b)款所指的交易的任何一方的權利。
(7) 原訟法庭可應有關公司或第(6)款所涵蓋的任何一方提出的申請，並按它認為公正的任何條款，
確認或分割有關交易，或將該項交易作廢。
(8) 凡有關交易可憑藉任何其他條例或法律規則而被質疑，或由有關公司所負有的法律責任可憑藉
任何其他條例或法律規則而產生，則本條並不排除該條例或法律規則的實施。
(9) 在第(2)(b)款中，提述與董事有關連的實體，具有第486條所給予的涵義。
(10)在本條中—
交易 (transaction)包括任何作為。
條： 119 第117條不適用於某些情況 L.N. 163 of 2013 03/03/2014
(1) 第117條不適用於獲豁免公司的任何作為，但如該作為是惠及符合以下說明的人，則屬例外—
(a) 在該作為作出時，並不知悉有關公司屬獲豁免公司；或
(b) 為該作為給予十足代價，且並不知悉—
(i) 該作為並非該公司的任何有關文件所准許的；或
(ii) 該作為是超越該等董事的權力的。
(2) 如獲豁免公司宣稱轉讓任何財產權益或授予任何財產權益—
(a) 該作為並非該公司的任何有關文件所准許的此一事實；或
(b) 有關董事在符合以下說明的情況下行事此一事實：超越該公司的任何有關文件下對該等董
事的權力的任何限制，
並不影響符合以下說明的人的所有權：後來以十足代價取得該財產或該財產的任何權益，且並
不實際知悉(a)或(b)段所列的任何情況。
(3) 在第(1)或(2)款所引起的任何民事法律程序中，提出以下事實的人，負有證明有關事實的舉證
責任—
(a) 某人知悉有關公司屬獲豁免公司；
(b) 某人知悉該作為並非該公司的任何有關文件所准許的；或
(c) 某人知悉該作為是超越該等董事的權力的。
(4) 在本條中—
有關文件 (relevant document)就公司而言，指— (a) 該公司的章程細則；
(b) 該公司的任何決議，或該公司的任何成員類別的任何決議；或
(c) 該公司成員之間的協議，或該公司的任何成員類別的成員之間的協議；
獲豁免公司 (exempted company)指符合以下說明的公司— (a) 屬第103條所指的特許證所關乎的公司；及
(b) 根據《稅務條例》(第112章)第88條獲豁免繳稅。
條： 120 對章程細則等中披露的事宜並無法律構定的知悉 L.N. 163 of 2013 03/03/2014
任何人不得僅因任何事宜是於以下文件中披露，而被視為知悉該事項—
(a) 處長備存的公司章程細則；或
第 622 章 - 《公司條例》 49
(b) 處長備存的申報表或決議。
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公司合約 L.N. 163 of 2013 03/03/2014
條： 121 由公司訂立或代表公司訂立的合約 L.N. 163 of 2013 03/03/2014
(1) 本條適用於符合以下說明的合約—
(a) 如在自然人之間訂立，則法律規定須以書面形式訂立並須蓋上印章者；
(b) 如在自然人之間訂立，則法律規定須以書面形式訂立並由合約各方簽署者；或
(c) 雖以口頭方式(而並非以書面形式)訂立，但如合約是在自然人之間訂立，則會在法律上屬
有效者。
(2) 公司可藉以下方式，訂立第(1)(a)款指明的合約—
(a) 以書面形式訂立，並蓋上該公司的法團印章(如有的話)；或
(b) 以書面形式訂立和按照第127(3)條簽立，並在合約中說明(不論措詞如何)是由該公司簽
立。
(3) 第(1)(b)款指明的合約，可藉書面形式代表公司訂立，並由任何獲該公司授權(不論明訂或默
示)行事的人簽署。
(4) 第(1)(c)款指明的合約，可由任何獲公司授權(不論明訂或默示)行事的人以口頭方式代表該公
司訂立。
(5) 按照本條訂立的合約—
(a) 在法律上有效；及
(b) 對有關公司及其繼承者以及該合約的所有其他各方均具約束力。
(6) 按照本條訂立的合約，可按本條批准訂立該合約的相同方式，予以更改或解除。
條： 122 公司成立為法團前訂立的合約 L.N. 163 of 2013 03/03/2014
(1) 如合約看來是在公司成立為法團前，以該公司的名義訂立或代表該公司訂立的，則本條適用。
(2) 除任何明訂協議有相反規定外—
(a) 有關合約一如由本意是代表有關公司或作為該公司代理人的人訂立的合約般，具有效力；
及
(b) 該人為該合約承擔個人法律責任，並有權強制執行該合約。
(3) 有關公司可在成立為法團後，追認有關合約，可追認範圍猶如有以下情況一樣—
(a) 該公司在該合約訂立時，已成立為法團；及
(b) 該合約是由未獲該公司授權的代理人代表該公司訂立。
(4) 儘管第(2)(b)款另有規定，如有關合約獲有關公司追認，則在該項追認之時及之後，該款所述
的人所承擔的法律責任，並不大於假若該人是在該公司成立為法團後，未獲該公司授權而以代
理人身分代表該公司訂立該合約便須承擔的法律責任。
條： 123 匯票及承付票 L.N. 163 of 2013 03/03/2014
匯票或承付票如由任何獲公司授權行事的人以該公司名義或代表公司或因為該公司而開立、承兌或
背書，須視為由該人代表該公司開立、承兌或背書。
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公司印章 L.N. 163 of 2013 03/03/2014
條： 124 公司可備有法團印章等 L.N. 163 of 2013 03/03/2014
(1) 公司可備有法團印章。
(2) 公司的法團印章須屬一個金屬印章，印章上以可閱字樣刻有該公司名稱。
(3) 如第(2)款遭違反，公司及其每名責任人均屬犯罪，可各處第3級罰款。
(4) 如公司的高級人員或代表公司的人，使用或授權他人使用任何看來是該公司的法團印章的印
章，而該印章違反第(2)款的規定，該高級人員或代表公司的人即屬犯罪，可處第3級罰款。
條： 125 供在外地使用的正式印章 L.N. 163 of 2013 03/03/2014
(1) 備有法團印章的公司，可備有一個正式印章，以供在香港以外的地方使用。
(2) 上述正式印章須屬有關公司的法團印章的複製本，但該正式印章須以可閱字樣刻有該印章將被
使用所在的每個地方的名稱。
(3) 備有正式印章供在某地方使用的公司，可藉蓋上其法團印章的書面文件，授權任何為此而獲委
派的人，在該地方於該公司屬其中一方的契據或任何其他文件上，蓋上該正式印章。
(4) 凡某人與公司的簽立代理人交易，在該公司與該人之間而言，該代理人的權限—
(a) (如有關授權述明一段期間，並述明該授權在該期間內持續)在該期間完結前；或
(b) (如該授權並無述明該期間)在該人接獲撤銷或終止該代理人的權限的通知前，
持續有效。
(5) 蓋上正式印章的人，須在蓋有該印章的契據或其他文件上，書面核證如此蓋章的日期及地點。
(6) 蓋上正式印章的契據或其他文件，對有關公司具約束力，猶如該契據或文件已藉蓋上該公司的
法團印章而簽立一樣。
(7) 在本條中—
簽立代理人 (executing agent)就公司而言，指根據第(3)款獲該公司授權的人。
條： 126 供在股份證明書等上蓋印的正式印章 L.N. 163 of 2013 03/03/2014
(1) 備有法團印章的公司，可備有正式印章—
(a) 供在該公司發行的證券上蓋印；或
(b) 供在設定或證明該公司發行的證券的文件上蓋印。
(2) 上述正式印章須屬有關公司的法團印章的複製本，但該正式印章須以可閱字樣刻有
“securities”一字或“證券”字樣，或同時刻有該字及該等字樣。
(3) 公司如在1984年8月31日前成立為法團，並且備有上述正式印章，可使用該印章在第(1)款所述
的證券或文件上蓋印，而不論—
(a) 在組成或規管該公司的文書中有任何規定；或
(b) 在該日期前訂立的、關乎蓋上該印章的證券或文件的文書中有任何規定。
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簽立規定 L.N. 163 of 2013 03/03/2014
條： 127 公司簽立文件 L.N. 163 of 2013 03/03/2014
(1) 公司可藉蓋上其法團印章，簽立文件。
(2) 公司如藉蓋上其法團印章簽立文件，該印章須按照其章程細則的條文蓋上。
(3) 公司亦可藉以下方式，簽立文件—
(a) (如屬只有一名董事的公司) 由該董事代表該公司簽署該文件；或
(b) (如屬有2名或多於2名董事的公司) 由以下人士代表該公司簽署該文件—
(i) 該2名董事或任何2名該等董事；或
(ii) 該公司的任何董事及該公司的公司秘書。
(4) 就第(3)款而言，如某人代表2間或多於2間公司簽署文件，該人須分別以每個身分簽署該文件。
(5) 按照第(3)款簽署的、在其中說明(不論措詞如何)是由有關公司簽立的文件具有效力，猶如該文
件已藉蓋上該公司的法團印章而簽立一樣。
(6) 為惠及第(7)款指明的人，文件如看來已按照第(3)款簽署，該文件須視為已由某公司簽立。
(7) 有關人士屬付出有價值代價的真誠購買人，並包括—
(a) 承租人；
(b) 承按人；或
(c) 任何其他以有價值代價取得有關財產的人。
(8) 本條亦適用於符合以下說明的文件：由某公司以另一人的名義或代表另一人簽立的，或看來是
由某公司以另一人的名義或代表另一人簽立的，不論該另一人是否亦是公司。
條： 128 公司簽立契據 L.N. 163 of 2013 03/03/2014
(1) 公司可藉以下方式，簽立文件作為契據—
(a) 按照第127條簽立該文件；
(b) 在該文件中說明(不論措詞如何)該文件將由有關公司作為契據而簽立；及
(c) 將該文件作為契據而交付。
(2) 就第(1)(c)款而言，除非相反證明成立，否則某文件一經按照第127條簽立，須推定為作為契據
而交付。
(3) 如本條與任何其他條例的條文有衝突或有抵觸之處，則在該等衝突或抵觸的範圍內，以本條為
準。
條： 129 公司受權人簽立契據或其他文件 L.N. 163 of 2013 03/03/2014
(1) 公司可藉作為契據簽立的文書，一般地或就任何特定事宜，賦權任何人作為其受權人，以在香
港或其他地方代表該公司簽立契據或任何其他文件。
(2) 由某受權人代表有關公司簽立的契據或任何其他文件，具有效力並對該公司具約束力，猶如該
契據或文件是由該公司簽立一樣。
(3) 任何其他條例就簽立授權書的實施，不受本條影響。
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無限公司重新註冊為股份有限公司 L.N. 163 of 2013 03/03/2014
條： 130 無限公司可申請重新註冊為股份有限公司 L.N. 163 of 2013 03/03/2014
(1) 在1984年8月31日或之後註冊為無限公司的公司如—
(a) 通過第(2)款指明的特別決議；並
(b) 按照第131條將申請書交付處長登記，
則可將該公司重新註冊為股份有限公司。
(2) 上述特別決議—
(a) 須議決有關公司將重新註冊為股份有限公司；
(b) 須述明在重新註冊時，成員的法律責任將以何種方式加以限制；
(c) 須訂定對該公司的章程細則作出的任何符合以下說明的修改：該等修改屬必要，以使該章
程細則符合本條例對將根據本條例組成為股份有限公司的公司的章程細則的規定；
(d) 須載有第(3)款指明的陳述；及
(e) 可述明該公司可發行的股份的最高數目。
(3) 上述陳述須—
(a) 述明有關公司在重新註冊前已發行的股份總數，及該公司建議在重新註冊時發行的股份總
數；
(b) 述明在該公司重新註冊前其成員已認購的股本總額，及其成員將在該公司重新註冊時認購
的股本總額；
(c) 述明將按或視為已按該公司在重新註冊前已發行的股份的總數而繳付的款額，及尚未按或
視為尚未按該等股份的總數繳付的款額，以及將按或視為已按該公司建議在重新註冊時發
行的股份的總數而繳付的款額，及尚未按或視為尚未按該等股份的總數繳付的款額；
(d) 如該等股本在重新註冊時，將分為不同類別的股份，亦述明該等類別，及就每個類別而
言，述明—
(i) 第(5)款指明的詳情；
(ii) 該公司在重新註冊前已發行的該類別的股份總數，及該公司建議在重新註冊時發
行的該類別的股份總數；
(iii) 在該公司重新註冊前其成員已認講的該類別的股本總額，及其成員將在該公司重
新註冊時認購的該類別的股本總額；及
(iv) 將按或視為已按該公司在重新註冊前已發行的該類別的股份的總數而繳付的款
額，及尚未按或視為尚未按該等股份的總數繳付的款額，以及將按或視為已按該公司
建議在重新註冊時發行的該類別的股份的總數而繳付的款額，及尚未按或視為尚未按
該等股份的總數繳付的款額；及
(e) 就每名成員而言，述明—
(i) 有關公司在重新註冊前已向該成員發行的股份數目，及該公司建議在重新註冊時向該
成員發行的股份數目；及
(ii) 在該公司重新註冊前該成員已認購的股本總額，及該成員將在該公司重新註冊時
認購的股本總額。
(4) 如建議在重新註冊時向某成員發行的股份，屬於2個或多於2個類別，第(3)(e)款規定的資料須
就每個類別而述明。
(5) 就第(3)(d)款而言，有關詳情為—
(a) 有關類別股份所附帶的表決權的詳情，包括只在某些情況下產生的權利；
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(b) 該類別股份所附帶的、在分派股息時參與該項分派的權利的詳情；
(c) 該類別股份所附帶的、在分派股本時(包括在進行清盤時)參與該項分派的權利的詳情；及
(d) 該類別股份是否屬可贖回股份。
條： 131 重新註冊的申請 L.N. 163 of 2013 03/03/2014
(1) 第130(1)條所指的申請須—
(a) 符合指明格式；及
(b) 隨附有關特別決議建議修改的該公司章程細則的文本。
(2) 上述申請只可在處長已收取根據第622條交付處長的特別決議的文本的當日或之後交付處長。
條： 132 新公司註冊證明書的發出 L.N. 163 of 2013 03/03/2014
(1) 在註冊根據第131(1)條交付的申請及章程細則的文本時，處長須發出新的公司註冊證明書，核
證該公司屬股份有限公司。
(2) 上述證明書須由處長簽署。
(3) 上述證明書一經發出—
(a) 有關公司即成為股份有限公司；及
(b) 儘管本條例另有規定，根據第130(2)(c)條就重新註冊而通過的特別決議所訂的、對該公司
的章程細則作出的修改，仍即告生效。
(4) 根據第(1)款發出的公司註冊證明書屬以下事項的確證—
(a) 本條例中就有關公司重新註冊的所有規定，已獲遵守；及
(b) 該公司已根據本條例獲重新註冊為股份有限公司。
條： 133 重新註冊為股份有限公司的公司的清盤 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，則本條適用—
(a) 公司根據本分部或《前身條例》第19條重新註冊為股份有限公司；而
(b) 該公司清盤。
(2) 儘管有《公司(清盤及雜項條文)條例》(第32章)第170(1)(a)條的規定，如清盤在重新註冊當日
起計的3年內展開，當其時並非有關公司成員但在重新註冊時是成員的人，負有法律責任就該公
司在重新註冊之前訂立合約承擔的債項及債務，作出付款作為該公司的資產。
(3) 儘管有《公司(清盤及雜項條文)條例》(第32章)第170(1)(c)條的規定，如每名在公司重新註冊
時是該公司成員的人，均已不再是該公司成員，則在重新註冊時屬該公司成員或過去成員的
人，負有法律責任就該公司在重新註冊之前訂立合約承擔的債項及債務，作出付款作為該公司
的資產。
(4) 即使有關公司的現有成員，已支付根據《公司(清盤及雜項條文)條例》(第32章)規定該等成員
須分擔支付的款項，第(3)款仍適用。
(5) 儘管有《公司(清盤及雜項條文)條例》(第32章)第170(1)(d)條的規定，某人根據第(2)或(3)款
負有法律責任分擔支付的款額，並無上限。
部： 4 股本 L.N. 163 of 2013 03/03/2014
(*格式變更─2013年第1號編輯修訂紀錄)
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註：
* 第4部的格式已按現行法例樣式更新。
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股份的性質 L.N. 163 of 2013 03/03/2014
條： 134 股份的性質及可轉讓性 L.N. 163 of 2013 03/03/2014
(1) 成員所持的公司股份或在公司中的其他權益，屬非土地財產。
(2) 成員所持的公司股份或在公司中的其他權益，均可按照該公司的章程細則轉讓。
條： 135 股份沒有面值 L.N. 163 of 2013 03/03/2014
(1) 公司的股份沒有面值。
(2) 本條適用於在本條的生效日期*前發行的股份，亦適用於在該日期當日或之後發行的股份。 附註—
附表11第4部第2分部載有關乎廢止面值的過渡性條文。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 136 股份的編號 L.N. 163 of 2013 03/03/2014
(1) 除第(2)或(3)款另有規定外，公司的每一股份，均須以一個適當的號碼作識別。
(2) 如在任何時間—
(a) 公司的所有已發行股份，均屬已繳足股款股份，並就所有目的而言，其位階屬相等；或
(b) 公司某一類別的所有已發行股份，均屬已繳足股款股份，並就所有目的而言，其位階屬相
等，
則該等股份只要保持屬已繳足股款股份，以及就所有目的而言，其位階與當其時所有已發行並
屬已繳足股款的相同類別股份相等，即無需識別號碼。
(3) 如公司發行新股份，而發行條款為該等新股份在一段不超過12個月的期間內，就所有目的而
言，其位階與該公司的所有現有股份相等，或與該公司的所有某一類別的現有股份相等，則該
等新股份及相應的現有股份只要屬已繳足股款股份，並就所有目的而言，其位階屬相等，則兩
者均無需識別號碼。
(4) 如第(3)款適用而有關股份未予編號，在新股份的任何股份證明書上，均須加上適當的文字，或
適當地印明。
條： 137 在沒有相反證據下股份證明書是所有權的證明 L.N. 163 of 2013 03/03/2014
在沒有相反證據的情況下，指明成員所持有的公司股份並由該公司發行的股份證明書，即屬該成員
對該等股份的所有權的證明。
條： 138 廢除發行股額的權力 L.N. 163 of 2013 03/03/2014
公司沒有將其股份轉換為股額的權力。
第 622 章 - 《公司條例》 55
附註—
第174及175條載有關乎將股額再轉換為股份的條文。
條： 139 廢除發行股份權證的權力 L.N. 163 of 2013 03/03/2014
(1) 公司沒有發行股份權證的權力。
(2) 在本條的生效日期*前發行的股份權證的持有人，有權在交出該證註銷時，將其姓名或名稱記入
公司的成員登記冊內。
(3) 如公司在有關股份權證沒有交出及註銷的情況下，將其持有人的姓名或名稱記入該公司的成員
登記冊內，則該公司須對因該姓名或名稱如此記入該登記冊內而導致任何人蒙受的損失，負上
法律責任。
(4) 公司須在其成員登記冊內，記入股份權證的交出日期。
(5) 如公司的章程細則有所訂定，則股份權證的持有人在十足程度上或就該章程細則所指明的任何
目的而言，可視為該公司的成員。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
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股份的配發及發行 L.N. 163 of 2013 03/03/2014
條： 140 董事行使權力配發股份或授予權利 L.N. 163 of 2013 03/03/2014
(1) 除按照第141條的規定外，公司董事不得行使任何以下權力—
(a) 配發公司股份的權力；或
(b) 授予認購公司股份的權利的權力，或授予將任何證券轉換為公司股份的權利的權力。
(2) 第(1)款不適用於—
(a) 在一項按公司成員持股比例而向他們作出的要約之下配發股份或授予權利；
(b) 在按公司成員持股比例而向他們派發紅股時配發股份或授予權利；
(c) 向公司的創辦成員配發該成員藉簽署該公司的章程細則而同意承購的股份；或
(d) 按照一項授予認購股份的權利或一項授予將任何證券轉換為股份的權利進行的股份配發，
前提是該項權利是按照第141條所指的批准而授予的。
(3) 為施行第(2)(a)款，如任何成員的地址所在地的法律不准許作出有關要約，則該要約無需向該
成員作出。
(4) 任何董事明知而違反本條，或授權或准許違反本條，即屬犯罪。
(5) 任何董事犯第(4)款所訂罪行，可處第5級罰款及監禁6個月。
(6) 本條或第141條不影響配發或其他交易的有效性。
條： 141 經公司批准的股份配發或權利授予 L.N. 163 of 2013 03/03/2014
(1) 如公司藉其決議事先給予批准，則該公司的董事可行使以下權力—
(a) 配發公司股份的權力；或
(b) 授予認購公司股份的權利的權力，或授予將任何證券轉換為公司股份的權利的權力。
(2) 公司可對上述權力的行使給予一次性的批准或給予一般性的批准，批准可不附帶條件，亦可受
條件規限。
第 622 章 - 《公司條例》 56
(3) 在第(4)及(5)款的規限下—
(a) 如公司須舉行周年成員大會，在以下兩項情況中較早出現者出現時，上述批准即告期滿失
效—
(i) 緊接給予該批准後舉行的周年成員大會結束；
(ii) 於給予該批准後按規定須舉行下一次周年成員大會的限期屆滿；
(b) 如公司因第612(1)條而無須舉行周年成員大會，上述批准在該條的規定獲符合的日期期滿
失效；或
(c) 如公司因任何其他理由而無須舉行周年成員大會，上述批准在該批准所指明的日期(該日期
不得超逾給予批准後的12個月)期滿失效。
(4) 公司可隨時藉其決議，撤銷或更改有關批准。
(5) 如符合以下兩項條件，董事可在批准期滿失效後，配發股份或授予權利—
(a) 該項配發或授予，是根據一項由有關公司在該項批准期滿失效前作出或批出的要約、協議
或選擇權而進行的；及
(b) 該批准容許公司作出或批出將會或可能具有以下效力的要約、協議或選擇權：規定在該批
准期滿失效後配發股份或授予權利。
條： 142 配發申報書 L.N. 163 of 2013 03/03/2014
(1) 有限公司須在股份配發後的一個月內，將符合第(2)款的配發申報書交付處長登記。
(2) 申報書—
(a) 須符合指明格式；
(b) 須載有一項以配發的日期的狀況為準的股本說明，該項說明須符合第201條；
(c) 須述明—
(i) 所配發的股份的數目；
(ii) 每名獲配發者的姓名或名稱及地址；及
(iii) (如公司的已發行股本因該項配發而增加)增加的款額；
(d) 須就在有代價下(不論全部或部分屬金錢代價或非金錢代價)配發的任何股份—
(i) 述明已為或視作已為每一股份繳付的款額，以及(如有的話)尚未為或視作尚未為每一
股份繳付的款額；
(ii) (如屬全部或部分為非金錢代價而按根據第13部第2分部作出的安排進行的配發)載
有認許該安排的原訟法庭的命令的詳情；及
(iii) (如屬在任何其他情況下全部或部分為非金錢代價而進行的配發) 載有該等股份配
發所關乎的售賣合約的詳情，或為服務或其他代價而訂立的合約的詳情；及
(e) 須就入帳列為已繳足股款(不論有否經過資本化)的所配發股份—
(i) 述明視作已為每一股份繳付的款額；及
(ii) 載有授權進行該項資本化或配發的決議的詳情。
(3) 如有限公司違反第(1)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是
持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
(4) 如有限公司沒有在股份配發後的一個月內，交付符合第(2)款的申報書，原訟法庭可應有關公司
或其責任人的申請，將交付該申報書的限期延長一段由原訟法庭決定的期間。
(5) 原訟法庭須信納以下事項，方可根據第(4)款延長限期—
(a) 有關公司沒有交付有關申報書，屬意外或無心之失；或
(b) 延長限期是公正公平的。
(6) 如原訟法庭延長交付申報書的限期，有關公司或其責任人已就第(3)款所指的罪行招致的法律責
任，即告終絕，而第(1)款在猶如提述一個月是提述該延長的限期的情況下，具有效力。
第 622 章 - 《公司條例》 57
條： 143 配發的登記 L.N. 163 of 2013 03/03/2014
(1) 公司須在切實可行的範圍內，盡快登記股份的配發，而無論如何須在配發日期後的2 個月內作
出登記，登記方式為在其成員登記冊內，記入第627(2)及(3)條所述的資料。
(2) 如公司沒有在股份配發日期後的2個月內，登記該項配發，該公司及其每名責任人均屬犯罪，可
各處第4級罰款，如有關罪行是持續的罪行，則可就該罪行持續期間的每一日，另各處罰款
$700。
條： 144 在配發後發出股份證明書 L.N. 163 of 2013 03/03/2014
(1) 公司須在股份配發後的2 個月內，製成該等股份的股份證明書，以及備妥該等股份證明書以供
交付。
(2) 如股份的發行條件另有規定，則第(1)款不適用。
(3) 如公司違反本條，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是持續的罪
行，則可就該罪行持續期間的每一日，另各處罰款$700。
條： 145 關於交付股份證明書的原訟法庭命令 L.N. 163 of 2013 03/03/2014
(1) 如公司就股份的配發違反第144條，有權獲得該等股份的股份證明書的人，可向該公司送達通
知，要求該公司在10日內，將該等股份證明書交付該人。
(2) 如有第(1)款所指的通知於某日送達公司，而該公司沒有在該日後的10日內交付有關股份證明
書，則有關人士可向原訟法庭申請第(3)款所指的命令。
(3) 原訟法庭可應第(2)款所指的申請，作出一項命令，指示有關公司及其任何高級人員，在該命令
指明的限期內，將有關股份證明書交付有關人士。
(4) 上述命令可規定有關申請的所有訟費及附帶費用，均須由有關公司或對有關違反行為負有責任
的高級人員承擔。
條： 146 原訟法庭使發行或配發有效 L.N. 163 of 2013 03/03/2014
(1) 如公司本意是發行股份或配發股份，而—
(a) 該項發行或配發因任何理由而屬無效，或可能因任何理由而屬無效；或
(b) 該項發行或配發的條款—
(i) 抵觸本條例或任何其他條例，或不獲本條例或任何其他條例批准；或
(ii) 抵觸公司的章程細則，或不獲公司的章程細則批准，
則本條適用。
(2) 有關公司、該公司的債權人或任何有關股份的持有人或承按人，均可向原訟法庭申請一項命
令，使有關發行或配發有效，或確認有關發行或配發的條款。
(3) 原訟法庭如信納作出第(2)款所指的命令是公正公平的，可作出該命令。
(4) 在上述命令的正式文本交付處長時，該命令自本意進行的發行或配發之時起具有效力。
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佣金及費用 L.N. 163 of 2013 03/03/2014
第 622 章 - 《公司條例》 58
條： 147 對佣金、折扣以及津貼的一般禁止 L.N. 163 of 2013 03/03/2014
(1) 除第148條所准許的情況外，公司不得運用其任何股份或股本，用作直接或間接支付予某人的任
何佣金、折扣或津貼，作為代價以交換該人—
(a) 無條件或有條件地認購該公司的股份，或同意如此認購該等股份；或
(b) 促致或同意促致無條件或有條件地認購該公司的股份。
(2) 公司如何運用有關股份或股本，並無關宏旨，無論該等股份或股本是計入該公司所取得的財產
的買款內，或是計入將為該公司執行的工作的合約價內，亦不論該等股份或股本是從名義買款
或合約價中支付，或是以其他方式運用，均屬運用該等股份或股本。
(3) 本條不影響公司支付經紀費。
條： 148 獲准的佣金 L.N. 163 of 2013 03/03/2014
(1) 如第(2)款所述的條件獲符合，公司可支付佣金予某人作為代價，以交換該人—
(a) 無條件或有條件地認購該公司的股份，或同意如此認購該等股份；或
(b) 促致或同意促致無條件或有條件地認購該公司的股份。
(2) 上述條件為—
(a) 有關佣金的支付獲公司的章程細則批准；
(b) 所支付或同意支付的佣金，不超過以下兩個款額中的較小者—
(i) 發行股份價格的10%；
(ii) 章程細則所批准的款額或佣金率；及
(c) (如沒有向公眾人士作出認購有關股份的要約) 公司在支付有關款項前—
(i) 將一份符合指明格式的、披露佣金的款額或佣金率及有關的人為收取佣金而同意無條
件地認購的股份(如有的話)的數目的通知書，交付處長登記；及
(ii) 在由公司發出的邀請認購股份的任何通告或通知內，披露佣金的款額或佣金率及
有關的人為收取佣金而同意無條件地認購的股份(如有的話)的數目。
(3) 向公司售賣任何東西的人、該公司的發起人或其他收取該公司以款項或股份形式作出的付款的
人，均可運用如此收取的款項或股份的任何部分，以支付如由該公司直接支付便會獲本條准許
支付的佣金。
(4) 如公司違反第(2)(c)(i)款提述的條件，該公司及其每名責任人均屬犯罪，可各處第4級罰款。
條： 149 股本可用於沖銷某些費用及佣金 L.N. 163 of 2013 03/03/2014
公司可將其股本用於沖銷—
(a) 其開辦費用；
(b) 根據第148條或《前身條例》第46條支付的任何佣金；或
(c) 發行該公司股份的任何其他開支。
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股份的轉讓及傳轉 L.N. 163 of 2013 03/03/2014
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股份的轉讓 L.N. 163 of 2013 03/03/2014
條： 150 關於轉讓文書的規定 L.N. 163 of 2013 03/03/2014
(1) 除非一份妥善的轉讓文書已交付公司，否則該公司不得登記該公司股份的轉讓。
(2) 如一項獲得股份的權利已藉法律的施行而傳轉予某人，公司將該人登記為成員的權力，不受第
(1)款影響。
條： 151 登記轉讓或拒絕登記 L.N. 163 of 2013 03/03/2014
(1) 公司股份的受讓人或出讓人，均可向該公司提交有關轉讓書。
(2) 在有關轉讓書提交後的2個月內，有關公司須—
(a) 登記有關轉讓；或
(b) 將拒絕登記有關轉讓的通知，送交有關受讓人及出讓人。
(3) 如公司拒絕辦理登記，有關受讓人或出讓人均可要求得到一份述明拒絕理由的陳述書。
(4) 如有人根據第(3)款提出要求，有關公司須在接獲要求後的28日內—
(a) 將一份述明有關理由的陳述書，送交該人；或
(b) 登記有關轉讓。
(5) 如公司違反第(2)或(4)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是
持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
條： 152 原訟法庭就登記作出的命令 L.N. 163 of 2013 03/03/2014
(1) 如公司拒絕登記一項轉讓，有關受讓人或有關出讓人均可根據本條，向原訟法庭申請一項命
令。
(2) 凡有人根據第(1)款提出申請，原訟法庭如信納該申請具備充分理據，可應有關申請而命令有關
公司登記有關轉讓。
條： 153 由遺產代理人作出轉讓 L.N. 163 of 2013 03/03/2014
公司任何已故成員的股份或其他權益，如由該成員的遺產代理人轉讓，則該項轉讓的有效性，與猶
如該遺產代理人在轉讓文書簽立時是該股份或權益的登記持有人一樣。
條： 154 轉讓的證明 L.N. 163 of 2013 03/03/2014
(1) 公司對其股份的轉讓文書作出的證明—
(a) 是由該公司向基於信賴該證明而行事的人作出的一項陳述，其內容為該公司已獲出示文
件，而該等文件證明該等股份的所有權屬於在該轉讓文書內列名的出讓人；及
(b) 並非一項內容為該出讓人對該等股份有所有權的陳述。
(2) 如某人基於對某公司疏忽地作出的虛假證明的信賴而行事，該公司對該人的法律責任，與猶如
該項證明是欺詐地作出該公司便須負上的法律責任一樣。
(3) 就本條而言，如轉讓文書載有—
(a) “certificate lodged”字樣，或具有相同意思的英文或中文文字；及
第 622 章 - 《公司條例》 60
(b) 由具有實際或表面權限代表公司證明轉讓的人，在該等文字下方或旁邊作出的簽署或簡
簽，
則該轉讓文書即屬經該公司證明。
(4) 除非相反證明成立，否則—
(a) 如第(3)(b)款提述的轉讓文書所載的簽署或簡簽，看來是某人的簽署或簡簽，該簽署或簡
簽須視為該人的簽署或簡簽；而
(b) 該簽署或簡簽須視為由該人加於該轉讓文書上，或由具有實際或表面權限為代表有關公司
證明轉讓而使用該簽署或簡簽的另一人，加於該轉讓文書上。
條： 155 在轉讓後發出股份證明書 L.N. 163 of 2013 03/03/2014
(1) 公司須在第(2) 款指明的限期內，製成被轉讓的該公司任何股份的股份證明書，以及備妥該等
股份證明書以供交付。
(2) 就—
(a) 私人公司而言，上述限期是向該公司提交有關轉讓書的日期後的2個月；
(b) 任何其他公司而言，上述限期是向該公司提交有關轉讓書的日期後的10個營業日。
(3) 如—
(a) 有關股份的發行條件另有規定；
(b) 沒有就轉讓繳付印花稅；
(c) 轉讓屬無效；或
(d) 有關公司有權拒絕登記並拒絕登記轉讓，
第(1)款不適用於該轉讓。
(4) 如公司違反本條，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是持續的罪
行，則可就該罪行持續期間的每一日，另各處罰款$700。
(5) 在本條中—
營業日 (business day) 指認可證券市場進行證券交易業務的日子。
條： 156 關於交付股份證明書的原訟法庭命令 L.N. 163 of 2013 03/03/2014
(1) 如公司就股份的轉讓違反第155條，有權獲得該等股份的股份證明書的人，可向該公司送達通
知，要求該公司在10日內，將該等股份證明書交付該人。
(2) 如有第(1)款所指的通知於某日送達公司，而該公司沒有在該日後的10日內交付有關股份證明
書，則有關人士可向原訟法庭申請第(3)款所指的命令。
(3) 原訟法庭可應第(2)款所指的申請，作出一項命令，指示有關公司及其任何高級人員，在該命令
指明的限期內，將有關股份證明書交付有關人士。
(4) 上述命令可規定有關申請的所有訟費及附帶費用，均須由有關公司或對有關違反行為負有責任
的高級人員承擔。
條： 157 關於偽造股份轉讓書的賠償 L.N. 163 of 2013 03/03/2014
(1) 公司—
(a) 在公司股份根據一份偽造轉讓書或偽造授權書而轉讓的情況下，可就該項轉讓造成的損
失，向某人支付賠償；
(b) 可藉保險、資本儲備或累積收入而提供一項基金，以應付賠償申索；
(c) 可為支付賠償，以其財產作保證而借款；及
第 622 章 - 《公司條例》 61
(d) 可對其股份的轉讓，或關於其股份的轉讓的授權書，施加該公司認為必需的任何合理限
制，以防止因偽造文件而造成損失。
(2) 如公司根據本條向某人支付賠償，該公司針對須為有關損失負法律責任的人所具有的權利及補
救，等同於該名已獲賠償的人會具有的權利及補救。
(3) 如因合併或其他原因，公司的股份已成為另一間公司的股份，則該另一間公司根據本條具有的
權力，等同於假使首述公司繼續存在便會具有的權力。
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藉法律的施行而傳轉的股份 L.N. 163 of 2013 03/03/2014
條： 158 登記或拒絕登記 L.N. 163 of 2013 03/03/2014
(1) 如某人藉法律的施行而獲傳轉獲得股份的權利，而該人以書面通知公司，表明該人欲就有關股
份登記為該公司的成員，則本條適用。
(2) 在接獲上述通知後的2個月內，有關公司須—
(a) 將有關的人就有關股份登記為該公司的成員；或
(b) 將拒絕登記的通知，送交該人。
(3) 如公司拒絕辦理登記，有關的人可要求得到一份述明拒絕理由的陳述書。
(4) 如有人根據第(3)款提出要求，有關公司須在接獲要求後的28日內—
(a) 將一份述明有關理由的陳述書，送交該人；或
(b) 將該人就有關股份登記為該公司的成員。
(5) 如公司違反第(2)或(4)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是
持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
條： 159 原訟法庭就登記作出的命令 L.N. 163 of 2013 03/03/2014
(1) 如公司根據第158條拒絕登記，屬有關股份權利的傳轉對象的人可根據本條，向原訟法庭申請一
項命令。
(2) 凡有人根據第(1)款提出申請，原訟法庭如信納該申請具備充分理據，可應有關申請而命令有關
公司將該人就有關股份登記為該公司的成員。
條： 160 關於藉法律傳轉的優先認購權 L.N. 163 of 2013 03/03/2014
(1) 如公司的章程細則向其成員或某類別成員給予權利，使其可在有任何構成股份的權利藉法律的
施行而傳轉的事件發生的情況下，優先認購公司股份或購買公司股份，則本條適用。
(2) 如本條適用，把屬獲得股份的權利的傳轉對象的人登記為公司成員一事，受載於章程細則的優
先認購股份或購買股份的權利所規限，而該項權利可針對該人強制執行。
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條： 161 遺囑認證書批給等的證據 L.N. 163 of 2013 03/03/2014
就股份的轉讓或獲得股份的權利的傳轉而言，如有文件向公司出示，而在法律上，該文件是某死者
的遺囑認證書或某死者的遺產管理書的批給的充分證明，則該公司須接受該文件為該項批給的充分
證據。
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補發已遺失的上市公司股份證明書 L.N. 163 of 2013 03/03/2014
條： 162 釋義 L.N. 163 of 2013 03/03/2014
在本分部中—
合資格人士 (eligible person) 就上市公司的股份而言，指— (a) 該等股份的登記持有人；或
(b) 聲稱有權就該等股份將其姓名或名稱記入公司的成員登記冊內的人；
原有股份證明書 (original certificate) 指已遺失的股份證明書； 真正購買者 (genuine purchaser) 就股份而言，指—
(a) 在不知悉售賣人的所有權欠妥的情況下，真誠地付出價值購買該等股份的人(但屬該等股份
的新股份證明書根據本分部發出的對象的人除外)；或
(b) 在(a)段提述的人購買該等股份後任何時間成為對該等股份享有權利的人；
登記持有人 (registered holder) 就上市公司的股份而言，指其姓名或名稱已就該等股份記入該公 司的成員登記冊內的人；
新股份證明書 (new certificate) 指代替已遺失的股份證明書的股份證明書； 網站 (website) 就認可交易所以外的公司而言，指按適用於有關認可證券市場的《上市規則》規定
該公司須用以公布宣告、公告或其他文件的網站。
(編輯修訂—2013年第1號編輯修訂紀錄)
條： 163 申請新股份證明書 L.N. 163 of 2013 03/03/2014
(1) 如上市公司股份的股份證明書已遺失，合資格人士可向該公司申請新股份證明書。
(2) 上述申請—
(a) 須符合指明格式；及
(b) 須隨附由合資格人士作出的述明以下事宜的法定聲明—
(i) 原有股份證明書已遺失；
(ii) 該人最後在何時管有原有股份證明書，以及該人如何不再管有該股份證明書；
(iii) 該人曾否就有關股份簽立任何轉讓書( 不論是否留空待填)；
(iv) 並無其他人有權將其姓名或名稱就有關股份記入有關公司的成員登記冊內；及
(v) 對核實提出該申請所據的理由屬必需的任何其他事宜。
條： 164 公布規定 L.N. 163 of 2013 03/03/2014
(1) 上市公司如擬應第163條所指的申請發出新股份證明書，須按照本條刊登符合指明格式的公告。
(2) 上述公告—
(a) 須在有關公司的網站公布；及
(b) 在以下情況下，須於憲報刊登—
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(i) 提出有關申請的合資格人士，既不是有關股份的登記持有人，亦沒有獲該持有人同意
提出該申請；或
(ii) 該等股份的最新價值超過$200000。
(3) 有關公告須在它首次根據第(2)(a)款在有關公司的網站公布後的一個月內，根據第(2)(b)款於
憲報刊登。
(4) 在公布或刊登本條所指的公告前—
(a) 如有關股份是在某證券市場上市的，有關公司須將該公告的文本交付營辦該證券市場的認
可交易所；及
(b) 有關公司須從該交易所的獲授權人員處取得一份證明書，證明該文本正按照第(5)款展示。
(5) 認可交易所須在有關證券市場營運所在的處所的顯眼地方，展示根據第(4)(a)款接獲的公告的
文本，或在其正式網站上提供該公告，而—
(a) 不須根據第(2)(b)款刊登的公告須最少展示或公布一個月；或
(b) 須根據第(2)(b)款刊登的公告須最少展示或公布3個月。
(6) 就第(5)款而言，在以下情況下，沒有在該款所述的期間內無間斷地在交易所的正式網站上提供
某公告的文本，須不予理會—
(a) 於該期間的部分時間，該公告在該網站上提供；而
(b) 沒有在該期間內無間斷地提供該公告，是完全歸因於按理不能期望該交易所防止或避免的
情況。
(7) 如提出有關申請的合資格人士，既不是有關股份的登記持有人，亦沒有獲該持有人同意提出該
申請，有關上市公司—
(a) 須將本條所指的公告的文本，以掛號郵遞寄往在公司的成員登記冊所載的該持有人的最後
地址的方式，送達該持有人；及
(b) 在送達該文本之日後的最少3個月內，不得公布或刊登本條所指的公告。
(8) 在本條中—
最新價值 (latest value) 就股份而言，指公司同一類別的股份於提出新股份證明書的申請前在認 可證券市場最後錄得的成交價計算的價值。
條： 165 發出新股份證明書 L.N. 163 of 2013 03/03/2014
(1) 如以下條件獲符合，上市公司可應第163 條所指的申請，發出新股份證明書—
(a) 該公司已公布或刊登第164 條所指的公告，而—
(i) (如該公告根據第164(2)(a)條公布)該公告已在一段為期最少一個月的期間內，無間斷
地在該公司的網站上提供；或
(ii) (如該公告根據第164(2)(b)條刊登)該公告已在一段為期最少3個月的期間內，無
間斷地在該公司的網站上提供，並按照第164(3)條於憲報刊登；
(b) 該公司沒有接獲就有關股份而提出的任何其他申索的通知；及
(c) 如該申請由並非有關股份的登記持有人的合資格人士提出—
(i) 關於該等股份的轉讓文書已根據第150條交付該公司；或
(ii) (如提出該申請是未經該持有人同意)該公司已安排一份轉讓文書由該公司委任的
人代表該持有人簽立，及由該申請人代表本身簽立。
(2) 第(1)(c)(ii)款提述的轉讓文書，須視為根據第150條妥為交付有關公司的轉讓文書。
(3) 發出新股份證明書的上市公司須不作延擱而—
(a) 取消原有股份證明書；及
(b) 在其成員的登記冊內，記錄新股份證明書的發出，並記錄原有股份證明書的取消。
(4) 就第(1)(a)款而言，在以下情況下，沒有在該款所述的期間內無間斷地在公司的網站提供某公
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告，須不予理會—
(a) 於該期間的部分時間，該公告在該網站上提供；而
(b) 沒有在該期間內無間斷地提供該公告，是完全歸因於按理不能期望該公司防止或避免的情
況。
條： 166 發出新股份證明書的公告 L.N. 163 of 2013 03/03/2014
(1) 凡上市公司發出新股份證明書—
(a) 該公司須按照本條的規定，以指明格式公布及刊登公告；及
(b) 如有關股份是在某證券市場上市的，該公司須在該證明書發出日期後的14日內，將該公告
的文本交付營辦該證券市場的認可交易所。
(2) 有關公告須藉以下方式公布︰在一段為期最少7日的期間內，無間斷地在有關上市公司的網站上
提供該公告，而該段期間須在有關證明書發出日期後的14日內開始。
(3) 如第164(2)(b)條規定有關上市公司於憲報刊登公告，公布其擬發出新股份證明書的意向，則在
該證明書發出日期後的14日內，本條所指的公告亦須於憲報刊登。
(4) 就第(2)款而言，在以下情況下，沒有在該款所述的期間內無間斷地在上市公司的網站上提供某
公告，須不予理會—
(a) 於該期間的部分時間，該公告在該網站上提供；而
(b) 沒有在該期間內無間斷地提供該公告，是完全歸因於按理不能期望該公司防止或避免的情
況。
(5) 如上市公司違反本條，該公司及其每名責任人均屬犯罪，可各處第3級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$300。
條： 167 關於更正登記冊的原訟法庭命令 L.N. 163 of 2013 03/03/2014
(1) 在符合本條的規定下，如上市公司就股份發出新股份證明書，本分部不影響原訟法庭根據第633
條具有的權力，以針對以下人士作出有利於任何聲稱對該等股份享有權利的人的命令—
(a) 獲發給新股份證明書的人；或
(b) 其後就該等股份而名列公司的成員登記冊的人。
(2) 如第(1)(b)款提述的人是有關股份的真正購買者，原訟法庭不得根據第633條針對該人作出命
令。
(3) 原訟法庭如根據第633條作出命令，而該命令針對獲發給新股份證明書的人，或針對任何其後就
有關股份而名列公司的成員登記冊的人—
(a) 原訟法庭不得命令該公司支付損害賠償；及
(b) 該公司亦無需對因按照本分部發出新股份證明書或取消原有股份證明書而引致的任何損
害，負上其他法律責任。 附註—
第633條賦予原訟法庭權力，以作出更正公司的成員登記冊的命令。
條： 168 在不能命令更正的情況下的法律責任 L.N. 163 of 2013 03/03/2014
(1) 如因為第 167(2)條，而不能根據第633條作出命令，則本條適用。
(2) 除非公司曾作出具欺騙成分的作為，否則公司無需為申索人因為新股份證明書的發出或原有股
份證明書的取消而蒙受的任何損害，而負上法律責任。
(3) 如有關股份是由真正購買者向獲發給新股份證明書的人購買的，該人須為該等股份在購買當日
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的價值，對申索人負上法律責任。
(4) 如有關股份是由真正購買者向任何其後就該等股份而名列公司的成員登記冊的人購買的，則獲
發給新股份證明書的人，以及任何其後就該等股份而名列公司的成員登記冊的人(真正購買者除
外)，均須為該等股份在該真正購買者購買當日的價值，共同及各別對申索人負上法律責任。
(5) 在本條中—
申索人 (claimant) 指如無第167(2)條，本屬可根據第633條作出的命令所惠及的人。
條： 169 申請人須支付開支 L.N. 163 of 2013 03/03/2014
(1) 新股份證明書的申請人須支付關乎有關申請的所有開支。
(2) 上市公司可拒絕處理或拒絕進一步處理一項申請，直至該公司信納有關申請人已為支付關乎有
關申請的開支撥出合理的準備金為止。
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股本的更改 L.N. 163 of 2013 03/03/2014
條： 170 獲准許的股本更改 L.N. 163 of 2013 03/03/2014
(1) 有限公司可藉第(2)款列明的任何一種或多於一種方式，更改其股本。
(2) 公司可—
(a) 藉按照本部配發及發行新股份，以增加其股本；
(b) 在沒有配發及發行新股份的情況下，增加其股本，但前提是增加股本所需的資金或其他資
產，是由該公司的成員提供的；
(c) 在有或沒有配發及發行新股份的情況下，將其利潤資本化；
(d) 在有或沒有增加其股本的情況下，配發及發行紅股；
(e) 將其全部或任何股份，轉換為更大或更小數目的股份；
(f) 取消以下股份—
(i) 截至關乎取消股份的決議通過當日，尚未獲任何人承購或同意承購的股份；或
(ii) 被沒收的股份。
(3) 有限公司只可藉其決議進行第(2)(e)或(f)款提述的股本更改。 附註—
第140及141條所載條文要求作出批准股份配發的公司決議。該等條文可能與第(2)(a)、(c)或(d)款提述的股本更
改有關。
(4) 第(3)款提述的決議可授權公司—
(a) 行使有關權力多於一次；
(b) 在指明時間或在指明情況下行使有關權力。
(5) 就根據第(2)(e)款轉換的股份而屬尚未繳付的股款，須在替代股份之間平均分配。
(6) 如有股份根據第(2)(f)款被取消，公司須按被取消股份的款額，減少其股本。
(7) 就第5部而言，根據本條取消股份並非減少股本。
(8) 有限公司的章程細則可禁止或限制行使本條賦予的權力。
條： 171 更改股本的通知 L.N. 163 of 2013 03/03/2014
(1) 公司須在根據第170條更改其股本後的一個月內，就更改股本將一份通知交付處長登記。
(2) 上述通知—
第 622 章 - 《公司條例》 66
(a) 須符合指明格式；
(b) (如公司的已發行股本因有關更改而增加)須述明增加的款額；及
(c) 須載有一項以更改的日期的狀況為準的股本說明，該項說明須符合第201條。
(3) 如股本更改涉及股份配發，公司無需就該項更改交付本條所指的通知。 附註—
第142條就股份的配發，規定公司須將配發申報書交付處長登記。
(4) 如公司違反第(1)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
條： 172 股本的幣值重訂 L.N. 163 of 2013 03/03/2014
(1) 有限公司可藉其決議，將其股本或任何類別的股份，由以某種貨幣計值轉換為以另一種貨幣計
值。此程序稱為幣值重訂。
(2) 本條所指的決議可授權有限公司—
(a) 對其股本作幣值重訂多於一次；
(b) 在指明時間或在指明情況下對其股本作幣值重訂。
(3) 公司的章程細則所訂的成員的任何權利或責任，或公司的章程細則所訂的任何影響成員的限
制，均不受股本幣值重訂影響。
(4) 股本幣值重訂尤其不影響任何收取股息的權利(包括收取以某特定貨幣計值的股息的權利)、表
決權或關於股份尚未繳付的股款的任何法律責任(包括以某特定貨幣計值的法律責任)。
(5) 就本條而言，公司的章程細則包括配發或持有該公司任何股份所依據的條款。
(6) 有限公司的章程細則可禁止或限制行使本條賦予的權力。
條： 173 股本幣值重訂的通知 L.N. 163 of 2013 03/03/2014
(1) 公司須在根據第172條通過決議後的一個月內，就股本幣值重訂將一份通知交付處長登記，該通
知須符合指明格式。
(2) 上述通知須載有一項以股本幣值重訂的日期的狀況為準的股本說明，該項說明須符合第201條。
(3) 如公司違反本條，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是持續的罪
行，則可就該罪行持續期間的每一日，另各處罰款$700。
條： 174 股額再轉換為股份 L.N. 163 of 2013 03/03/2014
(1) 如公司在被本條例廢除將繳足股款的股份轉換為股額的權力前，已將繳足股款的股份轉換為股
額，該公司可藉其決議，將該股額再轉換為繳足股款的股份。 附註—
第138條廢除公司將其股份轉換為股額的權力。
(2) 本條所指的決議可授權公司—
(a) 行使將股額再轉換的權力多於一次；
(b) 在指明時間或在指明情況下行使將股額再轉換的權力。
條： 175 再轉換的通知 L.N. 163 of 2013 03/03/2014
(1) 公司須在根據第174條通過決議後的一個月內，就股額再轉換一事將一份通知交付處長登記，該
通知須符合指明格式。
(2) 上述通知須載有一項以再轉換股額的日期的狀況為準的股本說明，該項說明須符合第201條。
第 622 章 - 《公司條例》 67
(3) 如公司違反本條，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是持續的罪
行，則可就該罪行持續期間的每一日，另各處罰款$700。
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股份的類別及類別權利 L.N. 163 of 2013 03/03/2014
部：
分部：
次分部：
4
7
1
有股本的公司 L.N. 163 of 2013 03/03/2014
條： 176 本次分部的適用範圍 L.N. 163 of 2013 03/03/2014
本次分部適用於有股本的公司。
條： 177 股份所附帶的權利 L.N. 163 of 2013 03/03/2014
在本條例中，提述屬公司某股份類別的股份所附帶的權利，即提述該股份的持有人作為該公司成員
的權利。
條： 178 股份的類別 L.N. 163 of 2013 03/03/2014
(1) 就本條例而言，如某些股份所附帶的權利，在所有方面均屬劃一，該等股份即屬同一類別。
(2) 如被配發的股份在緊接配發後的12個月內，並不帶有相同的收取股息的權利，有關股份所附帶
的權利不會僅因該事宜，而被視為有異於其他股份所附帶的權利。
條： 179 不同類別的股份的說明 L.N. 163 of 2013 03/03/2014
(1) 有不同類別的股份的公司所發出的股份證明書，均須在顯眼位置載有一項陳述—
(a) 述明該公司的股本被分為不同類別的股份；並
(b) 指明每一類別的股份所附帶的表決權。
(2) 如公司某類別股份的持有人，沒有在該公司的成員大會上表決的權利—
(a) 該類別股份的說明稱號，須包括“無表決權”中文字樣或“non voting”英文字樣；及
(b) 該公司須確保上述字樣在它所發出的任何股份證明書上清晰可閱地顯示。
(3) 如股份被稱為優先股或具優先權的股份，第(2)款不適用於該等股份。
(4) 如公司違反本條，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是持續的罪
行，則可就該罪行持續期間的每一日，另各處罰款$700。
條： 180 更改類別的權利 L.N. 163 of 2013 03/03/2014
(1) 如某股份屬公司某類別的股份，該等股份所附帶的權利—
(a) 只可按照其章程細則中關於更改該等權利的條文而更改；或
(b) 在沒有該等條文的情況下，只可在該類別股份的持有人按照本條給予的同意下更改。
(2) 第(1)款不損害對更改權利的任何其他限制。 例子—
公司能與某類別股份的持有人訂立協議，對更改類別的權利施加限制。
第 622 章 - 《公司條例》 68
(3) 為本條的目的而需有的同意為—
(a) 持有人的書面同意，而該名或該等持有人持有的表決權佔有關類別股份的持有人的總表決
權中最少75%；或
(b) 在一個分開舉行的該類別股份的持有人的成員大會上通過的認許有關更改的特別決議。
(4) 如—
(a) 沒有人根據第182條提出否決更改的申請，該項更改在根據該條提出申請的限期終結時生
效；或
(b) 有人在該限期內提出該申請，該項更改在該申請被撤回時生效，或在該申請獲終局裁定時
生效(如該項更改被否決則除外)。
(5) 對公司的章程細則中關於更改某類別的股份所附帶的權利的條文的修訂，或將任何該等條文加
插於該章程細則內，本身須視為該等權利的更改。
(6) 本條不影響原訟法庭根據第673、675及725條具有的權力。
條： 181 將更改通知類別成員 L.N. 163 of 2013 03/03/2014
(1) 如屬公司某類別股份的股份所附帶的權利被更改，該公司須在該項更改作出的日期後的14日
內，向該類別股份的每名持有人發出關於該項更改的書面通知。
(2) 如公司違反本條，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是持續的罪
行，則可就該罪行持續期間的每一日，另各處罰款$700。
條： 182 原訟法庭否決或確認更改事宜 L.N. 163 of 2013 03/03/2014
(1) 如屬公司某類別股份的股份所附帶的權利被更改，所持有的表決權佔該類別股份的持有人的總
表決權中最少10%的持有人，可向原訟法庭提出申請，要求否決該項更改。
(2) 上述申請須在有關更改作出的日期後的28日內提出。
(3) 上述申請可由有權提出申請的全部有關成員以書面委任的他們當中的一人或多於一人代表他們
提出。
(4) 在聆訊申請時，下述的人有權陳詞—
(a) 有關申請人；
(b) 原訟法庭覺得在該申請中有利害關係的任何其他人。
(5) 原訟法庭如信納有關更改會不公平地損害申請人所代表的成員，可藉命令否決該項更改。
(6) 原訟法庭如並不信納有關更改會不公平地損害申請人所代表的成員，須藉命令確認該項更改。
(7) 本條不影響—
(a) 任何成員根據第724條向原訟法庭提出呈請的權利；或
(b) 原訟法庭根據第725條具有的權力。
條： 183 將原訟法庭命令交付處長 L.N. 163 of 2013 03/03/2014
(1) 如原訟法庭根據第182條就某公司作出命令，該公司須在該命令作出後的15日內，將該命令的正
式文本交付處長登記。
(2) 如公司違反本條，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是持續的罪
行，則可就該罪行持續期間的每一日，另各處罰款$700。
第 622 章 - 《公司條例》 69
條： 184 將更改通知處長 L.N. 163 of 2013 03/03/2014
(1) 如屬公司某類別股份的股份所附帶的權利被更改，該公司須在該項更改的生效日期後的一個月
內，將以下文件交付處長登記—
(a) 批准該項更改的決議或其他文件的文本；及
(b) 符合指明格式的通知，該通知須載有以該項更改的生效日期當日的狀況為準的股本說明，
該項說明須符合第201條。
(2) 如根據本條例的另一條文，有關公司須將有關決議或其他文件的文本交付處長，則第(1)(a)款
不適用。
(3) 如公司違反本條，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是持續的罪
行，則可就該罪行持續期間的每一日，另各處罰款$700。
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次分部：
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2
無股本的公司 L.N. 163 of 2013 03/03/2014
條： 185 本次分部的適用範圍 L.N. 163 of 2013 03/03/2014
本次分部適用於無股本的公司。
條： 186 成員的權利 L.N. 163 of 2013 03/03/2014
在本條例中，提述無股本的公司某類別成員的權利，即提述該成員作為該公司的成員而具有的該類
別成員的權利。
條： 187 成員的類別 L.N. 163 of 2013 03/03/2014
就本條例而言，如無股本的公司的某些成員的權利，在所有方面均屬劃一，該等成員即屬同一類
別。
條： 188 更改類別的權利 L.N. 163 of 2013 03/03/2014
(1) 無股本的公司的某類別成員的權利—
(a) 只可按照其章程細則中關於更改該等權利的條文而更改；或
(b) 在沒有該等條文的情況下，只可在該類別成員按照本條給予的同意下更改。
(2) 第(1)款不損害對更改權利的任何其他限制。 例子—
公司能與某類別成員訂立協議，對更改類別的權利施加限制。
(3) 為本條的目的而需有的同意為—
(a) 有關類別成員中最少75%的成員的書面同意；或
(b) 在一個分開舉行的該類別成員的成員大會上通過的認許有關更改的特別決議。
(4) 如—
(a) 沒有人根據第190條提出否決更改的申請，該項更改在根據該條提出申請的限期終結時生
效；或
(b) 有人在該限期內提出該申請，該項更改在該申請被撤回時生效，或在該申請獲終局裁定時
第 622 章 - 《公司條例》 70
生效(如該項更改被否決則除外)。
(5) 對公司的章程細則中關於更改某類別成員的權利的條文的修訂，或將任何該等條文加插於該章
程細則內，本身須視為該等權利的更改。
(6) 本條不影響原訟法庭根據第673、675及725條具有的權力。
條： 189 將更改通知類別成員 L.N. 163 of 2013 03/03/2014
(1) 如無股本的公司的某類別成員的權利被更改，該公司須在該項更改作出的日期後的14日內，向
該類別的每名成員發出關於該項更改的書面通知。
(2) 如公司違反本條，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是持續的罪
行，則可就該罪行持續期間的每一日，另各處罰款$700。
條： 190 原訟法庭否決或確認更改事宜 L.N. 163 of 2013 03/03/2014
(1) 如無股本的公司的某類別成員的權利被更改，佔該類別成員中最少10%的成員，可向原訟法庭提
出申請，要求否決該項更改。
(2) 上述申請須在有關更改作出的日期後的28日內提出。
(3) 有權提出申請的成員，可藉書面方式，委任他們當中的任何一人或多於一人，代表所有作出該
項委任的成員提出申請。
(4) 在聆訊申請時，下述的人有權陳詞—
(a) 有關申請人；
(b) 原訟法庭覺得在該申請中有利害關係的任何其他人。
(5) 原訟法庭如信納有關更改會不公平地損害申請人所代表的成員，可藉命令否決該項更改。
(6) 原訟法庭如並不信納有關更改會不公平地損害申請人所代表的成員，須藉命令確認該項更改。
(7) 本條不影響—
(a) 任何成員根據第724條向原訟法庭提出呈請的權利；或
(b) 原訟法庭根據第725條具有的權力。
條： 191 將原訟法庭命令交付處長 L.N. 163 of 2013 03/03/2014
(1) 如原訟法庭根據第190條就某公司作出命令，該公司須在該命令作出後的15日內，將該命令的正
式文本交付處長登記。
(2) 如公司違反本條，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是持續的罪
行，則可就該罪行持續期間的每一日，另各處罰款$700。
條： 192 將更改通知處長 L.N. 163 of 2013 03/03/2014
(1) 如無股本的公司的某類別成員的權利被更改，該公司須在該項更改的生效日期後的一個月內，
將以下文件交付處長登記—
(a) 批准該項更改的決議或其他文件的文本；及
(b) 符合指明格式的通知。
(2) 如根據本條例的另一條文，有關公司須將有關決議或其他文件的文本交付處長，則第(1)(a)款
不適用。
(3) 如公司違反本條，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是持續的罪
行，則可就該罪行持續期間的每一日，另各處罰款$700。
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一般事宜 L.N. 163 of 2013 03/03/2014
條： 193 更改包括廢止 L.N. 163 of 2013 03/03/2014
在本分部中及在公司的章程細則關於更改類別的權利的條文中( 除章程細則有關條文的文意另有所
指外)，提述更改該等權利，包括廢止該等權利。
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補充及雜項條文 L.N. 163 of 2013 03/03/2014
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關於股本規定的寬免 L.N. 163 of 2013 03/03/2014
條： 194 釋義 L.N. 163 of 2013 03/03/2014
(1) 在本分部中—
公司 (company) 包括任何法人團體，但在對發行公司的提述中則除外； 安排 (arrangement) 指任何協議、計劃或安排； 非權益股份 (non-equity shares) 指公司股份，但權益股份除外； 發行公司 (issuing company) 指發行股份的公司； 轉讓 (transfer) 就股份而言，包括轉讓就該等股份而獲列入公司的成員登記冊的權利； 權益股本 (equity share capital) 指公司的已發行股本，但不包括該股本中符合以下說明的部
分：就分派股息或資本而言，均不帶有於分派中分享某一指明數額以外的權利；
權益股份 (equity shares) 指組成公司的權益股本的股份。 (2) 在本分部中—
(a) 提述某公司購入股份，包括由該公司的代名人購入股份；
(b) 提述向某公司發行或轉讓股份，包括向該公司的代名人發行或轉讓股份；
(c) 提述某公司轉讓股份，包括由該公司的代名人轉讓股份。
條： 195 集團重組寬免 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，則本條適用—
(a) 某發行公司是另一公司(控權公司)的全資附屬公司；而 (b) 該發行公司向下述公司發行股份—
(i) 該控權公司；或
(ii) 該控權公司的另一全資附屬公司，
而發行的代價，是另一公司(讓與公司)的非現金資產轉讓予該發行公司( 讓與公司須屬由 該控權公司及其所有全資附屬公司組成的公司集團內的成員)。
(2) 在將上述發行公司發行其股份的代價的款額記錄作為該發行公司的股本時，任何被轉讓的資產
第 622 章 - 《公司條例》 72
的價值超出該等資產的淨底值的款額，可不予理會。因此，就該項轉讓所涉及的已發行股份而
須記錄作為該發行公司的股本的代價的最低款額，是被轉讓資產的淨底值。
(3) 被轉讓的資產的淨底值，是該等資產底值超出發行公司所承擔的讓與公司的任何債務底值的款
額，而發行公司是以承擔該等債務作為被轉讓的資產的代價。
(4) 就本條而言—
(a) 被轉讓的資產的底值，為下述兩個數額中的較小者—
(i) 讓與公司為該等資產付出的成本；
(ii) 在緊接該轉讓前，讓與公司的會計紀錄所述的該等資產的款額；
(b) 所承擔的債務的底值，是在緊接該轉讓前，讓與公司的會計紀錄所述的該等債務的款額。
條： 196 合併寬免 L.N. 163 of 2013 03/03/2014
(1) 如某發行公司已根據一項安排，取得另一公司最少90%的股份的權益，而該項安排規定該發行公
司按以下條款發行權益股份：所發行的股份的代價，須藉以下方式提供—
(a) 向該發行公司發行或轉讓該另一公司的權益股份；或
(b) 註銷任何並非由該發行公司持有的該另一公司的權益股份，
則本條適用。
(2) 在將上述發行公司發行其股份的代價的款額記錄作為該發行公司股本時，任何根據有關安排而
購入或註銷的權益股份的價值超出可歸因於該等股份的上述另一公司的已認購資本的款額，可
不予理會。因此，須就根據該安排發行的股份而記錄作為該發行公司的股本的代價的最低款
額，是可歸因於已購入或註銷的權益股份的該另一公司的已認購資本。
(3) 如有關安排亦規定發行公司按以下條款發行任何股份：該等股份的代價，須藉以下方式提供—
(a) 向該發行公司發行或轉讓上述另一公司的非權益股份；或
(b) 註銷任何並非由該發行公司持有的該另一公司的非權益股份，
則在將該發行公司發行其股份的代價的款額記錄作為該發行公司股本時，任何根據該安排而購
入或註銷的非權益股份的價值超出可歸因於該等股份的該另一公司的已認購資本的款額，可不
予理會。
(4) 如某個案屬第195條所指者，本條不適用於該個案。
條： 197 合併寬免：90%的股份的權益的涵義 L.N. 163 of 2013 03/03/2014
(1) 在為施行第196條而斷定以下事宜時，本條具有效力︰某公司(甲公司)是否已根據第196(1)條所 述的一項安排，取得另一公司(乙公司)最少90%的股份的權益。
(2) 如由於根據有關安排購入或註銷乙公司的權益股份，以致甲公司總共持有90%或以上的乙公司的
權益股份(不論甲公司所持有的乙公司的權益股份的全部或任何部分，是否根據該項安排而取
得)，甲公司即屬已取得乙公司最少90%的股份的權益。
(3) 如乙公司的權益股份被分為不同類別的股份，除非分別就每一該等類別的股份而言，第(2)款的
規定均已獲符合，否則甲公司不得視為已取得乙公司最少90%的股份的權益。
(4) 就本條而言，下述的股份視為由甲公司持有—
(a) 由屬甲公司的控權公司或附屬公司的公司持有的股份；
(b) 由甲公司的控權公司的附屬公司持有的股份；及
(c) 由甲公司的代名人持有的股份，或由(a)或(b)段提述的公司的代名人持有的股份。
第 622 章 - 《公司條例》 73
條： 198 寬免可在公司的財務狀況表內反映 L.N. 163 of 2013 03/03/2014
凡為已發行股份提供任何股份或其他代價，在斷定須包括在公司的財務狀況表中的該等股份或該代
價的款額時，相當於因為本次分部而無需記錄作為該公司的股本的款額的某款額，亦可不予理會。
條： 199 規例 L.N. 163 of 2013 03/03/2014
(1) 財政司司長可訂立規例，對本次分部所給予的寬免，加以限制或以其他方式變通。
(2) 根據本條訂立的規例須經立法會批准。
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雜項 L.N. 163 of 2013 03/03/2014
條： 200 關於為股份繳付不同款額的條文 L.N. 163 of 2013 03/03/2014
如公司的章程細則批准，該公司可—
(a) 就股份的發行作出安排，讓股東按不同款額及按不同付款時間，繳付就其股份而催繳的股
款；
(b) 接受成員就其所持有的任何股份而繳付的尚未繳付股款的全部或部分，即使該公司未曾催
繳該等股款的任何部分亦然；及
(c) 在某些股份的已繳付股款額大於其他股份的情況下，按每股股份的已繳付股款額的比例繳
付股息。
條： 201 股本說明 L.N. 163 of 2013 03/03/2014
(1) 如本部或第5 部的條文規定交付處長登記的申報書、申報表或通知須載有股本說明，則本條適
用。
(2) 股本說明須述明—
(a) 公司的已發行股份的總數；
(b) 按或視作已按公司的已發行股份的總數而繳付的款額，以及(如有的話)尚未按或視作尚未
按該等股份的總數繳付的款額；
(c) 公司的已發行股本的總款額；及
(d) 就每一類別股份而言—
(i) 第(3)款指明的詳情；
(ii) 該類別股份中的已發行股份的總數；
(iii) 按或視作已按該類別股份中的已發行股份的總數而繳付的款額，以及( 如有的話)
尚未按或視作尚未按該等股份的總數繳付的款額；及
(iv) 該類別股份中的已發行股本的總款額。
(3) 上述詳情為—
(a) 有關類別股份所附帶的表決權的詳情，包括只在某些情況下產生的權利；
(b) 該類別股份所附帶的、在分派股息時參與該項分派的權利的詳情；
(c) 該類別股份所附帶的、在分派股本時(包括在進行清盤時)參與該項分派的權利的詳情；及
(d) 該類別股份是否屬可贖回股份。
第 622 章 - 《公司條例》 74
條： 202 已繳款股本的通知 L.N. 163 of 2013 03/03/2014
(1) 述明公司的已發行股本的該公司的正式文件，亦須以至少同樣顯眼的方式，述明其已繳款股
本。
(2) 如公司在香港發出、傳閱或分發不符合第(1)款規定的正式文件，該公司及其每名責任人均屬犯
罪，可各處第3 級罰款。
(3) 在本條中—
正式文件 (official document) 就公司而言，指該公司的通知、通告、廣告或其他正式刊物。
部： 5 關於股本的事宜 L.N. 163 of 2013 03/03/2014
(*格式變更─2013年第1號編輯修訂紀錄)
__________________________________________________________________________ 註：
* 第5部的格式已按現行法例樣式更新。
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導言 L.N. 163 of 2013 03/03/2014
條： 203 釋義 L.N. 163 of 2013 03/03/2014
(1) 在本部中—
可分派利潤 (distributable profits) 就某公司作出的一項付款而言，指該公司可合法地從中撥作 分派，且價值是相等於該項付款的利潤；
待確定回購合約 (contingent buy-back contract) 指由某公司訂立的、關乎其任何股份的合約， 而—
(a) 該合約並非回購該等股份的合約；但
(b) 該公司根據該合約，可在任何條件規限下變為有權或有責任回購該等股份；
指明中文報章 (specified Chinese language newspaper) 指根據第(2)款指明的中文報章； 指明英文報章 (specified English language newspaper) 指根據第(2)款指明的英文報章； 監察機關 (Commission) —
(a) 除(b)及(c)段另有規定外，指《證券及期貨條例》(第571章)第3(1)條提述的證券及期貨事
務監察委員會；
(b) 如有根據該條例第25條作出的有關轉移令，在該轉移令的有效期內，按照該轉移令的規定
而指有關的認可交易所，或同時指證券及期貨事務監察委員會及有關的認可交易所；或
(c) 如有根據該條例第68條作出的有關轉移令，在該轉移令的有效期內，按照該轉移令的規定
而指有關的認可控制人，或同時指證券及期貨事務監察委員會及有關的認可控制人；
認可控制人 (recognized exchange controller) 具有《證券及期貨條例》(第571章)附表1第1部第 1條給予該詞的涵義。
(2) 政務司司長可為施行本部而指明中文報章及英文報章，並須在憲報刊登指明報章的名單。
(編輯修訂—2013年第1號編輯修訂紀錄)
第 622 章 - 《公司條例》 75
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償付能力測試 L.N. 163 of 2013 03/03/2014
條： 204 本分部的適用範圍 L.N. 163 of 2013 03/03/2014
本分部對以下事宜具有效力—
(a) 第3分部第2次分部所指的藉著通過以償付能力陳述作支持的特別決議而進行的股本減少；
(b) 第4分部所指的就贖回或回購股份而從資本中撥款作付款；
(c) 第5分部第4次分部所指的由公司給予資助。
條： 205 償付能力測試 L.N. 163 of 2013 03/03/2014
如—
(a) 在緊接某事宜的進行後，將會沒有認定某公司無能力償付其債項的理由；及
(b) 有以下其中一種情況—
(i) 該公司的清盤擬在該事宜的日期後的12 個月內展開，而在展開清盤後的12 個月內，
該公司將會有能力悉數償付其債項；或
(ii) 屬任何其他情況，而該公司將會有能力償付其在緊接該事宜後的12 個月內到期的
債項，
則該公司即屬就該事宜而言通過償付能力測試。
條： 206 償付能力陳述 L.N. 163 of 2013 03/03/2014
(1) 就某事宜而言，償付能力陳述是內容如下的陳述：作出該陳述的每名董事已得出意見，認為有
關公司就該事宜而言通過償付能力測試。
(2) 在為作出償付能力陳述的目的而得出意見時，董事須—
(a) 查究有關公司的事務狀况及前景；及
(b) 考慮該公司的所有債務( 包括或有負債及潛在負債)。
(3) 償付能力陳述須—
(a) 符合指明格式；
(b) 述明—
(i) 作出該陳述的日期；及
(ii) 每名作出該陳述的董事的姓名或名稱；及
(c) 由每名作出該陳述的董事簽署。
(4) 第(3)(a)款不適用於公司為根據第5分部第4次分部提供資助的目的而作出的償付能力陳述。
條： 207 關於償付能力陳述的罪行 L.N. 163 of 2013 03/03/2014
董事在無合理理由支持在償付能力陳述中表達的意見的情況下，仍作出該陳述，即屬犯罪—
(a) 一經循公訴程序定罪，可處罰款$150000及監禁2年；或
(b) 一經循簡易程序定罪，可處第6 級罰款及監禁6個月。
條： 208 訂立規例修改償付能力測試的權力 L.N. 163 of 2013 03/03/2014
(1) 行政長官會同行政會議可訂立規例—
第 622 章 - 《公司條例》 76
(a) 修改償付能力測試，或修改該測試對任何事宜或事宜類別的適用情況；或
(b) 修改董事為作出償付能力陳述的目的而得出意見時須考慮的事宜。
(2) 根據本條訂立的規例須經立法會批准。
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股本減少 L.N. 163 of 2013 03/03/2014
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一般條文 L.N. 163 of 2013 03/03/2014
條： 209 本分部的適用範圍 L.N. 163 of 2013 03/03/2014
本分部適用於—
(a) 股份有限公司；及
(b) 於2004年2月13日之前根據《舊有公司條例》組成或成為有股本的擔保有限公司的公司。
條： 210 獲准的股本減少 L.N. 163 of 2013 03/03/2014
(1) 公司可按照第211條指明的程序，根據本分部以任何方式減少其股本。 例子—
1. 公司可終絕或減少其任何股份在未繳股本方面的法律責任。
2. 公司可—
(a) 取消任何已虧損或不能以可用的資產代表的已繳股本，不論有否終絕或減少其任何股份的法律責任；或
(b) 將超過其所需的任何已繳股本付還，不論有否終絕或減少其任何股份的法律責任。
(2) 然而，如某公司減少股本，會導致該公司不再有任何成員持有可贖回股份以外的股份，則該公
司不得減少其股本。
(3) 凡公司的章程細則中，有關於任何禁止或限制減少其股本的規定，本分部受該規定所規限。
條： 211 公司減少其股本的程序 L.N. 163 of 2013 03/03/2014
公司根據本分部減少其股本的程序是—
(a) 根據第2次分部藉通過以償付能力陳述支持的特別決議；或
(b) 根據第3次分部藉獲原訟法庭確認的特別決議。
條： 212 如有違反本分部而減少股本屬罪行 L.N. 163 of 2013 03/03/2014
(1) 如公司在違反本分部的情況下減少其股本，該公司及其每名責任人，即屬犯罪—
(a) 一經循公訴程序定罪，可各處罰款$1250000及監禁5年；或
(b) 一經循簡易程序定罪，可各處罰款$150000及監禁12個月。
(2) 即使某公司的一名或多於一名董事在為減少該公司的股本而作出償付能力陳述一事上，犯第207
條所訂的罪行，該公司不會僅因此而就該項股本減少干犯本條所訂的罪行。
(3) 如按照第4分部進行股份贖回或股份回購，因而導致股本減少，或因本條例的其他規定而導致股
本減少，則不屬犯本條所訂的罪行。
第 622 章 - 《公司條例》 77
條： 213 股本減少後成員的法律責任 L.N. 163 of 2013 03/03/2014
(1) 如某公司的股本根據本分部減少，其前度成員或現在的成員，無須就股份的催繳或分擔的款額
超過以下兩個項目之間的差額(如有的話)之數而承擔法律責任—
(a) 有關股份的發行價格；與
(b) 該股份的已繳付股款(如有的話)及股份所減少的款額的總和。
(2) 第(1)款受第232條規限。
(3) 本條並不影響分擔人彼此之間的權利。
條： 214 因股本減少而產生的儲備 L.N. 163 of 2013 03/03/2014
(1) 如公司按照本分部減少股本，則就第6部而言，因股本減少而產生的儲備，須視為已實現利潤。
(2) 第(1)款須受在以下項目中的任何相反條文規限—
(a) 原訟法庭的命令，或向原訟法庭作出的承諾；
(b) 議決減少股本的決議，或攸關股本減少的任何其他決議；或
(c) 公司的章程細則。
部：
分部：
次分部：
5
3
2
藉著以償付能力陳述支持的特別決議減少股本 L.N. 163 of 2013 03/03/2014
條： 215 議決減少股本的特別決議 L.N. 163 of 2013 03/03/2014
(1) 公司可按照本次分部，藉特別決議減少其股本。
(2) 在處長登記關於股本減少的第224或225條所指的申報表時，有關特別決議及股本減少即告生
效。
條： 216 關於股本減少的償付能力陳述 L.N. 163 of 2013 03/03/2014
(1) 公司所有董事須就股本減少一事，作出符合第2分部的償付能力陳述。
(2) 議決減少股本的特別決議，須在作出償付能力陳述的日期後的15日內通過。
(3) 如有關特別決議是以書面決議形式提出的，則償付能力陳述的文本須在該項決議送交公司成員
之時或之前，送交該公司每名成員。
(4) 如有關特別決議是建議在會議上通過的，則須在該會議上，備有償付能力陳述的文本，供與會
的成員查閱。
(5) 如第(3)或(4)款(視何者適用而定)不獲遵守，則有關特別決議不具有效力。
條： 217 特別決議︰行使表決權 L.N. 163 of 2013 03/03/2014
(1) 如議決減少股本的特別決議是以書面決議形式提出的，則就第12部第1分部第2次分部(書面決
議)而言，持有該項決議所關乎的股份的公司成員，就該等股份而言不屬合資格成員。
(2) 如有關特別決議是建議在會議上通過的，則該項決議在下述情況下，不具有效力—
(a) 任何持有該項決議所關乎的股份的公司成員，行使該等股份所帶有的表決權；而
(b) 假使該成員沒有如此行事，該項決議便不會通過。
(3) 就第(2)款而言—
第 622 章 - 《公司條例》 78
(a) 持有有關決議所關乎的股份的成員，不僅因為在就該項決議應否通過的問題上以投票方式
表決，才被視為行使該等股份所帶有的表決權，該成員就該項決議以投票以外的方式表
決，亦須視為行使該表決權；
(b) 有關公司的任何成員均可要求就該問題以投票方式表決；及
(c) 由成員的投票代表表決或提出要求以投票方式表決，等同由該成員親自表決或親自提出要
求。
(4) 如第(3)(b)款提述的以投票方式表決的要求遭拒絕，則有關特別決議不具有效力。
(5) 如股本減少同樣適用於公司所有已發行的股份，則本條不適用。
條： 218 關於股本減少的公告 L.N. 163 of 2013 03/03/2014
(1) 如議決減少股本的特別決議獲通過，公司須於第(2)款指明的日期當日或之前，在憲報刊登公告
—
(a) 述明公司已批准減少股本；
(b) 指明將要減少的股本的款額，以及該項特別決議的日期；
(c) 述明可在何處查閱該項特別決議及有關償付能力陳述；及
(d) 述明沒有同意或沒有表決贊成該項特別決議的公司成員或公司債權人，可在該項決議的日
期後的5個星期內，根據第220條向原訟法庭提出申請，要求撤銷該項決議。
(2) 上述日期是—
(a) 在有關特別決議通過的星期的下一個星期中的最後一個工作日；或
(b) (如(a)段所述的日期與有關特別決議通過的日期(不包括兩者在內) 相距少於4個辦公日)在
再下一個星期中的最後一個工作日。 例子—
1. 有關特別決議於某年的2月2日(星期四)通過。除星期六及星期日外，該年2月內所有其他日子均屬辦公日。在
該項特別決議通過的星期的下一個星期中的最後一個工作日是該年的2月10日(星期五)。2月2日與2月10日之
間共有5個辦公日。因此，有關公告須於該年的2月10日(星期五)或之前，在憲報刊登。
2. 有關特別決議於某年的3月30日(星期五)通過。該年的4月4日(星期三)及4月6日(星期五)均為公眾假期。該年
的4月2日(星期一)、4月3日(星期二)、4月5日(星期四)及4月13日(星期五)均屬辦公日。在該項特別決議通過
的星期的下一個星期中的最後一個工作日是4月5日(星期四)。3月30日與4月5日之間只有2個辦公日。因此，
有關公告須於在再下一個星期中的最後一個工作日( 即該年的4月13日(星期五))或之前，在憲報刊登。
(3) 公司亦須在通過議決減少股本的特別決議的星期後的一個星期終結前—
(a) 在最少一份指明中文報章及最少一份指明英文報章上，刊登與第(1) 款所指的公告的內容
具相同意思的公告；或
(b) 向其每名債權人發出具有該意思的書面通知。
(4) 如公司違反第(1)或(3)款，該公司及其每名責任人均屬犯罪，可各處第3 級罰款。
(5) 公司須在以下日期或之前，將償付能力陳述的文本交付處長登記—
(a) 公司根據第(1)款刊登有關公告的日期；或
(b) (如早於(a)段所指的日期)公司根據第(3)款首次刊登有關公告的日期，或首次向債權人發
出通知的日期。
(6) 如公司違反第(5)款，該公司及其每名責任人均屬犯罪，可各處第5級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$1000。
(7) 就第(2)款而言—
工作日 (working day)指不是以下任何日子的日子— (a) 公眾假期；或
(b) 星期六；
辦公日 (business day)指不是以下任何日子的日子—
第 622 章 - 《公司條例》 79
(a) 公眾假期；
(b) 星期六；或
(c) 《釋義及通則條例》(第1章)第71(2)條所界定的黑色暴雨警告日或烈風警告日。
條： 219 特別決議及償付能力陳述的查閱 L.N. 163 of 2013 03/03/2014
(1) 公司須確保議決減少股本的特別決議及就該項決議作出的償付能力陳述，備存於公司的註冊辦
事處，或備存於根據第657條訂立的規例訂明的地點，備存期間—
(a) 於—
(i) 公司根據第218(1)條刊登有關公告的日期開始；或
(ii) (如早於第(i)節所指的日期) 公司根據第218(3)條首次刊登有關公告的日期，或
首次向債權人發出通知的日期開始；並
(b) 於該項特別決議通過的日期後的5個星期結束。
(2) 公司須准許其成員或債權人，在第(1)款所述期間，於辦公時間內，免費查閱有關特別決議及償
付能力陳述。
(3) 如公司違反第(1)或(2)款，該公司及其每名責任人均屬犯罪，可各處第5級罰款，如有關罪行是
持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$1000。
(4) 如公司違反第(2)款，原訟法庭可藉命令規定該公司准許有關的人作即時查閱。
條： 220 成員或債權人向原訟法庭提出申請 L.N. 163 of 2013 03/03/2014
(1) 除第(2)款另有規定外，在議決減少股本的特別決議的日期後的5個星期內，公司成員或債權人
可向原訟法庭提出申請，要求撤銷該項決議。
(2) 同意或表決贊成有關決議的成員，無權提出上述申請。
(3) 有權提出申請的人，可藉書面方式，委任他們當中的任何一人或多於一人，代表所有作出該項
委任的人提出申請。
(4) 如有人根據本條提出申請—
(a) 申請人須盡快將申請書送達有關公司；及
(b) 該公司須在申請書送達該公司的日期之後的7 日內，向處長發出關於該項申請的通知，該
通知須符合指明格式。
(5) 如公司違反第(4)(b)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款，如有關罪行是持
續的罪行，則可就該罪行持續期間的每一日，另各處罰款$300。
條： 221 原訟法庭押後法律程序的權力 L.N. 163 of 2013 03/03/2014
(1) 原訟法庭如接獲根據第220條提出的申請，可將法律程序押後，好讓令原訟法庭滿意的安排得以
作出，以保障持異議的成員或持異議的債權人的權益。
(2) 原訟法庭可作出它認為合宜的指示及命令，以利便作出或執行任何上述安排。
條： 222 原訟法庭確認或撤銷特別決議的權力 L.N. 163 of 2013 03/03/2014
(1) 原訟法庭如接獲根據第220條提出的申請，須作出確認或撤銷有關的議決減少股本的特別決議的
命令，並可按其認為合適的條款及條件，作出該命令。
(2) 原訟法庭如確認有關特別決議，可藉命令更改或延展—
(a) 該項決議指明的任何日期或期間；或
第 622 章 - 《公司條例》 80
(b) 本分部任何適用於該項決議或股本減少的條文指明的任何日期或期間。
(3) 如原訟法庭認為合適，有關命令可—
(a) 就公司回購其任何成員的股份及就公司股本據此減少一事，作出規定；
(b) 就保障公司的成員或債權人的權益，作出規定；
(c) 對公司的章程細則作出因上述規定而需作出的更改；
(d) 規定公司不得對其章程細則作出任何更改或任何指明的更改。
(4) 如原訟法庭的命令規定，公司不得對其章程細則作出任何更改或任何指明的更改，則公司無權
在未獲原訟法庭的許可下作出該更改。
(5) 原訟法庭根據本條具有的權力，不局限其根據第221條具有的權力。
條： 223 公司將原訟法庭命令的文本交付處長 L.N. 163 of 2013 03/03/2014
(1) 公司須在原訟法庭作出第222條所指的命令後的15日內，或在原訟法庭命令的任何較長限期內，
將該命令的正式文本交付處長登記。
(2) 如公司違反第(1)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$300。
條： 224 登記申報表︰無人向原訟法庭提出申請的情況 L.N. 163 of 2013 03/03/2014
(1) 如—
(a) 無人根據第220條就議決減少股本的特別決議提出申請；及
(b) 公司在該項決議的日期後的5個星期後並在該項決議的日期後的7個星期之前的期間內，將
符合第(2)款的申報表交付處長，
則處長須登記該申報表。 附註—
根據第215(2)條，有關特別決議及股本減少，在處長登記有關申報表時生效。
(2) 有關申報表須—
(a) 符合指明格式；
(b) 載有股本減少的詳情；及
(c) 載有一項以緊接股本減少後的時間的狀況為準的股本說明，該說明須符合第201 條。
條： 225 登記申報表︰有人向原訟法庭提出申請的情況 L.N. 163 of 2013 03/03/2014
(1) 如—
(a) 有人根據第220條就議決減少股本的特別決議提出申請；
(b) 有以下其中一種情況—
(i) 原訟法庭根據第222條作出確認該項決議的命令；或
(ii) 關於該項申請的法律程序，在沒有原訟法庭裁定下結束(例如該項申請被撤回)；
及
(c) 公司—
(i) 在作出該項命令後的15 日內，或在原訟法庭命令的任何較長限期內；或
(ii) 在法律程序於沒有原訟法庭裁定下結束後的15日內，或如有多於一項該等法律程
序，在該等法律程序中的最後一項如此結束後的15 日內，
將符合第(2)款的申報表交付處長，則處長須登記該申報表。 附註—
根據第215(2)條，有關特別決議及股本減少，在處長登記有關申報表時生效。
第 622 章 - 《公司條例》 81
(2) 有關申報表須—
(a) 符合指明格式；
(b) 載有股本減少的詳情；及
(c) 載有一項以緊接股本減少後的時間的狀況為準的股本說明，該說明須符合第201條。
部：
分部：
次分部：
5
3
3
經原訟法庭確認的股本減少 L.N. 163 of 2013 03/03/2014
條： 226 特別決議及向原訟法庭提出要求確認股本減少的申請 L.N. 163 of 2013 03/03/2014
(1) 公司可根據本次分部，通過一項議決減少股本的特別決議，並可藉呈請書向原訟法庭提出申
請，要求發出一項確認股本減少的命令。
(2) 除非原訟法庭另有指示，否則如建議的股本減少涉及以下其中一項事宜，則第227條(債權人有
權反對股本減少)適用—
(a) 減輕在未繳股本方面的法律責任；或
(b) 付款予持有任何已繳股本的股東。
(3) 原訟法庭在顧及有關個案的任何特殊情況後，如認為恰當，可指示第227條不適用於某類別或某
些類別的債權人。
(4) 原訟法庭可指示第227條在任何其他情況下適用。
條： 227 債權人有權反對股本減少 L.N. 163 of 2013 03/03/2014
(1) 如本條適用(見第226(2)及(4)條)，在以下情況下公司債權人有權反對股本減少：該債權人在原
訟法庭指定的日期有權追討任何債項或提出任何申索，而該債項或申索是假使該公司在該日期
展開清盤，是會獲原訟法庭接納為針對該公司的證據者。
(2) 原訟法庭須擬備一份有權反對的債權人的名單。
(3) 為施行第(2)款，原訟法庭—
(a) 須盡可能在沒有規定任何債權人提出申請的情況下，確定該等債權人的姓名或名稱、其債
項或申索的性質及款額；及
(b) 可刊登公告，為並非名列該名單的債權人要求將其姓名或名稱列入該名單，或將該債權人
排除於就股本減少提出反對的權利之外，訂定一個如此行事的限期或最後日期。
(4) 如任何名列有關名單的債權人的債項或申索未獲清償或尚未終結，而該債權人並不同意股本減
少，則原訟法庭如認為合適，可在公司保證償付該人的債項或申索的前提下，免除該債權人的
同意。
(5) 為施行第(4)款，有關債項或申索須藉撥付(按原訟法庭指示)下述款額而獲保證—
(a) (如公司承認該債項或申索的全數款額，或雖不承認卻願為之提供款項)該債項或申索的全
數款額；或
(b) (如公司既不承認該債項或申索的全數款額，又不願為之提供款項，或如該筆款額是待確定
的或是未經確定的)原訟法庭在猶如該公司正由原訟法庭清盤的情況下作出查訊及判定後釐
定的款額。
第 622 章 - 《公司條例》 82
條： 228 與債權人名單有關的罪行 L.N. 163 of 2013 03/03/2014
(1) 公司的高級人員不得—
(a) 蓄意或罔顧實情地—
(i) 隱匿有權反對股本減少的債權人的姓名或名稱；或
(ii) 就債項的性質或款額或對債權人的申索，作出失實陳述；或
(b) 明知而參與任何上述隱匿或失實陳述的作出。
(2) 任何人違反第(1)款，即屬犯罪—
(a) 一經循公訴程序定罪，可處罰款$150000及監禁2年；或
(b) 一經循簡易程序定罪，可處第6級罰款及監禁6個月。
條： 229 確認股本減少的原訟法庭命令 L.N. 163 of 2013 03/03/2014
(1) 原訟法庭如接獲根據第226條藉呈請書提出的申請，可按其認為合適的條款及條件，作出一項確
認股本減少的命令。
(2) 除非原訟法庭就根據第227條有權反對股本減少的每名公司債權人而言，信納—
(a) 已取得該債權人的同意；或
(b) 該債權人的債項或申索已獲清償、已告終結或已獲給予保證，
否則原訟法庭不得確認該項股本減少。
條： 230 將命令、紀錄及申報表登記 L.N. 163 of 2013 03/03/2014
(1) 如—
(a) 原訟法庭根據第229條，作出一項確認股本減少的命令；及
(b) 有關公司在原訟法庭作出該命令後的15日內，或在原訟法庭命令的任何較長限期內，將下
述文件交付處長—
(i) 該命令的正式文本一份；
(ii) 符合第(2)款並經原訟法庭批准的紀錄一份；及
(iii) 符合第(3)款的申報表一份，
則處長須將該命令、紀錄及申報表登記。
(2) 有關紀錄須就經有關命令更改的公司股本而述明—
(a) 股本額；
(b) 公司所發行的股份的總數；
(c) 每股股份的股款款額；及
(d) 每股股份已繳付的股款款額及( 如有的話) 尚未繳付的股款款額。
(3) 有關申報表須—
(a) 符合指明格式；
(b) 藉提述有關命令、紀錄或其他文件，載有股本減少的詳情；及
(c) 載有一項以緊接股本減少後的時間的狀況為準的股本說明，該說明須符合第201條。
(4) 獲有關命令確認的有關特別決議，在處長登記該項命令、紀錄及申報表時，即告生效。
(5) 有關登記的公告，須以原訟法庭指示的方式發表。
條： 231 登記證明書 L.N. 163 of 2013 03/03/2014
(1) 處長須核證根據第230條就有關命令、紀錄及申報表作出的登記。
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(2) 上述證明書須由處長簽署。
(3) 上述證明書是以下事宜的確證—
(a) 本條例中關於股本減少的規定已獲遵守；及
(b) 公司股本為該份紀錄所述者。
條： 232 對不在債權人名單的債權人的法律責任 L.N. 163 of 2013 03/03/2014
(1) 如—
(a) 一名有權反對經原訟法庭根據第229 條確認的股本減少的債權人—
(i) 因為不知悉關於該項股本減少的法律程序，而未有名列債權人名單；或
(ii) 因為不知悉該法律程序的性質或對該債權人的債項或申索的影響，而未有名列債
權人名單；及
(b) 公司在股本減少後，無能力償付該項債項或申索，
則本條適用於該項股本減少。
(2) 如有關命令確認議決減少股本的特別決議，任何在登記該項命令當日屬公司成員的人，均有法
律責任分擔提供款項償付有關債項或申索，分擔額不超過假使公司已在該日期之前一日展開清
盤該人便會有法律責任分擔支付的款額。
(3) 如公司清盤，原訟法庭如接獲上述債權人的申請及第(1)(a)款提述的債權人不知悉事宜的證
明，並認為合適，可—
(a) 擬定一份根據本條有法律責任分擔提供款項的人的名單；並
(b) 針對他們作出及強制執行催繳，以及作出及強制執行命令，猶如他們是一宗清盤案中的普
通分擔人一樣。
(4) 本條並不影響分擔人彼此之間的權利。
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股份贖回及股份回購 L.N. 163 of 2013 03/03/2014
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導言 L.N. 163 of 2013 03/03/2014
條： 233 本分部的適用範圍 L.N. 163 of 2013 03/03/2014
本分部適用於—
(a) 股份有限公司；及
(b) 於2004年2月13日之前根據《舊有公司條例》組成或成為有股本的擔保有限公司的公司。
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可贖回股份 L.N. 163 of 2013 03/03/2014
條： 234 發行可贖回股份 L.N. 163 of 2013 03/03/2014
(1) 除第(2)及(3)款另有規定外，公司可發行可贖回股份。
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(2) 公司的章程細則可禁止或限制可贖回股份的發行。
(3) 公司如無不屬可贖回股份的已發行股份，則不得發行可贖回股份。
條： 235 股份贖回的條款、條件及方式 L.N. 163 of 2013 03/03/2014
(1) 公司董事如—
(a) 獲公司的章程細則授權；或
(b) 獲公司決議授權，
可決定股份贖回的條款、條件及方式。
(2) 即使根據第(1)(b)款提出的決議修改公司的章程細則，該項決議仍可作為普通決議通過。
(3) 如有關董事獲授權根據第(1) 款決定股份贖回的條款、條件及方式—
(a) 他們須在該等股份配發前如此行事；及
(b) 公司在股本說明中述明附於該等股份的權利的責任，延伸至股份贖回的條款、條件及方
式。 (4) 如有關董事並非根據第(1) 款獲授權，股份贖回的條款、條件及方式，須在公司的章程細則內
述明。
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股份回購 L.N. 163 of 2013 03/03/2014
條： 236 公司回購本身股份的一般權力 L.N. 163 of 2013 03/03/2014
(1) 除第(2)及(3)款另有規定外及在第6次分部的規限下，公司—
(a) 如屬上市公司，可按照第4次分部回購本身的股份；
(b) 如屬非上市公司，可按照第5次分部回購本身的股份。
(2) 公司的章程細則可禁止或限制該公司回購本身的股份。
(3) 如公司回購本身的股份，會導致該公司不再有任何成員持有可贖回股份以外的股份，則該公司
不得回購本身的股份。
(4) 違反第(3)款的股份回購屬無效。
條： 237 股份回購合約的保留及查閱 L.N. 163 of 2013 03/03/2014
(1) 本條適用於—
(a) 根據第240條獲授權訂立回購本身股份的合約的上市公司；及
(b) 根據—
(i) 第244條獲授權訂立回購本身股份的合約的非上市公司；
(ii) 第247條獲授權同意更改回購本身股份的合約的非上市公司；
(iii) 第251條獲授權同意放棄回購本身股份的合約下的權利的非上市公司；或
(iv) 第254條獲授權同意更改放棄回購本身股份的合約下的權利的協議的非上市公司。
(2) 公司須在其註冊辦事處或在根據第657條訂立的規例訂明的地方，備存—
(a) (如有關合約或協議採用書面形式)該合約或協議的文本一份；及
(b) (如該合約或協議並非採用書面形式)該合約或協議的條款的備忘錄一份。
(3) 上述文本或備忘錄須由該合約或協議協定時開始備存，直至根據該合約完成回購所有股份的日
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期或由該合約以其他方式終止的日期起計的10年期間結束為止。
(4) 在不抵觸第(5)款的條文下，公司須在辦公時間內，提供上述文本或備忘錄供下述人士免費查閱
—
(a) 其成員；及
(b) (如屬上市公司)任何其他人。
(5) 公司可藉決議，對提供上述文本或備忘錄供查閱施加合理限制，但前提是每日容許供查閱的時
間，不得少於2小時。
(6) 如公司違反第(2)或(3)款，或如根據第(4)款所規定的查閱遭拒絕，該公司及其每名責任人均屬
犯罪，可各處第5級罰款，如有關罪行是持續的罪行，則可就該罪行持續期間的每一日，另各處
罰款$1000。
(7) 如第(4)款所規定的查閱遭拒絕，原訟法庭可藉命令規定公司准許有關的人作即時查閱。
(8) 在本條中—
合約 (contract) 包括待確定回購合約。
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股份回購：上市公司 L.N. 163 of 2013 03/03/2014
條： 238 根據公開要約進行的股份回購 L.N. 163 of 2013 03/03/2014
(1) 上市公司可根據一項公開要約回購本身的股份，但該要約須事先獲該公司的決議授權。
(2) 上述公司須在建議的決議的通知內，包括—
(a) 載有建議的公開要約的文件的文本；及
(b) 由該公司董事簽署的陳述，該陳述須載有會使一個合乎常理的人能夠對該要約的利弊得出
言之成理而有理可據的意見的資料。
(3) 如根據建議的公開要約，公司某成員有可能根據第13部第5分部(在作出回購股份的公開要約後
強制購入股份)被強制將其股份處置，則—
(a) 該公司須委任一名獨立投資顧問，就該要約的利弊向可能受強制處置影響的成員提供意
見；及
(b) 授權作出該要約的決議，須屬不售股成員沒有參與表決的特別決議。
(4) 符合以下條件的人，方有資格獲委任為第(3)(a)款所指的投資顧問—
(a) 該人是一個根據《證券及期貨條例》(第571章)第V部獲發牌經營就證券提供意見或就機構
融資提供意見的業務的法團，或是根據該條例第V 部獲註冊經營該等業務的認可財務機
構；而
(b) 該人既非—
(i) 作出有關的公開要約的公司的成員、高級人員、幕後董事或僱員或其有聯繫公司的成
員、高級人員、幕後董事或僱員；亦非
(ii) 作出該要約的公司的有聯繫公司。
(5) 就第(3)(b)款提述的特別決議而言—
(a) 不售股成員不僅因為以投票方式參與表決該項決議應否通過才視為有參與表決，該成員以
投票以外的方式就該項決議作出表決亦視為有參與表決；
(b) 有關公司的任何成員均可要求就該問題以投票方式表決；及
(c) 由成員的投票代表表決或提出要求以投票方式表決，等同由該成員親自表決或親自提出要
求。
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(6) 在本條中—
不售股成員 (non-tendering member) 具有第705條給予該詞的涵義； 公開要約 (general offer) 具有第707條給予該詞的涵義。
條： 239 在認可證券市場或核准證券交易所進行的股份回購 L.N. 163 of 2013 03/03/2014
(1) 上市公司可在事先獲該公司的決議授權下，在認可證券市場或核准證券交易所回購本身的股
份。
(2) 上述公司須在建議的決議的通知內，包括建議的回購的條款的備忘錄。
(3) 授權本條所指的回購的決議，於在有關公司下一次周年成員大會的日期屆滿的期間內有效，而
該期間可由該公司在該大會上延長至再下一次周年成員大會的日期為止。
(4) 在本條中—
核准證券交易所 (approved stock exchange) 指— (a) 監察機關；及
(b) (如有關股份是在某認可證券市場上市的)營辦該市場的認可交易所，
為本條的施行而藉於憲報刊登的公告核准的證券交易所。
條： 240 並非根據第238或239條進行的股份回購 L.N. 163 of 2013 03/03/2014
(1) 上市公司可並非根據第238或239條而回購本身的股份，但前提是回購股份合約須事先獲特別決
議授權。
(2) 上述合約可採用待確定回購合約的形式。
(3) 上述公司須在建議的特別決議的通知內，包括—
(a) 建議合約的文本或(如該合約並非採用書面形式)該合約的條款的備忘錄；及
(b) 符合以下規定的由該公司董事簽署的陳述：該等董事在簽署該陳述前，已對持有該合約所
關乎的股份的公司成員，進行妥善而盡職的查訊，而該陳述須載有會使一個合乎常理的人
能夠對該合約的利弊得出言之成理而有理可據的意見的資料。
(4) 如有以下情況，則本條所指的特別決議不具有效力—
(a) 任何持有該項決議所關乎的股份的公司成員，行使該等股份所附有的表決權；而
(b) 假使該成員沒有如此行事，該項決議便不會通過。
(5) 就第(4)款而言—
(a) 持有有關決議所關乎的股份的成員，不僅因為在就該項決議應否通過的問題上以投票方式
表決，才被視為行使該等股份所附有的表決權，該成員就該項決議以投票以外的方式表
決，亦須視為行使該表決權；
(b) 有關公司的任何成員均可要求就該問題以投票方式表決；及
(c) 由成員的投票代表表決或提出要求以投票方式表決，等同由該成員親自表決或親自提出要
求。
(6) 如第(5)(b)款提述的以投票方式表決的要求遭拒絕，則本條所指的特別決議不具有效力。
條： 241 豁免 L.N. 163 of 2013 03/03/2014
(1) 監察機關可在其認為合適的條件規限下，豁免任何上市公司，使其無須受第238、239或240條的
任何條文規限。
(2) 監察機關可—
(a) 以規限豁免的條件不獲遵從為理由，或以其認為合適的任何其他理由，暫時中止或撤回根
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據第(1)款批予的豁免；或
(b) 更改根據第(1)款施加的任何條件。
條： 242 不得轉讓回購本身股份的權利 L.N. 163 of 2013 03/03/2014
上市公司的下述權利均不能轉讓—
(a) 在根據第238條獲授權的公開要約下所具有的權利；
(b) 按根據第239條獲授權的在認可證券市場或核准證券交易所進行的回購而具有的權利；
(c) 在根據第240條獲授權的合約下所具有的權利。
條： 243 放棄回購本身股份的權利 L.N. 163 of 2013 03/03/2014
(1) 凡上市公司訂立協議，放棄它在根據第240條獲授權的合約下的權利，或放棄它在根據第238條
獲授權的公開要約下的權利，則除非該項協議的條款事先獲特別決議授權，否則該協議屬無
效。
(2) 第240(3)、(4)、(5)及(6)條適用於對建議的放棄權利協議的授權，一如其適用於第240條所指
的對建議的合約的授權。
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股份回購：非上市公司 L.N. 163 of 2013 03/03/2014
條： 244 根據合約進行的股份回購 L.N. 163 of 2013 03/03/2014
(1) 非上市公司可根據一項合約回購本身的股份，但該合約須事先獲特別決議授權。
(2) 上述合約可採用待確定回購合約的形式。
(3) 對合約的授權，可藉特別決議更改、撤銷或不時重訂。
(4) 任何關於授予、更改、撤銷或重訂對合約的授權的特別決議，均受第245及246條規限。
條： 245 合約的授權的決議︰披露合約的細節 L.N. 163 of 2013 03/03/2014
(1) 本條就關於授予、更改、撤銷或重訂第244條所指的合約的授權的特別決議而適用。
(2) 採用書面形式的建議合約的文本，或列明並非採用書面形式的建議合約的條款的備忘錄，須以
下述方式提供予有關成員—
(a) (如屬書面決議)在建議決議送交公司的所有成員之時或之前，將上述文本或備忘錄送交該
公司的每名成員；或
(b) (如屬建議在會議上通過的決議)在—
(i) 公司的註冊辦事處或在根據第657條訂立的規例訂明的地方，將上述文本或備忘錄提供
予公司成員查閱，為期不少於在該會議的日期結束的15日期間；及
(ii) 該會議上，將上述文本或備忘錄提供予公司成員查閱。
(3) 第(2)款提述的備忘錄，須載有持有建議合約所關乎的股份的成員的姓名或名稱。
(4) 根據第(2)款提供的建議合約的文本，須附有一份備忘錄，指明任何沒有在該合約內出現的上述
姓名或名稱。
(5) 如本條的規定不獲遵守，則有關特別決議不具有效力。
第 622 章 - 《公司條例》 88
條： 246 合約的授權的決議︰行使表決權 L.N. 163 of 2013 03/03/2014
(1) 本條適用於關於授予、更改、撤銷或重訂第244條所指的合約的授權的特別決議。
(2) 如有關特別決議是以書面決議形式提出的，則就第12部第1分部第2次分部(書面決議)而言，持
有該項決議所關乎的股份的成員，就該等股份而言不屬合資格成員。
(3) 如有關特別決議是建議在會議上通過的，則該項決議在下述情況下，不具有效力—
(a) 任何持有該項決議所關乎的股份的公司成員，行使該等股份所帶有的表決權；而
(b) 假使該成員沒有如此行事，該項決議便不會通過。
(4) 就第(3)款而言—
(a) 持有有關決議所關乎的股份的成員，不僅因為在就該項決議應否通過的問題上以投票方式
表決，才被視為行使該等股份所帶有的表決權，該成員就該項決議以投票以外的方式表
決，亦須視為行使該表決權；
(b) 有關公司的任何成員均可要求就該問題以投票方式表決；及
(c) 由成員的投票代表表決或提出要求以投票方式表決，等同由該成員親自表決或親自提出要
求。
(5) 如第(4)(b)款提述的以投票方式表決的要求遭拒絕，則有關特別決議不具有效力。
條： 247 更改獲授權合約 L.N. 163 of 2013 03/03/2014
(1) 非上市公司可同意更改根據第244條授權的合約，但該更改協議須事先獲特別決議授權。
(2) 對更改協議的授權，可藉特別決議更改、撤銷或不時重訂。
(3) 任何關於授予、更改、撤銷或重訂對更改協議的授權的特別決議，均受第248及249條規限。
條： 248 授權更改協議的決議︰披露更改的細節 L.N. 163 of 2013 03/03/2014
(1) 本條就關於授予、更改、撤銷或重訂第247條所指的更改協議的授權的特別決議而適用。
(2) 採用書面形式的建議更改協議的文本，或列明並非採用書面形式的建議更改協議的細節的備忘
錄，須以下述方式提供予有關成員—
(a) (如屬書面決議)在建議決議送交公司的所有成員之時或之前，將上述文本或備忘錄送交該
公司的每名成員；或
(b) (如屬建議在會議上通過的決議)在—
(i) 公司的註冊辦事處或在根據第657條訂立的規例訂明的地方，將上述文本或備忘錄提供
予公司成員查閱，為期不少於在該會議的日期結束的15日期間；及
(ii) 該會議上，將上述文本或備忘錄提供予公司成員查閱。
(3) 原有合約或備忘錄的文本，連同先前作出的任何更改，亦須按照第(2)款提供予成員。
(4) 第(2)款提述的備忘錄，須載有持有建議更改協議所關乎的股份的成員的姓名或名稱。
(5) 根據第(2)款提供的建議更改協議的文本，須附有一份備忘錄，指明任何沒有在該協議內出現的
上述姓名或名稱。
(6) 如本條的規定不獲遵守，則有關特別決議不具有效力。
條： 249 授權更改協議的決議︰行使表決權 L.N. 163 of 2013 03/03/2014
(1) 本條適用於關於授予、更改、撤銷或重訂第247條所指的更改協議的授權的特別決議。
(2) 如有關特別決議是以書面決議形式提出的，則就第12部第1分部第2次分部(書面決議)而言，持
有該項決議所關乎的股份的成員，就該等股份而言不屬合資格成員。
第 622 章 - 《公司條例》 89
(3) 如有關特別決議是建議在會議上通過的，則該項決議在下述情況下，不具有效力—
(a) 任何持有該項決議所關乎的股份的公司成員，行使該等股份所帶有的表決權；而
(b) 假使該成員沒有如此行事，該項決議便不會通過。
(4) 就第(3)款而言—
(a) 持有有關決議所關乎的股份的成員，不僅因為在就該項決議應否通過的問題上以投票方式
表決，才被視為行使該等股份所帶有的表決權，該成員就該項決議以投票以外的方式表
決，亦須視為行使該表決權；
(b) 有關公司的任何成員均可要求就該問題以投票方式表決；及
(c) 由成員的投票代表表決或提出要求以投票方式表決，等同由該成員親自表決或親自提出要
求。
(5) 如第(4)(b)款提述的以投票方式表決的要求遭拒絕，則有關特別決議不具有效力。
條： 250 不得轉讓回購本身股份的權利 L.N. 163 of 2013 03/03/2014
非上市公司在根據第244條獲授權的合約(根據第247條不時更改者)下所具有的權利，均不能轉讓。
條： 251 放棄回購本身股份的權利 L.N. 163 of 2013 03/03/2014
(1) 凡非上市公司訂立協議，放棄它在根據第244條獲授權的合約(根據第247條不時更改者)下的權
利，則除非該項協議的條款事先獲特別決議授權，否則該協議屬無效。
(2) 對放棄權利協議的授權，可藉特別決議更改、撤銷或不時重訂。
(3) 任何關於授予、更改、撤銷或重訂對放棄權利協議的授權的特別決議，均受第252及253條規
限。
條： 252 授權放棄權利的決議︰披露放棄的細節 L.N. 163 of 2013 03/03/2014
(1) 本條就關於授予、更改、撤銷或重訂第251條所指的放棄權利協議的授權的特別決議而適用。
(2) 採用書面形式的建議放棄權利協議的文本，或列明並非採用書面形式的建議放棄權利協議的細
節的備忘錄，須以下述方式提供予有關成員—
(a) (如屬書面決議)在建議決議送交公司的所有成員之時或之前，將上述文本或備忘錄送交該
公司的每名成員；或
(b) (如屬建議在會議上通過的決議)在—
(i) 公司的註冊辦事處或在根據第657條訂立的規例訂明的地方，將上述文本或備忘錄提供
予公司成員查閱，為期不少於在該會議的日期結束的15日期間；及
(ii) 該會議上，將上述文本或備忘錄提供予公司成員查閱。
(3) 原有合約或備忘錄的文本，連同先前作出的任何更改，亦須按照第(2)款提供予成員。
(4) 第(2)款提述的備忘錄，須載有持有建議放棄權利協議所關乎的股份的成員的姓名或名稱。
(5) 根據第(2)款提供的建議放棄權利協議的文本，須附有一份備忘錄，指明任何沒有在該協議內出
現的上述姓名或名稱。
(6) 如本條的規定不獲遵守，則有關特別決議不具有效力。
條： 253 授權放棄權利的決議︰行使表決權 L.N. 163 of 2013 03/03/2014
(1) 本條適用於關於授予、更改、撤銷或重訂第251條所指的放棄權利協議的授權的特別決議。
(2) 如有關特別決議是以書面決議形式提出的，則就第12部第1分部第2次分部(書面決議)而言，持
第 622 章 - 《公司條例》 90
有該項決議所關乎的股份的成員，就該等股份而言不屬合資格成員。
(3) 如有關特別決議是建議在會議上通過的，則該項決議在下述情況下，不具有效力—
(a) 任何持有該項決議所關乎的股份的公司成員，行使該等股份所帶有的表決權；而
(b) 假使該成員沒有如此行事，該項決議便不會通過。
(4) 就第(3)款而言—
(a) 持有有關決議所關乎的股份的成員，不僅因為在就該項決議應否通過的問題上以投票方式
表決，才被視為行使該等股份所帶有的表決權，該成員就該項決議以投票以外的方式表
決，亦須視為行使該表決權；
(b) 有關公司的任何成員均可要求就該問題以投票方式表決；及
(c) 由成員的投票代表表決或提出要求以投票方式表決，等同由該成員親自表決或親自提出要
求。
(5) 如第(4)(b)款提述的以投票方式表決的要求遭拒絕，則有關特別決議不具有效力。
條： 254 更改放棄回購本身股份的權利 L.N. 163 of 2013 03/03/2014
(1) 非上市公司可同意更改根據第251條授權的放棄權利協議，但該更改協議須事先獲特別決議授
權。
(2) 對更改協議的授權，可藉特別決議更改、撤銷或不時重訂。
(3) 任何關於授予、更改、撤銷或重訂對更改協議的授權的特別決議，均受第255及256條規限。
條： 255 授權更改放棄權利的決議︰披露更改的細節 L.N. 163 of 2013 03/03/2014
(1) 本條就關於授予、更改、撤銷或重訂第254條所指的更改協議的授權的特別決議而適用。
(2) 採用書面形式的建議更改協議的文本，或列明並非採用書面形式的建議更改協議的細節的備忘
錄，須以下述方式提供予有關成員—
(a) (如屬書面決議)在建議決議送交公司的所有成員之時或之前，將上述文本或備忘錄送交該
公司的每名成員；或
(b) (如屬建議在會議上通過的決議)在—
(i) 公司的註冊辦事處或在根據第657條訂立的規例訂明的地方，將上述文本或備忘錄提供
予公司成員查閱，為期不少於在該會議的日期結束的15日期間；及
(ii) 該會議上，將上述文本或備忘錄提供予公司成員查閱。
(3) 原有放棄協議或備忘錄的文本，連同先前作出的任何更改，亦須按照第(2)款提供予成員。
(4) 第(2)款提述的備忘錄，須載有持有建議更改協議所關乎的股份的成員的姓名或名稱。
(5) 根據第(2)款提供的建議更改協議的文本，須附有一份備忘錄，指明任何沒有在該協議內出現的
上述姓名或名稱。
(6) 如本條的規定不獲遵守，則有關特別決議不具有效力。
條： 256 授權更改放棄權利的決議︰行使表決權 L.N. 163 of 2013 03/03/2014
(1) 本條適用於關於授予、更改、撤銷或重訂第254條所指的更改協議的授權的特別決議。
(2) 如有關特別決議是以書面決議形式提出的，則就第12部第1分部第2次分部(書面決議) 而言，持
有該項決議所關乎的股份的成員，就該等股份而言不屬合資格成員。
(3) 如有關特別決議是建議在會議上通過的，則該項決議在下述情況下，不具有效力—
(a) 任何持有該項決議所關乎的股份的公司成員，行使該等股份所帶有的表決權；而
(b) 假使該成員沒有如此行事，該項決議便不會通過。
第 622 章 - 《公司條例》 91
(4) 就第(3)款而言—
(a) 持有有關決議所關乎的股份的成員，不僅因為在就該項決議應否通過的問題上以投票方式
表決，才被視為行使該等股份所帶有的表決權，該成員就該項決議以投票以外的方式表
決，亦須視為行使該表決權；
(b) 有關公司的任何成員均可要求就該問題以投票方式表決；及
(c) 由成員的投票代表表決或提出要求以投票方式表決，等同由該成員親自表決或親自提出要
求。
(5) 如第(4)(b)款提述的以投票方式表決的要求遭拒絕，則有關特別決議不具有效力。
部：
分部：
次分部：
5
4
6
為贖回及回購股份作出的付款 L.N. 163 of 2013 03/03/2014
條： 257 為贖回或回購作出的付款 L.N. 163 of 2013 03/03/2014
(1) 某公司如贖回或回購本身的股份，須在贖回或回購時為該等股份付款。
(2) 除第(3)及(4)款另有規定外，某公司可就贖回或回購本身的股份—
(a) 從該公司的可分派利潤中撥款作付款；
(b) 從為贖回或回購股份的目的而發行新股份所得收益中撥款作付款；或
(c) 按照本次分部從資本中撥款作付款。
(3) 上市公司不得就根據第239條在認可證券市場或在核准證券交易所回購本身的股份，從資本中撥
款作付款。
(4) 除第(3)款另有規定外，第(5)款提述的付款只可由公司—
(a) 從該公司的可分派利潤中撥款作出；或
(b) 按照本次分部從資本中撥款作出。
(5) 第(4)款適用於公司作出付款作為交換以下任何一項的代價—
(a) 該公司購入關於根據第4或5次分部回購本身股份的任何權利；
(b) 根據第5次分部授權的合約更改；或
(c) 解除該公司根據第4或5次分部回購本身的股份的任何責任，或更改該項解除。
條： 258 關於從資本中撥款作付款的特別決議 L.N. 163 of 2013 03/03/2014
(1) 除第257(3)條另有規定外，某公司可就贖回或回購本身的股份，按照本次分部藉特別決議從資
本中撥款作付款。
(2) 在不抵觸第263條的條文下，就贖回或回購股份而從資本中撥款作付款，須在有關特別決議的日
期後的5個星期之後並在該項決議的日期後的7個星期之前的期間內作出。
條： 259 關於從資本中撥款作付款的償付能力陳述 L.N. 163 of 2013 03/03/2014
(1) 公司所有董事須就從資本中撥款作付款一事，作出符合第2分部的償付能力陳述。
(2) 議決從資本中撥款作付款的特別決議，須在作出償付能力陳述的日期後的15日內通過。
(3) 如有關特別決議是以書面決議形式提出的，則償付能力陳述的文本須在該項決議送交公司成員
之時或之前，送交公司每名成員。
(4) 如有關特別決議是建議在會議上通過的，則須在該會議上，備有償付能力陳述的文本，供與會
第 622 章 - 《公司條例》 92
的成員查閱。
(5) 如第(3)或(4)款(視何者適用而定)不獲遵守，則有關特別決議不具有效力。
條： 260 特別決議︰行使表決權 L.N. 163 of 2013 03/03/2014
(1) 如關於從資本中撥款作付款的特別決議是以書面決議形式提出的，則就第12部第1分部第2次分
部(書面決議)而言，持有該項決議所關乎的股份的公司成員，就該等股份而言不屬合資格成
員。
(2) 如關於從資本中撥款作付款的特別決議是建議在會議上通過的，則該項決議在下述情況下，不
具有效力—
(a) 任何持有該項決議所關乎的股份的公司成員，行使該等股份所帶有的表決權；而
(b) 假使該成員沒有如此行事，該項決議便不會通過。
(3) 就第(2)款而言—
(a) 持有有關決議所關乎的股份的成員，不僅因為在就該項決議應否通過的問題上以投票方式
表決，才被視為行使該等股份所帶有的表決權，該成員就該項決議以投票以外的方式表
決，亦須視為行使該表決權；
(b) 有關公司的任何成員均可要求就該問題以投票方式表決；及
(c) 由成員的投票代表表決或提出要求以投票方式表決，等同由該成員親自表決或親自提出要
求。
(4) 如第(3)(b)款提述的以投票方式表決的要求遭拒絕，則有關特別決議不具有效力。
(5) 本條不適用於由上市公司按照第238條根據一項公開要約進行的回購股份。
條： 261 關於從資本中撥款作付款的公告 L.N. 163 of 2013 03/03/2014
(1) 如議決從資本中撥款作付款的特別決議獲通過，公司須於第(2)款指明的日期當日或之前，在憲
報刊登公告—
(a) 述明公司已批准從資本中撥款作付款；
(b) 指明該項付款的款額，以及該項特別決議的日期；
(c) 述明可在何處查閱該項特別決議及有關償付能力陳述；及
(d) 述明沒有同意或沒有表決贊成該項特別決議的公司成員或公司債權人，可在該項決議的日
期後的5個星期內，根據第263條向原訟法庭提出申請，要求撤銷該項決議。
(2) 上述日期是—
(a) 在有關特別決議通過的星期的下一個星期中的最後一個工作日；或
(b) (如(a)段所述的日期與有關特別決議通過的日期(不包括兩者在內)相距少於4 個辦公日)在
再下一個星期中的最後一個工作日。 例子—
1. 有關特別決議於某年的2月2日(星期四)通過。除星期六及星期日外，該年2月內所有其他日子均屬辦公日。在
該項特別決議通過的星期的下一個星期中的最後一個工作日是該年的2月10日(星期五)。2月2日與2月10日之
間共有5個辦公日。因此，有關公告須於該年的2月10日(星期五)或之前，在憲報刊登。
2. 有關特別決議於某年的3月30日(星期五)通過。該年的4月4日(星期三)及4月6日(星期五)均為公眾假期。該年
的4月2日(星期一)、4月3日(星期二)、4月5日(星期四)及4月13日(星期五)均屬辦公日。在該項特別決議通過
的星期的下一個星期中的最後一個工作日是4月5日(星期四)。3月30日與4月5日之間只有2個辦公日。因此，
有關公告須於在再下一個星期中的最後一個工作日(即該年的4月13日(星期五))或之前，在憲報刊登。
(3) 公司亦須在通過議決從資本中撥款作付款的特別決議的星期後的一個星期終結前—
(a) 在最少一份指明中文報章及最少一份指明英文報章上，刊登與第(1)款所指的公告的內容具
相同意思的公告；或
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(b) 向其每名債權人發出具該意思的書面通知。
(4) 如公司違反第(1)或(3)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款。
(5) 公司須在以下日期或之前，將償付能力陳述的文本交付處長登記—
(a) 公司根據第(1)款刊登有關公告的日期；或
(b) (如早於(a)段所指的日期)公司根據第(3)款首次刊登有關公告的日期，或首次向債權人發
出通知的日期。
(6) 如公司違反第(5)款，該公司及其每名責任人均屬犯罪，可各處第5級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$1000。
(7) 就第(2)款而言—
工作日 (working day) 指不是以下任何日子的日子— (a) 公眾假期；或
(b) 星期六；
辦公日 (business day) 指不是以下任何日子的日子— (a) 公眾假期；
(b) 星期六；或
(c) 《釋義及通則條例》(第1章)第71(2)條所界定的黑色暴雨警告日或烈風警告日。
條： 262 特別決議及償付能力陳述的查閱 L.N. 163 of 2013 03/03/2014
(1) 公司須確保議決從資本中撥款作付款的特別決議及就該項決議作出的償付能力陳述，備存於公
司的註冊辦事處，或備存於根據第657條訂立的規例訂明的地點，備存期間—
(a) 於—
(i) 公司根據第261(1)條刊登有關公告的日期開始；或
(ii) (如早於第(i)節所指的日期)公司根據第261(3)條首次刊登有關公告的日期，或首
次向債權人發出通知的日期開始；並
(b) 於該項特別決議的日期後的5個星期結束。
(2) 公司須准許其成員或債權人，在第(1)款所述期間，於辦公時間內，免費查閱有關特別決議及償
付能力陳述。
(3) 如公司違反第(1)或(2)款，該公司及其每名責任人均屬犯罪，可各處第5級罰款，如有關罪行是
持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$1000。
(4) 如公司違反第(2)款，原訟法庭可藉命令規定該公司准許有關的人作即時查閱。
條： 263 成員或債權人向原訟法庭提出申請 L.N. 163 of 2013 03/03/2014
(1) 除第(2)款另有規定外，在議決從資本中撥款作付款的特別決議的日期後的5個星期內，公司成
員或債權人可向原訟法庭提出申請，要求撤銷該項決議。
(2) 同意或表決贊成有關決議的成員，無權提出上述申請。
(3) 有權提出申請的人，可藉書面方式，委任他們當中的任何一人或多於一人，代表所有作出該項
委任的人提出申請。
(4) 如有人根據本條提出申請—
(a) 申請人須盡快將申請書送達有關公司；及
(b) 該公司須在申請書送達該公司的日期後的7日內，向處長發出關於該項申請的通知，該通知
須符合指明格式。
(5) 如公司違反第(4)(b)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款，如有關罪行是持
續的罪行，則可就該罪行持續期間的每一日，另各處罰款$300。
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條： 264 原訟法庭押後法律程序的權力 L.N. 163 of 2013 03/03/2014
(1) 原訟法庭如接獲根據第263條提出的申請，可將法律程序押後，好讓令原訟法庭滿意的安排得以
作出，以保障持異議的成員或持異議的債權人的權益。
(2) 原訟法庭可作出它認為合宜的指示及命令，以利便作出或執行任何上述安排。
條： 265 原訟法庭確認或撤銷特別決議的權力 L.N. 163 of 2013 03/03/2014
(1) 原訟法庭如接獲根據第263條提出的申請，須作出確認或撤銷有關的議決從資本中撥款作付款的
特別決議的命令，並可按其認為合適的條款及條件，作出該命令。
(2) 原訟法庭如確認有關特別決議，可藉命令更改或延展—
(a) 該項決議指明的任何日期或期間；或
(b) 本分部任何適用於該項決議、從資本中撥款作有關付款、有關贖回或回購股份的條文指明
的任何日期或期間。
(3) 如原訟法庭認為合適，有關命令可—
(a) 就公司回購其任何成員的股份及就公司股本據此減少一事，作出規定；
(b) 就保障公司的成員或債權人的權益，作出規定；
(c) 對公司的章程細則作出因上述規定而需作出的更改；
(d) 規定公司不得對其章程細則作出任何更改或任何指明的更改。
(4) 如原訟法庭的命令規定，公司不得對其章程細則作出任何更改或任何指明的更改，則公司無權
在未獲原訟法庭的許可下作出該更改。
(5) 原訟法庭根據本條具有的權力，不局限其根據第264 條具有的權力。
條： 266 公司將原訟法庭命令的文本交付處長 L.N. 163 of 2013 03/03/2014
(1) 公司須在原訟法庭作出第265條所指的命令後的15日內，或在原訟法庭命令的任何較長限期內，
將該命令的正式文本交付處長登記。
(2) 如公司違反第(1)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$300。
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一般條文 L.N. 163 of 2013 03/03/2014
條： 267 對購入本身股份的一般禁止 L.N. 163 of 2013 03/03/2014
(1) 除本條例有所規定外，公司不得以贖回、回購、認購或其他方式，購入本身的股份。
(2) 如公司違反第(1)款，下述的人即屬犯罪—
(a) 該公司；
(b) 該公司的每名責任人；及
(c) 明知而准許違反該條的該公司每名不售股成員(第705條所界定者)。
(3) 任何人犯第(2)款所訂的罪行—
(a) 一經循公訴程序定罪，可處罰款$1250000及監禁5年；或
(b) 一經循簡易程序定罪，可處罰款$150000及監禁12個月。
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(4) 除第236(4)條另有規定外及在第14部第2分部(對不公平地損害成員權益的補救)的規限下，公司
根據本分部進行的股份贖回或股份回購，不會僅因本分部不獲遵守而屬無效。
條： 268 不得贖回或回購未繳股款或部分已繳股款的股份 L.N. 163 of 2013 03/03/2014
公司不可贖回或回購本身的股份，但如股份屬已繳足款股份，則不在此限。
條： 269 贖回或回購股份的效力 L.N. 163 of 2013 03/03/2014
(1) 根據本分部贖回或回購的股份，須視為在贖回或回購時被註銷。
(2) 如公司在贖回或回購本身的股份時，是—
(a) 從資本中撥款贖回或回購的，則公司須減少其股本的款額；
(b) 從利潤中撥款贖回或回購的，則公司須減少其利潤的款額；或
(c) 從資本及利潤兩者中撥款贖回或回購的，則公司須按比例減少其股本及利潤的款額，
而減幅相等於該公司繳付的該等股份的價格的總額。
條： 270 贖回或回購股份申報表 L.N. 163 of 2013 03/03/2014
(1) 根據本分部贖回或回購任何股份的公司，須在該等股份交付該公司的日期後的15日內，將申報
表交付處長登記。
(2) 上述申報表—
(a) 須符合指明格式；
(b) 須就每一類別贖回或回購的股份，述明—
(i) 該等股份的數目；及
(ii) 該等股份交付該公司的日期；
(c) 須載有一項以緊接贖回或回購股份後的時間的狀況為準的股本說明，該說明須符合第201
條；
(d) 如屬由上市公司交付登記，則亦須就每一類別贖回或回購的股份述明—
(i) 就該等股份繳付的最高及最低價格；及
(ii) 該公司為該等股份繳付的總款額；及
(e) 在贖回或回購所需資金是從資本中撥出的情況下，亦須述明該項付款的詳情，包括付款日
期及款額。
(3) 在不同日期並根據不同合約交付公司的股份的細節，可載列於單一份申報表內。如有此情況，
根據第(2)(d)(ii)款規定須述明的款額，是該公司就該申報表所關乎的全部股份繳付的總款
額。
(4) 如公司違反第(1)款，該公司及其每名責任人均屬犯罪，可各處第6級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$2000。
條： 271 公司沒有贖回或回購股份的後果 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，則本條適用—
(a) 公司根據本分部發行可贖回股份；或
(b) 公司根據本分部同意回購任何本身的股份。
(2) 有關公司無需就其沒有贖回或沒有回購任何有關股份而承擔損害賠償的法律責任。
(3) 第(2)款不損害股份持有人的任何權利，但股份持有人就公司沒有贖回或沒有回購有關股份控告
第 622 章 - 《公司條例》 96
公司以申索損害賠償的權利除外。
(4) 如公司證明它不能就贖回或回購有關股份而從可分派利潤中撥款作付款，則法院不得發出命
令，強制公司履行贖回或回購該等股份的條款。
條： 272 公司沒有贖回或回購股份對清盤的影響 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，則本條適用—
(a) 公司—
(i) 根據本分部發行可贖回股份；或
(ii) 同意根據本分部回購任何本身的股份；
(b) 該公司清盤；及
(c) 在清盤展開時，仍有任何該等股份未贖回或未回購。
(2) 有關贖回或回購股份的條款，可針對公司強制執行。
(3) 在以下情況下，第(2)款不適用—
(a) 有關贖回或回購股份的條款訂定，贖回或回購該等股份的進行日期，是在清盤展開的日期
後；或
(b) 在—
(i) 於贖回或回購該等股份的日期開始；並
(ii) 於清盤展開之日結束，
的期間內，公司在任何時間均不能合法地就贖回或回購該等股份從可分派利潤中撥款作付
款。
(4) 股份在根據第(2)款贖回或回購時，即視為被註銷。
(5) 相對於公司根據第(2)款有法律責任就任何股份支付的款額，以下項目須優先支付—
(a) 公司的所有其他債項及債務(成員以成員身分被拖欠的債項及債務除外)；及
(b) (如其他股份附有權利(不論是關於資本或關於收入方面的權利)，而該等權利較該等股份所
附帶的關於資本的權利優先)為履行該等優先權利而須繳付的款額。
(6) 除第(5)款另有規定外，相對於須就履行成員作為成員的權利(不論是關於資本或關於收入方面
的權利)而支付予成員的款額，根據第(2)款須支付的款額，須優先支付。
(7) 如根據《公司(清盤及雜項條文)條例》(第32章)第264A條，公司債權人在公司償付所有其他債
項後，方有權收取任何利息，則就第(5)款而言，公司的債項及債務，包括支付該項利息的法律
責任。
條： 273 藉訂立規例作出變通的權力 L.N. 163 of 2013 03/03/2014
(1) 行政長官會同行政會議可訂立規例，就下述任何事項對本分部的任何條文作出變通—
(a) 公司回購本身的股份所需的授權；
(b) 公司放棄根據合約(包括待確定回購合約)回購本身的股份的權利所需的授權；及
(c) 公司就贖回或回購股份而交付處長的申報表須載有的資料。
(2) 根據本條訂立的規例須經立法會批准。
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條： 274 釋義 L.N. 163 of 2013 03/03/2014
(1) 在本分部中—
負債 (liabilities) 包括對為符合以下說明的債務或損失作出撥備屬合理地需要的被保留的款額— (a) 相當可能會招致的債務或損失；或
(b) 確定會招致但款額或產生日期仍未確定的債務或損失；
淨資產 (net assets) 就根據本分部提供資助的公司而言，指公司資產總額超出公司負債總額之數 (以緊接提供資助前公司的會計紀錄所述明的資產額及負債額計算)；
資助 (financial assistance) 指— (a) 藉饋贈而提供的資助；
(b) 以下述方式而提供的資助—
(i) 擔保、保證或彌償(就彌償人本身的疏忽或失責而作出的彌償除外)；或
(ii) 責任解除或寬免；
(c) 以下述方式而提供的資助—
(i) 貸款協議或任何其他協議，而根據該等協議，當於協議另一方的責任按照協議仍未履
行時，提供資助的人的責任須予履行；或
(ii) 第(i)節提述的貸款協議或其他協議的約務更替，或根據第(i)節提述的貸款協議
或其他協議而產生的權利轉讓；或
(d) 任何公司在以下情況下提供的任何其他資助—
(i) 公司淨資產會因提供該項資助而出現相當程度的減少；或
(ii) 該公司沒有淨資產。
(2) 在本分部中—
(a) 提述某人招致債務，包括該人藉訂立協議或安排(不論是否可強制執行，亦不論是否由該人
獨自或連同他人訂立)或藉任何其他方法，而改變該人的財務狀況；及
(b) 提述某公司為減少或解除某人因購入股份而招致的債務而提供資助，包括該公司為使該人
的財務狀況完全或部分回復至購入進行前的狀況而提供資助。
部：
分部：
次分部：
5
5
2
對為購入本身股份而提供資助的一般禁止 L.N. 163 of 2013 03/03/2014
條： 275 禁止為購入股份或為減少或解除因購入招致的債務而提供
資助
L.N. 163 of 2013 03/03/2014
(1) 除本分部有所規定外，如任何人正進行購入或正建議購入某公司的股份，在該項購入進行之前
或同時，該公司或其任何附屬公司不得為該項購入而直接或間接提供資助。
(2) 如—
(a) 某人已購入某公司的股份；而
(b) 任何人為該項購入而招致債務，
則除本分部有所規定外，該公司或其任何附屬公司不得為減少或解除該項債務，而直接或間接
第 622 章 - 《公司條例》 98
提供資助。
(3) 本條不適用於公司在以下情況下提供的資助︰該公司的控權公司是在香港以外地方成立為法團
的，而該公司提供資助的目的，是為購入該控權公司的股份，或為減少或解除為該項購入而招
致的債務。
(4) 如公司違反第(1)或(2)款，該公司及其每名責任人均屬犯罪，可各處罰款$150000及監禁12個
月。
條： 276 違反本分部不影響資助等的有效性 L.N. 163 of 2013 03/03/2014
如公司在違反本分部的情況下提供資助，則該項資助及與其有關連的任何合約或交易的有效性，不
得僅因該項違反而受影響。
部：
分部：
次分部：
5
5
3
禁止的例外情況 L.N. 163 of 2013 03/03/2014
條： 277 一般例外情況 L.N. 163 of 2013 03/03/2014
本分部並不禁止任何以下事宜—
(a) 公司的資產—
(i) 以合法派發股息的形式分派；或
(ii) 在該公司的清盤過程中分派；
(b) 紅股的配發；
(c) 公司股本按照第3分部減少；
(d) 按照第4分部進行的公司贖回或回購本身的股份；
(e) 按照第13部第2分部(安排及妥協)所指的法庭命令而作出的任何事情；
(f) 按根據《公司(清盤及雜項條文)條例》(第32章)第237條(清盤人接受股份等作為出售公司
財產的代價的權力)作出的安排而作出的任何事情；
(g) 根據一項由公司與其債權人訂立並因《公司(清盤及雜項條文)條例》(第32章)第254條(債
務償還安排何時對債權人有約束力)而對該等債權人具約束力的債務償還安排而作出的任何
事情。
條： 278 主要目的的例外情況 L.N. 163 of 2013 03/03/2014
如符合以下條件，本分部並不禁止公司為購入其股份或其控權公司的股份而提供資助，或為減少或
解除為該項購入而招致的債務而提供資助—
(a) 以下兩者其中之一—
(i) 該公司提供資助的主要目的，並非是為購入其股份或其控權公司的股份，亦非為減少
或解除為該項購入而招致的債務；或
(ii) 為購入該公司的股份或其控權公司的股份而提供資助，或為減少或解除為該項購
入而招致的債務而提供的資助，僅屬該公司某些其他較大目的之附帶部分；及
(b) 資助是真誠地為了該公司的利益而提供的。
第 622 章 - 《公司條例》 99
條： 279 貸款業務的例外情況 L.N. 163 of 2013 03/03/2014
在第282條的規限下，本分部並不禁止以借出款項為其通常業務一部分的公司在通常業務運作中借出
款項。
條： 280 僱員參股計劃的例外情況 L.N. 163 of 2013 03/03/2014
(1) 在第282條的規限下，本分部並不禁止—
(a) 公司真誠地為了該公司的利益，而為僱員參股計劃的目的提供資助；或
(b) 某公司(出資公司)為本身或與其同屬一個公司集團成員的另一公司為有關目的而作出的任 何事情而提供資助，或在與該等事情有關連的情況下提供資助，上述“有關目的”，是讓
出資公司或其控權公司的股份在以下人士之間進行的、涉及以下人士購入該等股份的實益
擁有權的交易得以進行，或利便該等交易進行—
(i) 正真誠地受僱於或曾真誠地受僱於出資公司或與其同屬一個公司集團成員的另一公司
的人；或
(ii) 第(i)節提述的人的配偶、遺孀、未亡夫或未成年子女。
(2) 在本條中—
子女 (children) 包括繼子女、非婚生子女及以香港法律承認的任何方式領養的子女； 未成年子女 (minor children) 指未滿18歲的子女； 僱員參股計劃 (employee share scheme) 指旨在鼓勵或利便由以下的人持有或為以下的人的利益而
持有公司股份的計劃—
(a) 正真誠地受僱於或曾真誠地受僱於該公司或與其同屬一個公司集團成員的另一公司的人；
或
(b) (a)段提述的人的配偶、遺孀、未亡夫或未成年子女。
條： 281 貸款給僱員的例外情況 L.N. 163 of 2013 03/03/2014
(1) 在第282條的規限下，本分部並不禁止公司為使其合資格的僱員能購入並以實益擁有權的方式持
有該公司或其控權公司的繳足股款的股份，而向該等僱員借出貸款。
(2) 在本條中—
子女 (child) 包括繼子女、非婚生子女及以香港法律承認的任何方式領養的子女； 合資格的僱員 (eligible employees) 就公司而言，指真誠地受僱於該公司而並非以下人士的人—
(a) 該公司的董事；
(b) 董事的配偶；
(c) 董事的未滿18歲的子女；
(d) 符合以下說明的信託(第280(2)條所界定的僱員參股計劃或退休金計劃除外)的受託人—
(i) 該項信託的受益人包括(a)、(b)或(c)段提述的人；或
(ii) 該項信託的條款授予受託人一項可為(a)、(b)或(c)段提述的人的利益而行使的權
力；或
(e) (a)、(b)或(c)段提述的人的合夥人或(d)段提述的受託人的合夥人。
條： 282 對上市公司的特別限制 L.N. 163 of 2013 03/03/2014
只有在符合以下條件的情況下，第279、280或281條才適用於上市公司—
(a) 該公司擁有沒有因提供有關資助而減少的淨資產；或
第 622 章 - 《公司條例》 100
(b) 該等資產因此而減少，而在減少的範圍內，有關資助是從可分派利潤中獲得提供的。
部：
分部：
次分部：
5
5
4
提供資助的授權 L.N. 163 of 2013 03/03/2014
條： 283 資助不得超過股東資金的5% L.N. 163 of 2013 03/03/2014
(1) 如符合以下條件，公司可為購入其股份或其控權公司的股份而提供資助，或為減少或解除為該
項購入而招致的債務而提供資助—
(a) 董事在提供該項資助前議決—
(i) 該公司應提供該項資助；
(ii) 提供該項資助符合該公司的最佳利益；及
(iii) 提供該項資助的條款及條件，對該公司而言屬公平及合理；
(b) 董事通過該項決議的同一日，表決贊成該項決議的董事就提供該項資助作出符合第2分部的
償付能力陳述；
(c) 該項資助加上任何其他根據本條提供但尚未償還的資助的總數，不超過該公司的已繳股本
及儲備(以公司最新經審計的財務報表內披露者為準)的5%；及
(d) 該項資助是在根據(b)段作出償付能力陳述的日期後的12個月內提供的。
(2) 董事根據第(1)(a)款通過的決議，須詳列他們對第(1)(a)(i)、(ii)及(iii)款提述的事宜所下
結論的理由。
(3) 在第(1)(c)款中，提述任何其他根據本條提供但尚未償還的資助，包括以擔保或保證的形式提
供的資助的款額，而在提供該資助時，公司是仍然就該擔保或保證負有法律責任。
(4) 公司須在根據本條提供資助後的15日內，向其每名成員送交根據第(1)(b)款作出的償付能力陳
述的文本，及載有下列資料的通知—
(a) 提供該項資助所關乎的股份的類別及數目；
(b) 已就或須就該等股份支付的代價；
(c) 獲得該項資助的人的姓名或名稱，如獲得資助的人是不同的人，該等股份的實益擁有人的
姓名或名稱；
(d) 該項資助的性質、條款及款額。
(5) 如公司違反第(4)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$300。
條： 284 經公司所有成員批准的資助 L.N. 163 of 2013 03/03/2014
(1) 如符合以下條件，公司可為購入其股份或其控權公司的股份而提供資助，或為減少或解除為該
項購入而招致的債務而提供資助—
(a) 董事在提供該項資助前議決—
(i) 該公司應提供該項資助；
(ii) 提供該項資助符合該公司的最佳利益；及
(iii) 提供該項資助的條款及條件，對該公司而言屬公平及合理；
(b) 董事通過該項決議的同一日，表決贊成該項決議的董事就提供該項資助作出符合第2分部的
償付能力陳述；
(c) 在提供該項資助之前，該公司所有成員藉書面決議批准提供該項資助；及
第 622 章 - 《公司條例》 101
(d) 該項資助是在根據(b)段作出償付能力陳述的日期後的12個月內提供的。
(2) 董事根據第(1)(a)款通過的決議，須詳列他們對第(1)(a)(i)、(ii)及(iii)款提述的事宜所下
結論的理由。
條： 285 藉普通決議而提供資助 L.N. 163 of 2013 03/03/2014
(1) 如符合以下條件，公司可為購入其股份或其控權公司的股份而提供資助，或為減少或解除為該
項購入而招致的債務而提供資助—
(a) 董事在提供該項資助前議決—
(i) 該公司應提供該項資助；
(ii) 提供該項資助符合該公司的最佳利益，並惠及該公司沒有接受該項資助的成員；
及
(iii) 提供該項資助的條款及條件，對該公司及該公司沒有接受該項資助的成員而言屬
公平及合理；
(b) 董事通過該項決議的同一日，表決贊成該項決議的董事就提供該項資助作出符合第2分部的
償付能力陳述；
(c) 該公司向其每名成員送交根據(b)段作出的償付能力陳述的文本，及載有下列資料的通知—
(i) 該項資助的性質及條款，及將會接受該項資助的人的姓名或名稱；
(ii) 如該項資助將會提供予另一人的代名人，該另一人的姓名或名稱；
(iii) 董事的決議的全文；
(iv) 對一名合乎常理的成員理解該項資助的性質及該項資助對公司和公司成員的影響
屬必要的進一步資料及解釋；
(d) 在提供該項資助前，已獲公司的決議批准提供該項資助；及
(e) 該項資助是在以下期間提供的—
(i) 根據(d)段通過決議的日期後的28日或之後；及
(ii) 於根據(b)段作出的償付能力陳述的日期後的12個月內。
(2) 上述通知及償付能力陳述的文本，須在建議第(1)(d)款所指的決議的日期前最少14日根據第
(1)(c)款送交每名成員，並可隨附於關於將會建議通過該決議的大會的通知。
(3) 儘管有第(1)(e)(i)款的規定，如有人就根據本條提供的資助而根據第286條向原訟法庭提出申
請，則除非原訟法庭另有命令，否則在該申請獲終局裁定前，不得提供該項資助。
(4) 董事根據第(1)(a) 款通過的決議，須詳列他們對第(1)(a)(i)、(ii)及(iii)款提述的事宜所下
結論的理由。
條： 286 向原訟法庭申請限制令 L.N. 163 of 2013 03/03/2014
(1) 在根據第285(1)(d)條通過提供資助的決議的日期後的28日內—
(a) 如有關公司是股份有限公司，佔該公司的股份持有人的總表決權最少5%的成員，可向原訟
法庭提出申請，尋求一項限制提供資助的命令；或
(b) 如有關公司是任何其他公司，佔該公司成員人數最少5%的成員，可向原訟法庭提出申請，
尋求一項限制提供資助的命令。
(2) 儘管有第(1)款的規定，同意或表決贊成有關決議的成員，無權提出上述申請。
(3) 有權提出申請的成員，可藉書面方式，委任他們當中的任何一人或多於一人，代表所有作出該
項委任的成員提出申請。
(4) 上述申請只可基於以下理由提出—
(a) 提供該項資助既非—
第 622 章 - 《公司條例》 102
(i) 符合該公司的最佳利益；亦非
(ii) 惠及該公司沒有接受該項資助的成員；或
(b) 提供該項資助的條款及條件，對—
(i) 該公司而言；及
(ii) 該公司沒有接受該項資助的成員而言，
並非公平及合理。
(5) 如有申請根據本條提出—
(a) 申請人須盡快將申請書送達有關公司；而
(b) 該公司須在申請書送達該公司的日期後的7日內，向處長發出關於該項申請的通知，該通知
須符合指明格式。
(6) 如公司違反第(5)(b) 款，該公司及其每名責任人均屬犯罪，可各處第3級罰款，如有關罪行是
持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$300。
條： 287 原訟法庭押後申請的權力 L.N. 163 of 2013 03/03/2014
(1) 原訟法庭如接獲根據第286 條提出的申請，可將法律程序押後，好讓令原訟法庭滿意的安排得
以作出，以保障持異議的成員的權益。
(2) 原訟法庭可作出它認為合宜的指示及命令，以利便作出或執行任何上述安排。
條： 288 原訟法庭確認或限制提供有關資助的權力 L.N. 163 of 2013 03/03/2014
(1) 原訟法庭如接獲根據第286 條提出的申請，須作出確認或限制提供有關資助的命令，並可按其
認為合適的條款及條件作出該命令。
(2) 原訟法庭如確認提供資助，可藉命令更改或延展—
(a) 董事根據第285(1)(a)條通過的決議或公司根據第285(1)(d)條通過的決議指明的任何日期
或期間；或
(b) 本分部中任何適用於提供資助的條文指明的任何日期或期間。
(3) 如原訟法庭認為合適，有關命令可—
(a) 就公司回購其任何成員的股份及就公司股本據此減少一事，作出規定；
(b) 對公司的章程細則作出因上述規定而需作出的更改；
(c) 規定公司不得對章程細則作出任何更改或任何指明的更改。
(4) 如原訟法庭的命令規定，公司不得對其章程細則作出任何更改或任何指明的更改，則公司無權
在未獲原訟法庭的許可下作出該更改。
(5) 原訟法庭根據本條具有的權力，不局限其根據第287條具有的權力。
條： 289 公司將原訟法庭命令的文本交付處長 L.N. 163 of 2013 03/03/2014
(1) 公司須在原訟法庭作出第288條所指的命令後的15 日內，或在原訟法庭命令的任何較長限期
內，將該命令的正式文本交付處長登記。
(2) 如公司違反第(1)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$300。
部： 6 利潤及資產的分派 L.N. 163 of 2013 03/03/2014
(*格式變更─2013年第1號編輯修訂紀錄)
第 622 章 - 《公司條例》 103
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* 第6部的格式已按現行法例樣式更新。
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導言 L.N. 163 of 2013 03/03/2014
條： 290 釋義 L.N. 163 of 2013 03/03/2014
(1) 在本部中—
已催繳股本 (called up share capital) 就公司而言，指該公司的股本中相等於已催繳股款的總額 (不論該等已催繳股款是否已獲繳付)的部分，連同—
(a) 未催繳而已繳付的股本；及
(b) 根據章程細則、有關股份的配發條款或任何其他關於繳付該等股份的股款的安排而須在一
個指明的未來日期繳付的任何股本，
而未催繳股本 (uncalled share capital) 須據此理解； 不可分派的儲備 (undistributable reserves) 就公司而言—
(a) 除第(2)款另有規定外，指該公司以往尚未透過資本化運用的累積未實現利潤，超出該公司
以往尚未因股本減少或股本重組而沖銷的累積未實現虧損的款額；或
(b) 指任何條例(本部除外)或該公司的章程細則禁止該公司分派的任何其他儲備；
分派 (distribution) 指每一種將公司的資產分派(不論是否採用現金形式)予其成員的行動，但不 包括—
(a) 以發行全部或部分繳付股款的紅股的形式，發行股份；
(b) 按照第5部第4分部從資本(包括發行新股份所得收益)或未實現利潤中，撥款贖回或回購公
司的任何股份；
(c) 藉終絕或減低任何成員就公司的未繳股本所關乎的股份承擔的法律責任，或藉退還已繳股
本，從而減少股本；
(d) 於公司清盤時，將資產分派予成員；或
(e) 公司根據第283、284或285條向成員提供資助；
財務項目 (financial items) 指以下所有項目— (a) 利潤、虧損、資產及負債；
(b) 準備金；
(c) 股本及儲備(包括不可分派的儲備)；
淨資產 (net assets) 就公司而言，指將該公司的資產總額減去其負債總額後得出的款額； 資本化 (capitalization) 就公司的利潤而言，指以下任何一項行動(不論在何時進行) —
(a) 將該利潤用作繳付該公司的未發行股份的全部或部分股款，而該股份是會以全部或部分繳
付股款的紅股的形式，配發予該公司的成員的；
(b) 將該利潤撥入股本；
資助 (financial assistance) 具有第274(1)條給予該詞的涵義。 (2) 在第(1)款不可分派的儲備的定義的(a)段中，提述資本化，不包括於1991 年9 月1 日當日或之
後將公司的利潤撥入其資本贖回儲備。
(3) 在本部中—
(a) 提述任何特定種類的利潤，即提述在任何時間產生的該種利潤；及
(b) 提述任何特定種類的虧損，即提述在任何時間產生的該種虧損。
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(4) 就本部而言，如根據第302條藉參照某財務報表述明的財務項目釐定分派的款額，並依據該項釐
定作出有關分派，則該財務報表即屬參照財務報表。
條： 291 已實現利潤及虧損 L.N. 163 of 2013 03/03/2014
(1) 在本部中，提述公司的已實現利潤或已實現虧損，即提述該公司的利潤或虧損中，按照在董事
擬備財務報表時普遍接受的關於為會計目的而釐定已實現利潤或已實現虧損的原則，屬為該報
表的目的視為已實現利潤或已實現虧損者。
(2) 如根據某特定條文(不論是否在任何條例中出現)，某種類的利潤或虧損視為已實現者，第(1)款
不影響該條文。
(3) 公司的董事如在作出一切合理查究後，仍未能斷定在1991年9月1日前產生的某項利潤或虧損，
是否屬已實現利潤或已實現虧損，則可為本部的目的，將該項利潤視為已實現利潤，及將該項
虧損視為未實現虧損。
條： 292 某些款額須視為已實現利潤或虧損 L.N. 163 of 2013 03/03/2014
(1) 就本部而言，不屬第(2)款指明的款額的準備金，須視為已實現虧損。
(2) 上述款額，即藉為下述事宜提供準備而予以沖銷或保留的款額—
(a) 在重估公司所有固定資產的價值時出現的固定資產減值；或
(b) 在重估公司除商譽以外的所有固定資產的價值時出現的固定資產減值。
(3) 為施行第(2)款，如有以下情況，則董事在某特定時刻就某固定資產的價值作出的考慮，須視為
重估該資產的價值—
(a) 有關公司是上市公司，而第(4)(a)及(b)款指明的條件獲符合；或
(b) 有關公司不是上市公司，而—
(i) 有關參照財務報表是第304條指明的財務報表，且第(4)(a)及(b)款指明的條件獲符
合；或
(ii) 有關參照財務報表是第305或306條指明的財務報表，且第(4)(a)款指明的條件獲
符合。
(4) 上述條件為—
(a) 董事信納在有關時刻，公司的固定資產的總值，不少於有關財務報表當其時述明的該等資
產的總額；及
(b) 有關參照財務報表的附註述明—
(i) 董事已對該公司的固定資產的價值作出考慮，但並無實際上重估該等資產的價值；
(ii) 董事信納在作出上述考慮時，該等資產的總值，不少於有關財務報表當其時述明
的該等資產的總額；及
(iii) 據此，憑藉本款，有關款額在該公司的固定資產的價值須視為已在該時刻被重估
的基礎上，在有關參照財務報表內述明。
(5) 就本部而言，如—
(a) 在重估固定資產的價值時，顯示有未實現利潤產生；及
(b) 在作出價值重估時或之後，有一筆款項就該固定資產在某段期間的折舊而沖銷或保留，
則該筆款項超出關乎該資產在該段期間的折舊的預計款項的款額，須視為在該段期間產生的已
實現利潤。
(6) 在為第(5)款的目的斷定公司就某資產是否有利潤或虧損時，如—
(a) 並無該資產的原來成本的紀錄；或
(b) 無法在不承受不合理支出或不合理延誤的情況下，取得該資產的原來成本的紀錄，
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則在該公司取得該資產時或之後所備有的關於該資產的價值的最早紀錄中記載的該資產的價
值，須視為該資產的成本。
(7) 在第(5)款中—
預計款項 (projected sum) 就固定資產的折舊而言，指假使沒有重估該資產的價值則本應會就折舊 而沖銷或保留的款項。
(8) 就本條而言，公司的資產如擬在該公司的活動中持續使用，或因其他原因而為該公司的活動的
目的持續持有，須視為固定資產。
條： 293 關乎經營長期業務的保險公司的某些款額須視為已實現利
潤或虧損
L.N. 163 of 2013 03/03/2014
(1) 本條適用於屬保險人並且經營長期業務的公司。
(2) 就本部而言—
(a) 從公司就長期業務而維持的基金的盈餘中，恰當地撥入該公司的全面收益表的款額，須視
為已實現利潤；及
(b) 該基金的赤字須視為已實現虧損。
(3) 在不抵觸第(2)款的條文下，為施行本部，公司的長期業務所產生的利潤或虧損須不予理會。
(4) 在本條中—
(a) 提述公司維持的基金的盈餘，即提述經精算調查後得出的、代表該基金的資產超出可歸因
於其長期業務的負債的款額；及
(b) 提述該基金的赤字，即提述經精算調查後得出的該負債超出該資產的款額。
(5) 在本條中—
長期業務 (long term business) 具有《保險公司條例》(第41章)第2(1)條給予該詞的涵義； 保險人 (insurer) 具有《保險公司條例》( 第41章)第2(1)及(2)條給予該詞的涵義； 精算調查 (actuarial investigation) 指—
(a) 根據《保險公司條例》(第41章)第18條進行的調查；或
(b) 依據一項根據該條例第32條施加的規定進行的調查。
條： 294 以實物形式分派︰某些款額須視為已實現利潤 L.N. 163 of 2013 03/03/2014
如公司作出屬或包含非現金資產的分派，而有關參照財務報表述明的該資產款額當中某部分是代表
未實現利潤的，則為斷定該項按照本部作出的分派(不論是在作出該項分派之前或之後斷定)的合法
性的目的，該部分款額須視為已實現利潤。
條： 295 本部的適用範圍 L.N. 163 of 2013 03/03/2014
(1) 本部就在本部的生效日期*當日或之後作出的分派而適用，但第(2)款指明的分派則不包括在
內。
(2) 上述不包括在內的分派即符合以下說明的分派︰假使本部就該項分派而適用的話，則會根據第
302條釐定分派的款額，而該項釐定，是藉參照關乎在本部的生效日期*前開始的財政年度或期
間的財務報表所述明的財務項目而作出的。
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* 生效日期：2014年3月3日。
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條： 296 保留其他對分派的限制 L.N. 163 of 2013 03/03/2014
如任何條例、法律規則或公司章程細則的條文，對可撥作分派的款項或對可作出分派的情況加以限
制，本部並不影響該條例、法律規則或條文。
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禁止和限制 L.N. 163 of 2013 03/03/2014
條： 297 禁止某些分派 L.N. 163 of 2013 03/03/2014
(1) 公司只可從可供分派的利潤中撥款作出分派。
(2) 就本條而言，公司可供分派的利潤，是將公司以往尚未透過分派或資本化運用的累積已實現利
潤，減去以往尚未因股本減少或股本重組而沖銷的累積已實現虧損的款額。
條： 298 上市公司只可作出某些分派 L.N. 163 of 2013 03/03/2014
(1) 上市公司只可在下述條件均獲符合的情況下作出分派—
(a) 其淨資產款額不少於其已催繳股本及不可分派的儲備的總額；及
(b) 作出該項分派，不會使該等資產的款額減至少於該總額，而該項分派亦以此為限。
(2) 上市公司不得為根據本條釐定其淨資產款額的目的，而將未催繳股本作為資產計入。
條： 299 運用未實現利潤的限制 L.N. 163 of 2013 03/03/2014
公司不得將未實現利潤運用於支付債權證款項，或運用於支付其已發行股份的任何未付款額。
條： 300 財政司司長可就投資公司變通或豁免條文 L.N. 163 of 2013 03/03/2014
(1) 財政司司長可應投資公司的申請—
(a) 就該公司而對第297、298或299條所訂的禁止或限制予以變通；或
(b) 豁免該公司使其無須受任何上述禁止或限制所規限。
(2 財政司司長在根據第(1)款作出變通或批予豁免時，可規定該變通或豁免須受其認為合適的條款
及條件規限。
(3) 在本條中—
投資公司 (investment company) 指符合以下說明的上市公司：其主要業務，是將其資金投資於證 券、土地或其他資產上，而目的是—
(a) 分散投資風險；及
(b) 將管理該等資產所得成果的利益給予其成員。
條： 301 不合法分派的後果 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，則本條適用—
(a) 公司在違反—
(i) 第297、298或299條；或
(ii) 經第300條變通的上述條文所訂的禁止或限制，
的情況下，向該公司其中一名成員作出分派或部分分派；及
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(b) 在該項分派作出時，該成員知道或有合理理由相信，該項分派或該部分分派(視屬何情況而
定)是在違反上述條文或經變通的禁止或限制的情況下作出的。
(2) 如有關分派是以現金形式作出的，則有關成員有法律責任向公司付還該項分派或該部分分派(視
屬何情況而定)所派出的款項。
(3) 如有關分派是以現金以外的形式作出的，則有關成員有法律責任向公司支付一筆款項，其款額
須相等於該項分派或該部分分派(視屬何情況而定)所派出的資產在分派時的價值。
(4) 本條不影響在其他情況下施加於公司成員的、要求該成員向該公司付還不合法地分派予該成員
的資產的法律責任。
(5) 本條不就以下事宜而適用—
(a) 公司就贖回或回購本身的股份而作出的任何付款；或
(b) 公司在違反第275條的情況下提供的資助。
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第2 分部的補充條文 L.N. 163 of 2013 03/03/2014
條： 302 藉參照公司的財務報表而提供分派的依據 L.N. 163 of 2013 03/03/2014
可在不違反第297、298或299條或經第300條變通的上述條文所訂的禁止或限制的情況下分派的款
額，須藉參照第4分部指明的財務報表述明的財務項目而釐定。
條： 303 相繼分派 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 公司建議依據藉參照某財務報表述明的財務項目作出的釐定，作出分派；及
(b) 公司—
(i) 曾依據藉參照該財務報表述明的財務項目作出的釐定，作出一次或多於一次分派；或
(ii) 在擬備該財務報表後，曾向某人給予第(3) 款指明的資助，或曾作出第(4) 款指
明的付款。
(2) 為釐定可建議在不違反第297、298 或299 條或經第300 條變通的上述條文所訂的禁止或限制的
情況下分派的款額的目的，第302 條適用，猶如建議分派的款額是以過往的分派、資助及其他
付款的款額為加幅而增加一樣。
(3) 有關資助是—
(a) 公司從其可分派利潤中撥款提供的資助；或
(b) 符合以下說明的資助—
(i) 由公司在違反第5 部第5 分部的情況下提供的；及
(ii) 提供該資助，會減少公司的淨資產或增加公司的淨負債。
(4) 有關付款是—
(a) 公司就回購本身的股份而作出的付款(不是從可分派利潤撥款作出的合法付款除外)；或
(b) 公司作出的屬第257(5)條指明的任何種類的付款(不是從可分派利潤撥款作出的合法付款除
外)。
(5) 在本條中—
負債 (liabilities) 具有第274(1)條給予該詞的涵義； 淨負債 (net liabilities) 就提供資助的公司而言，指公司負債總額超出公司資產總額之數(以緊
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接提供資助前公司的會計紀錄所述明的資產額及負債額計算)；
淨資產 (net assets) 就提供資助的公司而言，指公司資產總額超出公司負債總額之數(以緊接提供 資助前公司的會計紀錄所述明的資產額及負債額計算)。
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指明財務報表 L.N. 163 of 2013 03/03/2014
條： 304 為第302條的目的而指明的對上周年財務報表 L.N. 163 of 2013 03/03/2014
(1) 除第305及306條另有規定外，為第302條的目的而指明的財務報表，即符合第(2)、(3)、(4)、
(5)及(6)款的董事就對上的財政年度擬備的財務報表。
(2) 上述財務報表須屬—
(a) 已根據第429(1)條在成員大會上提交公司省覽者；或
(b) 已根據第430(3)條送交每名成員者。
(3) 上述財務報表須—
(a) 是按照第9部第4分部第3次分部妥為擬備；或
(b) 是按照第9部第4分部第3次分部妥為擬備，但只就為第(8)款指明的目的屬無關重要的事宜
除外。
(4) 公司核數師須已根據第405條擬備有關財務報表的報告。
(5) 如核數師沒有在有關核數師報告內給予無保留意見，指出財務報表是遵照本條例妥為擬備的，
則該核數師須已作出書面陳述，述明該核數師認為該報告對之有所保留的事宜，就第(8)款指明
的目的而言是否事關重要的。
(6) 第(5)款所指的書面陳述—
(a) 可在作出報告的時間或其後作出；及
(b) 須在成員大會上提交公司省覽，或送交根據第430(3)條獲送交核數師報告的每名成員。
(7) 第(5)款所指的書面陳述，就該陳述所關乎的已建議的分派的目的而言，即屬足夠。如該書面陳
述關乎任何特定種類的分派，則就該種類分派所包含的某項分派而言，即使在作出該陳述時尚
未建議該項分派，該陳述亦屬足夠。
(8) 為第(3)及(5)款而指明的目的，是藉參照有關財務報表述明的財務項目而斷定有關分派是否違
反第297、298或299條或經第300條變通的上述條文所訂的禁止或限制的目的。
條： 305 為第302條的目的而指明的臨時財務報表 L.N. 163 of 2013 03/03/2014
(1) 本條在以下情況下適用：假使可予分派的款額是藉參照第304條指明的財務報表述明的財務項目
而斷定的，該項分派便會違反第297、298 或299條或經第300條變通的上述條文所訂的禁止或限
制。
(2) 為第302條的目的而指明的財務報表，是符合以下說明的公司財務報表—
(a) 如屬上市公司—
(i) 對使人能夠就財務項目的款額作出合理判斷屬必需的；及
(ii) 第(3)、(5)及(6)款就該財務報表而獲符合；或
(b) 如屬任何其他公司，對使人能夠就財務項目的款額作出合理判斷屬必需的。
(3) 在第(4)款的規限下，有關財務報表須—
(a) 是按照第9部第4分部第3次分部妥為擬備的；或
(b) 是按照第9部第4分部第3次分部妥為擬備的，但只就為藉參照該財務報表述明的財務項目而
第 622 章 - 《公司條例》 109
斷定有關分派是否違反第297、298或299條或經第300條變通的上述條文所訂的禁止或限制
的目的屬無關重要的事宜除外。
(4) 第(3)款所指的財務報表須按照第9部第4分部第3次分部妥為擬備的規定，在應用於不是就一個
財政年度擬備的財務報表時，須因應該財務報表不是就一個財政年度擬備這一事實而作出必需
的變通。
(5) 屬有關財務報表的組成部分的財務狀況表—
(a) 須經董事批准；
(b) 須由2名董事代表該等董事簽署；及
(c) 須述明代表該等董事簽署該財務狀況表的董事的姓名。
(6) 財務報表的文本須已向處長交付登記。
條： 306 為第302 條的目的而指明的初步財務報表 L.N. 163 of 2013 03/03/2014
(1) 如有關分派是擬於任何財務報表根據第429(1)條在成員大會上提交公司省覽前或根據第430(3)
條送交每名成員前宣布的，則為第302條的目的而指明的財務報表，是符合以下說明的公司財務
報表—
(a) 如屬上市公司—
(i) 對使人能夠就財務項目的款額作出合理判斷屬必需的；及
(ii) 第(2)、(4)、(5)、(6)及(7)款就該財務報表而獲符合；或
(b) 如屬任何其他公司，對使人能夠就財務項目的款額作出合理判斷屬必需的。
(2) 在第(3)款的規限下，有關財務報表須—
(a) 是按照第9部第4分部第3次分部妥為擬備的；或
(b) 是按照第9部第4分部第3次分部妥為擬備的，但只就為第(8)款指明的目的而言屬無關重要
的事宜除外。
(3) 第(2)款所指的財務報表須按照第9部第4分部第3次分部妥為擬備的規定，在應用於不是就一個
財政年度擬備的財務報表時，須因應該財務報表不是就一個財政年度擬備這一事實而作出必需
的變通。
(4) 屬有關財務報表的組成部分的財務狀況表—
(a) 須經董事批准；
(b) 須由2名董事代表該等董事簽署；及
(c) 須述明代表該等董事簽署該財務狀況表的董事的姓名。
(5) 公司核數師須已擬備有關財務報表的報告，述明該核數師認為該財務報表是否符合第(2)(a)
款。
(6) 如核數師沒有在有關核數師報告內給予無保留意見，指出財務報表是符合第(2)(a)款的，則該
核數師須已作出書面陳述，述明該核數師認為該報告對之有所保留的事宜，就第(8)款指明的目
的而言是否事關重要的。
(7) 財務報表的文本、財務報表的核數師報告的文本及第(6)款所指的書面陳述的文本須已向處長交
付登記。
(8) 為第(2)及(6)款而指明的目的，是藉參照有關財務報表述明的財務項目而斷定有關分派是否違
反第297、298或299條或經第300條變通的上述條文所訂的禁止或限制的目的。
部： 7 債權證 L.N. 163 of 2013 03/03/2014
(*格式變更─2013年第1號編輯修訂紀錄)
__________________________________________________________________________
第 622 章 - 《公司條例》 110
註：
* 第7部的格式已按現行法例樣式更新。
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導言 L.N. 163 of 2013 03/03/2014
條： 307 釋義 L.N. 163 of 2013 03/03/2014
在本部中—
登記支冊 (branch register) 指根據第312條備存的登記支冊； 債權證 (debenture) 就公司而言—
(a) 包括該公司的債券及任何其他債務證券(不論該等債券及債務證券是否構成對該公司資產的
押記)；及
(b) 除在第308、311(2)(a)、312及331(1)(a)條及第3及4分部外，包括債權股證；
債權證持有人登記冊 (register of debenture holders) 指根據第308條備存的登記冊。
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債權證持有人登記冊 L.N. 163 of 2013 03/03/2014
條： 308 債權證持有人登記冊 L.N. 163 of 2013 03/03/2014
(1) 如公司發行一系列不可藉交付而轉讓的債權證，或任何不可藉交付而轉讓的債權股證，該公司
須備存一份該等債權證持有人或該等債權股證持有人的登記冊，該登記冊須以中文或英文備
存。
(2) 公司須將以下詳情記入債權證持有人登記冊—
(a) 每名債權證或債權股證持有人的姓名或名稱及地址；
(b) 每名持有人持有的債權證或債權股證的款額；
(c) 每人作為債權證或債權股證持有人而記入該登記冊的日期；及
(d) 任何人不再是債權證或債權股證持有人的日期。
(3) 如公司違反第(1)或(2)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是
持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
條： 309 須於何處備存登記冊 L.N. 163 of 2013 03/03/2014
(1) 公司須將其債權證持有人登記冊備存於—
(a) 該公司的註冊辦事處；或
(b) 根據第657條訂立的規例所訂明的地方。
(2) 公司須將有關債權證持有人登記冊備存所在的地方，通知處長。該通知須符合指明格式，並須
在該登記冊首次在該地方備存後的15日內，交付處長登記。
(3) 凡債權證持有人登記冊備存所在的地方有任何更改( 公司的註冊辦事處地址的更改除外)，公司
須將更改通知處長。該通知須符合指明格式，並須在該更改後的15日內，交付處長登記。
(4) 第(2)款並不規定公司在以下情況下，將債權證持有人登記冊備存所在的地方通知處長—
(a) 就於本分部的生效日期*當日或之後開始存在的登記冊而言，該登記冊時刻備存於該公司的
註冊辦事處；或
第 622 章 - 《公司條例》 111
(b) 在—
(i) 緊接該生效日期*前，該公司為《前身條例》第74A條的施行而備存某登記冊；而
(ii) 該生效日期*當日及之後，該登記冊為第308(1)條的施行而備存於在緊接該生效日
期*前備存該登記冊所在的地方，作為債權證持有人登記冊。
(5) 如公司違反第(1)、(2)或(3)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關
罪行是持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
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註﹕
* 生效日期：2014年3月3日。
條： 310 查閱及要求文本的權利 L.N. 163 of 2013 03/03/2014
(1) 公司的成員一經以訂明方式提出要求，即有權按照根據第657條訂立的規例，免費查閱該公司的
債權證持有人登記冊。
(2) 任何在有關登記冊內登記為有關公司的債權證持有人的人，一經以訂明方式提出要求，即有權
按照根據第657條訂立的規例，免費查閱該登記冊。
(3) 任何其他人一經以訂明方式提出要求及繳付訂明費用，均有權按照根據第657條訂立的規例，查
閱有關登記冊。
(4) 任何人一經提出要求及繳付訂明費用，均有權按照根據第657條訂立的規例，獲提供某公司的債
權證持有人登記冊(或其任何部分)的文本。
(5) 公司債權證持有人或公司所有債權證持有人的受託人，一經提出要求及繳付訂明費用，均有權
按照根據第657條訂立的規例，獲提供保證該等債權證的發行的任何信託契據或任何其他文件的
文本。
(6) 在本條中—
訂明 (prescribed) 指根據第657條訂立的規例所訂明。
條： 311 閉封債權證持有人登記冊的權力 L.N. 163 of 2013 03/03/2014
(1) 公司可在按照第(2)款發出通知後，將其債權證持有人登記冊或該登記冊的任何部分，閉封一段
或多於一段期間，但在任何一年之中，閉封期合計不得超過30日。
(2) 第(1)款所指的通知—
(a) 如由有第308(1)條所述的債權證或債權股證在認可證券市場上市的公司發出，則—
(i) 須按照適用於該證券市場的《上市規則》發出；或
(ii) 須藉在一份於香港廣泛流通的報章上的廣告發出；及
(b) 如由任何其他公司發出，則須藉在一份於香港廣泛流通的報章上的廣告發出。
(3) 就任何一年而言，第(1)款所述的30日期間，可藉以下方法延長：在該年為有關目的而召開的會
議上，在親自出席或由代表出席(如准許代表出席會議)的債權證持有人中佔該等債權證價值多
數者所通過的決議；或按照保證該等債權證的發行的信託契據或任何其他文件。
(4) 第(1)款所述的30日期間，不得在任何年度延長一段超過30日的額外期間，或多於一段合計超過
30日的額外期間。
(5) 如有人尋求查閱根據本條閉封的登記冊或登記冊的任何部分，而該人提出要求，有關公司須應
有關要求，提供由該公司的公司秘書簽署的證明書，述明該登記冊或該登記冊部分被閉封的期
間，以及述明誰人授權閉封。
(6) 如公司違反第(5)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款。
第 622 章 - 《公司條例》 112
條： 312 債權證持有人登記支冊 L.N. 163 of 2013 03/03/2014
(1) 公司如在香港以外地方，發行一系列不可藉交付而轉讓的債權證，或任何該等債權股證，而該
公司的章程細則批准它在當地備存居於當地的債權證持有人或債權股證持有人的登記支冊，則
它可安排於當地備存該登記支冊。
(2) 開始備存登記支冊的公司，須在如此行事後的15日內，將符合指明格式的通知交付處長登記，
該通知須述明備存該登記支冊所在的地址。
(3) 備存登記支冊的公司，須在備存該登記支冊所在的地址有所更改後的15日內，就更改該地址一
事，將符合指明格式的通知，交付處長登記。
(4) 如公司違反第(2)或(3)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是
持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
條： 313 備存登記支冊 L.N. 163 of 2013 03/03/2014
(1) 登記支冊的備存方式，須等同於按本條例規定的備存有關公司的債權證持有人登記冊(登記主 冊)的方式。
(2) 於某地方備存登記支冊的公司，可按根據第311條閉封有關登記主冊的同樣方式，閉封該登記支
冊，但該條所述的廣告，須於在該地方廣泛流通的報章上刊登。
(3) 備存登記支冊的公司—
(a) 須安排於備存該公司的登記主冊所在的地方，備存該登記支冊的複本；及
(b) 須於在該登記支冊作出記項後15日內—
(i) 將該記項的文本，傳轉至其註冊辦事處；及
(ii) 更新該登記支冊的複本。
(4) 就本條例的所有目的而言，登記支冊的複本，須視為登記主冊的一部分。
(5) 在本條例條文的規限下，公司可藉其章程細則，就備存登記支冊的事宜，訂立它認為合適的條
文。
(6) 如公司違反第(3)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
條： 314 在登記支冊內登記的債權證的交易 L.N. 163 of 2013 03/03/2014
(1) 在某公司的登記支冊內登記的債權證，須與在該公司的債權證持有人登記冊內登記的債權證有
所區分。
(2) 關於在某登記支冊內登記的任何債權證的交易，在該項登記持續有效期間，不得在任何其他登
記冊內登記。
條： 315 中止登記支冊 L.N. 163 of 2013 03/03/2014
(1) 公司可中止登記支冊。
(2) 如某公司中止登記支冊，該登記支冊的所有記項，均須轉移至—
(a) 該公司在香港以外的同一地方備存的另一登記支冊；或
(b) 該公司的債權證持有人登記冊。
(3) 如某公司中止登記支冊，該公司須在如此行事後的15日內，將符合指明格式的通知交付處長登
記，告知處長以下事項—
(a) 中止該登記支冊；及
第 622 章 - 《公司條例》 113
(b) 有關記項轉移至的登記冊。
(4) 如公司違反第(3)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
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債權證或債權股證的配發 L.N. 163 of 2013 03/03/2014
條： 316 配發申報書 L.N. 163 of 2013 03/03/2014
(1) 公司須在債權證或債權股證配發後的一個月內，將符合第(2)款的配發申報書交付處長登記。
(2) 申報書—
(a) 須符合指明格式；及
(b) 須述明—
(i) 所配發的債權證或債權股證的款額；
(ii) 每名獲配發者的姓名或名稱及地址；
(iii) 該等債權證或債權股證的配發日期；及
(iv) 該等債權證或債權股證的贖回日期。
(3) 如公司違反第(1)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
(4) 如公司沒有在債權證或債權股證配發後的一個月內，交付符合第(2)款的申報書，原訟法庭可應
該公司或其責任人的申請，將交付該申報書的限期延長一段由原訟法庭決定的期間。
(5) 原訟法庭須信納以下事項，方可根據第(4)款延長限期—
(a) 有關公司沒有交付申報書，屬意外或無心之失；或
(b) 延長限期是公正公平的。
(6) 如原訟法庭延長交付申報書的限期，有關公司或其責任人已就第(3)款所指的罪行招致的法律責
任，即告終絕，而第(1)款在猶如提述一個月是提述該延長的限期的情況下，具有效力。
條： 317 配發的登記 L.N. 163 of 2013 03/03/2014
(1) 公司須在切實可行的範圍內，盡快登記債權證或債權股證的配發，而無論如何須在配發日期之
後的2個月內作出登記，登記方式為在其債權證持有人登記冊內，記入第308(2)條所述的資料。
(2) 如公司沒有在債權證或債權股證配發日期之後的2個月內，登記該項配發，該公司及其每名責任
人均屬犯罪，可各處第4級罰款，如有關罪行是持續的罪行，則可就該罪行持續期間的每一日，
另各處罰款$700。
條： 318 在配發後發出債權證或債權股證證明書 L.N. 163 of 2013 03/03/2014
(1) 公司須在債權證或債權股證配發後的2個月內—
(a) (如屬債權證配發)製成該等債權證，以及備妥該等債權證以供交付；或
(b) (如屬債權股證配發)製成該等債權股證證明書，以及備妥該等證明書以供交付。
(2) 如債權證或債權股證的配發條件另有規定，則第(1)款不適用。
(3) 如公司違反第(1)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
第 622 章 - 《公司條例》 114
條： 319 關於交付債權證或債權股證證明書的原訟法庭命令 L.N. 163 of 2013 03/03/2014
(1) 如公司就債權證或債權股證的配發違反第318條，有權獲得該等債權證或該等債權股證證明書的
人，可向該公司送達通知，要求該公司在10日內，將該等債權證或證明書交付該人。
(2) 如有第(1)款所指的通知於某日送達公司，而該公司沒有在該日後的10日內交付有關債權證或證
明書，則有關人士可向原訟法庭申請第(3)款所指的命令。
(3) 原訟法庭可應第(2)款所指的申請，作出一項命令，指示有關公司及其任何高級人員，在該命令
指明的限期內，將有關債權證或證明書交付有關人士。
(4) 上述命令可規定有關申請的所有訟費及附帶費用，均須由有關公司或對有關違反行為負有責任
的該公司的高級人員承擔。
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債權證或債權股證的轉讓 L.N. 163 of 2013 03/03/2014
條： 320 關於轉讓文書的規定 L.N. 163 of 2013 03/03/2014
(1) 除非一份妥善的轉讓文書已交付公司，否則該公司不得登記該公司的債權證或債權股證的轉
讓。
(2) 如一項獲得債權證或債權股證的權利已藉法律的施行而傳轉予某人，公司將該人登記為債權證
持有人的權力，不受第(1)款影響。
條： 321 登記轉讓或拒絕登記 L.N. 163 of 2013 03/03/2014
(1) 公司債權證或債權股證的受讓人或出讓人，均可向該公司提交有關轉讓書。
(2) 在有關轉讓書提交後的2 個月內，有關公司須—
(a) 登記有關轉讓；或
(b) 將拒絕登記有關轉讓的通知，送交有關受讓人及出讓人。
(3) 如公司違反第(2)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
條： 322 轉讓的證明 L.N. 163 of 2013 03/03/2014
(1) 公司對其債權證或債權股證的轉讓文書作出的證明—
(a) 是由該公司向基於信賴該證明而行事的人作出的一項陳述，其內容為該公司已獲出示文
件，而該等文件證明該等債權證或債權股證的所有權屬於在該轉讓文書內列名的出讓人；
及
(b) 並非一項內容為該出讓人對該等債權證或債權股證具有所有權的陳述。
(2) 如某人基於對某公司疏忽地作出的虛假證明的信賴而行事，該公司對該人的法律責任，與猶如
該項證明是欺詐地作出該公司便須負上的法律責任一樣。
(3) 就本條而言，如轉讓文書載有—
(a) “certificate lodged”字樣，或具有相同意思的英文或中文文字；及
(b) 由具有實際或表面權限代表公司證明轉讓的人，在該等文字下方或旁邊作出的簽署或簡
簽，
則該轉讓文書即屬經該公司證明。
(4) 除非相反證明成立，否則—
第 622 章 - 《公司條例》 115
(a) 如第(3)(b)款所述的轉讓文書所載的簽署或簡簽，看來是某人的簽署或簡簽，該簽署或簡
簽須視為該人的簽署或簡簽；而
(b) 該簽署或簡簽須視為由該人加於該轉讓文書上，或由具有實際或表面權限為代表有關公司
證明轉讓而使用該簽署或簡簽的另一人，加於該轉讓文書上。
條： 323 在轉讓後發出債權證或債權股證證明書 L.N. 163 of 2013 03/03/2014
(1) 公司須在第(2)款指明的限期內—
(a) (如屬債權證轉讓)製成該等債權證，以及備妥該等債權證以供交付；或
(b) (如屬債權股證轉讓)製成該等債權股證證明書，以及備妥該等證明書以供交付。
(2) 就—
(a) 私人公司而言，上述限期是向該公司提交有關轉讓書的日期後的2個月；
(b) 任何其他公司而言，上述限期是向該公司提交有關轉讓書的日期後的10個營業日。
(3) 如—
(a) 有關債權證或債權股證的發行條件另有規定；
(b) 沒有就轉讓繳付印花稅；
(c) 轉讓屬無效；或
(d) 有關公司有權拒絕登記並拒絕登記，
第(1)款不適用於該轉讓。
(4) 如公司違反第(1)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
(5) 在本條中—
營業日(business day)指認可證券市場營業進行證券交易業務的日子。
條： 324 關於交付債權證或債權股證證明書的原訟法庭命令 L.N. 163 of 2013 03/03/2014
(1) 如公司就債權證或債權股證的轉讓違反第323條，有權獲得該等債權證或該等債權股證證明書的
人，可向該公司送達通知，要求該公司在10日內，將該等債權證或證明書交付該人。
(2) 如有第(1)款所指的通知於某日送達公司，而該公司沒有在該日後的10日內交付有關債權證或證
明書，則有關人士可向原訟法庭申請第(3)款所指的命令。
(3) 原訟法庭可應第(2)款所指的申請，作出一項命令，指示有關公司及其任何高級人員，在該命令
指明的限期內，將有關債權證或證明書交付有關人士。
(4) 上述命令可規定有關申請的所有訟費及附帶費用，均須由有關公司或對有關違反行為負有責任
的高級人員承擔。
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雜項條文 L.N. 163 of 2013 03/03/2014
條： 325 遺囑認證書批給等的證據 L.N. 163 of 2013 03/03/2014
就債權證的轉讓或獲得債權證的權利的傳轉而言，如有文件向公司出示，而在法律上，該文件是某
死者的遺囑認證書或某死者的遺產管理書的批給的充分證明，則該公司須接受該文件為該項批給的
充分證據。
第 622 章 - 《公司條例》 116
條： 326 根據公司訂立的文書須備存的債權證持有人的登記冊的格
式
L.N. 163 of 2013 03/03/2014
(1) 本條適用於根據公司訂立的某文書而須備存的債權證持有人的登記冊。
(2) 如有關文書的某條文，規定有關登記冊須以可閱形式備存，該條文須解釋為規定該登記冊須以
下述形式備存—
(a) 可閱形式；或
(b) 能以可閱形式重現的非可閱形式。
條： 327 永久債權證 L.N. 163 of 2013 03/03/2014
(1) 即使衡平法有任何相反規定，載於任何債權證內的條件，或載於保證任何債權證的發行的契據
內的條件，不會僅因該條件使該等債權證符合以下說明而無效—
(a) 不可贖回；
(b) 只可在有某事件發生時贖回(不論該事件發生的可能性有多低)；或
(c) 只可在某段期限屆滿時贖回(不論該段期限有多長)。
(2) 第(1)款適用於在任何時間發行的債權證，及在任何時間簽立的契據。
條： 328 重新發行已贖回債權證的權力 L.N. 163 of 2013 03/03/2014
(1) 如公司已在本條生效日期*之前、當日或之後，贖回以往所發行的任何債權證，則本條適用。
(2) 除非有以下情況，否則公司具有權力，藉重新發行相同的債權證或藉發行新債權證以作取代而
重新發行已贖回債權證，並且須視為一向具有該權力—
(a) 在該公司章程細則或該公司訂立的合約內，載有相反條文(明訂或隱含)；或
(b) 該公司已藉通過一項決議，表明其取消該等債權證的意向，或藉任何其他作為，表明該意
向。
(3) 在公司將任何已贖回債權證重新發行後，有權享有該等債權證的權利的人，享有並須視為一向
享有同樣的優先權，猶如該等債權證從未被贖回一樣。
(4) 重新發行已贖回債權證(不論重新發行是在本條生效日期*之前、當日或之後進行)—
(a) 就印花稅而言，須視為新債權證的發行；但
(b) 就任何限制發行債權證的款額或數目的條文而言，不得視為新債權證的發行。
(5) 如有債權證根據本條重新發行，並看似已加蓋印花，任何人如以該等債權證作為保證而貸出款
項，則可在任何為強制執行該人所持有的保證的法律程序中，提出該等債權證作為證據。
(6) 如某人根據第(5)款，在任何為強制執行該人所持有的保證的法律程序中，提出有關債權證作為
證據，則根據《印花稅條例》(第117章)須就重新發行債權證而繳付的印花稅及罰款，須由有關
公司繳付。
(7) 如有關人士已知悉有關債權證並未加蓋印花，或如非由於該人的疏忽已可能發覺此事，則第(5)
及(6)款不適用。
(8) 如在1933年7月1日前已贖回的債權證在該日期當日或之後重新發行，則該重新發行並不損害(並
須視為一向無損害)任何人會根據或憑藉該日期前所設定的任何按揭或押記而享有的任何權利或
優先權。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
第 622 章 - 《公司條例》 117
條： 329 存放債權證以保證貸款 L.N. 163 of 2013 03/03/2014
如公司在本條生效日期*之前、當日或之後存放其任何債權證，以保證不時在來往帳戶或其他帳戶上
的貸款，則該等債權證在仍然如此存放時，不得僅因該公司的帳戶已不再出現借貸而視為已被贖
回。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 330 強制履行認購債權證的合約 L.N. 163 of 2013 03/03/2014
一份為承購公司的債權證及就該等債權證付款而與該公司訂立的合約，可藉強制履行令予以強制執
行。
條： 331 原訟法庭可命令舉行債權證持有人會議 L.N. 163 of 2013 03/03/2014
(1) 如任何人持有任何—
(a) 構成公司發行的一系列享有同等權益的債權證中的一部分的債權證；或
(b) 公司的債權股證，
則本條適用於該人。
(2) 如本條適用的人持有(不論該人是單獨或是聯同任何其他人持有)有關公司債權證的價值，不少
於指明百分比，則該人可向原訟法庭提出申請，要求舉行該公司的債權證持有人的會議，以向
該等債權證持有人的受託人發出指示。
(3) 第(2)款可被有關債權證、或保證該等債權證的發行的信託契據或其他文件豁除。
(4) 在本條中—
指明百分比(specified percentage)指— (a) 10%；或
(b) 在有關債權證、或保證該等債權證的發行的信託契據或其他文件中訂定的較高百分比。
條： 332 受託人對債權證持有人的法律責任 L.N. 163 of 2013 03/03/2014
(1) 載於—
(a) 保證債權證的發行的信託契據內的任何條文；或
(b) 與以信託契據保證的債權證的持有人訂立的合約內的任何條文，
在下述範圍內屬無效︰在顧及該信託契據中授予受託人權力、權限或酌情決定權的條文後，(a)
或(b)段所述條文，會豁免該受託人因未有表現出該受託人身為受託人所須有的謹慎及努力以致
違反信託而須負有的法律責任；或會就因上述情況違反信託而須負有的法律責任，彌償該受託
人。
(2) 第(1)款—
(a) 不會使符合以下說明的責任解除書失效︰就受託人在該責任解除書發出前的作為或不作
為，從其他方面有效地發出的；
(b) 不會使任何符合以下說明的條文失效—
(i) 使該責任解除書得以在一次為有關目的而召開的會議上，在獲持有價值最少75%的多數
債權證持有人親自出席或委任代表(如准許委任代表的話)出席和表決同意下發出的；
及
第 622 章 - 《公司條例》 118
(ii) 使該責任解除書得以就特定的作為或不作為而發出的，或使該責任解除書得以在
有關受託人死亡時或不再擔任有關受託人時發出的；
(c) 不會使任何在1984年8月31日時有效的條文失效，但前提是當時有權享有該條文的利益或其
後根據第(3)款獲給予該條文的利益的人，維持擔任有關信託契據的受託人；或
(d) 不會剝奪任何人於(c)段所述的條文有效時就其作為或不作為而獲得的豁免，或就該等作為
或不作為而獲得彌償的權利。
(3) 當信託契據的受託人仍有權享有第(2)(c)或(d)款所保留的條文的利益時，該條文的利益可按照
第(4)款而給予—
(a) 該信託契據的所有現時及未來受託人；或
(b) 該信託契據的任何指名受託人，或建議獲委任為該信託契據的受託人的人。
(4) 有關利益須藉一項決議而給予，而該決議須在—
(a) 按照有關信託契據為此而召開的會議上；或
(b) (如該信託契據並未訂定召開會議的條文)以原訟法庭批准的方式為此而召開的會議上，
獲持有價值最少75%的多數債權證持有人親自出席或委任代表(如准許委任代表的話)出席會議通
過。
部： 8 押記的登記 L.N. 163 of 2013 03/03/2014
(*格式變更─2013年第1號編輯修訂紀錄)
__________________________________________________________________________ 註：
* 第8部的格式已按現行法例樣式更新。
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導言 L.N. 163 of 2013 03/03/2014
條： 333 釋義 L.N. 163 of 2013 03/03/2014
(1) 在本部中—
押記 (charge) 包括按揭； 經理人 (manager) 不包括根據《公司(清盤及雜項條文)條例》(第32章)第216條委任的公司或註冊
非香港公司的產業或業務的特別經理人。
(2) 就本部而言—
(a) 如註冊非香港公司的船舶或飛機是在香港註冊的，則該船舶或飛機即使實際上是處於香港
以外地方，亦須視為該公司在香港的財產；及
(b) 如註冊非香港公司的船舶或飛機是在香港以外地方註冊的，則該船舶或飛機即使實際上是
處於香港境內，亦須視為該公司在香港以外的財產。
(3) 在第2及4分部中，提述擁有某項押記的權益的人，不包括設立該項押記的公司或註冊非香港公
司。
(4) 就第2及3分部而言，交付登記的一份關乎某項押記的文書的副本，如經以下的人核證為真實副
本，即屬經核證副本—
(a) 以下的人—
(i) 交付該副本登記的公司或註冊非香港公司的董事或公司秘書；或
(ii) 該公司或註冊非香港公司為此目的授權的人；或
第 622 章 - 《公司條例》 119
(b) 以下的人—
(i) 擁有該項押記的權益的任何其他人；或
(ii) 如—
(A) 擁有權益的人是自然人，該擁有權益的人為此目的授權的人；或
(B) 擁有權益的人是法人團體，該擁有權益的人為此目的授權的人，或該擁有權益的
人的董事或公司秘書。
(5) 在第6分部中，提述註冊非香港公司的已押記財產，即提述—
(a) 該公司在香港境內而又受該公司設立的押記規限的財產，但不包括在設立該項押記時不在
香港境內的財產；或
(b) 該公司在香港境內的財產，而在該公司取得該財產時該財產已受某項押記規限；但如在該
公司取得該財產時該財產不在香港境內，則不包括該財產。
部：
分部：
8
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在設立指明押記後將該項押記登記的責任 L.N. 163 of 2013 03/03/2014
條： 334 指明押記 L.N. 163 of 2013 03/03/2014
(1) 在本分部中，提述指明押記，即提述在本條的生效日期*當日或之後設立的任何下述押記—
(a) 就公司的未催繳股本設立的押記；
(b) 藉一份文書設立或證明的押記，而該文書假使是由一名自然人簽立便須作為賣據登記的；
(c) 就土地(不論位於何處)或任何土地權益設立的押記，但不包括就該土地所產生的租金或其
他定期款項設立的押記；
(d) 就公司的帳面債項設立的押記；
(e) 就已催繳但未繳付的股款設立的押記；
(f) 就股份發行價的到期應繳付但未繳付的分期付款設立的押記；
(g) 就船舶或船舶的任何份額設立的押記；
(h) 就飛機或飛機的任何份額設立的押記；
(i) 就以下事宜設立的押記—
(i) 商譽；
(ii) 專利權或根據專利權發出的特許；
(iii) 商標；或
(iv) 版權或根據版權發出的特許；
(j) 就公司業務或財產設立的浮動押記。
(2) 就第(1)(c)款而言，持有賦予其持有人享有就土地設立的押記的權利的債權證，不得視為一項
土地權益。
(3) 就第(1)(d)款而言—
(a) 存放一份為帳面債項的支付作保證的可流轉票據作為保證，不得視為就該等帳面債項設立
的押記；及
(b) 如公司有一筆款項存放於另一人處(不論該筆款項是由該公司存放，或是由任何其他人為該
公司的利益而存放)，則就該公司獲得還款的權利而設立的押記，不得視為就該公司的帳面
債項設立的押記。
(4) 就第(1)(d)及(j)款而言，如公司向船東租用船舶，則船東可根據租約就須付的款額而對轉租運
費行使的留置權，不得視為就該公司的帳面債項設立的押記，亦不得視為就該公司的業務或財
產設立的浮動押記。
第 622 章 - 《公司條例》 120
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 335 公司須登記它設立的指明押記 L.N. 163 of 2013 03/03/2014
(1) 公司須在第(5)(a)款指明的登記期內，將關於該公司設立的每項指明押記的詳情的陳述，連同
設立該項押記或證明有該項押記的文書( 如有的話) 的經核證副本，交付處長登記。
(2) 凡—
(a) 公司設立了一項指明押記，而該項押記—
(i) 是藉在屬一個債權證系列的組成部分的債權證提述任何其他載有該項押記的文書而由
該債權證給予的(不論該債權證是否亦載有該項押記)；或
(ii) 是載於屬一個債權證系列的組成部分的債權證，但不是藉在該債權證提述任何其
他文書而由該債權證給予的；及
(b) 每名該債權證系列的債權證的持有人，均對該項押記的權益享有同等權利，
則如該公司在第(5)(b)款指明的登記期內，將關於該項押記的詳情的陳述，連同第(4)款指明的
文書的經核證副本，交付處長登記，該公司即視為已就該項押記遵守第(1)款。
(3) 擁有指明押記的權益的人—
(a) 可在第(5)(a)款指明的登記期內，將關於該項押記的詳情的陳述，連同設立該項押記或證
明有該項押記的文書(如有的話)的經核證副本，交付處長登記；或
(b) (如屬第(2)款的情況)可在第(5)(b)款指明的登記期內，將關於該項押記的詳情的陳述，連
同第(4) 款指明的文書的經核證副本，交付處長登記。
(4) 就—
(a) (如有關指明押記是藉提述某文書而給予的) 第(2)(a)(i)款而言，有關文書即該文書；或
(b) 第(2)(a)(ii)款而言，有關文書即有關債權證系列的任何一份債權證。
(5) 就—
(a) 第(1)或(3)(a)款而言—
(i) 登記期是設立有關指明押記的日期後的一個月；或
(ii) 如有關指明押記是在香港以外設立，並且包含在香港以外的財產，則登記期是設
立該項押記或證明有該項押記的文書的經核證副本(如付出應有努力發送)可在經正常
的郵遞程序於香港接獲的日期後的一個月；及
(b) 第(2)或(3)(b)款而言—
(i) 如有關指明押記是藉提述某文書而給予的，登記期是簽立該文書後的一個月；如沒有
該文書，則登記期是簽立有關債權證系列的首份債權證後的一個月；或
(ii) 如有關指明押記是在香港以外設立，並且包含在香港以外的財產，則登記期是有
關指明文書的經核證副本(如付出應有努力發送)可在經正常的郵遞程序於香港接獲的
日期後的一個月。
(6) 關於指明押記的詳情的陳述—
(a) 須符合指明格式；及
(b) 須隨附訂明費用。
(7) 擁有指明押記的權益的人如已向處長繳付登記關於該項押記的詳情的陳述的訂明費用，則可向
設立該項押記的公司討回該費用。
(8) 如指明押記是在香港設立，並且包含在香港以外某地方的財產，則即使仍需進一步的程序以使
該項押記按照該地方的法律得以有效或有效力，仍可根據第(1)、(2) 或(3)款，將設立或本意
是設立該項押記的文書的經核證副本，交付處長登記。
第 622 章 - 《公司條例》 121
條： 336 註冊非香港公司須登記它設立的指明押記 L.N. 163 of 2013 03/03/2014
(1) 註冊非香港公司須在第(6)(a)款指明的登記期內，將關於該公司就其在香港境內的財產設立的
每項指明押記的詳情的陳述，連同設立該項押記或證明有該項押記的文書(如有的話)的經核證
副本，交付處長登記。
(2) 凡—
(a) 註冊非香港公司就其在香港境內的財產設立了一項指明押記，而該項押記—
(i) 是藉在屬一個債權證系列的組成部分的債權證提述任何其他載有該項押記的文書而由
該債權證給予的(不論該債權證是否亦載有該項押記)；或
(ii) 是載於屬一個債權證系列的組成部分的債權證，但不是藉在該債權證提述任何其
他文書而由該債權證給予的；及
(b) 每名該債權證系列的債權證的持有人，均對該項押記的權益享有同等權利，
則如該公司在第(6)(b)款指明的登記期內，將關於該項押記的詳情的陳述，連同第(4)款指明的
文書的經核證副本，交付處長登記，該公司即視為已就該項押記遵守第(1)款。
(3) 擁有指明押記的權益的人—
(a) 可在第(6)(a)款指明的登記期內，將關於該項押記的詳情的陳述，連同設立該項押記或證
明有該項押記的文書(如有的話)的經核證副本，交付處長登記；或
(b) (如屬第(2)款的情況) 可在第(6)(b)款指明的登記期內，將關於該項押記的詳情的陳述，
連同第(4)款指明的文書的經核證副本，交付處長登記。
(4) 就—
(a) (如有關指明押記是藉提述某文書而給予的)第(2)(a)(i)款而言，有關文書即該文書；或
(b) 第(2)(a)(ii)款而言，有關文書即有關債權證系列的任何一份債權證。
(5) 如註冊非香港公司就某財產設立押記時，該財產不在香港境內，則第(1)及(2)款不適用於該項
押記。
(6) 就—
(a) 第(1)或(3)(a)款而言，登記期是設立有關指明押記的日期後的一個月；及
(b) 第(2) 或(3)(b)款而言—
(i) 如有關指明押記是藉提述某文書而給予的，登記期是簽立該文書後的一個月；或
(ii) 如沒有該文書，登記期是簽立有關債權證系列的首份債權證後的一個月。
(7) 關於指明押記的詳情的陳述—
(a) 須符合指明格式；及
(b) 須隨附訂明費用。
(8) 擁有指明押記的權益的人如已向處長繳付登記關於該項押記的詳情的陳述的訂明費用，則可向
設立該項押記的註冊非香港公司討回該費用。
條： 337 違反第335或336條的後果 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 公司就指明押記違反第335(1)條，而擁有該項押記的權益的人沒有根據第335(3)條登記該
項押記；或
(b) 註冊非香港公司就指明押記違反第336(1)條，而擁有該項押記的權益的人沒有根據第
336(3)條登記該項押記。
(2) 除第346條另有規定外，有關公司或註冊非香港公司及其每名責任人均屬犯罪。
(3) 任何人犯第(2)款所訂罪行，可處第5級罰款，如有關罪行是持續的罪行，則可就該罪行持續期
第 622 章 - 《公司條例》 122
間的每一日，另處罰款$1000。
(4) 除第346條另有規定外，在以有關公司或註冊非香港公司的業務或財產作出的抵押是由指明押記
授予的範圍內，該項押記相對於該公司或註冊非香港公司的任何清盤人及債權人而言屬無效。
(5) 第(4)款不損害關於付還指明押記所保證的借款的合約或責任。
(6) 當一項指明押記根據第(4)款變為無效時，借款人有權要求立即付還該項押記所保證的借款。
部：
分部：
8
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登記原有押記的責任 L.N. 163 of 2013 03/03/2014
條： 338 公司須將所取得的財產的原有押記登記 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 公司取得受押記規限的財產；而
(b) 該項押記所屬的種類，是假使它是在該公司取得該財產後才由該公司設立，則該公司便須
按第335(1)條的規定將關於該項押記的詳情的陳述交付登記者。
(2) 公司須在第(3)款指明的登記期內，將關於有關押記的詳情的陳述，連同設立該項押記或證明有
該項押記的文書(如有的話)的經核證副本，交付處長登記。
(3) 登記期是—
(a) 取得有關財產的程序完成的日期後的一個月；或
(b) (如有關財產是在香港以外，而有關押記亦是在香港以外設立)設立該項押記或證明有該項
押記的文書的經核證副本(如付出應有努力發送)可在經正常的郵遞程序於香港接獲的日期
後的一個月。
(4) 關於押記的詳情的陳述—
(a) 須符合指明格式；及
(b) 須隨附訂明費用。
(5) 除第346條另有規定外，如公司違反第(2)款，該公司及其每名責任人均屬犯罪。
(6) 任何人犯第(5)款所訂罪行，可處第5級罰款，如有關罪行是持續的罪行，則可就該罪行持續期
間的每一日，另處罰款$1000。
條： 339 註冊非香港公司須將所取得的財產的原有押記登記 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 註冊非香港公司取得受押記規限而又在香港境內的財產；而
(b) 該項押記所屬的種類，是假使它是在該註冊非香港公司取得該財產後才由該公司設立，則
該公司便須按第336(1)條的規定將關於該項押記的詳情的陳述交付登記者。
(2) 如註冊非香港公司取得某財產時，該財產不是在香港境內，則第(1)(a)款不適用於規限該財產
的押記。
(3) 註冊非香港公司須在第(4)款指明的登記期內，將關於有關押記的詳情的陳述，連同設立該項押
記或證明有該項押記的文書(如有的話)的經核證副本，交付處長登記。
(4) 登記期是取得有關財產的程序完成的日期後的一個月。
(5) 關於押記的詳情的陳述—
(a) 須符合指明格式；及
(b) 須隨附訂明費用。
(6) 除第346條另有規定外，如註冊非香港公司違反第(3)款，該公司及其每名責任人均屬犯罪。
第 622 章 - 《公司條例》 123
(7) 任何人犯第(6)款所訂罪行，可處第5級罰款，如有關罪行是持續的罪行，則可就該罪行持續期
間的每一日，另處罰款$1000。
條： 340 註冊非香港公司須將在公司根據第16 部註冊的日期已就 財產設立的押記登記
L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 在註冊非香港公司根據第16部註冊的日期，該公司有在香港境內的—
(i) 受該公司設立的押記規限的財產；或
(ii) 受在取得該財產時已存在的押記規限的財產；而
(b) 該項押記所屬的種類，是假使它是在該公司根據第16部註冊後才由該公司設立，或該公司
是在該項註冊後才取得該財產，則該公司便須按第336(1)或339(3)條的規定將關於該項押
記的詳情的陳述交付登記者。
(2) 註冊非香港公司須在第(5)款指明的登記期內，將關於有關押記的詳情的陳述，連同設立該項押
記或證明有該項押記的文書(如有的話)的經核證副本，交付處長登記。
(3) 如屬第(1)(a)(i)款的情況，而—
(a) 有關押記—
(i) 是藉在屬一個債權證系列的組成部分的債權證提述任何其他載有該項押記的文書而由
該債權證給予的(不論該債權證是否亦載有該項押記)；或
(ii) 是載於屬一個債權證系列的組成部分的債權證，但不是藉在該債權證提述任何其
他文書而由該債權證給予的；及
(b) 每名該債權證系列的債權證的持有人，均對該項押記的權益享有同等權利，
則如有關註冊非香港公司在第(5)款指明的登記期內，將關於該項押記的詳情的陳述，連同第
(4)款指明的文書的經核證副本，交付處長登記，該公司即視為已就該項押記遵守第(2)款。
(4) 就—
(a) (如有關押記是藉提述某文書而給予的)第(3)(a)(i)款而言，有關文書即該文書；或
(b) 第(3)(a)(ii)款而言，有關文書即有關債權證系列的任何一份債權證。
(5) 登記期是註冊非香港公司根據第16部註冊的日期後的一個月。
(6) 關於押記的詳情的陳述—
(a) 須符合指明格式；及
(b) 須隨附訂明費用。
(7) 除第346條另有規定外，如註冊非香港公司違反第(2)款，該公司及其每名責任人均屬犯罪。
(8) 任何人犯第(7)款所訂罪行，可處第5級罰款，如有關罪行是持續的罪行，則可就該罪行持續期
間的每一日，另處罰款$1000。
部：
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8
4
登記債權證的其他詳情的責任 L.N. 163 of 2013 03/03/2014
條： 341 公司或註冊非香港公司須將發行債權證的詳情登記 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 有屬一個債權證系列的組成部分的債權證，當中—
(i) 載有公司或註冊非香港公司設立的押記；或
(ii) 藉提述任何其他載有公司或註冊非香港公司設立的押記的文書，而給予該項押
第 622 章 - 《公司條例》 124
記；
(b) 每名該債權證系列的債權證的持有人，均對該項押記的權益享有同等權利；及
(c) 關於該項押記的詳情的陳述，須根據第335(2)、336(2)或340(3)條交付登記。
(2) 公司或註冊非香港公司須在第(4)款指明的登記期內，將關於上述債權證系列的每次發行的詳情
的陳述，交付處長登記。
(3) 擁有有關押記的權益的人，可在第(4) 款指明的登記期內，將關於某次發行債權證的詳情的陳
述，交付處長登記。
(4) 就—
(a) 根據第335(2)或336(2)條交付登記的、關於有關押記的詳情的陳述而言—
(i) 如債權證是在設立該項押記時發行的，則登記期是第335(5)(b)或336(6)(b)條就該項
押記的登記而指明的登記期；或
(ii) 如屬任何其後發行的債權證，則登記期是發行日期後的一個月；或
(b) 根據第340(3)條交付登記的、關於有關押記的詳情的陳述而言—
(i) 如債權證是在根據第16 部註冊當日或之前發行的，則登記期是第340(5) 條就該項押
記的登記而指明的登記期；或
(ii) 如屬任何其後發行的債權證，則登記期是發行日期後的一個月。
(5) 關於某次發行的債權證的詳情的陳述須符合指明格式。
(6) 在不局限第23條的原則下，關於某次發行債權證的詳情的陳述，須載有該次發行的日期及款
額。
(7) 除第346條另有規定外，如第(2)款遭違反，而擁有有關押記的權益的人沒有根據第(3)款將關於
該次發行債權證的詳情的陳述交付登記，則有關公司或註冊非香港公司及其每名責任人均屬犯
罪。
(8) 任何人犯第(7)款所訂罪行，可處第5 級罰款，如有關罪行是持續的罪行，則可就該罪行持續期
間的每一日，另處罰款$1000。
(9) 即使第(2)款遭違反，已發行的債權證的有效性不受此事影響。
(10 在本條中，對設立押記之時的提述，即提述—
(a) (如該項押記是藉提述某文書而給予的)簽立該文書之時；或
(b) (如沒有該文書)簽立有關債權證系列的首份債權證之時。
條： 342 公司或註冊非香港公司須就債權證將佣金等的詳情登記 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 如公司或註冊非香港公司直接或間接支付或提供任何佣金、津貼或折扣予任何人，作為該
人作出以下事情的代價—
(i) 無條件或有條件地認購該公司或註冊非香港公司的任何債權證，或同意如此認購該等
債權證；或
(ii) 促致或同意促致無條件或有條件地認購該公司或註冊非香港公司的任何債權證；
(b) 該債權證—
(i) 設立押記，或證明有押記；或
(ii) 屬一個債權證系列的組成部分，並載有押記或藉提述任何其他載有押記的文書給
予押記；
(c) 該項押記是由該公司或註冊非香港公司設立的；及
(d) 以下條文規定將關於該項押記的詳情的陳述交付登記—
(i) 第335(1)條；
(ii) 第336(1)條；或
第 622 章 - 《公司條例》 125
(iii) 第340(2)條。
(2) 公司或註冊非香港公司須在第(6)(a) 款指明的登記期內，將關於有關佣金、津貼或折扣的詳情
的陳述，交付處長登記。
(3) 如—
(a) 屬第(1)(d)(i)款的情況，而關於有關押記的詳情的陳述根據第335(2)條交付登記；或
(b) 屬第(1)(d)(ii)款的情況，而關於有關押記的詳情的陳述根據第336(2)條交付登記，
則有關公司或註冊非香港公司如在第(6)(b)款指明的登記期內，將關於有關佣金、津貼或折扣
的詳情的陳述交付處長登記，即視為已遵守第(2)款。
(4) 如屬第(1)(d)(iii)款的情況，而關於有關押記的詳情的陳述根據第340(3)條交付登記，則有關
註冊非香港公司如在第(6)(c)款指明的登記期內，將關於有關佣金、津貼或折扣的詳情的陳
述，交付處長登記，即視為已遵守第(2)款。
(5) 擁有有關押記的權益的人—
(a) 可在第(6)(a)款指明的登記期內，將關於有關佣金、津貼或折扣的詳情的陳述，交付處長
登記；或
(b) (如屬第(3)款的情況)可在第(6)(b)款指明的登記期內，將關於有關佣金、津貼或折扣的詳
情的陳述，交付處長登記。
(6) 就—
(a) 第(2)或(5)(a)款而言—
(i) 如屬第(1)(d)(i)款的情況，登記期是第335(5)(a)條就該項押記的登記而指明的登記
期；
(ii) 如屬第(1)(d)(ii)款的情況，登記期是第336(6)(a)條就該項押記的登記而指明的
登記期；或
(iii) 如屬第(1)(d)(iii)款的情況，登記期是第340(5)條就該項押記的登記而指明的登
記期；
(b) 第(3)或(5)(b)款而言—
(i) 如債權證是在設立該項押記時發行的，則登記期是第335(5)(b)或336(6)(b)條就該項
押記的登記而指明的登記期；或
(ii) 如屬任何其後發行的債權證，則登記期是發行日期後的一個月；或
(c) 第(4)款而言—
(i) 如債權證是在根據第16部註冊當日或之前發行的，則登記期是在第340(5)條就該項押
記的登記而指明的登記期；或
(ii) 如屬任何其後發行的債權證，則登記期是發行日期後的一個月。
(7) 關於佣金、津貼或折扣的詳情的陳述須符合指明格式。
(8) 就本條而言，存放任何債權證作為公司或註冊非香港公司的任何債項的保證，不得視為按折扣
發行該等債權證。
(9) 在本條中，對設立押記之時的提述，即提述—
(a) (如該項押記是藉提述某文書而給予的)簽立該文書之時；或
(b) (如沒有該文書)簽立有關債權證系列的首份債權證之時。
條： 343 違反第342條的後果 L.N. 163 of 2013 03/03/2014
(1) 除第346條另有規定外，如第342(2)條遭違反，而擁有有關押記的權益的人沒有根據第342(5)條
將關於有關佣金、津貼或折扣(視屬何情況而定)的詳情的陳述交付登記，則有關公司或註冊非
香港公司及其每名責任人均屬犯罪。
(2) 任何人犯第(1)款所訂罪行，可處第5級罰款，如有關罪行是持續的罪行，則可就該罪行持續期
第 622 章 - 《公司條例》 126
間的每一日，另處罰款$1000。
(3) 即使第342(2)條遭違反，已發行的債權證的有效性不受此事影響。
部：
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補充第2、3及4分部的條文 L.N. 163 of 2013 03/03/2014
條： 344 登記證明書 L.N. 163 of 2013 03/03/2014
(1) 如公司、註冊非香港公司或擁有有關押記的權益的人，根據第2或3分部將關於該項押記的詳情
的陳述及所需的隨附文書交付處長登記，則本條適用。
(2) 在登記上述陳述及所需的隨附文書後，處長須向有關公司、註冊非香港公司或有權益的人發出
證明書，核證已根據第2或3分部登記有關押記。
(3) 登記證明書須經處長簽署。
(4) 登記證明書是本部關於登記的規定已獲符合的確證。
條： 345 就償還債項、解除等通知處長 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 藉已登記押記保證的債項，已全部或部分償付或清償；或
(b) 受已登記押記規限的財產或業務的全部或任何部分—
(i) 已解除押記而不再受該項押記規限；或
(ii) 已不再構成有關公司或註冊非香港公司的財產或業務的一部分。
(2) 有關公司、註冊非香港公司、承按人或對有關押記享有權利的人，可將上述償付、清償、解除
押記或財產或業務不再構成公司財產或業務的一部分一事，通知處長。
(3) 有關通知—
(a) 須符合指明格式；
(b) 須隨附訂明費用；及
(c) 須隨附處長為證明有關償付、清償、解除押記或財產或業務不再構成公司財產或業務的一
部分一事而要求的文書的經核證副本。
(4) 如處長基於隨附於上述通知的文書，信納有關償付、清償、解除押記或財產或業務不再構成公
司財產或業務的一部分一事確有發生，則處長對該通知及隨附的文書的處理方式，須猶如該通
知及文書是向處長交付登記一樣。
(5) 就本條而言，任何文書的副本，如經以下的人核證為真實副本，即屬經核證副本—
(a) 承按人或對有關押記享有權利的人；或
(b) 如—
(i) 承按人或對有關押記享有權利的人是自然人，獲承按人或對該項押記享有權利的人為
此目的授權的人；或
(ii) 承按人或對有關押記享有權利的人是法人團體—
(A) 獲承按人或對有關押記享有權利的人為此目的授權的人；或
(B) 承按人或對該項押記享有權利的人的董事或公司秘書。
(6) 就本條而言，以下押記屬已登記押記—
(a) 符合以下說明的押記—
(i) 已根據第2或3分部，將關於該項押記的詳情的陳述及所需的隨附文書交付處長登記；
及
第 622 章 - 《公司條例》 127
(ii) 處長已為第27(1)條的目的，記錄載於該陳述及該文書的資料；或
(b) 符合以下說明的押記—
(i) 在緊接本分部的生效日期*前，已根據《前身條例》第III部登記；或
(ii) 在本分部的生效日期*當日或之後，已按根據附表11具有持續效力的《前身條例》
第III部登記。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 346 登記時限的延展 L.N. 163 of 2013 03/03/2014
(1) 原訟法庭可應公司、註冊非香港公司或擁有有關押記的權益的人的申請，命令—
(a) 延展第335(5)、336(6)、338(3)、339(4)、340(5)、341(4)或342(6)條指明的登記期；
(b) 延展根據附表11具有持續效力的《前身條例》第80或82條(或經該條例第91條而引伸適用的
該第80或82條)規定的登記時限；或
(c) 延展根據附表11具有持續效力的《前身條例》第91(5)條規定的登記時限。
(2) 原訟法庭可按其認為公正合宜的條款及條件，根據第(1)款作出命令。
(3) 原訟法庭除非信納以下事宜，否則不得作出上述命令—
(a) 出現第(5)款指明的缺失—
(i) 屬意外；
(ii) 屬無心之失或因其他充分因由所致；或
(iii) 其性質並不損害有關公司或註冊非香港公司的債權人或成員的境況；或
(b) 基於其他理由，給予寬免是公正公平的。
(4) 如—
(a) 原訟法庭根據第(1)款就某項押記或債權證作出命令；及
(b) 第(5)款指明的缺失在經延展的期間或時限內得到糾正，則因第(6)款指明的罪行條文所訂
的罪行而已就該項押記或債權證的登記招致的法律責任，即告終絕。
(5) 就—
(a) 第(1)(a)款而言，有關缺失，是沒有在有關登記期內，交付第2、3或4分部規定的陳述或任
何隨附的文書；
(b) 第(1)(b)款而言，有關缺失，是—
(i) 沒有在有關時限內，交付根據附表11第63(2)、64(2)、65(2)或66(2)條具有持續效力
的《前身條例》第80或82條規定的詳情；或
(ii) 沒有在有關時限內，交付根據附表11第63(4)(a)、64(4)(a)、65(4)或66(4)條具
有持續效力的《前身條例》第80或82條規定的陳述，或任何隨附的文書；或
(c) 第(1)(c)款而言，有關缺失，是—
(i) 沒有在有關時限內，交付根據附表11第67(2)條具有持續效力的《前身條例》第91(5)
條規定的詳情；或
(ii) 沒有在有關時限內，交付根據附表11第67(4)條具有持續效力的《前身條例》第
91(5)條規定的陳述，或任何隨附的文書。
(6) 就—
(a) 第(1)(a)款而言，有關罪行條文是第337(2)、338(5)、339(6)、340(7)、341(7)或343(1)
條；
(b) 第(1)(b)款而言，有關罪行條文是根據附表11具有持續效力的《前身條例》第81或82條；
或
第 622 章 - 《公司條例》 128
(c) 第(1)(c)款而言，有關罪行條文是根據附表11具有持續效力的《前身條例》第91(6)條。
條： 347 已登記詳情的更正 L.N. 163 of 2013 03/03/2014
(1) 原訟法庭可應公司、註冊非香港公司或擁有有關押記的權益的人的申請，命令—
(a) 更正在以下文件所載的詳情中的遺漏或錯誤陳述—
(i) 根據以下條文交付登記的關於某項押記的詳情的陳述或隨附的文書—
(A) 第2或3分部；
(B) 根據附表11第63(4)(a)、64(4)(a)、65(4)或66(4)條具有持續效力的《前身條
例》第80或82條或憑藉該條例第91條而適用的該第80或82條；或
(C) 根據附表11第67(4)條具有持續效力的《前身條例》第91(5)條；
(ii) 根據以下條文交付登記的關於某次發行債權證的詳情的陳述或關於佣金、津貼或
折扣的詳情的陳述—
(A) 第4分部；
(B) 根據附表11第63(4)(a)、64(4)(a)、65(4)或66(4)條具有持續效力的《前身條
例》第80或82條或憑藉該條例第91條而適用的該第80或82條；或
(C) 根據附表11第67(4)條具有持續效力的《前身條例》第91(5)條；
(iii) 第345條所指的通知或隨附的文書；
(iv) 《前身條例》第85條所指的備忘錄；或
(b) 更正以下詳情中的遺漏或錯誤陳述—
(i) 在本條的生效日期*前，根據《前身條例》第80、82或91(5)條交付登記的關乎某項押
記的詳情；
(ii) 按根據附表11第63(2)、64(2)、65(2)、66(2)或67(2)條具有持續效力的《前身條
例》第80、82或91(5)條交付登記的關乎某項押記的詳情。
(2) 原訟法庭可按其認為公正合宜的條款及條件，根據第(1)款作出命令。
(3) 原訟法庭除非信納以下事宜，否則不得作出上述命令—
(a) 出現有關遺漏或錯誤陳述—
(i) 屬意外；
(ii) 屬無心之失或因其他充分因由所致；或
(iii) 其性質並不損害有關公司或註冊非香港公司的債權人或成員的境況；或
(b) 基於其他理由，給予寬免是公正公平的。
(4) 原訟法庭可在普通法規則及衡平法原則准許的範圍內，作出命令以更正在第(1)(a)(i)或(iii)
款所述的隨附文書所載的詳情中的遺漏或錯誤陳述。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
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就強制執行抵押通知處長 L.N. 163 of 2013 03/03/2014
條： 348 委任接管人或經理人的通知 L.N. 163 of 2013 03/03/2014
(1) 如任何人取得委任公司財產或註冊非香港公司已押記財產的接管人或經理人的命令，或如任何
人根據任何文書所載的權力委任上述接管人或經理人，該人須在該項命令或根據該權力作出委
第 622 章 - 《公司條例》 129
任的日期後的7日內，將關於該事實的陳述交付處長登記。
(2) 第(1)款所指的陳述須載有—
(a) 獲委任為接管人或經理人的人的姓名及地址；及
(b) 該人的身分證號碼或(如該人沒有身分證)該人持有的任何護照的號碼及簽發國家。
(3) 第(1)款所指的陳述—
(a) 須符合指明格式；及
(b) 須隨附訂明費用。
(4) 任何人違反第(1)款，即屬犯罪，可處第3級罰款，如有關罪行是持續的罪行，則可就該罪行持
續期間的每一日，另處罰款$300。
條： 349 承按人行使財產管有權的通知 L.N. 163 of 2013 03/03/2014
(1) 如任何人以承按人身分，就公司財產或註冊非香港公司已押記財產行使管有權，則該人須在開
始行使管有權的日期後的7日內，將關於該事實的陳述交付處長登記。
(2) 如—
(a) 上述的人是自然人，第(1)款所指的陳述須載有—
(i) 該人的姓名及地址；及
(ii) 該人的身分證號碼或(如該人沒有身分證)該人持有的任何護照的號碼及簽發國
家；或
(b) 上述的人是法人團體，第(1)款所指的陳述須載有其名稱及其註冊辦事處或主要辦事處的地
址。
(3) 第(1)款所指的陳述—
(a) 須符合指明格式；及
(b) 須隨附訂明費用。
(4) 任何人違反第(1)款，即屬犯罪，可處第3級罰款，如有關罪行是持續的罪行，則可就該罪行持
續期間的每一日，另處罰款$300。
條： 350 停任接管人或經理人或承按人不再管有財產等的通知 L.N. 163 of 2013 03/03/2014
(1) 本條適用於以下的人—
(a) 有以下情況的人—
(i) 根據第348(1)條交付處長的陳述須載有該人的詳情；或
(ii) 在第348條的生效日期*前，根據《前身條例》第87(1)條交付處長的通知須載有該
人的詳情；及
(b) 有以下情況的人—
(i) 根據第349(1)條交付處長的陳述須載有該人的詳情；或
(ii) 在第349條的生效日期*前，根據《前身條例》第87(2)條交付處長的通知須載有該
人的詳情。
(2) 如第(1)(a)款所述的人停任接管人或經理人，則該人須在停任的日期後的7日內，將關於停任一
事的陳述交付處長登記。
(3) 如第(1)(b)款所述的人不再管有有關財產或已押記財產，則該人須在不再管有該財產或已押記
財產後的7日內，將關於該事實的陳述交付處長登記。
(4) 如有關陳述或通知載有某人的詳情，但該詳情有所更改，則該人須在該項更改的日期後的15日
內，將關於該項更改的陳述交付處長登記。
(5) 如有以下情況，第(4)款不適用—
第 622 章 - 《公司條例》 130
(a) 就第(1)(a)款所述的人而言—
(i) 該人已停任接管人或經理人；及
(ii) 該人已根據第(2)款將關於停任的陳述交付處長，或已於第348條的生效日期*前，
根據《前身條例》第87(4)條就停任一事作出通知；或
(b) 就第(1)(b)款所述的人而言—
(i) 該人已不再管有有關財產或已押記財產；及
(ii) 該人已根據第(3)款將關於該事實的陳述交付處長，或已於第349條的生效日期*
前，根據《前身條例》第87(4)條就該事實作出通知。
(6) 第(2)、(3)或(4)款所指的陳述，須符合指明格式。
(7) 任何人違反第(2)、(3)或(4)款，即屬犯罪，可處第3級罰款，如有關罪行是持續的罪行，則可
就該罪行持續期間的每一日，另處罰款$300。
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註﹕
* 生效日期：2014年3月3日。
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公司及註冊非香港公司的紀錄及押記登記冊 L.N. 163 of 2013 03/03/2014
條： 351 備存設立押記的文書的副本的責任 L.N. 163 of 2013 03/03/2014
(1) 公司須在其註冊辦事處或根據第657條訂立的規例訂明的地方，備存—
(a) 每份設立該公司根據本部須予登記的押記的文書的副本；及
(b) 每份設立該公司根據《前身條例》第III部須予登記的押記的文書的副本。
(2) 註冊非香港公司須在其在香港的主要營業地點或根據第356條訂立的規例訂明的地方，備存—
(a) 每份設立該公司根據本部須予登記的押記的文書的副本；及
(b) 每份設立該公司根據《前身條例》第III部須予登記的押記的文書的副本。
(3) 凡—
(a) 公司或註冊非香港公司發行一系列債權證；
(b) 該等債權證載有該公司或註冊非香港公司根據本部或根據《前身條例》第III部須予登記的
押記；及
(c) 該等債權證的條款是相同的，
則該公司或註冊非香港公司如按照第(1)或(2)款備存該等債權證的其中一份債權證的副本，即
視為已就該等債權證遵守該款。
(4) 公司或註冊非香港公司須—
(a) 在第(1)或(2)款所述的文書的副本首次備存在某地方後的15日內，將該地方通知處長；及
(b) 在備存該文書的副本所在的地方有所更改後的15日內，將該項更改通知處長。
(5) 第(4)(a)或(b)款所指的通知，須符合指明格式。
(6) 第(4)(a)款並不規定公司或註冊非香港公司在以下情況下，將備存有關文書的副本所在的地方
通知處長—
(a) 就於本條的生效日期*當日或之後開始存在的副本而言，該副本時刻備存於該公司的註冊辦
事處或該註冊非香港公司在香港的主要營業地點；或
(b) 在—
(i) 緊接該生效日期*前，該公司或該註冊非香港公司為《前身條例》第88條的施行而備存
該文書的副本；而
第 622 章 - 《公司條例》 131
(ii) 該生效日期*當日及之後，該副本為第(1)或(2)款的施行而備存於在緊接該生效日
期*前備存該副本所在的地方。
(7) 如第(1)、(2)或(4)款遭違反，有關公司或註冊非香港公司及其每名責任人均屬犯罪，可各處第
4級罰款，如有關罪行是持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 352 公司備存押記登記冊的責任 L.N. 163 of 2013 03/03/2014
(1) 公司須在以下地方備存押記登記冊—
(a) 該公司的註冊辦事處；或
(b) 根據第657條訂立的規例訂明的地方。
(2) 公司須—
(a) 在其押記登記冊記入—
(i) 每項明確地影響該公司財產的押記；及
(ii) 每項就該公司全部或部分財產或業務設立的浮動押記；及
(b) 就(a)(i)及(ii)段指明的每項押記，在其押記登記冊內記入以下詳情—
(i) 該項押記所保證的款額；
(ii) 該項押記所規限的財產的描述；
(iii) (除屬不記名證券外)對該項押記享有權利的人的姓名或名稱。
(3) 如公司違反第(1)或(2)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是
持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
(4) 公司的高級人員明知而故意地授權或准許他人遺漏作出任何根據第(2)款須作出的記項，即屬犯
罪，可處第5級罰款。
條： 353 註冊非香港公司備存押記登記冊的責任 L.N. 163 of 2013 03/03/2014
(1) 註冊非香港公司須在以下地方備存押記登記冊—
(a) 該公司在香港的主要營業地點；或
(b) 根據第356條訂立的規例訂明的地方。
(2) 註冊非香港公司須—
(a) 在其押記登記冊記入—
(i) 每項該公司就其在香港境內的財產設立的押記；及
(ii) 每項就該公司取得的在香港境內的財產設立的押記；及
(b) 就(a)(i)及(ii)段指明的每項押記，在其押記登記冊內記入以下詳情—
(i) 該項押記所保證的款額；
(ii) 該項押記所規限的財產的描述；
(iii) (除屬不記名證券外)對該項押記享有權利的人的姓名或名稱。
(3) 如在註冊非香港公司就財產設立押記時或取得有關財產時，該財產不在香港境內，則第(2)款不
適用於該項押記。
(4) 如註冊非香港公司違反第(1)或(2)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如
有關罪行是持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
(5) 註冊非香港公司的高級人員明知而故意地授權或准許他人遺漏作出任何根據第(2)款須作出的記
項，即屬犯罪，可處第5級罰款。
第 622 章 - 《公司條例》 132
條： 354 關於押記登記冊備存於何處的通知 L.N. 163 of 2013 03/03/2014
(1) 公司或註冊非香港公司須將備存押記登記冊所在的地方，通知處長。該通知須符合指明格式，
並須在該登記冊首次在該地方備存後的15日內，交付處長登記。
(2) 凡備存押記登記冊所在的地方有任何更改(公司的註冊辦事處地址的更改，或註冊非香港公司在
香港的主要營業地點的地址更改除外)，公司須將更改通知處長。該通知須符合指明格式，並須
在該更改後的15日內，交付處長登記。
(3) 第(1)款並不規定公司或註冊非香港公司在以下情況下，將備存押記登記冊所在的地方通知處長
—
(a) 就於本條的生效日期*當日或之後開始存在的登記冊而言，該登記冊時刻備存於—
(i) 該公司的註冊辦事處；或
(ii) 該註冊非香港公司在香港的主要營業地點；或
(b) 在—
(i) 緊接該生效日期*前，該公司或該註冊非香港公司為《前身條例》第89條的施行而備存
某登記冊；而
(ii) 該生效日期*當日及之後，該登記冊為第352(1)或353(1)條的施行而備存於在緊接
該生效日期*前備存該登記冊所在的地方，作為押記登記冊。
(4) 如第(1)或(2)款遭違反，有關公司或註冊非香港公司及其每名責任人均屬犯罪，可各處第4級罰
款，如有關罪行是持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 355 查閱的權利 L.N. 163 of 2013 03/03/2014
(1) 公司的成員或債權人一經以訂明方式提出要求，即有權按照根據第657條訂立的規例，免費查閱
—
(a) 該公司根據第351(1)條備存的副本；及
(b) 該公司根據第352(1)條備存的押記登記冊。
(2) 註冊非香港公司的成員或債權人一經以訂明方式提出要求，即有權按照根據第356條訂立的規
例，免費查閱—
(a) 該公司根據第351(2)條備存的副本；及
(b) 該公司根據第353(1)條備存的押記登記冊。
(3) 任何其他人一經以訂明方式提出要求及繳付訂明費用，均有權按照根據第356或657條訂立的規
例查閱—
(a) 公司或註冊非香港公司根據第351(1)(a)或(2)(a)條備存的副本；及
(b) 公司或註冊非香港公司根據第352(1)或353(1)條備存的押記登記冊。
(4) 在本條中—
訂明(prescribed)指根據第356或657條訂立的規例所訂明。
條： 356 財政司司長可為施行本分部訂立規例 L.N. 163 of 2013 03/03/2014
(1) 財政司司長可訂立規例—
(a) 訂明—
第 622 章 - 《公司條例》 133
(i) 註冊非香港公司根據第351條須備存設立押記的文書的副本所在的地方；或
(ii) 註冊非香港公司根據第353條須備存押記登記冊所在的地方；
(b) 就註冊非香港公司須提供該等副本及登記冊以供根據第355條查閱的責任，訂定條文；
(c) 為施行第355(3)條訂明費用；及
(d) 訂明根據本分部須就或准予就該等副本及登記冊訂明的任何其他事情。
(2) 根據第(1)(a)款訂立的規例—
(a) 可訂明註冊非香港公司在香港的主要營業地點以外的一個地方；
(b) 可—
(i) 藉提述註冊非香港公司備存任何其他紀錄所在的地方，訂明一個地方；或
(ii) 以任何其他方式，訂明一個地方；
(c) 可規定除非該等規例訂明的條件獲符合，否則在該等規例訂明的地方備存有關副本或押記
登記冊，不屬遵守第351或353條的規定；及
(d) 可就第(1)(a)(i)或(ii)款指明的目的訂明多於一個地方。
(3) 根據第(1)(b)款訂立的規例—
(a) 可就查閱的時間、期限及方式，訂定條文；
(b) 可訂明提出查閱要求的方式；及
(c) 可界定註冊非香港公司在為查閱的目的而摘錄或出示資料時，就所摘錄或出示的資料的性
質及範圍以及摘錄或出示資料的方式方面須遵守的規定。
(4) 根據第(1)款訂立的規例—
(a) 可規定如註冊非香港公司違反任何該等規例—
(i) 該公司；及
(ii) 該公司的每名責任人，
均屬犯罪；
(b) 可規定如任何人犯(a)段所述罪行，該人可被處不超過第5級的罰款，如有關罪行是持續的
罪行，則可就該罪行持續期間的每一日，另被處不超過$1000的罰款；
(c) 可規定原訟法庭可在訂明情況下—
(i) 藉命令飭令立即讓有關副本及押記登記冊受查閱；及
(ii) 就查閱的時間、期限及方式，作出任何命令；及
(d) 可規定如該等副本或押記登記冊是備存於有關註冊非香港公司以外的人的辦事處，則(c)段
所述的命令可針對該人以及其高級人員及其他僱員作出。
(5) 本條例的任何條文或根據本條訂立的規例，不得解釋為阻止註冊非香港公司—
(a) 提供比該等規例所規定者更為廣泛的便利；或
(b) (如可收取費用)收取較所訂明的費用為低的費用，或不收取費用。
部： 9 帳目及審計 L.N. 163 of 2013 03/03/2014
(*格式變更─2013年第1號編輯修訂紀錄)
__________________________________________________________________________ 註：
* 第9部的格式已按現行法例樣式更新。
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導言 L.N. 163 of 2013 03/03/2014
第 622 章 - 《公司條例》 134
條： 357 釋義 L.N. 163 of 2013 03/03/2014
(1) 在本部中—
周年財務報表 (annual financial statements) 指根據第379(1)條須擬備的報表； 周年綜合財務報表 (annual consolidated financial statements) 指根據第379(2)條須擬備的綜
合報表；
核數師報告 (auditor’s report) 指根據第405條須擬備的報告； 財務報表 (financial statements) 指周年財務報表或周年綜合財務報表； 財務摘要報告 (summary financial report) 指根據第439條擬備的財務報告； 《規例》 (Regulation) 指根據第451及452條訂立的規例； 董事報告 (directors’ report) 指—
(a) 根據第388(1)條須擬備的報告；或
(b) 根據第388(2)條須擬備的綜合報告。
(2) 在本部中，提述關乎某財政年度的報告文件，即提述以下所有文件—
(a) 關乎該財政年度的財務報表；
(b) 關乎該財政年度的董事報告；
(c) 就該財務報表作出的核數師報告。
(3) 就本部而言，如有以下情況，某法人團體(前者)即屬另一法人團體的全資附屬公司：前者只有 以下成員—
(a) 該另一法人團體；
(b) 該另一法人團體的全資附屬公司；
(c) 該另一法人團體或上述全資附屬公司的代名人。
(編輯修訂—2013年第1號編輯修訂紀錄)
條： 358 就於有關條文的生效日期當日或之後開始的財政年度的適
用範圍等
L.N. 163 of 2013 03/03/2014
(1) 以下每一條文，均就於該條的生效日期*當日或之後開始的財政年度而適用—
(a) 第359條；
(b) 第379條；
(c) 第388條；
(d) 第389條；
(e) 第429條；
(f) 第430條；
(g) 第439條。
(2) 以下每一條文，均就關乎於該條的生效日期*當日或之後開始的財政年度的會計紀錄而適用—
(a) 第373條；
(b) 第374條；
(c) 第376條；
(d) 第377條。
(3) 以下每一條文，均就關乎於該條的生效日期*當日或之後開始的財政年度的財務報表而適用—
(a) 第380條；
(b) 第381條；
(c) 第382條；
(d) 第383條；
第 622 章 - 《公司條例》 135
(e) 第436條；
(f) 第449條。
(4) 第387條就以下財務狀況表而適用：關乎於該條的生效日期*當日或之後開始的財政年度的財務
狀況表。
(5) 以下每一條文，均就關乎於該條的生效日期*當日或之後開始的財政年度的董事報告而適用—
(a) 第390條；
(b) 第391條。
(6) 以下每一條文，均就為於該條的生效日期*當日或之後開始的財政年度作出的核數師委任而適用
—
(a) 第394條；
(b) 第395條；
(c) 第396條；
(d) 第398條；
(e) 第399條。
(7) 以下每一條文，均就為於該條的生效日期*當日或之後開始的財政年度獲委任為核數師的人而適
用—
(a) 第402條；
(b) 第403條；
(c) 第404條。
(8) 第411條就以下成員大會而適用：於該條的生效日期*當日或之後就之發出通知的成員大會。
(9) 以下每一條文就為於該條的生效日期*當日或之後開始的財政年度獲委任或當作再度獲如此委任
為核數師的人而適用—
(a) 第412條；
(b) 第416條；
(c) 第417條；
(d) 第418條；
(e) 第419條。
(10)第415條就以下條文而適用：於該條的生效日期*當日或之後訂立的條文。
(11)第435條就以下項目而適用—
(a) 關乎於該條的生效日期*當日或之後開始的財政年度的財務報表及董事報告；及
(b) 就該財務報表作出的核數師報告。
(12)第440條就以下財務摘要報告而適用：關乎於該條的生效日期*當日或之後開始的財政年度的財
務摘要報告。
(13)附表4就以下財務報表而適用︰關乎於該附表的生效日期*當日或之後開始的財政年度的財務報
表。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
部：
分部：
9
2
提交報告方面的豁免 L.N. 163 of 2013 03/03/2014
第 622 章 - 《公司條例》 136
條： 359 在提交報告方面獲豁免的公司 L.N. 163 of 2013 03/03/2014
(1) 就本部而言，如有以下情況，公司即就某財政年度在提交報告方面獲豁免—
(a) 該公司—
(i) 就該財政年度而言，符合歸類為小型私人公司或小型擔保公司的資格；及
(ii) 在該財政年度的任何時間，均不是第(4)款指明的公司；
(b) 該公司—
(i) 在該財政年度的整段期間，均是私人公司，並且在該財政年度的任何時間，均不是第
(4)款指明的公司；
(ii) 沒有附屬公司，亦不是另一公司的附屬公司；及
(iii) 所有成員均以書面同意，該公司僅就該財政年度在提交報告方面獲豁免；或
(c) 符合以下描述的情況—
(i) 該公司在該財政年度的整段期間，均是私人公司，並且在該財政年度的任何時間，均
不是第(4)款指明的公司；
(ii) 就該財政年度而言，該公司符合歸類為合資格私人公司的資格；而且
(iii) 第360(1)條指明的條件獲符合。
(2) 就本部而言，如有以下情況，公司亦就某財政年度在提交報告方面獲豁免—
(a) 該公司在該財政年度的整段期間，均是私人公司，並且在該財政年度的任何時間，均不是
第(4)款指明的公司；
(b) 該公司是某公司集團的控權公司，而在該財政年度的任何時間，該集團沒有成員是第(4)款
指明的公司；及
(c) 該集團—
(i) 就該財政年度而言，符合歸類為小型私人公司集團的資格；或
(ii) 就該財政年度符合歸類為合資格私人公司集團的資格，而且第360(2)條指明的條
件獲符合。
(3) 就本部而言，如有以下情況，公司亦就某財政年度在提交報告方面獲豁免—
(a) 該公司在該財政年度的整段期間，均是擔保有限公司，並且在該財政年度的任何時間，均
不是第(4)款指明的公司；
(b) 該公司是某公司集團的控權公司，而在該財政年度的任何時間，該集團沒有成員是第(4)款
指明的公司；及
(c) 該集團就該財政年度而言，符合歸類為小型擔保公司集團的資格。
(4) 為施行第(1)、(2)及(3)款而指明的公司為—
(a) 經營銀行業務，並持有有效的根據《銀行業條例》(第155章)批給的銀行牌照的公司；
(b) 屬符合以下說明的法團的公司︰根據《證券及期貨條例》(第571章)第V部獲發牌，以經營
該條例所指的任何受規管活動的業務；或
(c) 符合以下說明的公司—
(i) 經營任何並非純粹以代理人身分經營的保險業務；或
(ii) 以經營銀行業務以外的行業或業務的方式，接受有息貸款或須連同溢價償還的貸
款，但按涉及發行債權證或其他證券的條款而接受的貸款除外。
條： 360 為施行第359(1)(c)(iii)及(2)(c)(ii)條而指明的條件 L.N. 163 of 2013 03/03/2014
(1) 為施行第359(1)(c)(iii)條而指明的條件為—
(a) (在第(3)款的規限下)持有有關公司最少75%的表決權的成員，在成員大會上通過決議，議
決該公司就有關財政年度在提交報告方面獲豁免；及
第 622 章 - 《公司條例》 137
(b) 持有餘下的表決權的成員並無投票反對該決議。
(2) 為施行第359(2)(c)(ii)條而指明的條件如下—
(a) 如有關公司集團僅因在有關的一個或多於一個財政年度不符合附表3第1(7)條指明的條件，
以致就有關財政年度而言，該集團不符合歸類為小型私人公司集團的資格，則條件為—
(i) (在第(3)款的規限下)在該集團的每間公司(屬不符合歸類為小型私人公司的資格者)
中，有持有公司最少75%的表決權的成員，在成員大會上通過決議，議決該公司就有關
財政年度在提交報告方面獲豁免；及
(ii) 持有餘下的表決權的成員並無投票反對該決議； 附註—
公司集團如屬第364(1)、(2)或(3)條所指者，即符合歸類為小型私人公司集團的資格。
(b) 如有關公司集團僅因在有關的一個或多於一個財政年度不符合附表3第1(8)條指明的條件中
任何2項，以致就有關財政年度而言，該集團不符合歸類為小型私人公司集團的資格，則條
件為—
(i) (在第(3)款的規限下)持有有關控權公司最少75%的表決權的成員，在成員大會上通過
決議，議決該控權公司就有關財政年度在提交報告方面獲豁免；及
(ii) 持有餘下的表決權的成員並無投票反對該決議；或
(c) 如有關公司集團因在有關的一個或多於一個財政年度，既不符合附表3第1(7)條指明的條
件，亦不符合該附表第1(8)條指明的條件中任何2項，以致就有關財政年度而言，該集團不
符合歸類為小型私人公司集團的資格，則條件為—
(i) (在第(3)款的規限下)在該集團的每間公司(屬不符合歸類為小型私人公司的資格者)
中，有持有公司最少75%的表決權的成員，在成員大會上通過決議，議決該公司就有關
財政年度在提交報告方面獲豁免，而且持有有關控權公司最少75%的表決權的成員，在
成員大會上通過決議，議決該控權公司就有關財政年度在提交報告方面獲豁免；及
(ii) 持有餘下的表決權的成員並無投票反對該決議。
(3) 如—
(a) 有議決某公司就某財政年度在提交報告方面獲豁免的決議，為第(1)(a)或(2)(a)(i)、
(b)(i) 或(c)(i)款的目的而獲通過；
(b) 該公司某成員藉向該公司發出書面通知，反對該公司就該財政年度在提交報告方面獲豁
免；及
(c) 該通知是在該項反對所關乎的財政年度終結的最少6個月之前發出的，
則該決議即視為沒有就該項反對所關乎的財政年度獲通過。
(4) 公司須在收到第(3)(b)款所指的通知後的14日內，將有關反對告知其成員。
(5) 凡有第(1)(a) 或(2)(a)(i)、(b)(i)或(c)(i)款所述的決議，則須就該決議發出特別通知。 附註—
請亦參閱第578條，該條列出關於特別通知的規定。
條： 361 小型私人公司 L.N. 163 of 2013 03/03/2014
(1) 就本部而言，如公司是根據本條例組成及註冊的私人公司，且在其首個財政年度，附表3 第
1(1)條指明的條件中任何2項獲符合，則就該首個財政年度及其後每個財政年度而言，該公司符
合歸類為小型私人公司的資格，直至該公司根據第(4)款喪失該資格為止。
(2) 就本部而言，如公司是原有的私人公司，且—
(a) 在其在本條開始實施後的首個財政年度；或
(b) 該公司就《前身條例》而言的、在該首個財政年度的對上一個財政年度，
附表3第1(1)條指明的條件中任何2項獲符合，則就該首個財政年度及其後每個財政年度而言，
第 622 章 - 《公司條例》 138
該公司符合歸類為小型私人公司的資格，直至該公司根據第(4)款喪失該資格為止。
(3) 就本部而言，如—
(a) 公司是私人公司；且
(b) 在其在本條開始實施後的首個財政年度後，附表3第1(1)條指明的條件中任何2 項獲符合，
並且連續2個財政年度如此符合，
則就緊接該2個財政年度後的財政年度及其後每個財政年度而言，該公司亦符合歸類為小型私人
公司的資格，直至該公司根據第(4)款喪失該資格為止。
(4) 就本部而言，如在公司根據第(1)、(2)或(3)款符合歸類為小型私人公司的資格後，附表3第
1(2)條指明的條件中任何2項在連續2個財政年度不獲符合，則就緊接該2個財政年度後的財政年
度及其後每個財政年度而言，該公司喪失歸類為小型私人公司的資格，直至該公司再次根據第
(3)款符合該資格為止。
條： 362 合資格私人公司 L.N. 163 of 2013 03/03/2014
(1) 就本部而言，如公司是根據本條例組成及註冊的私人公司，且在其首個財政年度，附表3第1(3)
條指明的條件中任何2項獲符合，則就該首個財政年度及其後每個財政年度而言，該公司符合歸
類為合資格私人公司的資格，直至該公司根據第(4)款喪失該資格為止。
(2) 就本部而言，如公司是原有的私人公司，且—
(a) 在其在本條開始實施後的首個財政年度；或
(b) 該公司就《前身條例》而言的、在該首個財政年度的對上一個財政年度，
附表3第1(3)條指明的條件中任何2項獲符合，則就該首個財政年度及其後每個財政年度而言，
該公司符合歸類為合資格私人公司的資格，直至該公司根據第(4)款喪失該資格為止。
(3) 就本部而言，如—
(a) 公司是私人公司；且
(b) 在其在本條開始實施後的首個財政年度後，附表3第1(3)條指明的條件中任何2項獲符合，
並且連續2個財政年度如此符合，
則就緊接該2 個財政年度後的財政年度及其後每個財政年度而言，該公司亦符合歸類為合資格
私人公司的資格，直至該公司根據第(4) 款喪失該資格為止。
(4) 就本部而言，如在公司根據第(1)、(2)或(3)款符合歸類為合資格私人公司的資格後，附表3第
1(4)條指明的條件中任何2項在連續2個財政年度不獲符合，則就緊接該2個財政年度後的財政年
度及其後每個財政年度而言，該公司喪失歸類為合資格私人公司的資格，直至該公司再次根據
第(3)款符合該資格為止。
條： 363 小型擔保公司 L.N. 163 of 2013 03/03/2014
(1) 就本部而言，如公司是根據本條例組成及註冊的擔保有限公司，且在其首個財政年度，附表3第
1(5)條指明的條件獲符合，則就該首個財政年度及其後每個財政年度而言，該公司符合歸類為
小型擔保公司的資格，直至該公司根據第(4) 款喪失該資格為止。
(2) 就本部而言，如公司是原有的擔保有限公司，且—
(a) 在其在本條開始實施後的首個財政年度；或
(b) 該公司就《前身條例》而言的、在該首個財政年度的對上一個財政年度，
附表3第1(5)條指明的條件獲符合，則就該首個財政年度及其後每個財政年度而言，該公司符合
歸類為小型擔保公司的資格，直至該公司根據第(4)款喪失該資格為止。
(3) 就本部而言，如—
(a) 公司是擔保有限公司；且
第 622 章 - 《公司條例》 139
(b) 在其在本條開始實施後的首個財政年度後，附表3第1(5)條指明的條件獲符合，並且連續2
個財政年度如此符合，
則就緊接該2個財政年度後的財政年度及其後每個財政年度而言，該公司亦符合歸類為小型擔保
公司的資格，直至該公司根據第(4)款喪失該資格為止。
(4) 就本部而言，如在公司根據第(1)、(2)或(3)款符合歸類為小型擔保公司的資格後，附表3第
1(6)條指明的條件在連續2個財政年度不獲符合，則就緊接該2個財政年度後的財政年度及其後
每個財政年度而言，該公司喪失歸類為小型擔保公司的資格，直至該公司再次根據第(3)款符合
該資格為止。
條： 364 小型私人公司集團 L.N. 163 of 2013 03/03/2014
(1) 就本部而言，如—
(a) 公司集團的控權公司是根據本條例組成及註冊的；且
(b) 在該控權公司的首個財政年度，附表3第1(7)條指明的條件及該附表第1(8)條指明的條件中
任何2項獲符合，
則就該首個財政年度及其後每個財政年度而言，該集團符合歸類為小型私人公司集團的資格，
直至該集團根據第(4)或(5)款喪失該資格為止。
(2) 就本部而言，如—
(a) 公司集團的控權公司是原有公司；且
(b) 在以下財政年度，附表3第1(7)條指明的條件及該附表第1(8)條指明的條件中任何2 項獲符
合—
(i) 該控權公司的在本條開始實施後的首個財政年度；或
(ii) 該控權公司就《前身條例》而言的、在該首個財政年度的對上一個財政年度，
則就該首個財政年度及其後每個財政年度而言，該集團符合歸類為小型私人公司集團的資格，
直至該集團根據第(4)或(5)款喪失該資格為止。
(3) 就本部而言，如在公司集團的控權公司的在本條開始實施後的首個財政年度後，附表3第1(7)條
指明的條件及該附表第1(8)條指明的條件中任何2項獲符合，並且連續就該控權公司的2個財政
年度如此符合，則就緊接該2個財政年度後的財政年度及其後每個財政年度而言，該集團亦符合
歸類為小型私人公司集團的資格，直至該集團根據第(4)或(5)款喪失該資格為止。
(4) 就本部而言，如在公司集團根據第(1)、(2)或(3)款符合歸類為小型私人公司集團的資格後，在
控權公司的某財政年度有另一公司成為該集團的新成員，以致就該財政年度而言，附表3第1(7)
條指明的條件或該附表第1(9)條指明的條件中任何2項不獲符合，則就該財政年度及其後每個財
政年度而言，該集團喪失歸類為小型私人公司集團的資格，直至該集團再次根據第(3)款符合該
資格為止。
(5) 就本部而言，如在公司集團根據第(1)、(2)或(3)款符合歸類為小型私人公司集團的資格後，附
表3第1(7)條指明的條件或該附表第1(9)條指明的條件中任何2項在連續2個控權公司的財政年度
不獲符合，則就緊接該2個財政年度後的財政年度及其後每個財政年度而言，該集團亦喪失歸類
為小型私人公司集團的資格，直至該集團再次根據第(3)款符合該資格為止。
條： 365 合資格私人公司集團 L.N. 163 of 2013 03/03/2014
(1) 就本部而言，如—
(a) 公司集團的控權公司是根據本條例組成及註冊的；且
(b) 在該控權公司的首個財政年度，附表3第1(10)條指明的條件及該附表第1(11)條指明的條件
中任何2項獲符合，
第 622 章 - 《公司條例》 140
則就該首個財政年度及其後每個財政年度而言，該集團符合歸類為合資格私人公司集團的資
格，直至該集團根據第(4)或(5)款喪失該資格為止。
(2) 就本部而言，如—
(a) 公司集團的控權公司是原有公司；且
(b) 在以下財政年度，附表3第1(10)條指明的條件及該附表第1(11)條指明的條件中任何2項獲
符合—
(i) 該控權公司的在本條開始實施後的首個財政年度；或
(ii) 該控權公司就《前身條例》而言的、在該首個財政年度的對上一個財政年度，
則就該首個財政年度及其後每個財政年度而言，該集團符合歸類為合資格私人公司集團的資
格，直至該集團根據第(4)或(5)款喪失該資格為止。
(3) 就本部而言，如在公司集團的控權公司的在本條開始實施後的首個財政年度後，附表3第1(10)
條指明的條件及該附表第1(11)條指明的條件中任何2項獲符合，並且連續就該控權公司的2個財
政年度如此符合，則就緊接該2 個財政年度後的財政年度及其後每個財政年度而言，該集團亦
符合歸類為合資格私人公司集團的資格，直至該集團根據第(4)或(5)款喪失該資格為止。
(4) 就本部而言，如在公司集團根據第(1)、(2)或(3)款符合歸類為合資格私人公司集團的資格後，
在控權公司的某財政年度有另一公司成為該集團的新成員，以致就該財政年度而言，附表3第
1(10)條指明的條件或該附表第1(12)條指明的條件中任何2 項不獲符合，則就該財政年度及其
後每個財政年度而言，該集團喪失歸類為合資格私人公司集團的資格，直至該集團再次根據第
(3)款符合該資格為止。
(5) 就本部而言，如在公司集團根據第(1)、(2)或(3)款符合歸類為合資格私人公司集團的資格後，
附表3第1(10)條指明的條件或該附表第1(12)條指明的條件中任何2項在連續2個控權公司的財政
年度不獲符合，則就緊接該2個財政年度後的財政年度及其後每個財政年度而言，該集團亦喪失
歸類為合資格私人公司集團的資格，直至該集團再次根據第(3)款符合該資格為止。
條： 366 小型擔保公司集團 L.N. 163 of 2013 03/03/2014
(1) 就本部而言，如—
(a) 公司集團的控權公司是根據本條例組成及註冊的；且
(b) 在該控權公司的首個財政年度，附表3第1(13)條指明的條件獲符合，
則就該首個財政年度及其後每個財政年度而言，該集團符合歸類為小型擔保公司集團的資格，
直至該集團根據第(4)或(5)款喪失該資格為止。
(2) 就本部而言，如—
(a) 公司集團的控權公司是原有公司；且
(b) 在以下財政年度，附表3第1(13)條指明的條件獲符合—
(i) 該控權公司的在本條開始實施後的首個財政年度；或
(ii) 該控權公司就《前身條例》而言的、在該首個財政年度的對上一個財政年度，
則就該首個財政年度及其後每個財政年度而言，該集團符合歸類為小型擔保公司集團的資格，
直至該集團根據第(4)或(5)款喪失該資格為止。
(3) 就本部而言，如在公司集團的控權公司的在本條開始實施後的首個財政年度後，附表3第1(13)
條指明的條件獲符合，並且連續就該控權公司的2個財政年度如此符合，則就緊接該2個財政年
度後的財政年度及其後每個財政年度而言，該集團亦符合歸類為小型擔保公司集團的資格，直
至該集團根據第(4)或(5)款喪失該資格為止。
(4) 就本部而言，如在公司集團根據第(1)、(2)或(3)款符合歸類為小型擔保公司集團的資格後，在
控權公司的某財政年度有另一公司成為該集團的新成員，以致就該財政年度而言，附表3第
1(14)條指明的條件不獲符合，則就該財政年度及其後每個財政年度而言，該集團喪失歸類為小
第 622 章 - 《公司條例》 141
型擔保公司集團的資格，直至該集團再次根據第(3)款符合該資格為止。
(5) 就本部而言，如在公司集團根據第(1)、(2)或(3)款符合歸類為小型擔保公司集團的資格後，附
表3第1(14)條指明的條件在連續2個控權公司的財政年度不獲符合，則就緊接該2個財政年度後
的財政年度及其後每個財政年度而言，該集團亦喪失歸類為小型擔保公司集團的資格，直至該
集團再次根據第(3)款符合該資格為止。
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公司的財政年度 L.N. 163 of 2013 03/03/2014
條： 367 財政年度 L.N. 163 of 2013 03/03/2014
(1) 公司在本條開始實施後的首個財政年度，於其首個會計參照期的首日開始，而終結日期為該期
間的最後一日。
(2) 公司的其後每個財政年度，於緊接對上的財政年度終結後的日期開始，而終結日期為緊接用以
定出對上的財政年度的會計參照期後的一個會計參照期的最後一日。
(3) 如企業不是公司，而該企業的章程或設立該企業所根據的法律規定該企業須就某期間( 不論該
期間是否一年) 擬備損益表，則在本條例中提述其財政年度，即提述該期間。
(4) 公司的董事須確使該公司的每一間附屬企業的財政年度，均與該公司的財政年度同步，但如董
事認為有良好理由不使該等財政年度同步，則不在此限。
(5) 在本條中—
企業(undertaking)指— (a) 法人團體；
(b) 合夥；或
(c) 經營(不論是否為牟利)某行業或業務的不屬法團的組織。
條： 368 會計參照期 L.N. 163 of 2013 03/03/2014
(1) 就於第3部第1分部的生效日期*前組成及註冊的原有公司而言，其首個會計參照期，於其初始會
計參照日的翌日開始，並於該初始會計參照日的首個周年日終結。
(2) 就—
(a) 根據本條例組成及註冊的公司而言；及
(b) 按根據附表11或憑藉《釋義及通則條例》(第1章)第23條具有持續效力的《前身條例》的條
文組成及註冊的公司而言，
其首個會計參照期，於其成立為法團的日期開始，並於其初始會計參照日終結。
(3) 公司的其後每個會計參照期均為12個月的期間，於緊接對上的會計參照期的終結後開始，並於
其會計參照日終結，但如該會計參照期被縮短或延長(如第371(3)條所指的董事決議所述者)則
除外。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 369 初始會計參照日 L.N. 163 of 2013 03/03/2014
(1) 就於第3部第1分部的生效日期*前組成及註冊的原有公司而言—
第 622 章 - 《公司條例》 142
(a) 如在本條的生效日期*當日或之後—
(i) 已按根據附表11具有持續效力的《前身條例》第122條，將該公司的帳目在成員大會上
提交該公司省覽；或
(ii) 已按根據附表11具有持續效力的《前身條例》第111(6)條將該公司的帳目提供予
成員，
則初始會計參照日是該帳目所涵蓋的期間的最後一日；或
(b) 如在本條的生效日期*當日或之後，沒有如(a)(i)或(ii)段所述般提交或提供該公司的帳目
—
(i) 凡在根據附表11持續有效的《前身條例》第111(1)條規定該公司舉行成員大會的限期
的最後一日或之前，該帳目已經擬備，則初始會計參照日是該帳目所涵蓋的期間的最
後一日；
(ii) 凡第(i)節不適用，但在該第111(1)條規定該公司舉行成員大會的限期的最後一日
或之前，已有帳目擬備，而該帳目所涵蓋的期間的最後一日，是早於本條的生效日期*
前的一日，則初始會計參照日是該帳目所涵蓋的期間的最後一日的首個周年日；或
(iii) 凡屬其他情況，則初始會計參照日是該第111(1)條規定該公司舉行成員大會的限
期的最後一日。
(2) 如有關帳目所涵蓋的期間的最後一日，是早於本條的生效日期*前的一日，則第(1)(a)及(b)(i)
款均不適用。
(3) 除非屬以下情況，否則第(1)(a)(i)條不適用—
(a) 如屬公司的首次成員大會，該成員大會是在該公司成立為法團的18個月內舉行的；或
(b) 如屬其他情況，公司的成員大會是在該公司的對上的周年成員大會舉行後的15個月內，並
在該對上的周年成員大會舉行的年份後的一年內舉行。
(4) 如有關帳目所涵蓋的期間的最後一日，是早於本條的生效日期*前的12個月期間開始前的一日，
則第(1)(b)(ii)款不適用。
(5) 就根據本條例組成及註冊的公司，或按根據附表11或憑藉《釋義及通則條例》( 第1章)第23條
具有持續效力的《前身條例》的條文組成及註冊的公司而言，初始會計參照日是—
(a) 董事為本段的目的而指明的日期，而該日期須在有關日期前；或
(b) (如沒有該指明日期)有關日期。
(6) 為第(5)(a)款的目的指明的日期，須是公司成立為法團的日期後的18 個月內的日期。
(7) 在本條中—
有關日期 (relevant date) 指有關公司成立為法團的有關周年日所屬的月份的最後一日； 有關周年日 (relevant anniversary) 就公司成立為法團一事而言，指本條開始實施後首個出現
的、該公司成立為法團的周年日。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 370 會計參照日 L.N. 163 of 2013 03/03/2014
除第371條另有規定外，公司的會計參照日，是其初始會計參照日的周年日。
條： 371 會計參照日的更改 L.N. 163 of 2013 03/03/2014
(1) 公司的董事可就以下的會計參照期，指明新的會計參照日—
(a) 公司現行的會計參照期，以及其後每個會計參照期；或
第 622 章 - 《公司條例》 143
(b) 公司對上的會計參照期，以及其後每個會計參照期。
(2) 如公眾公司或擔保有限公司的董事根據第(1)款，指明新的會計參照日，該公司須在指明該新的
會計參照日的董事決議的日期後的15日內，將關於該新的日期的通知交付處長登記，該通知須
符合指明格式。
(3) 指明新的會計參照日的董事決議及向處長交付的關於該新的日期的通知，須述明—
(a) 有關的現行或對上的會計參照期會否被縮短，以致該期間終結的日期，變成該期間開始後
新的會計參照日首次出現的日期；或
(b) 有關的現行或對上的會計參照期會否被延長，以致該期間終結的日期，變成該期間開始後
新的會計參照日第二次出現的日期。
(4) 如有以下情況，公司的董事不得就對上的會計參照期指明新的會計參照日—
(a) 根據第429條，須就參照該會計參照期而定出的財政年度，在成員大會上提交關乎該財政年
度的報告文件的文本供該公司省覽，而提交該套文件的限期已屆滿；或
(b) 根據第430(3)條，須將關乎該財政年度的報告文件的文本送交成員，而送交該套文件的限
期已屆滿。
(5) 公司的董事不得就某會計參照期指明一個新的會計參照日，從而將該期間延長至超過18個月。
(6) 如有以下情況，公司的董事不得就現行或對上的會計參照期指明一個新的會計參照日，從而延
長該期間—
(a) 該等董事已就較早前的會計參照期指明一個新的會計參照日，從而延長該期間；及
(b) 該較早前的會計參照期，是在指明新的會計參照日前的5年內終結的。
(7) 如有以下情況，第(6)款不適用—
(a) 董事將會指明的新的會計參照日，是與有關公司的控權公司的會計參照日同步的；或
(b) 該項指明獲成員的決議所批准。
(8) 如公司違反第(2)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$300。
(9) 在本條中—
對上的會計參照期(previous accounting reference period)就公司而言，指在緊接該公司現行的 會計參照期之前的該公司的會計參照期。
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財務報表及董事報告的擬備 L.N. 163 of 2013 03/03/2014
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次分部：
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1
導言 L.N. 163 of 2013 03/03/2014
條： 372 釋義 L.N. 163 of 2013 03/03/2014
在本分部中—
印本形式 (in hard copy form) 指紙張形式，或能夠供閱讀的相類形式； 電子形式 (in electronic form) 指電子紀錄的形式。
第 622 章 - 《公司條例》 144
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會計紀錄 L.N. 163 of 2013 03/03/2014
條： 373 公司須備存會計紀錄 L.N. 163 of 2013 03/03/2014
(1) 公司須備存符合第(2)及(3)款的會計紀錄。
(2) 會計紀錄須足以—
(a) 顯示及解釋公司的交易；
(b) 以合理的準確度，在任何時間披露公司的財務狀況及財務表現；及
(c) 使董事能夠確保財務報表符合本條例。
(3) 會計紀錄尤其須載有—
(a) 公司所有收支款項的每日記項，及該等收支所關乎的事宜；及
(b) 公司的資產及債務的紀錄。
(4) 如第(1)款不就公司的附屬企業而適用，該公司須採取一切合理步驟，以確使該附屬企業備存會
計紀錄，該等會計紀錄須足以使該公司的董事能夠確保根據第4分部第3次分部須擬備的財務報
表符合本條例。
(5) 公司的董事沒有採取一切合理步驟，以確保第(1)或(4)款獲遵守，即屬犯罪，可處罰款
$300000。
(6) 公司的董事故意沒有採取一切合理步驟，以確保第(1)或(4)款獲遵守，即屬犯罪，可處罰款
$300000及監禁12個月。
(7) 凡某人被控犯第(5)款所訂罪行，如確立該人有合理理由相信，而又確實相信，有勝任而可靠的
人—
(a) 已獲委以確保第(1)或(4)款(視屬何情況而定)獲遵守的責任；及
(b) 能夠執行該責任，
即屬免責辯護。
條： 374 備存會計紀錄的地方 L.N. 163 of 2013 03/03/2014
(1) 公司的會計紀錄—
(a) 須備存於其註冊辦事處，或董事認為合適的任何其他地方；及
(b) 須時刻開放予董事免費查閱。
(2) 如公司的會計紀錄是備存於香港以外的地方，則關於該紀錄所處理的業務的帳目及申報表—
(a) 須送交及備存於香港某地方；及
(b) 須時刻開放予董事免費查閱。
(3) 上述帳目及申報表—
(a) 須以合理的準確度，披露有關業務相隔不超過6個月的財務狀況；及
(b) 須足以使董事能夠確保根據第4分部第3次分部須擬備的財務報表符合本條例。
(4) 公司的董事沒有採取一切合理步驟，以確保第(1)、(2)或(3)款獲遵守，即屬犯罪，可處罰款
$300000。
(5) 公司的董事故意沒有採取一切合理步驟，以確保第(1)、(2)或(3)款獲遵守，即屬犯罪，可處罰
款$300000及監禁12個月。
(6) 凡某人被控犯第(4)款所訂罪行，如確立該人有合理理由相信，而又確實相信，有勝任而可靠的
人—
第 622 章 - 《公司條例》 145
(a) 已獲委以確保第(1)、(2)或(3)款(視屬何情況而定)獲遵守的責任；及
(b) 能夠執行該責任，
即屬免責辯護。
條： 375 董事可在查閱時取得會計紀錄的文本 L.N. 163 of 2013 03/03/2014
(1) 公司須容許該公司的董事在查閱該公司會計紀錄的過程中，製作該紀錄的文本。
(2) 如公司的董事有此要求，該公司須免費向該董事提供該公司會計紀錄的文本。
(3) 為施行第(2)款—
(a) 如董事要求提供採用印本形式的公司會計紀錄的文本，該公司須提供採用印本形式的該文
本；及
(b) 如董事要求提供採用電子形式的公司會計紀錄的文本，該公司須提供採用該公司認為合適
的電子形式的該文本。
(4) 如公司只以採用印本形式記錄相關資料的方式，備存其會計紀錄，則第(2)及(3)款不規定該公
司向其董事提供採用電子形式的該公司會計紀錄的文本。
(5) 如公司以採用電子形式記錄相關資料的方式，備存其會計紀錄，則根據本次分部施加的、規定
開放會計紀錄以供查閱的規定，即視為規定—
(a) 開放該紀錄的印本形式的複製本，以供查閱；及
(b) 應有權查閱該會計紀錄的人的要求，開放該紀錄，供人以電子方式查閱。
(6) 公司的董事沒有採取一切合理步驟，以確保第(1)或(2)款獲遵守，即屬犯罪，可處第5級罰款，
如有關罪行是持續的罪行，則可就該罪行持續期間的每一日，另處罰款$1000。
(7) 凡某人被控犯第(6)款所訂罪行，如確立該人有合理理由相信，而又確實相信，有勝任而可靠的
人—
(a) 已獲委以確保第(1)或(2)款(視屬何情況而定)獲遵守的責任；及
(b) 能夠執行該責任，
即屬免責辯護。
條： 376 會計紀錄的形式 L.N. 163 of 2013 03/03/2014
(1) 載於公司會計紀錄的資料，須予充分記錄，以令它們可供日後參閱。
(2) 在不抵觸第(1)款的條文下，公司會計紀錄可—
(a) 採用印本形式或電子形式備存；及
(b) 以董事認為合適的方式編排。
(3) 如公司的會計紀錄是採用電子形式備存的，則該公司須確保該等紀錄能夠以印本形式複製。
(4) 如會計紀錄的備存方式，並非藉着在經釘裝的簿冊內作出記項，則公司須—
(a) 採取足夠預防措施，以防止揑改；及
(b) 採取足夠步驟，以利便發現任何揑改。
(5) 如第(1)款遭違反，公司及其每名責任人均屬犯罪，可各處第3級罰款，如有關罪行是持續的罪
行，則可就該罪行持續期間的每一日，另各處罰款$300。
(6) 如第(3)或(4)款遭違反，公司及其每名責任人均屬犯罪，可各處第3級罰款。
條： 377 保存會計紀錄的時期 L.N. 163 of 2013 03/03/2014
(1) 本條適用於第373(1)或374(2)條規定須備存的會計紀錄或帳目及申報表。
(2) 公司須保存上述紀錄或帳目及申報表7年，而該7年期間是由該紀錄或帳目及申報表中的最後作
第 622 章 - 《公司條例》 146
出的記項或最後記錄的事宜所關乎的財政年度終結時起計。
(3) 公司的董事沒有採取一切合理步驟，以確保第(2)款獲遵守，即屬犯罪，可處罰款$300000。
(4) 公司的董事故意沒有採取一切合理步驟，以確保第(2)款獲遵守，即屬犯罪，可處罰款$300000
及監禁12個月。
(5) 凡某人被控犯第(3)款所訂罪行，如確立該人有合理理由相信，而又確實相信，有勝任而可靠的
人—
(a) 已獲委以確保第(2)款獲遵守的責任；及
(b) 能夠執行該責任，
即屬免責辯護。
條： 378 原訟法庭可命令代表董事查閱會計紀錄 L.N. 163 of 2013 03/03/2014
(1) 原訟法庭可應公司的董事的申請，藉命令授權某人代表該董事查閱該公司的會計紀錄。
(2) 除非原訟法庭另有指示，否則上述獲授權的人可製作有關會計紀錄的文本。
(3) 原訟法庭可作出以下任何或所有命令—
(a) 對上述獲授權的人使用在查閱的過程中取得的資料作出限制的命令；
(b) 對上述獲授權的人按照第(2) 款製作文本的權利作出限制的命令；
(c) 原訟法庭認為合適的任何其他命令。
部：
分部：
次分部：
9
4
3
財務報表 L.N. 163 of 2013 03/03/2014
條： 379 董事須擬備財務報表 L.N. 163 of 2013 03/03/2014
(1) 公司的董事須就每個財政年度擬備符合第380及383條的報表。
(2) 儘管有第(1)款的規定，如在有關的財政年度終結時，公司是控權公司，則董事須以就該財政年
度擬備符合第380、381及383條的綜合報表代替。
(3) 如有以下情況，第(2)款不適用—
(a) 在有關財政年度，公司是另一法人團體的全資附屬公司；或
(b) 以下情況—
(i) 在有關財政年度，公司是另一法人團體的非全資附屬公司；
(ii) 在該財政年度終結前最少6個月，董事以書面方式告知成員他們擬不就該財政年度
擬備綜合報表，而該通知不關乎任何其他財政年度；及
(iii) 直至該財政年度終結前3個月的日期，沒有成員藉以下方式回應該通知：向董事提
出書面要求，要求就該財政年度擬備綜合報表。
(4) 如就根據第429條在成員大會上提交公司省覽、根據第430條送交成員或由該公司以其他方式傳
閱、發布或發出的財務報表的文本而言，該公司的董事沒有採取一切合理步驟，以確使第(1)或
(2)款獲遵守，有關董事即屬犯罪，可處罰款$300000。
(5) 如就根據第429條在成員大會上提交公司省覽、根據第430條送交成員或由該公司以其他方式傳
閱、發布或發出的財務報表的文本而言，該公司的董事故意沒有採取一切合理步驟，以確使第
(1)或(2)款獲遵守，有關董事即屬犯罪，可處罰款$300000及監禁12個月。
(6) 凡某人被控犯第(4)款所訂罪行，如確立該人有合理理由相信，而又確實相信，有勝任而可靠的
人—
第 622 章 - 《公司條例》 147
(a) 已獲委以確保第(1)或(2)款(視屬何情況而定)獲遵守的責任；及
(b) 能夠執行該責任，
即屬免責辯護。
條： 380 關於財務報表的一般規定 L.N. 163 of 2013 03/03/2014
(1) 關乎某財政年度的周年財務報表須—
(a) 真實而中肯地反映公司於該財政年度終結時的財務狀況；及
(b) 真實而中肯地反映公司於該財政年度的財務表現。
(2) 關乎某財政年度的周年綜合財務報表須—
(a) 真實而中肯地反映公司及所有附屬企業於該財政年度終結時的整體財務狀況；及
(b) 真實而中肯地反映公司及所有附屬企業於該財政年度的整體財務表現。
(3) 如—
(a) 公司就有關財政年度在提交報告方面獲豁免，則關乎該財政年度的財務報表須符合附表4第
1部；或
(b) 公司不就有關財政年度在提交報告方面獲豁免，則關乎該財政年度的財務報表須符合附表4
第1及2部。
(4) 關乎某財政年度的財務報表亦須符合—
(a) 本條例中關於該財務報表的任何其他規定；及
(b) 適用於該財務報表的會計準則。
(5) 如就財務報表而言，符合第(3)及(4)款並不足以根據第(1)或(2)款作真實而中肯的反映，則該
財務報表須載有所有對該目的屬必需的額外資料。
(6) 如就財務報表而言， 符合第(3)或(4)款與根據第(1)或(2)款作真實而中肯的反映的規定互相抵
觸，則該財務報表須—
(a) 在對作真實而中肯的反映屬必需的範圍內，放棄符合第(3)或(4)款(視屬何情況而定)；及
(b) 載有放棄符合的原因、詳情及影響。
(7) 如公司就有關財政年度在提交報告方面獲豁免，則第(1)、(2)、(5)及(6)款不適用。
(8) 在本條中—
(a) 會計準則(accounting standards)指《規例》所訂明的團體發出或指明的、關於標準會計 實務的說明；及
(b) 提述適用於財務報表的會計準則，即提述按照其條款屬攸關有關公司的情況及該財務報表
的會計準則。
(9) 本條的效力，受第382條所規限。
條： 381 周年綜合財務報表須涵蓋的附屬企業 L.N. 163 of 2013 03/03/2014
(1) 除第(2)及(3)款另有規定外，關乎某財政年度的周年綜合財務報表須涵蓋公司的所有附屬企
業。
(2) 如公司就有關財政年度在提交報告方面獲豁免，則可遵照適用於該報表的會計準則，將一間或
多於一間附屬企業豁除於周年綜合報表外。
(3) 如公司不就有關財政年度在提交報告方面獲豁免—
(a) 如周年綜合財務報表是否涵蓋一間附屬企業，對第380(2)(a)及(b)條所述的真實而中肯地
反映財務狀況及財務表現的目的而言屬無關重要，則可將該附屬企業豁除於該報表外；及
(b) 如周年綜合財務報表是否涵蓋作為一整體的多於一間附屬企業，對第380(2)(a)及(b)條所
述的真實而中肯地反映財務狀況及財務表現的目的而言屬無關重要，則可將該等附屬企業
第 622 章 - 《公司條例》 148
豁除於該報表外。
(4) 本條的效力，受第382條所規限。
條： 382 補充第380及381條的條文 L.N. 163 of 2013 03/03/2014
(1) 如在私人公司的某財政年度中的任何時間，出現以下情況，本條即適用—
(a) 該公司在違反其章程細則所施加的限制的情況下，登記該公司股份的任何轉讓；
(b) 該公司的成員人數，超出第11(1)(a)(ii)條指明的人數；或
(c) 該公司邀請公眾人士認購該公司的任何股份或債權證。
(2) 有關公司關乎有關財政年度的財務報表須在猶如該公司是公眾公司的情況下，符合第380及381
條的規定。
(3) 原訟法庭可應有關公司或在有關事宜上有利害關係的人的申請，命令第(1)及(2)款不適用。
(4) 原訟法庭可按其認為公正合宜的條款及條件，作出上述命令。
(5) 原訟法庭除非信納以下事宜，否則不得作出上述命令—
(a) 第(1)(a)、(b)或(c)款所述的情況之出現屬意外；
(b) 該情況之出現屬無心之失，或因其他充分因由所致；或
(c) 基於其他理由，給予寬免是公正公平的。
條： 383 財務報表的附註須載有董事薪酬等的資料 L.N. 163 of 2013 03/03/2014
(1) 某財政年度的財務報表須在其附註內，載有《規例》為本款的施行而訂明的關於以下事宜的資
料—
(a) 董事薪酬；
(b) 董事的退休利益；
(c) 就董事終止服務而作出的付款或提供的利益(不論該董事是以董事的身分提供該服務，或是
在出任董事期間以其他身分提供該服務)；
(d) 向以下人士作出的貸款及類似貸款，和惠及以下人士的其他交易—
(i) 有關公司的董事，以及該公司的控權公司的董事；
(ii) 受該等董事控制的法人團體；及
(iii) 與該等董事有關連的實體；
(e) 董事在該公司所訂立的或同一公司集團中另一公司所訂立的交易、安排或合約中具有的具
相當分量的利害關係；
(f) 就獲提供以下服務而給予第三者的代價，或第三者可就提供以下服務而收取的代價：委派
某人出任董事，或委派某人在出任董事期間以其他身分提供服務。
(2) 在第(1)款中—
(a) 提述董事—
(i) 就第(1)(b)款而言，包括前董事；
(ii) 就第(1)(c)款而言，包括前董事及幕後董事；及
(iii) 就第(1)(d)及(e)款而言，包括幕後董事；
(b) 提述受董事控制的法人團體，具有第492條給予的涵義；及
(c) 提述與董事有關連的實體，具有第486條給予的涵義。
(3) 儘管有第(1)(d)款的規定，如公司遵守《規例》為本款的施行而訂明的規定，則有關財務報表
無須載有《規例》為第(1)(d)款的施行而訂明的資料。
(4) 財務報表的附註亦須符合《規例》訂明的其他規定。
(5) 公司的董事或幕後董事，或在過去5年內曾是公司的董事或幕後董事的人，須向公司發出關於符
第 622 章 - 《公司條例》 149
合以下說明的事宜的通知—
(a) 《規例》訂明的；
(b) 關乎該人的；及
(c) 為第(1)款的目的而屬必需的。
(6) 任何人違反第(5)款，即屬犯罪，可處第5級罰款。
條： 384 無須載於財務報表附註的詳情的登記冊 L.N. 163 of 2013 03/03/2014
(1) 凡若非有第383(3)條，某些詳情便須按第383(1)(d)條的規定，載於關乎某財政年度的財務報表
的附註內，公司須在登記冊內記入該等詳情。
(2) 公司須在上述登記冊內備存有關詳情最少10年，該期間自記入該等詳情的日期起計。
(3) 如公司違反第(1)或(2)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款。
條： 385 須於何處備存第384條所述的登記冊 L.N. 163 of 2013 03/03/2014
(1) 公司須將第384條所述的登記冊備存於—
(a) 該公司的註冊辦事處；或
(b) 根據第657條訂立的規例所訂明的地方。
(2) 公司須將備存第384條所述的登記冊所在的地方，通知處長。該通知須符合指明格式，並須在該
登記冊首次在該地方備存後的15日內，交付處長登記。
(3) 凡備存第384條所述的登記冊所在的地方有任何更改(公司的註冊辦事處地址的更改除外)，公司
須將更改通知處長。該通知須符合指明格式，並須在該更改後的15日內，交付處長登記。
(4) 第(2)款並不規定公司在以下情況下，將備存第384條所述的登記冊所在的地方通知處長—
(a) 就於本條的生效日期*當日或之後開始存在的登記冊而言，該登記冊時刻備存於該公司的註
冊辦事處；或
(b) 在—
(i) 緊接該生效日期*前，該公司為《前身條例》第161BB條的施行而備存某登記冊；而
(ii) 該生效日期*當日及之後，該登記冊於在緊接該生效日期*前備存該登記冊所在的
地方，作為為第384條的目的之登記冊而備存。
(5) 如公司違反第(1)、(2)或(3)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關
罪行是持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 386 查閱及要求文本的權利 L.N. 163 of 2013 03/03/2014
(1) 公司的成員一經以訂明方式提出要求，即有權按照根據第657條訂立的規例，免費查閱該公司根
據第384條備存的登記冊。
(2) 公司的成員一經提出要求及繳付訂明費用，即有權按照根據第657條訂立的規例，獲提供該公司
根據第384條備存的登記冊(或其任何部分)的文本。
(3) 在本條中—
訂明(prescribed)指根據第657條訂立的規例所訂明。
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條： 387 財務狀況表須經批准及簽署 L.N. 163 of 2013 03/03/2014
(1) 屬財務報表一部分的財務狀況表—
(a) 須經董事批准；及
(b) 須—
(i) 由2名董事代表該等董事簽署；或
(ii) (如公司只有一名董事)由該名董事簽署。
(2) 每份屬財務報表一部分的財務狀況表凡根據第429條在成員大會上提交公司省覽，或根據第430
條送交成員，或由該公司以其他方式傳閱、發布或發出，均須述明代表董事簽署該財務狀況表
的人的姓名或名稱。
(3) 如就由公司傳閱、發布或發出的財務報表的文本而言，第(1)款遭違反，該公司及其每名責任人
均屬犯罪，可各處第4級罰款。
(4) 如第(2)款遭違反，公司及其每名責任人均屬犯罪，可各處第4級罰款。
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條： 388 董事須擬備董事報告 L.N. 163 of 2013 03/03/2014
(1) 公司的董事須就每個財政年度擬備符合以下說明的報告—
(a) 符合第390及543(2)條及附表5；
(b) 載有《規例》訂明的資料；及
(c) 符合《規例》訂明的其他規定。
(2) 儘管有第(1)款的規定，如公司在某財政年度是控權公司，而董事就該財政年度擬備周年綜合財
務報表，則董事須以就該財政年度擬備符合以下說明的綜合報告代替—
(a) 符合第390及543(2)條及附表5；
(b) 載有《規例》訂明的資料；及
(c) 符合《規例》訂明的其他規定。
(3) 如有以下情況，第(1)或(2)款不規定關乎某財政年度的董事報告須符合附表5—
(a) 有關公司就該財政年度在提交報告方面獲豁免；
(b) 在該財政年度，有關公司是另一法人團體的全資附屬公司；或
(c) 有關公司是私人公司，且不就該財政年度在提交報告方面獲豁免，而成員通過一項使該公
司不就該財政年度擬備該附表規定的業務審視的特別決議。
(4) 為(3)(c)款的目的而通過的決議—
(a) 可—
(i) 就某財政年度通過；或
(ii) 就某財政年度及其後每個財政年度通過；
(b) 須在有關董事報告所關乎的財政年度終結前最少6 個月通過；及
(c) 只可藉特別決議撤銷。
(5) 第(1)、(2)及(3)款的效力，受第389條所規限。
(6) 公司的董事沒有採取一切合理步驟以確使第(1)或(2)款獲遵守，即屬犯罪，可處罰款$150000。
(7) 公司的董事故意沒有採取一切合理步驟以確使第(1)或(2)款獲遵守，即屬犯罪，可處罰款
$150000及監禁6個月。
第 622 章 - 《公司條例》 151
(8) 凡某人被控犯第(6)款所訂罪行，如確立該人有合理理由相信，而又確實相信，有勝任而可靠的
人—
(a) 已獲委以確保第(1)或(2)款(視屬何情況而定)獲遵守的責任；及
(b) 能夠執行該責任，
即屬免責辯護。
條： 389 第388條的補充條文 L.N. 163 of 2013 03/03/2014
(1) 如在私人公司的某財政年度中的任何時間，出現以下情況，本條即適用—
(a) 該公司在違反其章程細則所施加的限制的情況下，登記該公司股份的任何轉讓；
(b) 該公司的成員人數，超出第11(1)(a)(ii)條指明的人數；或
(c) 該公司邀請公眾人士認購該公司的任何股份或債權證。
(2) 關乎有關財政年度的董事報告須在猶如有關公司是公眾公司的情況下，符合第388條的規定。
(3) 原訟法庭可應有關公司或在有關事宜上有利害關係的人的申請，命令第(1)及(2)款不適用。
(4) 原訟法庭可按其認為公正合宜的條款及條件，作出上述命令。
(5) 原訟法庭除非信納以下事宜，否則不得作出上述命令—
(a) 第(1)(a)、(b)或(c)款所述的情況之出現屬意外；
(b) 該情況之出現屬無心之失，或因其他充分因由所致；或
(c) 基於其他理由，給予寬免是公正公平的。
條： 390 董事報告的內容：一般規定 L.N. 163 of 2013 03/03/2014
(1) 關乎某財政年度的董事報告須載有—
(a) 在以下期間屬公司的董事的每一人的姓名或名稱—
(i) 該財政年度；或
(ii) 由該財政年度終結之時起至報告的日期止的期間；及
(b) 該公司在該財政年度期間的主要活動。
(2) 董事報告須載有符合以下說明的事宜的詳情—
(a) 對成員了解公司的事務狀況而言是事關重要的任何其他事宜；及
(b) 董事認為，披露該事宜的詳情並不會損及公司的業務。
(3) 本條就根據第388(2)條須擬備的董事報告具有效力，猶如在第(1)或(2)款中提述有關公司，是
提述—
(a) 該公司；及
(b) 關乎有關財政年度的周年綜合財務報表所涵蓋的附屬企業。
條： 391 董事報告須經批准及簽署 L.N. 163 of 2013 03/03/2014
(1) 董事報告—
(a) 須經董事批准；及
(b) 須由一名董事或公司秘書代表該等董事簽署。
(2) 每份根據第429條在成員大會上提交公司省覽、根據第430條送交成員或由該公司以其他方式傳
閱、發布或發出的董事報告，均須述明代表董事簽署該報告的人的姓名或名稱。
(3) 如就由公司傳閱、發布或發出的董事報告的文本而言，第(1)款遭違反，該公司及其每名責任人
均屬犯罪，可各處第4級罰款。
(4) 如第(2)款遭違反，公司及其每名責任人均屬犯罪，可各處第4級罰款。
第 622 章 - 《公司條例》 152
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導言 L.N. 163 of 2013 03/03/2014
條： 392 釋義 L.N. 163 of 2013 03/03/2014
在本分部中—
委任期 (appointment period) 就某財政年度而言，指自以下兩個日期中的較早者起計的28日期間 —
(a) 根據第430(3)或612(1)(b)條向公司的每名成員送交或提供(視屬何情況而定)關乎對上的財
政年度的報告文件的文本的日期；
(b) 根據第430(3)或612(1)(b)條須向公司的每名成員送交或提供(視屬何情況而定)關乎對上的
財政年度的報告文件的文本的限期的最後一日；
停任陳述 (cessation statement) 指根據第422(1)、(2)或(3)或423(2)(a)條給予的陳述； 執業單位 (practice unit) 具有《專業會計師條例》(第50章) 第2(1)條給予該詞的涵義； 情況陳述 (statement of circumstances) 指根據第424(a)或425(1)(a)條給予的陳述。
(編輯修訂—2013年第1號編輯修訂紀錄)
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條： 393 獲委任的資格 L.N. 163 of 2013 03/03/2014
(1) 只有執業單位方有資格根據本次分部獲委任為公司的核數師。
(2) 以下人士喪失根據本次分部獲委任為公司的核數師的資格—
(a) 該公司的高級人員或僱員；
(b) (a)段所述的人的合夥人或僱員；
(c) 符合以下說明的人士—
(i) 憑藉(a)或(b)段而喪失獲委任為下述的企業的核數師的資格：該公司的附屬企業或母
企業，或該母企業的附屬企業；或
(ii) 假若該企業是一間公司，便喪失獲如此委任的資格。
(3) 在本條中，提述公司的高級人員或僱員，不包括該公司的核數師。
條： 394 須就每個財政年度委任核數師 L.N. 163 of 2013 03/03/2014
(1) 須就公司的每個財政年度委任核數師。
(2) 核數師只可根據本次分部委任。
第 622 章 - 《公司條例》 153
條： 395 由董事委任首任核數師 L.N. 163 of 2013 03/03/2014
(1) 本條適用於以下公司—
(a) 根據本條例組成及註冊的公司；及
(b) 按根據附表11或憑藉《釋義及通則條例》(第1章)第23條具有持續效力的《前身條例》的條
文組成及註冊的公司。
(2) 如公司須按照第610條，就其首個財政年度舉行周年成員大會，則董事可在該大會之前的任何時
間，就該首個財政年度委任該公司的核數師。
(3) 如公司憑藉第612(1)或(2)條，而無須按照第610條就其首個財政年度舉行周年成員大會，則董
事可在下一個財政年度的委任期之前的任何時間，就該首個財政年度委任該公司的核數師。
條： 396 由公司成員委任核數師 L.N. 163 of 2013 03/03/2014
(1) 公司須藉在就對上的財政年度舉行的周年成員大會上通過的決議，就某個財政年度委任該公司
的核數師。
(2) 如公司憑藉第612(2)條，而無須按照第610條就對上的財政年度舉行周年成員大會，第(1)款不
適用於該公司。
(3) 如公司就某財政年度委任該公司的核數師，而—
(a) 該公司憑藉第612(2)條，而無須按照第610條就對上的財政年度舉行周年成員大會；及
(b) 沒有人根據第403條被當作就該財政年度再度獲委任為該公司的核數師，
則該公司須藉在成員大會上通過的決議，作出該項委任。
(4) 第(3)款所指的委任，須在有關財政年度的委任期終結之前作出。
(5) 如公司沒有在就對上的財政年度舉行的周年成員大會上，就某財政年度委任該公司的核數師，
則該公司須藉在另一成員大會上通過的決議，作出該項委任。
(6) 就第395條適用的公司而言，如董事沒有根據該條，就該公司的首個財政年度委任該公司的核數
師，則該公司可藉在成員大會上通過的決議，作出該項委任。
條： 397 為填補期中空缺而作出委任 L.N. 163 of 2013 03/03/2014
(1) 如公司的核數師職位出現期中空缺，則董事可委任一人填補該空缺。
(2) 如董事沒有在上述期中空缺出現後一個月內委任一人填補該空缺，則成員可藉在成員大會上通
過的決議，委任一人填補該空缺。
條： 398 由原訟法庭委任核數師 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，原訟法庭可應公司的成員的申請，就某個財政年度委任該公司的核數師—
(a) 該公司須按照第610條，就對上的財政年度舉行周年成員大會，而—
(i) 在該大會上，沒有人就該財政年度獲委任為該公司的核數師；或
(ii) 沒有按照該條舉行周年成員大會；或
(b) 該公司憑藉第612(2)條，而無須按照第610條就對上的財政年度舉行周年成員大會，而—
(i) 在該財政年度的委任期終結時，沒有人就該財政年度獲委任為該公司的核數師；及
(ii) 沒有人根據第403條被當作就該財政年度再度獲委任為該公司的核數師。
(2) 如沒有根據第395(2)或(3)條作出的委任，亦沒有根據第396(6)條作出的委任，原訟法庭可應第
395條適用的公司的成員的申請，就該公司的首個財政年度委任該公司的核數師。
(3) 如沒有根據第397條作出的委任，原訟法庭可應公司的成員的申請，委任一人填補該公司的核數
第 622 章 - 《公司條例》 154
師職位的期中空缺。
條： 399 委任商號為核數師的效果 L.N. 163 of 2013 03/03/2014
如某商號是以商號的名義獲委任為公司的核數師，該項委任須視為對符合以下說明的人士的委任—
(a) 在該項委任的有效期內不時擔任該商號的合夥人；及
(b) 有資格根據本次分部獲委任為該公司的核數師，且沒有喪失該資格。
條： 400 在某些情況下委任核數師須發出特別通知 L.N. 163 of 2013 03/03/2014
(1) 如有以下決議，則須就該決議發出特別通知—
(a) 建議為第396(1)、(3)或(5)條的目的而通過的一項旨在委任某人擔任核數師以替代指明在
任人的決議；及
(b) 建議為第397(2)條的目的而通過的決議。 附註—
請亦參閱第578 條，該條列出關於特別通知的規定。
(2) 如指明在任人是憑藉董事根據第397(1)條委任該人為核數師以填補核數師職位的期中空缺，而
擔任核數師，則亦須就建議為第396(1)、(3)或(5)條的目的而通過的一項旨在委任該人為核數
師的決議，發出特別通知。
(3) 公司如收到特別通知，須將該通知的文本—
(a) 送交建議委任為核數師的人；及
(b) 送交—
(i) (如屬建議根據第396(1)、(3)或(5)條委任某人替代指明在任人的情況)該在任人；或
(ii) (如屬建議根據第396(1)、(3)或(5)條委任某名憑藉根據第397(1)或(2)條作出的
委任以填補因有人辭職而出現的期中空缺而擔任核數師的指明在任人的情況)該名辭職
的人。
(4) 在本條中—
指明在任人 (specified incumbent) 指— (a) 最新近擔任公司的核數師的人，而該人的核數師任期已屆滿；或
(b) 其核數師任期會在以下時間屆滿的人—
(i) 成員大會結束時；或
(ii) 有關財政年度的委任期終結時。
條： 401 議決委任的書面決議的文本須送交新舊核數師 L.N. 163 of 2013 03/03/2014
(1) 如第(2)款指明的核數師委任是擬藉公司的成員的書面決議作出的，則本條適用。
(2) 上述委任是—
(a) 根據第396(1)、(3)或(5)條委任某人替代指明在任人；或
(b) 根據第396(1)、(3)或(5)條委任某名憑藉根據第397(1)或(2)條作出的委任以填補因有人辭
職而出現的期中空缺而擔任核數師的指明在任人。
(3) 公司如收到建議的決議的文本，須將該文本—
(a) 送交建議委任為核數師的人；及
(b) 送交—
(i) (如屬第(2)(a)款的情況)指明在任人；或
(ii) (如屬第(2)(b)款的情況)辭職的人。
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(4) 如公司違反第(3)款，有關書面決議即屬無效。
(5) 在本條中—
指明在任人 (specified incumbent) 指— (a) 最新近擔任公司的核數師的人，而該人的核數師任期已屆滿；或
(b) 其核數師任期會在有關財政年度的委任期終結時屆滿的人。
條： 402 核數師的任期 L.N. 163 of 2013 03/03/2014
(1) 獲委任為公司的核數師的人按照委任的條款擔任該職位。
(2) 儘管有第(1)款的規定—
(a) 獲委任為公司的核數師的人，在前任核數師的委任終止前，不擔任該職位；及
(b) 根據第395、396、397或398條就某財政年度獲委任為公司的核數師的人，一直擔任該職
位，直至—
(i) (如該公司按照第610條，就該財政年度舉行周年成員大會)該周年成員大會結束時；
(ii) (如該公司憑藉第612(1)條，而沒有按照第610條就該財政年度舉行周年成員大會)
為第612(1)條的目的通過的書面決議的日期；或
(iii) (如該公司憑藉第612(2)條，而沒有按照第610條就該財政年度舉行周年成員大會)
下一個財政年度的委任期終結時。
條： 403 須當作再度獲委任為核數師的人 L.N. 163 of 2013 03/03/2014
(1) 如—
(a) 公司憑藉第612(2)條，而無須按照第610條就有關財政年度舉行周年成員大會；及
(b) 在下一個財政年度的委任期終結時，沒有人就該下一個財政年度獲委任為該公司的核數
師，
則在該委任期終結時擔任該公司的核數師的人，須當作在該時刻，按相同的委任條款，就該下
一個財政年度再度獲委任為該公司的核數師。
(2) 儘管有第(1)款的規定，如有以下情況，則有關的人不當作就下一個財政年度再度獲委任為公司
的核數師—
(a) 該人根據第395或397(1)條獲委任為核數師；
(b) 該公司的章程細則規定須作出實際委任；
(c) 在該人根據該款當作再度獲委任前，成員已在成員大會上通過決議，議決該人不應就該下
一個財政年度再度獲委任為核數師；
(d) 該人已在該下一個財政年度的委任期終結之前最少14日，藉送交該公司的書面通知，拒絕
再度獲委任；或
(e) 對該人不應再度獲委任的決議有表決權的所有成員中，佔最少達所需百分比的表決權的成
員向該公司發出符合第(5)款的通知。
(3) 凡有建議為第(2)(c)款的目的而通過的決議，則須就該決議發出特別通知。 附註—
請亦參閱第578條，該條列出關於特別通知的規定。
(4) 公司如收到特別通知，須將該通知的文本送交建議不再度獲委任的人。
(5) 第(2)(e)款所指的通知—
(a) 須述明有關的人不應再度獲委任；
(b) 須經發出該通知的成員認證；
(c) 須以印本形式或電子形式交付公司；及
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(d) 須在緊接再度委任本應會生效的時間之前的會計參照期終結前送抵公司。
(6) 本條不影響第6 次分部的實施。
(7) 如某人基於任何理由停任核數師，則在釐定須付予該人的補償或損害賠償時，失去根據本條當
作再度獲委任為核數師的機會須不予考慮。
(8) 在本條中—
所需百分比 (requisite percentage) 指5%或公司的章程細則內為本條的目的而指明的一個較低百 分比。
條： 404 核數師酬金 L.N. 163 of 2013 03/03/2014
(1) 由成員委任的公司核數師的酬金，可—
(a) 藉在成員大會上通過的決議釐定；或
(b) 藉該決議指明的方式釐定。
(2) 由董事委任的公司核數師的酬金—
(a) 可由董事在作出委任時釐定；或
(b) (如董事沒有釐定該酬金)可—
(i) 藉在成員大會上通過的決議釐定；或
(ii) 藉該決議指明的方式釐定。
(3) 由原訟法庭委任的公司核數師的酬金—
(a) 可由原訟法庭在作出委任時釐定；或
(b) (如原訟法庭沒有釐定該酬金)可—
(i) 藉在成員大會上通過的決議釐定；或
(ii) 藉該決議指明的方式釐定。
(4) 在本條中—
酬金(remuneration)就公司的核數師而言，包括該公司就該核數師的開支而支付的款項。
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條： 405 核數師擬備報告的職責 L.N. 163 of 2013 03/03/2014
公司的核數師須就符合以下說明的、由董事擬備的財務報表，擬備一份向成員提交的報告︰在該核
數師任內，該報表的文本根據第429條在成員大會上提交公司省覽、根據第430條送交成員，或由該
公司以其他方式傳閱、發布或發出。
條： 406 核數師對財務報表、董事報告等的意見 L.N. 163 of 2013 03/03/2014
(1) 核數師報告須述明按該核數師的意見—
(a) 有關財務報表是否遵照本條例妥為擬備的；及
(b) 尤其是有關財務報表—
(i) (如屬不就有關財政年度在提交報告方面獲豁免的公司的周年財務報表)是否按第380條
的規定，真實而中肯地反映公司的財務狀況及財務表現；或
(ii) (如屬不就有關財政年度在提交報告方面獲豁免的公司的周年綜合財務報表)是否
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按第380條的規定，真實而中肯地反映公司及所有附屬企業的財務狀況及財務表現。
(2) 如按公司的核數師的意見，關乎某財政年度的董事報告內的資料與關乎該財政年度的財務報表
互相抵觸，則該核數師—
(a) 須在核數師報告內述明該意見；及
(b) 可在成員大會上促請成員注意該意見。
條： 407 核數師就其他事宜給予的意見 L.N. 163 of 2013 03/03/2014
(1) 核數師在擬備核數師報告時，須進行使自己能夠就以下事宜得出結論的調查—
(a) 公司是否已備存充份的會計紀錄；及
(b) 財務報表是否與該等會計紀錄吻合。
(2) 如按公司的核數師的意見—
(a) 公司沒有備存充份的會計紀錄；或
(b) 財務報表與該等會計紀錄在事關重要的方面並不吻合，
則該核數師須在核數師報告內述明該意見。
(3) 公司的核數師如沒有取得所有盡其所知所信對審計工作而言屬必需及事關重要的資料或解釋，
則須在核數師報告內述明這一事實。
(4) 如財務報表不符合第383(1)條，則核數師須在其能力合理所及的範圍內，在核數師報告內加入
一項陳述，述明該財務報表按規定須載有但卻沒有載有的詳情。
條： 408 關於核數師報告的內容的罪行 L.N. 163 of 2013 03/03/2014
(1) 第(2)款指明的每一人如明知或罔顧後果地導致第407(2)(b)或(3)條規定須載於核數師報告的陳
述沒有載於該報告內，即屬犯罪。
(2) 如—
(a) 擬備有關核數師報告的核數師是自然人，則有關的人是—
(i) 該核數師；及
(ii) 該核數師的僱員及代理人中每名有資格獲委任為有關公司的核數師者；
(b) 擬備有關核數師報告的核數師是商號，則有關的人是該核數師的每名有資格獲委任為有關
公司的合夥人，以及該核數師的僱員及代理人中每名有資格獲委任為有關公司的核數師
者；或
(c) 擬備有關核數師報告的核數師是法人團體，則有關的人是該核數師的高級人員、成員、僱
員及代理人中每名有資格獲委任為有關公司的核數師者。
(3) 任何人犯第(1)款所訂罪行，可處罰款$150000。
條： 409 核數師報告須經簽署 L.N. 163 of 2013 03/03/2014
(1) 核數師報告—
(a) (如有關核數師是自然人)須由該核數師簽署；或
(b) (如有關核數師是商號或法人團體)須由獲授權代表該核數師簽署其名稱的自然人簽署。
(2) 核數師報告須述明該核數師的姓名或名稱。
(3) 每份根據第429條在成員大會上提交公司省覽、根據第430條送交成員或由該公司以其他方式傳
閱、發布或發出的核數師報告的文本，均須述明有關核數師的姓名或名稱。
(4) 如第(3)款遭違反，公司及其每名責任人均屬犯罪，可各處第4級罰款。
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條： 410 受約制特權 L.N. 163 of 2013 03/03/2014
(1) 如有人就公司的核數師在履行該公司的核數師職責時作出的陳述提起誹謗訴訟，則只要作出該
陳述並非出於惡意，該核數師便無需就該陳述為誹謗負上法律責任。
(2) 如有人就—
(a) 公司的核數師在履行該公司的核數師職責時擬備；及
(b) 本條例規定須—
(i) 交付處長；或
(ii) 送交公司任何成員或任何其他人，
的文件的發表提起誹謗訴訟，則只要發表該文件並非出於惡意，任何人均無需就該文件為誹謗
負上法律責任。
(3) 本條不局限或影響公司的核數師或任何其他人在誹謗訴訟中作為被告人而享有的其他權利、特
權或豁免權。
(4) 在本條中，提述履行公司的核數師職責，包括—
(a) 作出停任陳述、向該公司發出該項陳述及要求該公司就該項陳述遵守第422(5)條指明的規
定；及
(b) 作出情況陳述，以及向該公司發出該項陳述。
條： 411 就成員大會享有的權利 L.N. 163 of 2013 03/03/2014
(1) 獲委任為公司的核數師的人有權—
(a) 出席該公司的任何成員大會；及
(b) 在該公司的任何成員大會上，就該大會所討論的事務中與該人作為該公司的核數師有關的
部分發言。
(2) 如享有第(1)(a)或(b)款所指的權利的人屬商號或法人團體，則該權利可由獲該人授權在有關成
員大會上擔任其代表的自然人行使。
條： 412 就資料享有的權利 L.N. 163 of 2013 03/03/2014
(1) 公司的核數師有權取用該公司的會計紀錄。
(2) 公司的核數師可要求該公司的有關連實體或在有關資料或解釋所關乎的時間是該公司的有關連
實體的人，向該核數師提供該核數師為履行該公司核數師的職責而合理地需要的資料或解釋。
(3) 如核數師根據第(2)款要求某人提供任何資料或解釋，該人須在接獲要求後，在切實可行的範圍
內盡快提供該資料或解釋。
(4) 如公司的附屬企業不是在香港成立為法團的公司，則該公司的核數師可要求該公司從第(5)款指
明的任何人處，取得該核數師為履行該公司核數師的職責而合理地需要的資料或解釋。
(5) 有關的人為—
(a) 有關附屬企業；
(b) 符合以下說明的人—
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(i) 屬上述附屬企業的高級人員或核數師；或
(ii) 在有關資料或解釋所關乎的時間，屬該附屬企業的高級人員或核數師；及
(c) 符合以下說明的人—
(i) 持有任何上述附屬企業的會計紀錄，或須就該等紀錄負責；或
(ii) 在有關資料或解釋所關乎的時間，持有該附屬企業的會計紀錄，或須就該等紀錄
負責。
(6) 如核數師根據第(4)款要求公司自某人處取得任何資料或解釋，該公司須在接獲要求後，在切實
可行的範圍內盡快採取一切合理步驟以取得該資料或解釋。
(7) 任何人在回應第(2)或(4)款所指的要求時作出的陳述，不得在任何刑事法律程序(就第413條所
訂罪行提起的法律程序除外)中用作針對該人的證據。
(8) 如在法律程序中，就某資料而提出的享有法律專業保密權的聲稱是能夠成立的，則本條不強迫
任何人披露該資料。
(9) 在本條中—
有關連實體 (related entity) 就公司而言，指— (a) 該公司的高級人員；
(b) 該公司的附屬企業，而該附屬企業是在香港成立為法團的公司；
(c) 該附屬企業的高級人員或核數師；或
(d) 持有該公司或附屬企業的任何會計紀錄的人，或須就該等紀錄負責的人。
條： 413 關乎第412條的罪行 L.N. 163 of 2013 03/03/2014
(1) 任何人違反第412(3)條，即屬犯罪，可處第4級罰款，如有關罪行是持續的罪行，則可就該罪行
持續期間的每一日，另處罰款$700。
(2) 凡某人被控犯第(1)款所訂罪行，如確立由該人提供有關資料或解釋並非合理地切實可行，即屬
免責辯護。
(3) 如—
(a) 任何人向公司的核數師作出一項陳述，而該陳述是傳達或其意是傳達該核數師根據第
412(2)或(4)條要求或有權根據該條要求提供的資料或解釋的；
(b) 該陳述在要項上具誤導性、屬虛假或具欺騙性；及
(c) 該人知道該陳述在要項上具誤導性、屬虛假或具欺騙性，或罔顧該陳述是否在要項上具誤
導性、屬虛假或具欺騙性，
該人即屬犯罪。
(4) 任何人犯第(3)款所訂罪行—
(a) 一經循公訴程序定罪，可處罰款$150000及監禁2年；或
(b) 一經循簡易程序定罪，可處第5級罰款及監禁6個月。
(5) 如公司違反第412(6)條，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是持
續的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
(6) 凡某人就沒有自附屬企業或其他人處取得任何資料或解釋，而被控犯第(5)款所訂罪行，如確立
—
(a) 根據香港以外某地方的法律，該附屬企業或該其他人向被告人提供該資料或解釋屬犯罪；
而
(b) 該附屬企業或該其他人以此為理由，沒有向被告人提供該資料或解釋，
即屬免責辯護。
(7) 本條不影響核數師提出以下申請的權利︰申請強制令，以強制執行核數師根據第412條享有的任
何權利。
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條： 414 核數師可向繼任核數師提供資料而不違反職責 L.N. 163 of 2013 03/03/2014
(1) 任何屬或曾屬公司的核數師的人，不會僅因向另一人提供工作資料而違反該人在法律上須承擔
的核數師職責，但前提是—
(a) 該另一人是該公司的核數師；
(b) 該另一人已獲委任為該公司的核數師，但其任期尚未開始；或
(c) 該公司已向該另一人作出擔任核數師的要約，但該另一人尚未獲委任。
(2) 除非有關的人在向另一人提供工作資料時—
(a) 是以真誠行事；及
(b) 合理地相信該資料攸關該另一人履行該公司核數師的職責的，
否則第(1)款不適用。
(3) 在本條中—
工作資料 (work-related information) 就屬或曾屬公司的核數師的人而言，指該人以核數師的身 分得悉的資料。
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核數師的法律責任 L.N. 163 of 2013 03/03/2014
條： 415 廢止免除核數師的法律責任的條文 L.N. 163 of 2013 03/03/2014
(1) 本條適用於載於公司的章程細則、與公司訂立的合約或其他文件的條文。
(2) 如某條文的本意是豁免公司的核數師，使其無需承擔在履行核數師職責的過程中，因在與關乎
該公司的疏忽、失責、失職或違反信託行為有關連的情況下而本應須承擔的法律責任，則該條
文即屬無效。
(3) 如公司藉着某條文而直接或間接向該公司的核數師或該公司的有聯繫公司的核數師提供彌償，
以彌償該核數師在履行核數師職責的過程中，因在與關乎該公司或有聯繫公司( 視屬何情況而
定) 的疏忽、失責、失職或違反信託行為有關連的情況下而須承擔的法律責任，則該條文即屬
無效。
(4) 第(3)款不阻止公司就以下的法律責任，為該公司的核數師或該公司的有聯繫公司的核數師投購
保險並保持該保險有效—
(a) 該核數師因在履行核數師職責的過程中，在與關乎該公司或有聯繫公司(視屬何情況而定)
的疏忽、失責、失職或違反信託行為(欺詐行為除外)有關連的情況下而對任何人承擔的法
律責任；或
(b) 該核數師就針對該核數師提出的民事或刑事法律程序中進行辯護而招致的法律責任，而該
法律程序是針對該核數師在履行核數師職責的過程中所犯的、關乎該公司或有聯繫公司(視
屬何情況而定)的疏忽、失責、失職或違反信託行為(包括欺詐行為)而提出的。
(5) 第(3)款不阻止公司就該公司的核數師在以下情況下招致的法律責任彌償該核數師—
(a) 該核數師在任何民事或刑事法律程序中進行辯護，而該核數師獲判勝訴或無罪；或
(b) 與第903或904條所指的申請有關連的情況下，而原訟法庭向該核數師給予寬免。
(6) 在本條中，提述履行核數師職責，包括—
(a) 作出停任陳述、向該公司給予該項陳述及要求該公司就該項陳述遵守第422(5) 條指明的規
定；及
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(b) 作出情況陳述，以及向該公司給予該項陳述。
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核數師的委任的終止 L.N. 163 of 2013 03/03/2014
條： 416 委任於何時終止 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，某人作為公司的核數師的委任即告終止—
(a) 任期屆滿；
(b) 該人根據第417(1)條辭去該職位；
(c) 該人根據第418條停任核數師；
(d) 該人根據第419(1)條被免去該職位；或
(e) 有清盤令就該公司作出。
(2) 凡某商號是以商號名義獲委任為公司的核數師，如憑藉第399條被視為獲委任為該核數師的每一
人—
(a) 在有關任期屆滿前，不再是該商號的合夥人；或
(b) 在有關任期屆滿前，不再具有根據第2次分部獲委任為該公司的核數師的資格，或根據第2
次分部喪失該資格，
則該委任亦告終止。
(3) 凡獲委任為公司核數師的是法人團體，則在該法人團體解散時，該委任亦告終止。
(4) 如有2名或多於2名的人獲委任為公司的核數師，而當中有任何人的委任終止，該項終止不影響
其他人的委任。
條： 417 核數師辭職 L.N. 163 of 2013 03/03/2014
(1) 任何人可藉向公司發出書面通知，辭去核數師職位，該通知須隨附第424條規定須給予的陳述。
(2) 上述的人的任期—
(a) 在根據第(1) 款向公司發出通知的日期終結時屆滿；或
(b) 在該通知為此目的指明一個在較後日期的時間的情況下，在該時間屆滿。
(3) 公司須在自收到辭職通知的日期起計的15日內，將述明該事實並符合指明格式的通知交付處長
登記。
(4) 如公司違反第(3)款，該公司及其每名責任人均屬犯罪，可各處第5級罰款及監禁6個月，如有關
罪行是持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$1000。
條： 418 停任職位 L.N. 163 of 2013 03/03/2014
(1) 如任何人在擔任公司的核數師期間，不再具有根據第2次分部獲委任為公司核數師的資格，或喪
失該資格，則該人—
(a) 即告停任該公司的核數師；及
(b) 須在自停任日期起14日內，將停任一事書面告知該公司。
(2) 任何人違反第(1)(b)款，即屬犯罪，可處第4級罰款。
(3) 凡某人被控犯第(2)款所訂罪行，如確立該人既不知道亦沒有理由相信，該人不再具有根據第2
次分部獲委任為公司核數師的資格，或已喪失該資格，即屬免責辯護。
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條： 419 公司可將核數師免任 L.N. 163 of 2013 03/03/2014
(1) 儘管—
(a) 某人與公司之間有任何協議；或
(b) 公司的章程細則有任何規定，
該公司仍可藉在成員大會上通過普通決議，免除該人的核數師職位。
(2) 凡有建議為第(1)款的目的而通過的普通決議，則須就該決議發出特別通知。 附註—
請亦參閱第578條，該條列出關於特別通知的規定。
(3) 公司如收到特別通知，須將該通知的文本送交建議免任的人。
(4) 如免任的普通決議獲通過，公司須在自通過該決議的日期起計的15日內，將述明該事實的通知
交付處長登記，該通知須符合指明格式。
(5) 如公司違反第(4)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$300。
條： 420 免任核數師不剝奪其補償或損害賠償等 L.N. 163 of 2013 03/03/2014
第419條並不剝奪任何人就下述事宜而可獲付的補償或損害賠償—
(a) 該人停任公司的核數師；或
(b) 該人不再保持隨着核數師委任的終止而終止的任何委任。
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離任核數師要求公司召開會議及作出陳詞的權利 L.N. 163 of 2013 03/03/2014
條： 421 辭任核數師可要求召開會議 L.N. 163 of 2013 03/03/2014
(1) 如任何人根據第417(1)條發出辭職通知，而該通知隨附根據第424(a)條給予的情況陳述，則該
人可藉連同該辭職通知向公司發出另一通知，要求董事召開公司成員大會，以聽取及考慮該人
提交該大會的對與辭職有關連的情況的解釋。
(2) 凡公司在某日收到上述另一通知，董事須在自該日起計的21日內，召開成員大會，會議日期須
在給予召開該大會的通知的日期後的28日內。
(3) 如公司的董事違反第(2)款，每名沒有採取一切合理步驟確使成員大會按該款的規定召開的董事
均屬犯罪—
(a) 一經循公訴程序定罪，可處罰款$150000及監禁2年；或
(b) 一經循簡易程序定罪，可處第5級罰款及監禁6個月。
條： 422 關乎成員大會的停任陳述及出席成員大會 L.N. 163 of 2013 03/03/2014
(1) 如根據第421(2)條召開成員大會，辭去核數師職位的人—
(a) 可向公司給予該人作出的陳述，以合理篇幅列明該項辭職的背景情況；
(b) 可要求該公司就該陳述遵守第(5)款指明的規定；及
(c) 有權—
(i) 取得關乎該成員大會而該公司的成員有權取得的每項通知及其他通訊；
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(ii) 出席該大會；及
(iii) 就該大會所討論的事務中與該人作為該公司的核數師或前任核數師有關的部分發
言。
(2) 如有特別通知根據第400(1)(a)條就委任某人代替另一人擔任核數師的決議而發出，則該另一人
—
(a) 可向公司給予該另一人作出的陳述，以合理篇幅列明終止核數師委任的背景情況；
(b) 可要求該公司就該陳述遵守第(5)款指明的規定；及
(c) 有權—
(i) 取得關乎該成員大會而該公司的成員有權取得的每項通知及其他通訊；
(ii) 出席該大會；及
(iii) 就該大會所討論的事務中與該人作為該公司的核數師或前任核數師有關的部分發
言。
(3) 如有特別通知根據第419(2)條就免除某人的核數師職位的普通決議而發出，則該人—
(a) 可向公司給予該人作出的陳述，以合理篇幅列明該項建議免任的背景情況；及
(b) 可要求該公司就該陳述遵守第(5)款指明的規定。
(4) 如享有第(1)(c)(ii)或(iii)或(2)(c)(ii)或(iii)款所指的權利的人屬商號或法人團體，則該
權利可由獲該人授權在有關成員大會上擔任其代表的自然人行使。
(5) 為第(1)(b)、(2)(b)或(3)(b)款的施行而指明的規定是—
(a) 如有關公司收到有關陳述的日期，早於根據第571(1)條可發出通知召開成員大會的最後日
子超過2日—
(i) 須在發出予成員的每份關於該大會的通知內，述明該陳述已作出的規定；及
(ii) 凡向或已向成員發出關於該大會的通知，須向每名該等成員送交該陳述的文本的
規定；或
(b) 如該公司未有將該陳述的文本，送交每名獲發或已獲發關於該大會的通知的成員，即須確
保在該大會上宣讀該陳述的規定。
(6) 有關公司除非獲第(7)款所指的命令豁免，否則須遵從根據第(1)(b)、(2)(b)或(3)(b)款提出的
要求。
(7) 如原訟法庭應有關公司或任何聲稱受屈的人提出的申請，信納已根據第(1)(a)及(b)、(2)(a)及
(b)或(3)款給予陳述並提出要求的人—
(a) 濫用其如此行事的權利；或
(b) 運用該權利，在帶誹謗成分的事宜上，取得不必要的宣傳，
則原訟法庭可命令該公司獲豁免而無需遵從該要求。
(8) 如公司違反第(6)款，該公司及其每名責任人均屬犯罪，可各處第5級罰款。
條： 423 關於書面決議的停任陳述 L.N. 163 of 2013 03/03/2014
(1) 如公司根據第401(3)(b)(i)條向某人送交書面決議的文本，則本條適用。
(2) 上述的人可在收到公司送交的書面決議的文本後的14日內—
(a) 向該公司給予該人作出的陳述，以合理篇幅列明終止核數師委任的背景情況；及
(b) 要求該公司在根據第550或552條傳閱該書面決議的同時，向每名成員送交該陳述的文本。
(3) 第553條適用於傳閱書面決議，猶如在第553(3)條中對“21日”的提述被“28日”所取代一樣。
(4) 公司除非獲第(5)款所指的命令豁免，否則須遵從根據第(2)(b)款作出的要求。
(5) 如原訟法庭應公司或任何聲稱受屈的人提出的申請，信納根據第(2)款給予陳述並提出要求的人
—
(a) 濫用其如此行事的權利；或
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(b) 運用該權利，在帶誹謗成分的事宜上，取得不必要的宣傳，
則原訟法庭可命令該公司獲豁免而無需遵從該要求。
(6) 如公司違反第(4)款，有關書面決議即屬無效。
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離任核數師的情況陳述 L.N. 163 of 2013 03/03/2014
條： 424 辭任核數師給予陳述的職責 L.N. 163 of 2013 03/03/2014
根據第417(1)條辭去職位的人—
(a) 如認為有與其辭職有關連的情況應獲公司的成員或債權人加以注意，須在辭職時，向該公
司給予述明該情況的陳述；或
(b) 如認為沒有上述情況，須在辭職時，向該公司給予述明沒有該情況的陳述。
條： 425 卸任或遭免任的核數師給予陳述的職責 L.N. 163 of 2013 03/03/2014
(1) 除第(3)款另有規定外，根據第416(1)(a)或(d)款遭終止核數師委任的人—
(a) 如認為有與委任終止有關連的情況應獲公司的成員或債權人加以注意，須在其委任終止
時，向該公司給予述明該情況的陳述；或
(b) 如認為沒有上述情況，須在其委任終止時，向該公司給予述明沒有該情況的陳述。
(2) 如—
(a) 上述的人的任期因該人根據第403(2)(d)條不被當作再度獲委任而屆滿，該人送交第(1)款
所述的陳述，須令該陳述在下一個財政年度的委任期終結之前最少14日送抵公司；或
(b) 屬任何其他情況，該人送交第(1) 款所述的陳述，須令該陳述在自委任終止的日期起計的
14日內送抵公司。
(3) 如有以下情況，第(1)款不適用—
(a) 有關的人的委任根據第416(1)(a)條終止；及
(b) 該人—
(i) 獲委任為公司的核數師，任期在緊接屆滿的任期之後開始；或
(ii) 根據第403條，被當作就下一個財政年度再度獲委任為公司的核數師。
(4) 任何人違反第(1)或(2)款，即屬犯罪，可處第3級罰款，如有關罪行是持續的罪行，則可就該罪
行持續期間的每一日，另處罰款$300。
(5) 凡某人被控犯第(4)款所訂罪行，如確立該人已採取一切合理步驟確使第(1)或(2)款(視屬何情
況而定)獲遵守，即屬免責辯護。
條： 426 公司及受屈的人對情況陳述的回應 L.N. 163 of 2013 03/03/2014
(1) 如有情況陳述給予公司，該公司須在自收到該陳述的日期起計的14日內—
(a) 向該公司的每名成員送交該陳述的文本；或
(b) 向原訟法庭提出申請，尋求作出指示無需根據(a)段送交該陳述的文本的命令。
(2) 如公司根據第(1)(b)款提出申請，該公司須向給予有關情況陳述予該公司的人，發出關於該申
請的通知。
(3) 聲稱因某情況陳述而受屈的人，可在自公司收到該陳述的日期起計的14日內，向原訟法庭提出
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申請，尋求作出指示無需根據第(1)(a)款送交該陳述的文本的命令。
(4) 如任何人根據第(3)款提出申請，該人須將關於該申請的通知，發出予—
(a) 有關公司；及
(b) 向該公司給予有關情況陳述的人。
(5) 如—
(a) 任何人向公司給予情況陳述；及
(b) 在自該公司收到該陳述的日期起計的21日內，該人沒有收到第(2)或(4)款所指的申請通
知，
該人須在隨後的7日內，將該陳述的文本交付處長登記。
(6) 如公司違反第(1)款，該公司及其每名責任人均屬犯罪—
(a) 一經循公訴程序定罪，可處罰款$150000及監禁2年；或
(b) 一經循簡易程序定罪，可處第5級罰款及監禁6個月。
(7) 任何人違反第(5)款，即屬犯罪，可處第3級罰款，如有關罪行是持續的罪行，則可就該罪行持
續期間的每一日，另處罰款$300。
(8) 凡某人被控犯第(7)款所訂罪行，如確立該人已採取一切合理步驟確使第(5)款獲遵守，即屬免
責辯護。
條： 427 原訟法庭可命令不得送交情況陳述 L.N. 163 of 2013 03/03/2014
(1) 如有根據第426(1)(b)或(3)條就任何人向公司給予的情況陳述提出的申請，則本條適用。
(2) 如原訟法庭信納上述的人濫用情況陳述，或運用情況陳述，以在帶誹謗成分的事宜上取得不必
要的宣傳，則—
(a) 原訟法庭須指示無需根據第426(1)(a)條送交該陳述的文本；及
(b) 原訟法庭可命令該人支付申請人就該申請而招致的訟費的全部或部分，即使該人不是該申
請的一方亦然。
(3) 如原訟法庭根據第(2)(a)款作出指示，公司須在自該指示作出的日期起計的15日內—
(a) 將列明該指示的效力的通知，送交—
(i) 該公司的每名成員；及
(ii) 向該公司給予有關情況陳述的人，但如該人已被指名為法律程序的一方則除外；
及
(b) 將該通知的文本交付處長登記。
(4) 如原訟法庭決定不批准有關申請，公司須在自該決定作出的日期或有關法律程序因任何原因而
中止的日期起計的15日內—
(a) 將關於該決定的通知，發出予向該公司給予情況陳述的人；及
(b) 向該公司的每名成員及該人送交該情況陳述的文本。
(5) 有關的人須在自收到第(4)(a)款所指的通知的日期起計的7日內，將情況陳述的文本交付處長登
記。
條： 428 關乎第427條的罪行 L.N. 163 of 2013 03/03/2014
(1) 如公司違反第427(3)或(4)款，該公司及其每名責任人均屬犯罪—
(a) 一經循公訴程序定罪，可各處罰款$150000及監禁2年；或
(b) 一經循簡易程序定罪，可各處第5級罰款及監禁6個月。
(2) 任何人違反第427(5)條，即屬犯罪，可處第3級罰款，如有關罪行是持續的罪行，則可就該罪行
持續期間的每一日，另各處罰款$300。
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(3) 凡某人因違反第427(5)條而被控犯第(2)款所訂罪行，如確立該人已採取一切合理步驟確使該條
獲遵守，即屬免責辯護。
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提交及發布財務報表及報告 L.N. 163 of 2013 03/03/2014
條： 429 董事須將財務報表等在成員大會上提交公司省覽 L.N. 163 of 2013 03/03/2014
(1) 公司的董事須在第431條指明的期間內，就每個財政年度，將關乎該財政年度的報告文件的文
本，在周年成員大會或原訟法庭指示的任何其他成員大會上，提交公司省覽。
(2) 如周年成員大會根據第612條無須就某財政年度舉行，第(1)款並不就該財政年度適用。
(3) 公司的董事沒有採取一切合理步驟，以確保第(1)款獲遵守，即屬犯罪，可處罰款$300000。
(4) 公司的董事故意沒有採取一切合理步驟，以確保第(1)款獲遵守，即屬犯罪，可處罰款$300000
及監禁12個月。
(5) 凡某人被控犯第(3)款所訂罪行—
(a) 如確立該人有合理理由相信，而又確實相信，有勝任而可靠的人—
(i) 已獲委以確保第(1)款獲遵守的責任；及
(ii) 能夠執行該責任，
即屬免責辯護；及
(b) 即使確立有關財務報表或報告事實上並非按本條例的規定擬備的，亦不構成該人的免責辯
護。
條： 430 公司須在成員大會前向成員送交財務報表等的文本 L.N. 163 of 2013 03/03/2014
(1) 如公司須按照第610條，就某財政年度舉行周年成員大會，則該公司須在第429條規定須獲提交
關乎該財政年度的報告文件的文本的該大會的日期前最少21日，向每名成員送交該文本。
(2) 為施行第(1)款，即使關乎有關財政年度的報告文件的文本，是在第429條規定須獲提交該文本
的有關大會的日期前不足21日送交任何成員的，但如有權出席該大會和在該大會上投票的所有
成員均同意，則該文本須視為已在該日期前最少21日送交該成員。
(3) 如公司憑藉第612(2)條，而無須按照第610條就某財政年度舉行周年成員大會，該公司須在第
431條指明的期間內，向每名成員送交關乎該財政年度的報告文件的文本。
(4) 為施行第833(3)(c)條—
(a) 就第(1)款而言，有關通知須在第429條規定須獲提交有關報告文件的文本的成員大會的日
期前最少21日送交；或
(b) 就第(3)款而言，有關通知須在根據該款向每名成員送交報告文件的文本的日期前最少21日
送交。
(5) 為施行第833(3)(d)(i)條而指明的期間—
(a) 就第(1)款而言，是在第429條規定須獲提交有關報告文件的文本的成員大會的日期前最少
21日開始而在該大會的日期終結的期間；或
(b) 就第(3)款而言，是在送交第833(3)(c)條所指的通知的日期後的21日期間。
(6) 如報告文件的文本是在一段期間中的不同日期根據本條送交的，則就本條例中提述根據本條送
交該文本的日期之處而言，該文本須視為在該期間的最後一日送交。
第 622 章 - 《公司條例》 167
條： 431 提交及送交財務報表等的期間 L.N. 163 of 2013 03/03/2014
(1) 除第(2)款另有規定外—
(a) 如有關財政年度是藉參照某會計參照期定出的，而在該會計參照期終結時，有關公司是擔
保有限公司或第(3)款描述的私人公司—
(i) 則除第(ii)節另有規定外， 為施行第429(1)及430(3)條而指明的期間，是該會計參照
期終結後的9個月期間，或原訟法庭指示的較長期間；或
(ii) 如該會計參照期是該公司的首個會計參照期，且長度超過12個月，則為施行第
429(1)及430(3)條而指明的期間，是第(4)(a)及(b)款列明的期間中最後屆滿者；或
(b) 如在該會計參照期終結時，有關公司不是擔保有限公司，亦不是第(3)款描述的私人公司—
(i) 則除第(ii)節另有規定外， 為施行第429(1)及430(3)條而指明的期間，是該會計參照
期終結後的6個月期間，或原訟法庭指示的較長期間；或
(ii) 如該會計參照期是該公司的首個會計參照期，且長度超過12個月，則為施行第
429(1)及430(3)條而指明的期間，是第(5)(a)及(b)款列明的期間中最後屆滿者。
(2) 如有關財政年度是藉參照某會計參照期定出的，而在根據第371(1)條指明新的會計參照日後，
該會計參照期被縮短，則為施行第429(1)及430(3)條而指明的期間，是以下期間中最後屆滿者
—
(a) 第(1)款指明的期間；
(b) 董事決議的日期後的3個月期間。
(3) 就第(1)(a)或(b)款而言，有關私人公司為在有關財政年度的任何時間均不屬公眾公司的附屬公
司的私人公司。
(4) 為施行第(1)(a)(ii)款而列明的期間是—
(a) 公司成立為法團的首個周年日後的9個月期間，或原訟法庭指示的較長期間；及
(b) (如有關的財政年度是藉參照某會計參照期定出的)該會計參照期終結後的3個月期間。
(5) 為施行第(1)(b)(ii)款而列明的期間是—
(a) 公司成立為法團的首個周年日後的6個月期間，或原訟法庭指示的較長期間；及
(b) (如有關的財政年度是藉參照某會計參照期定出的)該會計參照期終結後的3個月期間。
條： 432 第430條的例外情況 L.N. 163 of 2013 03/03/2014
(1) 如公司不知悉某成員的地址，則第430條不規定該公司向該成員送交任何文件的文本。
(2) 第430條不規定公司將任何文件的文本送交—
(a) (如屬股份聯名持有人而各人均無權獲取公司周年大會的通知的情況)多於一名該等持有
人；或
(b) (如屬股份聯名持有人而部分人有權獲取公司周年大會的通知而部分人沒有該項權利的情
況)無權獲取公司周年大會通知的持有人。
(3) 如公司已根據第441條或順應第444條所指的要求，向某成員送交關乎有關財政年度的財務摘要
報告的文本，則第430條不規定該公司向該成員送交任何文件的文本。
(4) 如公司沒有股本，則第430條不規定該公司向無權獲取該公司的成員大會的通知的成員送交任何
文件的文本。
條： 433 關乎第430條的罪行 L.N. 163 of 2013 03/03/2014
(1) 如公司違反第430(1)條，該公司及其每名責任人均屬犯罪，可各處第5 級罰款。
(2) 如公司違反第430(3)條，該公司及其每名責任人均屬犯罪，可各處罰款$300000。
第 622 章 - 《公司條例》 168
(3) 如公司故意違反第430(3)條，該公司及其每名責任人均屬犯罪，可各處罰款$300000及監禁12個
月。
(4) 凡某人被控犯第(1)或(2)款所訂罪行，即使確立有關財務報表或報告事實上並非按本條例的規
定擬備的，亦不構成該人的免責辯護。
條： 434 公司須向無表決權的成員送交其他文件 L.N. 163 of 2013 03/03/2014
(1) 公司須在根據第430條送交報告文件的文本時，同時向無權在該公司的成員大會上表決的每名成
員送交—
(a) 該公司發出的、由該公司連同第430條所指的報告文件的文本一併傳閱的文件的文本；及
(b) 如此傳閱的、旨在提供關於該公司事務的資料的任何其他文件的文本。
(2) 如公司違反第(1)款，該公司及其每名責任人均屬犯罪，可各處第5級罰款。
條： 435 公司須應要求向成員及其他人送交財務報表等的文本 L.N. 163 of 2013 03/03/2014
(1) 公司須在成員或成員的遺產代理人作出要求後的7 日內，向該成員或遺產代理人送交—
(a) 最近的財務報表的文本一份；
(b) 最近的董事報告的文本一份；或
(c) 就該最近的財務報表作出的核數師報告的文本一份。
(2) 任何人有權獲根據第(1)款送交的文件的文本，是該人在有權獲根據第430條送交的文件的文本
外，該人有權獲送交的文本。
(3) 如公司違反第(1)款，該公司及其每名責任人均屬犯罪，可各處第5級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$1000。
(4) 如某人被控犯第(3)款所訂罪行，如確立有關成員或成員的遺產代理人(視屬何情況而定)以前曾
為取得有關的文件而作出另一要求，並已獲提供該文件的文本，即屬免責辯護。
條： 436 與發布財務報表等有關連的規定 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 公司傳閱、發布或發出—
(i) 關於該公司的指明財務報表；或
(ii) 關於該公司的非法定帳目；或
(b) 公司以其他方式提供該財務報表或帳目讓公眾查閱，而該方式用意在邀請一般公眾人士或
某類別公眾人士閱覽該財務報表或帳目。
(2) 指明財務報表須隨附就該報表作出的核數師報告。
(3) 非法定帳目須隨附一項聲明，示明—
(a) 該帳目不是關於公司的指明財務報表；
(b) 該帳目本要涵蓋的財政年度的指明財務報表，是否已交付處長；
(c) 是否已就關乎該財政年度的指明財務報表擬備核數師報告；及
(d) 該核數師報告是否—
(i) 有保留或以其他方式修改；
(ii) 提述該核數師在不就該報告作保留的情況下以強調的方式促請有關的人注意的任
何事宜；或
(iii) 載有根據第406(2)或407(2)或(3)條作出的陳述。
(4) 非法定帳目不得隨附就指明財務報表作出的核數師報告。
第 622 章 - 《公司條例》 169
(5) 如第(2)、(3)或(4)款遭違反，公司及其每名責任人均屬犯罪，可各處罰款$150000。
(6) 在本條中—
非法定帳目 (non-statutory accounts) 就公司而言，指— (a) 關乎或本意是涵蓋該公司某財政年度的財務狀況表或全面收益表，而該財務狀況表或收益
表不是作為由董事擬備的財務報表的一部分；或
(b) 以任何形式出現但不是作為由董事擬備的財務報表的一部分的帳目，該帳目本意是作為包
含該公司及其附屬企業的公司集團的財務狀況表或全面收益表的，而該財務狀況表或收益
表是關乎或本意是涵蓋該公司某財政年度的；
指明財務報表 (specified financial statements) 就公司而言，指由董事擬備的財務報表，而該 報表的文本是—
(a) 須按第429(1)條的規定在成員大會上提交公司省覽的；或
(b) 該公司須按第430(3)條的規定送交每名成員或以其他方式傳閱、發布或發出的。
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財務摘要報告 L.N. 163 of 2013 03/03/2014
條： 437 釋義 L.N. 163 of 2013 03/03/2014
在本分部中—
潛在成員 (potential member) 就公司而言，指有權(不論是有條件或無條件地)成為該公司成員的 人。
條： 438 本分部的適用範圍 L.N. 163 of 2013 03/03/2014
如公司不就某財政年度在提交報告方面獲豁免，則本分部就該財政年度適用於該公司。
條： 439 董事可藉摘要形式擬備財務報告 L.N. 163 of 2013 03/03/2014
(1) 公司的董事可為某財政年度，以摘要形式擬備財務報告，而該報告的內容須來自根據第430條須
送交公司每名成員的關乎該財政年度的報告文件的文本。
(2) 根據第(1)款擬備的財務報告—
(a) 須載有《規例》訂明的資料；及
(b) 須符合《規例》訂明的其他規定。
(3) 如第(2)款遭違反—
(a) 沒有採取一切合理步驟確使該款獲遵守的董事即屬犯罪，可處罰款$300000；及
(b) 故意不採取一切合理步驟確使該款獲遵守的董事即屬犯罪，可處罰款$300000及監禁12個
月。
(4) 凡某人被控犯第(3)(a)款所訂罪行，如確立該人有合理理由相信，而又確實相信，有勝任而可
靠的人—
(a) 已獲委以確保第(2)款獲遵守的責任；及
(b) 能夠執行該責任，
即屬免責辯護。
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條： 440 財務摘要報告須經批准及簽署 L.N. 163 of 2013 03/03/2014
(1) 財務摘要報告—
(a) 須經董事批准；及
(b) 須由一名董事代表該等董事簽署。
(2) 每份根據本分部送交成員或由公司以其他方式傳閱、發布或發出的財務摘要報告，均須述明代
表董事簽署該報告的董事的姓名或名稱。
(3) 如就由公司傳閱、發布或發出的財務摘要報告的文本而言，第(1)款遭違反，該公司及其每名責
任人均屬犯罪，可各處第4級罰款。
(4) 如第(2)款遭違反，公司及其每名責任人均屬犯罪，可各處第4級罰款。
條： 441 公司可向成員送交財務摘要報告的文本 L.N. 163 of 2013 03/03/2014
(1) 如根據第430條公司須向某成員送交關乎某財政年度的報告文件的文本，該公司可藉向該成員送
交關乎該財政年度的財務摘要報告(如有的話)的文本代替。
(2) 如公司根據第(1)款向某成員送交關乎某財政年度的財務摘要報告的文本，該文本須於該公司根
據第430條須向該成員送交關乎該財政年度的報告文件的文本的期間內送交。
條： 442 公司可尋求成員對收取財務摘要報告的意向 L.N. 163 of 2013 03/03/2014
(1) 公司可知會每名成員或潛在成員向該公司發出第(3)款所指的意向通知。
(2) 向成員或潛在成員發出的知會—
(a) 須以書面作出；及
(b) 須就某財政年度作出。
(3) 成員或潛在成員在回應知會時，可向公司發出意向通知—
(a) 表示—
(i) 要求獲得報告文件的文本或財務摘要報告的文本；或
(ii) 不要求獲得上述文本；及
(b) (如屬(a)(i)段的情況) 要求該公司送交採用印本形式或電子形式的文本，或藉在網站上提
供該文本的方式送交該文本。
(4) 只有在有關情況下，成員或潛在成員方可在回應知會時，根據第(3)(b)款表示要求公司送交採
用電子形式的報告文件的文本或財務摘要報告的文本，或藉在網站上提供該文本的方式送交該
文本；上述有關情況是指該公司已在該項知會中，讓該成員或潛在成員可選擇要求如此送交該
文本。
(5) 如在根據第430條向成員送交關乎有關財政年度的報告文件的文本的首日前最少28日前，公司收
到意向通知，則該通知就該財政年度及其後每個財政年度具有效力，直至它憑藉第(7)款不再具
有效力為止。
(6) 如在根據第430條向成員送交關乎有關財政年度的報告文件的文本的首日前不足28日，公司收到
意向通知，則—
(a) 該通知就該財政年度後的每個財政年度具有效力，直至它憑藉第(7)款不再具有效力為止；
及
(b) 有關成員或潛在成員須視為—
(i) 已要求獲得關乎該財政年度的財務摘要報告的文本；及
(ii) 已要求該公司送交採用印本形式的該財務摘要報告。
(7) 如發出意向通知的人—
第 622 章 - 《公司條例》 171
(a) 不再是公司的成員；或
(b) 藉向公司發出書面撤銷通知，撤銷該意向通知，
則該意向通知不再具有效力。
(8) 如成員或潛在成員沒有在根據第430條向成員送交關乎有關財政年度的報告文件的文本的首日
前，向公司發出意向通知以回應知會，則該成員或潛在成員須視為—
(a) 已要求獲得關乎該財政年度及其後每個財政年度的財務摘要報告的文本；及
(b) 已要求該公司送交採用印本形式的該財務摘要報告。
(9) 任何人如—
(a) 不再是公司的成員；或
(b) 向公司發出取消法定選擇的書面通知，
則第(8)款不再就該人具有效力。
條： 443 撤銷通知及取消法定選擇通知 L.N. 163 of 2013 03/03/2014
(1) 任何人為第442(7)(b)條的目的發出的撤銷通知，須—
(a) 述明它所關乎的財政年度；
(b) 述明該人先前發出的意向通知被撤銷；
(c) 述明該人—
(i) 要求獲得報告文件的文本或財務摘要報告的文本；或
(ii) 不要求獲得上述文本；及
(d) (如屬(c)(i)段的情況)述明該人要求公司送交採用印本形式或電子形式的文本，或藉在網
站上提供該文本的方式送交該文本。
(2) 在第(1)(c)款所指的撤銷通知內述明的要求，須有別於該撤銷通知所撤銷的意向通知的要求。
(3) 任何人為第442(9)(b)條的目的而發出的取消法定選擇通知，須—
(a) 述明它所關乎的財政年度；
(b) 述明該人不再被視為已作出第442(8)條所述的要求；
(c) 述明該人—
(i) 要求獲得報告文件的文本或財務摘要報告的文本；或
(ii) 不要求獲得上述文本；及
(d) (如屬(c)(i)段的情況)述明該人要求公司送交採用印本形式或電子形式的文本，或藉在網
站上提供該文本的方式送交該文本。
(4) 只有在有關情況下，某人方可根據第(1)(d)款在撤銷通知內，或根據第(3)(d)款在取消法定選
擇通知內，述明該人要求公司送交採用電子形式的報告文件的文本或財務摘要報告的文本，或
藉在網站上提供該文本的方式送交該文本；上述有關情況是指該公司已在根據第442(1)條作出
的、關乎該通知的知會中，讓該人可選擇要求如此送交該文本。
(5) 如關乎某財政年度的撤銷通知或取消法定選擇通知，是公司在根據第430條向成員送交關乎該財
政年度的報告文件的文本的首日前最少28日收到的，則該通知就該財政年度及其後每個財政年
度具有效力。
(6) 如關乎某財政年度的撤銷通知或取消法定選擇通知，是公司在根據第430條向成員送交關乎該財
政年度的報告文件的文本的首日前不足28日收到的，則該通知就該財政年度後的每個財政年度
具有效力。
條： 444 公司須順應成員在意向通知內的要求等 L.N. 163 of 2013 03/03/2014
(1) 如有人在有關通知內，要求獲得報告文件的文本或財務摘要報告的文本，則除非第446條禁止公
第 622 章 - 《公司條例》 172
司如此行事，否則該公司須順應該要求。
(2) 如公司須根據第430條，在某段期間內向某人送交關乎有關財政年度的報告文件的文本，則該公
司須在該期間內順應上述要求。
(3) 除非潛在成員在公司根據第430(1)或(3)條向成員送交關乎上述財政年度的報告文件的文本的首
日前最少28 日成為該公司的成員，否則第(1)款不規定公司順應該潛在成員的要求。
(4) 在本條中—
有關財政年度 (relevant financial year) 指有關通知根據第442或443條就之具有效力的財政年 度；
有關通知 (relevant notice) 指— (a) 根據第442(3)條發出的意向通知；
(b) 為第442(7)(b)條的目的而發出的撤銷通知；或
(c) 為第442(9)(b)條的目的而發出的取消法定選擇通知。
條： 445 公司須送交額外的報告等的文本 L.N. 163 of 2013 03/03/2014
(1) 如公司已根據第441條或順應根據第444條作出的要求，向某人送交關乎某財政年度的財務摘要
報告的文本，則如該人有所要求，該公司須於第(3)款指明的時間內，向該人送交關乎該財政年
度的報告文件的文本。
(2) 如公司已根據第430條，向某人送交關乎某財政年度的報告文件的文本，則如該人有所要求，除
非第446條禁止該公司如此行事，否則該公司須於第(3)款指明的時間內，向該人送交關乎該財
政年度的財務摘要報告的文本。
(3) 如—
(a) 根據第429(1)條，須在成員大會上將關乎有關財政年度的報告文件的文本提交公司省覽，
而該公司在該大會的日期前的14日之前收到有關的人的要求，則為施行第(1)或(2)款而指
明的時間，是該大會的日期前最少7日內的任何時間；或
(b) 屬任何其他情況，則為施行第(1)或(2)款而指明的時間，是公司收到有關的人的要求的日
期後14日內的任何時間。
(4) 如有以下情況，第(1)或(2)款不規定公司須向任何人送交關乎某財政年度的財務摘要報告的文
本或關乎某財政年度的報告文件—
(a) 根據第429(1)條須在成員大會上將關乎該財政年度的報告文件的文本提交公司省覽，而該
人的要求是在該大會的日期後的6個月期間屆滿後作出的；或
(b) 根據第430(3)條須向每名成員送交關乎該財政年度的報告文件的文本，而該人的要求是在
送交該文本的日期後的6個月期間屆滿後作出的。
(5) 第(2)款不規定公司向任何人送交關乎某財政年度的財務摘要報告的文本，但如屬以下情況則除
外—
(a) 該公司已就該財政年度擬備財務摘要報告；及
(b) 當該公司向該人送交關乎該財政年度的報告文件的文本時，該公司給予該人要求獲得關乎
該財政年度的財務摘要報告的文本的權利。
(6) 如公司違反第(1)或(2)款，該公司及其每名責任人均屬犯罪，可各處第5級罰款，如有關罪
行是持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$1000。
(7) 凡某公司被控犯第(6)款所訂罪行，如確立該公司已採取一切合理步驟，以確保第(1)或(2)款
(視屬何情況而定)獲遵守，即屬免責辯護。
第 622 章 - 《公司條例》 173
條： 446 在某些情況下公司不得送交財務摘要報告 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，公司不得為第441(1)條的目的，向成員送交關乎某財政年度的財務摘要報告的
文本—
(a) 該公司的章程細則規定須向每名成員送交關乎該財政年度的報告文件的文本；或
(b) 該公司的章程細則禁止該公司為第441(1)條的目的而向成員送交關乎該財政年度的財務摘
要報告的文本。
(2) 如有以下情況，公司不得向成員送交關乎某財政年度的財務摘要報告的文本—
(a) 尚未就關乎該財政年度的財務報表擬備核數師報告；
(b) 董事尚未批准該財務摘要報告；
(c) 尚未有人代表董事簽署該財務摘要報告；或
(d) 財務摘要報告不符合第439(2)條的規定。
(3) 如公司違反第(1)或(2)款，該公司及其每名責任人均屬犯罪，可各處第5級罰款。
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雜項 L.N. 163 of 2013 03/03/2014
條： 447 適用於不活動公司的豁免 L.N. 163 of 2013 03/03/2014
(1) 公司如屬第5(1)條所指的不活動公司，則以下條文不適用該公司—
(a) 第367(4)條；
(b) 第4分部第3及4次分部；
(c) 第5分部第2及3次分部；
(d) 第411及412條；
(e) 第5分部第6、7及8次分部；
(f) 第6及7分部。
(2) 如上述公司訂立任何會計交易，則—
(a) 自該會計交易的日期起，第(1)款不再具有效力；及
(b) 知悉或理應知悉該會計交易的該公司成員，及該公司的每名董事，均須就該會計交易而產
生的該公司任何債項或債務，承擔個人法律責任。
(3) 在本條中—
董事 (director) 包括幕後董事。
條： 448 就報告內不真實或具誤導性的陳述而負有的法律責任 L.N. 163 of 2013 03/03/2014
(1) 本條適用於—
(a) 董事報告；及
(b) 財務摘要報告(只限於該報告的內容是來自董事報告的範圍內)。
(2) 公司的董事有法律責任就該公司因以下事宜而蒙受的損失作出補償—
(a) 有關報告內的不真實或具誤導性的陳述；或
(b) 有關報告遺漏了它按規定須載有的任何事宜。
(3) 就—
(a) 第(2)(a)款而言，除非董事知道有關陳述屬不真實或具誤導性，或該董事罔顧該陳述是否
不真實或具誤導性，否則該董事無需負上法律責任；或
第 622 章 - 《公司條例》 174
(b) 第(2)(b)款而言，除非董事知道有關遺漏屬不誠實地隱瞞屬事關重要的事實，否則該董事
無需負上法律責任。
(4) 有關的人不須對另一人(有關公司除外)因該另一人或任何其他人倚賴有關報告所載的資料而負
上法律責任。
(5) 就第(4) 款而言，有關的人(前者)在以下情況下亦須對另一人負上法律責任︰該另一人有權針 對前者—
(a) 獲給予民事補救；或
(b) 撤銷或廢除合約。
(6) 本條不影響刑事罪行的法律責任。
條： 449 自發修改財務報表等 L.N. 163 of 2013 03/03/2014
(1) 如—
(a) 由公司的董事擬備的財務報表的文本，已根據第430條向成員送交；及
(b) 該公司的董事其後覺得該財務報表不符合本條例的規定，
則該董事可安排修改該財務報表，以及對有關財務摘要報告或董事報告作出必需的相應修改。
(2) 上述對財務報表的修改，須只限於—
(a) 該財務報表內不符合本條例的規定的方面；及
(b) 其他必需的相應修改。
(3) 如—
(a) 公司的董事決定根據第(1)款安排對財務報表作出修改；及
(b) 該財務報表的文本已遵照第664(3)(b)條的規定交付處長，
則該公司須在該決定作出後的7日內，將一份述明該財務報表將會被如此修改的警告陳述，交付
處長登記，該陳述須符合指明格式。
(4) 如公司違反第(3)款，該公司及其每名責任人均屬犯罪，可各處第5級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$1000。
條： 450 財政司司長可就財務報表等的修改訂立規例 L.N. 163 of 2013 03/03/2014
(1) 財政司司長可藉規例—
(a) 訂定本條例就根據第449 條修改的財務報表、財務摘要報告或董事報告的適用情況；及
(b) 訂定關乎經修改的財務報表、財務摘要報告或董事報告的規定。
(2) 上述規例—
(a) 可視乎財務報表、財務摘要報告或董事報告是—
(i) 用另一份顯示有關修改的文件補充該財務報表或報告的方式修改；還是
(ii) 用另一份財務報表或報告取而代之的方式修改，
而訂定不同條文；
(b) 可訂定擬備核數師報告的人在經修改的財務報表、財務摘要報告或董事報告方面的職能；
(c) 在—
(i) 財務報表或董事報告或其文本經修改前，已根據第429條在成員大會上提交公司省覽、
已根據第430條送交成員或已遵照第664(3)(b)條的規定交付處長；或
(ii) 有關的財務摘要報告的文本經修改前，已根據第441條向成員送交，或已為順應第
444 或445(2) 條所指的要求而向成員送交，
的情況下，可規定公司或公司的董事就經修改的財務報表或報告採取該規例指明的步驟；
及
第 622 章 - 《公司條例》 175
(d) 可就本條例在該規例指明的增補、例外情況及變通的規限下適用於經修改的財務報表、財
務摘要報告或董事報告，訂定條文。
(3) 上述規例可將以下任何行為定為罪行—
(a) 沒有採取一切合理步驟確使經修改的財務報表、財務摘要報告或董事報告符合—
(i) 該規例的指明條文；或
(ii) 根據該規例而具有效力的本條例的指明條文；
(b) 違反—
(i) 該規例的指明條文；或
(ii) 根據該規例而具有效力的本條例的指明條文。
(4) 就屬故意干犯的罪行可訂明的最高罰款額為$300000，而可訂明的最高監禁刑期為12個月。就不
屬故意干犯的罪行可訂明的最高罰款額為$300000。此外，如有關罪行是持續的罪行，可訂明就
該罪行持續期間的每一日，另處罰款不超過$2000。
(5) 上述規例可訂定就上述罪行提出的免責辯護。
條： 451 財政司司長可就披露某些資料訂立規例 L.N. 163 of 2013 03/03/2014
財政司司長可訂立規例，為施行第383(3)條訂明關乎有關財政年度的財務報表，須載有顯示關於第
383(1)(d)條所述的事宜的資料的陳述。
條： 452 財政司司長可訂立其他規例 L.N. 163 of 2013 03/03/2014
(1) 財政司司長可訂立規例，為施行第380(8)(a)條訂明團體。
(2) 財政司司長可訂立規例—
(a) 訂明根據第383(1)條須載於財務報表的附註內的資料；及
(b) 訂明關於財務報表的附註的其他規定。
(3) 財政司司長可訂立規例—
(a) 訂明根據第388(1)或(2)條須載於董事報告內的資料；及
(b) 訂明關於董事報告的其他規定。
(4) 財政司司長可訂立規例—
(a) 訂明根據第439(2)條須載於財務摘要報告內的資料；及
(b) 訂明關於財務摘要報告的其他規定。
(5) 財政司司長可訂立規例—
(a) 訂定以下項目的格式及內容—
(i) 第442(2)條所指的通知；
(ii) 第442(3)條所指的意向通知；或
(iii) 該通知或意向通知隨附的文件；及
(b) 規定上述文件須是預付郵資的文件。
部： 10 董事及公司秘書 L.N. 163 of 2013 03/03/2014
(*格式變更─2013年第1號編輯修訂紀錄)
__________________________________________________________________________ 註：
* 第10部的格式已按現行法例樣式更新。
第 622 章 - 《公司條例》 176
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董事的委任、罷免及辭職 L.N. 163 of 2013 03/03/2014
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1
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須有董事的規定 L.N. 163 of 2013 03/03/2014
條： 453 公眾公司及擔保有限公司須有最少2名董事 L.N. 163 of 2013 03/03/2014
(1) 本條適用於—
(a) 公眾公司；及
(b) 擔保有限公司。
(2) 公司須有最少2名董事。
(3) 自公司成立為法團的日期起，在根據第67(1)條交付處長的法團成立表格內列名為董事的人，即
擔任該公司的首任董事。
(4) 在有委任董事的通知按照第645(1)條向處長交付之前，在緊接本條的生效日期*前，根據修訂前
的《前身條例》第153(2)條被當作為有關公司的董事的人，須繼續被當作為公司的董事，猶如
《2004年公司(修訂)條例》(2004年第30號)附表2第19(1)條沒有制定一樣。
(5) 如根據公司的章程細則，在董事人數減至少於所訂定的董事最低法定人數的情況下，一名董事
可行使第(6) 款指明的權力，則在董事人數減至少於第(2)款所規定的人數的情況下，該權力亦
可予行使。
(6) 為施行第(5)款而指明的權力，是為以下目的(但並非為任何其他目的)而行事的權力—
(a) 增加董事人數；或
(b) 召開公司成員大會。
(7) 在第(4)款中—
修訂前的《前身條例》(pre-amended predecessor Ordinance)指在緊接被《2004年公司(修訂)條 例》(2004年第30號)附表2第19(1)條修訂前屬有效的《前身條例》。
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註﹕
* 生效日期：2014年3月3日。
條： 454 私人公司須有最少一名董事 L.N. 163 of 2013 03/03/2014
(1) 私人公司須有最少一名董事。
(2) 自私人公司成立為法團的日期起，在根據第67(1)條交付處長的法團成立表格內列名為董事的
人，即擔任該公司的首任董事。
(3) 在有委任董事的通知按照第645(1)條向處長交付之前，在緊接本條的生效日期*前，根據修訂前
的《前身條例》第153A(2)條被當作為有關私人公司的董事的人，須繼續被當作為該公司的董
事，猶如《2004年公司(修訂)條例》(2004 年第30號)附表2第20(1)條沒有制定一樣。
(4) 在第(3)款中—
修訂前的《前身條例》(pre-amended predecessor Ordinance)指在緊接被《2004年公司(修訂)條 例》(2004年第30號)附表2第20(1)條修訂前屬有效的《前身條例》。
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第 622 章 - 《公司條例》 177
* 生效日期：2014年3月3日。
條： 455 私人公司的備任董事的提名 L.N. 163 of 2013 03/03/2014
(1) 如私人公司只有一名成員，而該成員是該公司的唯一董事，則不論該公司的章程細則有何規
定，該公司可藉在成員大會上通過的決議，提名一人(須不屬法人團體)為其備任董事，該人須
年滿18歲，而一旦該唯一董事去世，該備任董事即代替該唯一董事行事。
(2) 凡某人就某唯一董事獲提名為某私人公司的備任董事，則如—
(a) 在該唯一董事去世前—
(i) 該人按照第464條的規定，辭去備任董事職位；或
(ii) 該公司在成員大會上撤銷該項提名；或
(b) 該唯一董事因任何理由( 該董事去世除外)不再是該公司的唯一成員以及唯一董事，
該項提名即告失效。
(3) 如私人公司的備任董事的提名根據第(2)款失效，該公司須按照第645(4)條，向處長交付通知。
(4) 凡備任董事就某唯一董事而獲提名，而該唯一董事去世，則在符合第(5)款指明的條件的前提
下，該備任董事就所有目的而言，須視為有關公司的董事，直至以下兩種情況中之較早者發生
為止—
(a) 某人按照該公司的章程細則，獲委任為該公司的董事；或
(b) 該備任董事按照第464條的規定，辭去董事職位。
(5) 為施行第(4)款而指明的條件為—
(a) 有關備任董事的提名沒有根據第(2)款而失效；及
(b) 法律不禁止該備任董事擔任有關公司的董事，而該備任董事亦沒有喪失擔任該公司的董事
的資格。
條： 456 法人團體擔任董事的限制 L.N. 163 of 2013 03/03/2014
(1) 本條適用於—
(a) 公眾公司；
(b) 屬某個有上市公司為成員的公司集團的成員的私人公司；及
(c) 擔保有限公司。
(2) 法人團體不得獲委任為有關公司的董事。
(3) 任何違反第(2)款而作出的委任，均屬無效。
(4) 雖然法人團體憑藉本條不能獲委任為董事，但如該團體—
(a) 本意是以董事的身分行事；或
(b) 以幕後董事的身分行事，
則本條不影響該團體在本條例或《公司(清盤及雜項條文)條例》(第32章)任何條文下的法律責
任。
條： 457 須有最少一名自然人董事 L.N. 163 of 2013 03/03/2014
(1) 本條適用於任何私人公司；但如有關私人公司屬某公司集團的成員，而該公司集團的成員當中
有上市公司，則本條不適用於該私人公司。
(2) 有關公司須有最少一名屬自然人的董事。
第 622 章 - 《公司條例》 178
條： 458 規定公司委任董事的指示 L.N. 163 of 2013 03/03/2014
(1) 處長如覺得某公司違反第453(2)、454(1)或457(2)條，可指示該公司委任一名或多於一名董
事，以符合該條的規定。
(2) 上述指示須指明—
(a) 有關公司看似違反的法例規定；
(b) 在第(3)款的規限下，該公司遵從該指示的限期；及
(c) 如沒有遵從該指示，即屬第(6)款所訂罪行。
(3) 上述限期不得少於有關指示的發出日期之後的一個月，亦不得超過該日期之後的3個月。
(4) 處長可在有關指示指明的限期結束前，藉書面通知，延長該限期。
(5) 有關公司須以符合以下說明的方式，遵從上述指示︰在該指示指明的限期結束前，或( 如處長
根據第(4)款延長該限期)在延長的限期結束前，作出所需的一項或多於一項委任。
(6) 如公司沒有遵從本條所指的指示，該公司及其每名責任人均屬犯罪，可各處第6級罰款，如有關
罪行是持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$2000。
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董事的委任 L.N. 163 of 2013 03/03/2014
條： 459 委任為董事的最低年齡 L.N. 163 of 2013 03/03/2014
(1) 除非某人在獲委任為公司董事時，已年滿18歲，否則該人不得獲委任。
(2) 任何違反第(1)款而作出的委任，均屬無效。
(3) 雖然某人憑藉本條不能獲委任為董事，但如該人—
(a) 本意是以董事的身分行事；或
(b) 以幕後董事的身分行事，
則本條不影響該人在本條例或《公司(清盤及雜項條文)條例》(第32章)任何條文下的法律責
任。
條： 460 董事的委任須個別表決 L.N. 163 of 2013 03/03/2014
(1) 本條適用於—
(a) 公眾公司；及
(b) 擔保有限公司。
(2) 在公司的成員大會上，如擬動議提出藉單一項決議委任2人或多於2人為該公司的董事，須首先
在該成員大會上通過一項批准提出該動議的決議，且無人對該決議投反對票，否則不得提出該
動議。
(3) 任何違反第(2)款而動議的決議屬無效，不論當時是否有人反對如此動議該決議亦然。
(4) 即使有關決議屬無效，在沒有另一項委任的情況下，自動再度委任卸任董事的條文(不論該條文
是載於有關公司的章程細則，或載於與該公司訂立的合約或其他文件)不適用。
(5) 就本條而言，批准委任某人的動議，或提名委任某人的動議，須視為委任該人的動議。
條： 461 董事的作為的有效性 L.N. 163 of 2013 03/03/2014
(1) 任何以董事身分行事的人的作為，均屬有效，即使其後發現有以下情況亦然—
第 622 章 - 《公司條例》 179
(a) 委任該人為董事的委任，有欠妥之處；
(b) 該人不符合擔任董事的資格，或已喪失擔任董事的資格；
(c) 該人已不再擔任董事；或
(d) 該人無權就有關事宜表決。
(2) 即使—
(a) 根據第456(3)或459(2)條，有關的人的董事委任屬無效；或
(b) 根據第460(3)條，委任該人為董事的決議屬無效，
第(1)款仍適用。
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董事的罷免及辭職 L.N. 163 of 2013 03/03/2014
條： 462 罷免董事的決議 L.N. 163 of 2013 03/03/2014
(1) 不論公司章程細則或公司與董事之間的協議有任何規定，在該董事任期屆滿前，該公司可藉在
成員大會上通過的普通決議，罷免該董事。
(2) 如有關公司屬私人公司，第(1)款並不授權罷免一名已自1984年8月31日起任終身職的董事。
(3) 第(4)、(5)、(6)、(7)及(8)款就藉決議罷免董事而適用，不論該項藉決議作出的罷免是根據第
(1)款或其他權限作出。
(4) 特別通知須就以下決議發出—
(a) 罷免董事的決議；或
(b) 在罷免董事的會議上，委任任何人替代該名遭罷免的董事的決議。 附註—
請亦參閱第578條，該條列出關於特別通知的規定。
(5) 因董事遭罷免而出現的空缺，如沒有在罷免該董事的會議上填補，則可作為期中空缺而填補。
(6) 凡有某人獲委任為董事以替代遭罷免的董事，就斷定該獲委任的人或任何其他董事的卸任時間
而言，該人須視為猶如在該人所替代的人最後獲委任為董事之日出任董事一樣。
(7) 就罷免任期尚未屆滿的董事的決議而言，在投票表決時，任何股份具有的票數，不可超過它就
有關公司的成員大會上表決的一般事宜而具有的票數。
(8) 如某股份只就某些事宜(而非其他事宜)而具有特別表決權(即有別於其他股份具有的權利)，則
在第(7)款中，提述在公司的成員大會上表決的一般事宜之處，須解釋為提述該股份對之並不具
有特別表決權的事宜。
(9) 本條不得視為剝奪任何人就以下事宜獲支付的補償或損害賠償—
(a) 終止該人的董事委任；或
(b) 隨着終止該人的董事委任而終止的其他委任。
條： 463 董事抗議罷免的權利 L.N. 163 of 2013 03/03/2014
(1) 公司如根據第462(4)條接獲罷免董事的決議的通知，須立即將該通知的文本，送交有關董事。
(2) 有關董事(不論是否有關公司的成員)有權在表決上述決議的會議上，就該決議陳詞。
(3) 如有罷免董事的決議的通知根據第462(4)條發出，則有關董事—
(a) 可就該決議向有關公司作出不超過合理篇幅的書面申述；及
(b) 可要求該公司就該申述遵守第(4)款指明的規定。
(4) 為第(3)(b)款的施行而指明的規定是—
第 622 章 - 《公司條例》 180
(a) 如有關公司收到有關申述的日期，早於根據第571(1)條可發出通知召開有關會議的最後日
子超過2 日—
(i) 須在發出予成員的每份關於該會議的通知內，述明該申述已作出的規定；及
(ii) 凡向或已向成員發出關於該會議的通知，須向每名該等成員送交該申述的文本的
規定；或
(b) 如該公司未有將該申述的文本，送交每名獲發或已獲發關於該會議的通知的成員，即須確
保在該會議上宣讀該申述的規定。
(5) 有關公司除非獲第(6)款所指的命令豁免，否則須遵從根據第(3)(b)款提出的要求。
(6) 如原訟法庭應有關公司或任何聲稱受屈的人提出的申請，信納已根據第(3)款作出申述並提出要
求的人—
(a) 濫用其如此行事的權利；或
(b) 運用該權利，在帶誹謗成分的事宜上，取得不必要的宣傳，
則原訟法庭可命令該公司獲豁免而無需遵從該要求。
(7) 如有關公司違反第(5)款，則即使第562(1)條已獲遵守，根據第462(1)條通過的決議仍屬無效。
條： 464 董事的辭職 L.N. 163 of 2013 03/03/2014
(1) 公司的董事可隨時辭去董事職位，但如該公司的章程細則或與該公司訂立的任何協議另有規
定，則屬例外。
(2) 如公司的董事辭職，該公司須將述明辭職一事的通知交付處長，而交付方式須為第645(4)條所
規定者。
(3) 儘管有第(2)款的規定，辭職的董事如有合理理由相信有關公司將不會交付有關通知，須將述明
辭職一事的通知交付處長登記，該通知須符合指明格式。
(4) 根據第(3)款的規定而交付的通知，須述明—
(a) 有關公司的章程細則或與該公司訂立的任何協議，有否規定辭職的董事向該公司發出辭職
通知；及
(b) (如上述章程細則或協議規定發出該通知)該通知是否已按照該規定發出。
(5) 如公司的章程細則或與該公司訂立的任何協議，規定發出關於該公司董事辭職的通知，則除非
該董事—
(a) 按照該規定發出書面辭職通知；
(b) 將該通知留在該公司的註冊辦事處；或
(c) 將該通知的印本送交該公司，或將該通知的電子版發送予該公司，
否則該項辭職無效。
(6) 在本條中—
董事 (director) 包括備任董事，亦包括根據第455(4)條視為董事的人。
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以謹慎、技巧及努力行事的董事職責 L.N. 163 of 2013 03/03/2014
條： 465 有責任以合理水平的謹慎、技巧及努力行事 L.N. 163 of 2013 03/03/2014
(1) 公司的董事須以合理水平的謹慎、技巧及努力行事。
(2) 合理水平的謹慎、技巧及努力，指任何合理努力並具備以下條件的人在行事時會有的謹慎、技
巧以及努力—
第 622 章 - 《公司條例》 181
(a) 可合理預期任何人在執行有關董事就有關公司所執行的職能時會具備的一般知識、技巧以
及經驗；及
(b) 該董事本身具備的一般知識、技巧以及經驗。
(3) 第(1)款指明的責任，是有關公司的董事對該公司負有的。
(4) 第(1)款指明的責任，取代關於公司的董事對該公司負有的以合理水平的謹慎、技巧及努力行事
的責任的普通法規則及衡平法原則而有效。
(5) 本條適用於幕後董事，猶如本條適用於董事一樣。
(6) 就第(5)款而言，縱使某法人團體的附屬公司的一眾董事或過半數董事，慣於按照該團體的指示
或指令行事，該團體不會僅因此而視為其附屬公司的幕後董事。
條： 466 違反以合理水平的謹慎、技巧及努力行事的責任的民事後
果
L.N. 163 of 2013 03/03/2014
在不影響本條例其他條文及《公司(清盤及雜項條文)條例》(第32章)的原則下，違反(或威脅違反)
第465(1)條指明的責任的後果，等同於假使按第465(1)條取代的普通法規則或衡平法原則仍然適用
便會有的後果。
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董事的法律責任 L.N. 163 of 2013 03/03/2014
條： 467 釋義及適用範圍 L.N. 163 of 2013 03/03/2014
(1) 在本分部中—
第三者 (third party) 就公司而言，指既非該公司亦非某有聯繫公司的人； 獲准許的彌償條文 (permitted indemnity provision) 就公司而言，指符合以下說明的條文—
(a) 訂定就該公司的董事所招致的對第三者的法律責任，向該董事提供彌償；及
(b) 符合第469(2)條指明的規定。
(2) 第468、469及470條適用於在它們的生效日期*當日或之後訂立的條文。
(3) 第471及472條適用於在它們的生效日期*當日或之後訂立的獲准許的彌償條文。
(4) 第473條適用於在它的生效日期*當日或之後由董事作出的行為。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 468 廢止免除董事的法律責任的條文 L.N. 163 of 2013 03/03/2014
(1) 本條適用於載於公司的章程細則、與公司訂立的合約或其他文件的條文。
(2) 如某條文的本意是豁免公司的董事，使該董事無需承擔該董事在與關乎該公司的疏忽、失責、
失職或違反信託行為有關連的情況下本應須承擔的法律責任，則該條文屬無效。
(3) 如公司藉着某條文，直接或間接向該公司的董事或該公司的有聯繫公司的董事提供彌償，以彌
償該董事在與關乎該公司或有聯繫公司(視屬何情況而定)的疏忽、失責、失職或違反信託行為
有關連的情況下須承擔的法律責任，則該條文屬無效。
(4) 第(3)款不阻止公司就以下的法律責任，為該公司的董事或該公司的有聯繫公司的董事投購保險
並保持該保險有效—
第 622 章 - 《公司條例》 182
(a)該董事因在與關乎該公司或有聯繫公司(視屬何情況而定)的疏忽、失責、失職或違反信託
行為(欺詐行為除外)有關連的情況下對任何人承擔的法律責任；或
(b)該董事在針對該董事提出的民事或刑事法律程序中進行辯護而招致的法律責任，而該法律
程序是針對該董事犯的關乎該公司或有聯繫公司(視屬何情況而定)的疏忽、失責、失職或
違反信託行為(包括欺詐行為)而提出的。
條： 469 獲准許的彌償條文 L.N. 163 of 2013 03/03/2014
(1) 如就有關董事所招致的對第三者的法律責任而提供彌償的條文，符合第(2)款指明的規定，則第
468(3)條不適用於該條文。
(2) 有關條文不得就以下法律責任而提供任何彌償—
(a) 有關董事繳付以下款項的法律責任—
(i) 在刑事法律程序中判處的罰款；或
(ii) 須就不遵守屬規管性質的規定而以罰款形式繳付的款項；或
(b) 該董事任何以下法律責任—
(i) (如該董事在刑事法律程序中被定罪)該董事因在該法律程序中作抗辯而招致的法律責
任；
(ii) (如有關公司或有關公司的有聯繫公司提起民事法律程序，而在該法律程序中，該
董事被判敗訴) 該董事因在該法律程序中作抗辯而招致的法律責任；
(iii) (如有關公司的成員或有關公司的有聯繫公司的成員代該公司提起民事法律程序，
而在該法律程序中，該董事被判敗訴) 該董事因在該法律程序中作抗辯而招致的法律
責任；
(iv) (如有關公司的有聯繫公司的成員，或該有聯繫公司的有聯繫公司的成員，代首述
的有聯繫公司提起民事法律程序，而在該法律程序中，該董事被判敗訴)該董事因在該
法律程序中作抗辯而招致的法律責任；或
(v) (如該董事根據第903或904條或《前身條例》第358條申請濟助，而原訟法庭拒絕向該
董事授予該濟助)該董事在與該申請有關連的情況下招致的法律責任。
(3) 在第(2)(b)款中，提述定罪、判決或拒絕授予濟助之處，即提述在有關法律程序中的終局決
定。
(4) 為施行第(3)款，任何定罪、判決或拒絕授予濟助—
(a) 如沒有遭上訴，在提出上訴的限期結束時，即屬終局；或
(b) 如遭上訴，在該上訴或任何進一步上訴獲了結時，即屬終局。
(5) 為施行第(4)(b)款，如上訴—
(a) 已獲判定，而提出進一步上訴的限期已結束；或
(b) 已遭放棄，或已在其他情況下失效，
該上訴即屬獲了結。
條： 470 董事報告須披露獲准許的彌償條文 L.N. 163 of 2013 03/03/2014
(1) 如在公司的董事擬備的董事報告按照第391條獲批准時，某獲准許的彌償條文(不論該條文是否
由該公司訂立)正於惠及一名或多於一名該公司的董事的情況下有效，該報告須述明該條文正有
效。
(2) 如在公司的董事擬備的董事報告所關乎的財政年度內的任何時間，某獲准許的彌償條文(不論該
條文是否由該公司訂立)曾經於惠及一名或多於一名身為該公司的前董事的人的情況下有效，該
報告須述明該條文曾經有效。
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(3) 如在公司的董事擬備的董事報告按照第391條獲批准時，由該公司訂立的某獲准許的彌償條文，
正於惠及該公司的有聯繫公司的一名或多於一名董事的情況下有效，該報告須述明該條文正有
效。
(4) 如在公司的董事擬備的董事報告所關乎的財政年度內的任何時間，由該公司訂立的某獲准許的
彌償條文，曾經於惠及一名或多於一名身為該公司的有聯繫公司的前董事的人的情況下有效，
該報告須述明該條文曾經有效。
(5) 在本條中—
董事報告 (directors’report) 指— (a) 根據第388(1)條規定須擬備的報告；或
(b) 根據第388(2)條規定須擬備的綜合報告。
條： 471 獲准許的彌償條文的文本須備存的地點 L.N. 163 of 2013 03/03/2014
(1) 如獲准許的彌償條文是為某公司的一名董事而訂立，並適用於—
(a) 該公司(不論該條文是由該公司或由該公司的有聯繫公司訂立)；及
(b) (如該條文是由有聯繫公司訂立)該有聯繫公司，
則本條具有效力。
(2) 本條適用的公司須在其註冊辦事處或根據第657條訂立的規例訂明的地點，備存以下文件—
(a) 有關獲准許的彌償條文的文本；
(b) (如該條文並非以書面形式訂立)一份列明該條文的條款的書面備忘錄。
(3) 有關公司—
(a) 須保留有關文本或備忘錄最少一年，該年自有關條文的終結或屆滿日期翌日起計；及
(b) 須在上述期間內，備存該文本或備忘錄，以供查閱。
(4) 如有關文本或備忘錄備存在有關公司的註冊辦事處以外的地點，該公司須將備存該文本或備忘
錄的地點，或任何對該地點的更改，通知處長。該公司須在該文本或備忘錄首次備存在該地點
後的15日內，或在該地點有所更改後的15日內(視屬何情況而定)，將上述通知交付處長登記，
該通知須符合指明格式。
(5) 如公司違反第(2)或(3)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款。
(6) 如公司違反第(4)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$300。
(7) 在本條中，提述某獲准許的彌償條文，包括對該條文的任何更改。
條： 472 成員查閱及要求文本的權利 L.N. 163 of 2013 03/03/2014
(1) 公司的成員一經以訂明方式提出要求，即有權按照根據第657條訂立的規例，免費查閱該公司根
據第471條備存的獲准許的彌償條文的文本或書面備忘錄。
(2) 有關公司的成員一經提出要求及繳付訂明費用，即有權按照根據第657條訂立的規例，獲提供有
關條文或備忘錄的文本。
(3) 在本條中—
訂明 (prescribed) 指由根據第657條訂立的規例訂明。 (4) 在本條中，提述某獲准許的彌償條文，包括對該條文的任何更改。
條： 473 涉及疏忽等的董事行為的追認 L.N. 163 of 2013 03/03/2014
(1) 本條適用於公司追認涉及關乎該公司的疏忽、失責、失職或違反信託的董事行為。
第 622 章 - 《公司條例》 184
(2) 有關公司追認有關行為的決定，只可藉該公司成員通過的決議作出。
(3) 如在會議上，有人建議通過上述決議，則符合以下任何說明的成員對該決議所投的每一贊成
票，均須不予理會—
(a) 該成員屬董事，而其行為是所尋求的追認的對象；
(b) 是與該董事有關連的實體；或
(c) 以信託方式，為該董事或該實體持有有關公司的任何股份。
(4) 第(3)款不阻止該款所指明的成員出席商議有關決定的會議，或在計算該會議的法定人數時被計
入內，或參與該會議的議事程序。
(5) 就本條而言—
(a) 行為 (conduct) 包括作為及不作為； (b) 董事 (director) 包括前董事； (c) 幕後董事須視為董事；及
(d) 提述與董事有關連的實體，具有第486 條給予的涵義。
(6) 本條並不影響—
(a) 有關公司的成員一致同意作出的決定的有效性；或
(b) 有關董事同意不提起訴的權力，亦不影響有關董事就他們代表有關公司提出的申索進行和
解或放棄該申索的權力。
(7) 本條並不影響—
(a) 對有效追認施加額外規定的任何其他條例或法律規則；或
(b) 關於不能被有關公司追認的作為的任何法律規則。
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公司秘書的委任及辭職 L.N. 163 of 2013 03/03/2014
條： 474 公司須有一名公司秘書 L.N. 163 of 2013 03/03/2014
(1) 公司須有一名公司秘書。
(2) 自公司成立為法團的日期起，在根據第67(1)條交付處長的法團成立表格內指名為公司秘書的
人，即擔任該公司的首任公司秘書。
(3) 如某商號的名稱根據附表2第5(1)(c)條於法團成立表格內指明，則所有在該表格的日期當日是
該商號的合夥人的人，即擔任有關公司首任聯名公司秘書。
(4) 公司的公司秘書—
(a) 如屬自然人，須通常居於香港；及
(b) 如屬法人團體，其註冊辦事處須設於香港，或須在香港設有營業地點。
(5) 在—
(a) 公司秘書職位懸空或因任何其他原因以致沒有公司秘書能夠行事的情況下，規定須由或獲
准由公司秘書作出的事情，可由任何助理公司秘書或副公司秘書作出，規定須向或獲准向
公司秘書作出的事情，可向任何助理公司秘書或副公司秘書作出；或
(b) 沒有助理公司秘書或副公司秘書能夠行事的情況下，規定須由或獲准由公司秘書作出的事
情，可由董事為此目的而一般地或特別地授權的有關公司的高級人員作出，規定須向或獲
准向公司秘書作出的事情，可向該人員作出。
第 622 章 - 《公司條例》 185
條： 475 何種情況下董事不可擔任公司秘書 L.N. 163 of 2013 03/03/2014
(1) 除第(2)及(3)款另有規定外，公司的董事可擔任該公司的公司秘書。
(2) 私人公司的董事如屬該公司唯一董事，則不得兼任該公司的公司秘書。
(3) 只有一名董事的私人公司的公司秘書，不可是一個亦以該董事為唯一董事的法人團體。
條： 476 規定公司委任公司秘書的指示 L.N. 163 of 2013 03/03/2014
(1) 處長如覺得公司違反第474(1)或(4)或475(2)或(3)條，可指示該公司委任一名公司秘書，以符
合該條的規定。
(2) 上述指示須指明—
(a) 有關公司看似違反的法例規定；
(b) 在第(3)款的規限下，該公司遵從該指示的限期；及
(c) 如沒有遵從該指示，即屬第(6)款所訂罪行。
(3) 上述限期不得少於有關指示的發出日期之後的一個月，亦不得超過該日期之後的3個月。
(4) 處長可在有關指示指明的限期結束前，藉書面通知，延長該限期。
(5) 有關公司須以符合以下說明的方式，遵從上述指示︰在該指示指明的限期結束前，或(如處長根
據第(4)款延長該限期)在延長的限期結束前，作出所需的委任。
(6) 如公司沒有遵從本條所指的指示，該公司及其每名責任人均屬犯罪，可各處第6級罰款，如有關
罪行是持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$2000。
條： 477 公司秘書的辭職 L.N. 163 of 2013 03/03/2014
(1) 公司的公司秘書可隨時辭去公司秘書職位，但如該公司的章程細則或與該公司訂立的任何協議
另有規定，則屬例外。
(2) 如公司的公司秘書辭職，該公司須將述明辭職一事的通知交付處長，而交付方式須為第652(2)
條所規定者。
(3) 儘管有第(2)款的規定，辭職的公司秘書如有合理理由相信有關公司將不會交付有關通知，須將
述明辭職一事的通知交付處長，該通知須符合指明格式的通知。
(4) 根據第(3)款的規定而交付的通知，須述明—
(a) 有關公司的章程細則或與該公司訂立的任何協議，有否規定辭職的公司秘書向該公司發出
辭職通知；及
(b) (如上述章程細則或協議規定發出該通知) 該通知是否已按照該規定發出。
(5) 如公司的章程細則或與該公司訂立的任何協議，規定發出關於該公司的公司秘書辭職的通知，
則除非該公司秘書—
(a) 按照該規定發出書面辭職通知；
(b) 將該通知留在該公司的註冊辦事處；或
(c) 將該通知的印本送交該公司，或將該通知的電子版發送予該公司，
否則該項辭職無效。
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關乎董事及公司秘書的雜項條文 L.N. 163 of 2013 03/03/2014
第 622 章 - 《公司條例》 186
條： 478 董事須因候補董事的作為而承擔法律責任等 L.N. 163 of 2013 03/03/2014
(1) 如某公司的章程細則授權一名董事委任一名候補董事代替他行事，則除非該章程細則載有任何
明訂或隱含的相反條文，否則—
(a) 獲如此委任的候補董事，須當為作出該委任的董事的代理人；及
(b) 委任候補董事的董事須為該候補董事在以候補董事的身分行事時所犯的任何侵權行為，承
擔法律責任。
(2) 第(1)(b)款並不影響候補董事為任何作為或不作為而承擔的個人法律責任。
條： 479 廢止以董事兼公司秘書雙重身分作出的作為 L.N. 163 of 2013 03/03/2014
(1) 任何條文如規定或授權由公司的董事及公司秘書作出某事情，或規定或授權向某公司的董事及
公司秘書作出某事情，則—
(a) 由身兼董事及公司秘書的人作出該事情，或向該人作出該事情；或
(b) 由身兼董事及代公司秘書的人作出該事情，或向該人作出該事情，
不屬遵守該條文。
(2) 本條適用於—
(a) 本條例或《公司( 清盤及雜項條文)條例》(第32章)的條文；及
(b) 公司章程細則的條文。
條： 480 關於未獲解除破產的破產人擔任董事的條文 L.N. 163 of 2013 03/03/2014
(1) 身為未獲解除破產的破產人的人，不得擔任任何公司的董事，或直接或間接參與或關涉任何公
司的管理，但如該人獲裁定他破產的原訟法庭許可，則屬例外。
(2) 任何人違反第(1)款，即屬犯罪—
(a) 一經循公訴程序定罪，可處罰款$700000及監禁2年；或
(b) 一經循簡易程序定罪，可處罰款$150000及監禁12個月。
(3) 除非擬申請原訟法庭許可的意向通知書已送達破產管理署署長，否則原訟法庭不得為本條的目
的給予許可。
(4) 破產管理署署長如認為批准第(3)款所指的申請有違公眾利益，則須出席該申請的聆訊，並且反
對批准該申請。
(5) 在第(1)款中—
公司 (company) 一詞具有《公司(清盤及雜項條文)條例》(第32章)第168C(1)條給予該詞的涵義。
條： 481 董事會議的紀錄 L.N. 163 of 2013 03/03/2014
(1) 公司須安排記錄董事會議所有議事程序的紀錄。
(2) 公司須備存第(1)款所指的紀錄最少10年，該期間自有關會議舉行的日期起計。
(3) 如公司違反第(1)或(2)款，該公司及其每名責任人均屬犯罪，可各處第5級罰款，如有關罪行是
持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$1000。
條： 482 作為證據的紀錄 L.N. 163 of 2013 03/03/2014
(1) 按照第481條記錄的會議紀錄，如看來是由有關會議的主席簽署，或看來是由下一次董事會議的
主席簽署，即為該有關會議議事程序的證據。
第 622 章 - 《公司條例》 187
(2) 如董事會議的議事程序已按照第481條記錄，則在相反證明成立之前—
(a) 該會議須視為已妥為舉行及召開；
(b) 該會議上的所有議事程序均須視為已妥為完成；及
(c) 所有在該會議上作出的委任均須視為有效。
(3) 第(2)(c)款受第456(3)及459(2)條規限。
條： 483 關於私人公司唯一董事的決定的書面紀錄 L.N. 163 of 2013 03/03/2014
(1) 如任何私人公司只有一名董事，而該董事作出任何符合以下說明的決定—
(a) 可由董事會議作出；並
(b) 具有猶如已在該會議上獲同意的效力，
則該董事須在作出該項決定後的7日內，向該公司提供一份該項決定的書面紀錄，但如該項決定
是以書面決議方式作出，則屬例外。
(2) 如董事按照第(1)款，向有關公司提供一份關於某決定的書面紀錄，則該紀錄即屬該董事已作出
該決定的充分證據。
(3) 公司須備存按照第(1)款向該公司提供的書面紀錄最少10年，該期間自有關決定作出的日期起
計。
(4) 任何董事違反第(1)款，即屬犯罪。
(5) 如公司違反第(3)款，該公司及其每名責任人均屬犯罪。
(6) 任何人犯第(4)款所訂罪行，可處第3級罰款。
(7) 任何人犯第(5)款所訂罪行，可處第5級罰款，如有關罪行是持續的罪行，則可就該罪行持續期
間的每一日，另處罰款$1000。
(8) 即使董事違反第(1)款的規定，亦不影響任何該款所述的決定的有效性。
部： 11 董事的公平處事 L.N. 163 of 2013 03/03/2014
(*格式變更─2013年第1號編輯修訂紀錄)
__________________________________________________________________________ 註：
* 第11部的格式已按現行法例樣式更新。
部：
分部：
11
1
導言 L.N. 163 of 2013 03/03/2014
條： 484 釋義 L.N. 163 of 2013 03/03/2014
(1) 在本分部中—
子女 (child) 包括繼子女、非婚生子女及以香港法律承認的任何方式領養的子女； 同居關係 (cohabitation relationship) 指作為情侶在親密關係下共同生活的兩名人士(不論同性
或異性)之間的關係；
董事 (director) 包括幕後董事。 (2) 在本分部中，提述未成年子女，即提述18歲以下的子女。
第 622 章 - 《公司條例》 188
條： 485 構成違反的情況 L.N. 163 of 2013 03/03/2014
在本部中，提述構成違反的情況，如屬一項若非因任何事實或情況便會因第2分部第3次分部而不會
被禁止的交易或安排，包括該事實或情況。
條： 486 有關連實體 L.N. 163 of 2013 03/03/2014
(1) 在本部中，提述與公司的董事或前董事有關連的實體，即提述—
(a) 該董事或前董事的家庭成員；
(b) 與該董事或前董事處於同居關係的人；
(c) 屬(b)段所指的人的未成年子女並且符合以下說明的人—
(i) 並非該董事或前董事的子女；及
(ii) 與該董事或前董事共同生活；
(d) 與該董事或前董事有聯繫的法人團體；
(e) 以指明信託(為僱員參股計劃或退休金計劃的目的而設的信託除外)的受託人身分行事的
人；或
(f) 以下述的人的合夥人身分行事的人—
(i) 該董事或前董事；
(ii) 該董事或前董事的配偶；
(iii) 該董事或前董事的未成年子女；或
(iv) 憑藉(e)段而屬與該董事或前董事有關連的實體的另一人。
(2) 就第(1)(e)款而言，符合以下說明的信託，即屬指明信託—
(a) 該信託的受益人包括—
(i) 有關董事或前董事；
(ii) 該董事或前董事的配偶；或
(iii) 該董事或前董事的未成年子女；或
(b) 該—
(i) 信託的條款賦予有關受託人一項可為以下的人的利益而行使的權力—
(A) 該董事或前董事；
(B) 該董事或前董事的配偶；或
(C) 該董事或前董事的未成年子女；而
(ii) 董事或前董事知悉該董事或前董事，或該配偶或子女屬該項權力的行使對象。
(3) 在本條中—
合夥人(partner)就另一人而言，指在《合夥條例》(第38章)所指的合夥中屬該人的合夥人的人； 僱員參股計劃(employee share scheme)指旨在鼓勵或利便由以下的人持有或為以下的人的利益而持
有公司股份的計劃—
(a) 正真誠地受僱於或曾真誠地受僱於該公司或與其同屬一個公司集團成員的另一公司的人；
或
(b) (a)段提述的人的配偶、遺孀、未亡夫或未成年子女。
條： 487 董事或前董事的家庭成員 L.N. 163 of 2013 03/03/2014
在本部中，提述某董事或前董事的家庭成員，即提述—
(a) 該董事或前董事的配偶；
(b) 該董事或前董事的子女；或
第 622 章 - 《公司條例》 189
(c) 該董事或前董事的父母。
條： 488 與法人團體有聯繫的董事或前董事 L.N. 163 of 2013 03/03/2014
(1) 就本部而言，如董事或前董事符合以下說明，即屬與法人團體有聯繫—
(a) 該董事或前董事，或其中一個或多於一個第(3)款指明的實體，或該董事或前董事連同其中
一個或多於一個該等實體，在該法人團體的任何成員大會上，有權行使多於30%表決權，或
有權控制多於30%表決權的行使；或
(b) 該法人團體的一眾董事或過半數董事慣於按照以下的人的指示或指令行事—
(i) 該董事或前董事；或
(ii) 與該董事或前董事有關連的實體。
(2) 在本條中，提述由某董事、前董事或第(3)款指明的實體控制行使的表決權，包括在有關情況
下，由另一法人團體控制行使的表決權；有關情況是指該董事或前董事，或其中一個或多於一
個該等指明實體，或該董事或前董事連同其中一個或多於一個該等指明實體，在該另一法人團
體的任何成員大會上，有權行使多於50%表決權，或有權控制多於50%表決權的行使。
(3) 為施行第(1)及(2)款而指明的實體為—
(a) 有關董事或前董事的配偶；
(b) 該董事或前董事的未成年子女；或
(c) 憑藉第486(1)(e)條而屬與該董事或前董事有關連的實體的人。
條： 489 公司受制於多於一項禁止 L.N. 163 of 2013 03/03/2014
(1) 如本部多於一項條文禁止某公司在未獲其成員或其控權公司的成員的批准(按每項條文指明)
前，作出某事情，該公司即被禁止在未獲所有該等批准前作出該事情。
(2) 第(1)款並不規定就施行每項有關條文而通過一項獨立決議。
條： 490 適用於交易或安排，而不論其管限法律為何 L.N. 163 of 2013 03/03/2014
為施行本部，管限交易或安排的法律(除本條例所訂定外)是否香港法律無關重要。
部：
分部：
11
2
貸款、類似貸款及信貸交易 L.N. 163 of 2013 03/03/2014
部：
分部：
次分部：
11
2
1
導言 L.N. 163 of 2013 03/03/2014
條： 491 釋義 L.N. 163 of 2013 03/03/2014
(1) 在本分部中—
土地 (land) 包括任何性質或種類的土地、建築物、宅院及物業單位的產業權或權益； 服務 (services) 指貨物或土地以外的任何東西； 指明公司 (specified company) 指—
(a) 公眾公司；或
第 622 章 - 《公司條例》 190
(b) 屬某公眾公司的附屬公司的私人公司或擔保有限公司；
董事 (director) 包括幕後董事； 擔保 (guarantee) 包括彌償。 (2) 就本分部而言，縱使某法人團體的附屬公司的一眾董事或過半數董事，慣於按照該團體的指示
或指令行事，該團體不會僅因此而視為其附屬公司的幕後董事。
條： 492 受董事控制的法人團體 L.N. 163 of 2013 03/03/2014
(1) 就本分部而言，如任何法人團體符合以下說明，即屬受某董事控制—
(a) 該董事在該法人團體的任何成員大會上，有權行使多於50%表決權，或有權控制多於50%表
決權的行使；或
(b) 該法人團體的一眾董事或過半數董事，慣於按照該董事的指示或指令行事。
(2) 在第(1)款中，提述由某董事控制行使的表決權，包括在有關情況下，由另一法人團體控制行使
的表決權；有關情況是指該董事在該另一法人團體的任何成員大會上，有權行使多於50%表決
權，或有權控制多於50%表決權的行使。
條： 493 類似貸款 L.N. 163 of 2013 03/03/2014
(1) 就本分部而言，某人(該人)如作出以下作為，即屬向某董事或與董事有關連的實體借出類似貸 款—
(a) 同意為該董事或實體支付某數額，或以並非依據協議方式，為該董事或實體支付某數額，
而—
(i) 同意或付款的條款，是該董事或實體(或代表該董事或實體的另一人)會向該人作出付
還；或
(ii) 同意或付款的情況，令該董事或實體負有法律責任向該人作出付還；或
(b) 同意為該董事或實體向另一人付還該另一人所招致的支出，或以並非依據協議方式，為該
董事或實體向另一人付還該另一人所招致的支出，而—
(i) 同意或付還的條款，是該董事或實體(或代表該董事或實體的另一人)會向該人作出付
還；或
(ii) 同意或付還的情況，令該董事或實體負有法律責任向該人作出付還。
(2) 就本分部而言，如某人向某董事或與董事有關連的實體借出類似貸款，則該董事或實體在該項
類似貸款下的法律責任，包括任何其他同意代表該董事或實體向該人作出付還的人的法律責
任。
條： 494 信貸交易 L.N. 163 of 2013 03/03/2014
(1) 就本分部而言，某人如作出以下作為，即屬以債權人身分為某董事或與董事有關連的實體訂立
信貸交易—
(a) 根據租購協議，提供貨物予該董事或實體；
(b) 根據有條件售賣協議，售賣貨物或土地予該董事或實體；
(c) 將貨物出租或租賃予或將土地出租予該董事或實體，以交換定期付款；或
(d) 基於下述理解而以其他方式提供貨物或服務予或將土地處置而轉予該董事或實體︰有關付
款(不論是整筆支付、分期支付、定期支付或以其他方式支付)是會延後的。
(2) 在本條中—
有條件售賣協議 (conditional sale agreement) 指符合以下說明的售賣貨物或土地的協議—
第 622 章 - 《公司條例》 191
(a) 根據該協議，該貨物或土地的買價或其部分，可藉分期付款方式支付；
(b) 根據該協議，賣方保留該貨物或土地的產權，直至該協議指明的關於分期付款的條件或其
他條件獲履行為止；及
(c) 根據該協議，儘管有該項產權保留，在該等條件獲履行之前，買方可管有該貨物或土地；
租購協議 (hire-purchase agreement) 指委託保管貨物的協議，而根據該協議，受寄人可購買該貨 物，或該貨物的產權將轉移予或可轉移予受寄人。
條： 495 有交易或安排為之訂立的人 L.N. 163 of 2013 03/03/2014
(1) 在本分部中，提述有交易為之訂立的董事、受董事控制的法人團體或與董事有關連的實體，即
提述—
(a) (如屬貸款或類似貸款，或關於貸款或類似貸款的擔保或保證)借入該項貸款或類似貸款的
董事、受控制的法人團體或有關連實體；或
(b) (如屬信貸交易，或關於信貸交易的擔保或保證)根據該項信貸交易屬貨物、土地或服務的
提供、出售、出租、租賃或以其他方式處置對象的董事或有關連實體。
(2) 就本分部而言，如有以下情況，安排即屬為董事、受董事控制的法人團體或與董事有關連的實
體訂立—
(a) (如屬第504(1)(a)或(2)(a)條所述的安排)某公司參與該項安排，而另一人根據該項安排，
與該董事、受控制的法人團體或有關連實體訂立交易；或
(b) (如屬第504(1)(b)或(2)(b)條所述的安排)某公司就另一人與該董事、受控制的法人團體或
有關連實體訂立的交易下的任何權利、義務或法律責任，訂立該項安排。
條： 496 成員的訂明批准 L.N. 163 of 2013 03/03/2014
(1) 在本分部中，提述訂立某項交易或安排的公司的成員或該公司的控權公司的成員的訂明批准，
即提述藉該等成員的符合以下說明的決議取得的批准—
(a) 在該項交易或安排訂立之前通過；及
(b) 第(2)款指明的規定就該項決議獲符合。
(2) 為施行第(1)(b)款而指明的規定是—
(a) (如屬書面決議)一份列出第(4)款指明的事項的備忘錄，在建議決議送交每名成員之時或之
前，已送交該成員；或
(b) (如屬成員大會上通過的決議)—
(i) 一份列出第(4)款指明的事項的備忘錄，連同召開該大會的通知書，已送交每名成員；
及
(ii) (如有關公司屬指明公司)在不理會第(5)款指明的成員對該項決議所投的每一贊成
票的情況下，該項決議仍獲通過。
(3) 除公司的章程細則的任何條文另有規定外，就斷定是否符合第(2)(a)或(b)(i)款指明的規定而
言，任何意外遺漏向成員送交備忘錄的情況，須不予理會。
(4) 為施行第(2)(a)及(b)(i)款而指明的事項—
(a) (如屬為第500、501或502條的目的而通過的決議)如下—
(i) 有待以該項決議批准的交易的性質；
(ii) 有關貸款或類似貸款的款額；
(iii) 該項貸款或類似貸款需作何用途；及
(iv) 有關公司在任何與該項貸款或類似貸款有關連的交易下的法律責任的範圍；
(b) (如屬為第503條的目的而通過的決議)如下—
第 622 章 - 《公司條例》 192
(i) 有待以該項決議批准的交易的性質；
(ii) 有關信貸交易的款額及價值；
(iii) 根據該項信貸交易提供、出售、出租、租賃或以其他方式處置的貨物、土地或服
務需作何用途；及
(iv) 有關公司在任何與該項信貸交易有關連的交易下的法律責任的範圍；或
(c) (如屬為第504條的目的而通過的決議)如下—
(i) 假使有關公司尋求批准有關安排所關乎的交易便會須披露的事項；
(ii) 有待以該項決議批准的安排的性質；及
(iii) 有關公司在該項安排下的法律責任的範圍。
(5) 為施行第(2)(b)(ii)款而指明的成員—
(a) (如屬為第500或501條的目的而通過的決議)是符合以下說明的成員—
(i) 屬身為有關貸款的建議借出對象或實際借出對象的受控制的法人團體；
(ii) 屬—
(A) 控制該法人團體的董事；或
(B) 身為有關貸款或類似貸款的建議借出對象或實際借出對象的董事；或
(iii) 以信託形式，為該受控制的法人團體或董事持有該公司任何股份；
(b) (如屬為第502條的目的而通過的決議) 是符合以下說明的成員—
(i) 屬獲有關貸款或類似貸款的建議借出對象或實際借出對象的有關連實體；
(ii) 屬與該實體有關連的董事；或
(iii) 以信託形式，為該有關連實體或董事持有該公司任何股份；
(c) (如屬為第503條的目的而通過的決議) 是符合以下說明的成員—
(i) 屬有關信貸交易已經或建議為之訂立的董事或有關連實體；
(ii) 屬與該實體有關連的董事；或
(iii) 以信託形式，為第(i)或(ii)節指明的董事或該有關連實體持有該公司任何股份；
或
(d) (如屬為第504條的目的而通過的決議)是符合以下說明的成員—
(i) 屬有關安排已經或建議為之訂立的受控制的法人團體或有關連實體；
(ii) 屬—
(A) 控制該法人團體的董事；
(B) 與該實體有關連的董事；或
(C) 有關安排已經或建議為之訂立的董事；或
(iii) 以信託形式，為該受控制的法人團體、有關連實體或董事持有該公司任何股份。
(6) 第(2)(b)(ii)款並不阻止第(5)款指明的成員出席任何考慮有關決定的會議，或被計入該會議的
法定人數，或參與該會議的程序。
(7) 在本條中，提述某項安排所關乎的交易—
(a) (如屬第504(1)(a)或(2)(a)條所述的安排)即提述根據該項安排與董事、受董事控制的法人
團體或與董事有關連的實體訂立的交易；或
(b) (如屬第504(1)(b)或(2)(b)條所述的關乎某項交易下的任何權利、義務或法律責任的安排)
即提述該項交易。
(8) 為施行第(1)(a)款，有關決議是在本分部的生效日期*之前、當日或之後通過，並不相干。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
第 622 章 - 《公司條例》 193
條： 497 交易或安排等的價值 L.N. 163 of 2013 03/03/2014
(1) 為施行本分部—
(a) 交易的價值須按照第(2)款斷定；及
(b) 任何其他相關交易或安排的價值，是將按照第(2)或(3)款斷定的交易或安排的價值，減去
該相關交易或安排為之而訂立的董事、受董事控制的法人團體或與董事有關連的實體已減
少的法律責任的款額。
(2) 就第(1)款而言—
(a) 貸款的價值，是其本金的款額；
(b) 類似貸款的價值，是借入該貸款的人負有法律責任向借出該貸款的人作出付還的款額或最
高款額；
(c) 信貸交易的價值，是假使該交易所關乎的貨物、土地或服務在通常業務運作中(在訂立交易
之時)提供，並按與已經或將會根據該項交易提供該等貨物、土地或服務相同的條款(除價
格外)提供時，便可合理預期能夠取得的價格；及
(d) 擔保或保證的價值，是擔保或保證的款額。
(3) 就第(1)(b)款而言—
(a) 第504(1)(a)或(2)(a)條所述的安排的價值，是根據該項安排與董事、受董事控制的法人團
體或與董事有關連的實體訂立的交易的價值；及
(b) 第504(1)(b)或(2)(b)條所述的關乎某項交易下的任何權利、義務或法律責任的安排的價
值，是該項交易的價值。
條： 498 風險承擔總額 L.N. 163 of 2013 03/03/2014
(1) 在第509及510條中—
風險承擔總額 (total exposure amount) 指— (a) (就並非指明公司的公司而言)第(2)款指明的款額的總額；或
(b) (就指明公司而言)第(3)款指明的款額的總額。
(2) 為施行第(1)款中的風險承擔總額的定義的(a)段而指明的款額為— (a) 有關的交易的款額；
(b) 在訂立該項交易時，該公司借予其董事或其控權公司的董事的，或借予受該等董事控制的
法人團體的每項貸款的未清償本金及利息或其他方面尚未清償的款額的總額(有關的交易及
任何獲第500條所述的訂明批准借出或憑藉第499、505、506、507、508、511或512條借出
的貸款除外)；
(c) (凡該公司在與任何人借予其董事或其控權公司的董事的，或借予受該等董事控制的法人團
體的任何貸款有關連的情況下，給予擔保及提供保證(有關的交易及任何獲第500條所述的
訂明批准而給予或提供或憑藉第499、505、506、507、508、511 或512 條給予或提供的擔
保或保證除外))該公司當時在每項該等擔保及保證下的最大法律責任的款額的總額；及
(d) (凡該公司訂立第(4)款指明的安排(任何獲第504條所述的訂明批准或憑藉第499條訂立的安
排除外))該公司當時已經或將會在每項該等安排下招致的淨額的總額。
(3) 為施行第(1) 款中的風險承擔總額的定義的(b)段而指明的款額為— (a) 有關的交易的款額；
(b) 在訂立該項交易時，該公司借予其董事或其控權公司的董事、受該等董事控制的法人團體
或與該等董事有關連的實體的每項貸款及類似貸款，以及該公司以債權人身分為其董事或
其控權公司的董事、受該等董事控制的法人團體或與該等董事有關連的實體訂立的每項信
貸交易的未清償本金及利息或其他方面尚未清償的款額的總額(有關的交易及任何獲第
第 622 章 - 《公司條例》 194
500、501、502或503條所述的訂明批准或憑藉第499、505、506、507、508、511或512條借
出或訂立的貸款、類似貸款或信貸交易除外)；
(c) (凡該公司在與任何人借予其董事或其控權公司的董事、受該等董事控制的法人團體或與該
等董事有關連的實體的任何貸款或類似貸款有關連的情況下，或在與任何人以債權人身分
為其董事或其控權公司的董事、受該等董事控制的法人團體或與該等董事有關連的實體訂
立的任何信貸交易有關連的情況下，給予擔保或提供保證(有關的交易及任何獲第500、
501、502或503條所述的訂明批准或憑藉第499、505、506、507、508、511或512條給予或
提供的擔保或保證除外))該公司當時在每項該等擔保及保證下的最大法律責任的款額的總
額；及
(d) (凡該公司訂立第(5)款指明的安排(任何獲第504條所述的訂明批准或憑藉第499 條訂立的
安排除外))該公司當時已經或將會在每項該等安排下招致的淨額的總額。
(4) 為施行第(2)(d)款而指明的安排是—
(a) 符合以下說明的安排—
(i) 根據該項安排，另一人向—
(A) 有關公司的董事或該公司的控權公司的董事；或
(B) 受該等董事控制的法人團體，
借出有問題貸款；而
(ii) 根據該項安排，該另一人已經或將會依據該項安排，從該公司或該公司的有聯繫
公司取得任何利益；或
(b) 將另一人借予—
(i) 該公司的董事或該公司的控權公司的董事的；或
(ii) 受該等董事控制的法人團體的，
有問題貸款下的任何權利、義務或法律責任轉讓予該公司的安排，或令該公司承擔該權
利、義務或法律責任的安排。
(5) 為施行第(3)(d)款而指明的安排是—
(a) 符合以下說明的安排—
(i) 根據該項安排，另一人向以下人士借出有問題貸款或類似貸款，或以債權人身分為以
下人士訂立有問題信貸交易—
(A) 有關公司的董事或該公司的控權公司的董事；
(B) 受該等董事控制的法人團體；或
(C) 與該等董事有關連的實體；而
(ii) 根據該項安排，該另一人已經或將會依據該項安排，從該公司或該公司的有聯繫
公司取得任何利益；或
(b) 將以下貸款、類似貸款或信貸交易下的任何權利、義務或法律責任轉讓予該公司的安排，
或令該公司承擔該權利、義務或法律責任的安排—
(i) 另一人向—
(A) 該公司的董事或該公司的控權公司的董事；
(B) 受該等董事控制的法人團體；或
(C) 與該等董事有關連的實體，
借出的有問題貸款或類似貸款；或
(ii) 另一人以債權人身分為—
(A) 該公司的董事或該公司的控權公司的董事；或
(B) 與該等董事有關連的實體，
訂立的有問題信貸交易。
第 622 章 - 《公司條例》 195
(6) 在本條中—
(a) 提述某人根據一項安排向有關公司的董事、受該等董事控制的法人團體或與該等董事有關
連的實體借出的有問題貸款或類似貸款，即提述假使是該公司在該項安排的日期借出的
話，便會已經被第500(1)、501(1)或502(1)條禁止的貸款或類似貸款(視屬何情況而定)，
或在沒有第509及510條的情況下便會已經被如此禁止的貸款或類似貸款(視屬何情況而
定)；
(b) 提述某人根據一項安排，以債權人身分為有關公司的董事或與該董事有關連的實體訂立的
有問題信貸交易，即提述假使是該公司在該項安排的日期訂立的話，便會已經被第503(1)
條禁止的信貸交易，或在沒有第509及510條的情況下便會已經被如此禁止的信貸交易；
(c) 提述某人根據一項安排向有關公司的控權公司的董事、受該等董事控制的法人團體或與該
等董事有關連的實體借出的有問題貸款或類似貸款，即提述假使是該公司在該項安排的日
期借出的話，便會已經被第500(2)、501(2)或502(2)條禁止的貸款或類似貸款(視屬何情況
而定)，或在沒有第509及510條的情況下便會已經被如此禁止的貸款或類似貸款(視屬何情
況而定)；及
(d) 提述某人根據一項安排，以債權人身分為有關公司的控權公司的董事或與該等董事有關連
的實體訂立的有問題信貸交易，即提述假使是該公司在該項安排的日期訂立的話，便會已
經被第503(2)條禁止的信貸交易，或在沒有第509及510條的情況下便會已經被如此禁止的
信貸交易。
條： 499 保留成員一致同意的效力 L.N. 163 of 2013 03/03/2014
(1) 如根據本分部的某條文，某公司未獲其成員的訂明批准，便不得訂立某項交易或安排，則該條
文並不禁止該項交易或安排獲該等成員在其訂立之前給予的一致同意而訂立。
(2) 如根據本分部的某條文，某公司可只獲其成員的訂明批准而訂立某項交易或安排，該條文並不
阻止該項交易或安排獲該等成員在其訂立之前給予的一致同意而訂立。
(3) 為施行第(1)或(2)款，有關一致同意是在本分部的生效日期*之前、當日或之後給予，並不相
干。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
部：
分部：
次分部：
11
2
2
禁止 L.N. 163 of 2013 03/03/2014
條： 500 公司不得向董事或受董事控制的法人團體借出貸款等 L.N. 163 of 2013 03/03/2014
(1) 任何公司未獲其成員的訂明批准，不得—
(a) 向—
(i) 該公司的董事；或
(ii) 受該等董事控制的法人團體，
借出貸款；或
(b) 在與任何人借予以下人士的貸款有關連的情況下，給予擔保或提供保證—
(i) 該公司的董事；或
第 622 章 - 《公司條例》 196
(ii) 受該等董事控制的法人團體。
(2) 任何公司未獲其成員的訂明批准及該公司的控權公司的成員的訂明批准，不得—
(a) 向—
(i) 該公司的控權公司的董事；或
(ii) 受該等董事控制的法人團體，
借出貸款；或
(b) 在與任何人借予以下人士的貸款有關連的情況下，給予擔保或提供保證—
(i) 該公司的控權公司的董事；或
(ii) 受該等董事控制的法人團體。
(3) 儘管有第(2)款的規定—
(a) 如某公司的控權公司是在香港以外地方成立為法團的，該公司可只獲其成員的訂明批准而
訂立有關交易；及
(b) 如某公司屬該控權公司的全資附屬公司，而該控權公司是在香港成立為法團的，該公司可
只獲該控權公司的成員的訂明批准而訂立有關交易。
條： 501 指明公司不得向董事借出類似貸款等 L.N. 163 of 2013 03/03/2014
(1) 任何指明公司未獲其成員的訂明批准，不得—
(a) 向該公司的董事借出類似貸款；或
(b) 在與任何人借予該等董事的類似貸款有關連的情況下，給予擔保或提供保證。
(2) 任何指明公司未獲其成員的訂明批准及該公司的控權公司的成員的訂明批准，不得—
(a) 向該控權公司的董事借出類似貸款；或
(b) 在與任何人借予該等董事的類似貸款有關連的情況下，給予擔保或提供保證。
(3) 儘管有第(2)款的規定—
(a) 如某指明公司的控權公司是在香港以外地方成立為法團的，該指明公司可只獲其成員的訂
明批准而訂立有關交易；及
(b) 如某指明公司屬該控權公司的全資附屬公司，而該控權公司是在香港成立為法團的，該指
明公司可只獲該控權公司的成員的訂明批准而訂立有關交易。
條： 502 指明公司不得向有關連實體借出貸款或類似貸款等 L.N. 163 of 2013 03/03/2014
(1) 任何指明公司未獲其成員的訂明批准，不得—
(a) 向與該公司的董事有關連的實體借出貸款或類似貸款；或
(b) 在與任何人借予與該等董事有關連的實體的貸款或類似貸款有關連的情況下，給予擔保或
提供保證。
(2) 任何指明公司未獲其成員的訂明批准及該公司的控權公司的成員的訂明批准，不得—
(a) 向與該控權公司的董事有關連的實體借出貸款或類似貸款；或
(b) 在與任何人借予與該等董事有關連的實體的貸款或類似貸款有關連的情況下，給予擔保或
提供保證。
(3) 儘管有第(2)款的規定—
(a) 如某指明公司的控權公司是在香港以外地方成立為法團的，該指明公司可只獲其成員的訂
明批准而訂立有關交易；及
(b) 如某指明公司是該控權公司的全資附屬公司，而該控權公司是在香港成立為法團的，該指
明公司可只獲該控權公司的成員的訂明批准而訂立有關交易。
第 622 章 - 《公司條例》 197
條： 503 指明公司不得以債權人身分為董事或有關連實體訂立信貸
交易等
L.N. 163 of 2013 03/03/2014
(1) 任何指明公司未獲其成員的訂明批准，不得—
(a) 以債權人身分為以下的人訂立信貸交易—
(i) 該公司的董事；或
(ii) 與該等董事有關連的實體；或
(b) 在與任何人以債權人身分為該等董事或與該等董事有關連的實體訂立的信貸交易有關連的
情況下，給予擔保或提供保證。
(2) 任何指明公司未獲其成員的訂明批准及該公司的控權公司的成員的訂明批准，不得—
(a) 以債權人身分—
(i) 為該控權公司的董事訂立信貸交易；或
(ii) 為與該等董事有關連的實體訂立信貸交易；或
(b) 在與任何人以債權人身分為該等董事或與該等董事有關連的實體訂立的信貸交易有關連的
情況下，給予擔保或提供保證。
(3) 儘管有第(2)款的規定—
(a) 如某指明公司的控權公司是在香港以外地方成立為法團的，該指明公司可只獲其成員的訂
明批准而訂立有關交易；及
(b) 如某指明公司屬該控權公司的全資附屬公司，而該控權公司是在香港成立為法團的，該指
明公司可只獲該控權公司的成員的訂明批准而訂立有關交易。
條： 504 公司不得參與本意是規避第500至503條的安排 L.N. 163 of 2013 03/03/2014
(1) 任何公司未獲其成員的訂明批准，不得—
(a) 參與符合以下說明的安排—
(i) 根據該項安排，另一人與該公司的董事、受該等董事控制的法人團體或與該等董事有
關連的實體訂立有問題交易；而
(ii) 根據該項安排，該另一人已經或將會依據該項安排，從該公司或該公司的有聯繫
公司取得任何利益；或
(b) 安排將另一人與—
(i) 該公司的董事；
(ii) 受該等董事控制的法人團體；或
(iii) 與該等董事有關連的實體，
訂立的有問題交易下的任何權利、義務或法律責任，轉讓予該公司，或令該公司承擔該權
利、義務或法律責任。
(2) 任何公司未獲其成員的訂明批准及該公司的控權公司的成員的訂明批准，不得—
(a) 參與符合以下說明的安排—
(i) 根據該項安排，另一人與該控權公司的董事、受該等董事控制的法人團體或與該等董
事有關連的實體訂立有問題交易；而
(ii) 根據該項安排，該另一人已經或將會依據該項安排，從該公司或該公司的有聯繫
公司取得任何利益；或
(b) 安排將另一人與—
(i) 該公司的控權公司的董事；
(ii) 受該等董事控制的法人團體；或
(iii) 與該等董事有關連的實體，
第 622 章 - 《公司條例》 198
訂立的有問題交易下的任何權利、義務或法律責任，轉讓予該公司，或令該公司承擔該權
利、義務或法律責任。
(3) 儘管有第(2)款的規定—
(a) 如某公司的控權公司是在香港以外地方成立為法團的，該公司可只獲其成員的訂明批准而
訂立有關安排；及
(b) 如某公司屬該控權公司的全資附屬公司，而該控權公司是在香港成立為法團的，該公司可
只獲該控權公司的成員的訂明批准而訂立有關安排。
(4) 在本條中—
(a) 提述某人根據一項安排為有關公司的董事、受該等董事控制的法人團體或與該等董事有關
連的實體訂立的有問題交易，即提述假使是該公司在該項安排的日期訂立的話，便會已經
被第500(1)、501(1)、502(1)或503(1)條禁止的交易，或在沒有第3次分部的情況下便會已
經被如此禁止的交易；及
(b) 提述某人根據一項安排為有關公司的控權公司的董事、受該等董事控制的法人團體或與該
等董事有關連的實體訂立的有問題交易，即提述假使是該公司在該項安排的日期訂立的
話，便會已經被第500(2)、501(2)、502(2)或503(2)條禁止的交易，或在沒有第3次分部的
情況下便會已經被如此禁止的交易。
部：
分部：
次分部：
11
2
3
第2次分部的例外情況 L.N. 163 of 2013 03/03/2014
條： 505 例外情況：價值不超過淨資產或已催繳股本5%的貸款、 類似貸款及信貸交易
L.N. 163 of 2013 03/03/2014
(1) 如有關的交易的價值及任何其他相關交易或安排的價值的總額不超過以下款額的5%，則第500、
501、502或503條並不禁止公司借出貸款或類似貸款、訂立信貸交易，或在與貸款、類似貸款或
信貸交易有關連的情況下，給予擔保或提供保證—
(a) 參照該公司的有關財務報表而釐定的該公司的淨資產的價值；或
(b) (如沒有擬備有關財務報表)該公司的已催繳股本的款額。
(2) 在本條中，提述某公司的有關財務報表—
(a) 即提述根據第9部擬備的並在最近期根據第430條送交該公司成員的該公司的周年財務報表
或周年綜合財務報表；或
(b) (如自第430條的生效日期*起無送交周年財務報表或周年綜合財務報表)即提述根據《前身
條例》第122條擬備的並在最近期根據該條例第129G條送交該公司成員的公司賬目。
(3) 某項交易或安排如符合以下說明，即屬第(1)款所指的相關交易或安排—
(a) 在有關的交易訂立之前訂立，或與有關的交易同時訂立；及
(b) 是—
(i) (凡有關的交易是為有關公司的董事、受該等董事控制的法人團體或與該等董事有關連
的實體訂立的)由該公司或該公司的附屬公司在獲第(1)款准許下，為該董事、受控制
的法人團體或有關連實體訂立；或
(ii) (凡有關的交易是為有關公司的控權公司的董事、受該等董事控制的法人團體或與
該等董事有關連的實體訂立的)由該控權公司或其附屬公司在獲第(1)款准許下，為該
董事、受控制的法人團體或有關連實體訂立。
(4) 儘管有第(3)款的規定，某項交易或安排如符合以下說明，即不屬第(1)款所指的相關交易或安
第 622 章 - 《公司條例》 199
排—
(a) 由某法人團體訂立，而在訂立時，該法人團體—
(i) 是訂立有關的交易的公司(該公司)的附屬公司；或 (ii) 是該公司的控權公司的附屬公司；及
(b) 在有關的交易是否屬第(1)款所指的交易此一問題產生時，該法人團體已不再是上述的附屬
公司。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 506 例外情況：公司業務支出 L.N. 163 of 2013 03/03/2014
(1) 第500、501、502或503條並不禁止公司訂立任何交易，以向—
(a) 該公司的董事或該公司的控權公司的董事；
(b) 受該等董事控制的法人團體；或
(c) 與該等董事有關連的實體，
提供資金，以支付第(2)款指明的支出，或避免招致該等支出。
(2) 上述支出是有關董事、受控制的法人團體或有關連實體(視屬何情況而定)—
(a) 為有關公司的目的而招致的支出，或將會為該目的而招致的支出；或
(b) 為使該董事、受控制的法人團體或有關連實體(視屬何情況而定)能作為該公司的高級人員
妥善地履行職責的目的而招致的支出，或將會為該目的而招致的支出。
條： 507 例外情況：在法律程序中辯護等的支出 L.N. 163 of 2013 03/03/2014
(1) 如第(2)款指明的條件獲符合，第500、501、502或503條並不禁止公司為以下目的訂立任何交易
—
(a) 向該公司的董事或該公司的控權公司的董事提供資金，以支付該等董事在以下情況下招致
或將會在以下情況下招致的支出—
(i) 在與該等董事被指稱作出的關乎該公司或該公司的有聯繫公司的疏忽、失責、失職或
違反信託行為有關連的情況下進行的刑事或民事法律程序中，進行抗辯；或
(ii) 在與根據《前身條例》第358條或本條例第903或904條提出的寬免申請有關連的情
況下；或
(b) 使該等董事能避免招致該等支出。
(2) 有關條件是有關的交易按照以下條款訂立—
(a) 在以下情況下，有關資金須予償還，或有關公司就該項交易而招致的任何法律責任須予履
行—
(i) 有關董事在有關法律程序中被定罪；
(ii) 有關董事在有關法律程序中被判敗訴；或
(iii) 法院拒絕應申請而向有關董事批予濟助；及
(b) 須於該項定罪、判決或拒絕成為終局定罪、判決或拒絕的日期或之前，如此償還該資金或
履行該法律責任。
(3) 為施行第(2)款—
(a) 如無人就定罪、判決或拒絕提出上訴，該項定罪、判決或拒絕在提出上訴的限期結束之
時，成為終局定罪、判決或拒絕；或
(b) 如有人就定罪、判決或拒絕提出上訴，該項定罪、判決或拒絕在上訴或任何進一步上訴獲
第 622 章 - 《公司條例》 200
了結之時，成為終局定罪、判決或拒絕。
(4) 為施行第(3)(b)款，如有以下情況，上訴即屬獲了結—
(a) 上訴已獲得裁定，而提出任何進一步上訴的限期已結束；或
(b) 上訴已被放棄，或在其他情況下終止有效。
條： 508 例外情況：在與調查或規管行動有關連的情況下招致的支
出
L.N. 163 of 2013 03/03/2014
(1) 如第(2)款指明的條件獲符合，第500、501、502或503條並不禁止公司為以下目的訂立任何交易
—
(a) 向該公司的董事或該公司的控權公司的董事提供資金，以支付該董事於以下調查或行動中
作出抗辯而招致或將會為作出抗辯而招致的支出：規管機構在與該董事被指稱作出的關乎
該公司或該公司的有聯繫公司的任何不當行為有關連的情況下進行的調查，或已採取或擬
採取的行動中；或
(b) 使該等董事能避免招致該等支出。
(2) 有關條件是有關的交易按照以下條款訂立—
(a) 如有關董事在有關調查或行動中，被裁定有作出有關不當行為，則有關資金須予償還，或
有關公司就該項交易而招致的任何法律責任須予履行；及
(b) 須於有關裁定成為終局裁定的日期或之前，如此償還該資金或履行該法律責任。
(3) 為施行第(2)款—
(a) 如—
(i) 無人就可予覆核的裁定提出覆核申請，該項裁定在提出覆核申請的限期結束之時，成
為終局裁定；或
(ii) 有人就可予覆核的裁定提出覆核申請，該項裁定在覆核或任何進一步覆核獲了結
之時，成為終局裁定；
(b) 如—
(i) 無人就可予上訴的裁定提出上訴，該項裁定在提出上訴的限期結束之時，成為終局裁
定；或
(ii) 有人就可予上訴的裁定提出上訴，該項裁定在上訴或任何進一步上訴獲了結之
時，成為終局裁定；及
(c) 不可覆核或不可上訴的裁定在作出之時，即成為終局裁定。
(4) 為施行第(3)(a)(ii)或(b)(ii)款，如有以下情況，覆核或上訴即屬獲了結—
(a) 覆核或上訴已獲裁定，而提出任何進一步覆核或上訴的限期已結束；或
(b) 覆核或上訴已被放棄，或在其他情況下終止有效。
(5) 在本條中—
不當行為 (misconduct) 指疏忽、失責、失職或違反信託行為。
條： 509 例外情況：居所貸款 L.N. 163 of 2013 03/03/2014
(1) 如第(2)款指明的條件獲符合，第500、501、502或503條並不禁止公司訂立任何交易—
(a) 藉以利便購買任何住用處所，用作以下的人的唯一或主要住所—
(i) 該公司的董事；
(ii) 該公司的僱員，而該僱員是該公司的控權公司的董事；或
(iii) 該公司的僱員，而該僱員是與該公司的或其控權公司的董事有關連的實體；
(b) 藉以改善任何作如此用途的住用處所；或
第 622 章 - 《公司條例》 201
(c) 代替任何其他人為(a)或(b)段指明的用途而訂立的任何交易。
(2) 有關條件是—
(a) 在有關的交易訂立之時，有關風險承擔總額不超過以下款額的10%—
(i) 參照有關公司的有關財務報表而釐定的該公司的淨資產的價值；或
(ii) (如沒有擬備有關財務報表)該公司的已催繳股本的款額；
(b) 該公司通常訂立作第(3)款指明的用途的交易的條款，不遜於訂立有關交易所按的條款；
(c) 該住用處所的估值報告，是由一名具有專業資格並受專業團體紀律約束的估值測量師，在
訂立有關的交易的日期之前的3個月內作出和簽署；及
(d) 有關的交易是以包括有關住用處所的土地的法律按揭作為保證。
(3) 為施行第(2)(b)款而指明的用途是—
(a) 利便購買任何住用處所，用作該公司的僱員的唯一或主要住所；
(b) 改善任何作如此用途的住用處所；或
(c) 代替任何其他人為(a)或(b)段指明的用途而訂立的任何交易。
(4) 在本條中—
住用處所 (residential premises) 指任何住用處所連同任何與該處所一併佔用或享用的土地。 (5) 在本條中，提述某公司的有關財務報表—
(a) 即提述根據第9部擬備的並在最近期根據第430條送交該公司成員的該公司的周年財務報表
或周年綜合財務報表；或
(b) (如自第430條的生效日期*起無送交周年財務報表或周年綜合財務報表)即提述根據《前身
條例》第122條擬備的並在最近期根據該條例第129G條送交該公司成員的公司賬目。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 510 例外情況：將貨物及土地出租等 L.N. 163 of 2013 03/03/2014
(1) 如第(2)款指明的條件獲符合，則第500、501、502或503條並不禁止公司將貨物出租或租賃予或
將土地出租予—
(a) 該公司的董事或該公司的控權公司的董事；
(b) 受該等董事控制的法人團體；或
(c) 與該等董事有關連的實體。
(2) 有關條件是—
(a) 在有關的交易訂立之時，有關風險承擔總額不超過以下款額的10%—
(i) 參照有關公司的有關財務報表而釐定的該公司的淨資產的價值；或
(ii) (如沒有擬備有關財務報表)該公司的已催繳股本的款額；及
(b) 將假使在公開市場將該貨物出租或租賃予或將該土地出租予與該公司沒有關連的人時可合
理預期該公司會提出的條款，與有關的交易的條款相比，後者並非較為優惠。
(3) 在本條中，提述某公司的有關財務報表—
(a) 即提述根據第9部擬備的並在最近期根據第430條送交該公司成員的該公司的周年財務報表
或周年綜合財務報表；或
(b) (如自第430條的生效日期*起無送交周年財務報表或周年綜合財務報表)即提述根據《前身
條例》第122條擬備的並在最近期根據該條例第129G條送交該公司成員的公司賬目。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
第 622 章 - 《公司條例》 202
條： 511 例外情況：在通常業務運作中訂立的交易 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，第500、501或502條並不禁止公司借出貸款或類似貸款，或在與貸款或類似貸款
有關連的情況下，給予擔保或提供保證—
(a) 該公司的通常業務包括借出貸款或類似貸款，或在與貸款或類似貸款有關連的情況下，給
予擔保或提供保證(視屬何情況而定)；
(b) 該項貸款、類似貸款、擔保或保證由該公司在其通常業務運作中借出、給予或提供；及
(c) 該項貸款、類似貸款、擔保或保證的款額，並不大於可合理預期該公司會向另一名財務狀
況相同但與該公司沒有關連的人提供的款額，而將可合理預期該公司會向該另一人提出的
條款，與該項貸款、類似貸款、擔保或保證的條款相比，後者並非較為優惠。
(2) 如有以下情況，第503條並不禁止公司訂立信貸交易，或在與信貸交易有關連的情況下，給予擔
保或提供保證—
(a) 該公司的通常業務包括訂立信貸交易，或在與信貸交易有關連的情況下，給予擔保或提供
保證(視屬何情況而定)；
(b) 該項信貸交易、擔保或保證由該公司在其通常業務運作中訂立、給予或提供；及
(c) 該項信貸交易、擔保或保證的款額，並不大於可合理預期該公司會向另一名財務狀況相同
但與該公司沒有關連的人提供的款額，而將可合理預期該公司會向該另一人提出的條款，
與該項信貸交易、擔保或保證的條款相比，後者並非較為優惠。
條： 512 例外情況：集團內部交易 L.N. 163 of 2013 03/03/2014
如公司屬某公司集團成員，第500、501、502或503條並不禁止該公司—
(a) 向屬該集團成員的法人團體借出貸款或類似貸款，或以債權人身分，為該法人團體訂立信
貸交易；或
(b) 在與以下貸款、類似貸款或信貸交易有關連的情況下，給予擔保或提供保證—
(i) 任何人借予該法人團體的貸款或類似貸款；或
(ii) 任何人以債權人身分為該法人團體訂立的信貸交易。
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違反的後果 L.N. 163 of 2013 03/03/2014
條： 513 違反的民事後果 L.N. 163 of 2013 03/03/2014
(1) 如某公司在違反第500、501、502或503條的情況下訂立交易，或在違反第504條的情況下訂立安
排，則除非有以下情況，否則有關交易或安排可由該公司提出要求而致使無效—
(a) 復還屬該項交易或安排的標的物的任何款項或其他資產，已不再可能；
(b) 該公司已就該項交易或安排所導致的損失或損害，獲得彌償；或
(c) 由某人(並非為之訂立該項交易或安排的董事、受控制的法人團體或有關連實體者)在不實
際知悉有關違反的情況下真誠地並付出價值而取得的權利，會因該項交易或安排被致無效
而受影響。
(2) 不論有關交易或安排是否已被致無效，每名第(3)款指明的人均負有法律責任—
(a) 就該人藉該項交易或安排而直接或間接獲得的收益，向有關公司作出交代；及
第 622 章 - 《公司條例》 203
(b) 與任何其他須根據本條如此負有法律責任的人，共同及各別就該項交易或安排所導致的任
何損失或損害，向該公司作出彌償。
(3) 有關的人是—
(a) 有關公司為之訂立有關交易或安排的、該公司的董事或該公司的控權公司的董事；
(b) 該公司為之訂立該項交易或安排的、受該等董事控制的法人團體或與該等董事有關連的實
體；
(c) 控制該等法人團體的該公司的董事，或與該等實體有關連的該公司的董事；
(d) 控制該等法人團體的該公司的控權公司的董事，或與該等實體有關連的該公司的控權公司
的董事；及
(e) 該公司的任何其他授權該項交易或安排的董事。
(4) 儘管有第(2)款的規定—
(a) 如第(3)(b)款指明的受控制的法人團體或有關連實體確立在訂立有關交易或安排時，該法
人團體或實體並不知悉構成有關違反的情況，則該法人團體或實體無須負法律責任；
(b) 如第(3)(c)或(d)款指明的董事確立該董事已採取一切合理步驟，以確使有關公司遵守第
500、502、503或504條(視屬何情況而定)，則該董事無須負法律責任；及
(c) 如第(3)(e)款指明的董事確立在訂立有關交易或安排時，該董事並不知悉構成有關違反的
情況，則該董事無須負法律責任。
(5) 凡有關交易或安排憑藉任何其他條例或法律規則而可被質疑，或由有關公司所負的法律責任可
憑藉任何其他條例或法律規則而產生，則本條並不排除該等條例或法律規則的實施。
條： 514 確認構成違反的交易或安排 L.N. 163 of 2013 03/03/2014
(1) 儘管有第513條的規定，如某項交易或安排在其訂立之後的一段合理期間內獲確認，該項交易或
安排再不可根據該條而被致無效。
(2) 如某項交易或安排因未獲有關公司的成員的訂明批准訂立，而違反第2次分部，該項交易或安排
的確認，須藉該公司的成員的決議取得。
(3) 如某項交易或安排因未獲有關控權公司的成員的訂明批准訂立，而違反第2次分部，該項交易或
安排的確認，須藉該控權公司的成員的決議取得。
(4) 如某項交易或安排因未獲有關公司的成員的訂明批准及有關控權公司的成員的訂明批准訂立，
而違反第2次分部，該項交易或安排的確認，須藉以下方式取得—
(a) 該公司的成員的決議；及
(b) 該控權公司的成員的決議。
(5) 如某公司或控權公司確認某項交易或安排的決定，藉該公司或該控權公司的成員的一致同意作
出，則第(2)、(3)及(4)款並不影響該決定的有效性。
條： 515 第514條的補充條文 L.N. 163 of 2013 03/03/2014
(1) 就根據第514條通過的任何公司的成員的決議而言，以下規定須獲符合—
(a) (如屬書面決議)一份列出第(3)款指明的事項的備忘錄，在建議決議送交每名成員之時或之
前，已送交該成員；或
(b) (如屬成員大會上通過的決議)—
(i) 一份列出第(3)款指明的事項的備忘錄，連同召開該大會的通知書，已送交每名成員；
及
(ii) (如有關公司屬指明公司) 在不理會第(4)款指明的成員對該項決議所投的每一贊
成票的情況下，該項決議仍獲通過。
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(2) 除公司的章程細則的任何條文另有規定外，就斷定是否符合第(1)(a)或(b)(i)款指明的規定而
言，任何意外遺漏向成員送交備忘錄的情況，須不予理會。
(3) 為施行第(1)(a)及(b)(i)款而指明的事項—
(a) (如屬須為違反第500、501或502條而通過的決議)如下—
(i) 有待以該項決議確認的交易的性質；
(ii) 有關貸款或類似貸款的款額；
(iii) 該項貸款或類似貸款需作何用途；及
(iv) 有關公司在任何與該項貸款或類似貸款有關連的交易下的法律責任的範圍；
(b) (如屬須為違反第503條而通過的決議)如下—
(i) 有待以該項決議確認的交易的性質；
(ii) 有關信貸交易的款額及價值；
(iii) 根據該項信貸交易提供、出售、出租、租賃或以其他方式處置的貨物、土地或服
務需作何用途；及
(iv) 有關公司在任何與該項信貸交易有關連的交易下的法律責任的範圍；或
(c) (如屬須為違反第504條而通過的決議)如下—
(i) 假使有關公司尋求確認關乎有關安排的交易便會須披露的事項；
(ii) 有待以該項決議確認的安排的性質；及
(iii) 有關公司在該項安排下的法律責任的範圍。
(4) 為施行第(1)(b)(ii)款而指明的成員—
(a) (如屬須為違反第500或501條而通過的決議)是符合以下說明的成員—
(i) 屬有關貸款的建議借出對象或實際借出對象的受控制的法人團體；
(ii) 屬—
(A) 控制該法人團體的董事；或
(B) 有關貸款或類似貸款的建議借出對象或實際借出對象的董事；
(iii) 屬授權借出該項貸款或類似貸款的該公司的任何其他董事；或
(iv) 以信託形式，為第(ii)或(iii)節指明的董事或該受控制的法人團體持有該公司任
何股份；
(b) (如屬須為違反第502條而通過的決議)是符合以下說明的成員—
(i) 屬獲有關貸款或類似貸款的建議借出對象或實際借出對象的有關連實體；
(ii) 屬與該實體有關連的董事；
(iii) 屬授權借出該項貸款或類似貸款的該公司的任何其他董事；或
(iv) 以信託形式，為第(ii)或(iii)節指明的董事或該有關連實體持有該公司任何股
份；
(c) (如屬須為違反第503條而通過的決議)是符合以下說明的成員—
(i) 屬有關信貸交易已經或建議為之訂立的董事或有關連實體；
(ii) 屬與該實體有關連的董事；
(iii) 屬授權訂立該項信貸交易的該公司的任何其他董事；或
(iv) 以信託形式，為第(i)、(ii)或(iii)節指明的董事或該有關連實體持有該公司任
何股份；或
(d) (如屬須為違反第504條而通過的決議)是符合以下說明的成員—
(i) 屬有關安排已經或建議為之訂立的受控制的法人團體或有關連實體；
(ii) 屬—
(A) 控制該法人團體的董事；
(B) 與該實體有關連的董事；或
第 622 章 - 《公司條例》 205
(C) 有關安排已經或建議為之訂立的董事；
(iii) 屬授權參與該項安排的該公司的任何其他董事；或
(iv) 以信託形式，為第(ii)或(iii)節指明的董事、該受控制的法人團體或該有關連實
體持有該公司任何股份。
(5) 第(1)(b)(ii)款並不阻止第(4)款指明的成員出席任何考慮有關決定的會議，或被計入該會議的
法定人數，或參與該會議的程序。
(6) 在本條中，提述某項安排所關乎的交易—
(a) (如屬第504(1)(a)或(2)(a)條所述的安排)即提述根據該項安排與董事、受董事控制的法人
團體或與董事有關連的實體訂立的交易；或
(b) (如屬第504(1)(b)或(2)(b)條所述的關乎某項交易下的任何權利、義務或法律責任的安排)
即提述該項交易。
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失去職位的付款 L.N. 163 of 2013 03/03/2014
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導言 L.N. 163 of 2013 03/03/2014
條： 516 釋義 L.N. 163 of 2013 03/03/2014
(1) 在本分部中—
收購要約 (takeover offer) 指第689條所界定的收購要約； 受影響成員 (affected member) 指—
(a) 收購要約的目標股份的持有人；或
(b) 與收購要約的目標股份屬相同類別的股份的持有人；
董事 (director) 包括幕後董事。 (2) 在本分部中—
(a) 提述付款、賠償或代價，包括非現金利益；及
(b) 提述失去董事職位，不包括某人失去作為幕後董事的地位。
(3) 在第517條及第2及3次分部中，提述向董事或前董事作出的付款，包括—
(a) 向與該董事或前董事有關連的實體作出的付款；及
(b) 應以下的人的指示或為以下的人的利益而向某人作出的付款—
(i) 該董事或前董事；或
(ii) 與該董事或前董事有關連的實體。
(4) 在第517條及第2及3次分部中，提述由某人作出的付款，包括由另一人應該人的指示或代表該人
作出的付款。
(5) 就本分部而言，縱使某法人團體的附屬公司的一眾董事或過半數董事，慣於按照該團體的指示
或指令行事，該團體不會僅因此而視為其附屬公司的幕後董事。
條： 517 就失去職位而作出的付款 L.N. 163 of 2013 03/03/2014
(1) 在本分部中，提述就失去職位而向公司的董事或前董事作出的付款，即提述—
(a) 作為失去該公司董事職位的補償，向該董事或前董事作出的付款；
第 622 章 - 《公司條例》 206
(b) 於該董事或前董事出任該公司董事期間，或在與其停任該公司董事有關連的情況下—
(i) 作為失去關於管理該公司事務的任何其他職位或受僱工作的補償，向該董事或前董事
作出的付款；或
(ii) 作為失去關於管理該公司任何附屬企業的事務的任何職位(董事或其他職位)或受
僱工作的補償，向該董事或前董事作出的付款；
(c) 作為該董事或前董事卸任該公司董事職位的代價，或在與其卸任該職位給予的代價有關連
的情況下，向該董事或前董事作出的付款；或
(d) 於該董事或前董事出任該公司董事期間，或在與其停任該公司董事有關連的情況下—
(i) 作為卸任關於管理該公司事務的任何其他職位或受僱工作的代價，或作為關於該項卸
任的代價，向該董事或前董事作出的付款；或
(ii) 作為卸任關於管理該公司任何附屬企業的事務的任何職位(董事或其他職位)或受
僱工作的代價，或作為關於該項卸任的代價，向該董事或前董事作出的付款。
(2) 如在與第522或523條所述的轉讓有關連的情況下—
(a) 就有關公司任何股份而向第(3)款指明的該公司董事或前董事支付的價格，超逾其他持有同
類股份的人當時能取得的價格；或
(b) 由有關公司以外的人，向第(3)款指明的該公司董事或前董事給予任何有值代價，
則就第522及523條而言，上述超逾之數或(視屬何情況而定)該項代價的金錢價值，須視為就失
去職位而作出的付款。
(3) 有關公司的董事或前董事是—
(a) 屬將會或已經在與該項轉讓有關連的情況下不再擔任職位的董事或前董事者；或
(b) 屬將會或已經在與該項轉讓有關連的情況下不再擔任以下其中一項職位者—
(i) 關於管理該公司的事務的任何其他職位或受僱工作；
(ii) 關於管理該公司附屬企業的事務的任何職位(董事或其他職位)或受僱工作。
(4) 第(1)(a)及(b)款適用於在本分部的生效日期*當日或之後失去職位。
(5) 第(1)(c)及(d)款適用於在本分部的生效日期*當日或之後卸任。
(6) 為施行第(4)及(5)款，失去職位或卸任在以下時間發生—
(a) (如屬董事席位)有關的人不再是董事時；
(b) (如屬任何其他職位)有關的人不再擔任該職位時；或
(c) (如屬受僱工作)有關受僱工作終結時。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 518 成員或受影響成員的訂明批准 L.N. 163 of 2013 03/03/2014
(1) 在本分部中，提述某公司的成員或受影響成員的訂明批准，即提述藉該等成員或受影響成員的
符合以下說明的決議取得的批准—
(a) 在就失去職位作出付款之前通過；及
(b) 第(2)款指明的規定就該項決議獲符合。
(2) 為施行第(1)(b)款而指明的規定是—
(a) (如屬書面決議) 一份列出付款的詳情的備忘錄，在建議決議送交每名成員或受影響成員
(視屬何情況而定)之時或之前，已送交該成員或受影響成員；或
(b) (如屬成員大會上通過的決議)—
(i) 一份列出付款的詳情的備忘錄，連同召開該大會的通知書，已送交每名成員或受影響
成員(視屬何情況而定)；及
第 622 章 - 《公司條例》 207
(ii) (如有關公司屬公眾公司)在不理會第(4)或(5)款指明的成員或受影響成員( 視屬
何情況而定)對該項決議所投的每一贊成票的情況下，該項決議仍獲通過。
(3) 除公司的章程細則的任何條文另有規定外，就斷定是否符合第(2)(a) 或(b)(i) 款指明的規定
而言，任何意外遺漏向成員或受影響成員( 視屬何情況而定) 送交備忘錄的情況，須不予理
會。
(4) 如屬為第521或522條的目的而通過的決議，則為施行第(2)(b)(ii)款而指明的成員是符合以下
說明的成員—
(a) 屬建議就失去職位獲得付款的董事或前董事；
(b) 屬就失去職位而作出的付款的建議收款人而非(a)段指明的董事或前董事；或
(c) 以信託形式，為該董事、前董事或收款人持有該公司任何股份。
(5) 如屬為第523條的目的而通過的決議，則為施行第(2)(b)(ii)款而指明的受影響成員是符合以下
說明的成員—
(a) 屬建議就失去職位獲得付款的董事或前董事；
(b) 屬就失去職位而作出的付款的建議收款人而非(a)段指明的董事或前董事；
(c) 作出有關收購要約；
(d) 屬作出有關收購要約的人的有聯繫者；或
(e) 以信託形式，為以下的人持有該公司任何股份—
(i) 該董事、前董事或收款人；
(ii) 作出(c)段指明的收購要約的人；或
(iii) 有關的有聯繫者。
(6) 第(2)(b)(ii)款並不阻止第(4)或(5)款指明的成員或受影響成員(視屬何情況而定)出席任何考
慮有關決定的會議，或被計入該會議的法定人數，或參與該會議的程序。
(7) 在本條中—
有聯繫者 (associate) 就作出收購要約的人而言，指第667條所界定的該人的有聯繫者。 (8) 為施行第(1)(a)款，有關決議是在本分部的生效日期*之前、當日或之後通過，並不相干。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 519 保留成員或受影響成員一致同意的效力 L.N. 163 of 2013 03/03/2014
(1) 如根據本分部的某條文，某公司未獲其成員或受影響成員的訂明批准，便不得訂立某項交易，
則該條文並不禁止該項交易獲該等成員或受影響成員在其訂立之前給予的一致同意而訂立。
(2) 如根據本分部的某條文，某公司可只獲其成員或受影響成員的訂明批准而訂立某項交易，該條
文並不阻止該項交易獲該等成員或受影響成員在其訂立之前給予的一致同意而訂立。
(3) 為施行第(1)或(2)款，有關一致同意是在本分部的生效日期*之前、當日或之後給予，並不相
干。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 520 本分部不影響其他條例或法律的施行 L.N. 163 of 2013 03/03/2014
本分部不影響任何其他規定披露關於以下事項的條例或法律規則的施行—
(a) 任何第521、522或523條所述的就失去職位作出的付款；或
第 622 章 - 《公司條例》 208
(b) 任何其他已經或將會向某公司的董事或前董事作出的同類付款。
部：
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次分部：
11
3
2
禁止 L.N. 163 of 2013 03/03/2014
條： 521 公司不得就失去職位向董事或前董事作出付款 L.N. 163 of 2013 03/03/2014
(1) 任何公司未獲其成員的訂明批准，不得就失去職位而向其董事或前董事作出付款。
(2) 任何公司未獲其成員的訂明批准及該公司的控權公司的成員的訂明批准，不得就失去職位而向
其控權公司的董事或前董事作出付款。
(3) 儘管有第(2)款的規定—
(a) 如某公司的控權公司是在香港以外地方成立為法團的，該公司可只獲其成員的訂明批准而
訂立有關交易；及
(b) 如某公司屬該控權公司的全資附屬公司，而該控權公司是在香港成立為法團的，該公司可
只獲該控權公司的成員的訂明批准而訂立有關交易。
條： 522 任何人不得在與轉讓公司業務或財產有關連的情況下，就
失去職位而向董事或前董事作出付款
L.N. 163 of 2013 03/03/2014
(1) 任何人未獲公司成員的訂明批准，不得在與轉讓該公司的業務或財產的全部或任何部分有關連
的情況下，就失去職位而向該公司的董事或前董事作出付款。
(2) 任何人未獲公司成員的訂明批准及該公司的附屬公司的成員的訂明批准，不得在與轉讓該公司
的附屬公司的業務或財產的全部或任何部分有關連的情況下，就失去職位而向該公司的董事或
前董事作出付款。
(3) 就本條而言，如某項付款是—
(a) 依據一項作為轉讓公司業務或財產的協議的一部分而訂立的安排作出的，或是在該協議訂
立之前的一年內作出的，或是在該協議訂立之後的2年內作出的；及
(b) 依據一項該公司或任何受轉讓人參與的安排作出的，
則除非證明情況相反，該項付款須推定為在與該項轉讓有關連的情況下作出。
(4) 儘管有第(2)款的規定，如有關附屬公司是在香港以外地方成立為法團的，或屬有關公司的全資
附屬公司，任何人可只獲該公司成員的訂明批准而訂立有關交易。
條： 523 任何人不得在與收購要約所導致的股份轉讓有關連的情況
下，就失去職位而向董事或前董事作出付款
L.N. 163 of 2013 03/03/2014
(1) 任何人未獲受影響成員的訂明批准，不得在與收購要約所導致的公司股份轉讓或公司的附屬公
司股份轉讓有關連的情況下，就失去職位而向該公司的董事或前董事作出付款。
(2) 就本條而言，如某項付款是—
(a) 依據一項作為轉讓公司任何股份的協議的一部分而訂立的安排作出的，或是在該協議訂立
之前的一年內作出的，或是在該協議訂立之後的2年內作出的；及
(b) 依據一項該公司或任何受轉讓人參與的安排作出的，
則除非證明情況相反，該項付款須推定為在與該項轉讓有關連的情況下作出。
(3) 儘管有第(1)款的規定，如有關法人團體是在香港以外地方成立為法團的，任何人可無須獲該法
人團體的受影響成員的訂明批准而訂立有關交易。
第 622 章 - 《公司條例》 209
(4) 就本條而言，如有以下情況，須視為已取得受影響成員對某項付款的訂明批准—
(a) 出席考慮符合第518(2)(b)(i)條指明的規定的決議的成員大會的人，未達法定人數；
(b) 該大會延期至較後日期舉行；及
(c) 出席該經延期大會的人，未達法定人數。
部：
分部：
次分部：
11
3
3
第2次分部的例外情況 L.N. 163 of 2013 03/03/2014
條： 524 例外情況：付款以履行法律義務等 L.N. 163 of 2013 03/03/2014
(1) 第2次分部並不禁止任何人真誠地作出付款—
(a) 以履行現存法律義務；
(b) 作為違反現存法律義務的損害賠償；
(c) 作為在與終止某人的職位或受僱工作有關連的情況下產生的申索的和解或妥協；或
(d) 作為過去服務的退休金。
(2) 就第(1)款而言，如付款的一部分屬該款所指者而另一部分不屬該款所指者，該項付款須在猶如
該等部分為各別的付款的情況下看待。
(3) 在本條中—
退休金 (pension) 包括任何離職津貼、離職酬金或類似的付款； 現存法律義務 (existing legal obligation) —
(a) 就屬第521條所指者並由某公司作出的付款而言，指該公司或其有聯繫公司的義務，而該義
務並非在與引致就失去職位而付款的事件有關連的情況下訂立，亦非由於該事件以致訂
立；或
(b) 就屬第522或523條所指者及由某人在與任何業務、財產或股份的轉讓有關連的情況下作出
的付款而言，指該人的義務，而該義務並非為該項轉讓的目的訂立或就該項轉讓訂立，亦
非由於該項轉讓以致訂立。
(4) 就第(3)款中現存法律義務的定義而言，如某項付款兼屬第521及522條或兼屬第521及523條所指 者，則該項付款須視為屬第521條所指者但不屬第522或523條所指者。
條： 525 例外情況：小額付款 L.N. 163 of 2013 03/03/2014
(1) 如某公司或其附屬公司向某董事或前董事作出付款，而該項付款的款額或價值，加上由該公司
或其附屬公司在與同一事件有關連的情況下就失去職位而向該董事或前董事作出的任何其他付
款的款額或價值，總額不超過$100000，則第521條並不禁止該公司作出該項付款。
(2) 如某公司或其附屬公司在與轉讓該公司或其附屬公司的任何業務或財產或股份有關連的情況
下，向某董事或前董事作出付款，而該項付款的款額或價值，加上由該公司或其附屬公司在與
該項轉讓有關連的情況下就失去職位而向該董事或前董事作出的任何其他付款的款額或價值，
總額不超過$100000，則第522或523條並不禁止該公司作出該項付款。
(3) 如某公司或其附屬公司(付款附屬公司)在與轉讓該公司或其附屬公司的任何業務或財產或股份 有關連的情況下，向某董事或前董事作出付款，而該項付款的款額或價值，加上由該公司或付
款附屬公司在與該項轉讓有關連的情況下就失去職位而向該董事或前董事作出的任何其他付款
的款額或價值，總額不超過$100000，則第522或523條並不禁止付款附屬公司作出該項付款。
第 622 章 - 《公司條例》 210
部：
分部：
次分部：
11
3
4
違反的後果 L.N. 163 of 2013 03/03/2014
條： 526 釋義 L.N. 163 of 2013 03/03/2014
就本分部而言—
(a) 除非法院另有指示，否則某項付款如在同時違反第521及522條的情況下作出，須視為在違
反第522條的情況下作出；及
(b) 除非法院另有指示，否則某項付款如在同時違反第521及523條的情況下作出，須視為在違
反第523條的情況下作出。
條： 527 違反第521條的民事後果 L.N. 163 of 2013 03/03/2014
如公司在違反第521條的情況下，作出付款—
(a) 收款人即屬以信託形式，為該公司持有有關款項；及
(b) 該公司任何授權作出該付款的董事，須共同及各別負有法律責任，就該項付款所導致的任
何損失，向該公司作出彌償。
條： 528 違反第522條的民事後果 L.N. 163 of 2013 03/03/2014
(1) 如有付款在違反第522條的情況下，在與轉讓某公司或某公司的附屬公司的任何業務或財產有關
連的情況下作出，則本條適用。
(2) 收款人即屬以信託形式，為有關公司或附屬公司持有有關款項。
(3) 如有關付款由有關公司作出，或由另一人代表該公司作出，則該公司任何授權作出該付款的董
事，須共同及各別負有法律責任，就該項付款所導致的任何損失，向該公司作出彌償。
(4) 如有關付款由有關附屬公司作出，或由另一人代表該附屬公司作出，則該附屬公司任何授權作
出該付款的董事，須共同及各別負有法律責任，就該項付款所導致的任何損失，向該附屬公司
作出彌償。
條： 529 違反第523條的民事後果 L.N. 163 of 2013 03/03/2014
(1) 如有付款在違反第523條的情況下，在與收購要約導致的公司股份轉讓或公司的附屬公司股份轉
讓有關連的情況下作出，則本條適用。
(2) 收款人即屬以信託形式，為因該項要約而出售其股份的人持有有關款項。
(3) 在將有關款項分配予已出售其股份的人的過程中招致的費用，須由收款人承擔。
(4) 如有關付款由有關公司作出，或由另一人代表該公司作出，則該公司任何授權作出該付款的董
事，須共同及各別負有法律責任，就該項付款所導致的任何損失，向該公司作出彌償。
(5) 如有關付款由有關附屬公司作出，或由另一人代表該附屬公司作出，則該附屬公司任何授權作
出該付款的董事，須共同及各別負有法律責任，就該項付款所導致的任何損失，向該附屬公司
作出彌償。
第 622 章 - 《公司條例》 211
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董事的服務合約 L.N. 163 of 2013 03/03/2014
條： 530 釋義 L.N. 163 of 2013 03/03/2014
(1) 在本分部中—
董事 (director) 包括幕後董事。 (2) 就本分部而言，縱使某法人團體的附屬公司的一眾董事或過半數董事，慣於按照該團體的指示
或指令行事，該團體不會僅因此而視為其附屬公司的幕後董事。
條： 531 服務合約 L.N. 163 of 2013 03/03/2014
(1) 在本分部中，提述公司的某董事的服務合約—
(a) 即提述符合以下說明的合約—
(i) 根據該合約，該董事承諾親自以董事或其他身分，為該公司或該公司的附屬公司履行
服務；或
(ii) 根據該合約，該董事承諾親自以董事或其他身分履行的服務，須由第三者向該公
司或該公司的附屬公司提供；及
(b) 包括委任某人為該公司的董事的委任條款。
(2) 在本分部中，提述公司的某董事的服務合約，並不局限於履行在董事一般職務範圍以外的服務
的合約。
條： 532 成員的訂明批准 L.N. 163 of 2013 03/03/2014
(1) 在本分部中，提述某公司的成員的訂明批准，即提述藉該等成員的符合以下說明的決議取得的
批准—
(a) 在公司同意有關條文之前通過；及
(b) 第(2)款指明的規定就該項決議獲符合。
(2) 為施行第(1)(b)款而指明的規定是—
(a) (如屬書面決議)一份列出建議服務合約(包含有關的條文者)的備忘錄，在建議決議送交每
名成員之時或之前，已送交該成員；或
(b) (如屬成員大會上通過的決議)—
(i) 一份列出建議服務合約(包含有關的條文者)的備忘錄，連同召開該大會的通知書，已
送交每名成員；及
(ii) (如有關公司屬公眾公司)在不理會第(4) 款指明的成員對該項決議所投的每一贊
成票的情況下，該項決議仍獲得通過。
(3) 除公司的章程細則的任何條文另有規定外，就斷定是否符合第(2)(a)或(b)(i)款指明的規定而
言，任何意外遺漏向成員送交備忘錄的情況，須不予理會。
(4) 為施行第(2)(b)(ii)款而指明的成員是符合以下說明的成員—
(a) 屬建議與之訂立服務合約的董事；或
(b) 以信託形式，為該董事持有該公司任何股份。
(5) 第(2)(b)(ii)款並不阻止第(4)款指明的成員出席任何考慮有關決定的會議，或被計入該會議的
法定人數，或參與該會議的程序。
(6) 為施行第(1)(a)款，有關決議是在本分部的生效日期*之前、當日或之後通過，並不相干。
第 622 章 - 《公司條例》 212
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 533 保留成員一致同意的效力 L.N. 163 of 2013 03/03/2014
(1) 如根據第534(1)條，某公司未獲其成員的訂明批准，便不得就任何條文作出同意，則該條並不
禁止該條文在獲得同意之前經該等成員給予的一致同意而作出同意。
(2) 為施行第(1)款，有關一致同意是在本分部的生效日期*之前、當日或之後給予，並不相干。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 534 公司不得同意董事長期受僱 L.N. 163 of 2013 03/03/2014
(1) 任何公司未獲其成員的訂明批准，不得同意有以下規定的合約條文：該公司的董事於該公司受
僱用的保證年期，超過或可超過3年。
(2) 在本條中—
僱用 (employment) 指根據董事服務合約所作的僱用。 (3) 在本條中，提述董事受僱用的保證年期—
(a) 即提述符合以下說明的期間(如有的話)—
(i) 在該期間內，有關僱用須在或可在由有關公司提出要求以外的情況下繼續(不論是根據
原有合約或依據該合約訂立的新合約)；及
(ii) 在該期間內，公司不可藉通知而終止僱用，或只可在指明情況下如此終止僱用；
(b) (如公司可藉通知而終止僱用)即提述終止僱用需給予的通知期；或
(c) (如該項僱用有(a)段所指的期間及(b)段所指的期間)即提述該等期間的總和。
(4) 就本條而言，如在董事受僱用的保證年期屆滿之前的6個月之前，公司在並非依據由原有合約給
予或根據該合約給予合約的另一方的權利的情況下，訂立進一步的服務合約，則該進一步合約
下的受僱用的保證年期，須視為包括原有合約下的受僱用的保證年期的剩餘期間。
(5) 為施行第(4)款，有關原有合約是在本分部的生效日期*之前、當日或之後訂立，並不相干。
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註﹕
* 生效日期：2014年3月3日。
條： 535 違反第534條的民事後果 L.N. 163 of 2013 03/03/2014
如某公司在違反第534條的情況下，同意某條文—
(a) 該條文在該項違反的範圍內屬無效；及
(b) 有關合約須視為載有條款，令該公司有權隨時藉給予合理通知而終止該合約。
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在交易、安排或合約中的具相當分量的利害關係 L.N. 163 of 2013 03/03/2014
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條： 536 董事須申報具相當分量的利害關係 L.N. 163 of 2013 03/03/2014
(1) 如公司的董事以任何方式，在與該公司訂立或建議與該公司訂立的交易、安排或合約中，有直
接或間接的利害關係，而該項交易、安排或合約就該公司的業務而言屬重大的，則如該董事的
利害關係是具相當分量的，該董事須按照第537、538及539條，向其他董事申報其利害關係的性
質及範圍。
(2) 如與公眾公司的董事有關連的實體以任何方式，在與該公司訂立或建議與該公司訂立的交易、
安排或合約中，有直接或間接的利害關係，而該項交易、安排或合約就該公司的業務而言屬重
大的，則如該實體的利害關係是具相當分量的，該董事須按照第537、538及539條，向其他董事
申報該實體的利害關係的性質及範圍。
(3) 如根據第(1)或(2)款作出的申報經證實為或變為不準確或不完整，則有關董事須按照第537、
538及539條，作出進一步申報。
(4) 如—
(a) 董事並不知悉有關利害關係或有關的交易、安排或合約；或
(b) 該利害關係關乎董事的服務合約的符合以下說明的條款，或在該利害關係關乎董事的服務
合約的符合以下說明的條款的範圍內—
(i) 董事會議已經或將會考慮該等條款；或
(ii) 根據公司的章程細則為有關目的委任的董事委員會已經或將會考慮該等條款，
本條並不規定該董事在上述情況下申報該利害關係。
(5) 為施行第(4)(a)款，董事須視為知悉該董事理應知悉的事情。
(6) 限制公司的董事在與該公司訂立的交易、安排或合約中有任何利害關係的任何其他條例或法律
規則的實施，不受本條影響。
條： 537 向董事作出的申報：為時 L.N. 163 of 2013 03/03/2014
(1) 根據第536條申報的在已訂立的交易、安排或合約中的利害關係，須在合理地切實可行的範圍
內，盡快作出。
(2) 根據第536條申報的在建議訂立的交易、安排或合約中的利害關係，須在有關公司訂立該交易、
安排或合約之前作出。
(3) 第(1)或(2)款不獲遵從，並不影響作出申報的基本責任。
條： 538 向董事作出的申報：程序 L.N. 163 of 2013 03/03/2014
(1) 根據第536條向董事作出的申報，須—
(a) 在董事會議上作出；
(b) 由作出申報的董事藉書面通知作出，並須由該董事送交其他董事；或
(c) 由作出申報的董事藉一般通知作出。
(2) 為第(1)(b)款的目的而發出的通知—
(a) 須—
(i) 採用印本形式送交；或
(ii) (如有關收受人同意接收採用電子形式的該通知)以如此同意的電子形式送交；及
(b) 須—
(i) 由專人送交，或藉郵遞送交；或
(ii) (如有關收受人同意藉電子形式接收該通知)藉如此同意的電子形式送交。
(3) 如根據第536條向董事作出的申報藉書面通知作出—
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(a) 該項申報的作出，須視為構成發出通知之後的下次董事會議的程序的一部分；及
(b) 第481條適用，猶如該項申報在該會議上作出。
(4) 為第(1)(c)款的目的而由某董事發出的一般通知，是通報以下事項的通知—
(a) 該董事—
(i) 在該通知指明的法人團體或商號中(作為成員、高級人員、僱員或以其他身分)，有利
害關係；及
(ii) 須視為在可與該指明的法人團體或商號於該通知的生效日期之後訂立的任何交
易、安排或合約中，有利害關係；或
(b) 該董事—
(i) 與該通知指明的人(法人團體或商號除外)有關連；及
(ii) 須視為在可與該指明的人於該通知的生效日期之後訂立的任何交易、安排或合約
中，有利害關係。
(5) 一般通知須述明—
(a) 有關董事在指明的法人團體或商號中的利害關係的性質及範圍；或
(b) 該董事與指明的人的關連的性質。
(6) 一般通知須—
(a) 在董事會議上發出；或
(b) 以書面發出，並送交予有關公司。 附註—
請亦參閱第541條，該條規定收到一般通知的公司，須將該通知送交其他董事。
(7) 根據第(6)(a)款發出的一般通知，自有關董事會議的日期起生效。
(8) 根據第(6)(b)款發出的一般通知，自該通知送交予有關公司的日子後第21天起生效。
條： 539 在公司有唯一董事的情況下向董事作出的申報 L.N. 163 of 2013 03/03/2014
(1) 如公司的唯一董事按規定須根據第536條向董事作出申報，而該公司按規定須有多於一名董事—
(a) 該項申報須以書面記錄；
(b) 該項申報的作出，須視為構成發出有關通知之後的下次董事會議的程序的一部分；及
(c) 第481條適用，猶如該項申報是在該會議上作出。
(2) 本條不影響第545條的實施。
條： 540 本分部對幕後董事的適用 L.N. 163 of 2013 03/03/2014
(1) 除第(2)、(3)及(4)款另有規定外，關乎董事根據第536條申報利害關係的責任的本分部條文，
適用於幕後董事，方式一如該等條文適用於董事。
(2) 第538(1)(a)及(6)條不適用於幕後董事。
(3) 除非幕後董事為第538(1)(c)條的目的發出的一般通知藉書面通知發出，並由該幕後董事送交其
他董事，否則該通知無效。
(4) 為第(3)款的目的而發出的通知—
(a) 須—
(i) 採用印本形式送交；或
(ii) (如有關收受人同意接收採用電子形式的該通知)以如此同意的電子形式送交；及
(b) 須—
(i) 由專人送交，或藉郵遞送交；或
(ii) (如有關收受人同意藉電子形式接收該通知)藉如此同意的電子形式送交。
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條： 541 公司須將一般通知送交其他董事 L.N. 163 of 2013 03/03/2014
(1) 公司如從董事收到第538(6)(b)條所指的通知，須在收到該通知的日子後的15日內，將該通知的
文本送交該公司的其他董事。
(2) 如公司違反第(1)款，該公司及其每名責任人均屬犯罪，可各處第6級罰款。
條： 542 罪行 L.N. 163 of 2013 03/03/2014
(1) 任何董事或幕後董事違反第536(1)、(2)或(3)條，即屬犯罪，可處第6 級罰款。
(2) 凡任何人因違反第536(2)條而被控犯第(1)款所訂罪行，如確立被控人已採取一切合理步驟，以
確使該條獲遵守，即屬免責辯護。
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雜項條文 L.N. 163 of 2013 03/03/2014
條： 543 披露管理合約 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 公司訂立合約，而某人按該合約承擔該公司的全部或任何重大部分業務的管理及行政；及
(b) 該合約並非與該公司的任何董事或任何全職僱員所訂立的服務合約。
(2) 在有關合約有效的任何年度的董事報告內，須載有—
(a) 一項陳述，說明該合約的存在及其有效期；及
(b) 在該合約中有利害關係的每名董事及幕後董事的姓名或名稱，及該利害關係的性質及範
圍。
(3) 有關公司須在其註冊辦事處或根據第657條訂立的規例所訂明的地點備存以下文件—
(a) 有關合約的文本；
(b) (如該合約並非書面合約)列出該合約的條款的書面備忘錄。
(4) 有關公司—
(a) 須在有關合約終止或期滿的日期之後，保留上述文本或備忘錄最少一年；及
(b) 須備存該文本或備忘錄，以供在該段時間內查閱。
(5) 如有關文本或備忘錄備存在有關公司的註冊辦事處以外的地點，則該公司須將關於該備存地點
或該地點的任何更改的通知，交付處長登記，該通知須符合指明格式。該通知在該文本或備忘
錄首次備存在該地點之後的15日內，或該項更改之後的15日內(視屬何情況而定)，交付處長。
(6) 如第(3)或(4)款遭違反，公司及其每名責任人均屬犯罪，可各處第3級罰款。
(7) 如第(5)款遭違反，有關公司及其每名責任人均屬犯罪，可各處第3級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$300。
(8) 在本條中—
董事報告 (directors’report) 指— (a) 根據第388(1)條須擬備的報告；或
(b) 根據第388(2)條須擬備的綜合報告。
條： 544 成員查閱及要求文本的權利 L.N. 163 of 2013 03/03/2014
(1) 公司的成員一經以訂明方式提出要求，即有權按照根據第657條訂立的規例，免費查閱該公司根
第 622 章 - 《公司條例》 216
據第543條備存的合約的文本或書面備忘錄。
(2) 有關公司的成員一經提出要求及繳付訂明費用，即有權按照根據第657條訂立的規例，獲提供有
關合約或備忘錄的文本。
(3) 在本條中，提述合約，包括該合約的更改。
(4) 在本條中—
訂明 (prescribed) 指根據第657條訂立的規例所訂明。
條： 545 與兼具董事身分的唯一成員訂立合約 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 只有一名成員的公司與該成員訂立合約；
(b) 該成員亦是該公司的董事；及
(c) 該合約並非在該公司的通常業務運作中訂立的。
(2) 除非有關合約是以書面訂立的，否則有關公司須確保—
(a) 在該合約訂立後的15日內，該合約的條款於一份書面備忘錄列明；及
(b) 該備忘錄備存於備存載有董事會議紀錄的簿冊的地方。
(3) 如某公司違反第(2)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款。
(4) 就某合約違反第(2)款，並不影響該合約的有效性。
(5) 本條不得理解為排除適用於公司與其董事訂立的合約的任何其他條例或法律規則的實施。
(6) 在本條中—
董事 (director) 包括幕後董事。 (7) 就本條而言，縱使某法人團體的附屬公司的一眾董事或過半數董事，慣於按照該團體的指示或
指令行事，該團體不會僅因此而視為其附屬公司的幕後董事。
條： 546 財政司司長可修訂若干數額或百分率數字 L.N. 163 of 2013 03/03/2014
(1) 除第(2)款另有規定外，財政司司長可藉在憲報刊登的公告，藉以下方式修訂第2或3分部的任何
條文—
(a) 以該公告指明的數額，代替該條文指明的任何數額；或
(b) 以該公告指明的百分率數字，代替該條文指明的任何百分率數字。
(2) 本條所指的公告不可修訂罰款額。
(3) 本條所指的公告就於該公告生效之前作出的或沒有作出的事情而言，並不具效力。
(4) 就任何在本條所指的公告生效之前招致的法律責任進行的法律程序，可予繼續或提起，猶如該
公告不曾訂立。
部： 12 公司管理及議事程序 L.N. 163 of 2013 03/03/2014
(*格式變更─2013年第1號編輯修訂紀錄)
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* 第12部的格式已按現行法例樣式更新。
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決議及會議 L.N. 163 of 2013 03/03/2014
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導言 L.N. 163 of 2013 03/03/2014
條： 547 釋義 L.N. 163 of 2013 03/03/2014
(1) 在本分部中—
傳閱日期 (circulation date) 就書面決議或被提出的書面決議而言— (a) 指該決議文本按照第553條送交予合資格成員的日期；或
(b) 如文本在不同日子送交予合資格成員，則指該等日子之中的首日；
電子地址 (electronic address) 指任何為以電子方式送交或接收文件或資料而使用的，以任何語 文的字母、字樣、數目字或符號組成的序列或組合，或為該目的而使用的數目字。
(2) 就本分部而言—
(a) 就被提出的書面決議而言，合資格成員是在該決議傳閱日期當日本會有權就該決議表決的
成員；及
(b) 如在該決議傳閱日期的某個時間，有權就該決議表決的人有所變更，則合資格成員是在該
決議的首份文本送交某成員以徵求同意時，有權就該決議表決的人。
(3) 本分部並不影響任何其他條例或法律規則關乎以下事宜的實施—
(a) 並非藉通過決議而作出的事情；
(b) 在何種情況下，某決議須視為已獲通過，或不得視為已獲通過；或
(c) 在何種情形下，某人不得指稱某決議未妥為通過。
(編輯修訂—2013年第1號編輯修訂紀錄)
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書面決議 L.N. 163 of 2013 03/03/2014
條： 548 書面決議 L.N. 163 of 2013 03/03/2014
(1) 任何可藉在公司成員大會通過的決議而作出的事情，均可在不舉行會議及無需事先通知的情況
下，藉該公司成員的書面決議作出。
(2) 任何可藉在公司某類別成員的會議通過的決議而作出的事情，均可在不舉行會議及無需事先通
知的情況下，藉該公司該類別成員的書面決議作出。
(3) 如某決議根據任何條例須以普通決議或特別決議的方式通過，則該決議可藉書面決議通過；而
在任何條例中，提述普通決議或特別決議，均包括書面決議。
(4) 在任何條例中，提述通過決議的日期或提述會議的日期，就書面決議而言，即指該書面決議根
據第556條獲通過的日期。
(5) 公司的書面決議具有效力，猶如該決議是(視屬何情況而定)—
(a) 由該公司在成員大會通過的一樣；或
(b) 由該公司在有關類別成員的會議通過的一樣，
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而在任何條例中，提述通過決議的會議，或提述表決贊成決議的成員，均須按此解釋。
(6) 本條不適用於—
(a) 在某核數師任期終結前將該核數師免任的決議；或
(b) 在某董事任期終結前將該董事免任的決議。
條： 549 提出書面決議的權力 L.N. 163 of 2013 03/03/2014
以下人士可提出採用書面決議形式的決議—
(a) 公司的董事；或
(b) 公司的成員。
條： 550 公司有責任傳閱由董事提出的書面決議 L.N. 163 of 2013 03/03/2014
如公司的董事根據第549(a)條提出採用書面決議形式的決議，則該公司須傳閱該決議。
條： 551 成員有權力要求傳閱書面決議 L.N. 163 of 2013 03/03/2014
(1) 公司的成員可要求該公司傳閱符合以下說明的決議—
(a) 可恰當地被動議的；及
(b) 屬根據第549(b)條提出的採用書面決議形式的。
(2) 有關成員如要求公司傳閱某決議，可要求該公司在傳閱該決議的同時，傳閱關於該決議的標的
事宜而字數不多於1000字的陳述書。
(3) 然而，每名成員僅可就有關決議要求公司傳閱一份上述的陳述書。
條： 552 公司有責任傳閱由成員提出的書面決議 L.N. 163 of 2013 03/03/2014
(1) 如有根據第549(b)條提出的採用書面決議形式的決議，及有第551(2)條所述的任何陳述書，而
有關公司收到佔全體有權就該決議表決的成員的總表決權不少於所需百分比的公司成員提出的
要求，要求該公司傳閱該等決議及陳述書，則該公司須傳閱該等決議及陳述書。
(2) 第(1)款所述的所需百分比是5%，或有關公司的章程細則為此目的而指明的較低百分比。
(3) 要求—
(a) 可採用印本形式或電子形式送交有關公司；
(b) 須指出有關決議及第551(2)條所述的陳述書；及
(c) 須經所有提出該要求的人認證。
條： 553 傳閱書面決議 L.N. 163 of 2013 03/03/2014
(1) 某公司如根據第550或552條須傳閱被提出的採用書面決議形式的決議，則須自費向每名合資格
成員及每名並非合資格成員的其他成員(如有的話)送交—
(a) 該決議的文本；及
(b) (如根據第551(2)條被要求傳閱陳述書)該條所述的陳述書的文本。
(2) 有關公司可用以下方式遵守第(1)款—
(a) (在合理切實可行的範圍內)在同一時間，以印本形式或電子形式，向所有成員送交有關文
本；或在網站上提供有關文本；
(b) 輪流向每名成員送交同一文本，或輪流向若干名成員中的每一名送交不同文本，但前提是
第 622 章 - 《公司條例》 219
如此行事而不造成不當延遲，是有可能的；或
(c) 按照(a)段向某些成員送交多於一份文本，及按照(b)段向其他成員送交一份或多於一份文
本。
(3) 有關公司須在受到第(1)款中關於送交文本的規定所規限後的21日內，送交該等文本，如該等文
本是在不同日子向成員送交，則須在上述期限前，送交該等文本之中的首份。
(4) 如有關公司以在網站上提供被提出的書面決議或陳述書的文本的方式，送交該決議或陳述書的
文本，則除非在整段符合以下說明的期間內—
(a) 在傳閱日期當日開始；及
(b) 在該決議根據第558條失效的日期終結，
該文本均在該網站上提供，否則就本次分部而言，該文本不屬經有效送交。
(5) 就第(4)款而言，在以下情況下，沒有在該款所述的期間內無間斷地在網站上提供被提出的書面
決議或陳述書的文本，須不予理會—
(a) 於該期間的部分時間，該文本在該網站上提供；而
(b) 沒有在該期間內無間斷地提供該文本，是完全歸因於按理不能期望該公司防止或避免的情
況。
(6) 有關公司須確保向合資格成員送交的被提出的書面決議的文本，隨附關乎以下事宜的指引—
(a) 如何根據第556條表示同意該決議；及
(b) 該決議的最後通過日期(該決議如沒有在該日期或之前通過，便會根據第558條而失效)。
(7) 如公司違反第(1)、(3)或(6)款，該公司及其每名責任人均屬犯罪，可各處第5級罰款。
(8) 第(1)、(3)或(6)款遭違反，並不影響有關決議(如獲通過)的有效性。
條： 554 要求不傳閱隨附的陳述書的申請 L.N. 163 of 2013 03/03/2014
(1) 如公司或聲稱感到受屈的另一人提出申請，而原訟法庭應申請而信納第551(2)條賦予的權利—
(a) 正被濫用；或
(b) 正被用以在帶誹謗成分的事宜上，取得不必要的宣傳，
則該公司無須傳閱該條所述的陳述書。
(2) 凡某些成員要求傳閱有關陳述書，原訟法庭可命令他們支付公司因該申請而承擔的全部或部分
訟費，即使他們並非根據第(1)款提出的申請的一方亦然。
條： 555 公司有責任將被提出的書面決議通知核數師 L.N. 163 of 2013 03/03/2014
(1) 某公司如根據第553條須向該公司某成員送交某決議，則須在傳閱日期當日或之前，向該公司的
核數師(如有多於一名核數師，則須向每名核數師)送交—
(a) 該決議的文本；及
(b) 根據該條須向該公司某成員送交的其他關乎該決議的文件的文本。
(2) 上述文本可採用印本形式或電子形式送交有關公司的核數師。
(3) 如公司違反第(1)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款。
(4) 第(1)款遭違反，並不影響有關決議(如獲通過)的有效性。
條： 556 表示同意被提出的書面決議的程序 L.N. 163 of 2013 03/03/2014
(1) 當所有合資格成員已表示同意某書面決議，該決議即獲通過。
(2) 當有關公司收到由某成員(或代該成員行事的人)送交並符合以下說明的文件，該成員即屬表示
同意有關的被提出的書面決議—
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(a) 指出該文件所關乎的決議；及
(b) 表示該成員同意該決議。
(3) 上述文件—
(a) 可採用印本形式或電子形式送交有關公司；及
(b) 須經有關成員或代該成員行事的人認證。
(4) 書面決議一經成員表示同意，該同意不得撤銷。
條： 557 由屬股份的聯名持有人的合資格成員表示的同意 L.N. 163 of 2013 03/03/2014
(1) 如—
(a) 2名或多於2名合資格成員是公司的股份的聯名持有人；
(b) 任何持有人已表示同意被提出的書面決議；及
(c) (如該公司在第558(1)條所述的期間終結前，收到其他持有人提出的對該書面決議的反對)
該表示同意的持有人的排名，先於該提出反對的持有人的排名，
則就第556(1)條而言，所有其他持有人須視為已表示同意該被提出的書面決議。
(2) 就本條而言，股份持有人排名的先後，是按有關聯名持有人在有關公司的成員登記冊上的排名
次序斷定的。
(3) 第(1)及(2)款的效力，受有關公司的章程細則的條文規限。
條： 558 同意被提出的書面決議的限期 L.N. 163 of 2013 03/03/2014
(1) 如被提出的書面決議沒有在以下期間終結前通過，該決議即告失效—
(a) 有關公司的章程細則為此目的而指明的期間；或
(b) (如章程細則沒有指明期間)自有關傳閱日期起計的28日的期間。
(2) 如在上述期間終結後，成員才表示同意被提出的書面決議，該同意屬無效。
條： 559 公司有責任通知成員及核數師書面決議已通過 L.N. 163 of 2013 03/03/2014
(1) 如公司的決議是採用書面決議形式通過，該公司須在該決議通過後的15日內，就此事向以下人
士送交通知—
(a) 該公司每名成員；及
(b) 該公司的核數師(如有多於一名核數師，則須向每名核數師送交文本)。
(2) 如公司違反第(1)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款。
條： 560 以電子方式送交關乎書面決議的文件 L.N. 163 of 2013 03/03/2014
公司如在任何載有或隨附被提出的書面決議的文件中，提供一個電子地址，須視為已同意任何關乎
該決議的文件或資料，均可在該文件指明的條件或限制的規限下，以電子方式送交該地址。
條： 561 本次分部與公司的章程細則的條文的關係 L.N. 163 of 2013 03/03/2014
(1) 公司的章程細則的條文如會有以下效果，該條文在有該效果的範圍內屬無效︰任何條例規定須
作出的決議或在任何條例中另有訂明的決議，不得採用書面決議形式提出及通過。
(2) 凡公司的章程細則的條文批准該公司在不舉行會議且屬按照本次分部規定以外的情況下通過某
決議，本次分部不影響該條文。
第 622 章 - 《公司條例》 221
(3) 只有在有關決議已獲得有關公司全體有權就該決議表決的成員同意的情況下，第(2)款方適用。
部：
分部：
次分部：
12
1
3
在會議上通過的決議 L.N. 163 of 2013 03/03/2014
條： 562 一般條文 L.N. 163 of 2013 03/03/2014
(1) 就公司的決議而言，如已按照本次分部及第4、5、6、7、8及9次分部(及第10次分部(如屬攸關
的話))及該公司的章程細則—
(a) 發出關於該成員大會及該決議的通知；
(b) 舉行及進行該成員大會；及
(c) 通過該決議，
則該決議即屬在成員大會上有效通過。
(2) 為第(1)款的施行，如該款提述的次分部中的條文與公司的章程細則的條文之間，有任何抵觸之
處，則除非該次分部中另有規定或另有關乎該次分部的規定，否則在該抵觸之處的範圍內，該
次分部的條文，凌駕該章程細則的條文。
(3) 如任何條例的條文—
(a) 規定須有公司決議或公司成員( 或某類別成員) 的決議，或就上述決議另有規定；但
(b) 並無指明所需決議的種類，
則除非該公司的章程細則規定該決議須以較大比率的多數票(或一致贊同)通過，否則所需決議
為普通決議。
條： 563 普通決議 L.N. 163 of 2013 03/03/2014
(1) 公司成員(或某類別成員)的普通決議，指獲過半數票通過的決議。
(2) 在成員大會上舉手表決通過的決議，如獲以下人士合共以過半數票通過，即屬獲過半數票通過
—
(a) 就該決議親身表決(且有權如此表決)的成員；
(b) 作為有權就該決議表決的成員妥為委任的代表而就該決議表決的人。
(3) 在成員大會上投票表決通過的決議，如獲佔全體就該決議親身表決或委任代表表決(且有權如此
表決)的成員的總表決權的過半數票的成員通過，即屬獲過半數票通過。
(4) 任何可藉普通決議作出的事情，亦可藉特別決議作出。
條： 564 特別決議 L.N. 163 of 2013 03/03/2014
(1) 公司成員( 或某類別成員) 的特別決議，指獲最少75%的多數票通過的決議。
(2) 在成員大會上舉手表決通過的決議，如獲以下人士合共以最少75%的票數通過，即屬獲最少75%
的多數票通過—
(a) 就該決議親身表決(且有權如此表決)的成員；
(b) 作為有權就該決議表決的成員妥為委任的代表而就該決議表決的人。
(3) 在成員大會上投票表決通過的決議，如獲佔全體就該決議親身表決或委任代表表決(且有權如此
表決)的成員的總表決權最少75%的多數票通過，即屬獲最少75%的多數票通過。
(4) 如某決議在成員大會上通過—
第 622 章 - 《公司條例》 222
(a) 則除非關於該成員大會的通知包含該決議的文本，並指明擬採用特別決議的形式提出該決
議的意向，否則該決議並非特別決議；及
(b) 如關於該成員大會的通知如此指明，該決議只可採用特別決議的形式通過。
(5) 對公司的非常決議或公司任何類別成員的會議的非常決議的提述如—
(a) 載於1984年8月31日前制定的條例或存在的文件；及
(b) 就在該日期當日或之後通過或有待在該日期當日或之後通過的決議而言，根據《前身條
例》第116(5)條當作為該公司或該會議的特別決議，
即繼續當作為該公司或該會議的該特別決議。
部：
分部：
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12
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召開成員大會 L.N. 163 of 2013 03/03/2014
條： 565 董事有權力召開成員大會 L.N. 163 of 2013 03/03/2014
公司董事可召開公司成員大會。
條： 566 成員有權力要求董事召開成員大會 L.N. 163 of 2013 03/03/2014
(1) 公司成員可要求董事召開公司成員大會。
(2) 如公司收到佔全體有權在成員大會上表決的成員的總表決權最少5%的公司成員的要求，要求召
開成員大會，則董事須召開成員大會。
(3) 要求—
(a) 須述明有待在有關成員大會上處理的事務的一般性質；及
(b) 可包含可在該成員大會上恰當地動議並擬在該成員大會上動議的決議的文本。
(4) 要求可包含若干份格式相近的文件。
(5) 要求—
(a) 可採用印本形式或電子形式送交有關公司；及
(b) 須經提出該要求的人認證。
條： 567 董事有責任召開由成員要求召開的成員大會 L.N. 163 of 2013 03/03/2014
(1) 根據第566條須召開成員大會的董事，須於他們受到該規定所規限的日期後的21日內，召開成員
大會。
(2) 根據第(1)款召開的成員大會，須在召開該成員大會的通知的發出日期後的28日內舉行。
(3) 如有關公司收到的要求，指出一項可在有關成員大會上恰當地動議並擬在該成員大會上動議的
決議，則關於該成員大會的通知，須包含關於該決議的通知。
(4) 如關於決議的通知，已按照第(3)款包含在關於成員大會的通知內，則可在該成員大會上處理的
事務，包括該決議。
(5) 如有關決議採用特別決議的形式提出，則除非關於有關成員大會的通知包含該決議的文本，並
指明擬採用特別決議的形式提出該決議的意向，否則有關董事須視為沒有妥為召開該成員大
會。
第 622 章 - 《公司條例》 223
條： 568 成員有權力召開成員大會而由公司承擔費用 L.N. 163 of 2013 03/03/2014
(1) 如董事—
(a) 根據第566條須召開成員大會；但
(b) 沒有按照第567條召開成員大會，
則要求召開該成員大會的成員，或佔全體該等成員的總表決權過半數的成員，可自行召開成員
大會。
(2) 如有關公司收到的要求，指出一項可在有關成員大會上恰當地動議並擬在該成員大會上動議的
決議，則關於該成員大會的通知須包含關於該決議的通知。
(3) 在有關董事受到召開成員大會的規定所規限的日期後的3個月內，有關成員大會須予召開。
(4) 有關成員大會須盡可能按有關公司的董事須召開該成員大會的同樣方式召開。
(5) 如關於決議的通知，已按照第(2)款包含在關於成員大會的通知內，則可在該成員大會上處理的
事務，包括該決議。
(6) 要求召開有關成員大會的成員如因有關董事沒有妥為召開成員大會，而招致任何合理開支，該
等開支須由有關公司付還。
(7) 有關公司須從到期或即將到期的應就失責董事的服務而付予該等董事的費用或其他酬金中，保
留上述付還款項。
條： 569 在無董事等的情況下成員有權力召開成員大會 L.N. 163 of 2013 03/03/2014
(1) 如在任何時間，某公司並無董事，或沒有足夠有能力行事的董事以構成法定人數，則任何董
事，或任何2名或多於2名佔全體有權在成員大會上表決的成員的總表決權最少10%的公司成員，
可召開成員大會，該成員大會須盡可能按該公司的董事可召開成員大會的同樣方式召開。
(2) 只要有關公司的章程細則並無就此作出其他規定，第(1)款即具有效力。
條： 570 原訟法庭有權力命令召開成員大會 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條即適用—
(a) 基於任何理由，按某公司可召開成員大會的任何方式，召開該公司的成員大會，並非切實
可行；或
(b) 基於任何理由，以該公司的章程細則或本條例訂明的方式進行該成員大會，並非切實可
行。
(2) 原訟法庭可主動地或應以下人士的申請，命令有關公司以原訟法庭認為合適的方式召開、舉行
及進行該公司的成員大會—
(a) 該公司的任何董事；或
(b) 會有權在該成員大會上表決的該公司的任何成員。
(3) 如原訟法庭作出上述命令，它可作出它認為合宜的附帶或相應的指示。
(4) 根據第(3)款作出的指示，可包括以下指示：有關公司一名成員親身出席或委派代表出席有關成
員大會，須視為構成成員大會法定人數。
(5) 按照第(2)款所指的命令而召開、舉行及進行的成員大會，就所有目的而言，均須視為由有關公
司妥為召開、舉行及進行的成員大會。
(6) 就本條而言，公司已故成員的合法遺產代理人，在所有方面均須視為該公司成員，該代理人所
具有的出席該公司的會議並在該會議上表決的權利，與該已故成員假若在生便會具有的權利相
同。
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條： 571 召開成員大會所需的通知 L.N. 163 of 2013 03/03/2014
(1) 公司成員大會( 經延期的成員大會除外)，須藉給予符合以下規定的通知而召開—
(a) 如屬周年成員大會，通知期最少21日；及
(b) 如屬其他情況—
(i) 如該公司是有限公司，通知期最少14日；及
(ii) 如該公司是無限公司，通知期最少7日。
(2) 如有關公司的章程細則規定的通知期，較第(1)款指明的通知期為長，則就召開該公司成員大會
(經延期的成員大會除外)而言，須給予該較長通知期的通知。
(3) 即使就召開公司成員大會給予的通知期，較第(1)款或該公司的章程細則所指明者為短，在以下
情況下，該成員大會仍須視為是妥為召開的—
(a) 如屬周年成員大會，全體有權出席該成員大會並在該成員大會上表決的成員，同意該成員
大會是妥為召開的；及
(b) 如屬其他情況，佔有權出席該成員大會並在該成員大會上表決的成員人數的多數成員，同
意該成員大會是妥為召開的，而該等成員合共佔全體成員的成員大會的總表決權最少95%。
條： 572 發出通知的方式 L.N. 163 of 2013 03/03/2014
(1) 公司成員大會的通知須—
(a) 採用印本形式或電子形式發出；或
(b) 以在網站上提供該通知的方式發出，
該通知亦可部分以一種上述方式發出，部分則以另一種上述方式發出。
(2) 公司如在召開成員大會的通知中，提供一個電子地址，須視為已同意任何關於該成員大會的程
序的文件或資料，均可在該通知指明的條件或限制的規限下，以電子方式送交該地址。
條： 573 在網站上發布成員大會的通知 L.N. 163 of 2013 03/03/2014
(1) 在不局限第18部的原則下，如公司在網站上提供成員大會的通知，則除非該通知是按照本條發
出的，否則該通知不屬有效地發出。
(2) 凡有關公司知會某成員，指有關通知在有關網站上提供，該項知會須—
(a) 述明該項知會關乎公司成員大會的通知；
(b) 指明舉行該成員大會的地點、日期及時間；及
(c) (如屬周年成員大會)述明該成員大會是周年成員大會。
(3) 在整段始於作出上述知會的日期當日並與有關成員大會同時結束的期間內，有關通知均須在上
述網站上提供。
條： 574 有權收到成員大會的通知的人 L.N. 163 of 2013 03/03/2014
(1) 公司成員大會的通知須向以下人士發出—
(a) 該公司的每名成員；及
(b) 每名董事。
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(2) 在第(1)款中，提述成員，即包括由於某成員去世或破產而有權享有任何股份的人，前提是有關
公司已獲得關於該人的權利的通知。
(3) 第(1)及(2)款的效力，受有關公司的章程細則的條文規限。
(4) 就上市公司而言，在向有權在公司成員大會上表決的成員發出該成員大會的通知的同時，須按
發出該等通知的同樣方式，向無權在該成員大會上表決的每名成員，發出該通知。
(5) 公司在須向有權在公司成員大會上表決的成員發出該成員大會的通知的情況下，才須遵守第(4)
款。
(6) 儘管有第(4)款的規定，如在任何時間給予短於第571(1)條或有關公司的章程細則指明的通知期
而召開會議，則如在該時間過後，根據第(4)款須發出的通知在切實可行的範圍內盡快發出，該
款即須視為已獲遵守。
條： 575 向核數師發出成員大會的通知的責任 L.N. 163 of 2013 03/03/2014
(1) 公司如須向某成員發出公司成員大會的通知或任何其他關乎該成員大會的文件，則在向該成員
發出該通知或文件的同時，須向該公司的核數師發出該通知的文本或該文件的文本( 如有多於
一名核數師，則須向每名核數師送交文本)。
(2) 如公司違反第(1)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款。
條： 576 成員大會的通知的內容 L.N. 163 of 2013 03/03/2014
(1) 公司須確保公司成員大會的通知—
(a) 指明舉行該成員大會的日期及時間；
(b) 指明舉行該成員大會的地點(如該成員大會在2個或多於2個地方舉行，則指明舉行該成員大
會的主要會場及舉行該成員大會的其他會場)；
(c) 述明有待在該成員大會上處理的事務的概略性質；
(d) (如有關通知屬召開周年成員大會的通知)述明該成員大會是周年成員大會；及
(e) (如擬在該成員大會上動議某決議) —
(i) 包含該決議的通知；及
(ii) (如該公司並非全資附屬公司)包含或隨附一項陳述，該陳述須載有為顯示該決議
的目的而合理地需要的資料及解釋( 如有的話)。
(2) 第(1)(a)、(b)及(c)款的效力，受有關公司的章程細則的條文規限。
(3) 就符合以下說明的決議而言，第(1)(e)款不適用—
(a) 該決議的通知已根據第567(3)或568(2)條包含在成員大會的通知內；或
(b) 該決議的通知已根據第615條發出。
(4) 如公司違反第(1)(e)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款。
(5) 決議如在公司成員大會上通過，第(1)(e)款遭違反，亦不影響該決議的有效性。
(6) 關於某決議的有效性的普通法規則、衡平法原則或任何其他條例的條文，不受第(5)款影響。
(7) 在第(1)(e)款中—
全資附屬公司(wholly owned subsidiary)具有第357(3)條給予該詞的涵義。
條： 577 成員大會的通知須列明增加董事薪酬的解釋 L.N. 163 of 2013 03/03/2014
(1) 除非有以下情況，否則公司不得在成員大會上，修訂其章程細則，藉以向該公司的董事就其董
事職位提供薪酬或經增加薪酬—
(a) 在召開該會議的通知書或附於該通知的文件內，已列明提供薪酬或經增加薪酬的充分解
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釋；及
(b) 提供薪酬或經增加薪酬一事，已獲一項與其他事宜無關的決議批准。
(2) 在本條中—
薪酬 (emoluments)包括— (a) 董事袍金及佣金；
(b) 以開支津貼形式支付的款項；
(c) 根據任何退休金計劃就該董事支付的供款；及
(d) 有關董事就其以董事身分提供服務而收取的非現金利益。
條： 578 需作特別通知的決議 L.N. 163 of 2013 03/03/2014
(1) 如本條例的任何條文規定，須就在某會議上動議的某決議給予特別通知，則除非在該會議前最
少28日，已向有關公司發出動議該決議的意向的通知，否則該決議無效。
(2) 有關公司須(如切實可行的話)於發出有關會議的通知的同時，按發出該通知的同樣方式，向其
成員發出該決議的通知。
(3) 如上述做法並非切實可行，則有關公司須於有關會議前最少14日，以下述方式向其成員發出有
關決議的通知—
(a) 在一份於香港廣泛流通的報章刊登廣告；或
(b) 該公司的章程細則所容許的任何其他方式。
(4) 如擬動議有關決議的通知向有關公司發出，而會議於該通知發出後的28日內召開，則該通知雖
然並非在規定的時限內發出，亦須視為已恰當地發出。
條： 579 意外漏發成員大會或決議的通知 L.N. 163 of 2013 03/03/2014
(1) 如公司發出—
(a) 成員大會的通知；或
(b) 擬在成員大會上動議的決議的通知，
在斷定該成員大會或該決議的通知是否妥為發出時，任何意外遺漏向任何有權收到通知的人發
出通知的事件，或任何有權收到通知的人沒有收到通知的事件，均無需理會。
(2) 除就根據第567、568 或616 條發出的通知而言外，第(1)款的效力，受有關公司的章程細則的
條文規限。
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成員陳述書 L.N. 163 of 2013 03/03/2014
條： 580 成員有權力要求傳閱陳述書 L.N. 163 of 2013 03/03/2014
(1) 公司成員可要求該公司向有權收到成員大會的通知的該公司成員，傳閱關於—
(a) 有待在該成員大會上處理的、某被提出的決議所述的事宜；或
(b) 其他有待在該成員大會上處理的事務，
而字數不多於1000字的陳述書。
(2) 然而，每名成員只可—
(a) 就第(1)(a)款所述的決議，要求公司傳閱一份上述的陳述書；及
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(b) 就第(1)(b)款所述的其他事務，要求公司傳閱一份上述的陳述書。
(3) 公司如收到以下人士提出的傳閱陳述書的要求，則須傳閱該陳述書—
(a) 佔全體有相關表決權利的成員的總表決權最少2.5%的成員；或
(b) 最少50名有相關表決權利的成員。
(4) 在第(3)款中—
相關表決權利 (relevant right to vote) 指— (a) (就關乎某被提出的決議所述的事宜的陳述書而言)在有關要求所關乎的成員大會上就該決
議表決的權利；及
(b) (就任何其他陳述書而言)在有關要求所關乎的成員大會上表決的權利。
(5) 第(3)款所指的要求—
(a) 可採用印本形式或電子形式送交有關公司；
(b) 須指出將予傳閱的陳述書；
(c) 須經所有提出該要求的人認證；及
(d) 須於該要求所關乎的成員大會前最少7日送抵該公司。
條： 581 公司有責任傳閱成員陳述書 L.N. 163 of 2013 03/03/2014
(1) 根據第580條須傳閱陳述書的公司須—
(a) 按發出有關成員大會的通知的同樣方式；及
(b) 在發出該成員大會的通知的同時，或在發出該通知後，在合理切實可行的範圍內盡快，
將該陳述書的文本，送交每名有權收到該成員大會的通知的公司成員。
(2) 第(1)款的效力，受第582(2)及583條規限。
(3) 如公司違反第(1)款，該公司及其每名責任人均屬犯罪，可各處第5級罰款。
條： 582 傳閱成員陳述書的費用 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，要求傳閱有關陳述書的成員無需支付有關公司為遵守第581條而招致的費用—
(a) 有關要求所關乎的成員大會，是該公司的周年成員大會；及
(b) 該公司及時收到足以令該公司須傳閱該陳述書的要求，使該公司在發出該成員大會的通知
的同時，能夠送交該陳述書的文本。
(2) 在其他情況下—
(a) 除非有關公司通過決議，議決要求傳閱有關陳述書的成員無需支付該公司為遵守第581條而
招致的費用，否則該成員須支付該費用；及
(b) 除非有人在不遲於有關成員大會前7日，在該公司存放一筆按理足以支付該公司為遵守該條
而招致的費用的款項，或向該公司交出該筆款項，否則該公司無須遵守該條(但如該公司先
前已通過決議，議決要求傳閱有關陳述書的成員無需支付該公司為遵守該條而招致的費
用，則屬例外)。
條： 583 要求不傳閱成員陳述書的申請 L.N. 163 of 2013 03/03/2014
(1) 如公司或聲稱感到受屈的另一人提出申請，而原訟法庭應申請而信納第580條賦予的權利—
(a) 正被濫用；或
(b) 正被用以在帶誹謗成分的事宜上，取得不必要的宣傳，
則該公司無須根據第581條傳閱陳述書。
(2) 凡某些成員要求傳閱有關陳述書，原訟法庭可命令他們支付公司因該申請而招致的全部或部分
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訟費，即使他們並非根據第(1)款提出的申請的一方亦然。
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會議的議事程序 L.N. 163 of 2013 03/03/2014
條： 584 在2個或多於2個地方舉行成員大會 L.N. 163 of 2013 03/03/2014
(1) 公司可使用令該公司身處不同地方的成員能夠在成員大會上聆聽、發言及表決的任何科技，在2
個或多於2個地方舉行成員大會。
(2) 第(1)款的效力，受有關公司的章程細則的條文規限。
條： 585 成員大會的法定人數 L.N. 163 of 2013 03/03/2014
(1) 如公司只有一名成員，該成員親身出席或委派代表出席，即構成該公司成員大會的法定人數。
(2) 如上述公司的上述成員是法人團體，該成員透過其法團代表出席，亦屬構成該公司成員大會的
法定人數。
(3) 除第(1)款及公司的章程細則的條文另有規定外，2名親身出席或委派代表出席的成員，即構成
該公司成員大會的法定人數。
(4) 如有關公司的某成員是法人團體，而該成員透過其法團代表出席，該成員須被計入該公司成員
大會的法定人數。
(5) 在本條中—
法團代表(corporate representative)指根據第606條獲授權擔任有關法人團體的代表的人。
條： 586 成員大會主席 L.N. 163 of 2013 03/03/2014
(1) 成員可藉在成員大會上通過的公司決議，獲推選為該成員大會的主席。
(2) 如有關公司的章程細則中，有條文述明誰人可或不可成為主席，則第(1)款受該條文規限。
條： 587 在經延期的會議上通過的決議 L.N. 163 of 2013 03/03/2014
如決議在公司經延期的會議上通過，則該決議就所有目的而言，須視為在它實際上獲通過的日期通
過，而不得視為在任何較早日期通過。
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在成員大會上表決 L.N. 163 of 2013 03/03/2014
條： 588 表決的一般規則 L.N. 163 of 2013 03/03/2014
(1) 在成員大會上以舉手方式就某決議表決時—
(a) 每名親身出席的成員均有一票；及
(b) 每名親身出席並獲有權就該決議表決的成員妥為委任的代表均有一票。
(2) 如某成員委任多於一名代表，該等代表無權以舉手方式就有關決議表決。
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(3) 在成員大會上以投票方式就某決議表決時—
(a) 如屬有股本的公司—
(i) 每名親身出席的成員就其所持有的每一股股份均有一票；及
(ii) 每名親身出席並獲某成員妥為委任的代表，就該成員持有的每一股股份均有一
票；及
(b) 如屬無股本的公司—
(i) 每名親身出席的成員均有一票；及
(ii) 每名親身出席並獲有權就該決議表決的成員妥為委任的代表均有一票。
(4) 第(1)、(2)及(3)款的效力，受有關公司的章程細則的條文規限。
(5) 如有關公司的任何股份由他人以信託方式代該公司持有，則該等股份在被如此持有的期間，並
不授予在該公司成員大會上表決的權利。
條： 589 股份聯名持有人的表決 L.N. 163 of 2013 03/03/2014
(1) 就某公司的股份聯名持有人而言，只有由有作出表決而排名最先的持有人作出的表決(及任何由
該持有人妥為授權的代表作出的表決)，方可被該公司計算在內。
(2) 就本條而言，股份持有人排名的先後，是按有關聯名持有人在有關公司的成員登記冊上的排名
次序斷定的。
(3) 第(1)及(2)款的效力，受有關公司的章程細則的條文規限。
條： 590 主席在舉手表決中作出的宣布 L.N. 163 of 2013 03/03/2014
(1) 如在成員大會上，以舉手方式就某決議表決，則由主席作出的—
(a) 指該決議已獲通過或未獲通過的宣布；或
(b) 指該決議是獲特定多數通過的宣布，
即為該事實的確證，而無需證明所錄得的贊成或反對該決議的票的數目或比例。
(2) 按照第618條記錄在會議議事紀錄內的關乎有關宣布的記項，亦為該事實的確證，而無需加以證
明。
(3) 如在第(1)款所指的宣布作出之前或作出之時，有人要求以投票方式就有關決議表決，而其後該
要求未被撤回，則本條不具效力。
條： 591 要求投票表決的權利 L.N. 163 of 2013 03/03/2014
(1) 公司的章程細則的條文，如排除在成員大會上要求以投票方式就以下問題以外的任何問題表決
的權利—
(a) 選舉該成員大會的主席；或
(b) 將該成員大會延期，
該條文即屬無效。
(2) 公司的章程細則的條文，如令由以下人士在成員大會上提出的、以投票方式就第(1)(a)及(b)款
指明的問題以外的任何問題表決的要求無效—
(a) 最少5名有權在該成員大會上表決的成員；
(b) 佔全體有權在該成員大會上表決的成員的總表決權最少5%的一名或多於一名成員；或
(c) 該成員大會的主席，
該條文即屬無效。
(3) 成員如委任代表在公司成員大會上就某事宜進行表決，該委任即屬給予該代表授權，讓該代表
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可要求或聯同他人要求以投票方式就該事宜表決。
(4) 在應用第(2)款時，由某成員的代表提出的要求—
(a) 就第(2)(a)款而言，算作由該成員提出的要求；及
(b) 就第(2)(b)款而言，算作由佔該代表獲授權行使的表決權的成員所提出的要求。
條： 592 主席有責任要求投票表決 L.N. 163 of 2013 03/03/2014
於在成員大會上舉手表決的結果宣布之前或之時，成員大會的主席如從有關公司收到的代表委任書
得知，舉手表決的結果將會有異於投票表決的結果，該主席須要求投票表決。
條： 593 投票表決 L.N. 163 of 2013 03/03/2014
在公司成員大會上投票表決時，如有權投多於一票的成員投票，該成員無需—
(a) 使用所有的票；或
(b) 以同一方式投該成員使用的所有的票。
條： 594 公司有責任在成員大會的會議議事紀錄中記錄投票結果 L.N. 163 of 2013 03/03/2014
(1) 就某項在公司成員大會上以投票方式表決而定案的決議而言，該公司須在該成員大會的會議議
事紀錄中，記錄以下事宜—
(a) 投票結果；
(b) 可就該決議所投的票的總數；
(c) 對該決議的贊成票的數目；及
(d) 對該決議的反對票的數目。
(2) 如公司違反第(1)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款。
條： 595 就章程細則中關乎決定表決權利的條文而訂的保留條文 L.N. 163 of 2013 03/03/2014
本次分部不影響—
(a) 公司的章程細則中關乎以下事宜的條文—
(i) 規定對某人就某決議表決的權利提出的反對，須按照該等章程細則提出；及
(ii) 就該項反對作出的決定，是最終及定局的；或
(b) 可藉何種理由在法律程序中質疑該決定。
部：
分部：
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12
1
9
代表及法團代表 L.N. 163 of 2013 03/03/2014
條： 596 委任代表的權利 L.N. 163 of 2013 03/03/2014
(1) 除第(2)款另有規定外，公司成員有權委任另一人(不論該人是否該公司成員)為代表，代表該成
員行使其所有或任何以下權利︰出席該公司的成員大會，並在成員大會上發言及表決。
(2) 擔保有限公司的章程細則，可規定代表須屬該公司成員，而如有關公司的章程細則有此規定，
該公司的成員只可委任另一名成員為代表。
(3) 有股本的公司的成員可委任不同代表，以分別代表該成員所持有並在委任文書內指明的股份數
第 622 章 - 《公司條例》 231
目。
條： 597 成員大會通知須載有關於權利等的陳述 L.N. 163 of 2013 03/03/2014
(1) 公司須確保召開公司成員大會的通知，於合理顯眼的位置載有一項陳述，告知成員—
(a) 第596(1)及(3)條所訂的權利；及
(b) 第596(2)條所訂的規定。
(2) 如公司違反第(1)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款。
(3) 第(1)款遭違反，並不影響有關成員大會的有效性，或在該成員大會上作出的任何事情的有效
性。
條： 598 委任代表等所需的通知 L.N. 163 of 2013 03/03/2014
(1) 本條適用於—
(a) 委任代表；及
(b) 顯示委任代表的有效性所需的文件，或以其他方式關乎委任代表的文件。
(2) 公司的章程細則的條文，在具有以下效果的範圍內屬無效︰規定有關委任書或文件須在以下時
間之前送抵該公司或另一人—
(a) (如屬成員大會或經延期的成員大會)舉行該成員大會或經延期的成員大會的時間前的48小
時；
(b) (如有人要求投票表決，而投票是在該要求作出後的48小時後進行)指定的投票表決時間前
的24小時。
(3) 在計算第(2)款所述的期間時，公眾假期的任何部分不得計算在內。
條： 599 以電子形式送交關於代表的文件 L.N. 163 of 2013 03/03/2014
(1) 公司如在它發出的以下文件中，提供一個電子地址—
(a) 關乎某成員大會的代表委任文書；或
(b) 關乎該成員大會的委任代表邀請書，
須視為已同意任何關於該成員大會上的代表的文件或資料，均可在該文書或邀請書指明的條件
或限制的規限下，以電子方式送交該地址。
(2) 在第(1)款中，關於代表的文件包括—
(a) 就某成員大會委任代表的委任書；
(b) 顯示委任代表的有效性所需的文件，或以其他方式關乎委任代表的文件；及
(c) 終止代表的權力的通知。
條： 600 由公司倡議發出的委任代表邀請書 L.N. 163 of 2013 03/03/2014
(1) 公司不得為該公司的某成員大會的目的而自費向成員發出邀請書，邀請成員委任一名指明人士
或某個數目的指明人士為代表，但如該等邀請書是向全體有權獲送交該成員大會的通知及委派
代表在該成員大會上表決的成員發出的，則不在此限。
(2) 如—
(a) 應某成員的要求，向該成員發出指名有關代表的委任表格，或發出願意擔任代表的人的名
單；而
(b) 該表格或名單，是可應要求而提供予全體有權委派代表在有關成員大會上表決的成員的，
第 622 章 - 《公司條例》 232
則不屬違反第(1)款。
(3) 如公司違反第(1)款，該公司的每名責任人均屬犯罪，可各處第3級罰款。
條： 601 關於由公司發出的代表委任文書的規定 L.N. 163 of 2013 03/03/2014
(1) 本條適用於符合以下說明的代表委任文書︰由某公司向該公司的某成員發出、供該成員用於委
任代表出席該公司的成員大會並在該成員大會上表決。
(2) 上述代表委任文書，須使有關成員能夠按照其意向，指示有關代表就每項涉及在有關成員大會
上處理的事務的決議，表決贊成或表決反對(或在沒有指示的情況下，就該等決議行使該代表的
酌情決定權)。
條： 602 由代表主持成員大會 L.N. 163 of 2013 03/03/2014
(1) 代表可藉在某成員大會上通過的公司決議，獲推選為該成員大會的主席。
(2) 如有關公司的章程細則中，有條文述明誰人可或不可成為主席，則第(1)款受該條文規限。
條： 603 公司倡議的代表有責任按其委任文書指明的方式表決 L.N. 163 of 2013 03/03/2014
(1) 本條適用於由公司指名作為代表的人，不論該提名是在任何以下文書作出—
(a) 由該公司發出的、關乎某成員大會的代表委任文書；或
(b) 由該公司發出的、關乎該成員大會的委任代表邀請書。
(2) 如有權在有關成員大會上表決的成員，妥為委任有關的人為代表，則該人須在第588條的規限下
—
(a) 以代表的身分—
(i) 舉手表決；或
(ii) 投票表決；及
(b) 按該成員在有關代表委任書中指明的方式( 如有的話)表決。
(3) 如2名或多於2名有權在有關成員大會上表決的成員，妥為委任有關的人為代表，而他們在其代
表委任書中，指明不同表決方式，則—
(a) 在第588(2)條的規限下，該代表在舉手表決時，須按佔其獲授權在該成員大會上行使的總
表決權的過半數的一名或多於一名成員所指明的方式表決；而
(b) 如沒有過半數，則該代表不得舉手表決。
(4) 任何人明知而故意違反第(2)或(3)款，即屬犯罪，可處第3級罰款。
條： 604 終止代表的權力所需的通知 L.N. 163 of 2013 03/03/2014
(1) 本條適用於終止某人以代表身分行事的權力的通知(終止通知)。 (2) 除非在成員大會開始前，有關公司已收到終止某人以代表身分行事的權力的終止通知，否則該
項終止不影響—
(a) 是否有法定人數出席該成員大會(不論在決定該問題時，該代表是否已計算在內)；
(b) 該人作為該成員大會的主席作出的任何事情的有效性；或
(c) 該人在該成員大會上要求的投票表決的有效性。
(3) 除非有關公司—
(a) 在作出有關表決的成員大會或經延期的成員大會開始前，收到終止某人以代表身分行事的
權力的終止通知；或
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(b) (如屬有人要求投票表決的情況，而投票是在要求作出後的48小時後進行)在指定的投票表
決的時間前，收到終止某人以代表身分行事的權力的終止通知，
否則該項終止不影響該人作出的表決的有效性。
(4) 如有關公司的章程細則規定或容許成員向並非該公司的某人發出終止通知，則在第(2)及(3)款
中，提述收到通知的公司之處，在猶如它們是以下提述(視情況所需而定)的情況下具有效力—
(a) 對該人的提述；或
(b) 對該公司或該人的提述。
(5) 第(2)及(3)款的效力，受有關公司的章程細則中具有以下效果的條文規限︰規定終止通知須在
第(2)或(3)款指明的時間之前的某時間，送抵該公司或有關的另一人。
(6) 第(5)款受第(7)款規限。
(7) 有關公司的章程細則的條文，在具有以下效果的範圍內屬無效︰規定終止通知須在以下時間之
前，送抵該公司或另一人—
(a) (如屬成員大會或經延期的成員大會)舉行該成員大會或經延期的成員大會的時間前的48小
時；
(b) (如有人要求投票表決，而投票是在該要求作出後的48小時後進行)指定的投票表決時間前
的24小時。
(8) 在計算第(3)(b)及(7)款所述的期間時，公眾假期的任何部分不得計算在內。
條： 605 成員親身表決對代表的權力的影響 L.N. 163 of 2013 03/03/2014
(1) 如就股份委任代表的成員作出以下作為，則該代表就有關決議具有的權力須視為已被撤銷—
(a) 親身出席決定該決議的成員大會；及
(b) 就該決議而行使—
(i) 該等股份所附的表決權；或
(ii) (如該公司沒有股本)該成員有權行使的表決權。
(2) 即使有效的代表委任書，已由有權出席成員大會或在成員大會上發言或(以舉手或投票方式)表
決的成員向有關公司交付，或已代表成員如此交付，該成員仍然就該成員大會或經延期的該成
員大會享有出席、發言或表決的權利。
條： 606 代表法人團體出席會議 L.N. 163 of 2013 03/03/2014
(1) 法人團體可藉其董事或其他管治團體的決議—
(a) (如該法人團體是某公司的成員)授權該法人團體認為合適的人為其代表，出席該公司的任
何會議；及
(b) (如該法人團體是某公司的債權人(包括債權證持有人))授權該法人團體認為合適的人為其
代表，出席—
(i) 根據本條例的條文而舉行的該公司的債權人會議；或
(ii) 根據任何債權證或信託契據或其他文書的條文而舉行的該公司的債權人會議。
(2) 根據第(1)款獲授權的人有權代有關法人團體行使的權力，等同於假使該法人團體是有關公司的
個人成員、債權人或債權證持有人便能夠行使的權力。
條： 607 代表認可結算所出席會議 L.N. 163 of 2013 03/03/2014
(1) 《證券及期貨條例》(第571章)附表1第1部第1條所指的認可結算所本身或其代名人如是某公司
的成員，則可授權一名或多於一名該結算所認為合適的人為其代表，出席該公司的任何會議。
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(2) 如有多於一人根據第(1)款獲授權，有關授權書須指明每人獲如此授權所代表的股份的數目及類
別。
(3) 根據第(1)款獲授權的人有權代上述認可結算所(或其代名人)行使的權力，等同於假使該結算所
(或其代名人)是有關公司的個人成員便能夠行使的權力。
條： 608 關於章程細則賦予更廣泛的權利的保留條文 L.N. 163 of 2013 03/03/2014
本次分部並不阻止公司的章程細則向成員或代表賦予比本次分部所賦予的權利更廣泛的權利。
部：
分部：
次分部：
12
1
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周年成員大會 L.N. 163 of 2013 03/03/2014
條： 609 釋義 L.N. 163 of 2013 03/03/2014
在本次分部中—
會計參照期 (accounting reference period) 具有第368條給予該詞的涵義。
條： 610 舉行周年成員大會的規定 L.N. 163 of 2013 03/03/2014
(1) 除第(2)及(3)款另有規定外—
(a) 私人公司或擔保有限公司須就其每個財政年度，在其會計參照期(有關財政年度是參照該限
期而決定的)結束後的9個月內，舉行一次成員大會，作為其周年成員大會(該成員大會是在
該期間內舉行的任何其他會議以外的會議)；及
(b) 任何其他公司須就其每個財政年度，在其會計參照期(有關財政年度是參照該限期而決定
的)結束後的6個月內，舉行一次成員大會，作為其周年成員大會(該成員大會是在該期間內
舉行的任何其他會議以外的會議)。
(2) 如第(1)款所述的會計參照期是有關公司的首個會計參照期，而該參照期超過12個月，則—
(a) 如該公司屬私人公司或擔保有限公司，它須—
(i) 於該公司成立為法團的周年日後的9個月內，舉行一次成員大會，作為其周年成員大
會；或
(ii) 於該會計參照期結束後的3個月內，舉行一次成員大會，作為其周年成員大會，
兩者以較遲者為準；及
(b) 如該公司屬任何其他公司，它須—
(i) 於該公司成立為法團的周年日後的6個月內，舉行一次成員大會，作為其周年成員大
會；或
(ii) 於該會計參照期結束後的3個月內，舉行一次成員大會，作為其周年成員大會，
兩者以較遲者為準。
(3) 如某公司已藉第371條所指的董事決議，或藉根據該條交付處長的通知，縮短某會計參照期，則
—
(a) 如該公司屬私人公司或擔保有限公司，它須—
(i) 於該經縮短的會計參照期結束後的9個月內，舉行一次成員大會，作為其周年成員大
會；或
(ii) 於該董事決議的日期後的3個月內，舉行一次成員大會，作為其周年成員大會，
第 622 章 - 《公司條例》 235
兩者以較遲者為準；及
(b) 如該公司屬任何其他公司，它須—
(i) 於該經縮短的會計參照期結束後的6個月內，舉行一次成員大會，作為其周年成員大
會；或
(ii) 於該董事決議的日期後的3個月內，舉行一次成員大會，作為其周年成員大會，
兩者以較遲者為準。
(4) 第(1)、(2)及(3)款所述的私人公司，並不包括在有關財政年度的任何時間屬某公眾公司的附屬
公司的私人公司。
(5) 如於在其他情況下容許就某公司的某財政年度舉行周年成員大會的限期結束前，有人提出申
請，而原訟法庭因任何理由，認為延長該限期是合適的，原訟法庭可藉命令，將該限期延長一
段在該命令中指明的期間。
(6) 如於在其他情況下容許就某公司的某財政年度舉行周年成員大會的限期，已根據第(5)款延長，
則該公司須在經如此延長的限期內舉行成員大會，作為其周年成員大會。
(7) 如公司違反第(1)、(2)、(3)或(6)款，原訟法庭可應有關公司任何成員的申請—
(a) 召開或指示召開該公司的成員大會；及
(b) 作出原訟法庭認為合宜的附帶或相應指示，包括—
(i) 內容為在召開、舉行及進行該成員大會方面，對該公司的章程細則的施行予以變通或
補充的指示；及
(ii) 內容為該公司一名成員親身出席或委派代表出席須視為構成會議的指示。
(8) 除原訟法庭另有指示外，根據第(7)款舉行的成員大會，須視為有關公司就它沒有按照本條為之
舉行周年成員大會的財政年度而舉行的周年成員大會。
(9) 如公司違反第(1)、(2)、(3)或(6)款，或違反根據第(7)款作出的指示，該公司及其每名責任人
均屬犯罪，可各處第5級罰款。
條： 611 對不活動公司豁免舉行周年成員大會的規定 L.N. 163 of 2013 03/03/2014
(1) 公司如屬第5(1)條所指的不活動公司，則第610條不適用於該公司。
(2) 如上述公司進行任何會計交易，則自該會計交易的日期起，第(1)款不再具有效力。
條： 612 公司無須舉行周年成員大會的情況 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，公司無須按照第610條舉行周年成員大會—
(a) 所有須在或擬在該成員大會上(藉決議或其他方式)作出的事情，均藉書面決議作出；而
(b) 如無本款規定本須根據本條例在該成員大會上提交該公司省覽或交出的每份文件的文本，
均已在該書面決議傳閱日期當日或之前，向每名成員提供。
(2) 公司如有以下情況，亦無須按照第610條舉行周年成員大會—
(a) 該公司只有一名成員；或
(b) 以下所有說明均獲符合—
(i) 該公司已藉按照第613(1)條通過的決議，免除舉行該周年成員大會；
(ii) 該公司未有根據第614(1)條撤銷該決議，或該公司雖然已根據該條撤銷該決議，
但根據第614(2)(b)條無須舉行周年成員大會；
(iii) 該公司沒有成員根據第613(5)條要求舉行該周年成員大會。
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條： 613 免除舉行周年成員大會 L.N. 163 of 2013 03/03/2014
(1) 公司可藉按照第(3)款通過的決議，免除按照第610條舉行周年成員大會。
(2) 第(1)款所述的決議，可藉一項書面決議通過，亦可在某成員大會上通過。
(3) 儘管本條例任何其他條文另有規定，第(1)款所述的決議須獲有關公司所有符合以下說明的成員
通過，方視為通過—
(a) 在該決議的日期有權就該決議表決；或
(b) (如屬書面決議)在該決議的傳閱日期有權就該決議表決。
(4) 第(1)款所指的決議—
(a) (凡第610條指明為某財政年度舉行有關公司的周年成員大會的限期已屆滿)就該財政年度不
具效力；及
(b) 並不影響任何因沒有舉行周年成員大會而已招致的法律責任。
(5) 如周年成員大會若非有本條規定本須於某限期內就某財政年度舉行，而該成員大會並未舉行，
則有關公司的任何成員可要求就該財政年度舉行周年成員大會；但該要求須在該限期結束前的3
個月之前，藉向該公司發出通知提出。
(6) 第(5)款所述的通知，須採用印本形式或電子形式發出。
(7) 如有第(5)款所述的通知發出，則第610條就該通知所關乎的財政年度而適用。
條： 614 撤銷免除周年成員大會的決議 L.N. 163 of 2013 03/03/2014
(1) 公司可藉通過表明撤銷一項第613(1)條所述的決議的普通決議，撤銷該項決議。
(2) 如第613(1)條所述的決議遭撤銷，或因其他原因而不再具有效力，有關公司—
(a) 須按照第610條舉行周年成員大會；但
(b) 無須就某財政年度舉行周年成員大會(指若非有本段本須在該決議不再具有效力後的3個月
內舉行者)。
(3) 凡有關公司有責任按照根據第613(5)條發出的通知，就某財政年度舉行周年成員大會，第(2)款
並不影響該責任。
條： 615 成員有權力要求傳閱周年成員大會的決議 L.N. 163 of 2013 03/03/2014
(1) 如公司根據第610條須舉行周年成員大會，該公司的成員可要求該公司向有權收到該周年成員大
會的通知的公司成員，發出關於可在該成員大會上恰當地動議並擬在該成員大會上動議的決議
的通知。
(2) 公司如收到以下成員的要求，要求發出某決議的通知，則須發出該通知—
(a) 佔全體有權在該要求所關乎的周年成員大會上，就該決議表決的成員的總表決權最少2.5%
的公司成員；或
(b) 最少50名有權在該要求所關乎的周年成員大會上就該決議表決的成員。
(3) 要求—
(a) 可採用印本形式或電子形式送交有關公司；
(b) 須指出有待發出通知所關乎的決議；
(c) 須經所有提出該要求的人認證；及
(d) 須於以下時間送抵該公司—
(i) 該要求所關乎的周年成員大會舉行前的6個星期之前；或
(ii) (如在上述時間之後送抵該公司的話)該成員大會的通知發出之時。
第 622 章 - 《公司條例》 237
條： 616 公司有責任傳閱周年成員大會的決議 L.N. 163 of 2013 03/03/2014
(1) 根據第615條須就某決議發出通知的公司須—
(a) 按發出有關周年成員大會的通知的同樣方式；及
(b) 在發出該成員大會的通知的同時，或在發出該成員大會的通知後，在合理的切實可行的範
圍內盡快，
自費將該決議的通知的文本，送交每名有權收到該成員大會的通知的公司成員。
(2) 可在某周年成員大會上處理的事務，包括已按照第(1)款發出的通知所關乎的決議。
(3) 就第(2)款而言，即使意外遺漏向一名或多於一名成員發出通知，該通知仍須視為已按照第(1)
款發出。
(4) 如公司違反第(1)款，該公司及其每名責任人均屬犯罪，可各處第5級罰款。
部：
分部：
次分部：
12
1
11
決議及會議的紀錄 L.N. 163 of 2013 03/03/2014
條： 617 公司只有一名成員時的書面紀錄 L.N. 163 of 2013 03/03/2014
(1) 如某公司只有一名成員，而該成員作出符合以下說明的決定—
(a) 可由該公司在成員大會上作出；及
(b) 在猶如已獲該公司在成員大會上同意的情況下具有效力，
本條即適用。
(2) 除非有關決定是以書面決議方式作出，否則有關成員須在作出該決定後的7日內，向該公司提供
該決定的書面紀錄。
(3) 任何人違反第(2)款，即屬犯罪，可處第3級罰款。
(4) 第(2)款遭違反，並不影響該款所述的任何決定的有效性。
條： 618 決議及會議等的紀錄 L.N. 163 of 2013 03/03/2014
(1) 公司須備存包含以下各項的紀錄—
(a) 所有並非在成員大會上通過的成員決議的文本；
(b) 成員大會的所有議事程序的紀錄；及
(c) 所有按照第617(2)條或《前身條例》第116BC(1)條向該公司提供的書面紀錄。
(2) 公司須備存第(1)款所指的文本、議事程序的紀錄或書面紀錄最少10年，該期間自有關決議、會
議或決定(視屬何情況而定)的日期起計。
(3) 如公司違反第(1)或(2)款，該公司及其每名責任人均屬犯罪，可各處第5級罰款，如有關罪行是
持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$1000。
條： 619 須於何處備存紀錄 L.N. 163 of 2013 03/03/2014
(1) 公司須將第618條所述的紀錄備存於—
(a) 該公司的註冊辦事處；或
(b) 某訂明地方。
(2) 公司須將第618條所述的紀錄備存所在的地方，通知處長。該通知須符合指明格式，並須在該等
第 622 章 - 《公司條例》 238
紀錄首次在該地方備存後的15日內，交付處長登記。
(3) 凡第618條所述的紀錄備存所在的地方有任何更改(公司的註冊辦事處地址的更改除外)，公司須
將更改通知處長。該通知須符合指明格式，並須在該更改後的15日內，交付處長登記。
(4) 第(2)款並不規定公司在以下情況下，將第618條所述的紀錄備存所在的地方通知處長—
(a) 就於本條的生效日期*當日或之後開始存在的紀錄而言，該紀錄時刻備存於該公司的註冊辦
事處；或
(b) 該紀錄—
(i) 在緊接該生效日期*前，由該公司為《前身條例》第119A條的施行而備存；而
(ii) 於該生效日期*當日及之後，為第618條的施行而備存於在緊接該生效日期*前備存
該紀錄所在的地方。
(5) 如公司違反第(1)、(2)或(3)款，該公司及其每名責任人均屬犯罪，可各處第5級罰款，如有關
罪行是持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$1000。
(6) 在本條中—
訂明 (prescribed) 指根據第657條訂立的規例所訂明。 ___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 620 查閱及要求文本的權利 L.N. 163 of 2013 03/03/2014
(1) 公司的成員一經以訂明方式提出要求，即有權按照根據第657條訂立的規例，免費查閱該公司根
據第618條備存的紀錄。
(2) 有關公司的成員一經提出要求及繳付訂明費用，即有權按照根據第657條訂立的規例，獲提供任
何上述紀錄的文本。
(3) 在本條中—
訂明(prescribed)指根據第657條訂立的規例所訂明。
條： 621 紀錄作為決議等的證據 L.N. 163 of 2013 03/03/2014
(1) 如並非在成員大會上通過的成員決議的紀錄，是根據第618(1)(a)條備存的，而該紀錄看來是由
有關公司的任何董事或公司秘書簽署，則—
(a) 該紀錄是該決議獲通過的證據；及
(b) 在相反證明成立之前，本條例中關於該等議事程序的規定須視為已獲遵守。
(2) 如成員大會的議事程序紀錄看來是由該成員大會的主席簽署，或看來是由下一次成員大會的主
席簽署，該紀錄是該等議事程序的證據。
(3) 如關於公司某成員大會的議事程序紀錄的紀錄，是根據第618(1)(b)條備存的，則在相反證明成
立之前—
(a) 該成員大會須視為已妥為舉行及召開；
(b) 該成員大會上的一切議事程序，均須視為已妥為進行；及
(c) 所有在該成員大會上作出的委任，均須視為有效。
(4) 如公司只有一名成員，而該成員按照第617(2)條，向該公司提供一份關於某決定的書面紀錄，
則該紀錄是該成員已作出該決定的充分證據。
第 622 章 - 《公司條例》 239
條： 622 某些決議等的註冊及關於某些決議等的規定 L.N. 163 of 2013 03/03/2014
(1) 本條適用於—
(a) 特別決議，但根據第107或770條通過的更改公司名稱的特別決議除外；
(b) 符合以下說明的決議：該決議已獲公司全體成員同意，而該決議如非如此獲同意，則除非
以特別決議的方式通過，否則就其本身的目的而言本屬無效；
(c) 符合以下說明的決議或協議：該決議或協議已獲某類別的全體成員同意，而該決議或協議
如非如此獲同意，則除非獲特定過半數成員通過或以某種其他特定方式通過，否則就其本
身的目的而言本屬無效；
(d) 雖然未獲所有屬某類別的成員同意但實際上約束該等成員的決議或協議；
(e) 為第359(1)(b)(iii)條的目的而給予的同意所構成的協議；
(f) 為第360(1)(a)、(2)(a)(i)、(2)(b)(i)或(2)(c)(i)條的目的而通過的決議；
(g) 根據第613條獲通過的決議；
(h) 根據《公司(清盤及雜項條文)條例》(第32章)第228(1)(a)條通過的一項規定某公司須自發
清盤的決議；
(i) 更改公司的章程細則中任何事宜或條文(指該等章程細則明文批准可藉普通決議而更改者)
的決議；
(j) 原訟法庭更改某公司的章程細則的命令，而根據第96條，該命令的文本是須交付予處長
的；及
(k) 原訟法庭更改(a)、(b)、(c)、(d)、(e)、(f)、(g)、(h)或(i)段提述的決議或協議的命
令。
(2) 有關公司須於第(1)(k)款所指的命令作出後的15日內，或於有關決議通過後的15日內，或於有
關協議訂立後的15日內，將該命令、決議或協議的文本交付處長登記。
(3) 有關公司須確保當其時有效的決議、協議或原訟法庭命令的文本，被收錄或附錄於(視屬何情況
而定) —
(a) 每份在該決議通過後發出的章程細則；或
(b) 每份在該協議訂立後或該原訟法庭命令作出後發出的章程細則。
(4) 如原有公司的章程細則未根據本條例或任何《舊有公司條例》註冊，第(3)款不適用於該公司。
(5) 如有關公司是原有公司，而其章程細則並未根據本條例或任何《舊有公司條例》註冊，該公司
須應任何成員的要求，免費向該成員送交當其時有效的決議、協議或原訟法庭命令的文本。
(6) 如有關決議或協議並非以書面作出，則在第(2)、(3)及(5)款中提述該決議或協議的文本之處，
須解釋為列出該決議或協議的條款的書面備忘錄。
(7) 如公司違反第(2)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$300。
(8) 如公司違反第(3)或(5)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款。
(9) 就第(7)及(8)款而言，公司的清盤人或臨時清盤人須視為該公司的高級人員。
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第 622 章 - 《公司條例》 240
條： 623 對有股本的公司的某類別的股份的股份持有人的會議的適
用範圍
L.N. 163 of 2013 03/03/2014
(1) 除第(2)及(3)款另有規定外，本分部(第10次分部除外)經必需的變通後，就某類別的公司股份
的股份持有人的會議而適用，一如本分部就成員大會而適用。
(2) 第566、567、568、570及575條並不就某類別的公司股份的股份持有人的會議而適用。
(3) 除第(2)款所述的各條文外，第585及591條並不就關於更改某類別的股份所附帶的權利的會議
(更改某類別的股份權利的會議)而適用。 (4) 更改某類別的股份權利的會議的法定人數是—
(a) (如並非屬經延期的會議)2名合共持有最少三分之一的有關類別的股份的股份持有人的總表
決權的人親身出席或委派代表出席會議；及
(b) (如屬經延期的會議)一名持有任何屬該類別的股份的人親身出席或委派代表出席會議。
(5) 就第(4)款而言，如任何人委派代表出席，而該代表獲授權就某些股份行使表決權，該人須視為
只持有該等股份。
(6) 在更改某類別的股份權利的會議中，親身出席或委派代表出席的任何屬該類別的股份的股份持
有人，可要求以投票方式表決。
(7) 就本條而言—
(a) 修訂公司的章程細則的條文以更改某類別的股份所附帶的權利，或將該等條文加插在章程
細則內，均須視為更改該等權利；及
(b) 提述更改某類別的股份所附帶的權利，包括廢止該等權利。
條： 624 對無股本的公司的某類別成員的會議的適用範圍 L.N. 163 of 2013 03/03/2014
(1) 除第(2)及(3)款另有規定外，本分部(第10次分部除外)經必需的變通後，就公司某類別成員的
會議而適用，一如本分部就成員大會而適用。
(2) 第566、567、568、570及575條並不就某類別成員的會議而適用。
(3) 除第(2)款所述的各條文外，第585及591條並不就關於更改某類別成員的權利的會議(更改某類 別成員權利的會議)而適用。
(4) 更改某類別成員權利的會議的法定人數是—
(a) (如並非屬經延期的會議)2名合共佔最少三分之一的有關類別成員的總表決權的成員親身出
席或委派代表出席會議；及
(b) (如屬經延期的會議)一名屬該類別的成員親身出席或委派代表出席會議。
(5) 在更改某類別成員權利的會議中，親身出席或委派代表出席的成員可要求以投票方式表決。
(6) 就本條而言—
(a) 修訂公司的章程細則的條文以更改某類別成員的權利，或將該等條文加插在章程細則內，
均須視作更改該等權利；及
(b) 提述更改某類別成員的權利，包括廢止該等權利。
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第 622 章 - 《公司條例》 241
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導言 L.N. 163 of 2013 03/03/2014
條： 625 釋義 L.N. 163 of 2013 03/03/2014
在本部中—
訂明 (prescribed) 指根據第657條訂立的規例所訂明。
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成員登記冊 L.N. 163 of 2013 03/03/2014
條： 626 釋義 L.N. 163 of 2013 03/03/2014
在本次分部中—
登記支冊 (branch register) 除在第640條以外，指根據第636條備存的成員登記支冊。
條： 627 成員登記冊 L.N. 163 of 2013 03/03/2014
(1) 公司須備存一份採用中文或英文的成員登記冊。
(2) 公司須將以下詳情記入成員登記冊—
(a) 其成員的姓名或名稱及地址；
(b) 每人被記入該登記冊成為成員的日期；及
(c) 任何人不再是成員的日期。
(3) 有股本的公司須將述明以下事宜的陳述，連同有關成員的姓名或名稱及地址，記入成員登記冊
—
(a) 每名成員所持股份，如該等股份有號碼，則須以其號碼將每一股份加以識別；及
(b) 已就每名成員的股份繳付的款額，或獲同意視為已就每名成員的股份繳付的款額。
(4) 公司須在收到關於第(2)及(3)款規定的詳情的通知後的2個月內，將有關詳情記入成員登記冊。
(5) 如第(2)(c)款所述的人在某日期不再是成員，所有在登記冊內於該日期是關乎該人的記項，可
在自該日期起計的10年的限期結束後，予以銷毀。
(6) 公司須保留在緊接第(5)款生效日期*前列入成員登記冊的細節的文本，直至有關成員不再是成
員後的10年為止。
(7) 如公司違反第(1)、(4)或(6)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關
罪行是持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 628 須於何處備存登記冊 L.N. 163 of 2013 03/03/2014
(1) 公司須將其成員登記冊備存於—
(a) 該公司的註冊辦事處；或
第 622 章 - 《公司條例》 242
(b) 某訂明地方。
(2) 公司須將成員登記冊備存所在的地方，通知處長。該通知須符合指明格式，並須在該登記冊首
次在該地方備存後的15日內，交付處長登記。
(3) 凡成員登記冊備存所在的地方有任何更改(公司的註冊辦事處地址的更改除外)，公司須將更改
通知處長。該通知須符合指明格式，並須在該更改後的15日內，交付處長登記。
(4) 第(2)款並不規定公司在以下情況下，將成員登記冊備存所在的地方通知處長—
(a) 就於本條的生效日期*當日或之後開始存在的登記冊而言，該登記冊時刻備存於該公司的註
冊辦事處；或
(b) 在—
(i) 緊接該生效日期*前，該公司為《前身條例》第95條的施行而備存某登記冊；而
(ii) 該生效日期*當日及之後，該登記冊為第627條的施行而備存於在緊接該生效日期*
前備存該登記冊所在的地方，作為成員登記冊。
(5) 如公司違反第(1)、(2)或(3)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關
罪行是持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 629 公司只有一名成員的陳述 L.N. 163 of 2013 03/03/2014
(1) 如在某人不再是某公司的成員後，該公司的成員人數隨之而減至一人，則在該人不再是成員一
事根據第627(2)(c)條記入其成員登記冊的日期後的15日內，該公司須將以下事項記入該登記冊
—
(a) 一項述明該公司只有一名成員的陳述；及
(b) 該公司成為只有一名成員的公司的日期。
(2) 如某公司的成員人數由一人增加至2人或多於2人，則在新成員的詳情根據第627(2)條記入其成
員登記冊的日期後的15日內，該公司須將以下事項記入該登記冊—
(a) 一項述明該公司不再只有一名成員的陳述；及
(b) 該情況發生的日期。
(3) 如公司違反第(1)或(2)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是
持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
條： 630 成員索引 L.N. 163 of 2013 03/03/2014
(1) 凡公司有超過50名成員，除非其成員登記冊所採用的形式使其本身已具備索引的功能，否則該
公司須備存公司成員的姓名或名稱索引。
(2) 有關公司須在其成員登記冊有任何更改的日期後的15日內，對有關索引作出任何必需的更改。
(3) 有關公司須確保有關索引就每名成員載有足夠的標示，使人能輕易找到登記冊內關於該成員的
記述。
(4) 有關公司須將有關索引時刻備存於備存其成員登記冊所在的地方。
(5) 如公司違反第(1)、(2)、(3)或(4)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如
有關罪行是持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
第 622 章 - 《公司條例》 243
條： 631 查閱及要求文本的權利 L.N. 163 of 2013 03/03/2014
(1) 公司的成員一經以訂明方式提出要求，即有權按照根據第657條訂立的規例，免費查閱該公司的
成員登記冊及成員的姓名或名稱索引。
(2) 任何其他人一經以訂明方式提出要求及繳付訂明費用，均有權按照根據第657條訂立的規例，查
閱上述登記冊及索引。
(3) 任何人一經提出要求及繳付訂明費用，均有權按照根據第657條訂立的規例，獲提供上述登記冊
或索引(或其任何部分)的文本。
條： 632 閉封成員登記冊的權力 L.N. 163 of 2013 03/03/2014
(1) 公司可在按照第(2)款發出通知後，將其成員登記冊或該登記冊內關乎持有任何類別的股份的成
員的部分，閉封一段或多於一段期間，但在任何一年之中，閉封期合計不得超過30日。
(2) 第(1)款所指的通知—
(a) 如由上市公司發出，則—
(i) 須按照適用於有關證券市場的《上市規則》發出；或
(ii) 須藉在一份於香港廣泛流通的報章上的廣告發出；及
(b) 如由任何其他公司發出，則須藉在一份於香港廣泛流通的報章上的廣告發出。
(3) 就任何一年而言，第(1)款所述的30日期間，可藉於該年內通過的公司成員的決議，予以延長。
(4) 第(1)款所述的30日期間，不得在任何年度延長一段超過30日的額外期間，或多於一段合計超過
30日的額外期間。
(5) 如有人尋求查閱根據本條閉封的登記冊或登記冊的任何部分，而該人提出要求，有關公司須應
有關要求，提供由該公司的公司秘書簽署的證明書，述明該登記冊或該登記冊部分被閉封的期
間，以及述明誰人授權閉封。
(6) 如公司違反第(5)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款。
條： 633 原訟法庭更正登記冊的權力 L.N. 163 of 2013 03/03/2014
(1) 如—
(a) 任何人的姓名或名稱在無充分因由下，被記入某公司的成員登記冊，或從某公司的成員登
記冊略去；或
(b) 任何人已不再是成員一事，沒有記入該登記冊，或在將該事記入該登記冊一事上，出現不
必要的延遲，
則任何感到受屈的人、該公司任何成員或該公司，均可向原訟法庭申請，要求更正該登記冊。
(2) 如有根據第(1)款提出的申請，原訟法庭可—
(a) 拒絕批准該申請；或
(b) 在符合第167條的規定下，命令更正有關登記冊，以及命令有關公司向任何感到受屈的一方
支付該方所蒙受的任何損害賠償。
(3) 在符合第167條的規定下，原訟法庭可應第(1)款所指的申請—
(a) 就關乎任何人(該人須屬要求將該人的姓名或名稱記入登記冊或從登記冊略去的申請的一
方)的所有權的問題作出判決，不論該問題—
(i) 是在成員之間或指稱成員之間產生；或
(ii) 是在成員或指稱成員與公司之間產生；及
(b) 概括地就對更正該登記冊屬必需予以決定或宜予決定的問題，作出判決。
(4) 如本條例規定公司須將關乎其成員的詳情交付處長登記，原訟法庭在作出更正登記冊的命令
第 622 章 - 《公司條例》 244
時，須藉其命令，指示該公司向處長發出關於該項更正的通知。
條： 634 信託不得記入登記冊 L.N. 163 of 2013 03/03/2014
關於任何明訂、隱含或法律構定信託的通知，均不得—
(a) 記入有關公司的成員登記冊；或
(b) 獲處長接收。
條： 635 在沒有相反證據下登記冊是證明 L.N. 163 of 2013 03/03/2014
在沒有相反證據的情況下，成員登記冊即屬本條例規定或准許加入該登記冊的事宜的證明。
條： 636 成員登記支冊 L.N. 163 of 2013 03/03/2014
(1) 如有股本的公司的章程細則批准它在香港以外地方備存該公司居於當地的成員的登記支冊，該
公司可於當地備存該登記支冊。
(2) 開始備存登記支冊的公司，須在如此行事後的15日內，將符合指明格式的通知交付處長登記，
該通知須述明備存該登記支冊所在的地址。
(3) 備存登記支冊的公司，須在備存該登記支冊所在的地址有所更改後的15日內，就更改該地址一
事，將符合指明格式的通知，交付處長登記。
(4) 如公司違反第(2)或(3)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是
持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
條： 637 備存登記支冊 L.N. 163 of 2013 03/03/2014
(1) 登記支冊的備存方式，須等同於按本條例規定的備存有關公司的成員登記冊(登記主冊)的方 式。
(2) 於某地方備存登記支冊的公司，可按根據第632條閉封有關登記主冊的同樣方式，閉封該登記支
冊，但該條所述的廣告，須於在該地方廣泛流通的報章上刊登。
(3) 備存登記支冊的公司須—
(a) 安排於備存該公司的登記主冊所在的地方，備存該登記支冊的複本；及
(b) 於在該登記支冊作出記項後15日內—
(i) 將該記項的文本，傳轉至其註冊辦事處；及
(ii) 更新該登記支冊的複本。
(4) 就本條例的所有目的而言，登記支冊的複本，須視為登記主冊的一部分。
(5) 在本條例條文的規限下，公司可藉其章程細則，就備存登記支冊的事宜，訂立它認為合適的條
文。
(6) 如公司違反第(3)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
條： 638 在登記支冊內登記的股份的交易 L.N. 163 of 2013 03/03/2014
(1) 在某公司的登記支冊內登記的股份，須與在該公司的成員登記冊內登記的股份有所區分。
(2) 關於在某登記支冊內登記的任何股份的交易，在該項登記持續有效期間，不得在任何其他登記
冊內登記。
第 622 章 - 《公司條例》 245
條： 639 中止登記支冊 L.N. 163 of 2013 03/03/2014
(1) 公司可中止登記支冊。
(2) 如某公司中止登記支冊，該登記支冊的所有記項，均須轉移至—
(a) 該公司在香港以外的同一地方備存的另一登記支冊；或
(b) 該公司的成員登記冊。
(3) 如某公司中止登記支冊，該公司須在如此行事後的15日內，將符合指明格式的通知交付處長登
記，告知處長以下事項—
(a) 中止該登記支冊；及
(b) 所有記項轉移至的登記冊。
(4) 如公司違反第(3)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
條： 640 關於非香港公司在香港備存的登記支冊的條文 L.N. 163 of 2013 03/03/2014
根據在香港以外任何地方施行的法律成立為法團的公司，如根據該等法律有權在香港備存其居於香
港的成員的登記支冊，財政司司長可藉命令，作出內容如下的指示—
(a) 該等登記支冊須備存於該命令指明的某個在香港的地方；
(b) 在該命令指明的任何變通或適應性修改的規限下，第631及633條適用於該等在香港備存的
登記支冊，並就該等登記支冊而適用，一如該等條文適用於成員登記冊並就成員登記冊而
適用。
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董事登記冊 L.N. 163 of 2013 03/03/2014
條： 641 董事登記冊 L.N. 163 of 2013 03/03/2014
(1) 公司須備存一份採用中文或英文的董事登記冊。
(2) 除第56(5)、(6)(a)及(7)(a)條另有規定外，公司須將每名屬該公司的董事或備任董事(如有的
話)的人的所需詳情(第643條指明者)，記入董事登記冊。
(3) 公司須將董事登記冊備存於—
(a) 該公司的註冊辦事處；或
(b) 某訂明地方。
(4) 公司須將董事登記冊備存所在的地方，通知處長。該通知須符合指明格式，並須在該登記冊首
次在該地方備存後的15日內，交付處長登記。
(5) 凡董事登記冊備存所在的地方有任何更改(公司的註冊辦事處地址的更改除外)，公司須將更改
通知處長。該通知須符合指明格式，並須在該更改後的15日內，交付處長登記。
(6) 第(4)款並不規定公司在以下情況下，將董事登記冊備存所在的地方通知處長—
(a) 就於本條的生效日期*當日或之後開始存在的登記冊而言，該登記冊時刻備存於該公司的註
冊辦事處；或
(b) 在—
(i) 緊接該生效日期*前，該公司為《前身條例》第158條的施行而備存某登記冊；而
第 622 章 - 《公司條例》 246
(ii) 該生效日期*當日及之後，該登記冊在其關乎該公司的董事或備任董事的範圍內，
為第(1)款的施行而備存於在緊接該生效日期*前備存該登記冊所在的地方，作為董事
登記冊。
(7) 如公司違反第(1)、(2)、(3)、(4)或(5)款，該公司及其每名責任人均屬犯罪，可各處第4級罰
款，如有關罪行是持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 642 查閱及要求文本的權利 L.N. 163 of 2013 03/03/2014
(1) 公司的成員一經以訂明方式提出要求，即有權按照根據第657條訂立的規例，免費查閱該公司的
董事登記冊。
(2) 任何其他人一經以訂明方式提出要求及繳付訂明費用，均有權按照根據第657條訂立的規例，查
閱有關登記冊。
(3) 任何人一經提出要求及繳付訂明費用，均有權按照根據第657條訂立的規例，獲提供有關登記冊
(或其任何部分)的文本。
條： 643 須登記的董事的詳情 L.N. 163 of 2013 03/03/2014
附註：
第(1)(a)(ii)、(2)(b)及(3)(b)款(在該條與通訊地址有關的範圍內)及第(5)款尚未實施。
(1) 如公司是私人公司(但如公司屬某公司集團的成員，而有上市公司屬該公司集團的成員，則屬例
外)，其董事登記冊須載有每名董事的以下詳情—
(a) 如有關董事是自然人—
(i) 現時的名字及姓氏、前用名字或姓氏(如有的話)及別名(如有的話)；
(ii) 通常住址及通訊地址；及
(iii) 身分證號碼或(如該董事沒有身分證)所持有的任何護照的號碼及簽發國家；及
(b) 如有關董事是法人團體，其法人名稱及註冊辦事處或主要辦事處的地址。
(2) 如公司是公眾公司、擔保有限公司或私人公司(指屬某公司集團的成員的私人公司，而有上市公
司屬該公司集團的成員)，其董事登記冊須載有每名董事的以下詳情—
(a) 現時的名字及姓氏、前用名字或姓氏(如有的話)及別名(如有的話)；
(b) 通常住址及通訊地址；及
(c) 身分證號碼或(如該董事沒有身分證)所持有的任何護照的號碼及簽發國家。
(3) 如公司是只有一名成員的私人公司，而該成員是該公司的唯一董事，其董事登記冊須載有該公
司的備任董事(如有的話)的以下詳情—
(a) 現時的名字及姓氏、前用名字或姓氏(如有的話)及別名(如有的話)；
(b) 通常住址及通訊地址；及
(c) 身分證號碼或(如該董事沒有身分證)所持有的任何護照的號碼及簽發國家。
(4) 在本條中—
名字 (forename) 包括教名或取名； 住址 (residential address)—
(a) 不包括在酒店的地址，但如該地址所關乎的人據稱就本條而言並無其他永久性地址，則屬
例外；及
第 622 章 - 《公司條例》 247
(b) 不包括郵政信箱號碼；
姓氏 (surname) 就一個通常以有別於姓氏的稱銜為人所認識的人而言，指該稱銜。 (5) 就第(1)(a)(ii)、(2)(b)及(3)(b)款而言，通訊地址不得是郵政信箱號碼。
(6) 在本條中，提述前用名字或姓氏—
(a) 就任何人而言，不包括—
(i) 在該人年滿18歲之前已被更改或棄用的名字或姓氏；及
(ii) 已被更改或棄用最少20年的名字或姓氏；
(b) 就通常以有別於姓氏的稱銜為人所認識的人而言，不包括該人於採用或繼承該稱銜之前為
人所認識的姓名；及
(c) 就已婚女士而言，不包括她於婚前為人所認識的名字或姓氏。
(7) 財政司司長可藉在憲報刊登的公告，修訂第(1)、(2)、(3)、(4)、(5)或(6)款。
條： 644 保障某些詳情免受查閱
附註：
尚未實施
(1) 儘管有第642(1)、(2)及(3)條的規定，公司可保留以下載於其董事登記冊的詳情，而不向查閱
該登記冊或要求獲提供該登記冊或其任何部分的文本的人，提供該等詳情—
(a) 作為某董事或備任董事的通常住址而載於該登記冊的地址；及
(b) 某董事的身分證或護照號碼，或某備任董事的身分證或護照號碼。
(2) 公司只可按訂明方式及在訂明範圍內，行使第(1)款所指的權力。
條： 645 將董事的委任及更改通知處長的責任 L.N. 163 of 2013 03/03/2014
附註：
第645(5)條尚未實施。
(1) 如某人獲委任為公司的董事(但根據第453(3)或(4)條或第454(2)或(3)條委任者除外)，該公司
須在該項委任作出後的15日內，將符合指明格式的通知交付處長登記，該通知須載有—
(a) 該公司的董事登記冊指明的該董事的詳情；
(b) 一份陳述書，述明該人已接受該項委任；及
(c) (如該人屬自然人)一份陳述書，述明該人已年滿18歲。
(2) 有關公司須在提名任何人為其備任董事後的15日內，將符合指明格式的通知交付處長登記，該
通知須載有所有關乎該人且須載於該公司的董事登記冊的詳情。
(3) 如某人獲提名為私人公司的備任董事，該公司須在該項提名作出後的15日內，將符合指明格式
的陳述書交付處長登記，該陳述書須述明該人已接受該項提名以及該人已年滿18歲。
(4) 如某人停止擔任公司的董事或備任董事，或公司的董事登記冊所載的詳情有任何更改，該公司
須在該人停任後或有關詳情有所更改後的15日內，將符合指明格式的通知交付處長登記，該通
知須載有—
(a) 該人停任或有關詳情有所更改的詳情，以及該事件發生的日期；及
(b) 該格式指明的其他事項。
(5) 如第56(7)(b)條不容許有關公司在第(4)款所指的通知內，述明某董事的通訊地址已改為該條第
(i)或(ii)節指明的地址以外的地址，則第(4)款並不就該更改而適用。
(6) 如公司違反第(1)、(2)、(3)或(4)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如
第 622 章 - 《公司條例》 248
有關罪行是持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
條： 646 董事的披露責任 L.N. 163 of 2013 03/03/2014
(1) 公司董事須就關乎該董事並就第643及645條而言屬所需的事宜，向該公司發出通知。
(2) 公司備任董事須就關乎該備任董事並就第643及645條而言屬所需的事宜，向該公司發出通知。
(3) 任何人違反第(1)或(2)款，即屬犯罪，可處第4級罰款。
條： 647 處長須備存董事索引 L.N. 163 of 2013 03/03/2014
附註：
第647(4)及(5)條尚未實施。
(1) 處長須備存關於每名屬公司董事或私人公司備任董事的人的索引。
(2) 上述索引所載的詳情，須包含每名董事或備任董事的以下詳情—
(a) 有關董事或備任董事的姓名或名稱及地址；
(b) 就該董事或備任董事送交處長的最新詳情；及
(c) 可辨別出的該董事或備任董事擔任董事或備任董事的每間公司的名稱。
(3) 根據本條備存的索引，須開放予任何人在繳付訂明費用後查閱。
(4) 儘管有第(3)款的規定，以下載於有關索引的詳情，不得根據該款開放予任何人查閱—
(a) 有關董事或備任董事的通常住址；及
(b) 該董事的身分證或護照的完整號碼，或該備任董事的身分證或護照的完整號碼。
(5) 即使有關董事或備任董事的通訊地址與通常住址相同，第(4)款並不影響將該董事或備任董事的
通訊地址包含在有關索引內，該款亦不影響根據第(3)款查閱該通訊地址。
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公司秘書登記冊 L.N. 163 of 2013 03/03/2014
條： 648 公司秘書登記冊 L.N. 163 of 2013 03/03/2014
(1) 公司須備存一份採用中文或英文的公司秘書登記冊。
(2) 公司須將擔任該公司的公司秘書或聯名公司秘書的人的所需詳情(第650條指明者)，記入公司秘
書登記冊。
(3) 公司須將公司秘書登記冊備存於—
(a) 該公司的註冊辦事處；或
(b) 某訂明地方。
(4) 公司須將公司秘書登記冊備存所在的地方，通知處長。該通知須符合指明格式，並須在該登記
冊首次在該地方備存後的15日內，交付處長登記。
(5) 凡公司秘書登記冊備存所在的地方有任何更改(公司的註冊辦事處地址的更改除外)，公司須將
更改通知處長。該通知須符合指明格式，並須在該更改後的15日內，交付處長登記。
(6) 第(4)款並不規定公司在以下情況下，將公司秘書登記冊備存所在的地方通知處長—
(a) 就於本條的生效日期*當日或之後開始存在的登記冊而言，該登記冊時刻備存於該公司的註
冊辦事處；或
第 622 章 - 《公司條例》 249
(b) 在—
(i) 緊接該生效日期*前，該公司為《前身條例》第158條的施行而備存某登記冊；而
(ii) 該生效日期*當日及之後，該登記冊在其關乎該公司的公司秘書或聯名公司秘書的
範圍內，為第(1)款的施行而備存於在緊接該生效日期*前備存該登記冊所在的地方，
作為公司秘書登記冊。
(7) 如公司違反第(1)、(2)、(3)、(4)或(5)款，該公司及其每名責任人均屬犯罪，可各處第4級罰
款，如有關罪行是持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 649 查閱及要求文本的權利 L.N. 163 of 2013 03/03/2014
(1) 公司的成員一經以訂明方式提出要求，即有權按照根據第657條訂立的規例，免費查閱該公司的
公司秘書登記冊。
(2) 任何其他人一經以訂明方式提出要求及繳付訂明費用，均有權按照根據第657條訂立的規例，查
閱有關登記冊。
(3) 任何人一經提出要求及繳付訂明費用，均有權按照根據第657條訂立的規例，獲提供有關登記冊
(或其任何部分)的文本。
條： 650 須登記的公司秘書的詳情 L.N. 163 of 2013 03/03/2014
(1) 公司的公司秘書登記冊須載有有關公司秘書(如有聯名公司秘書，則須載有每名聯名公司秘書)
的以下詳情—
(a) 如有關公司秘書是自然人—
(i) 現時的名字及姓氏、前用名字或姓氏(如有的話)及別名(如有的話)；
(ii) 通常住址；及
(iii) 身分證號碼或(如該公司秘書沒有身分證)所持有的任何護照的號碼及簽發國家；
及
(b) 如有關公司秘書是法人團體，其法人名稱及註冊辦事處或主要辦事處的地址。
(2) 如某商號的所有合夥人，均是某公司的聯名公司秘書，則可述明該商號的名稱及主要辦事處，
以代替第(1)(a)或(b)款所述的詳情。
(3) 在本條中—
名字 (forename) 包括教名或取名； 姓氏 (surname) 就一個通常以有別於姓氏的稱銜為人所認識的人而言，指該稱銜。 (4) 就第(1)(a)(ii)款而言，通訊地址須是一個在香港的地方，且不得是郵政信箱號碼。
(5) 在本條中，提述前用名字或姓氏—
(a) 就任何人而言，不包括—
(i) 在該人年滿18歲之前已被更改或棄用的名字或姓氏；及
(ii) 已被更改或棄用最少20年的名字或姓氏；
(b) 就通常以有別於姓氏的稱銜為人所認識的人而言，不包括該人於採用或繼承該稱銜之前為
人所認識的姓名；及
(c) 就已婚女士而言，不包括她於婚前為人所認識的名字或姓氏。
(6) 財政司司長可藉在憲報刊登的公告，修訂第(1)、(2)、(3)、(4)或(5)款。
第 622 章 - 《公司條例》 250
條： 651 保障識別號碼免受查閱
附註：
尚未實施
(1) 儘管有第649(1)、(2)及(3)條的規定，公司可保留載於其公司秘書登記冊的公司秘書的身分證
或護照號碼，而不向查閱該登記冊或要求獲提供該登記冊或其任何部分的文本的人，提供該等
詳情。
(2) 公司只可按訂明方式及在訂明範圍內，行使第(1)款所指的權力。
條： 652 將公司秘書的委任及更改通知處長的責任 L.N. 163 of 2013 03/03/2014
(1) 如某人或某些人獲委任為公司的公司秘書或聯名公司秘書(但根據第474(2)或(3)條委任者除
外)，該公司須在該項委任作出後的15日內，將符合指明格式的通知交付處長登記，該通知須載
有該公司的公司秘書登記冊指明的該公司秘書或聯名公司秘書的詳情。
(2) 如某人停止擔任公司的公司秘書，或某公司的公司秘書登記冊所載的詳情有任何更改，該公司
須在該人停任後或有關詳情有所更改後的15日內，將符合指明格式的通知交付處長登記，該通
知須載有—
(a) 該人停任或有關詳情有所更改的詳情，以及該事件發生的日期；及
(b) 該格式指明的任何其他詳情。
(3) 如公司違反第(1)或(2)款，該公司及其每名責任人均屬犯罪，可各處第4級罰款，如有關罪行是
持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
條： 653 公司秘書的披露責任 L.N. 163 of 2013 03/03/2014
(1) 公司的公司秘書須就關乎該公司秘書並就第650及652條而言屬所需的事宜，向該公司發出通
知。
(2) 任何人違反第(1)款，即屬犯罪，可處第4級罰款。
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公司紀錄 L.N. 163 of 2013 03/03/2014
條： 654 公司紀錄的涵義 L.N. 163 of 2013 03/03/2014
在本分部中—
公司紀錄 (company records) 指本條例規定公司須備存的登記冊、索引、協議、備忘錄、會議紀錄
或其他文件，但不包括會計紀錄。
條： 655 公司紀錄的形式 L.N. 163 of 2013 03/03/2014
(1) 公司須充分記錄須載於公司紀錄的資料，以供日後參閱之用。
(2) 在符合第(1)款的規定下，公司紀錄可—
(a) 採用印本形式或電子形式備存；及
(b) 以公司董事認為合適的方式編排。
(3) 如有關紀錄採用電子形式備存，有關公司須確保該等紀錄能夠以印本形式重現。
第 622 章 - 《公司條例》 251
(4) 如某公司藉着以電子形式記錄相關資料，備存本條例規定該公司須備存的公司紀錄，則任何根
據本條例施加於該公司的、容許查閱該紀錄的責任，須視為—
(a) 容許查閱該紀錄或其有關部分的印本形式複製本的責任；或
(b) 按查閱該紀錄的人的要求，容許以電子方式查閱該紀錄或其有關部分的責任。
(5) 如公司違反第(1)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$300。
(6) 如公司違反第(3)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款。
(7) 在本條中—
印本形式 (in hard copy form) 指紙張形式，或能夠供閱讀的相類形式； 電子形式 (in electronic form) 指電子紀錄的形式。
條： 656 採取預防措施以防止揑改的責任 L.N. 163 of 2013 03/03/2014
(1) 如公司紀錄的備存方式，並非藉着在經釘裝的簿冊內作出記項，則公司須—
(a) 採取足夠預防措施，以防止揑改；及
(b) 採取足夠步驟，以利便發現任何揑改。
(2) 如公司違反第(1)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款。
條： 657 關於備存及查閱公司紀錄以及提供文本或副本的規例 L.N. 163 of 2013 03/03/2014
附註：
第657(2)(g)條尚未實施。
(1) 財政司司長可訂立規例—
(a) 就本條例條文規定須作出以下事情的公司所負有的責任，作出規定—
(i) 備存任何公司紀錄；
(ii) 提供任何公司紀錄以供查閱；或
(iii) 提供任何公司紀錄或信託契據的副本或文本；
(b) 訂明須就公司紀錄或信託契據繳付的費用；及
(c) 訂明根據本條例須就公司紀錄或信託契據訂明的，或准予就公司紀錄或信託契據訂明的任
何其他事情。
(2) 上述規例可—
(a) 訂明公司註冊辦事處以外的地方，作為須備存公司紀錄所在的地方；
(b) 訂明提出查閱要求的方式；
(c) 規定公司須向人告知最近一次修改登記冊或索引的日期；
(d) 就查閱的時間、期限及方式，訂定條文，包括在查閱的過程中，在何情況下及在何範圍內
准許抄印資料；
(e) 界定在公司為查閱或提供副本或文本的目的而摘錄或出示任何資料時，對該公司在摘錄或
出示該等資料的性質、範圍及方式方面的要求；
(f) 就提供公司紀錄或信託契據的副本或文本的時限，訂定條文；及
(g) 訂明公司可根據第644或651條行使權力的方式及範圍。
(3) 就本條例中規定公司須備存任何公司紀錄的條文而言，根據第(2)(a)款訂立的規例—
(a) 可—
(i) 藉參照該公司的主要業務地方或該公司備存任何其他紀錄所在的地方，訂明一個地
方；或
第 622 章 - 《公司條例》 252
(ii) 以任何其他方式，訂明一個地方；
(b) 可規定除非該等規例訂明的條件獲符合，否則在該等規例訂明的地方備存公司紀錄，不屬
遵守該條文；及
(c) 可就該條文訂明多於一個地方。
(4) 根據第(1)、(2)或(3)款訂立的規例可規定—
(a) 如某公司違反任何根據第(1)、(2)或(3)款訂立的規例—
(i) 該公司；及
(ii) 該公司的每名責任人，
均屬犯罪；
(b) 犯(a)段所述罪行的人，可處不超過第5級的罰款，如有關罪行是持續的罪行，則可就該罪
行持續期間的每一日，另處不超過$1000的罰款；
(c) 原訟法庭可—
(i) 藉命令飭令公司紀錄立即接受查閱；
(ii) 藉命令指示將公司紀錄或信託契據的副本或文本，提供予有權獲提供該副本或文
本的人；及
(iii) 就查閱的時間、期限及方式，作出命令，包括在查閱的過程中，在何情況下及在
何範圍內准許抄印資料；及
(d) 如公司紀錄或信託契據備存於有關公司以外的其他人的辦事處，(c)段所述的命令可針對該
其他人以及其高級人員及其他僱員(如有的話)作出。
(5) 本條例的任何條文或根據本條訂立的規例，不得解釋為阻止公司—
(a) 提供比該等規例所規定者更為廣泛的便利；或
(b) (如可收取費用)收取低於訂明的費用的費用，或不收取費用。
(6) 在本條中—
信託契據 (trust deed) 指保證發行債權證的信託契據或其他文件。
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註冊辦事處及公布公司名稱 L.N. 163 of 2013 03/03/2014
條： 658 公司的註冊辦事處 L.N. 163 of 2013 03/03/2014
(1) 公司須在香港設有一個註冊辦事處，讓所有通訊及通知均可致予該辦事處。
(2) 在就某公司而註冊的法團成立表格述明的、擬用作該公司的註冊辦事處地址，自該公司成立為
法團的日期起，須視為其註冊辦事處地址，直至有關於該地址的更改通知根據第(3)款交付處長
為止。
(3) 如公司的註冊辦事處地址有所更改，該公司須於更改後的15日內，將符合指明格式的更改通知
交付處長登記。
(4) 在公司周年申報表內包含一項關於公司註冊辦事處地址的陳述，不屬履行第(3)款所施加的責
任。
(5) 如公司違反第(1)或(3)款，該公司及其每名責任人均屬犯罪，可各處第5級罰款，如有關罪行是
持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$1000。
條： 659 披露公司名稱等的規定 L.N. 163 of 2013 03/03/2014
(1) 財政司司長可訂立規例，規定公司—
第 622 章 - 《公司條例》 253
(a) 在訂明位置展示訂明資料；
(b) 在法團印章中，以及在訂明類別文件或通訊中，述明訂明資料；及
(c) 在於公司業務過程中與公司有來住的人的要求下，向該人提供訂明資料。
(2) 上述規例—
(a) 可在訂明情況下規定披露有關公司的名稱；
(b) 可就訂明資料須以何種方式展示、述明或提供，訂定條文；及
(c) 可豁免公司，使其無需遵守根據第(1)款訂立的規例的任何規定。
(3) 上述規例可規定就披露公司名稱的規定而言，無須理會須成為該名稱一部分的字或詞與該字或
詞的准許縮寫(反之亦然)之間的任何差異。
條： 660 不作出所規定的披露的刑事後果 L.N. 163 of 2013 03/03/2014
根據第659條訂立的規例可規定—
(a) 如某公司違反任何根據該條訂立的規例—
(i) 該公司；及
(ii) 該公司的每名責任人，
均屬犯罪；
(b) 如任何代有關公司行事的人違反任何根據該條訂立的規例，該人即屬犯罪；及
(c) 犯(a)或(b)段所述罪行的人，可處不超過第3級的罰款。
條： 661 不作出所規定的披露的民事後果 L.N. 163 of 2013 03/03/2014
如某公司的高級人員或該公司的代表，簽署或授權他人代該公司簽署任何匯票、承付票、批註、支
票、匯款單或定貨單(有關票據)，而該公司的名稱沒有按根據第659條訂立的規例所規定的方式在該 有關票據中提及，則該高級人員或該代表須就該有關票據所涉的款項，對該有關票據的持有人承擔
個人法律責任(除非該款項已由該公司妥為支付)。
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周年申報表 L.N. 163 of 2013 03/03/2014
條： 662 交付周年申報表的規定 L.N. 163 of 2013 03/03/2014
(1) 私人公司須就每一年(其成立為法團當年除外)而在該公司的申報表日期後的42日內，將第(5)款
指明的周年申報表交付處長登記。
(2) 就某一年而言，第(1)款提述的有關公司的申報表日期，即該公司成立為法團之日在該年中的周
年日。
(3) 公眾公司或擔保有限公司須就每一個財政年度，在該公司的申報表日期後的42日內，將第(5)款
指明的周年申報表交付處長登記。
(4) 就某一財政年度而言，第(3)款提述的有關公司的申報表日期—
(a) (如該公司屬公眾公司)即該公司的會計參照期結束後的6個月屆滿之日；及
(b) (如該公司屬擔保有限公司)即該公司的會計參照期結束後的9個月屆滿之日。
(5) 本條所指的周年申報表，須符合第664條的規定。
(6) 如公司違反第(1)或(3)款，該公司及其每名責任人均屬犯罪，可各處第5級罰款，如有關罪行是
持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$1000。
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(7) 如某人被裁定犯第(6)款所訂罪行，除了可施加的懲罰外，裁判官可另行命令該人須在該命令指
明的時間內，作出該人先前沒有作出的作為。
(8) 任何人違反第(7)款所指的命令，即屬犯罪，可處第5級罰款，如有關罪行是持續的罪行，則可
就該罪行持續期間的每一日，另處罰款$1000。
(9) 在本條中—
會計參照期(accounting reference period)具有第368條給予該詞的涵義。
條： 663 對不活動公司豁免交付周年申報表的規定 L.N. 163 of 2013 03/03/2014
(1) 公司如屬第5(1)條所指的不活動公司，則第662條不適用於該公司。
(2) 如上述公司進行任何會計交易，則自該會計交易的日期起，第(1)款不再具有效力。
條： 664 周年申報表的內容 L.N. 163 of 2013 03/03/2014
(1) 第662條所指的公司周年申報表須—
(a) 符合指明格式；及
(b) 就有關公司載有該格式指明的詳情。
(2) 在不局限第23條的原則下，處長可為施行本條，就不同類別的公司指明不同的格式或詳情。
(3) 在不局限第(1)款的原則下，第662條所指的周年申報表須—
(a) 載有附表6 指明的資料；及
(b) 隨附該附表指明的文件。
(4) 儘管有第(3)款的規定，如—
(a) 私人公司根據第662(1)條，須就某年交付周年申報表；而
(b) 在該年中的任何時間—
(i) 該公司在違反其章程細則所施加的限制的情況下，登記該公司股份的任何轉讓；
(ii) 該公司的成員人數，超出第11(1)(a)(ii)條指明的人數；或
(iii) 該公司邀請公眾人士認購該公司的任何股份或債權證，
該周年申報表須改為載有第(5)款指明的資料，並須隨附第(5)款指明的文件。
(5) 上述資料及文件是—
(a) 附表6就公眾公司而指明的資料及文件；及
(b) 有關公司的財政年度所關乎的資料及文件，而該財政年度終結的日期，是在有關周年申報
表須就之而交付的一年中。
(6) 原訟法庭可應有關公司或在有關事宜上有利害關係的人的申請，命令第(4) 款不適用於該公
司。
(7) 原訟法庭可按其認為公正合宜的條款及條件，作出上述命令。
(8) 原訟法庭除非信納以下事宜，否則不得作出上述命令—
(a) 第(4)(b)(i)、(ii)或(iii)款所述的情況之出現屬意外；
(b) 該情況之出現屬無心之失，或因其他充分因由所致；或
(c) 基於其他理由，給予寬免是公正公平的。
條： 665 提述周年申報表的解釋 L.N. 163 of 2013 03/03/2014
在本條例中，提述公司的最近一份申報表，或提述按照第662條交付的申報表，須解釋為包括(在為
確保法律的延續性所需的範圍內)結算日期是在該條生效日期*前的申報表，或按照《前身條例》向
處長遞交的申報表。
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___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
部： 13 安排、合併及在進行收購和股份回購時強制購入股份 L.N. 163 of 2013 03/03/2014
(*格式變更─2013年第1號編輯修訂紀錄)
__________________________________________________________________________ 註：
* 第13部的格式已按現行法例樣式更新。
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導言 L.N. 163 of 2013 03/03/2014
條： 666 釋義 L.N. 163 of 2013 03/03/2014
在本部中—
子女 (child) 包括繼子女、非婚生子女及以香港法律承認的任何方式而領養的子女； 同居關係 (cohabitation relationship) 指作為情侶在親密關係下共同生活的兩名人士(不論同性
或異性)之間的關係；
回購公司 (repurchasing company) 就公開要約而言，指作出該要約的上市公司； 要約期 (offer period) 就要約而言，指可接受該要約的限期。
條： 667 有聯繫者 L.N. 163 of 2013 03/03/2014
(1) 在本部中，提述要約人或成員的有聯繫者—
(a) 在該要約人或成員是自然人的情況下，即提述—
(i) 該要約人或成員的配偶；
(ii) 與該要約人或成員處於同居關係的人；
(iii) 該要約人或成員的子女；
(iv) 第(ii)節所指的人的符合以下說明的子女—
(A) 並非該要約人或成員的子女；
(B) 與該要約人或成員共同生活；及
(C) 未滿18 歲；
(v) 該要約人或成員的父母；
(vi) 該要約人或成員對之有重大權益的法人團體；或
(vii) 屬與該要約人或成員訂立的收購協議的一方的人，或屬該協議的一方的代名人的
人；或
(b) 在該要約人或成員是法人團體的情況下，即提述—
(i) 與該要約人或成員屬於同一公司集團的法人團體；
(ii) 該要約人或成員對之有重大權益的法人團體；或
(iii) 屬與該要約人或成員訂立的收購協議的一方的人，或屬該協議的一方的代名人的
人。
(2) 在本部中，提述回購公司的有聯繫者，即提述—
第 622 章 - 《公司條例》 256
(a) 與該回購公司屬同一公司集團的法人團體；
(b) 該回購公司對之有重大權益的法人團體；或
(c) 屬與該回購公司訂立的收購協議的一方的人，或屬該協議的一方的代名人的人。
(3) 就第(1)及(2)款而言，如有以下情況，則要約人、成員或回購公司即屬對某法人團體有重大權
益—
(a) 該法人團體或其一眾董事或過半數董事慣常按照該要約人、成員或回購公司的指示或指令
行事；或
(b) 在該法人團體的成員大會上，該要約人、成員或回購公司有權行使多於30%的表決權，或有
權控制多於30%的表決權的行使。
(4) 在第(3)款中，提述由要約人、成員或回購公司控制行使的表決權，包括在有關情況下，由另一
法人團體控制行使的表決權；有關情況是指該要約人、成員或回購公司，在該另一法人團體的
任何成員大會上，有權行使多於50%的表決權，或有權控制多於50%的表決權的行使。
(5) 就第(1)及(2)款而言，協議如符合以下說明，即屬收購協議—
(a) 該協議是為收購—
(i) 有關收購要約或公開要約所關乎的任何股份而訂立的；或
(ii) 該等股份的權益而訂立的；及
(b) 該協議的條文，包括具以下效力的條文：就使用、保存或處置該協議的任何一方依據該協
議而取得的股份的權益，對該方施加義務或限制。
部：
分部：
13
2
安排及妥協 L.N. 163 of 2013 03/03/2014
條： 668 釋義 L.N. 163 of 2013 03/03/2014
(1) 在本分部中—
公司 (company) 除在第675條外，指可根據《公司(清盤及雜項條文)條例》(第32章)清盤的公司； 安排 (arrangement) 包括藉着將不同類別的股份合併、藉着將股份拆分為不同類別的股份或同時藉
着上述兩種方式，重組公司的股本。
(2) 如公司沒有章程細則，則在本分部中提述公司的章程細則之處，須理解為組織該公司或對該公
司的組織作出規定的文書。
條： 669 本分部的適用範圍 L.N. 163 of 2013 03/03/2014
如有關安排或妥協是建議由公司與以下兩者或其中之一訂立的，則本分部適用—
(a) 該公司的債權人或任何類別的債權人；
(b) 該公司的成員或任何類別的成員。
條： 670 原訟法庭可命令召開債權人或成員會議 L.N. 163 of 2013 03/03/2014
(1) 原訟法庭可應為本款的目的而提出的申請—
(a) 命令按原訟法庭指示的方式，召開第(2)(a)款指明的會議或第(2)(b)款指明的會議，或召
開上述兩者(視屬何情況而定)；及
(b) 為第674(4)條的目的，宣布某人為根據該條獲指明的人士。
(2) 上述會議—
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(a) 在—
(i) 有關安排或妥協是建議與有關公司的債權人訂立的情況下，即該等債權人的會議；或
(ii) 有關安排或妥協是建議與有關公司的某類別債權人訂立的情況下，即該類別債權
人的會議；及
(b) 在—
(i) 有關安排或妥協是建議與有關公司的成員訂立的情況下，即該等成員的會議；或
(ii) 有關安排或妥協是建議與有關公司的某類別成員訂立的情況下，即該類別成員的
會議。
(3) 除第(4)款另有規定外，為第(1)款的目的而提出的申請，只可由以下人士提出—
(a) (如屬債權人的會議)有關公司或任何該等債權人；
(b) (如屬某類別債權人的會議)有關公司或該類別的任何債權人；
(c) (如屬成員的會議) 有關公司或任何該等成員；或
(d) (如屬某類別成員的會議)有關公司或該類別的任何成員。
(4) 如有關公司正在進行清盤，則為第(1)款的目的而提出的申請，只可由清盤人或臨時清盤人提
出。
(5) 為第(1)款的目的而提出的申請，須循簡易程序的方式提出。
條： 671 須向債權人或成員發出或提供說明陳述 L.N. 163 of 2013 03/03/2014
(1) 如根據第670條召開會議—
(a) 每份送交債權人或成員的召開該會議的通知，均須隨附一項符合第(3)及(4)款的說明陳
述；及
(b) 每份藉廣告形式給予的召開該會議的通知—
(i) 均須包括一項符合第(3)及(4)款的說明陳述；或
(ii) 均須述明有權出席該會議的債權人或成員可在何處及如何取得該陳述的文本。
(2) 如藉廣告形式給予的通知述明，有權出席有關會議的債權人或成員可取得說明陳述的文本，則
若債權人或成員以該通知指明的方式提出申請，有關公司須向該債權人或成員免費提供該陳述
的文本。
(3) 上述說明陳述—
(a) 須解釋有關安排或妥協的效力；及
(b) 須述明—
(i) 有關公司的董事(不論是以該公司的董事、成員或債權人的身分或其他身分)根據該安
排或妥協具有的具相當分量的利害關係；及
(ii) 該安排或妥協對該等利害關係的影響，但只限於該影響是有異於對其他人的類似
利害關係的影響的情況。
(4) 如有關安排或妥協影響公司的債權證持有人的權利，則有關說明陳述須就保證發行債權證的契
據的受託人給予解釋，而該解釋須類似該陳述須就上述董事給予的解釋。
(5) 如第(1)或(2)款遭違反，所有以下的人均屬犯罪—
(a) 有關公司；
(b) 有關公司的每名責任人；
(c) 有關公司的授權、准許、參與或沒有採取一切合理步驟防止該違例事項的清盤人或臨時清
盤人；
(d) 授權、准許、參與或沒有採取一切合理步驟防止違反該款的保證發行有關公司的債權證的
契據的受託人。
(6) 任何人犯第(5)款所訂罪行，可處第5級罰款。
第 622 章 - 《公司條例》 258
(7) 凡某人因違反第(1)款而被控犯第(5)款所訂罪行，如確立違反第(1)款是由另一人(該另一人是
有關公司的董事或有關公司的債權證持有人的受託人)拒絕提供關於該另一人的利害關係的所需
詳情引致的，即屬免責辯護。
條： 672 董事及受託人須通知公司關於在安排或妥協下的利害關係
等
L.N. 163 of 2013 03/03/2014
(1) 如根據第670條召開會議，則有關公司的董事或有關公司的債權證持有人的受託人，須向該公司
給予關乎該董事或受託人的、為第671條的目的而言屬必需的任何事宜的通知。
(2) 任何人違反第(1)款，即屬犯罪，可處第5級罰款。
條： 673 原訟法庭可認許安排或妥協 L.N. 163 of 2013 03/03/2014
(1) 如建議與債權人或某類別債權人訂立安排或妥協，或建議與成員或某類別成員訂立安排或妥
協，或建議兼與上述兩者訂立安排或妥協，而該等或該名人士同意該安排或妥協，則本條適
用。
(2) 原訟法庭可應為本款的目的而提出的申請，認許有關安排或妥協。
(3) 除第(4)款另有規定外，為第(2)款的目的而提出的申請，只可由以下人士提出—
(a) (如屬建議與公司的債權人訂立的安排或妥協) 該公司或任何該等債權人；
(b) (如屬建議與公司的某類別債權人訂立的安排或妥協)該公司或該類別的任何債權人；
(c) (如屬建議與公司的成員訂立的安排或妥協)該公司或任何該等成員；或
(d) (如屬建議與公司的某類別成員訂立的安排或妥協)該公司或該類別的任何成員。
(4) 如有關公司正在進行清盤，則為第(2)款的目的而提出的申請，只可由清盤人或臨時清盤人提
出。
(5) 獲原訟法庭根據第(2)款認許的安排或妥協，對以下的人具有約束力—
(a) 有關公司或( 如有關公司正在進行清盤) 有關公司的清盤人或臨時清盤人及分擔人；及
(b) 屬該安排或妥協的建議訂立方的債權人或某類別債權人，或成員或某類別成員，或上述兩
者。
(6) 在處長根據第2部將原訟法庭根據第(2)款作出的命令的正式文本登記前，該命令沒有效力。
(7) 如原訟法庭的命令修訂有關公司的章程細則，或修訂第622條適用的決議或協議，則為第(6)款
的目的而交付處長登記的該命令的正式文本，須隨附經修訂的該章程細則或經修訂的該決議或
協議的文本。
(8) 如第(7)款遭違反，有關公司及其每名責任人均屬犯罪，可各處第3級罰款。
條： 674 補充第673(1)條的條文：對安排或妥協表示同意 L.N. 163 of 2013 03/03/2014
(1) 就第673(1)條而言—
(a) 在以下情況下，有關債權人即屬同意有關安排或妥協︰在根據第670條召開的債權人會議
上，出席該會議且有投票(不論是親身出席及投票或委派代表出席及投票)的債權人中，佔
當中價值最少75%的過半數債權人同意該安排或妥協；
(b) 在以下情況下，有關類別債權人即屬同意有關安排或妥協︰在根據第670條召開的該類別債
權人的會議上，出席該會議且有投票(不論是親身出席及投票或委派代表出席及投票) 的該
類別債權人中，佔當中價值最少75%的過半數債權人同意該安排或妥協；
(c) 除第(2)(a)款另有規定外，在以下情況下，有關成員即屬同意有關安排或妥協—
(i) 在根據第670條召開的成員會議上，出席該會議且有投票(不論是親身出席及投票或委
第 622 章 - 《公司條例》 259
派代表出席及投票)的成員中，佔持有當中最少75%的表決權的成員同意該安排或妥
協；及
(ii) 除原訟法庭另有命令外，在該會議上，出席該會議且有投票(不論是親身出席及投
票或委派代表出席及投票)的過半數成員同意該安排或妥協；及
(d) 除第(2)(b)款另有規定外，在以下情況下，有關類別成員即屬同意有關安排或妥協—
(i) 在根據第670條就該類別成員召開的會議上，出席且有投票(不論是親身出席及投票或
委派代表出席及投票)的該類別成員中，佔持有當中最少75%的表決權的成員同意該安
排或妥協；及
(ii) 除原訟法庭另有命令外，在該會議上，出席該會議且有投票(不論是親身出席及投
票或委派代表出席及投票)的該類別過半數成員同意該安排或妥協。
(2) 然而，凡有關安排涉及屬第707條所指的公開要約，或涉及收購要約—
(a) 在以下情況下，有關成員即屬同意該安排—
(i) 在根據第670條召開的成員會議上，出席該會議且有投票(不論是親身出席及投票或委
派代表出席及投票)的成員中，佔持有當中最少75%的表決權的成員同意該安排；而
(ii) 在該會議上對該安排投下的反對票，佔有關公司的所有無利害關係股份所附的總
表決權不超過10%；
(b) 在以下情況下，有關類別成員即屬同意該安排—
(i) 在根據第670條就該類別成員召開的會議上，出席該會議且有投票(不論是親身出
席及投票或委派代表出席及投票)的該類別成員中，佔持有當中最少75%的表決權
的成員同意該安排；而
(ii)在該會議上對該安排投下的反對票，佔有關公司的屬該類別的所有無利害關係股
份所附的總表決權不超過10%。
(3) 在第(2)款中—
無利害關係股份 (disinterested shares) 指— (a) (如屬收購要約的情況)以下股份以外的有關公司的股份—
(i) 有關要約人所持有的股份，或由代名人代表該要約人持有的股份；
(ii) 該要約人的有聯繫者所持有的股份(但如該人屬第667(1)(a)(vii)或(b)(iii)條所
指者，或屬第(4)款指明的人士，則屬例外)；或
(iii) 屬與該要約人訂立的、第667(5)條所指的收購協議的一方的人(第(4)款指明的人
士除外)所持有的股份，或由代名人根據該收購協議代表該人持有的股份；
(b) (如屬公開要約的情況)以下股份以外的該公司的股份—
(i) 第705(1)條所界定的不售股成員所持有的股份，或由代名人代表該成員持有的股份；
(ii) 該等不售股成員的有聯繫者所持有的股份(但如該人屬第667(1)(a)(vii)或
(b)(iii)條所指者，或屬第(4)款指明的人士，則屬例外)；
(iii) 由代名人代表有關回購公司持有的股份；
(iv) 該等回購公司的有聯繫者所持有的股份(但如該人屬第667(2)(c)條所指者，或屬
第(4)款指明的人士，則屬例外)；或
(v) 屬與該等不售股成員或回購公司訂立的該等收購協議的一方的人(第(4)款指明的人士
除外)所持有的股份，或由代名人根據該收購協議代表該人持有的股份。
(4) 為第(3)款中無利害關係股份的定義中(a)(ii)及(iii)及(b)(ii)、(iv)及(v)段的目的而指明的 人士是：獲原訟法庭根據第670(1)(b)條宣布為屬本條所指的指明人士的人。
(5) 就第(2)及(3)款而言—
(a) 如有以下情況，則就收購某公司的股份而作出的要約，即屬收購要約—
(i) 該要約的內容，是收購該公司的所有股份或任何類別股份中的所有股份(在該要約的日
第 622 章 - 《公司條例》 260
期由要約人持有的股份除外)；及
(ii) 該要約—
(A) 不是關乎不同類別股份的，而就該要約關乎的所有股份而言，該要約的條款是相
同的；或
(B) 是關乎不同類別股份的，而就該要約關乎的每一類別股份中的所有股份而言，該
要約的條款是相同的；及
(b) 凡有人根據某要約就取消某公司的股份而提供代價，如有以下情況，該要約亦屬收購要約
—
(i) 根據該要約，代價是就取消該公司以下股份以外的所有股份而提供的，或是就取消該
公司任何類別股份中的以下股份以外的所有股份而提供的—
(A) 在該要約的日期由要約人持有的股份；
(B) 在有關要約文件中指明為不會根據該要約取消的股份；及
(C) 在該要約的日期由居於某地方的成員持有的股份，而該要約是違反該地方的法律
的；及
(ii) 該要約—
(A) 不是關乎不同類別股份的，而就該要約關乎的所有股份而言，該要約的條款是相
同的；或
(B) 是關乎不同類別股份的，而就該要約關乎的每一類別股份中的所有股份而言，該
要約的條款是相同的。
(6) 在第(5)款中—
股份 (shares) 指在有關要約的日期已配發的股份。 (7) 在第(5)(a)(i)及(b)(i)款中，提述由要約人持有的股份—
(a) 包括該要約人已訂立合約承諾無條件收購或承諾在某些條件獲得符合的前提下收購的股
份；但
(b) 不包括屬符合以下說明的合約的標的之股份—
(i) 該合約是由該要約人與有關公司股份的持有人訂立的，而目的是確保在該要約作出
時，該持有人會接受該要約；及
(ii) 該合約的訂立是沒有代價且是藉契據訂立的、訂立該合約所收取的代價屬微不足
道或訂立該合約所收取的代價包含該要約人作出該要約的承諾。
(8) 就第(5)(a)(ii)及(b)(ii)款而言，就某要約關乎的所有股份或某類別股份的所有股份而言，即
使就較早配發的股份提供的代價的價值，有別於就較後配發的股份提供的代價的價值，只要符
合以下條件，該要約的條款仍須視為就所有有關股份而言是相同的—
(a) 股份附有獲得某項股息的權利，而同類別的其他股份因為於不同時間配發，而不附有
該權利；
(b) 該代價的價值的差別，純粹反映上述獲得股息的權利的分別；及
(c) 若非因為該代價的價值的差別，關乎所有有關股份的要約條款便會是相同的。
(9) 就第(5)(a)(ii) 及(b)(ii) 款而言，就某要約關乎的所有股份或某類別股份的所有股份而言，
即使提供的代價的形式有所不同，只要符合以下條件，該要約的條款仍須視為就所有有關股份
而言是相同的—
(a) 香港以外某地方的法律不准許提供該要約的條款指明形式的代價，或該地方的法律規定除
非要約人符合某些要約人不能夠符合或要約人視為過分嚴苛的條件，否則不准許提供該形
式的代價；
(b) 向某人提供指明形式的代價如此不獲准許，但有另一形式的代價向該人提供；
(c) 該人能夠收取該另一形式而大致上是相等價值的代價；及
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(d) 若非有代價形式的分別，關乎所有有關股份的要約條款便會是相同的。
(10)儘管有第(5)款的規定，收購要約關乎的股份當中，可包括將會在該要約的日期後但在該要約指
明的日期前配發的股份。
(11)在第(2)、(3)、(4)、(5)、(6)、(7)、(8)、(9)及(10)款中，提述公司的股份包括—
(a) 可轉換為該公司的股份的債權證；及
(b) 可轉換為該公司的股份或給予持有人認購該公司的股份的權利的該公司的證券。
上述各款適用於該等債權證或證券，猶如該等債權證或證券是該公司的一個獨立類別的股份，
而其中提述成員或股份持有人之處，須據此理解。
條： 675 原訟法庭促成重組或合併的額外權力 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 有人為第673(2)條的目的而提出申請，要求認許某安排或妥協；及
(b) 已向原訟法庭證明—
(i) 該安排或妥協，是建議為重組一間或多於一間公司或合併2間或多於2間公司的計劃而
作出的，或在與該計劃有關連的情況下建議作出的；及
(ii) 在該計劃下，該計劃所涉的任何公司的財產或業務或該財產或業務的任何部分，
會被轉讓至另一公司。
(2) 如原訟法庭認許有關安排或妥協，它可藉命令或其後作出的命令，就以下任何或所有事宜作出
規定—
(a) 將出讓人的財產、業務或法律責任或其任何部分，轉讓予受讓人；
(b) 受讓人配發或撥付根據該安排或妥協須由該受讓人配發或撥予任何人的其任何股份、債權
證、保險單或其他類似權益，或須由該受讓人為任何人而作出配發或撥付的其任何股份、
債權證、保險單或其他類似權益；
(c) 由出讓人提起或針對出讓人的待決的法律程序，可由受讓人繼續進行或繼續針對受讓人進
行；
(d) 出讓人無需清盤而予以解散；
(e) 就任何人在原訟法庭指示的時限內以原訟法庭指示的方式對該安排或妥協提出異議，作出
規定；
(f) 將財產的任何權益，轉讓或配發予關涉該安排或妥協的人；
(g) 為確保有關重組或合併可充分及有效地實行所需的附帶、相應及補充事宜。
(3) 如根據第(2)款作出的命令就財產的轉讓作出規定，則—
(a) 該財產憑藉該命令轉讓予並歸屬受讓人；及
(b) (如該命令有此指示)該財產的歸屬不再受憑藉有關安排或妥協而停止有效的押記所規限。
(4) 如根據第(2)款作出的命令就法律責任的轉讓作出規定，則該法律責任憑藉該命令轉讓予受讓
人，並成為受讓人的法律責任。
(5) 如原訟法庭藉命令就第(2)款所指的事宜作出規定，則在處長根據第2部將該命令的正式文本登
記前，該命令在它本意是作出該規定的範圍內，沒有效力。
(6) 如原訟法庭的命令修訂有關公司的章程細則，或修訂第622條適用的決議或協議，則為第(5)款
的目的而交付處長登記的該命令的正式文本，須隨附經修訂的該章程細則或經修訂的該決議或
協議的文本。
(7) 如第(6)款遭違反，有關公司及其每名責任人均屬犯罪，可各處第3級罰款。
(8) 在本條中—
出讓人 (transferor) 就為重組或合併計劃的目的而建議作出的安排或妥協而言，指根據該計劃將 本身財產、業務或法律責任或其任何部分轉讓予另一公司的公司；
第 622 章 - 《公司條例》 262
受讓人 (transferee) 就為重組或合併計劃的目的而建議作出的安排或妥協而言，指將會根據該計 劃接受由另一公司轉讓的財產、業務或法律責任或其任何部分的公司；
法律責任 (liabilities) 包括— (a) 屬個人性質的、不能根據法律轉讓或由其他人代為執行的責任；及
(b) 任何其他種類的責任；
財產 (property) 包括— (a) 屬個人性質的、不能根據法律轉讓或由其他人代為執行的權利及權力；及
(b) 任何其他種類的權利及權力。
(編輯修訂—2013年第1號編輯修訂紀錄)
條： 676 原訟法庭可命令支付訟費 L.N. 163 of 2013 03/03/2014
(1) 凡有人為第673(2)條的目的提出申請，要求原訟法庭作出命令，認許屬第674(2)條所指的安
排，本條適用於該申請。
(2) 如有成員對有關安排提出異議，並為反對有關申請而招致訟費，或將會為反對有關申請而招致
訟費，原訟法庭可就該等訟費作出其認為合適的命令。
(3) 上述命令可規定有關公司或有關申請的任何其他各方，須就有關成員招致或將會招致的訟費，
向該成員作出彌償。
(4) 原訟法庭須信納有關成員反對有關申請是真誠行事，並有合理理由反對，方可根據本條，就訟
費(包括關於彌償的規定)作出有利於該成員的命令。
(5) 只有在有關成員對有關申請提出的反對屬瑣屑無聊或無理纏擾的情況下，原訟法庭方可根據本
條作出飭令該成員支付訟費的命令。
條： 677 公司章程細則須隨附原訟法庭命令 L.N. 163 of 2013 03/03/2014
(1) 在原訟法庭為第673或675條的目的作出命令後，由公司發出的每份公司章程細則的文本，均須
隨附該命令的文本，但如該命令的效力及該命令關乎的安排或妥協的效力，已藉更改該章程細
則而納入該章程細則之內，則不須隨附該命令的文本。
(2) 如第(1)款遭違反，有關公司及其每名責任人均屬犯罪，可各處第3級罰款。
部：
分部：
13
3
同一集團內的公司的合併 L.N. 163 of 2013 03/03/2014
條： 678 釋義 L.N. 163 of 2013 03/03/2014
(1) 在本分部中，如某公司的成員除了—
(a) 另一公司；
(b) 另一公司的代名人；
(c) 另一公司的全資附屬公司；或
(d) 該附屬公司的代名人，
之外，並無其他成員，則該公司即屬該另一公司的全資附屬公司。
(2) 本分部所指的註銷股份，就第5部而言不屬減低股本。
(3) 就本分部而言，批准第680(1)或681(1)條所述的合併的決議，即屬已獲批准的合併建議。
第 622 章 - 《公司條例》 263
條： 679 償付能力陳述 L.N. 163 of 2013 03/03/2014
(1) 在本分部中，提述合併的公司的董事作出的償付能力陳述，即提述在第(2)款指明的時間之前作
出的、述明以下事宜的陳述—
(a) 該等董事認為—
(i) 在作出該陳述的日期，沒有認定該合併的公司不能償付其債項的理由；及
(ii) 合併後的公司，將會有能力償付在緊接合併生效的日期後12個月期間內到期的其
債項；及
(b) 在作出該陳述的日期—
(i) 沒有以下任何一項—
(A) 由該合併的公司設立的浮動押記；
(B) 由該合併的公司就某類別資產設立的任何其他抵押，而該抵押的權益並未扣押於
任何該等資產；或
(ii) 有上述的浮動押記或其他抵押，而每名對該押記或抵押享有權利的人，均已書面
同意有關合併建議。
(2) 如—
(a) 有關合併是擬藉在成員大會上投票通過的決議批准的，則為施行第(1)款而指明的時間，即
該大會的日期；或
(b) 有關合併是擬藉書面決議批准的，則為施行第(1)款而指明的時間，即該決議的傳閱日期。
(3) 有關董事在為第(1)(a)(ii)款的目的而得出意見前，須考慮有關合併的公司的所有債務(包括或
有負債及預期債項)。
(4) 在第(2)(b)款中—
傳閱日期 (circulation date) 具有第547(1)條給予該詞的涵義。
條： 680 縱向合併 L.N. 163 of 2013 03/03/2014
(1) 公司(合併的控權公司)及其一間或多於一間的全資附屬公司可合併，並作為一間公司繼續存 在，但前提是—
(a) 合併的控權公司的成員，批准按第(2)款指明的條款進行該合併；及
(b) 每間合併的附屬公司的成員，均批准按第(2)款指明的條款進行該合併。
(2) 上述條款是—
(a) 每間合併的附屬公司的股份，將會在沒有支付任何款項或其他代價下被註銷；
(b) 合併後的公司的章程細則，將會與合併的控權公司的章程細則相同；
(c) 每間合併的公司的董事—
(i) 均信納在他們作出償付能力陳述的日期，沒有認定該合併的公司不能償付其債項的理
由；及
(ii) 均在考慮合併後的公司的所有債務(包括或有負債及預期債項) 後，信納合併後的
公司將會有能力償付在緊接合併生效的日期後12個月期間內到期的該公司的債項；
(d) 每間合併的公司的董事均確認在他們作出償付能力陳述的日期—
(i) 沒有以下任何一項—
(A) 由該合併的公司設立的浮動押記；
(B) 由該合併的公司就某類別資產設立的任何其他抵押，而該抵押的權益並未扣押於
任何該等資產；或
(ii) 有上述的浮動押記或其他抵押，而每名對該押記或抵押享有權利的人，均已書面
同意有關合併建議；
第 622 章 - 《公司條例》 264
(e) 有關決議指名的人將會是合併後的公司的董事。
(3) 第(1)(a)款所指的批准，須藉在有關公司的成員大會上投票通過的特別決議取得，但不得藉書
面決議取得。
(4) 第(1)(b)款所指的批准，須藉在有關公司的成員大會上投票通過的特別決議取得，或藉書面決
議取得。
(5) 除非每間合併的公司均是股份有限公司，否則本條不適用。
條： 681 橫向合併 L.N. 163 of 2013 03/03/2014
(1) 某公司的2間或多於2間的全資附屬公司可合併，並作為一間公司繼續存在，但前提是每間合併
的公司的成員，均批准按第(2)款指明的條款進行該合併。
(2) 上述條款為—
(a) 除其中一間合併的公司的股份外，其他所有合併的公司的股份，將會在沒有支付任何款項
或其他代價下被註銷；
(b) 合併後的公司的章程細則，將會與股份沒有被註銷的合併的公司的章程細則相同；
(c) 每間合併的公司的董事—
(i) 均信納在他們作出償付能力陳述的日期，沒有認定該合併的公司不能償付其債項的理
由；及
(ii) 均在考慮合併後的公司的所有債務(包括或有負債及預期債項)後，信納合併後的
公司將會有能力償付在緊接合併生效的日期後12個月期間內到期的該公司的債項；
(d) 每間合併的公司的董事均確認在他們作出償付能力陳述的日期—
(i) 沒有以下任何一項—
(A) 由該合併的公司設立的浮動押記；
(B) 由該合併的公司就某類別資產設立的任何其他抵押，而該抵押的權益並未扣押於
任何該等資產；或
(ii) 有上述的浮動押記或其他抵押，而每名對該押記或抵押享有權利的人，均已書面
同意有關合併建議；
(e) 有關決議指名的人將會是合併後的公司的董事。
(3) 第(1)款所指的批准，須藉在合併的公司的成員大會上投票通過的特別決議取得，或藉書面決議
取得。
(4) 除非每間合併的公司均是股份有限公司，否則本條不適用。
條： 682 合併的公司的董事須將建議合併一事通知有抵押債權人 L.N. 163 of 2013 03/03/2014
(1) 就第680或681條所指的每間合併的公司而言—
(a) 如有關合併是擬藉在成員大會上投票通過的決議批准的，則該公司的董事須在該大會的日
期前最少21日遵守第(2)款；或
(b) 如有關合併是擬藉書面決議批准的，則該公司的董事須在該決議的傳閱日期或之前，遵守
第(2)款。
(2) 上述董事—
(a) 須就建議合併一事，向有關合併的公司的每名有抵押債權人發出書面通知；及
(b) 須將關於建議合併一事的公告，於在香港廣泛流通的一份英文報章及一份中文報章刊登。
(3) 如合併的公司的董事違反第(1)款，則每名董事均屬犯罪，可處第3級罰款。
(4) 在第(1)(b)款中—
傳閱日期(circulation date)具有第547(1)條給予該詞的涵義。
第 622 章 - 《公司條例》 265
條： 683 合併的公司的董事須就償付能力陳述發出證明書 L.N. 163 of 2013 03/03/2014
(1) 表決贊成作出償付能力陳述的合併的公司的每名董事，均須發出證明書—
(a) 述明—
(i) 該董事認為第679(1)(a)(i)及(ii)條指明的條件已獲符合；及
(ii) 持該意見的理由；及
(b) 述明第679(1)(b)條指明的條件已獲符合。
(2) 任何人違反第(1)款，即屬犯罪，可處第4級罰款。
(3) 合併的公司的董事如在沒有合理理由支持在償付能力陳述中表明的意見及事實的情況下，表決
贊成作出該陳述，或以其他方式導致作出該陳述，即屬犯罪。
(4) 任何人違反第(3)款，即屬犯罪—
(a) 一經循公訴程序定罪，可處罰款$150000及監禁2年；或
(b) 一經循簡易程序定罪，可處第6級罰款及監禁6個月。
條： 684 合併的登記 L.N. 163 of 2013 03/03/2014
(1) 為使合併有效，須在合併建議獲批准後的15日內，將以下文件交付處長登記—
(a) 獲批准的合併建議；
(b) 第683(1)條規定的每項證明書；
(c) 每間合併的公司的董事發出的證明書，述明該合併已—
(i) 按照本分部獲批准；及
(ii) 按照該合併的公司的章程細則獲批准；
(d) 關於委任合併後的公司的董事的通知；
(e) 合併後的公司的董事或擬委任為該公司的董事的人發出的證明書，述明假若合併後的公司
的債權人的申索相對該公司資產價值的比例，高於某合併的公司的債權人的申索相對該公
司資產價值的比例，沒有債權人會因此事實而受到損害。
(2) 第(1)(a)、(b)、(c)、(d)或(e)款所述的文件，須符合指明格式。
(3) 在第(1) 款所述的文件登記後，處長須在切實可行範圍內，盡快發出合併證明書。
(4) 合併證明書可用處長認為合適的格式發出。
條： 685 合併的生效日期 L.N. 163 of 2013 03/03/2014
(1) 根據第684(3)條發出的合併證明書，須指明一個日期為有關合併的生效日期。
(2) 如合併建議指明有關合併的擬生效日期，而該日期與處長登記第684(1)條所述的文件的日期相
同或是在其後，則須在合併證明書指明該日期是該合併的生效日期。
(3) 在合併的生效日期—
(a) 該合併生效；
(b) 每間合併的公司不再是獨立於合併後的公司之外的實體；及
(c) 每間合併的公司的所有財產、權利及特權以及所有法律責任及義務，均由合併後的公司繼
承。
(4) 自合併的生效日期起—
(a) 由合併的公司提起或針對該公司的待決的法律程序，可由合併後的公司繼續進行或繼續針
對該公司進行；
(b) 判處合併的公司勝訴的定罪、判定、命令或判決，或判處該公司敗訴的定罪判決、判定、
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命令或判決，均可由合併後的公司強制執行或針對該公司強制執行；及
(c) 由合併的公司訂立的協議，除該協議另有規定外，均可由合併後的公司強制執行或針對該
公司強制執行。
(5) 處長須在合併的生效日期後，在切實可行範圍內，盡快在公司登記冊就每間合併的公司註明該
合併一事。
條： 686 在某些情況下原訟法庭可介入合併建議 L.N. 163 of 2013 03/03/2014
(1) 原訟法庭如信納某合併建議的生效，會不公平地損害合併的公司的成員或債權人或合併的公司
對之負有義務的人，則可應有關成員、該債權人或該人在合併的生效日期前提出的申請，就該
合併建議作出它認為合適的命令。
(2) 在不局限第(1)款的原則下，原訟法庭可作出命令—
(a) 指示有關合併建議不得生效；
(b) 以該命令指明的方式，修改該合併建議；或
(c) 指示合併的公司或其董事重新考慮該合併建議或其任何部分。
(3) 在不局限第(1)款的原則下，原訟法庭亦可作出命令，指示合併後的公司或有關法律程序的任何
其他一方購買會因有關合併建議而蒙受不公平損害的合併的公司的成員的股份。
(4) 申請人在為第(1)款的目的提出申請時，須將關於該申請的通知交付處長登記，該通知須符合指
明格式。
(5) 處長如收到第(4)款所指的通知，須拒絕登記第684(1)條所述的文件，但如原訟法庭另有指示或
有關申請被原訟法庭駁回或被撤回，則不在此限。
(6) 如有根據本條作出的命令，該命令關乎的每間公司均須在該命令作出後的7日內，將該命令的正
式文本交付處長登記。
(7) 如公司違反第(6)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$300。
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在作出收購要約後進行強制收購 L.N. 163 of 2013 03/03/2014
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導言 L.N. 163 of 2013 03/03/2014
條： 687 釋義 L.N. 163 of 2013 03/03/2014
在本分部中—
代名人 (nominee) 就屬某公司集團的成員的公司而言，包括代表屬該集團的成員的另一公司的代名 人。
條： 688 本分部對可轉換證券及債權證的適用 L.N. 163 of 2013 03/03/2014
(1) 本分部就公司的債權證中可轉換為該公司的股份的債權證而適用，或就公司的證券中可轉換為
該公司的股份或給予持有人認購該公司的股份的權利的證券適用，猶如該等債權證或證券是該
公司的一個獨立類別的股份。對股份持有人的提述，及對已配發股份的提述，均須據此理解。
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(2) 在本分部中，提述任何類別股份中90%—
(a) (如屬第(1)款所述的證券)即提述該等證券的90%；及
(b) (如屬第(1)款所述的債權證)即提述須就該等債權證支付的總款額的90%。
條： 689 收購要約 L.N. 163 of 2013 03/03/2014
(1) 就本分部而言，如有以下情況，則就收購某公司的股份而作出的要約，即屬收購要約—
(a) 該要約的內容，是收購該公司的所有股份或任何類別股份中的所有股份(在該要約的日期由
要約人持有的股份除外)；及
(b) 該要約—
(i) 不是關乎不同類別股份的，而就該要約關乎的所有股份而言，該要約的條款是相同
的；或
(ii) 是關乎不同類別股份的，而就該要約關乎的每一類別股份中的所有股份而言，該
要約的條款是相同的。
(2) 在第(1)款中—
股份 (shares) 指在有關要約的日期已配發的股份。 (3) 在第(1)(a)款中，提述由要約人持有的股份—
(a) 包括該要約人已訂立合約承諾無條件收購或承諾在某些條件獲得符合的前提下收購的股
份；但
(b) 不包括屬符合以下說明的合約的標的之股份—
(i) 該合約是由該要約人與有關公司股份的持有人訂立的，而目的是確保在該要約作出
時，該持有人會接受該要約；及
(ii) 該合約的訂立是沒有代價且是藉契據訂立的、訂立該合約所收取的代價屬微不足
道或訂立該合約所收取的代價包含該要約人作出該要約的承諾。
(4) 就第(1)(b) 款而言，就某要約關乎的所有股份或某類別股份的所有股份而言，即使就較早配發
的股份提供的代價的價值，有別於就較後配發的股份提供的代價的價值，只要符合以下條件，
該要約的條款仍須視為就所有有關股份而言是相同的—
(a) 股份附有獲得某項股息的權利，而同類別的其他股份因為於不同時間配發，而不附有該權
利；
(b) 該代價的價值的差別，純粹反映上述獲得股息的權利的分別；及
(c) 若非因為該代價的價值的差別，關乎所有有關股份的要約條款便會是相同的。
(5) 就第(1)(b)款而言，就某要約關乎的所有股份或某類別股份的所有股份而言，即使提供的代價
的形式有所不同，只要符合以下條件，該要約的條款仍須視為就所有有關股份而言是相同的—
(a) 香港以外某地方的法律不准許提供該要約的條款指明形式的代價，或該地方的法律規定除
非要約人符合某些要約人不能夠符合或要約人視為過分嚴苛的條件，否則不准許提供該形
式的代價；
(b) 向某人提供指明形式的代價如此不獲准許，但有另一形式的代價向該人提供；
(c) 該人能夠收取該另一形式而大致上是相等價值的代價；及
(d) 若非有代價形式的分別，關乎所有有關股份的要約條款便會是相同的。
(6) 儘管有第(1)款的規定，收購要約關乎的股份當中，可包括將會在該要約的日期後但在該要約指
明的日期前配發的股份。
條： 690 沒有傳達等不阻止要約成為收購要約 L.N. 163 of 2013 03/03/2014
(1) 即使收購股份的要約沒有傳達至某股份持有人，但如符合以下條件，則為施行本分部，此事不
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阻止該要約成為收購要約—
(a) 在有關公司的成員登記冊內，沒有登記該持有人的香港地址；
(b) 該要約沒有傳達至該持有人，是為免違反香港以外某地方的法律；及
(c) 以下其中之一—
(i) 已於憲報刊登該要約；或
(ii) 可在香港某地方或在網站上查閱該要約或取得該要約的文本，並已藉於憲報刊登
的公告指明該地點的地址或該網站的網址。
(2) 不得根據第(1)款推斷除非該款(a)、(b)及(c)段指明的條件獲得符合，否則沒有傳達至股份持
有人的要約不能為本分部的目的而成為收購要約。
(3) 即使某人因為香港以外某地方的法律，而不可能接受收購股份的要約，或因為香港以外某地方
的法律，而使接受收購股份的要約對某人而言是較為困難，此事並不阻止該要約為本分部的目
的而成為收購要約。
(4) 不得根據第(3)款推斷除非某些人不可能接受要約或對某些人而言接受要約是較為困難是基於該
款所述的原因，否則不可能被某些人接受的要約或對某些人而言是較為難以去接受的要約不能
為本分部的目的而成為收購要約。
條： 691 收購要約關乎的股份 L.N. 163 of 2013 03/03/2014
(1) 就本分部而言，如在收購要約作出後但在要約期終結前，要約人收購或訂立合約承諾無條件收
購該要約所關乎的任何股份，但要約人並不是憑藉該要約獲接受而收購該等股份的，則該等股
份不得視為該要約所關乎的股份。本款在第(2)款的規限下具有效力。
(2) 就本分部而言，如有以下情況，則有關股份須視為有關收購要約所關乎的股份，而要約人須視
為已憑藉該要約獲接受而收購或訂立合約承諾收購該等股份—
(a) 在收購或訂立合約承諾收購該等股份時，收購及承諾收購的代價的價值，不超過該要約的
條款指明的代價的價值；或
(b) 上述條款其後被修改，以致在公布該修改時，收購或訂立合約承諾收購該等股份的代價的
價值，在收購或訂立合約時，不再超過該條款指明的代價的價值。
(3) 就本分部而言，就要約人的有聯繫者或代表要約人的代名人持有或已訂立合約承諾無條件收購
或承諾在某些條件獲得符合的前提下收購(不論是在收購要約的日期或之後)的股份而言，即使
該要約延伸至該等股份，該等股份亦不得視為該要約所關乎的股份。本款在第(4)款的規限下具
有效力。
(4) 就本分部而言，凡在收購要約作出後但在要約期終結前，要約人的有聯繫者或代表要約人的代
名人收購或訂立合約承諾無條件收購該要約所關乎的任何股份，則如有以下情況，該等股份須
視為是該要約所關乎的股份—
(a) 在收購或訂立合約承諾收購該等股份時，收購及承諾收購的代價的價值，不超過該要約的
條款指明的代價的價值；或
(b) 上述條款其後被修改，以致在公布該修改時，收購或訂立合約承諾收購該等股份的代價的
價值，在收購或訂立合約時，不再超過該等條款指明的代價的價值。
條： 692 經修改的要約不得視為新要約 L.N. 163 of 2013 03/03/2014
就本分部而言，在以下情況下，修改收購股份的要約的條款，不得視為作出新要約—
(a) 該要約的條款就以下事宜作出規定—
(i) 該等條款的修改；及
(ii) 接受先前的條款須視為接受經修改的條款；及
第 622 章 - 《公司條例》 269
(b) 該修改是按照該等規定作出的。
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“強迫出售” L.N. 163 of 2013 03/03/2014
條： 693 要約人可發出通知表示全面收購少數股東的股份 L.N. 163 of 2013 03/03/2014
(1) 在收購要約不是關乎不同類別股份的情況下，如要約人已憑藉該要約獲接受，而收購或訂立合
約承諾無條件收購該要約關乎的股份中的最少90%，則該要約人可向該要約所關乎的任何其他股
份的持有人發出通知，表明該要約人有意收購該等股份。
(2) 在收購要約是關乎不同類別股份的情況下，如要約人已憑藉該要約獲接受，而收購或訂立合約
承諾無條件收購該要約所關乎的任何類別股份中的最少90%，則該要約人可向該要約所關乎的該
類別股份的任何其他股份的持有人發出通知，表明該要約人有意收購該等股份。
(3) 在收購要約不是關乎不同類別股份的情況下，如要約人已憑藉該要約獲接受，而收購或訂立合
約承諾無條件收購該要約所關乎的股份中的少於90%，則該要約人可向原訟法庭提出申請，要求
原訟法庭作出命令，授權該要約人向該要約所關乎的任何其他股份的持有人發出通知，表明該
要約人有意收購該等股份。
(4) 在收購要約是關乎不同類別股份的情況下，如要約人已憑藉該要約獲接受，而收購或訂立合約
承諾無條件收購該要約所關乎的任何類別股份中的少於90%，則該要約人可向原訟法庭提出申
請，要求原訟法庭作出命令，授權該要約人向該要約所關乎的該類別股份的任何其他股份的持
有人發出通知，表明該要約人有意收購該等股份。
(5) 原訟法庭如信納以下事宜，可應根據第(3)或(4)款所指的申請作出命令—
(a) 要約人在作出合理查探後，仍不能追尋到一名或多於一名持有有關收購要約所關乎的股份
的人的下落；
(b) 假若該人或所有該等人士接受該收購要約，該要約人便會憑藉該要約獲接受，而收購或訂
立合約承諾無條件收購該要約所關乎的股份或任何類別股份中的最少90%；及
(c) 提供的代價是公平及合理的。
(6) 原訟法庭除非信納在顧及所有情況(尤其須顧及已找到但沒有接受有關收購要約的股份持有人的
數目)下，作出上述命令是公正及公平的，否則不得作出該命令。
(7) 如原訟法庭作出命令，授權要約人向任何股份的持有人發出通知，則該要約人可向該持有人發
出通知。
條： 694 向少數股東發出的通知 L.N. 163 of 2013 03/03/2014
(1) 第693條所指的向股份持有人發出的通知—
(a) 須符合指明格式；及
(b) 須在以下兩個時間中的較早者之前，向該持有人發出—
(i) 自收購要約的要約期終結後之日起計的3個月終結時；
(ii) 自收購要約的日期起計的6個月終結時。
(2) 上述通知須藉以下方式向股份持有人發出—
(a) 以專人在香港交付該持有人；
(b) 以寄交以下地址的掛號郵遞寄給該持有人—
(i) 於有關公司的簿冊內登記的該持有人的香港地址；或
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(ii) (如沒有上述地址)該持有人向有關公司提供的用作接收向其發出的通知的香港地
址；或
(c) 處長應根據第(3)款提出的申請而指示的方式。
(3) 如有以下情況，要約人可向處長提出申請，要求處長就向股份持有人發出有關通知的方式，作
出指示—
(a) 在有關公司的簿冊內並無登記該持有人的香港地址；及
(b) 該持有人沒有向該公司提供用作接收向其發出的通知的香港地址。
(4) 如有關收購要約讓股份持有人選擇代價，則上述通知—
(a) 須提供有關選項的詳情；
(b) 須述明該持有人可在該通知的日期後的2個月內，藉着按該通知指明的地址送交要約人的信
件，示明該持有人的選擇；及
(c) 須述明如該持有人沒有示明一個選擇，則該要約指明的哪一代價會適用。
(5) 如收購要約訂定股份持有人會收取要約人的股份或債權證，但亦可選擇收取由第三者提供的其
他代價以作代替，則該要約人可在有關通知內，示明收購要約的條款包括該選擇權。
(6) 如要約人沒有在有關通知內示明收購要約的條款包括上述選擇權，則該要約人可在該通知內，
提供收取該要約人提供的其他代價的相應選擇權。
(7) 就第(5)款而言，如有代價向要約人提供，而提供該代價的條款，是該要約人須將之用作收購要
約的代價，則該代價須視為由第三者提供。
條： 695 要約人全面收購少數股東的股份的權利 L.N. 163 of 2013 03/03/2014
(1) 如有通知根據第693條向任何股份的持有人發出，則本條適用。
(2) 除非原訟法庭根據第(3)款作出命令，否則要約人有權並須按收購要約的條款，收購有關股份。
(3) 原訟法庭可應有關持有人在上述通知的發出日期後的2個月內提出的申請，命令—
(a) 要約人無權並無須收購有關股份；或
(b) 要約人有權並須按該命令指明的條款，收購有關股份。
(4) 就第(2)款而言—
(a) 如有關收購要約屬第694(4)條所指者，該收購要約的條款，須視為包括為該條的目的而載
於有關通知內的詳情及陳述；
(b) 如有關收購要約屬第694(5)條所指者，該收購要約的條款，須視為不包括有關選擇權，但
如要約人在該通知內另有示明則除外；及
(c) 如在有關通知的日期後的2個月內，有關股份的持有人藉按該通知指明的地址送交要約人的
信件，行使根據第694(6)條提供的相應選擇權，則收購要約的條款須視為包括該相應選擇
權。
條： 696 有權全面收購少數股東的股份的要約人的責任 L.N. 163 of 2013 03/03/2014
(1) 如要約人憑藉第695(2)條，有權並須收購某公司的任何股份，則該要約人須在有關通知的日期
後的2個月內，遵守第(3)款。
(2) 如在上述2個月終結時，為第695(3)條的目的而提出的申請仍然待決，則除非原訟法庭命令要約
人無權並無須收購有關股份，否則要約人須在該申請獲得處置後，在切實可行範圍內，盡快遵
守第(3)款。
(3) 要約人須—
(a) 向公司送交—
(i) 第693條所指的通知的文本；及
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(ii) 該通知所關乎的股份的轉讓文書，而該文書是由該要約人委任的人代該等股份的
持有人簽立的；及
(b) 向公司支付或轉讓為該通知所關乎的股份而支付的代價。
(4) 第(3)(a)(ii)款不規定要約人向公司送交當其時未行使認購權的股份權證所關乎的股份的轉讓
文書。
條： 697 公司須將要約人註冊為股東 L.N. 163 of 2013 03/03/2014
公司如收到第696(3)(a)(ii)條所指的轉讓文書，須將有關要約人註冊為有關股份的持有人。
條： 698 公司須以信託方式持有要約人支付的代價 L.N. 163 of 2013 03/03/2014
(1) 公司如收到第696(3)(b)條所指的關乎任何股份的代價，須以信託方式，為在要約人收購該股份
前有權得到該等股份的人持有該代價。
(2) 如有關代價包含任何款項，則公司須將該筆款項，存入一個獨立的有息銀行帳戶內。
(3) 除非屬以下情況，否則公司不得將上述代價付予或交付聲稱有權得到該代價的人—
(a) 該人交出有關股份的股份證明書，或交出證明對該等股份的所有權的其他證據；或
(b) 該人交出令公司滿意的彌償。
條： 699 補充第698條的條文 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，則本條適用—
(a) 有權得到根據第698(1)條以信託形式持有的代價的人下落不明；
(b) 公司已每隔一段合理期間作出合理查探，以尋找該人；及
(c) 在收到該代價後已過了12年，或該公司已清盤。
(2) 公司或(如公司已清盤)清盤人須出售—
(a) 不屬現金的代價；及
(b) 該代價所累算的不屬現金的利益。
(3) 公司或(如公司已清盤)清盤人須向法院支付一筆代表以下項目的款項—
(a) 有關代價中屬現金的部分；
(b) 第(2)款所指的出售的收益；及
(c) 該代價所累算的權益、股息或其他利益。
(4) 在第(3)款所指的付款作出時，有關信託即告終止。
(5) 以下項目的開支，可由以信託形式持有的代價支付—
(a) 第(1)(b)款所述的查探；
(b) 第(2)款所述的出售；
(c) 關乎第(3)款所述的向法院作出付款的法律程序。
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條： 700 要約人可被要求全面收購少數股東的股份 L.N. 163 of 2013 03/03/2014
(1) 在收購要約不是關乎不同類別股份的情況下，如—
(a) 要約人已憑藉該要約獲接受，而收購或訂立合約承諾無條件收購該要約所關乎的股份的一
部分(但非全部)；及
(b) 在要約期內的任何時間，由該要約人控制的公司股份，佔該公司的股份中的最少90%，
持有該要約所關乎的任何股份而在要約期終結前沒有接受該要約的持有人，可藉致予該要約人
的信件，要求該要約人收購該等股份。
(2) 在收購要約是關乎不同類別股份的情況下，如—
(a) 要約人已憑藉該要約獲接受，而收購或訂立合約承諾無條件收購該要約所關乎的任何類別
股份的一部分(但非全部)；及
(b) 在要約期內的任何時間，由該要約人控制的公司股份，佔該類別股份中的最少90%，
持有該要約所關乎的該類別的任何股份而在要約期終結前沒有接受該要約的持有人，可藉致予
該要約人的信件，要求該要約人收購該等股份。
(3) 本條給予任何股份的持有人要求要約人收購該等股份的權利，只可在以下兩個時間中的較後者
之後的3個月內行使—
(a) 要約期終結時；
(b) 根據第701條向該持有人發出通知的日期。
(4) 如有關收購要約讓股份持有人選擇代價，則該持有人可在要求要約人收購該等股份的信件中，
示明該持有人的選擇。
(5) 在本條中，提述由要約人控制的股份，即提述—
(a) 由該要約人或該要約人的有聯繫者持有的股份，或由代名人代表該要約人持有的股份；
(b) 該要約人已憑藉收購要約獲接受，而收購或訂立合約承諾無條件收購的股份；或
(c) 該要約人、該要約人的有聯繫者或代表該要約人的代名人已收購或已訂立合約承諾無條件
收購或承諾在某些條件獲得符合的前提下收購的其他股份。
條： 701 要約人須告知少數股東要求全面收購股份的權利 L.N. 163 of 2013 03/03/2014
(1) 如任何股份的持有人根據第700條有權要求要約人收購該等股份，則該要約人須向該持有人發出
通知，告知該持有人—
(a) 該持有人根據該條具有的權利；及
(b) 行使該權利的限期。
(2) 如要約人已根據第693條，向有關持有人發出該要約人有意收購有關股份的通知，則第(1)款不
適用。
(3) 任何要約人違反第(1)款，即屬犯罪，可處第5級罰款。
條： 702 向少數股東發出的通知 L.N. 163 of 2013 03/03/2014
(1) 第701條所指的向股份持有人發出的通知—
(a) 須符合指明格式；及
(b) 須在有關股份的持有人根據第700條有權要求要約人收購該等股份的首日起計的一個月內，
給予該持有人。
(2) 如上述通知是在收購要約的要約期終結前發出的，它須述明該要約仍然可予接受。
(3) 上述通知須藉以下方式，向股份持有人發出—
(a) 以專人在香港交付該持有人；
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(b) 以寄交以下地址的掛號郵遞寄給該持有人—
(i) 於有關公司的簿冊內登記的該持有人的香港地址；或
(ii) (如沒有上述地址)該持有人向有關公司提供的用作接收向其發出的通知的香港地
址；或
(c) 處長應根據第(4)款提出的申請而指示的方式。
(4) 如有以下情況，要約人可向處長提出申請，要求處長就向股份持有人發出有關通知的方式，作
出指示—
(a) 在有關公司的簿冊內並無登記該持有人的香港地址；及
(b) 該持有人沒有向該公司提供用作接收向其發出的通知的香港地址。
(5) 如有關收購要約讓股份持有人選擇代價，則上述通知—
(a) 須提供有關選項的詳情；
(b) 須述明該持有人可在第700條所指的、要求要約人收購任何股份的信件中，示明該持有人的
選擇；及
(c) 須述明如該持有人沒有示明一個選擇，則該要約指明的哪一項代價會適用。
(6) 如第(1)、(2)、(3)或(5)款遭違反，要約人即屬犯罪，可處第4級罰款。
(7) 如收購要約訂定股份持有人會收取要約人的股份或債權證，但亦可選擇收取由第三者提供的其
他代價以作代替，則該要約人可在有關通知內，示明收購要約的條款包括該選擇權。
(8) 如要約人沒有在有關通知內示明收購要約的條款包括上述選擇權，則該要約人可在該通知內，
提供收取該要約人提供的其他代價的相應選擇權。
(9) 就第(7)款而言，如有代價向要約人提供，而提供該代價的條款，是該要約人須將之用作收購要
約的代價，則該代價須視為由第三者提供。
條： 703 少數股東要求要約人全面收購股份的權利 L.N. 163 of 2013 03/03/2014
(1) 如任何股份的持有人根據第700條要求要約人收購該等股份，則本條適用。
(2) 除非原訟法庭根據第(3)款作出命令，否則要約人有權並須按有關收購要約的條款收購有關股
份，或以有關持有人與該要約人議定的其他條款收購有關股份。
(3) 原訟法庭可應有關持有人或要約人的申請，命令該要約人有權並須按該命令指明的條款收購有
關股份。
(4) 就第(2)款而言—
(a) 如有關收購要約屬第702(5)條所指者，該收購要約的條款，須視為包括為該條的目的而載
於有關通知內的詳情及陳述；
(b) 如有關收購要約屬第702(7)條所指者，該收購要約的條款，須視為不包括有關選擇權，但
如要約人在第701條所指的通知內另有示明則除外；及
(c) 如在要求要約人收購股份時，該等股份的持有人行使根據第702(8)條提供的相應選擇權，
則收購要約的條款須視為包括該相應選擇權。
條： 704 在某些情況下股東須視為沒有行使要求全面收購股份的權
利
L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 股份的持有人行使第700條給予的權利，要求要約人收購該等股份；
(b) 在行使該權利時，有關公司有符合以下說明的股份—
(i) 要約人已訂立合約承諾會在某些條件獲得符合的前提下收購的；及
(ii) 就該等股份而言，該合約沒有成為無條件合約；及
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(c) 如該等股份不被計算在內，則第700(1)(b)或(2)(b)條(視屬何情況而定)施加的規定不會獲
得符合。
(2) 就第703條而言，除非屬以下情況，否則股份持有人須視為沒有行使要求要約人收購股份的權利
—
(a) 在收購要約不是關乎不同類別股份的情況下，於行使該權利的限期終結前的任何時間，該
要約人已憑藉該要約獲接受，而收購或訂立合約承諾無條件收購的股份，佔公司的股份中
的最少90%(不論是否包括該要約人已收購或已訂立合約承諾無條件收購的該公司的任何其
他股份)；或
(b) 在收購要約是關乎不同類別股份的情況下，於行使該權利的限期終結前的任何時間，該要
約人已憑藉該要約獲接受，而收購或訂立合約承諾無條件收購的任何類別的股份，佔該類
別股份中的最少90%(不論是否包括要約人已收購或已訂立合約承諾無條件收購的該類別的
其他股份)。
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在作出回購股份的公開要約後強制購入股份 L.N. 163 of 2013 03/03/2014
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導言 L.N. 163 of 2013 03/03/2014
條： 705 釋義 L.N. 163 of 2013 03/03/2014
(1) 在本分部中—
不售股成員 (non-tendering member) 就公開要約而言，指根據第711(1)條發出通知表明不會提供 任何股份讓回購公司根據該要約回購的成員；
代名人 (nominee) 就屬某公司集團的成員的公司而言，包括代表屬該集團的成員的另一公司的代名 人。
(2) 在本分部中，提述不售股成員持有的股份，包括—
(a) 由該成員的有聯繫者持有的股份，或由代名人代表該成員持有的股份；及
(b) 該成員、該成員的有聯繫者或代表該成員的代名人已訂立合約承諾無條件收購或承諾在某
些條件獲得符合的前提下收購的股份。
條： 706 本分部對可轉換證券及債權證的適用 L.N. 163 of 2013 03/03/2014
(1) 本分部就回購公司的債權證中可轉換為該公司股份的債權證而適用，亦就回購公司的證券中可
轉換為該公司股份或給予持有人認購該公司的股份的權利的證券而適用，猶如該等債權證或證
券是該公司一個獨立類別的股份。對股份持有人的提述，以及對配發股份的提述，均須據此理
解。
(2) 在本分部中，提述任何類別股份中的90%—
(a) (如屬第(1)款所述的證券)即提述該等證券中的90%；及
(b) (如屬第(1)款所述的債權證)即提述須就該等債權證支付的總款額中的90%。
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條： 707 公開要約 L.N. 163 of 2013 03/03/2014
(1) 就本分部而言，如有以下情況，上市公司就回購該公司本身的股份而作出的要約，即屬公開要
約—
(a) 該要約的內容，是回購除以下股份外該公司的所有股份或該公司任何類別股份中的所有股
份的—
(i) 在要約的日期由居於某地方的成員持有的股份，而該要約是違反該地方的法律的；及
(ii) 在要約的日期由回購公司持有的股份；及
(b) 該要約—
(i) 不是關乎不同類別股份的，而就該要約關乎的所有股份而言，該要約的條款是相同
的；或
(ii) 是關乎不同類別股份的，而就該要約關乎的每一類別股份中的所有股份而言，該
要約的條款是相同的。
(2) 在第(1)款中—
股份 (shares) 指在有關要約的日期已配發的股份。 (3) 在第(1)(a)(ii)款中，提述由回購公司持有的股份—
(a) 即提述該公司已訂立合約承諾無條件收購或承諾在某些條件獲得符合的前提下收購的股
份；但
(b) 不包括屬符合以下說明的合約的標的之股份—
(i) 該合約是由該公司與該公司股份的持有人訂立的，而目的是確保在該要約作出時，該
持有人會接受該要約；及
(ii) 該合約的訂立是沒有代價且是藉契據訂立的、訂立該合約所收取的代價屬微不足
道或訂立該合約所收取的代價包含該公司作出該要約的承諾。
(4) 就第(1)(b)款而言，就某要約關乎的所有股份或某類別股份中的所有股份而言，即使就較早配
發的股份提供的代價的價值，有別於就較後配發的股份提供的代價的價值，只要符合以下條
件，該要約的條款仍須視為就所有有關股份而言是相同的—
(a) 股份附有獲得某些股息的權利，而同類別的其他股份因為於不同時間配發，而不附有該權
利；
(b) 該代價的價值的差別，純粹反映上述獲得股息的權利的分別；及
(c) 若非因為該代價的價值的差別，關乎所有有關股份的要約條款便會是相同的。
(5) 就第(1)(b)款而言，就某要約關乎的所有股份或某類別股份中的所有股份而言，即使提供的代
價的形式有所不同，只要符合以下條件，該要約的條款仍須視為就所有有關股份而言是相同的
—
(a) 香港以外某地方的法律不准許提供該要約的條款指明形式的代價，或該地方的法律規定除
非回購公司符合某些該公司不能夠符合或該公司視為過分嚴苛的條件，否則不准許提供該
代價；
(b) 向某人提供指明形式的代價如此不獲准許，但有另一形式的代價向該人提供；
(c) 該人能夠收取該另一形式而大致上是相等價值的代價；及
(d) 若非有代價形式的分別，關乎所有有關股份的要約條款便會是相同的。
(6) 儘管有第(1)款的規定，公開要約關乎的股份當中，可包括將會在該要約的日期後但在該要約指
明的日期前配發的股份。
條： 708 沒有傳達等不阻止要約成為公開要約 L.N. 163 of 2013 03/03/2014
(1) 即使回購股份的要約沒有傳達至某股份持有人，但如符合以下條件，則為施行本分部，此事不
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阻止該要約成為公開要約—
(a) 在回購公司的成員登記冊內，沒有登記該持有人的香港地址；
(b) 該要約沒有傳達至該持有人，是為免違反香港以外某地方的法律；及
(c) 以下其中之一—
(i) 已於憲報刊登該要約；或
(ii) 可在香港某地點或在網站上查閱該要約或取得該要約的文本，並已藉於憲報刊登
的公告指明該地點的地址或該網站的網址。
(2) 不得根據第(1)款推斷除非該款(a)、(b)及(c)段指明的條件獲得符合，否則沒有傳達至股份持
有人的要約不能為本分部的目的而成為公開要約。
(3) 即使因為香港以外某地方的法律，接受回購股份的要約對某人而言是不可能的，或是較為困難
的，此事並不阻止該要約為本分部的目的而成為公開要約。
(4) 不得根據第(3)款推斷除非某些人不可能接受要約或對某些人而言接受要約是較為困難是基於該
款所述的原因，否則不可能被某些人接受的要約或對某些人而言是較為難以接受的要約不能為
本分部的目的而成為收購要約。
條： 709 公開要約所關乎的股份 L.N. 163 of 2013 03/03/2014
(1) 就本分部而言，如在公開要約作出後但在要約期終結前，回購公司回購或訂立合約承諾無條件
回購該要約所關乎的任何股份，但它並不是憑藉該要約獲接受而回購該等股份的，則該等股份
不得視為該要約所關乎的股份。本款在第(2)款的規限下具有效力。
(2) 就本分部而言，如有以下情況，則有關股份須視為有關公開要約所關乎的股份，而回購公司須
視為憑藉該要約獲接受而回購或訂立合約承諾回購該等股份—
(a) 在回購或訂立合約承諾回購該等股份時，回購或承諾回購的代價的價值，不超過該要約的
條款指明的代價的價值；或
(b) 上述條款其後被修改，以致在公布該修改時，回購或訂立合約承諾回購該等股份的代價的
價值，在回購或訂立合約時，不再超過該條款指明的代價的價值。
(3) 就本分部而言，就回購公司的有聯繫者或代表回購公司行事的代名人持有或已訂立合約承諾無
條件回購或承諾在某些條件獲得符合的前提下回購(不論是在公開要約的日期或之後)的股份而
言，即使該要約延伸至該等股份，該等股份亦不得視為該要約所關乎的股份。本款在第(4)款的
規限下具有效力。
(4) 就本分部而言，凡在公開要約作出後但在要約期終結前，回購公司的有聯繫者或代表回購公司
行事的代名人回購或訂立合約承諾無條件回購該要約所關乎的任何股份，則如有以下情況，該
等股份須視為是該要約所關乎的股份—
(a) 在回購或訂立合約承諾回購該等股份時，回購或承諾回購的代價的價值，不超過該要約的
條款指明的代價的價值；或
(b) 上述條款其後被修改，以致在公布該修改時，回購或訂立合約承諾回購該等股份的代價的
價值，在回購或訂立合約時不再超過該條款指明的代價的價值。
(5) 就本分部而言，即使有關公開要約延伸至不售股成員持有的股份，該等股份亦不得視為該要約
所關乎的股份。
條： 710 經修改的要約不得視為新要約 L.N. 163 of 2013 03/03/2014
就本分部而言，在以下情況下，修改回購股份的要約的條款，不得視為作出新要約—
(a) 該要約的條款就以下事宜作出規定—
(i) 該等條款的修改；及
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(ii) 接受先前的條款須視為接受經修改的條款；及
(b) 該修改是按照該等規定作出的。
條： 711 成員可發出通知表明不會提供股份供根據公開要約回購 L.N. 163 of 2013 03/03/2014
(1) 回購公司的成員可在關於該公司的授權會議的通知的發出日期當日或之前，向該公司的每名其
他成員發出通知，表明該成員不會提供其所持有的任何股份供該公司根據有關公開要約回購。
(2) 即使有關要約延伸至不售股成員持有的任何股份，該成員亦無權提供該等股份供回購公司根據
有關公開要約回購。
(3) 在本條中—
授權會議 (authorizing meeting) 就回購公司而言，指為對該公司擬作出的公開要約給予授權而召 開的該公司的會議。
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“強迫出售” L.N. 163 of 2013 03/03/2014
條： 712 回購公司可發出通知表示全面回購少數股東的股份 L.N. 163 of 2013 03/03/2014
(1) 如有回購公司的成員根據第711條發出通知，表明該成員不會提供任何股份供該公司根據公開要
約回購，則本條適用。
(2) 在公開要約不是關乎不同類別股份的情況下，如回購公司已憑藉該要約獲接受，而回購或訂立
合約承諾無條件回購該要約所關乎的股份中的最少90%，則該公司可向該要約所關乎的任何其他
股份的持有人發出通知，表明該公司有意回購該等股份。
(3) 在公開要約是關乎不同類別股份的情況下，如回購公司已憑藉該要約獲接受，而回購或訂立合
約承諾無條件回購該要約所關乎的任何類別股份中的最少90%，則該公司可藉向該要約所關乎的
該類別股份的任何其他股份的持有人發出通知，表明該公司有意回購該等股份。
(4) 在公開要約不是關乎不同類別股份的情況下，如回購公司已憑藉該要約獲接受，而回購或訂立
合約承諾無條件回購該要約所關乎的股份中的少於90%，則該公司可向原訟法庭提出申請，要求
原訟法庭作出命令，授權該公司向該要約所關乎的任何其他股份的持有人發出通知，表明該公
司有意回購該等股份。
(5) 在公開要約是關乎不同類別股份的情況下，如回購公司已憑藉該要約獲接受，而回購或訂立合
約承諾無條件回購該要約所關乎的任何類別股份中的少於90%，則該公司可向原訟法庭提出申
請，要求原訟法庭作出命令，授權該公司向該要約所關乎的該類別股份的任何其他股份的持有
人發出通知，表明該公司有意回購該等股份。
(6) 原訟法庭如信納以下事宜，可應根據第(4)或(5)款提出的申請作出命令—
(a) 回購公司在作出合理查探後，仍不能追尋到一名或多於一名持有有關公開要約所關乎的股
份的人的下落；
(b) 假使該人或所有該等人士接受該公開要約，該公司便會憑藉該要約獲接受，而回購或訂立
合約承諾無條件回購該要約所關乎的股份或任何類別股份中的最少90%；及
(c) 提供的代價是公平及合理的。
(7) 原訟法庭除非信納在顧及所有情況(尤其須顧及已找到但沒有接受有關公開要約的股份持有人的
數目)下，作出上述命令是公正及公平的，否則不得作出該命令。
(8) 如原訟法庭作出命令，授權回購公司向任何股份的持有人發出通知，則該公司可向該持有人發
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出通知。
條： 713 向少數股東發出的通知 L.N. 163 of 2013 03/03/2014
(1) 第712條所指的向股份持有人發出的通知—
(a) 須符合指明格式；及
(b) 須在以下兩個時間中的較早者之前，向該持有人發出—
(i) 自公開要約的要約期終結後之日起計的3個月終結時；
(ii) 自公開要約的日期起計的6個月終結時。
(2) 上述通知須藉以下方式向股份持有人發出—
(a) 以專人在香港交付該持有人；
(b) 以寄交以下地址的掛號郵遞寄給該持有人—
(i) 於有關公司的簿冊內登記的該持有人的香港地址；或
(ii) (如沒有上述地址)該持有人向有關公司提供的用作接收向其發出的通知的香港地
址；或
(c) 處長應根據第(3)款提出的申請而指示的方式。
(3) 如有以下情況，有關回購公司可向處長提出申請，要求處長就向股份持有人發出有關通知的方
式，作出指示—
(a) 在該公司的簿冊內並無登記該持有人的香港地址；及
(b) 該持有人沒有向該公司提供用作接收向其發出的通知的香港地址。
(4) 如有關公開要約讓股份持有人選擇代價，則上述通知—
(a) 須提供有關選項的詳情；
(b) 須述明該持有人可在該通知的日期後的2個月內，藉着按該通知指明的地址送交回購公司的
信件，示明該持有人的選擇；及
(c) 須述明如該持有人沒有示明一個選擇，則該要約指明的哪一代價會適用。
條： 714 回購公司全面回購少數股東的股份的權利 L.N. 163 of 2013 03/03/2014
(1) 如有通知根據第712條向任何股份的持有人發出，則本條適用。
(2) 除非原訟法庭根據第(3)款作出命令，否則回購公司有權並須按公開要約的條款，回購有關股
份。
(3) 原訟法庭可應有關持有人在上述通知的發出日期後的2個月內提出的申請，命令—
(a) 回購公司無權並無須回購有關股份；或
(b) 回購公司有權並須按該命令指明的條款，回購有關股份。
(4) 就第(2)款而言，如有關公開要約屬第713(4)條所指者，該公開要約的條款，須視為包括為該條
的目的而載於有關通知內的詳情及陳述。
條： 715 有權全面回購少數股東的股份的回購公司的責任 L.N. 163 of 2013 03/03/2014
(1) 如回購公司憑藉第714(2)條，有權並須回購該公司的任何股份，則該公司須在有關通知的日期
後的2個月內，遵守第716條。
(2) 如在上述的2個月終結時，為第714(3)條的目的而提出的申請仍然待決，則回購公司須在該申請
獲得處置後，在切實可行範圍內，盡快遵守第716條。
第 622 章 - 《公司條例》 279
條： 716 回購公司須為通知所關乎的股份付款 L.N. 163 of 2013 03/03/2014
(1) 在以下情況下，回購公司須就第712條所指的通知所關乎的股份，向該等股份的持有人支付代價
—
(a) 該持有人向該公司交出該等股份的股份證明書，或交出證明對該等股份的所有權的其他證
據；或
(b) 該持有人向該公司交出該公司滿意的彌償。
(2) 回購公司須註銷第712條所指的通知所關乎的任何其他股份，並將關於該等股份的代價，存入一
個獨立的有息銀行帳戶內。
(3) 如回購公司根據第(2)款將代價存入銀行戶口，該公司須以信託方式，為在該公司回購有關股份
前有權得到該等股份的人持有該代價。
(4) 除非屬以下情況，否則回購公司不得將上述代價付予或交付聲稱有權得到該筆款項或代價的人
—
(a) 該人交出有關股份的股份證明書，或交出證明對該等股份的所有權的其他證據；或
(b) 該人交出令該公司滿意的彌償。
條： 717 補充第716條的條文 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 有權得到根據第716(3)條以信託形式持有的代價的人下落不明；
(b) 回購公司已每隔一段合理期間作出合理查探，以尋找該人；及
(c) 在收到該代價後已過了12年，或該公司已清盤。
(2) 回購公司或(如該公司已清盤)清盤人或臨時清盤人須出售—
(a) 不屬現金的代價；及
(b) 該代價所累算的不屬現金的利益。
(3) 回購公司或(如該公司已清盤)清盤人或臨時清盤人須向法院支付一筆代表以下項目的款項—
(a) 有關代價中屬現金的部分；
(b) 第(2)款所指的出售的收益；及
(c) 該代價所累算的權益、股息或其他利益。
(4) 在第(3)款所指的付款作出時，有關信託即告終止。
(5) 以下項目的開支，可由以信託形式持有的代價支付—
(a) 第(1)(b)款所述的查探；
(b) 第(2)款所述的出售；
(c) 關乎第(3)款所述的向法院作出付款的法律程序。
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“強迫購買” L.N. 163 of 2013 03/03/2014
條： 718 回購公司可被要求全面回購少數股東的股份 L.N. 163 of 2013 03/03/2014
(1) 如有回購公司的成員根據第711條發出通知，表明該成員不會提供任何股份供該公司根據公開要
約回購，則本條適用。
(2) 在公開要約不是關乎不同類別股份的情況下，如—
第 622 章 - 《公司條例》 280
(a) 回購公司已憑藉該要約獲接受，而回購或訂立合約承諾無條件回購該要約所關乎的股份的
一部分(但非全部)；及
(b) 在要約期內的任何時間，由回購公司控制的該公司的股份(不論是否包括不售股成員持有的
該公司的股份)，佔該公司的股份中的最少90%，
持有該要約所關乎的任何股份而在該期間終結前沒有接受該要約的持有人，可藉致予回購公司
的信件，要求該公司回購該等股份。
(3) 在公開要約是關乎不同類別股份的情況下，如—
(a) 回購公司已憑藉該要約獲接受，而回購或訂立合約承諾無條件回購該要約所關乎的任何類
別股份的一部分(但非全部)；及
(b) 在要約期內的任何時間，由回購公司控制的該等股份(不論是否包括不售股成員持有的該類
別的股份)，佔該類別股份中的最少90%，
持有該要約所關乎的該類別的任何股份而在該期間終結前沒有接受該要約的持有人，可藉致予
回購公司的信件，要求該公司回購該等股份。
(4) 本條給予任何股份的持有人要求回購公司回購該等股份的權利，只可在以下兩個時間中的較後
者之後的3個月內行使—
(a) 要約期終結時；
(b) 根據第719條向該持有人發出通知的日期。
(5) 如有關公開要約讓股份持有人選擇代價，則該持有人可在要求回購公司回購該等股份的信件
中，示明該持有人的選擇。
(6) 在本條中，提述由回購公司控制的股份，即提述—
(a) 由回購公司的有聯繫者持有的股份，或由代名人代表該公司持有的股份；
(b) 回購公司已憑藉公開要約獲接受，而回購或訂立合約承諾無條件回購的股份；或
(c) 回購公司、該公司的有聯繫者或代表該公司的代名人已回購或已訂立合約承諾無條件回購
或承諾在某些條件獲得符合的前提下回購的其他股份。
條： 719 回購公司須告知少數股東要求全面回購股份的權利 L.N. 163 of 2013 03/03/2014
(1) 如任何股份的持有人根據第718條有權要求回購公司回購該等股份，則該公司須向該持有人發出
通知，告知該持有人—
(a) 該持有人根據該條具有的權利；及
(b) 行使該權利的限期。
(2) 如回購公司已根據第712條，向有關持有人發出它有意回購有關股份的通知，則第(1)款不適
用。
(3) 任何回購公司違反第(1)款，即屬犯罪，可處第5級罰款。
條： 720 向少數股東發出的通知 L.N. 163 of 2013 03/03/2014
(1) 第719條所指的向股份持有人發出的通知—
(a) 須符合指明格式；及
(b) 須在有關股份的持有人根據第718條有權要求回購公司回購該等股份的首日起計的一個月
內，給予該持有人。
(2) 如上述通知是在公開要約的要約期終結前發出的，它須述明該要約仍然可予接受。
(3) 上述通知須藉以下方式，向股份持有人發出—
(a) 以專人在香港交付該持有人；
(b) 以寄交以下地址的掛號郵遞寄給該持有人—
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(i) 於有關公司的簿冊內登記的該持有人的香港地址；或
(ii) (如沒有上述地址)該持有人向有關公司提供的用作接收向其發出的通知的香港地
址；或
(c) 處長應根據第(4)款提出的申請而指示的方式。
(4) 如有以下情況，回購公司可向處長提出申請，要求處長就向股份持有人發出有關通知的方式，
作出指示—
(a) 在該公司的簿冊內並無登記該持有人的香港地址；及
(b) 該持有人沒有向該公司提供用作接收向其發出的通知的香港地址。
(5) 如有關公開要約讓股份持有人選擇代價，則上述通知—
(a) 須提供有關選項的詳情；
(b) 須述明該持有人可在第718條所指的、要求回購公司回購任何股份的信件中，示明該持有人
的選擇；及
(c) 須述明如該持有人沒有示明一個選擇，則該要約指明的哪一項代價會適用。
(6) 如第(1)、(2)、(3)或(5)款遭違反，回購公司即屬犯罪，可處第4級罰款。
條： 721 少數股東要求回購公司全面回購股份的權利 L.N. 163 of 2013 03/03/2014
(1) 如任何股份的持有人根據第718條要求回購公司回購該等股份，則本條適用。
(2) 除非原訟法庭根據第(3)款作出命令，否則回購公司有權並須按有關公開要約的條款回購有關股
份，或以有關持有人與該公司議定的其他條款回購有關股份。
(3) 原訟法庭可應有關持有人或回購公司的申請，命令該公司有權並須按該命令指明的條款回購有
關股份。
(4) 就第(2)款而言，如有關公開要約屬第720(5)條所指者，該公開要約的條款，須視為包括為該條
的目的而載於有關通知內的詳情及陳述。
部： 14 保障公司或成員權益的補救 L.N. 163 of 2013 03/03/2014
(*格式變更─2013年第1號編輯修訂紀錄)
__________________________________________________________________________ 註：
* 第14部的格式已按現行法例樣式更新。
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導言 L.N. 163 of 2013 03/03/2014
條： 722 釋義 L.N. 163 of 2013 03/03/2014
(1) 在本部中—
公司 (company) 包括非香港公司。 (2) 如某公司沒有章程細則，在本部中，提述公司的章程細則，須理解為組織該公司或對該公司的
組織作出規定的文書。
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對不公平地損害成員權益的補救 L.N. 163 of 2013 03/03/2014
條： 723 釋義 L.N. 163 of 2013 03/03/2014
(1) 凡—
(a) 某人在緊接去世前，是某公司成員，則在本分部中，提述公司成員，包括該人的遺產代理
人；及
(b) 某人在緊接去世前，是某公司成員，則在本分部中，提述公司成員，包括憑藉該人的遺囑
或因該人在無遺囑的情況下去世而成為該公司的股份的受託人，或憑藉該遺囑或因該人在
無遺囑的情況下去世而享有該公司股份的實益權益的人。
(2) 凡某人在緊接去世前，是某公司的前度成員，則在本分部中，提述公司的前度成員，包括該人
的遺產代理人。
(3) 就本分部而言，除非某人符合以下說明，否則該人不是某公司的前度成員—
(a) 該人曾經是該公司成員，但已不再是該公司成員；及
(b) 該人在2005年7月15日或之後，不再是該公司成員。
條： 724 原訟法庭何時可命令作出補救 L.N. 163 of 2013 03/03/2014
(1) 原訟法庭如應某公司的成員提出的呈請，認為—
(a) 該公司的事務，正以或曾以不公平地損害眾成員或某名或某些成員(包括該成員)的權益的
方式處理；或
(b) 該公司某項實際作出或沒有作出的作為(包括任何代表該公司而作出或沒有作出的作為)，
或該公司某項擬作出或不作出的作為(包括任何代表該公司而作出或不作出的作為)，具有
或會具有(a)段所述的損害性，
則可行使第725(1)(a)及(2)條所指的權力。
(2) 原訟法庭如應財政司司長根據第879(3)條提出的呈請，認為—
(a) 某公司的事務，正以或曾以不公平地損害眾成員或某名或某些成員的權益的方式處理；或
(b) 某公司某項實際作出或沒有作出的作為(包括任何代表該公司而作出或沒有作出的作為)，
或該公司某項擬作出或不作出的作為(包括任何代表該公司而作出或不作出的作為)，具有
或會具有(a)段所述的損害性，則可行使第725(1)(b)及(2)條所指的權力。
(3) 原訟法庭如應某公司的前度成員提出的呈請，認為在該前度成員是該公司的成員時—
(a) 該公司的事務，曾以不公平地損害當其時眾成員或當其時某名或某些成員(包括該前度成
員)的權益的方式處理；或
(b) 該公司某項實際作出或沒有作出的作為(包括任何代表該公司而作出的作為，亦包括任何沒
有代表該公司而作出的作為)，具有(a)段所述的損害性，
則可行使第725(4)條所指的權力。
條： 725 原訟法庭可命令作出的補救 L.N. 163 of 2013 03/03/2014
(1) 原訟法庭可—
(a) 為施行第724(1)條，作出它認為合適的命令，以就第724(1)(a)或(b)條所述的事情提供濟
助；及
(b) 為施行第724(2)條，作出它認為合適的命令，以就第724(2)(a) 或(b) 條所述的事情提供
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濟助。
(2) 在不局限第(1)款的原則下，原訟法庭—
(a) 可作出以下任何或所有命令—
(i) 具有以下效力的命令—
(A) 禁制繼續以第724(1)(a)或(2)(a)條所述的方式，處理有關公司的事務；
(B) 禁制作出第724(1)(b)或(2)(b)條所述的作為；或
(C) 規定作出第724(1)(b)或(2)(b)條所述的、有關公司沒有作出或擬不作出的作為；
(ii) 規定以有關公司的名義，並按原訟法庭所命令的任何條款，針對原訟法庭所命令
的任何人，提起原訟法庭認為合適的法律程序的命令；
(iii) 就以下所有項目或其中一個項目委任接管人或經理人的命令—
(A) 有關公司的財產或其任何部分；
(B) 有關公司的業務或其任何部分；
(iv) 原訟法庭認為合適的任何其他命令，不論是為以下任何目的而作出—
(A) 規管有關公司的事務在日後的處理方式；
(B) 有關公司的任何成員購買該公司另一成員的股份；
(C) 有關公司購買其任何成員的股份，並相應地減少其資本；或
(D) 任何其他目的；及
(b) 在有關公司任何成員權益曾受到該公司的事務的處理方式或有關作為或不作為不公平地損
害的情況下，可命令該公司或任何其他人向該成員支付原訟法庭認為合適的損害賠償，以
及原訟法庭認為合適的該等損害賠償的利息。
(3) 原訟法庭在根據第(2)(a)(iii)款作出命令時，可指明接管人或經理人的權力及責任，以及釐定
其酬金。
(4) 為施行第724(3)條，凡有關公司在關鍵時間的成員的權益曾受到該公司的事務的處理方式或有
關作為或不作為不公平地損害，原訟法庭可命令該公司或任何其他人向該成員支付原訟法庭認
為合適的損害賠償，以及原訟法庭認為合適的該等損害賠償的利息。
(5) 為免生疑問，任何公司的成員(前度成員或現在的成員)均無權藉著尋求第(2)(b)或(4)款所指的
損害賠償，追討任何純粹反映該公司所蒙受並且在普通法之下只有該公司才有權追討的損失。
(6) 在本條中—
關鍵時間 (material time) 指當有關的前度成員是有關公司成員的時間。
條： 726 藉原訟法庭命令修改章程細則 L.N. 163 of 2013 03/03/2014
(1) 如公司的章程細則，被第725條所指的命令修改，則本條適用。
(2) 上述修改所具效力，猶如該項修改是藉有關公司的決議作出的一樣，而本條例適用於有關章程
細則，猶如該項修改是藉該公司的決議作出的一樣。
(3) 儘管本條例有任何規定，有關公司無權未經原訟法庭許可，而以抵觸上述命令的方式，修改章
程細則。
(4) 有關公司須於上述命令作出後的15日內，將該命令的正式文本交付處長登記。
(5) 如公司違反第(4)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$300。
條： 727 終審法院首席法官可訂立規則 L.N. 163 of 2013 03/03/2014
(1) 在立法會批准下，終審法院首席法官可訂立規則—
(a) 規管根據本分部提起的法律程序；及
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(b) 訂明須就該法律程序支付的費用。
(2) 上述規則如賦權某人向另一人提出問題，則該等規則亦可規定，該另一人對該問題的答覆，可
用作為針對該另一人的證據。
(3) 上述規則可賦權原訟法庭—
(a) 釐定須就上述法律程序支付但該等規則沒有訂明的費用；及
(b) 更改如此釐定的費用。
(4) 上述規則可規定，須就上述法律程序向某人支付的費用，可作為拖欠該人的債項而追討。
(5) 上述規則可藉參照費用及百分率計算表而訂明費用；而原訟法庭可根據該等規則，藉參照費用
及百分率計算表而釐定或更改費用。
(6) 按上述條文訂明、釐定或更改費用時，無需參照就上述法律程序或相當可能就上述法律程序而
招致的行政費用或其他費用的款額。
(7) 按上述條文訂明、釐定或更改的費用，不會僅因其款額而無效。
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對於其他人就公司從事的行為作出的補救等 L.N. 163 of 2013 03/03/2014
條： 728 第729條的適用範圍 L.N. 163 of 2013 03/03/2014
(1) 如就某公司而言有以下情況，則第729條適用—
(a) 某人曾從事、正從事或正擬從事某行為，而該行為已構成、正構成或會構成—
(i) 違反本條例的行為；
(ii) 關乎違反本條例的錯失；或
(iii) 第(4)款指明的違反行為；或
(b) 某人曾拒絕或沒有作出、正拒絕或沒有作出、或正擬拒絕或不作出本條例規定該人作出的
作為或事情。
(2) 如就某公司而言有以下情況，則第729條亦適用—
(a) 某人在本條的生效日期*前曾從事、正從事或正擬從事—
(i) 構成或會構成違反《前身條例》且亦會構成違反本條例的行為；
(ii) 構成或會構成關乎違反《前身條例》的錯失且亦會構成關乎違反本條例的相同錯
失的行為；或
(iii) 構成或會構成第(4)款指明的違反行為的行為；及
(b) 該人曾從事、正從事或正擬從事上述行為一事，仍在繼續。
(3) 如就某公司而言有以下情況，則第729條亦適用—
(a) 某人在本條的生效日期*前曾拒絕或沒有作出、正拒絕或沒有作出、或正擬拒絕或不作出
《前身條例》規定該人作出的作為或事情；
(b) 本條例亦規定該人作出該作為或事情；及
(c) 該人曾拒絕或沒有作出、正拒絕或沒有作出、或正擬拒絕或不作出上述行為一事，仍在繼
續。
(4) 為施行第(1)(a)(iii)或(2)(a)(iii)款而指明的違反行為如下—
(a) 違反有關的人以有關公司董事以外的身分對該公司所負的受信責任；
(b) 違反有關的人以有關公司董事的身分對該公司所負的受信責任或其他責任；或
(c) 違反有關公司的章程細則。
(5) 在本條中，提述關乎違反本條例或《前身條例》的錯失，即提述—
(a) 企圖違反有關條例；
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(b) 協助、教唆、慫使或促致另一人違反有關條例；
(c) 以或企圖以不論威脅、承諾或其他方式，誘使另一人違反有關條例；
(d) 以直接或間接的方式，在知情的情況下，牽涉入或參與另一人違反有關條例；或
(e) 與其他人串謀違反有關條例。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 729 原訟法庭可命令作出補救 L.N. 163 of 2013 03/03/2014
(1) 如有關公司的成員或債權人提出申請，而該成員或債權人的權益，曾受、正受或會受有關的人
的行為或有關的人拒絕或沒有作出有關作為或事情所影響，則原訟法庭可應有關申請，作出以
下任何或所有命令—
(a) 按原訟法庭認為合適的條款，授予強制令—
(i) 就第728(1)(a)或(2)條而言，禁制該人從事該行為，或規定該人作出任何作為或事
情；或
(ii) 就第728(1)(b)或(3)條而言，規定該人作出任何作為或事情；
(b) 命令該人向任何其他人支付損害賠償；
(c) 宣布任何合約在該命令指明的範圍內屬無效或可致無效。
(2) 原訟法庭可應財政司司長根據第879(4)或(5)條提出的申請，作出以下任何或所有命令—
(a) 按原訟法庭認為合適的條款，授予強制令—
(i) 就第728(1)(a)或(2)條而言，禁制有關的人從事有關行為，或規定該人作出任何作為
或事情；或
(ii) 就第728(1)(b)或(3)條而言，規定有關的人作出任何作為或事情；
(b) 命令該人向任何其他人支付損害賠償；
(c) 宣布任何合約在該命令指明的範圍內屬無效或可致無效。
(3) 原訟法庭可根據第(1)(a)(i)或(2)(a)(i)款授予強制令，禁制某人從事某行為，而不論—
(a) 原訟法庭是否覺得該人意圖再次從事或繼續從事該行為；
(b) 該人以前曾否從事該行為；及
(c) 該人如從事該行為，會否有對任何其他人造成重大損害的迫切危險。
(4) 原訟法庭可根據第(1)(a)或(2)(a)款授予強制令，規定某人作出某作為或事情，而不論—
(a) 原訟法庭是否覺得該人意圖再次拒絕作出或意圖再次不作出該作為或事情，或意圖繼續拒
絕作出或意圖繼續不作出該作為或事情；
(b) 該人以前曾否拒絕作出或沒有作出該作為或事情；及
(c) 該人如拒絕作出或沒有作出該作為或事情，會否有對任何其他人造成重大損害的迫切危
險。
(5) 為免生疑問，任何人均無權藉著尋求第(1)(b)或(2)(b)款所指的損害賠償，追討任何純粹反映
有關公司所蒙受並且在普通法之下只有該公司才有權追討的損失。
條： 730 補充第729條的條文 L.N. 163 of 2013 03/03/2014
(1) 原訟法庭可在第729(1)或(2)條所指的申請仍有待裁定時，按它認為合適的條款及條件，授予臨
時強制令或臨時損害賠償，或同時授予兩者。
(2) 原訟法庭可解除或更改根據第(1)款或第729(1)或(2)條授予的強制令。
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部：
分部：
14
4
就對公司所作的不當行為提出衍生訴訟以尋求補救等 L.N. 163 of 2013 03/03/2014
條： 731 釋義 L.N. 163 of 2013 03/03/2014
在本分部中—
不當行為 (misconduct) 指欺詐、疏忽或違反責任，亦指在遵從任何條例或法律規則方面的錯失； 法律程序 (proceedings) 指任何在法院司法管轄權範圍內的法律程序，但刑事法律程序除外。
條： 732 公司的成員或有聯繫公司的成員可提起或介入法律程序 L.N. 163 of 2013 03/03/2014
(1) 如有人對某公司作出不當行為，該公司的任何成員或該公司的有聯繫公司的任何成員若獲得原
訟法庭根據第733 條批予的許可，即可代表該公司，就該行為在法院提起法律程序。
(2) 如因對某公司作出的不當行為，以致該公司沒有就任何事宜提起法律程序，該公司的任何成員
或該公司的有聯繫公司的任何成員若獲得原訟法庭根據第733 條批予的許可，即可代表該公
司，就該事宜在法院提起法律程序。
(3) 如因對某公司作出的不當行為，以致該公司沒有努力繼續進行或沒有努力中止任何法律程序，
或沒有努力在任何法律程序中抗辯，該公司的任何成員或該公司的有聯繫公司的任何成員若獲
得原訟法庭根據第733條批予的許可，即可介入在法院進行的該法律程序，以代表該公司繼續進
行或中止該法律程序，或在該法律程序中抗辯。
(4) 就根據第(1)或(2)款提起法律程序而言，其訴訟因由歸屬有關公司。任何該法律程序，均須以
該公司的名義提起，而有關濟助(如有的話)，亦須是代表該公司尋求的。
(5) 就根據第(3)款介入的法律程序而言，繼續進行或中止該法律程序或在該法律程序中抗辯的權
利，歸屬有關公司，而有關濟助(如有的話)，亦須是代表該公司尋求的。
(6) 在不抵觸第736條的規定下，本分部並不影響公司的成員或公司的有聯繫公司的成員在普通法下
代表該公司提起法律程序的權利，亦不影響該成員如此介入該公司屬訴訟一方的法律程序的權
利。
(7) 本條並不阻止公司的成員或公司的有聯繫公司的成員就任何個人權利而以其本人名義就該公司
提起法律程序，或介入該公司屬訴訟一方的法律程序。
條： 733 原訟法庭所批予的提起或介入法律程序的許可 L.N. 163 of 2013 03/03/2014
(1) 原訟法庭可應某公司的任何成員或某公司的有聯繫公司的任何成員的申請，為第732(1)、(2)或
(3)條的目的而批予許可，前提是原訟法庭須信納—
(a) 從該申請的表面上看，向該成員批予許可看似是符合該公司的利益；
(b) 就—
(i) 根據第732(1)或(2)條要求批予提起法律程序的許可的申請而言，有須予認真處理的問
題須作審訊，而該公司本身並未提起有關法律程序；或
(ii) 根據第732(3)條要求批予介入法律程序的許可的申請而言，該公司沒有努力繼續
進行或沒有努力中止有關法律程序，或沒有努力在有關法律程序中抗辯；及
(c) (除非原訟法庭已根據第(5)款批予許可)該成員已按照第(3)款送達書面通知予該公司，而
該通知符合第(4)款的規定。
(2) 原訟法庭如—
(a) 就根據第732(1)或(2)條要求批予提起法律程序的許可的申請而言，信納有關成員已行使任
第 622 章 - 《公司條例》 287
何普通法權利，就同一的訟案或事宜，代表有關公司提起法律程序；或
(b) 就根據第732(3)條要求批予介入法律程序的許可的申請而言，信納有關成員已行使任何普
通法權利，介入有關公司屬訴訟一方的有關法律程序，
則可拒絕批予許可。
(3) 上述書面通知，須在有關成員就有關公司提出許可申請前最少14日—
(a) (如屬第2(1)條所界定的公司)以將該通知留在或以郵遞方式將該通知寄往其註冊辦事處的
方式，送達該公司；或
(b) (如屬非香港公司)以憑藉第803條屬妥為將該通知送達該公司的方式，送達該公司。
(4) 上述書面通知須述明—
(a) 有關成員意圖為第732(1)、(2)或(3)條的目的，就有關公司申請許可；及
(b) 該成員有該意圖的原因。
(5) 原訟法庭可為第(1)(c)款的目的批予許可，以免除送達上述書面通知的責任。
條： 734 有關行為獲批准或追認並不禁止提出衍生訴訟 L.N. 163 of 2013 03/03/2014
(1) 如某公司的成員批准或追認任何行為，該批准或追認—
(a) 並不阻止該公司的任何成員或該公司的有聯繫公司的任何成員—
(i) 根據第732(1)或(2)條提起法律程序；
(ii) 根據第732(3)條介入法律程序；或
(iii) 為第732(1)、(2)或(3)條的目的申請許可；
(b) 並不是原訟法庭拒絕為第732(1)、(2)或(3)條的目的批予許可的理由；及
(c) 並不是在有關成員提起或介入的法律程序中法院裁定被告人勝訴的理由。
(2) 儘管有第(1)款的規定，法院可在顧及第(3)款指明的事宜後，在決定就以下項目作出何種判決
或命令時，考慮有關批准或追認—
(a) 根據第732(1)、(2)或(3)條提起或介入的法律程序；或
(b) 為第732(1)、(2)或(3)條的目的而提出的許可申請。
(3) 上述事宜是指—
(a) 在顧及有關公司的利益下，有關成員在批准或追認有關行為時，是否為正當的目的而行
事；
(b) 該等成員在批准或追認該行為時，與該行為有關連的程度；及
(c) 該等成員在決定是否批准或追認該行為時，掌握了多少關於該行為的資料。
條： 735 未經原訟法庭許可法律程序不得中止或和解 L.N. 163 of 2013 03/03/2014
如有人根據第732(1)、(2)或(3)條提起或介入法律程序，則該法律程序只有在經原訟法庭許可下，
方可中止或和解。
條： 736 原訟法庭可撤銷成員根據普通法提起的衍生法律程序等 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 在原訟法庭為第732(1)或(2)條的目的向某公司的成員或某公司的有聯繫公司的成員批予許
可後，該成員行使任何普通法權利，就同一訟案或事宜，代表該公司提起法律程序；或
(b) 在原訟法庭為第732(3)條的目的向某公司的成員或某公司的有聯繫公司的成員批予許可
後，該成員行使任何普通法權利，介入該公司屬訴訟一方的有關法律程序。
(2) 原訟法庭可—
第 622 章 - 《公司條例》 288
(a) 命令修訂在根據普通法提起的法律程序或根據普通法作出的介入行動中的任何狀書或任何
令狀上的註明；
(b) 命令剔除該狀書或該註明，或該狀書或該註明的任何內容；及
(c) 命令擱置或撤銷根據普通法提起的法律程序或根據普通法作出的介入行動，或據此登錄判
決。
(3) 本條增補而非減損法律賦予原訟法庭的權力。
條： 737 原訟法庭作出命令以及發出指示的一般權力 L.N. 163 of 2013 03/03/2014
(1) 原訟法庭可就以下項目，作出它認為合適的命令，及發出它認為合適的指示—
(a) 根據第732(1)、(2)或(3)條提起或介入的法律程序；
(b) 為第732(1)、(2)或(3)條的目的而提出的許可申請；
(c) 拒絕批予上述許可；或
(d) 第736(2)條所指的命令。
(2) 在不局限第(1)款的原則下，原訟法庭可根據該款的(a)或(b)段，作出以下任何或所有事情—
(a) 在有關法律程序或申請有待裁定時，作出臨時命令；
(b) 發出關於有關法律程序或申請如何進行的指示；
(c) 作出命令，指示有關公司或該公司的高級人員—
(i) 提供或不提供原訟法庭認為就有關法律程序或申請而言屬合適的資料或協助；或
(ii) 作出或不作出任何其他作為；
(d) 作出命令，委任獨立人士就以下事項進行調查，並向原訟法庭提交報告—
(i) 有關公司的財務狀況；
(ii) 引致有關法律程序或申請的事實或情況；或
(iii) 有關法律程序或申請的各方所招致的訟費，以及提起或介入該法律程序或提出該
申請的成員所招致的訟費。
(3) 原訟法庭如根據第(2)(d)款委任獨立人士，可—
(a) 命令以下任何或所有人士負上支付因調查而引致的任何開支的法律責任—
(i) 有關公司；
(ii) 有關法律程序或申請的各方；
(iii) 提起或介入有關法律程序或提出有關申請的成員；
(b) 覆核、更改或撤銷根據(a)段作出的命令；及
(c) 作出原訟法庭認為就該款而言屬合適的任何其他命令。
(4) 如有命令根據第(3)款作出或更改，而根據該命令，有某名或某些人士負上支付任何開支的法律
責任，則原訟法庭可決定該名或每名該等人士的法律責任的性質及範圍。
條： 738 原訟法庭可作出關於訟費的命令 L.N. 163 of 2013 03/03/2014
(1) 原訟法庭可就以下訟費，作出它認為合適的命令—
(a) 就或將會就—
(i) 根據第732(1)、(2)或(3)條提起或介入或將會根據第732(1)、(2)或(3)條提起或介入
的法律程序而招致的訟費；或
(ii) 為第732(1)、(2)或(3)條的目的而提出許可申請而招致的訟費；及
(b) 有關成員、有關公司或有關法律程序或申請的任何其他各方所招致或將會招致的訟費。
(2) 上述命令可規定，有關公司須從其資產撥款，以彌償有關成員因提起或介入有關法律程序或因
提出有關申請而招致或將會招致的訟費。
第 622 章 - 《公司條例》 289
(3) 原訟法庭須信納有關成員提起或介入有關法律程序或提出有關申請是真誠行事並有合理理由，
方可根據本條，就訟費(包括關於彌償的規定)作出有利於該成員的命令。
部：
分部：
14
5
成員查閱公司的紀錄 L.N. 163 of 2013 03/03/2014
條： 739 釋義 L.N. 163 of 2013 03/03/2014
在本分部中—
文件 (document) 具有第838(1)條給予該詞的涵義； 紀錄 (record) 具有第838(1)條給予該詞的涵義。
條： 740 原訟法庭可命令查閱紀錄或文件 L.N. 163 of 2013 03/03/2014
(1) 原訟法庭可應某公司達到所需數目的成員的申請，作出命令—
(a) 授權申請人或(如有多於一名申請人)其中一名申請人查閱該公司的任何紀錄或文件；或
(b) 授權並非申請人的人或(如有多於一名申請人)並非其中一名申請人的人，代表該申請人或
該等申請人查閱該公司的任何紀錄或文件。
(2) 原訟法庭如信納—
(a) 有關申請是真誠提出的；及
(b) 查閱有關紀錄或文件是為正當目的而進行的，
則可作出上述命令，授權某人查閱該紀錄或文件。
(3) 如原訟法庭作出上述命令，授權某人查閱有關紀錄或文件，該人可複製該紀錄或文件，但如原
訟法庭另有命令則除外。
(4) 如原訟法庭作出上述命令，授權某人查閱有關紀錄或文件，它可作出它認為合適的任何其他命
令，包括—
(a) 規定有關公司或其高級人員向該人出示任何紀錄或文件的命令；
(b) 指明該人可查閱的紀錄或文件的命令；
(c) 規定申請人支付有關公司因該項查閱而合理地招致的開支的命令；及
(d) 准許該人或(如該人並非申請人)申請人向命令指明的任何其他人披露因該項查閱而取得的
任何資料的命令。
(5) 遵從根據第(1)或(4)款作出的命令的人，不會僅因遵從該命令而負上任何民事法律責任。
(6) 在本條中，提述某公司達到所需數目的成員，即提述—
(a) 於有關申請的日期當日，代表全體有權在該公司成員大會上表決的成員的表決權最少2.5%
的數目的成員；或
(b) 最少5名該公司的成員。
條： 741 保密 L.N. 163 of 2013 03/03/2014
(1) 原訟法庭如應某公司某名或某些成員的申請而根據第740(1)條作出命令，授權某人查閱紀錄或
文件，則該人可向屬申請人的人披露因該項查閱而取得的任何資料。
(2) 獲授權的人或屬資料披露對象的申請人，不得在未經有關公司事先書面同意下，向並非申請人
的人披露因有關查閱而取得的任何資料。
(3) 儘管有第(2)款的規定，在以下情況下，獲授權的人或屬資料披露對象的申請人可向另一人披露
第 622 章 - 《公司條例》 290
上述資料—
(a) 有關披露是為提起刑事法律程序而須作出的，或是在其他情況下為刑事法律程序的目
的而須作出的；
(b) 有關披露是按照根據第740(1)或(4)條作出的命令獲准許的；或
(c) 有關披露是按照法律或按照根據法律作出的規定獲准許的。
(4) 原訟法庭如根據第740(1)條作出命令，授權某人為任何目的而查閱紀錄或文件，該人或屬資料
披露對象的申請人不得將因該項查閱而取得的任何資料，用於該項查閱申請的目的以外的任何
目的，但如原訟法庭另有命令則除外。
(5) 任何人違反第(2)或(4)款，即屬犯罪—
(a) 一經循公訴程序定罪，可處罰款$150000及監禁2年；或
(b) 一經循簡易程序定罪，可處第5級罰款及監禁6個月。
條： 742 法律專業保密權 L.N. 163 of 2013 03/03/2014
第740條或根據該條作出的命令，並不授權任何人查閱任何包含享有法律專業保密權的資料的紀錄或
文件。
條： 743 保障個人資料 L.N. 163 of 2013 03/03/2014
為免生疑問，第740及741條或根據第740條作出的命令，並不授權在違反《個人資料(私隱)條例》
(第486章)的情況下收集、保留或使用個人資料。
部： 15 被除名或撤銷註冊而解散 L.N. 163 of 2013 03/03/2014
(*格式變更─2013年第1號編輯修訂紀錄)
__________________________________________________________________________ 註：
* 第15部的格式已按現行法例樣式更新。
部：
分部：
15
1
除名 L.N. 163 of 2013 03/03/2014
部：
分部：
次分部：
15
1
1
處長剔除不營運或不經營業務的公司的名稱的權力 L.N. 163 of 2013 03/03/2014
條： 744 處長可向公司送交查詢信件 L.N. 163 of 2013 03/03/2014
(1) 如處長有合理因由相信，某公司並非正在營運或經營業務，則處長可藉郵遞方式，向該公司送
交一封信件，查詢該公司是否正在營運或經營業務。
(2) 上述信件—
(a) 須寄往有關公司的註冊辦事處，並註明該公司為收件人；
(b) 在處長沒有收到關於該公司的註冊辦事處的通知的情況下，須寄給該公司的高級人員，並
註明由該人員轉交該公司；或
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(c) 在該公司沒有高級人員的姓名或名稱及地址為處長所知的情況下，須寄給姓名或名稱及地
址為處長所知的每名創辦成員，並註明該等創辦成員為收件人。
(3) 如處長認為，有關公司的註冊辦事處的地址無法確定，或認為該公司相當可能不會收到第(1)款
所指的信件，則處長可在憲報刊登公告，以代替根據該款送交信件，該公告須述明除非有反對
因由提出，否則在該公告的日期後的3個月終結時，該公司的名稱將會從公司登記冊剔除，而該
公司將會解散。
條： 745 處長須在某些情況下作出跟進 L.N. 163 of 2013 03/03/2014
(1) 如在根據第744(1)條送交信件後的一個月內—
(a) 處長沒有收到對該信件作出的回覆；或
(b) 處長收到對該信件作出的回覆，表明有關公司並非正在營運，亦非正在經營業務，則本條
適用。
(2) 處長須在上述的一個月終結後的30日內—
(a) (除第(4)款另有規定外)以掛號郵遞方式，向有關公司送交另一封信件，該另一封信件須—
(i) 提述根據第744(1)條送交的信件(首封信件)；及 (ii) 述明—
(A) 處長沒有收到對首封信件的回覆；或
(B) 處長已收到對首封信件作出的回覆，表明該公司並非正在營運，亦非正在經營業
務；及
(b) 在憲報刊登公告，述明除非有反對因由提出，否則在該公告的日期後的3個月終結時，該公
司的名稱將會從公司登記冊剔除，而該公司將會解散。
(3) 上述信件—
(a) 須寄往有關公司的註冊辦事處，並註明該公司為收件人；
(b) 在處長沒有收到關於該公司的註冊辦事處的通知的情況下，須寄給該公司的高級人員，並
註明由該人員轉交該公司；或
(c) 在該公司沒有高級人員的姓名或名稱及地址為處長所知的情況下，須寄給姓名或名稱及地
址為處長所知的每名創辦成員，並註明該等創辦成員為收件人。
(4) 如處長認為，有關公司的註冊辦事處的地址無法確定，或認為該公司相當可能不會收到根據第
(2)(a)款送交的信件，則處長無需根據該款向該公司送交信件。
條： 746 處長可剔除公司的名稱 L.N. 163 of 2013 03/03/2014
(1) 在根據第744(3)或745(2)(b)條刊登公告後，除非有反對因由提出，否則處長可在該公告的日期
後的3個月終結時，從公司登記冊剔除有關公司的名稱。
(2) 處長須在憲報刊登公告，示明有關公司的名稱已從公司登記冊剔除。
(3) 在第(2)款所指的公告刊登時，有關公司即告解散。
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條： 747 處長在公司清盤時行事的責任 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，第(2)款適用—
(a) 公司正進行清盤；
(b) 處長有合理因由相信—
(i) 並無清盤人亦無臨時清盤人正在行事；或
(ii) 該公司的事務已完全處理完畢；及
(c) 須由清盤人或臨時清盤人作出的申報表，已在一段連續6個月的期間內沒有作出。
(2) 除第(5)款另有規定外，處長須在憲報刊登公告，並向有關公司或清盤人或臨時清盤人(如有的
話)送交一份通知，該公告及通知須述明除非有反對因由提出，否則在該公告的日期後3個月終
結時，該公司的名稱將會從公司登記冊剔除，而該公司將會解散。
(3) 送交公司的通知—
(a) 須寄往該公司的註冊辦事處，並註明該公司為收件人；
(b) 在處長沒有收到關於該公司的註冊辦事處的通知的情況下，須寄給該公司的高級人員，並
註明由該人員轉交該公司；或
(c) 在該公司沒有高級人員的姓名或名稱及地址為處長所知的情況下，須寄給姓名或名稱及地
址為處長所知的每名創辦成員，並註明該等創辦成員為收件人。
(4) 送交清盤人或臨時清盤人的通知，須送交該清盤人或臨時清盤人最後為人所知的地址，並註明
該清盤人或臨時清盤人為收件人。
(5) 處長如認為有以下情況，則無需根據第(2)款向有關公司或清盤人或臨時清盤人送交通知—
(a) 該公司的註冊辦事處的地址或該清盤人或臨時清盤人的姓名或名稱及地址(視屬何情況而
定)無法確定；或
(b) 該公司或清盤人或臨時清盤人(視屬何情況而定)相當可能不會收到該通知。
(6) 在根據第(2)款刊登公告後，除非有反對因由提出，否則處長可在該公告的日期後的3個月終結
時，從公司登記冊剔除有關公司的名稱。
(7) 處長須在憲報刊登公告，示明有關公司的名稱已從公司登記冊剔除。
(8) 在第(7)款所指的公告刊登時，有關公司即告解散。
條： 748 原訟法庭可剔除不適宜清盤的公司的名稱 L.N. 163 of 2013 03/03/2014
(1) 如原訟法庭應處長的申請，覺得某公司應解散，但在顧及該公司的資產下或基於其他理由，覺
得將該公司清盤並不適當，則原訟法庭可命令從公司登記冊剔除該公司的名稱，並解散該公
司。
(2) 如有上述命令作出，在該命令的日期，有關公司即告解散。
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撤銷註冊 L.N. 163 of 2013 03/03/2014
條： 749 釋義 L.N. 163 of 2013 03/03/2014
(1) 在本分部中—
公司 (company) 不包括— (a) 公眾公司；及
(b) 第(2)款指明的公司。
第 622 章 - 《公司條例》 293
(2) 上述公司是—
(a) 《銀行業條例》(第155章)第2(1)條所界定的認可機構；
(b) 《保險公司條例》(第41章)第2(1)及(2)條所界定的保險人；
(c) 根據《證券及期貨條例》(第571章)第V部獲發牌經營該條例附表1第1部第1條所界定的任何
受規管活動的業務的法團；
(d) (c)段所述的法團的屬《證券及期貨條例》(第571章)第VI部所指者的有聯繫實體；
(e) 《強制性公積金計劃條例》(第485章)第2(1)條所界定的核准受託人；
(f) 根據《受託人條例》(第29章)第VIII部註冊為信託公司的公司；
(g) 以屬(a)、(b)、(c)、(d)、(e) 或(f) 段所指者為附屬公司的公司；或
(h) 在緊接提出第750條所指的申請之前的5年內的任何時間曾屬(a)、(b)、(c)、(d)、(e)、
(f)或(g)段所指者的公司。
(3) 財政司司長可藉於憲報刊登的公告修訂第(2)款。
條： 750 申請撤銷註冊 L.N. 163 of 2013 03/03/2014
(1) 公司或其任何董事或成員，均可向處長申請撤銷該公司的註冊。
(2) 除非在提出申請時—
(a) 所有成員均同意撤銷註冊；
(b) 上述公司仍未開始營運或經營業務，或在緊接提出申請之前的3個月內沒有營運或經營業
務；
(c) 該公司沒有尚未清償的債務；
(d) 該公司不是任何法律程序的一方；
(e) 該公司的資產不包含位於香港的不動產；及
(f) (如該公司是控權公司)該公司的所有附屬公司的資產均不包含位於香港的不動產，
否則不得提出申請。
(3) 上述申請須—
(a) 符合指明格式；
(b) 隨附訂明費用；及
(c) 隨附稅務局局長發出的書面通知，述明稅務局局長並不反對撤銷有關公司的註冊。
(4) 申請人如是公司，則須在申請中提名一名自然人，負責接收撤銷註冊通知書。
(5) 如處長就申請而向申請人要求進一步資料，則申請人須向處長提供該資料。
(6) 任何人如在與申請有關連的情況下，明知或罔顧實情地向處長提供在要項上屬虛假或具誤導性
的資料，即屬犯罪—
(a) 一經循公訴程序定罪，可處罰款$300000及監禁2年；或
(b) 一經循簡易程序定罪，可處第6級罰款及監禁6個月。 附註—
請亦參閱第873條，該條賦權處長為對任何會構成第(6)款所訂罪行的作為是否已作出進行查訊的目的，要求交出
紀錄或文件，以及要求就該等紀錄或文件提供資料或解釋。
條： 751 處長可撤銷公司的註冊 L.N. 163 of 2013 03/03/2014
(1) 處長在收到第750條所指的申請後，除非知悉該條第(2)、(3)、(4)或(5)款不獲符合，否則處長
須在憲報刊登關於建議撤銷有關公司的註冊的公告。
(2) 上述公告須述明除非在該公告刊登的日期後的3個月內收到對撤銷註冊的反對，否則處長可撤銷
第 622 章 - 《公司條例》 294
有關公司的註冊。
(3) 如在上述的3個月終結時，處長仍未收到對撤銷註冊的反對，則處長可在憲報刊登另一公告，宣
布有關公司的註冊在該另一公告刊登的日期撤銷，藉此撤銷該公司的註冊。
(4) 在憲報刊登第(3)款所指的公告的日期，有關公司的註冊即告撤銷。
(5) 處長在撤銷某公司的註冊時，須向有關申請人或在有關申請中獲提名負責接收撤銷註冊通知書
的人發出撤銷註冊通知書。
(6) 在註冊撤銷時，有關公司即告解散。
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已解散公司的財產及其他雜項事宜 L.N. 163 of 2013 03/03/2014
條： 752 已解散公司的財產歸屬政府 L.N. 163 of 2013 03/03/2014
(1) 如某公司根據本部或《公司(清盤及雜項條文)條例》(第32章)第226A、227、239或248條解散，
則在緊接解散前歸屬該公司或以信託形式為該公司持有的所有財產及權利，即屬無主財物並歸
屬政府。
(2) 第(1)款的效力，須受上述公司可能根據以下條文恢復列入公司登記冊一事所規限—
(a) 第4分部；或
(b) 《公司(清盤及雜項條文)條例》(第32章)第290條。
(3) 如任何財產或權利根據第(1)款歸屬政府，則該財產或權利仍然受法律施加於該財產或權利的法
律責任所規限，並且不享有它假若是在其他情況下作為歸屬政府的財產或權利而可能享有的豁
免。
(4) 儘管有第(3)款的規定，政府只需在有關財產或權利可正當地用於履行上述法律責任的範圍內，
利用該財產或權利履行該法律責任。
(5) 在本條中—
(a) 提述歸屬某公司或以信託形式為某公司持有的財產或權利，包括批租土地財產，但不包括
該公司以信託形式為任何其他人持有的財產或權利；及
(b) 提述法律施加於某財產或權利的法律責任，包括符合以下說明的法律責任—
(i) 屬對該財產或權利的押記或申索權；及
(ii) 是根據課徵差餉、稅項或其他費用的條例而產生的。
條： 753 卸棄已解散公司的財產 L.N. 163 of 2013 03/03/2014
(1) 如任何財產或權利(位於香港的不動產除外)根據第752(1)條歸屬政府，處長可主動或應擁有該
財產或權利的權益的人的書面申請，藉卸棄公告，卸棄政府對該財產或權利的所有權。
(2) 如處長主動卸棄政府對任何財產或權利的所有權，處長須在其首次知悉該財產或權利根據第
752(1)條歸屬政府一事的日期後的3年內如此行事。
(3) 如處長應任何人的申請，卸棄政府對任何財產或權利的所有權，處長須在收到該申請後的3個月
內如此行事。
(4) 如卸棄公告是在根據第(2)或(3)款須卸棄政府對有關財產或權利的所有權的限期終結後才簽署
的，該公告即屬無效。
(5) 如卸棄公告載有一項陳述，述明—
(a) 處長在該項陳述所指明的日期，首次知悉有關財產或權利根據第752(1)條歸屬政府一事；
或
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(b) 在該項陳述所指明的日期前，處長沒有收到就有關財產或權利而提出的要求卸棄的申請，
則除非相反證明成立，否則該項陳述即為其內所述事宜的充分證據。
(6) 處長—
(a) 須登記卸棄公告；
(b) 須於憲報刊登該公告的文本；及
(c) 須將該公告的文本送交為第(1)款的目的而提出申請的人。
(7) 根據本條作出卸棄的權利，可由政府或其代表以明示方式放棄，或藉取得管有權或其他表明放
棄該權利的意圖的作為而放棄。
條： 754 卸棄的效力 L.N. 163 of 2013 03/03/2014
(1) 如處長根據第753條卸棄政府對任何財產或權利的所有權，則該財產或權利須視為沒有根據第
752(1)條歸屬政府。
(2) 卸棄行動—
(a) 將有關公司在遭卸棄財產或權利中所享有的權利及權益及所負有的法律責任，或就該財產
或權利而享有的權利及權益及負有的法律責任，自卸棄日期起予以終結；及
(b) 並不影響任何其他人的權利或法律責任，但為解除有關公司的法律責任而屬必要者則屬例
外。
條： 755 原訟法庭可作出歸屬命令 L.N. 163 of 2013 03/03/2014
(1) 凡—
(a) 聲稱對根據第753條遭卸棄的財產或權利擁有權益的人，向原訟法庭提出申請；或
(b) 就該財產或權利負有某項沒有被該卸棄解除的法律責任的人，向原訟法庭提出申請，
則原訟法庭可應有關申請，命令該財產或權利歸屬或交付有權享有該財產或權利的人或其受託
人，或負有(b)段所述的法律責任的人或其受託人。
(2) 原訟法庭可按它認為合適的條款作出命令。
(3) 飭令將財產或權利歸屬或交付第(1)(b)款所述的負有法律責任的人(或該人的受託人)的命令，
只可在以下情況下作出：原訟法庭覺得，為就有關卸棄而補償該人的目的，作出該命令是公正
的。
(4) 飭令將某財產或權利歸屬或交付某人的命令一旦作出，該財產或權利即歸屬該人，而無需轉
易、轉讓或移轉。
條： 756 已解散公司的董事等的法律責任持續 L.N. 163 of 2013 03/03/2014
即使公司根據本部解散，公司的每名董事、經理及成員的法律責任(如有的話)仍然持續，並可強制
執行，猶如公司不曾解散一樣。
條： 757 處長可作為已解散公司的代表或清盤人的代表而行事 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 公司根據以下條文解散—
(i) 本部；
(ii) 《公司(清盤及雜項條文)條例》(第32章)第226A、227、239或248條；或
(iii) 《前身條例》第291、291A或291AA條；及
第 622 章 - 《公司條例》 296
(b) 有證明提出致使處長信納—
(i) 假若該公司仍然存在，則會在法律上或衡平法上有責任進行、完成或執行某項買賣、
交易或事情；而
(ii) 為進行、完成或執行該項買賣、交易或事情，某項純粹屬行政性質而不涉及行使
酌情權的作為，應已由該公司或其代表作出，或(假若該公司仍然存在)應由該公司或
其代表作出。
(2) 處長可作為有關公司的代表或清盤人或臨時清盤人的代表，作出或安排作出上述作為。
(3) 處長可簽立或簽署任何有關文書或文件，並附加一項備忘錄，述明處長是作為有關公司的代表
或清盤人或臨時清盤人的代表而簽立或簽署該文書或文件的。
(4) 處長根據第(3)款簽立或簽署的文書或文件所具有的效力，猶如該文書或文件是有關公司(假若
仍然存在)簽立的一樣。
條： 758 前董事須備存已解散公司的簿冊及文據6年 L.N. 163 of 2013 03/03/2014
(1) 如公司根據本部或《公司(清盤及雜項條文)條例》(第32章)第226A、227、239或248條解散，每
名在緊接解散前是該公司董事的人，均須確保該公司的簿冊及文據在解散的日期後備存最少6
年。
(2) 第(1)款不適用於其他人在其他情況下根據本條例或任何其他條例須備存的簿冊及文據。
(3) 任何人違反第(1)款，即屬犯罪，可處第3級罰款。
(4) 凡某人被控犯第(3)款所訂罪行，如確立該人有合理理由相信，而又確實相信，有勝任而可靠的
人—
(a) 已獲委以確保第(1)款獲遵守的責任；及
(b) 能夠執行該責任，
即屬免責辯護。
條： 759 原訟法庭將已解散公司清盤的權力 L.N. 163 of 2013 03/03/2014
原訟法庭根據《公司(清盤及雜項條文)條例》(第32章)將公司清盤的權力，不受以下事情所影響—
(a) 該公司的名稱已根據第746或747條從公司登記冊剔除，而該公司已根據該條解散；或
(b) 該公司已根據第751條撤銷註冊及解散。
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恢復列入公司登記冊 L.N. 163 of 2013 03/03/2014
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處長以行政方式恢復註冊 L.N. 163 of 2013 03/03/2014
條： 760 向處長申請將公司恢復註冊 L.N. 163 of 2013 03/03/2014
(1) 公司如有以下情況，則本條適用於該公司—
(a) 該公司的名稱—
(i) 根據第746或747條從公司登記冊剔除；或
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(ii) 根據《前身條例》第291條從登記冊剔除；及
(b) 該公司已根據該條解散。
(2) 曾是有關公司的董事或成員的人可向處長申請，要求將該公司恢復列入公司登記冊。
(3) 上述申請須於解散日期後的20年內提出。就此而言，處長收到該申請之時，即為該申請提出之
時。
(4) 上述申請須隨附一項陳述，述明—
(a) 申請人曾是有關公司的董事或成員；及
(b) 第761(2)條指明的條件已獲符合。
(5) 處長可接受上述陳述為第(4)(a)及(b)款所述事宜的充分證據。
條： 761 批准申請的條件 L.N. 163 of 2013 03/03/2014
(1) 除非第(2)款指明的所有條件及處長認為合適的任何其他條件均獲符合，否則處長不得批准根據
第760條提出的申請。
(2) 上述條件是—
(a) 在有關公司的名稱從公司登記冊剔除時，該公司正在營運或經營業務；
(b) (如任何位於香港而先前是歸屬該公司或以信託形式為該公司持有的不動產，已根據第
752(1)條歸屬政府)申請人已自費取得政府的確認，表明政府並不反對該公司恢復註冊；及
(c) 申請人已向處長交付關乎該公司的文件，而該等文件是使處長備存的紀錄能反映最新情況
所需的。
(3) 就第(2)(b)款而言，取得政府的確認所需的費用，包括政府可作為給予確認的條件而要求支付
的下述費用、開支及債務：政府在解散期間處理有關財產或權利的費用、開支及債務，或政府
就有關申請的程序而招致的費用、開支及債務。
條： 762 處長就申請作出決定 L.N. 163 of 2013 03/03/2014
(1) 處長須將就根據第760條提出的申請而作出的決定，通知申請人。
(2) 如處長批准申請，有關公司於根據第(1)款發出通知的日期恢復列入公司登記冊，而處長須登記
該通知，並須在憲報刊登關於該公司恢復註冊的公告。
條： 763 處長可將因錯誤而撤銷註冊的公司恢復註冊 L.N. 163 of 2013 03/03/2014
(1) 處長如信納某公司是因處長的錯誤而根據第751條或《前身條例》第291AA條撤銷註冊及解散
的，可主動將該公司恢復列入公司登記冊。
(2) 在第(1)款中，提述處長的錯誤，不包括基於撤銷註冊申請的申請人就該申請而提供的錯誤或虛
假資料而犯的錯誤。
(3) 處長可在憲報刊登公告，宣布有關公司恢復註冊，藉此將該公司恢復列入公司登記冊，而在該
公告刊登的日期，該公司即告恢復註冊。
條： 764 恢復註冊的效果 L.N. 163 of 2013 03/03/2014
(1) 如某公司根據本次分部恢復列入公司登記冊，則它須視為一直持續存在，猶如它不曾解散一
樣。
(2) 原訟法庭可應任何人的申請，作出它認為公正的指示及命令，以盡量使有關公司及所有其他人
的境況不變，猶如該公司不曾解散一樣。
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(3) 為第(2)款的目的而提出的申請，須在有關公司恢復註冊的日期後的3年內提出。
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藉原訟法庭命令而恢復註冊 L.N. 163 of 2013 03/03/2014
條： 765 向原訟法庭申請恢復註冊 L.N. 163 of 2013 03/03/2014
(1) 凡某公司的名稱或某公司已根據《前身條例》第291或291A條從登記冊剔除，而該公司已根據該
條解散，則符合以下說明的人，可向原訟法庭提出申請，要求將該公司恢復列入公司登記冊—
(a) 曾是該公司的董事、成員或債權人；及
(b) 因該項除名而感到受屈。
(2) 凡某公司已根據《前身條例》第291AA條撤銷註冊及解散，因該項撤銷註冊而感到受屈的人，可
向原訟法庭提出申請，要求將該公司恢復列入公司登記冊。
(3) 如有以下情況，第(4)款適用—
(a) 公司的名稱已根據第746、747或748條從公司登記冊剔除，而該公司已根據該條解散；或
(b) 公司已根據第751條撤銷註冊及解散。
(4) 向原訟法庭提出的要求將有關公司恢復列入公司登記冊的申請，可由以下人士提出—
(a) 曾是該公司的董事、成員或債權人的人；或
(b) 原訟法庭覺得在有關事宜中有利害關係的任何其他人(包括政府)。
條： 766 申請須於何時提出 L.N. 163 of 2013 03/03/2014
(1) 除第(2)及(4)款另有規定外—
(a) 第765(1)條所指的申請，須於有關公告根據《前身條例》第291(6)條在憲報刊登的日期或
有關命令根據《前身條例》第291A(1)條作出的日期後的20年內提出；
(b) 第765(2)條所指的申請，須於註冊撤銷後的20年內提出；及
(c) 第765(4)條所指的申請，須於解散日期後的20年內提出。
(2) 如提出第765條所指的申請的目的，是使某人能夠針對有關公司提起關於人身傷害損害賠償的法
律程序，則該申請可於任何時間提出。
(3) 如有以下情況，第(4)款適用—
(a) 公司的名稱已根據第746或747條從公司登記冊剔除，而該公司已根據該條解散；
(b) 有人根據第760條提出申請，要求將該公司恢復列入公司登記冊；及
(c) 處長已拒批上述申請。
(4) 第765(4)條所指的申請，須於以下期間內提出—
(a) 解散日期後的20年，或原訟法庭應有關申請人的申請而容許的較長限期；或
(b) (如上述的20年期間已終結)處長根據第762(1)條發出拒批通知後的28日。
(5) 在本條中—
人身傷害 (personal injury) 包括任何疾病及任何對個人的身體或精神狀態的損傷； 人身傷害損害賠償 (damages for personal injury) 包括—
(a) 憑藉《法律修訂及改革(綜合)條例》(第23章)第20(2)(b)(i)條申索的款項及損害賠償；
(b) 《致命意外條例》(第22章)下的損害賠償；及
(c) 根據《僱員補償條例》(第282章)第5、6或32條須就死亡或喪失工作能力而支付的補償。
第 622 章 - 《公司條例》 299
條： 767 原訟法庭就申請作出決定 L.N. 163 of 2013 03/03/2014
(1) 原訟法庭如信納—
(a) 在有關公司的名稱或有關公司被剔除時，該公司正在營運或經營業務；或
(b) 基於其他原因，將有關公司恢復列入公司登記冊是公正的，
則可批准根據第765(1)條提出的申請。
(2) 原訟法庭如信納將有關公司恢復列入公司登記冊是公正的，則可批准根據第765(2) 條提出的申
請。
(3) 原訟法庭如信納—
(a) 就其名稱已從公司登記冊剔除的公司而言—
(i) 在該公司的名稱被剔除時，該公司正在營運或經營業務；或
(ii) 基於其他原因，將該公司恢復列入公司登記冊是公正的；或
(b) 就已撤銷註冊的公司而言—
(i) 第750(2)(a)、(b)、(c)、(d)或(e)條指明的任何規定沒有獲得符合；或
(ii) 基於其他原因，將該公司恢復列入公司登記冊是公正的，
則可批准根據第765(4)條提出的申請。
(4) 原訟法庭如覺得由於某條限制提起法律程序的時間的條例，有關法律程序會失敗，則不得批准
依據第766(2)條提出的申請。
(5) 在根據第(4)款作出不批准申請的決定時，原訟法庭須顧及它根據第768(2)條作出內容如下的指
示的權力：在有關公司解散與原訟法庭作出命令之間的期間，為有關條例的目的不被計算在
內。
(6) 如原訟法庭批准根據第765條提出的申請，則申請人須將原訟法庭的命令的正式文本交付處長登
記，而在該文本登記之時，有關公司即告恢復註冊。
(7) 在有關公司根據第(6)款恢復列入公司登記冊後，處長須在憲報刊登關於該公司恢復註冊的公
告。
條： 768 恢復註冊的效果 L.N. 163 of 2013 03/03/2014
(1) 如某公司根據第767條恢復列入公司登記冊，則它須視為一直持續存在，猶如它不曾解散一樣。
(2) 原訟法庭可作出它認為公正的指示及命令，以盡量使有關公司及所有其他人的境況不變，猶如
該公司不曾解散一樣。
(3) 原訟法庭亦可就以下事宜作出指示—
(a) 向處長交付關乎有關公司的文件，而該等文件是使處長備存的紀錄能反映最新情況所需
的；
(b) 支付處長就為了將有關公司恢復列入公司登記冊而進行的法律程序而招致的費用；及
(c) (如任何先前是歸屬有關公司或以信託形式為該公司持有的財產或權利，已根據第752(1)條
歸屬政府)支付政府在解散期間處理該財產或權利的費用、開支及債務，或支付政府就有關
申請的程序而招致的費用、開支及債務。
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條： 769 在恢復註冊時公司的名稱 L.N. 163 of 2013 03/03/2014
如某公司根據本分部恢復列入公司登記冊，則它是以其前有名稱恢復註冊的。
條： 770 公司須更改被禁用名稱 L.N. 163 of 2013 03/03/2014
(1) 如假若有關公司在恢復註冊的日期申請以其前有名稱註冊，第100條便會禁止該公司以該名稱註
冊，則第(2)款適用。
(2) 在恢復註冊後的28日內，有關公司須—
(a) 以特別決議更改其名稱；及
(b) 以符合指明格式的通知，將該項更改通知處長。
(3) 如某公司根據第(2)(b)款給予改名通知，則除非第100條禁止該公司以有關的新名稱註冊，否則
處長須—
(a) 將新名稱記入公司登記冊，以取代前有名稱；及
(b) 發出更改名稱證明書。
(4) 名稱的更改，在有關更改名稱證明書發出的日期生效。
(5) 根據本條作出的名稱更改，不影響有關公司的任何權利或義務，亦不使由該公司所提起或針對
該公司而提起的法律程序欠妥。本來可由該公司以其前有名稱展開或繼續的法律程序，均可由
該公司以其新名稱展開或繼續，而可用該公司的前有名稱針對該公司展開或繼續的法律程序，
均可用該公司的新名稱針對該公司展開或繼續。
(6) 如公司違反第(2)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$300。
(7) 在本條中—
前有名稱 (former name) 就根據本分部恢復列入公司登記冊的公司而言，指其在緊接其解散前的名 稱。
條： 771 處長可指示公司更改相同或相似的名稱等 L.N. 163 of 2013 03/03/2014
(1) 如公司根據本分部以某名稱恢復列入公司登記冊，但—
(a) 該名稱在恢復註冊時，與出現於或應已出現於根據《前身條例》第22C條備存的名稱索引或
《公司名稱索引》內的另一名稱相同，或處長認為該名稱與該另一名稱太過相似；或
(b) 該名稱在恢復註冊時，與根據某條例成立為法人團體或設立的法人團體的名稱相同，或處
長認為該名稱與該法人團體的名稱太過相似，
則處長可藉書面通知，指示該公司在該通知指明的限期內，更改該名稱。
(2) 上述指示只可在有關公司恢復註冊後的12個月內發出。
(3) 處長可在根據第(1)款發出的通知所指明的限期結束前，藉書面通知延長該限期。
(4) 如公司沒有在有關通知指明的限期內遵從指示，亦沒有在根據第(3)款延長的限期內遵從指示，
該公司及其每名責任人均屬犯罪，可各處第6級罰款，如有關罪行是持續的罪行，則可就該罪行
持續期間的每一日，另各處罰款$2000。
條： 772 處長可在公司沒有遵從指示時更改公司名稱 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 公司就某名稱違反第770(2)條；或
(b) 處長根據第771(1)條指示某公司更改名稱，但該公司沒有在有關通知所指明的限期內，亦
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(如該限期根據第771(3)條延長)沒有在經延長的限期內，遵從該指示。
(2) 在不局限第770(6)或771(4)條的原則下—
(a) 如有關名稱是英文名稱，處長可將該名稱更改為符合以下說明的名稱︰該名稱包含
“Company Registration Number”的字樣，及在該字樣後加上在該公司的公司註冊證明書
述明的註冊編號；
(b) 如有關名稱是中文名稱，處長可將該名稱更改為符合以下說明的名稱︰該名稱包含“公司
註冊編號”的字樣，及在該字樣後加上在該公司的公司註冊證明書述明的註冊編號；
(c) 如有關名稱包含一個英文名稱及一個中文名稱，處長可將該等名稱更改為符合以下說明的
名稱—
(i) 一個新的英文名稱， 該新名稱包含“Company Registration Number”的字樣，及在
該字樣後加上在該公司的公司註冊證明書述明的註冊編號；及
(ii) 一個新的中文名稱，該新名稱包含“公司註冊編號”的中文字樣，及在該字樣後
加上在該公司的公司註冊證明書述明的註冊編號。
(3) 處長須將新名稱記入公司登記冊，以取代前有的名稱。
(4) 名稱的更改，在新名稱記入公司登記冊的日期生效。
(5) 在新名稱記入公司登記冊的日期後的30日內，處長須—
(a) 以書面通知有關公司—
(i) 該公司的名稱已更改的事實；
(ii) 新名稱；及
(iii) 該項更改根據第(3)款生效的日期；及
(b) 藉在憲報刊登公告，公布該事實、該新名稱及該日期。
(6) 根據本條作出的名稱更改，不影響有關公司的任何權利或義務，亦不使由該公司所提起或針對
該公司而提起的法律程序欠妥。本來可由該公司以其前有名稱展開或繼續的法律程序，均可由
該公司以其新名稱展開或繼續，而可用該公司的前有名稱針對該公司展開或繼續的法律程序，
均可用該公司的新名稱針對該公司展開或繼續。
條： 773 恢復註冊對無主財物或權利的效果 L.N. 163 of 2013 03/03/2014
(1) 即使有關公司根據本分部或《公司(清盤及雜項條文)條例》(第32章)第290條可恢復列入公司登
記冊，政府仍可處置或以其他方式處理根據第752(1)條歸屬政府的財產或權利，或處置或以其
他方式處理在該財產或權利中的某項權益，而處置或以其他方式處理該財產、權利或權益可用
的方式，與政府處置或以其他方式處理任何其他歸屬政府的無主財物或權利可用的方式相同。
(2) 如有關公司恢復列入公司登記冊，則第(3)、(4)、(5)及(6)款適用。
(3) 有關公司恢復註冊並不影響上述處置或處理。
(4) 凡任何其他財產或權利先前是歸屬有關公司，或以信託形式為有關公司持有，第(3)款並不局限
該公司恢復註冊就該財產或權利而具有的效力。
(5) 在有關公司恢復註冊之時，如任何財產、權利或權益仍然歸屬政府，則該財產、權利或權益重
新歸屬該公司，但須受在緊接重新歸屬前附於該財產、權利或權益的任何債務、法律責任、權
益或申索所規限。
(6) 除第(7)款另有規定外—
(a) 如政府收到被處置或以其他方式處理的財產、權利或權益的代價，政府須向有關公司，支
付一筆相等於以下數目的款額—
(i) 該代價的款額；或
(ii) 該代價在處置或處理的日期的價值；或
(b) 如政府沒有收到任何代價，政府須向有關公司，支付一筆相等於被處置或以其他方式處理
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的財產、權利或權益在處置或處理的日期的價值的款額。
(7) 政府就有關處置或處理而招致的合理費用，可從根據第(6)款須支付的款額中扣除，但扣除額限
於該費用中之前沒有作為根據第762條恢復註冊的條件或沒有依據一項根據第768條作出的指示
而支付予政府的款額。
部： 16 非香港公司 L.N. 163 of 2013 03/03/2014
(*格式變更─2013年第1號編輯修訂紀錄)
__________________________________________________________________________ 註：
* 第16部的格式已按現行法例樣式更新。
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導言 L.N. 163 of 2013 03/03/2014
條： 774 釋義 L.N. 163 of 2013 03/03/2014
(1) 在本部中—
本土名稱 (domestic name) 就於某地方成立為法團的非香港公司而言，指該公司在該地方註冊所用 的一個或多於一個名稱；
所需細節 (required details) 就獲授權代表而言，指— (a) 該代表的姓名或名稱及地址；
(b) 該代表獲授權的日期；及
(c) (如屬自然人)以下資料—
(i) 該代表的身分證號碼；或
(ii) (如該代表沒有身分證)該代表所持有的任何護照的號碼及簽發國家；
法團名稱 (corporate name) 就註冊非香港公司而言，指該公司在公司登記冊內註冊所用的本土名 稱或本土名稱的譯名；
律師 (solicitor) 指根據《法律執業者條例》(第159章)有資格以律師身分行事的人； 《程序規例》 (procedural regulations) 指根據第805條訂立的規例； 經批准名稱 (approved name) 就註冊非香港公司而言，指—
(a) 根據第782(5)(a)或785(5)(a)條記入公司登記冊的名稱；或
(b) 該公司憑藉《前身條例》第337B(3)條註冊所用的名稱；
營業地點 (place of business) 包括股份過戶處及股份登記處，但不包括第(3)款指明的辦事處； 獲授權代表 (authorized representative) 就註冊非香港公司而言，指獲授權代該公司接受任何須
向該公司送達的法律程序文件或通知的送達的下述人士—
(a) 居於香港的自然人；
(b) 《法律執業者條例》(第159章)第2(1)條界定的律師法團；
(c) 《專業會計師條例》(第50章)第2(1)條界定的執業法團；或
(d) 律師行或執業會計師事務所。
(2) 在本部中，提述本土名稱的經核證英文譯名或中文譯名，即提述在有關非香港公司的公司註冊
證明書(或等同於公司註冊證書的文件)的經核證英文譯本或中文譯本上所示的該名稱的英文譯
名或中文譯名(視屬何情況而定)。
(3) 為第(1)款中營業地點的定義而指明的辦事處，是由《銀行業條例》(第155章)第46條第(9)款界
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定的銀行在金融管理專員根據該條作出的批准下設立或維持經營的本地代表辦事處。
(4) 財政司司長可藉於憲報刊登的公告修訂第(3)款。
(編輯修訂—2013年第1號編輯修訂紀錄)
條： 775 經核證副本 L.N. 163 of 2013 03/03/2014
(1) 就本部而言，任何文件的副本如經第(2)款指明的人核證為該文件的真實副本，即屬經核證副
本。
(2) 上述的人即以下所述者—
(a) 如有關副本是在有關非香港公司成立為法團所在地方核證的—
(i) 受託保管有關文件的正本的該地方的政府官員；
(ii) 在該地方執業的公證人；
(iii) 在該地方執業的律師；
(iv) 在該地方執業的專業會計師；
(v) 獲該地方的法律妥為授權負責核證作司法或其他法律用途的文件的法院人員；或
(vi) 在該地方執業的專業公司秘書；
(b) 如有關副本是在香港核證的—
(i) 在香港執業的公證人；
(ii) 在香港執業的律師；
(iii) 執業會計師；
(iv) 獲法律授權負責核證作司法或其他法律用途的文件的香港法院人員；
(v) 有關非香港公司成立為法團所在地方的領事館官員；或
(vi) 在香港執業的專業公司秘書；
(c) 有關非香港公司的高級人員；或
(d) 有關註冊非香港公司的獲授權代表。
(3) 局長可藉於憲報刊登的公告修訂第(2)款。
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註冊 L.N. 163 of 2013 03/03/2014
條： 776 某些非香港公司須申請註冊 L.N. 163 of 2013 03/03/2014
(1) 本條適用於—
(a) 在本部的生效日期當日或之後在香港設立營業地點的非香港公司；及
(b) 符合以下說明的非香港公司—
(i) 在上述生效日期當日，在香港有一個於該生效日期前設立的營業地點；及
(ii) 沒有遵守在緊接該生效日期前有效的《前身條例》第333條。
(2) 第(1)(a)款所指的非香港公司須在設立營業地點後的一個月內，向處長申請註冊為註冊非香港
公司。
(3) 第(1)(b)款所指的非香港公司須在本部的生效日期後的一個月內，向處長申請註冊為註冊非香
港公司。
(4) 第(2)或(3)款所指的申請須—
(a) 符合指明格式；
(b) 載有《程序規例》訂明的詳情；
第 622 章 - 《公司條例》 304
(c) 載有最少一名擬在有關非香港公司註冊時成為獲授權代表的人的所需細節；
(d) 隨附《程序規例》訂明的文件；及
(e) 交付處長。
(5) 如有關非香港公司的本土名稱中，既無羅馬字名稱亦無中文字名稱，而—
(a) 該公司有一個本土名稱，則第(2)或(3)款所指的申請，亦須載有該名稱的經核證英文譯名
或中文譯名，或兼載有兩者；或
(b) 該公司有多於一個本土名稱，則第(2)或(3)款所指的申請，亦須載有其中一個本土名稱的
經核證英文譯名或中文譯名，或兼載有兩者。
(6) 如非香港公司違反第(2)或(3)款，該公司、其每名責任人及其每名授權或准許該公司違反該款
的代理人，均屬犯罪，可各處第5級罰款，如有關罪行是持續的罪行，則可就該罪行持續期間的
每一日，另各處罰款$1000。
條： 777 非香港公司的註冊 L.N. 163 of 2013 03/03/2014
(1) 處長如收到第776(2)或(3)條所指的申請，須將有關非香港公司註冊為註冊非香港公司。
(2) 如有關申請不屬第776(5)條規定須載有本土名稱的經核證譯名的申請，處長須—
(a) 將有關非香港公司的羅馬字本土名稱或中文字本土名稱，或同時將該兩名稱；及
(b) 將依據《程序規例》載於該申請的某本土名稱的經核證英文譯名或中文譯名(如有的話)，
記入公司登記冊，作為法團名稱。
(3) 如有關申請為第776(5)條的目的載有本土名稱的經核證譯名，則處長須將該譯名記入公司登記
冊，作為法團名稱。
(4) 處長如根據第(1)款註冊非香港公司，須—
(a) 向該公司發出有處長簽署的註冊證明書，以核證該項註冊；及
(b) 登記有關申請及隨附的文件。
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增加、更改或停用法團名稱 L.N. 163 of 2013 03/03/2014
條： 778 公司須就增加、更改或停用名稱或譯名通知處長 L.N. 163 of 2013 03/03/2014
(1) 如註冊非香港公司因增加了一個本土名稱，而有新的羅馬字本土名稱或中文字本土名稱，則該
公司須在增加名稱的日期後的一個月內，將載有增加名稱一事的詳情的申報表，交付處長登
記。
(2) 如註冊非香港公司因本土名稱有所更改，而有新的本土名稱，則該公司須在更改名稱的日期後
的一個月內，將載有更改名稱一事的詳情的申報表，交付處長登記。
(3) 如註冊非香港公司的名稱不再是本土名稱，則該公司須在此事發生的日期後的一個月內，將一
份申報表交付處長登記，該申報表—
(a) 須載有此事的詳情；及
(b) (凡該公司在此事發生後，不再有名稱記入公司登記冊作為法團名稱)亦須載有以下詳情—
(i) 最少一個新的羅馬字本土名稱或中文字本土名稱；或
(ii) 最少一個本土名稱的經核證英文譯名或中文譯名。
(4) 除非註冊非香港公司是以本土名稱或其譯名在公司登記冊內註冊的，否則第(2)或(3)款不適
用。
(5) 如—
第 622 章 - 《公司條例》 305
(a) 註冊非香港公司沒有羅馬字法團名稱，而它採用本土名稱的經核證英文譯名，作為它在香
港經營業務時採用的名稱；或
(b) 註冊非香港公司沒有中文字法團名稱，而它採用本土名稱的經核證中文譯名，作為它在香
港經營業務時採用的名稱，
則該公司須在如此採用該譯名的日期後的一個月內，將載有採用該譯名的詳情及該本土名稱的
經核證譯名的申報表，交付處長登記。
(6) 如註冊非香港公司的本土名稱的譯名，已記入公司登記冊作為法團名稱，而它以該本土名稱的
另一譯名取而代之，作為它在香港經營業務時採用的名稱，則該公司須在取代該譯名的日期後
的一個月內，將載有取代該譯名的詳情及該本土名稱的經核證譯名的申報表，交付處長登記。
(7) 如註冊非香港公司的本土名稱的譯名，已記入公司登記冊作為法團名稱，而該譯名不再是該公
司在香港經營業務時採用的名稱，則該公司須在停用該譯名的日期後的一個月內，將一份申報
表交付處長登記，該申報表—
(a) 須載有停用該譯名的詳情；及
(b) (凡該公司停用該譯名後，不再有名稱記入公司登記冊作為法團名稱)亦須載有以下詳情—
(i) 最少一個新的羅馬字本土名稱或中文字本土名稱；或
(ii) 最少一個本土名稱的經核證英文譯名或中文譯名。
(8) 第(1)、(2)、(3)、(5)、(6)或(7)款所指的申報表須—
(a) 符合指明格式；及
(b) 隨附處長指明的文件。
(9) 如新本土名稱既非羅馬字名稱亦非中文字名稱，則第(2)款所指的申報表，亦須載有該新本土名
稱的經核證英文譯名或中文譯名，或兼載有兩者。
(10)如註冊非香港公司違反第(1)、(2)、(3)、(5)、(6)或(7)款，該公司、其每名責任人及其每名
授權或准許該公司違反該款的代理人，均屬犯罪，可各處第3級罰款，如有關罪行是持續的罪
行，則可就該罪行持續期間的每一日，另各處罰款$300。
條： 779 法團名稱的註冊 L.N. 163 of 2013 03/03/2014
(1) 如處長收到第778(1)、(2)、(3)、(5)、(6)或(7)條所指的申報表，處長須—
(a) 在公司登記冊內作出註明，以表明有關法團名稱有所更改；
(b) 向有關註冊非香港公司發出載有現行法團名稱的新註冊證明書；及
(c) 登記該申報表及隨附的文件。
(2) 如處長收到第778(1)條所指的申報表，處長亦須將有關註冊非香港公司的新本土名稱記入公司
登記冊，作為法團名稱。
(3) 如處長收到第778(2)條所指的申報表，而第778(9)條並不規定該申報表載有新本土名稱的經核
證譯名，處長亦須將—
(a) 有關註冊非香港公司的新本土名稱；及
(b) 依據《程序規例》載於該申報表的該本土名稱的經核證英文譯名或中文譯名(如有的話)，
記入公司登記冊，作為法團名稱。
(4) 如處長收到第778(2)條所指的申報表，而該申報表為第778(9)條的目的載有新本土名稱的經核
證譯名，處長亦須將該譯名記入公司登記冊，作為法團名稱。
(5) 如處長收到第778(3)或(7)條所指的申報表，而該申報表載有第778(3)(b)或(7)(b)條規定的詳
情，處長亦須將該申報表所載的新本土名稱或本土名稱的經核證譯名，記入公司登記冊，作為
法團名稱。
(6) 如處長收到第778(5)或(6)條所指的申報表，處長亦須將該申報表所載的本土名稱的經核證譯名
記入公司登記冊，作為法團名稱。
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(7) 在根據第(1)(a)款作出註明時，記入公司登記冊作為相對舊有法團名稱而言的經批准名稱的名
稱，不再是經批准名稱，而處長須在公司登記冊內作出另一註明，以表明此事。
(8) 在根據第(2)或(3)款作出記項時，如記入公司登記冊作為有關註冊非香港公司的法團名稱的該
公司的本土名稱的譯名所採用的語文，與新本土名稱所採用的語文相同，則該譯名不再是法團
名稱，而處長須在公司登記冊內作出註明，以表明此事。
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對註冊非香港公司在香港經營業務時採用的名稱的規管 L.N. 163 of 2013 03/03/2014
條： 780 處長可藉送達通知規管法團名稱或經批准名稱的採用 L.N. 163 of 2013 03/03/2014
(1) 如處長信納某註冊非香港公司的法團名稱或經批准名稱—
(a) 與以下名稱相同，或太過相似—
(i) 在關鍵日期出現於或應已出現於根據《前身條例》第22C條備存的名稱索引或《公司名
稱索引》內的名稱；或
(ii) 在關鍵日期前根據某條例成立為法人團體或設立的法人團體的名稱；或
(b) 就該公司在香港的活動的性質，給予具誤導性的顯示，以致相當可能會對公眾造成損害，
處長可向該公司送達通知。
(2) 上述通知須述明送達該通知的理由。
(3) 為第(1)(a)款的目的送達的通知，須在自關鍵日期起計的6個月內，送達有關註冊非香港公司。
(4) 在本條中—
關鍵日期 (material date) — (a) 就根據第777條記入公司登記冊作為法團名稱的註冊非香港公司的本土名稱或本土名稱的譯
名而言，指根據該條發出註冊證明書的日期；
(b) 就根據第779條記入公司登記冊作為法團名稱的註冊非香港公司的本土名稱或本土名稱的譯
名而言，指根據該條發出註冊證明書的日期；
(c) 就於註冊非香港公司恢復列入公司登記冊時記入公司登記冊的該公司的本土名稱或本土名
稱的譯名而言，指恢復註冊的日期；
(d) 就於本部實施時已記入公司登記冊的註冊非香港公司的本土名稱或本土名稱的譯名而言，
指—
(i) 該公司遵守《前身條例》第333條的日期；或
(ii) (如該公司已根據《前身條例》第335條將申報表交付登記)根據該條發出註冊證明
書的日期；
(e) 就根據第782(5)或785(5)條記入公司登記冊作為經批准名稱的名稱而言，指根據該條發出
註冊證明書的日期；或
(f) 就註冊非香港公司憑藉《前身條例》第337B(3)條獲註冊。
條： 781 通知的效力 L.N. 163 of 2013 03/03/2014
(1) 如註冊非香港公司因為某法團名稱或某經批准名稱而根據第780(1)條獲送達通知，則該公司不
得在送達日期後的2個月終結後，採用該名稱在香港經營業務。
(2) 如註冊非香港公司違反第(1)款，該公司、其每名責任人及其每名授權或准許該公司違反該款的
代理人，均屬犯罪。
(3) 任何人犯第(2)款所訂罪行，可處第6級罰款，如有關罪行是持續的罪行，則可就該罪行持續期
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間的每一日，另處罰款$2000。
(4) 本條不使有關註冊非香港公司所訂立的交易無效。
條： 782 在香港經營業務時採用的經核准名稱的註冊 L.N. 163 of 2013 03/03/2014
(1) 如註冊非香港公司因為某法團名稱或因為相對某法團名稱而言的經批准名稱，而根據第780(1)
條獲送達通知，則該公司可向處長提出書面申請，要求批准另一名稱，作為該公司在香港經營
業務時採用的相對該法團名稱而言的名稱。
(2) 上述申請須交付處長。
(3) 處長如收到要求批准某名稱的申請，除非信納以下事宜，否則須批准該名稱—
(a) 該名稱與以下名稱相同，或太過相似—
(i) 出現於或應已出現於《公司名稱索引》內的名稱；或
(ii) 根據某條例成立為法人團體或設立的法人團體的名稱；或
(b) 該名稱就有關註冊非香港公司在香港的活動的性質，給予具誤導性的顯示，以致相當可能
會對公眾造成損害。
(4) 如處長批准一個名稱，則有關註冊非香港公司可在符合指明格式的申報表內，指明該名稱，並
將該申報表交付處長登記。
(5) 處長如收到申報表，除非信納在申報表內指明的名稱，與出現於或應已出現於《公司名稱索
引》內的名稱相同，否則須—
(a) 將該指明的名稱記入公司登記冊，作為有關註冊非香港公司在香港經營業務時採用的相對
有關法團名稱而言的名稱；
(b) 向該公司發出載有該法團名稱及如此記入公司登記冊的名稱的新註冊證明書；及
(c) 登記該申報表。
(6) 新註冊證明書一旦發出，根據第(5)(a)款記入公司登記冊的名稱，就法律的所有目的而言，即
為有關註冊非香港公司在香港經營業務時採用的名稱。
(7) 即使某註冊非香港公司因為某名稱而根據第780(1)條獲送達通知，第(6)款不影響以該名稱歸屬
該公司的權利或責任。
(8) 第(6)款不使由有關註冊非香港公司所提起或針對有關註冊非香港公司而提起的法律程序欠妥。
如該公司因為某名稱而根據第780(1)條獲送達通知，而且可能有由該公司以該名稱展開或繼續
的法律程序，或可能有以該名稱針對該公司展開或繼續的法律程序，則該法律程序可由該公司
以根據第(5)(a)款記入公司登記冊作為相對有關法團名稱而言的經批准名稱的名稱展開或繼
續，或以該經批准名稱針對該公司展開或繼續。
條： 783 撤回通知 L.N. 163 of 2013 03/03/2014
(1) 如註冊非香港公司因為某法團名稱或因為相對某法團名稱而言的經批准名稱，而根據第780(1)
條獲送達通知，在該通知送達後，如該公司提出書面申請，處長可應該申請撤回該通知。
(2) 如上述通知被撤回，第781(1)條不再適用於有關註冊非香港公司。
(3) 如在上述通知送達後，有作為相對有關法團名稱而言的經批准名稱的名稱記入公司登記冊，處
長須在撤回該通知時—
(a) 在公司登記冊內作出註明，以表明該名稱不再是經批准名稱；及
(b) 向有關註冊非香港公司發出新註冊證明書，而該證明書須載有送達該通知所關乎的名稱。
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條： 784 針對送達通知的決定提出上訴 L.N. 163 of 2013 03/03/2014
如註冊非香港公司因為某法團名稱或因為相對某法團名稱而言的經批准名稱，而根據第780(1)(b)條
獲送達通知，該公司可在該通知送達後的3個星期內，針對送達該通知的決定，向行政上訴委員會提
出上訴。
條： 785 更改經批准名稱 L.N. 163 of 2013 03/03/2014
(1) 註冊非香港公司可向處長提出書面申請，要求更改該公司在香港經營業務時採用的相對某法團
名稱而言的經批准名稱。
(2) 上述申請須交付處長。
(3) 處長如收到要求更改經批准名稱的申請，除非信納以下事宜，否則須批准新名稱—
(a) 新名稱與以下名稱相同，或太過相似—
(i) 出現於或應已出現於《公司名稱索引》內的名稱；或
(ii) 根據某條例成立為法人團體或設立的法人團體的名稱；或
(b) 新名稱就有關註冊非香港公司在香港的活動的性質，給予具誤導性的顯示，以致相當可能
會對公眾造成損害。
(4) 如處長批准一個新名稱，則有關註冊非香港公司可在符合指明格式的申報表內，指明該新名
稱，並將該申報表交付處長登記。
(5) 處長如收到申報表，除非信納在申報表內指明的新名稱，與出現於或應已出現於《公司名稱索
引》內的名稱相同，否則須—
(a) 將該新名稱記入公司登記冊，作為有關註冊非香港公司在香港經營業務時採用的相對有關
法團名稱而言的名稱；
(b) 在公司登記冊內作出註明，以表明有關經批准名稱有所更改；
(c) 向該公司發出載有該法團名稱及該新經批准名稱的新註冊證明書；及
(d) 登記該申報表。
(6) 新註冊證明書一旦發出，新經批准名稱，就法律的所有目的而言，即為有關註冊非香港公司在
香港經營業務時採用的名稱。
(7) 第(6)款不影響以註冊非香港公司的法團名稱或舊有經批准名稱歸屬該公司的權利或責任。
(8) 第(6)款不使由有關註冊非香港公司所提起或針對有關註冊非香港公司而提起的法律程序欠妥。
如可能有由該公司以該公司的法團名稱或舊有經批准名稱展開或繼續的法律程序，或可能有以
該名稱針對該公司展開或繼續的法律程序，則該法律程序可由該公司以相對該法團名稱而言的
新經批准名稱展開或繼續，或以該新經批准名稱針對該公司展開或繼續。
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註冊非香港公司的獲授權代表 L.N. 163 of 2013 03/03/2014
條： 786 公司須將獲授權代表的所需細節維持登記在公司登記冊內 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 某人在公司登記冊內，登記為某註冊非香港公司的獲授權代表；
(b) 該人不再是該非香港公司的獲授權代表；及
(c) 在該人不再是該公司的獲授權代表後，沒有人在公司登記冊內，登記為該非香港公司的獲
授權代表。
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(2) 於有關的人士不再是有關公司的獲授權代表時，該公司憑藉第794(3)或798(3)條已不再是註冊
非香港公司，此事就第(1)(b)款而言並不相干。
(3) 在上述的人不再是有關非香港公司的獲授權代表後的一個月內，該公司須根據第791(1)條，將
關於另一人作為該公司的獲授權代表的申報表，交付處長登記。
(4) 如在有關的人不再是有關非香港公司的獲授權代表時，該公司已有最少11個月不再在香港設有
營業地點，則第(3)款不適用於該公司。
(5) 如非香港公司違反第(3)款，該公司、其每名責任人及其每名授權或准許該公司違反該款的代理
人，均屬犯罪，可各處第5級罰款，如有關罪行是持續的罪行，則可就該罪行持續期間的每一
日，另各處罰款$1000。
條： 787 終止授權 L.N. 163 of 2013 03/03/2014
(1) 在公司登記冊內登記為某註冊非香港公司的獲授權代表的人，可將述明終止授權日期的書面終
止通知，送交該公司在它成立為法團所在地方的註冊辦事處(或等同於註冊辦事處的地點)，藉
以終止該公司的授權。
(2) 註冊非香港公司可將述明終止授權日期的書面終止通知，送交公司登記冊內所示的在公司登記
冊內登記為該公司的獲授權代表的人的地址，藉以終止對該人的授權。
(3) 在根據第(1)或(2)款送交終止通知後，送交該通知者須在該通知的日期後的一個月內，以書面
通知處長終止授權日期。
(4) 如在某人送交有關通知時，有關註冊非香港公司已有最少11個月不再在香港設有營業地點，則
第(3)款不適用於該人。
(5) 第(3)款所指的通知須—
(a) 符合指明格式；及
(b) 隨附《程序規例》訂明的文件。
(6) 第(3)款所指的通知—
(a) 如由登記為註冊非香港公司的獲授權代表的人作出，則須載有由該人作出的陳述，述明該
公司已根據第(1)款獲通知授權終止一事；或
(b) 如由註冊非香港公司作出，則須載有由該公司作出的陳述，述明登記為該公司的獲授權代
表的人已根據第(2)款獲通知授權終止一事。
(7) 如某項授權根據第(1)或(2)款被終止，該項授權在以下兩個時間之中的較遲者終止—
(a) 終止通知述明的終止授權日期；
(b) 在第(3)款獲遵守後的21日屆滿時。
(8) 在本條中，提述註冊非香港公司，即包括憑藉第794(3)或798(3)條已不再是註冊非香港公司的
非香港公司。
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註冊非香港公司的申報表及帳目 L.N. 163 of 2013 03/03/2014
條： 788 公司須將周年申報表交付登記 L.N. 163 of 2013 03/03/2014
(1) 註冊非香港公司須在註冊證明書根據第777(4)(a)條或《前身條例》發出的日期的每個周年日後
的42日內，將申報表交付處長登記。
(2) 上述申報表須—
(a) 符合指明格式；
第 622 章 - 《公司條例》 310
(b) 載有《程序規例》訂明的詳情；及
(c) 隨附《程序規例》訂明的文件。
(3) 如註冊非香港公司違反第(1)款，該公司、其每名責任人及其每名授權或准許該公司違反該款的
代理人，均屬犯罪，可各處第5級罰款，如有關罪行是持續的罪行，則可就該罪行持續期間的每
一日，另各處罰款$1000。
(4) 如註冊非香港公司或註冊非香港公司的高級人員或代理人被裁定犯第(3)款所訂罪行，則裁判官
除判以可施加的罰則外，亦可命令該公司、人員或代理人在該命令指明的時間內，將申報表交
付處長登記。
(5) 如註冊非香港公司或註冊非香港公司的高級人員或代理人沒有遵從第(4)款所指的命令，該公
司、人員或代理人即屬犯罪，可處第5級罰款，如有關罪行是持續的罪行，則可就該罪行持續期
間的每一日，另處罰款$1000。
條： 789 公司須將帳目交付登記 L.N. 163 of 2013 03/03/2014
(1) 如於某地方成立為法團的註冊非香港公司—
(a) 受該地方的法律規定，須發表其帳目，或將其帳目的文本交付某人而公眾人士有權在該人
的辦事處查閱該帳目；或
(b) 受—
(i) 該公司註冊為公司所在的任何其他司法管轄區的法律規定，須發表其帳目，或將其帳
目的文本交付某人而公眾人士有權在該人的辦事處查閱該帳目；或
(ii) 該司法管轄區的任何證券交易所或類似的監管機構的規章規定，須發表其帳目，
或將其帳目的文本交付某人而公眾人士有權在該人的辦事處查閱該帳目，
但該地方的法律對該公司並無此規定，
則本條適用。
(2) 當註冊非香港公司根據第788條將申報表交付處長登記時，它亦須將以下文件交付處長登記—
(a) (如屬第(1)(a)款的情況)其最近發表的涵蓋最少12個月期間的帳目的經核證副本，而該帳
目須是符合它成立為法團所在地方的法律的；或
(b) (如屬第(1)(b)款的情況)其最近發表的涵蓋最少12個月期間的帳目的經核證副本，而該帳
目須是符合該款第(i)及(ii)節所述的法律或規章的。
(3) 如註冊非香港公司違反第(2)款，該公司、其每名責任人及其每名授權或准許該公司違反該款的
代理人，均屬犯罪，可各處第5級罰款，如有關罪行是持續的罪行，則可就該罪行持續期間的每
一日，另各處罰款$1000。
(4) 如註冊非香港公司或註冊非香港公司的高級人員或代理人被裁定犯第(3)款所訂罪行，則裁判官
除判以可施加的罰則外，亦可命令該公司、人員或代理人在該命令指明的時間內，將第(2)(a)
或(b)款所述的帳目的經核證副本交付處長登記。
(5) 如註冊非香港公司或註冊非香港公司的高級人員或代理人沒有遵從第(4)款所指的命令，該公
司、人員或代理人即屬犯罪，可處第5級罰款，如有關罪行是持續的罪行，則可就該罪行持續期
間的每一日，另處罰款$1000。
(6) 如帳目不是採用英文或中文擬備的，則在本條中，提述該帳目的經核證副本，即提述該帳目的
經核證英文譯本或中文譯本。
條： 790 董事可修改不符合某些規定的帳目 L.N. 163 of 2013 03/03/2014
(1) 如帳目的經核證副本已根據第789條或《前身條例》第336條交付處長登記，而有關註冊非香港
公司的董事覺得該帳目不符合第(2)款指明的規管性規定，該等董事可修改該帳目。
第 622 章 - 《公司條例》 311
(2) 上述規管性規定—
(a) 就第789(1)(a)條或《前身條例》第336(1)條適用的註冊非香港公司的帳目而言，指該公司
成立為法團所在地方的法律；或
(b) 就第789(1)(b)條或《前身條例》第336(2)條適用的註冊非香港公司的帳目而言，指—
(i) 該公司註冊為公司所在的任何其他司法管轄區的法律；或
(ii) 該司法管轄區的任何證券交易所或類似的監管機構的規章。
(3) 對帳目的修改須局限於—
(a) 該帳目不符合第(2)款指明的規管性規定的方面；及
(b) 其他所需的相應修改。
(4) 如註冊非香港公司的董事決定根據第(1)款修改帳目，該公司須在該決定作出後的15日內，將符
合指明格式並述明該帳目將會根據該款修改的預警陳述，交付處長登記。
(5) 如註冊非香港公司違反第(4)款，該公司、其每名責任人及其每名授權或准許該公司違反該款的
代理人，均屬犯罪，可各處第5級罰款，如有關罪行是持續的罪行，則可就該罪行持續期間的每
一日，另各處罰款$1000。
條： 791 如某些詳情有所更改則公司須將申報表交付登記 L.N. 163 of 2013 03/03/2014
附註：
第791(4)條尚未實施。
(1) 如註冊非香港公司出現第(2)款指明的更改，該公司須在出現更改的日期後的一個月內，將載有
該項更改的詳情的申報表，交付處長登記。
(2) 上述更改指在以下方面作出的更改—
(a) 有關註冊非香港公司的憲章、法規或章程大綱(包括章程細則(如有的話))，或對該公司的
組織作出規定的其他文書；
(b) 該公司的董事、公司秘書(如有聯名公司秘書，則每名秘書)或獲授權代表；
(c) 已根據本部交付處長的該公司的董事、公司秘書(如有聯名公司秘書，則每名公司秘書)或
獲授權代表的詳情；或
(d) 該公司在香港的主要營業地點的地址，或該公司在它成立為法團所在地方的註冊辦事處(或
等同於註冊辦事處的地點)或主要營業地點的地址。
(3) 上述申報表須—
(a) 符合指明格式；
(b) 載有《程序規例》訂明的詳情；及
(c) 隨附《程序規例》訂明的文件。
(4) 如根據第56(7)(b)條，註冊非香港公司不得在本條所指的申報表內述明董事的通訊地址已更改
為第56(7)(b)(i)或(ii)條指明的地址以外的地址，則本條不就該項更改適用。
(5) 如註冊非香港公司就第(2)(a)款指明的更改違反第(1)款，該公司、其每名責任人及其每名授權
或准許該公司違反第(1)款的代理人，均屬犯罪，可各處第3級罰款，如有關罪行是持續的罪
行，則可就該罪行持續期間的每一日，另各處罰款$300。
(6) 如註冊非香港公司就第(2)(b)或(c)款指明的更改違反第(1)款，該公司、其每名責任人及其每
名授權或准許該公司違反第(1)款的代理人，均屬犯罪，可各處第4級罰款，如有關罪行是持續
的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。
(7) 如註冊非香港公司就第(2)(d)款指明的更改違反第(1)款，該公司、其每名責任人及其每名授權
或准許該公司違反第(1)款的代理人，均屬犯罪，可各處第5級罰款，如有關罪行是持續的罪
行，則可就該罪行持續期間的每一日，另各處罰款$1000。
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其他責任 L.N. 163 of 2013 03/03/2014
條： 792 非香港公司須述明名稱、成立為法團所在地方等 L.N. 163 of 2013 03/03/2014
(1) 非香港公司須在它於香港經營業務的每個地點—
(a) 顯眼地展示其名稱及其成立為法團所在地方；及
(b) (如適用的話)顯眼地展示一項告示，述明其成員的法律責任是有限度的。
(2) 非香港公司須在它於香港的每份單據上方、信箋、通知書及其他正式刊物內—
(a) 以可閱字樣，述明其名稱及其成立為法團所在地方；及
(b) (如適用的話)以可閱字樣，述明其成員的法律責任是有限度的。
(3) 如非香港公司正進行清盤，則它須在它於香港的每項廣告內—
(a) 以可閱字樣，述明其名稱及其成立為法團所在地方；及
(b) (如適用的話)以可閱字樣，述明其成員的法律責任是有限度的。
(4) 如非香港公司正進行清盤，則它—
(a) 在根據第(1)款展示其名稱時；或
(b) 在根據第(2)或(3)款述明其名稱時，
須遵守第(5)款。
(5) 如—
(a) 有關非香港公司的名稱是採用中文以外的語文的，則該公司須在該名稱之後加上“(in
liquidation)”；
(b) 有關非香港公司的名稱是採用中文的，則該公司須在該名稱之後加上“(正進行清盤)”；
或
(c) 有關非香港公司的名稱是採用中文以及中文以外的另外一種語文的，則該公司須—
(i) 在該中文名稱之後加上“(正進行清盤)”；及
(ii) 在該另外一種語文的名稱之後加上“(in liquidation)”。
(6) 如非香港公司違反第(1)、(2)、(3)或(4)款，該公司、其每名責任人及其每名授權或准許該公
司違反該款的代理人，均屬犯罪，可各處第3級罰款。
(7) 在本條中，提述非香港公司的名稱—
(a) 如有關公司屬註冊非香港公司，即提述該公司的法團名稱；或
(b) 如有關公司屬註冊非香港公司，而該公司有相對某法團名稱而言的經批准名稱在公司登記
冊顯示，即提述該公司的經批准名稱。
條： 793 註冊非香港公司須將開始清盤一事等通知處長 L.N. 163 of 2013 03/03/2014
(1) 註冊非香港公司須在第(2)款指明的兩個日期中的較遲日期後的15日內，將符合指明格式的通知
交付處長登記，該通知須載有—
(a) 第(3)款指明的詳情；及
(b) (如有人獲委任為清盤人或臨時清盤人)第(4)款指明的進一步詳情。
(2) 上述日期是—
(a) 有關註冊非香港公司的清盤法律程序展開的日期；及
(b) 關於該法律程序展開的通知按照展開該法律程序所在地方的法律送達該公司的日期。
(3) 上述詳情是—
第 622 章 - 《公司條例》 313
(a) 有關註冊非香港公司的清盤法律程序展開的日期；
(b) 展開該法律程序所在國家；及
(c) 該清盤是自發清盤抑或是強制清盤，還是以第(1)款所指的通知指明的另一方式清盤。
(4) 上述進一步詳情是—
(a) 有關的人是獲委任為清盤人，抑或是獲委任為臨時清盤人；
(b) 該人是單獨清盤人，抑或是共同清盤人中或共同及各別清盤人中的一人；
(c) 作出該項委任的日期；及
(d) 關於該人的以下細節—
(i) (如屬自然人)現時的名字及姓氏、地址及身分證號碼或(如該人沒有身分證)該人所持
有的任何護照的號碼及簽發國家；或
(ii) (如不屬自然人)名稱及地址。
(5) 如有以下情況，第(6)款適用—
(a) 第(1)款所指的通知所載的詳情有所更改；
(b) 在該通知交付處長登記後，有清盤人或臨時清盤人獲委任；或
(c) 姓名或名稱載於該通知的清盤人或臨時清盤人已停任該職。
(6) 註冊非香港公司須在有關更改、委任或停任的日期後的15日內，將符合指明格式的通知交付處
長登記，該通知須載有該項更改的詳情、第(4)款指明的關於獲委任的清盤人或臨時清盤人的進
一步詳情或有關清盤人或臨時清盤人停任的日期。
(7) 如註冊非香港公司違反第(1)或(6)款，該公司、其每名責任人及其每名授權或准許該公司違反
該款的代理人，均屬犯罪，可各處第3級罰款，如有關罪行是持續的罪行，則可就該罪行持續期
間的每一日，另各處罰款$300。
(8) 在本條中—
名字 (forename) 包括教名或取名； 姓氏 (surname) 就通常以有別於其姓氏的名銜為人所認識的人而言，指該名銜。
條： 794 註冊非香港公司須將不再在香港設有營業地點一事通知處
長
L.N. 163 of 2013 03/03/2014
(1) 如註冊非香港公司不再在香港設有營業地點，該公司須在不再在香港設有營業地點後的7日內，
將符合指明格式的關於該事實的通知，交付處長。
(2) 處長如收到上述通知，須—
(a) 就有關註冊非香港公司將該通知登記；及
(b) 將一項陳述記入公司登記冊，述明該公司已不再在香港設有營業地點。
(3) 有關陳述一經根據第(2)(b)款記入公司登記冊，有關公司即不再是註冊非香港公司。
(4) 如註冊非香港公司違反第(1)款，該公司、其每名責任人及其每名授權或准許該公司違反該款的
代理人，均屬犯罪，可各處第3級罰款，如有關罪行是持續的罪行，則可就該罪行持續期間的每
一日，另各處罰款$300。
條： 795 註冊非香港公司的獲授權代表須將解散一事通知處長 L.N. 163 of 2013 03/03/2014
(1) 如註冊非香港公司解散，該公司的獲授權代表須在解散日期後的15日內，將以下文件交付處長
—
(a) 符合指明格式的關於解散一事的通知；及
(b) 使該公司得以解散的文書的經核證副本，如該文書既非英文文書亦非中文文書，則須交付
該文書的經核證英文譯本或中文譯本。
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(2) 處長如收到第(1)款所指的通知及文件，須—
(a) 就有關註冊非香港公司將該通知及文件登記；及
(b) 將一項陳述記入公司登記冊，述明該公司已解散。
(3) 有關陳述一經根據第(2)(b)款記入公司登記冊，有關公司即不再是註冊非香港公司。
(4) 如註冊非香港公司的獲授權代表違反第(1)款，該獲授權代表即屬犯罪，可處第3級罰款，如有
關罪行是持續的罪行，則可就該罪行持續期間的每一日，另處罰款$300。
(5) 凡某人被控犯第(4)款所訂罪行，如確立該人既不知道亦沒有理由相信有關註冊非香港公司已解
散，即屬免責辯護。
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除名 L.N. 163 of 2013 03/03/2014
條： 796 處長可向註冊非香港公司送交查詢信件 L.N. 163 of 2013 03/03/2014
(1) 如處長有合理因由相信，某註冊非香港公司已不再在香港設有營業地點，則處長可藉郵遞方
式，向該公司送交一封信件，查詢該公司是否已不再在香港設有營業地點。
(2) 上述信件—
(a) 須寄給其所需細節在公司登記冊顯示的上述註冊非香港公司的獲授權代表，並註明該人為
收件人；或
(b) 在公司登記冊沒有顯示該公司的獲授權代表的所需細節的情況下，須寄往該公司在香港設
立的任何營業地點。
(3) 如處長認為，有關註冊非香港公司相當可能不會收到第(1)款所指的信件，則處長可在憲報刊登
公告，以代替根據該款送交信件，該公告須述明除非有反對因由提出，否則在該公告的日期後
的3個月終結時，該公司的名稱將會從公司登記冊剔除，而該公司將不再是註冊非香港公司。
條： 797 處長須在某些情況下作出跟進 L.N. 163 of 2013 03/03/2014
(1) 如在根據第796(1)條送交信件後的一個月內—
(a) 處長沒有收到對該信件作出的回覆；或
(b) 處長收到對該信件作出的回覆，表明有關註冊非香港公司已不再在香港設有營業地點，
則本條適用。
(2) 處長須在上述的一個月終結後的30日內—
(a) (除第(4)款另有規定外)以掛號郵遞方式，向有關註冊非香港公司送交另一封信件，該另一
封信件須—
(i) 提述根據第796(1)條送交的信件(首封信件)；及 (ii) 述明—
(A) 處長沒有收到對首封信件的回覆；或
(B) 處長已收到對首封信件作出的回覆，表明該公司已不再在香港設有營業地點；及
(b) 在憲報刊登公告，述明除非有反對因由提出，否則在該公告的日期後的3個月終結時，該公
司的名稱將會從公司登記冊剔除，而該公司將不再是註冊非香港公司。
(3) 上述信件—
(a) 須寄給其所需細節在公司登記冊顯示的上述註冊非香港公司的獲授權代表，並註明該人為
收件人；或
(b) 在公司登記冊沒有顯示該公司的獲授權代表的所需細節的情況下，須寄往該公司在香港設
第 622 章 - 《公司條例》 315
立的任何營業地點。
(4) 如處長認為，有關註冊非香港公司相當可能不會收到根據第(2)(a)款送交的信件，則處長無需
根據該款向該公司送交信件。
條： 798 處長可剔除註冊非香港公司的名稱 L.N. 163 of 2013 03/03/2014
(1) 在根據第796(3)或797(2)(b)條刊登公告後，除非有反對因由提出，否則處長可在該公告的日期
後的3個月終結時，從公司登記冊剔除有關註冊非香港公司的名稱。
(2) 處長須在憲報刊登公告，示明有關非香港公司的名稱已從公司登記冊剔除。
(3) 第(2)款所指的公告一旦刊登，有關非香港公司即不再是註冊非香港公司。
(4) 除第(5)款另有規定外，非香港公司如不屬註冊非香港公司，不得在香港設有營業地點。
(5) 第(4)款並不禁止有關的非香港公司在香港設有在處長根據第(2)款刊登公告後設立的營業地
點，但前提是該公司須在設立該營業地點後的一個月內，根據第776(2)條申請註冊。
(6) 如非香港公司違反第(4)款，該公司、其每名責任人及其每名授權或准許該公司違反該款的代理
人，均屬犯罪，可各處第5級罰款，如有關罪行是持續的罪行，則可就該罪行持續期間的每一
日，另各處罰款$1000。
條： 799 向處長申請將非香港公司恢復註冊 L.N. 163 of 2013 03/03/2014
(1) 非香港公司如有以下情況，本條適用於該公司—
(a) 該公司的名稱根據第798條從公司登記冊剔除；或
(b) 該公司的名稱憑藉《前身條例》第339A(2)條從公司登記冊剔除。
(2) 屬有關非香港公司的董事或成員的人，可向處長提出申請，要求將該公司恢復列入公司登記
冊。
(3) 上述申請須於除名日期後的6年內提出。就此而言，處長收到該申請之時，即為該申請提出之
時。
(4) 上述申請須隨附一項陳述，述明—
(a) 申請人是有關非香港公司的董事或成員；及
(b) 第800(2)條指明的條件已獲符合。
(5) 處長可接受上述陳述為第(4)(a)及(b)款所述事宜的充分證據。
條： 800 批准申請的條件 L.N. 163 of 2013 03/03/2014
(1) 除非第(2)款指明的所有條件及處長認為合適的任何其他條件均獲符合，否則處長不得批准根據
第799條提出的申請。
(2) 上述條件是—
(a) 在申請提出時，並在有關非香港公司的名稱從公司登記冊剔除前的6個月內的任何時間，該
公司在香港設有營業地點；及
(b) 申請人已向處長交付關乎該非香港公司的文件，而該等文件是使處長備存的紀錄能反映最
新情況所需的。
條： 801 處長就申請作出的決定 L.N. 163 of 2013 03/03/2014
(1) 處長須將就根據第799條提出的申請而作出的決定，通知申請人。
(2) 如處長批准申請，有關非香港公司於根據第(1)款發出通知的日期恢復列入公司登記冊，而處長
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須登記該通知，並須在憲報刊登關於該公司恢復註冊的公告。
(3) 如有關公司恢復註冊，有關除名須視作從未發生。
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雜項條文 L.N. 163 of 2013 03/03/2014
條： 802 處長須備存董事索引 L.N. 163 of 2013 03/03/2014
附註：
第802(4)及(5)條尚未實施。
(1) 處長須備存載有每名屬註冊非香港公司董事的人的索引。
(2) 上述索引所載的詳情，須包括每名董事的以下詳情—
(a) 該董事的姓名或名稱及地址；
(b) 就該董事送交處長的最新詳情；
(c) 可辨別出該董事擔任董事的每間公司或註冊非香港公司的名稱。
(3) 根據本條備存的索引，須開放予任何人在支付訂明費用後查閱。
(4) 儘管有第(3)款的規定，載於上述索引的以下詳情，不得根據該款開放予任何人查閱—
(a) 有關董事的通常住址；
(b) 有關董事的身分證或護照的完整號碼。
(5) 即使董事的通訊地址與其通常住址相同，第(4)款不影響在上述索引載入該董事的通訊地址，亦
不影響根據第(3)款查閱該通訊地址。
條： 803 送達法律程序文件或通知 L.N. 163 of 2013 03/03/2014
(1) 除第(3)及(4)款另有規定外，任何須向註冊非香港公司送達的法律程序文件或通知，如按以下
方式送達，即屬妥為送達—
(a) 註明其所需細節是在公司登記冊顯示的該公司的獲授權代表為收件人；及
(b) 留在該代表最後為人所知的地址，或以郵遞方式寄往該地址。
(2) 如—
(a) 公司登記冊沒有顯示有關註冊非香港公司的獲授權代表的所需細節；或
(b) 該公司的每名獲授權代表均拒絕代該公司接受有關法律程序文件或通知的送達，或有關法
律程序文件或通知不能送達該等代表中任何一人，
則第(3)及(4)款適用。
(3) 任何須送達註冊非香港公司的法律程序文件或通知，如留在該公司在香港設立的營業地點，或
以郵遞方式寄往該地點，即屬妥為送達。
(4) 就不再在香港設有營業地點的註冊非香港公司而言，任何須送達該公司的法律程序文件或通
知，如按以下方式送達，即屬妥為送達—
(a) (i) 該文件或通知是以掛號郵遞方式，按公司登記冊內所示的地址，送交該公司在它成立
為法團所在地方的註冊辦事處(或等同於註冊辦事處的地點)；而且
(ii) 該文件或通知的文本是以掛號郵遞方式，按公司登記冊內所示的地址，送交該公
司在它成立為法團所在地方的主要營業地點(如有的話)；或
(b) (如公司登記冊沒有顯示上述地址)該文件或通知是留在該公司曾於先前的12 個月內在香港
設有營業地點所在地方，或以郵遞方式寄往該地方。
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(5) 就任何須送達非香港公司(註冊非香港公司除外)的法律程序文件或通知而言—
(a) 如該公司在香港設有營業地點，而該文件或通知是留在該地點，或以郵遞方式寄往該地
點，即屬妥為送達；或
(b) 如該公司曾在香港設有營業地點，但不再在香港設有該營業地點，而該文件或通知是按以
下方式送達，即屬妥為送達—
(i) (A) 該文件或通知是以掛號郵遞方式，送交該公司在它成立為法團所在地方的註冊辦
事處(或等同於註冊辦事處的地點)；而且
(B) 該文件或通知的文本是以掛號郵遞方式，送交該公司在它成立為法團所在地方的
主要營業地點(如有的話)；或
(ii) (如不能確定該註冊辦事處或主要營業地點，但該公司曾於先前的12個月內在香港
設有營業地點)該文件或通知是留在該地點，或以郵遞方式寄往該地點。
條： 804 財政司司長可訂立規例 L.N. 163 of 2013 03/03/2014
(1) 財政司司長可訂立規例，訂定本條例就曾經根據第790條修改的帳目的適用情況。
(2) 上述規例可—
(a) 視乎有關帳目是—
(i) 用另一份顯示有關修改的文件加以補充的方式修改；還是
(ii) 用另一份帳目取而代之的方式修改，
而訂定不同條文；
(b) 規定註冊非香港公司就經修改的帳目採取該等規例指明的步驟；及
(c) 在該等規例指明的增補、例外情況及變通的規限下，將本條例應用於經修改的帳目。
(3) 上述規例可將以下任何行為定為罪行，且可處以罰款或監禁或同時處以罰款或監禁—
(a) 沒有採取一切合理步驟以確使經修改的帳目符合—
(i) 該等規例的指明條文；或
(ii) 根據該等規例而有效的本條例的指明條文；
(b) 違反—
(i) 該等規例的指明條文；或
(ii) 根據該等規例而有效的本條例的指明條文。
(4) 就屬故意干犯的罪行而言，可就該罪行訂明的最高罰款額為$300000，而可就該罪行訂明的最高
監禁刑期為12個月。就不屬故意干犯的罪行而言，可就該罪行訂明的最高罰款額為$300000。此
外，如有關罪行是持續的罪行，可訂明就該罪行持續期間的每一日，另處罰款不超過$2000。
(5) 上述規例可訂定關於有關罪行的免責辯護。
條： 805 財政司司長可訂立規例 L.N. 163 of 2013 03/03/2014
(1) 財政司司長可訂立規例，訂明—
(a) 第776(2)或(3)條所指的申請須載有的詳情；
(b) 第776(2)或(3)條所指的申請須隨附的文件；
(c) 第787(3)條所指的通知須隨附的文件；
(d) 第788(1)或791(1)條所指的申報表須載有的詳情；及
(e) 第788(1)或791(1)條所指的申報表須隨附的文件。
(2) 財政司司長可訂立規例—
(a) 規定第776(2)或(3)條所指的申請或第778(2)條所指的申報表可載有有關非香港公司的本土
名稱的經核證譯名；及
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(b) 為該目的訂定程序及規定。
(3) 第(2)款不適用於第776(5)或778(9)條規定須載有本土名稱的經核證譯名的申請或申報表。
部： 17 並非根據本條例組成但可根據本條例註冊的公司 L.N. 163 of 2013 03/03/2014
(*格式變更─2013年第1號編輯修訂紀錄)
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* 第17部的格式已按現行法例樣式更新。
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導言 L.N. 163 of 2013 03/03/2014
條： 806 釋義 L.N. 163 of 2013 03/03/2014
在本部中—
不屬法定的章程文件 (non-statutory constitutional document) 就合資格公司而言，指組織或規 管該公司的任何組織安排契據或其他文書；
合資格公司 (eligible company) 指— (a) 在1865年5月1日之後，依據本條例及《舊有公司條例》以外的任何條例組成的公司；或
(b) 在上述日期之後，按照法律以其他方式組織的公司；
章程文件 (constitutional document) 就合資格公司而言，指— (a) 組織或規管該公司的條例；或
(b) 該公司的不屬法定的章程文件。
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合資格公司的註冊 L.N. 163 of 2013 03/03/2014
條： 807 處長可將合資格公司註冊 L.N. 163 of 2013 03/03/2014
(1) 處長可應合資格公司的申請，將該公司註冊為—
(a) 無限公司；或
(b) 擔保有限公司。
(2) 第(1)款所指的申請，須符合指明格式。
(3) 第(1)款所指的申請，須隨附—
(a) 有關的合資格公司的每份章程文件的文本；及
(b) (如屬要求註冊為擔保有限公司的申請)符合第810(2)條的決議的文本。
(4) 根據第(1)款進行的註冊，不會僅因有關的合資格公司註冊的目的是為進行清盤，而屬無效。
條： 808 對處長註冊的權力的一般限制 L.N. 163 of 2013 03/03/2014
(1) 如合資格公司的成員的法律責任被某條例所限定，或是按照法律以其他方式予以限定，則處長
不得根據本部將該公司註冊。
(2) 除非合資格公司符合以下說明，否則處長不得根據本部將該公司註冊為擔保有限公司—
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(a) 如該公司只有英文名稱—
(i) 該公司擬註冊的名稱的最後一個字為“Limited”；及
(ii) 該公司可能使用的相應中文名稱的最後4個中文字為“有限公司”；
(b) 如該公司只有中文名稱—
(i) 該公司擬註冊的名稱的最後4個中文字為“有限公司”；及
(ii) 該公司可能使用的相應英文名稱的最後一個字為“Limited”；或
(c) 如該公司兼有中文名稱及英文名稱—
(i) 該公司擬註冊的英文名稱的最後一個字為“Limited”；及
(ii) 該公司擬註冊的中文名稱的最後4個中文字為“有限公司”。
條： 809 處長不得在未經成員同意下進行註冊 L.N. 163 of 2013 03/03/2014
(1) 除非合資格公司在為將該公司註冊為無限公司而召開的公司成員大會上，獲得過半數出席該大
會的成員同意將該公司註冊為無限公司，否則處長不得根據本部將該公司註冊為無限公司。
(2) 除非合資格公司在為將該公司註冊為擔保有限公司而召開的公司成員大會上，獲得最少75%出席
該大會的成員同意將該公司註冊為擔保有限公司，否則處長不得根據本部將該公司註冊為擔保
有限公司。
(3) 為施行本條，如有要求以投票方式表決的情況，則在計算過半數成員或75%成員人數時，須顧及
每名成員按照有關的合資格公司的規例有權投下的票數。
(4) 在本條中，提述出席成員大會的成員—
(a) 即提述親自出席的成員；或
(b) (如有關的合資格公司的規例容許委派代表的話)即提述委派代表出席的成員。
條： 810 如無決議聲明擔保的款額則處長不得進行註冊 L.N. 163 of 2013 03/03/2014
(1) 除非合資格公司的成員通過符合第(2)款的決議，否則處長不得根據本部將該公司註冊為擔保有
限公司。
(2) 上述決議須聲明，每名身為合資格公司的成員的人，均承諾若該公司在該人是該公司的成員期
間或不再是該公司的成員之後的一年內清盤，該人會分擔支付該人須付的一筆不超過指明款額
的款額，作為該公司的資產，以—
(a) 支付該公司在該人不再是該公司的成員之前所訂約承擔的債項及債務；
(b) 支付該公司清盤的費用及開支；或
(c) 調整分擔人之間的權利。
(3) 就第(1)款而言，有關決議是在本分部的生效日期*之前、當日或之後通過，並不相干。
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註﹕
* 生效日期：2014年3月3日。
條： 811 合資格公司須繳付註冊費用 L.N. 163 of 2013 03/03/2014
在處長根據本部將合資格公司註冊之前，該公司須就該項註冊，向處長繳付訂明費用。
條： 812 處長須發出註冊證明書 L.N. 163 of 2013 03/03/2014
處長如根據本部將合資格公司註冊，須向該公司發出一份有其簽署或印有其簽署的註冊證明書。
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註冊的後果 L.N. 163 of 2013 03/03/2014
條： 813 本分部的適用範圍 L.N. 163 of 2013 03/03/2014
如有合資格公司根據本部註冊為無限公司或擔保有限公司，則本分部適用。
條： 814 合資格公司的地位、財產、權利及法律責任 L.N. 163 of 2013 03/03/2014
(1) 合資格公司一旦根據第812條獲發註冊證明書，即視為已根據本條例成立為法團的無限公司或擔
保有限公司(視何者適用而定)。
(2) 第(1)款不具有為合資格公司設立新的法律實體的效力。
(3) 註冊一事並不影響合資格公司的財產。
(4) 註冊一事並不影響合資格公司在以下方面的權利及法律責任—
(a) 該公司在註冊之前招致或由他人代為招致的債項或義務，或在註冊之前他人欠該公司的債
項或義務；或
(b) 該公司在註冊之前訂立或由他人代為訂立的合約。
條： 815 現有的法律程序繼續進行 L.N. 163 of 2013 03/03/2014
(1) 除第(2)款另有規定外，在合資格公司註冊時仍然待決的訴訟或其他法律程序，不論是由該公
司、該公司的高級人員或該公司的成員提出的，亦不論是針對該公司、該公司的高級人員或該
公司的成員提出的，均可藉同樣方式繼續進行，猶如沒有該項註冊一樣。
(2) 不得針對合資格公司的成員的財物發出執行程序文件，以執行在上述的待決訴訟或法律程序中
取得的任何判決、判令或命令。
(3) 如合資格公司的財產及財物不足以履行上述判決、判令或命令，則可取得一項將該公司清盤的
命令。
條： 816 現有的章程文件繼續有效 L.N. 163 of 2013 03/03/2014
(1) 合資格公司的章程文件的條文，須以同樣方式並在附有同樣附帶條件的情況下，視為該公司的
條件及規例，猶如該等條文是假使該公司是根據本條例組成便已載於該公司組成所需的章程細
則內一樣。
(2) 在第(1)款中，提述合資格公司的章程文件，就註冊為擔保有限公司的合資格公司而言，包括符
合第810(2)條的決議。
條： 817 合資格公司可用章程細則替代不屬法定的章程文件 L.N. 163 of 2013 03/03/2014
(1) 合資格公司可用章程細則，替代該公司的不屬法定的章程文件，藉以更改該公司的章程的形
式。
(2) 上述更改須藉特別決議作出。
(3) 在第(5)及(6)款的規限下，假使有關的合資格公司是根據本條例組成便會是私人公司，則第89
及91條在其關乎第(4)款指明的事宜的範圍內，適用於有關更改(在適用範圍內)。
(4) 為施行第(3)款而指明的事宜是—
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(a) 在通過第89條所指的關於作出修改的決議後相應作出的事宜；及
(b) 向原訟法庭提出的、要求取消對私人公司的宗旨作出修改的申請。
(5) 在第89(7)條中，提述經修改的有關公司章程細則的文本，須理解為根據本條用以替代合資格公
司的不屬法定的章程文件的章程細則的文本。
(6) 自根據第89條將用以替代合資格公司的不屬法定的章程文件的公司章程細則的文本交付處長
起，或自有關修改不可被原訟法庭藉命令取消的日期起(兩者當中以較後者為準)—
(a) 該章程細則適用於該公司的方式，須猶如該公司是根據本條例採用該章程細則註冊的私人
公司一樣；及
(b) 該不屬法定的章程文件不再適用於該公司。
(7) 根據第(1)款作出更改時，可同時根據第89條修改合資格公司的宗旨，也可不修改該宗旨。
條： 818 本條例適用於合資格公司 L.N. 163 of 2013 03/03/2014
(1) 在第819條的規限下，本條例以同樣方式在各方面適用於合資格公司及其高級人員、成員、分擔
人及債權人，猶如該公司是根據本條例組成一樣。
(2) 即使合資格公司的章程文件載有任何規定，如本條例的條文關乎無限公司註冊為有限公司，該
條文適用於該公司。
條： 819 第818(1)條的例外情況 L.N. 163 of 2013 03/03/2014
(1) 除非合資格公司藉特別決議，採納根據第78條訂明的章程細則範本的任何或全部條文作為其章
程細則，否則不得採納該等條文作為其章程細則。
(2) 在不抵觸第820條的規定下，合資格公司沒有更改關乎該公司的條例的條文的權力。
條： 820 合資格公司更改章程的權力 L.N. 163 of 2013 03/03/2014
合資格公司如憑藉其章程文件具有更改其章程或規例的權力，本條例不減損該權力。
部： 18 公司與外間的通訊 L.N. 163 of 2013 03/03/2014
(*格式變更─2013年第1號編輯修訂紀錄)
__________________________________________________________________________ 註：
* 第18部的格式已按現行法例樣式更新。
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導言 L.N. 163 of 2013 03/03/2014
條： 821 釋義 L.N. 163 of 2013 03/03/2014
(1) 在本部中—
文件 (document) 除在第2分部外，並不包括為任何法律程序的目的而發出的文件； 地址 (address) 包括為了以電子方式送交或接收文件或資料而使用的數目字，或為該目的而使用的
以任何語文的字母、字樣、數目字或符號組成的序列或組合；
適用條文 (applicable provision) —
第 622 章 - 《公司條例》 322
(a) 在第3分部中，指本條例或《公司(清盤及雜項條文)條例》(第32章)中批准或規定向公司送
交或提供有關文件或資料的條文；或
(b) 在第4分部中，指本條例或《公司(清盤及雜項條文)條例》(第32章)中批准或規定公司向另
一人送交或提供有關文件或資料的條文；
辦公日 (business day)指不是以下任何日子的日子— (a) 公眾假期；或
(b) 《釋義及通則條例》(第1章)第71(2)條所界定的黑色暴雨警告日或烈風警告日。
(2) 在本部中—
(a) 除在第2分部外，提述送交文件—
(i) 包括提供、交付、遞交或交出該文件及( 如屬通知)發出或給予該文件；但
(ii) 不包括送達該文件；及
(b) 提述提供資料，包括送交、交付、遞交或交出該資料。
(3) 就本部而言，任何人如將載有有關文件或資料並已預付郵資的信封投寄，即屬以郵遞方式送交
該文件或以郵遞方式提供該資料。
條： 822 為施行第828(3)、831(4)及833(6)條而指明的最短期間 L.N. 163 of 2013 03/03/2014
(1) 本條為施行第828(3)、831(4)及833(6)條，就公司與另一人達成的協議指明撤銷通知的最短期
間。
(2) 上述最短期間是以下期間中的較長者—
(a) 7日的期間；
(b) 第(3)或(4)款列明的期間。
(3) 如有關的另一人並非公司，為施行第(2)(b)款而列明的期間為—
(a) (凡該另一人是有關公司的成員)在該公司的章程細則內為此目的而指明的期間；
(b) (凡該另一人是有關公司的債權證持有人)在設立該債權證的文書內為此目的而指明的期
間；或
(c) (凡該另一人並非上述成員亦非上述持有人)在該人與有關公司達成的協議內為此目的而指
明的期間。
(4) 如有關的另一人是公司，為施行第(2)(b)款而列明的期間為—
(a) (凡該另一人是有關公司的成員)在該公司的章程細則內為此目的而指明的期間；
(b) (凡有關公司是該另一人的成員)在該人的章程細則內為此目的而指明的期間；
(c) (凡該另一人是有關公司的債權證持有人，或凡有關公司是該另一人的債權證持有人)在設
立該債權證的文書內為此目的而指明的期間；或
(d) (凡該另一人及有關公司皆並非上述成員亦非上述持有人)在該人與該公司達成的協議內為
此目的而指明的期間。
條： 823 為施行第828(7)(a)、831(7)(a)及833(12)(b)條而指明的期間 L.N. 163 of 2013 03/03/2014
(1) 本條—
(a) 為施行第828(7)(a)條，就另一人向公司送交或提供的文件或資料指明期間；及
(b) 為施行第831(7)(a)及833(12)(b)條，就公司向另一人送交或提供的文件或資料指明期間。
(2) 上述期間是第(3)、(4)或(5)款所列明的期間。
(3) 如有關的另一人並非公司，為施行第(2)款而列明的期間為—
(a) (凡該另一人是有關公司的成員)在該公司的章程細則內為此目的而指明的期間；
(b) (凡該另一人是有關公司的債權證持有人)在設立該債權證的文書內為此目的而指明的期
第 622 章 - 《公司條例》 323
間；或
(c) (凡該另一人並非上述成員亦非上述持有人)在該人與有關公司達成的協議內為此目的而指
明的期間。
(4) 如有關的另一人是公司，為施行第(2)款而列明的期間為—
(a) (凡該另一人是有關公司的成員)在該公司的章程細則內為此目的而指明的期間；
(b) (凡有關公司是該另一人的成員)在該人的章程細則內為此目的而指明的期間；
(c) (凡該另一人是有關公司的債權證持有人，或凡有關公司是該另一人的債權證持有人)在設
立該債權證的文書內為此目的而指明的期間；或
(d) (凡該另一人及有關公司皆並非上述成員亦非上述持有人)在該人與該公司達成的協議內為
此目的而指明的期間。
(5) 如有關章程細則、文書或協議沒有指明期間，為施行第(2)款而列明的期間即為48小時。
(6) 在計算第(5)款所述的小時數目時，不屬辦公日的日子的任何部分無須理會。
條： 824 為施行第828(7)(b)、829(5)(a)、831(7)(b)及832(5)(a)條而 指明的時間
L.N. 163 of 2013 03/03/2014
(1) 本條—
(a) 為施行第828(7)(b)及829(5)(a)條，就另一人向公司送交或提供的文件或資料指明時間；
及
(b) 為施行第831(7)(b)及832(5)(a)條，就公司向另一人送交或提供的文件或資料指明時間。
(2) 上述時間是以下時間中的較遲者—
(a) 送交或提供有關文件或資料的日子後的第二個辦公日；
(b) 第(3)或(4)款列明的時間。
(3) 如有關的另一人並非公司，為施行第(2)(b)款而列明的時間為—
(a) (凡該另一人是有關公司的成員)在該公司的章程細則內為此目的而指明的時間；
(b) (凡該另一人是有關公司的債權證持有人)在設立該債權證的文書內為此目的而指明的時
間；或
(c) (凡該另一人並非上述成員亦非上述持有人)在該人與有關公司達成的協議內為此目的而指
明的時間。
(4) 如有關的另一人是公司，為施行第(2)(b)款而列明的時間為—
(a) (凡該另一人是有關公司的成員)在該公司的章程細則內為此目的而指明的時間；
(b) (凡有關公司是該另一人的成員)在該人的章程細則內為此目的而指明的時間；
(c) (凡該另一人是有關公司的債權證持有人，或凡有關公司是該另一人的債權證持有人)在設
立該債權證的文書內為此目的而指明的時間；或
(d) (凡該另一人及有關公司皆並非上述成員亦非上述持有人)在該人與該公司達成的協議內為
此目的而指明的時間。
條： 825 為施行第831(3)(b)(iii)及832(2)(b)條而指明的地址 L.N. 163 of 2013 03/03/2014
(1) 本條為施行第831(3)(b)(iii)及832(2)(b)條，就公司向另一人送交或提供的文件或資料指明地
址。
(2) 除第(3)及(4)款另有規定外，上述地址為—
(a) 有關的另一人為此目的而一般地或明確地指明的地址；或
(b) 本條例的條文批准有關文件或資料可送交或提供所至的地址，或本條例的條文規定有關文
件或資料須送交或提供所至的地址。
第 622 章 - 《公司條例》 324
(3) 如有關的另一人(不論是否公司)是有關公司的成員、債權證持有人、董事或公司秘書，則有關
地址為—
(a) 第(2)款指明的地址；或
(b) 該公司的成員登記冊、債權證持有人登記冊、董事登記冊或公司秘書登記冊內所示的該人
的地址。
(4) 如有關的另一人是公司(但不是第(3)款所涵蓋的人)，則有關地址為—
(a) 第(2)款指明的地址；或
(b) 其註冊辦事處。
(5) 如有關公司不能取得第(2)、(3)或(4)款指明的地址，則有關地址為有關的另一人的最後為該公
司所知的地址。
條： 826 本部對向處長送交文件等的效力 L.N. 163 of 2013 03/03/2014
在應用於向處長送交或提供的文件或資料時，本部在第2部的規限下具有效力。
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向公司送達文件 L.N. 163 of 2013 03/03/2014
條： 827 送達文件 L.N. 163 of 2013 03/03/2014
向公司送達的文件可藉以下方式送達：將該文件留在該公司的註冊辦事處，或以郵遞方式，將該文
件送交該公司的註冊辦事處。
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由並非公司的人向公司作出的其他通訊 L.N. 163 of 2013 03/03/2014
條： 828 電子形式的通訊 L.N. 163 of 2013 03/03/2014
(1) 如並非公司的人以電子形式，向公司送交或提供任何文件或資料，則本條適用。
(2) 如有以下情況，有關文件或資料即屬為適用條文的目的向有關公司送交或提供—
(a) 該公司—
(i) 已一般地或明確地同意可藉電子形式向它送交或提供該文件或資料，且沒有撤銷該項
同意；或
(ii) 根據本條例的條文，須視為已給予上述同意；
(b) 該文件或資料是—
(i) 以電子方式送交或提供至—
(A) 該公司為此目的而一般地或明確地指明的地址；或
(B) 根據本條例的條文，被視為已為此目的而如此指明的地址；或
(ii) 由專人或以郵遞方式送交或提供至第(4)款指明的地址；及
(c) 按有關的人的合理意見，該文件或資料在送交或提供時的形式，以及送交或提供的方式，
讓接收者能夠—
(i) 以肉眼或在輔以適合的矯正視力鏡片的情況下，閱讀該文件或資料或(在該文件或資料
是由影像組成的範圍內)觀看該文件或資料；及
(ii) 保存該文件或資料的文本。
第 622 章 - 《公司條例》 325
(3) 就第(2)(a)(i)款而言，除非有關公司已向有關的人發出不少於第822條指明的期間的撤銷通
知，否則它沒有撤銷有關同意。
(4) 為施行第(2)(b)(ii)款而指明的地址為—
(a) 有關公司為此目的而一般地或明確地指明的地址；
(b) 有關公司的註冊辦事處；或
(c) 本條例的條文批准有關文件或資料可送交或提供所至的地址，或本條例的條文規定有關文
件或資料須送交或提供所至的地址。
(5) 就批准有關文件或資料可予認證的適用條文而言，或就規定有關文件或資料須予認證的適用條
文而言，如—
(a) 有關的人的身分，按有關公司指明的方式確認；或
(b) (凡該公司沒有指明確認方式)有關通訊載有或隨附關於有關的人的身分的陳述，而該公司
沒有理由懷疑該陳述的真確性，
則該文件或資料即屬已獲充分認證。
(6) 如有關文件或資料是由某人代另一人送交或提供的，則有關公司的章程細則中該公司可據以要
求提供關於前者可代後者行事的權限的合理證據的條文，不受第(5)款影響。
(7) 如有關文件或資料是為適用條文的目的向公司送交或提供的，而—
(a) 該文件或資料是以電子方式送交或提供的，則除非相反證明成立，該文件或資料須視作在
它送交或提供之後，於第823條指明的期間終結時，由該公司收到；
(b) 該文件或資料是以郵遞方式送交或提供的，則除非相反證明成立，該文件或資料須視作在
第824條指明的時間，由該公司收到；或
(c) 該文件或資料是由專人送交或提供的，則該文件或資料須視作在該文件或資料送抵之時，
由該公司收到。
條： 829 印本形式的通訊 L.N. 163 of 2013 03/03/2014
(1) 如並非公司的人以印本形式，向公司送交或提供任何文件或資料，則本條適用。
(2) 如有關文件或資料是由專人或以郵遞方式送交或提供至以下地址，則該文件或資料即屬為適用
條文的目的向有關公司送交或提供—
(a) 該公司為此目的而一般地或明確地指明的地址；
(b) 該公司的註冊辦事處；或
(c) 本條例的條文批准該文件或資料可送交或提供所至的地址，或本條例的條文規定該文件或
資料須送交或提供所至的地址。
(3) 就批准有關文件或資料可予認證的適用條文而言，或就規定有關文件或資料須予認證的適用條
文而言，如該文件或資料是由有關的人簽署，則該文件或資料即屬已獲充分認證。
(4) 如有關文件或資料是由某人代另一人送交或提供的，則有關公司的章程細則中該公司可據以要
求提供關於前者可代後者行事的權限的合理證據的條文，不受第(3)款影響。
(5) 如有關文件或資料是為適用條文的目的向公司送交或提供的，而—
(a) 該文件或資料是以郵遞方式送交或提供的，則除非相反證明成立，該文件或資料須視作在
第824條指明的時間，由該公司收到；或
(b) 該文件或資料是由專人送交或提供的，則該文件或資料須視作在該文件或資料送抵之時，
由該公司收到。
條： 830 其他形式的通訊 L.N. 163 of 2013 03/03/2014
(1) 如並非公司的人以既非電子亦非印本的形式，向公司送交或提供任何文件或資料，則本條適
第 622 章 - 《公司條例》 326
用。
(2) 如有關文件或資料是以有關公司同意的形式或方式送交或提供，則該文件或資料即屬為適用條
文的目的向該公司送交或提供。
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由公司向另一人作出的其他通訊 L.N. 163 of 2013 03/03/2014
條： 831 電子形式的通訊 L.N. 163 of 2013 03/03/2014
(1) 除第(2)款另有規定外，如公司以電子形式，向另一人送交或提供任何文件或資料，則本條適
用。
(2) 如有關公司以在網站上提供有關文件或資料的方式，向有關的另一人送交或提供該文件或資
料，則本條不適用。
(3) 如有以下情況，有關文件或資料即屬為適用條文的目的向有關的另一人送交或提供—
(a) 以下情況—
(i) 該另一人並非公司，而該人已一般地或明確地同意可藉電子形式向該人送交或提供該
文件或資料，且沒有撤銷該項同意；或
(ii) 該另一人是公司，而該人已給予上述同意，且沒有撤銷該項同意，或根據本條例
的條文，須視為已給予上述同意；
(b) 該文件或資料是—
(i) 以電子方式送交或提供至—
(A) (凡該另一人並非公司)該另一人為此目的而一般地或明確地指明的地址；或
(B) (凡該另一人是公司)為此目的而一般地或明確地指明的地址，或根據本條例的條
文被視為已為此目的而如此指明的地址；
(ii) 由專人送交或提供予該另一人；或
(iii) 由專人或以郵遞方式送交或提供至第825條指明的地址；及
(c) 按有關公司的合理意見，該文件或資料在送交或提供時的形式，以及送交或提供的方式，
讓接收者能夠—
(i) 以肉眼或在輔以適合的矯正視力鏡片的情況下，閱讀該文件或資料或(在該文件或資料
是由影像組成的範圍內)觀看該文件或資料；及
(ii) 保存該文件或資料的文本。
(4) 就第(3)(a)款而言，除非有關的另一人已向有關公司發出不少於第822條指明的期間的撤銷通
知，否則該人沒有撤銷有關同意。
(5) 就批准有關文件或資料可予認證的適用條文而言，或就規定有關文件或資料須予認證的適用條
文而言，如—
(a) 有關公司的身分，按有關的另一人指明的方式確認；或
(b) (凡該另一人沒有指明確認方式)有關通訊載有或隨附關於有關公司的身分的陳述，而該另
一人沒有理由懷疑該陳述的真確性，
則該文件或資料即屬已獲充分認證。
(6) 如有關文件或資料是由某人代公司送交或提供予另一公司的，則該另一公司的章程細則中該另
一公司可據以要求提供關於該人可代首述的公司行事的權限的合理證據的條文，不受第(5)款影
響。
(7) 如有關文件或資料是為適用條文的目的向有關的另一人送交或提供的，而—
(a) 該文件或資料是以電子方式送交或提供的，則除非相反證明成立，該文件或資料須視作在
第 622 章 - 《公司條例》 327
它送交或提供之後，於第823條指明的期間終結時，由該另一人收到；
(b) 該文件或資料是以郵遞方式送交或提供的，則除非相反證明成立，該文件或資料須視作在
第824條指明的時間，由該另一人收到；或
(c) 該文件或資料是由專人送交或提供的，則該文件或資料須視作在該文件或資料送抵之時，
由該另一人收到。
條： 832 印本形式的通訊 L.N. 163 of 2013 03/03/2014
(1) 如公司以印本形式，向另一人送交或提供任何文件或資料，則本條適用。
(2) 如有關文件或資料是以下述方式送交或提供，則該文件或資料即屬為適用條文的目的向有關的
另一人送交或提供—
(a) 由專人送交或提供予該另一人；或
(b) 由專人或以郵遞方式送交或提供至第825條指明的地址。
(3) 就批准有關文件或資料可予認證的適用條文而言，或就規定有關文件或資料須予認證的適用條
文而言，如該文件或資料是由有關公司的董事或公司秘書簽署，或是由為此目的而授權的有關
公司的高級人員簽署，則該文件或資料即屬已獲充分認證。
(4) 如有關文件或資料是由某人代公司送交或提供予另一公司的，則該另一公司的章程細則中該另
一公司可據以要求提供關於該人可代首述的公司行事的權限的合理證據的條文，不受第(3)款影
響。
(5) 如有關文件或資料是為適用條文的目的向有關的另一人送交或提供的，而—
(a) 該文件或資料是以郵遞方式送交或提供的，則除非相反證明成立，該文件或資料須視作在
第824條指明的時間，由該另一人收到；或
(b) 該文件或資料是由專人送交或提供的，則該文件或資料須視作在該文件或資料送抵之時，
由該另一人收到。
條： 833 通過網站作出的通訊 L.N. 163 of 2013 03/03/2014
(1) 除第(2)款另有規定外，如公司以在網站上提供文件或資料的方式，向另一人送交或提供文件或
資料，則本條適用。
(2) 如有關文件或資料是由公司的成員向公司送交或提供，則本條不適用。
(3) 如有以下情況，有關文件或資料即屬為適用條文的目的向有關的另一人送交或提供—
(a) 該另一人—
(i) 已一般地或明確地同意有關公司可藉在網站上提供該文件或資料的方式，向該人送交
或提供該文件或資料，或根據第(4)或(5)款，須視為已給予上述同意；且
(ii) 沒有撤銷該項同意；
(b) 按該公司的合理意見，該文件或資料在送交或提供時的形式，以及送交或提供的方式，讓
接收者能夠—
(i) 以肉眼或在輔以適合的矯正視力鏡片的情況下，閱讀該文件或資料或(在該文件或資料
是由影像組成的範圍內)觀看該文件或資料；及
(ii) 保存該文件或資料的文本；
(c) 除第(10)款另有規定外，該公司已將第(8)款指明的事宜通知該另一人；及
(d) 該公司已於整段以下期間內在網站上提供該文件或資料—
(i) 該適用條文指明的期間；或
(ii) (凡該適用條文沒有指明任何期間)自(c)段所指的通知向該另一人送交的日期起計
的28日的期間。
第 622 章 - 《公司條例》 328
(4) 就第(3)(a)(i)款而言，如有以下情況，則除第(11)款另有規定外，本身是有關公司的成員的
人，須視作已同意該公司可藉在網站上提供有關文件或資料的方式，向該人送交或提供該文件
或資料—
(a) 該公司的成員已議決，該公司可如此向其成員送交或提供一般文件或資料，或該公司的章
程細則內，載有具如此效力的條文；
(b) 除第(10)款另有規定外，該公司已個別地要求該人同意，該公司可如此向該人送交或提供
一般文件或資料，或送交或提供該文件或資料，且自送交該要求的日期起計的28日內，該
公司沒有收到對該要求的回應；及
(c) 除第(10)款另有規定外—
(i) 該要求清楚述明沒有在該28日內作出回應的效果；及
(ii) 該要求的送交日期，是在對上一次為(b)段的目的就相同或相近的類別的文件或資
料而向該人作出要求後的12個月之後。
(5) 就第(3)(a)(i)款而言，如有以下情況，則除第(11)款另有規定外，本身是有關公司的債權證持
有人的人，須視作已同意該公司可藉在網站上提供有關文件或資料的方式，向該人送交或提供
該文件或資料—
(a) 設立該債權證的文書內載有條文，表明該公司可如此向相應債權證持有人送交或提供一般
文件或資料，或相應債權證持有人已按照該文書的條文議決，該公司可如此向該等相應債
權證持有人送交或提供一般文件或資料；
(b) 除第(10)款另有規定外，該公司已個別地要求該人同意，該公司可如此向該人送交或提供
一般文件或資料，或送交或提供該文件或資料，且自送交該要求的日期起計的28日內，該
公司沒有收到對該要求的回應；及
(c) 除第(10)款另有規定外—
(i) 該要求清楚述明沒有在該28日內作出回應的效果；及
(ii) 該要求的送交日期，是在對上一次為(b)段的目的就相同或相近的類別的文件或資
料而向該人作出要求後的12個月之後。
(6) 就第(3)(a)(ii)款而言，除非有關的另一人已向有關公司發出不少於第822條指明的期間的撤銷
通知，否則該人沒有撤銷有關同意。
(7) 就第(3)(c)款而言，如有關適用條文指明須送交有關通知的時限或限期，則須在該時限前或該
限期內送交該通知。
(8) 為施行第(3)(c)款而指明的事宜為—
(a) 有關文件或資料出現於網站上；
(b) (如在通知日期，該文件或資料沒有在網站上提供)該文件或資料將會如此提供的日期；
(c) 網站的網址；
(d) 可於網站上何處取覽該文件或資料；及
(e) 如何取覽該文件或資料。
(9) 為施行第(3)(d)款，如有以下情況，即使沒有在整段該款所述的期間內在網站上提供有關文件
或資料，亦無須理會—
(a) 於該期間內的部分時間，該文件或資料在網站上提供；及
(b) 沒有在該期間內如此提供該文件或資料，是完全歸因於某些情況，而按理是不能預期公司
防止或避免這些情況出現的。
(10)如有以下情況，第(3)(c)、(4)(b)及(c)及(5)(b)及(c)款不適用—
(a) 有關的另一人—
(i) 不是公司，而—
(A) 有關的人沒有為第831(3)(a)(i)條的目的而同意有關文件或資料以電子形式送交
第 622 章 - 《公司條例》 329
或提供予該人；或
(B) 有關的人沒有為第831(3)(b)(i)(A)條的目的而指明有關文件或資料可送交或提供
予該人的地址；或
(ii) 是公司，而該人沒有如此同意或指明地址，亦不根據本條例的條文的被視為已如
此同意或指明地址；及
(b) 公司已將採用印本形式的該文件或資料，以郵遞方式送交或提供至該另一人，而郵寄地址
是為第832(2)(b)條的目的而指明的地址，但郵政局以無法派遞至該地址為理由，退回該印
本。
(11)就第(4)及(5)款而言，如有以下情況，則某人不得視作已同意有關公司可藉在網站上提供有關
文件或資料的方式，向該人送交或提供該文件或資料—
(a) (就第(4)款而言，除非第(4)(b)款憑藉第(10)款而不適用)該人經證明沒有收到第(4)(b)款
所指的要求；或
(b) (就第(5)款而言，除非第(5)(b)款憑藉第(10)款而不適用)該人經證明沒有收到第(5)(b)款
所指的要求。
(12)如有關文件或資料是為適用條文的目的向有關的另一人送交或提供的，則—
(a) 該文件或資料須視作於以下日期(以較遲者為準)送交或提供—
(i) 該文件或資料首次在網站上提供的日期；
(ii) 第(3)(c)款所指的通知送交的日期；及
(b) 該文件或資料須視作由該另一人在以下時間(以較遲者為準)之後，於第823條指明的期間終
結時收到—
(i) 該文件或資料首次在網站上提供之時；
(ii) 該另一人收到第(3)(c)款所指的通知之時。
(13)在本條中—
相應債權證持有人 (equivalent debenture holders) 就獲公司送交或提供文件或資料的人而言， 指該公司的債權證持有人中，為所有目的之排序均與該人相同的人。
條： 834 其他形式的通訊 L.N. 163 of 2013 03/03/2014
(1) 如公司以既非電子或印本的形式亦非以在網站上提供文件或資料的方式，向另一人送交或提供
文件或資料，則本條適用。
(2) 如有關文件或資料是以有關的另一人同意的形式或方式送交或提供，則該文件或資料即屬為適
用條文的目的向該另一人送交或提供。
條： 835 股份或債權證的聯名持有人 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 本條例的條文批准或規定公司向其股份或債權證的持有人送交或提供某文件或資料；及
(b) 某文件或資料按規定須送交予股份或債權證的聯名持有人。
(2) 除公司的章程細則另有規定外，如有關文件或資料是向以下人士送交或提供，則該文件或資料
即屬為有關條文的目的向聯名持有人送交或提供—
(a) 每名聯名持有人；或
(b) 在該公司的成員登記冊或債權證持有人登記冊內排名最前的持有人。
(3) 除公司的章程細則另有規定外，由持有人為本分部的目的而同意或指明的事宜，須由所有聯名
持有人同意或指明。
第 622 章 - 《公司條例》 330
條： 836 股份持有人去世或破產 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 本條例的條文批准或規定公司向其股份的持有人送交或提供某文件或資料；及
(b) 任何持有上述股份的人已去世或破產。
(2) 除公司的章程細則另有規定外，如有關文件或資料是以下述方式送交或提供，則該文件或資料
即屬為有關條文的目的向有關持有人送交或提供—
(a) 按聲稱因上述去世或破產事件而享有有關股份的人為此目的提供的香港地址，並用該人的
姓名或名稱，或用死者的代理人或破產人的受託人的稱號或任何類似的稱謂作為收件人，
將該文件或資料送交或提供予該人；或
(b) 在該人如此提供上述地址前，以上述去世或破產事件未發生前本可用以送交或提供該文件
或資料的方式送交或提供。
條： 837 成員或債權證持有人可要求印本 L.N. 163 of 2013 03/03/2014
(1) 公司的任何成員或債權證持有人如從該公司收到不屬印本形式的文件或資料，可在收到該文件
或資料的日期後的28日內，要求該公司以印本形式，向他送交或提供該文件或資料。
(2) 公司須在以下時間，以印本形式，免費向有關成員或持有人送交或提供有關文件或資料—
(a) 收到有關要求的日期後的21日內；或
(b) (如該文件或資料要求該成員或持有人在某日期當日或之前採取某行動)收到該要求的日期
後的7日內。
(3) 如公司違反第(2)款，該公司及其每名責任人均屬犯罪，可各處第3級罰款。
部： 19 調查及查訊 L.N. 163 of 2013 03/03/2014
(*格式變更─2013年第1號編輯修訂紀錄)
__________________________________________________________________________ 註：
* 第19部的格式已按現行法例樣式更新。
部：
分部：
19
1
導言 L.N. 163 of 2013 03/03/2014
條： 838 釋義 L.N. 163 of 2013 03/03/2014
(1) 在本部中—
文件 (document) 指— (a) 任何註冊紀錄冊、登記冊、簿冊或紀錄帶；
(b) 向資訊系統的任何輸入或自資訊系統的任何輸出(不論屬何形式)；及
(c) 任何其他文件或類似的材料(不論是以機械、電子、磁力、光學、人手或其他方式製作
的)；
代理人 (agent) 就公司而言，包括— (a) 其銀行或律師；及
(b) 受該公司聘用為核數師的人，不論該人是否該公司的高級人員；
紀錄 (record) 指不論以何種方式編纂或貯存的任何資料紀錄，並包括—
第 622 章 - 《公司條例》 331
(a) 任何簿冊、契據、合約、協議、憑單及收據；
(b) 與資訊系統並用或以資訊系統製作的任何文件或其他材料；
(c) 並非以可閱讀形式記錄但能夠以該形式重現的任何資料；
(d) 載有聲音或其他非視覺影像的數據以使該等聲音或數據能夠重播或重現(不論是否藉其他設
備的輔助)的任何文件、紀錄碟、紀錄帶、聲軌或其他器件；及
(e) 載有視覺影像以使該等影像能夠重現(不論是否藉其他設備的輔助) 的任何影片(包括微縮
影片)、紀錄碟、錄影帶或其他器件；
高級人員 (officer) 就法人團體而言，指其董事、經理或公司秘書，或任何其他參與其管理的人； 資料 (information) 包括—
(a) 數據、文字、影像、聲音編碼、電腦程式、軟件及數據庫；及
(b) (a)段所述各項的任何組合；
認可機構 (authorized institution) 具有《銀行業條例》(第155章)第2(1)條給予該詞的涵義； 審查員 (inspector) 指—
(a) 根據第840或841條獲委任調查某公司的事務的人；或
(b) 根據第853條獲委任繼續調查的人；
獲轉授人 (delegate) —
(a) 就審查員而言，指已根據第850(1)條獲轉授該審查員的任何權力的人；
(b) 就財政司司長而言，指已根據第870條獲轉授財政司司長的任何權力的人；
(c) 就處長而言，指已根據第874條獲轉授處長的任何權力的公職人員；
簿冊 (books) 包括不論以何種方式編纂或貯存及不論是否以可閱讀的形式記錄的帳目及會計資料。 (2) 就本部而言，如—
(a) 某法人團體及某公司屬同一公司集團的成員；或
(b) 該法人團體及該公司實質上是由同一人控制，
該法人團體即屬該公司的有聯繫法人團體。
部：
分部：
19
2
由審查員調查公司的事務 L.N. 163 of 2013 03/03/2014
部：
分部：
次分部：
19
2
1
導言 L.N. 163 of 2013 03/03/2014
條： 839 釋義 L.N. 163 of 2013 03/03/2014
在本分部中—
中期報告 (interim report) 指第855條所述的中期報告； 公司 (company) —
(a) 在第840條中，包括註冊非香港公司；
(b) 在第841條中，包括非香港公司；
最終報告 (final report) 指第856條所述的最終報告； 調查 (investigation) 指第840或841條所指的對某公司的事務進行的調查。
(編輯修訂—2013年第1號編輯修訂紀錄)
第 622 章 - 《公司條例》 332
部：
分部：
次分部：
19
2
2
財政司司長委任審查員調查公司的事務 L.N. 163 of 2013 03/03/2014
條： 840 應公司或成員的申請而委任審查員 L.N. 163 of 2013 03/03/2014
(1) 如某公司已藉特別決議宣布應調查其事務，財政司司長可應該公司的申請，委任一人進行該調
查。
(2) 如有關公司屬—
(a) 有股本的公司，並有—
(i) 最少100名成員提出申請；或
(ii) 持有為數最少10%已發行股份的成員提出申請；或
(b) 無股本的公司，並有為數最少10%名列其成員登記冊的人提出申請，
財政司司長亦可應申請委任一人調查該公司的事務。
(3) 為第(1)或(2)款的目的而提出的申請，須以財政司司長所要求的證據作支持，以證明申請人有
充分理由要求進行有關調查。
(4) 財政司司長除非信納委任第(1)或(2)款所指的人調查某公司的事務是符合公眾利益的，否則不
得作出該項委任。
(5) 財政司司長可在根據第(1)或(2)款作出委任前，要求申請人就第(1)或(2)款所指的委任，為繳
付調查開支提供一項保證，款額為財政司司長所指明者。
條： 841 原訟法庭或財政司司長主動委任審查員 L.N. 163 of 2013 03/03/2014
(1) 原訟法庭如藉命令宣布應調查某公司的事務，財政司司長須委任一人進行該調查。
(2) 財政司司長如覺得—
(a) 有情況顯示，某公司是為欺詐或非法目的而組成；
(b) 有情況顯示—
(i) 該公司的事務正以或曾以不公平地損害普遍成員或某名或某些成員的利益的方式處
理；
(ii) 有人正在或曾經出於欺詐該公司的債權人或任何其他人的債權人的意圖，而處理
該公司的事務；或
(iii) 有人正為或曾為任何其他欺詐或非法目的而處理該公司的事務；或
(c) 有情況顯示關涉該公司的組成或其事務的管理的人，在該公司的組成或管理方面，對該公
司、其成員或其債權人作出欺詐行為、失當行為或其他不當行為，
可委任一人調查該公司的事務。
(3) 財政司司長除非信納委任第(2)款所指的人調查某公司的事務是符合公眾利益的，否則不得作出
該項委任。
(4) 儘管某公司正進行自發清盤，財政司司長仍可根據第(2)款委任一人調查該公司的事務。
條： 842 審查員委任通知須交付處長 L.N. 163 of 2013 03/03/2014
(1) 根據第840或841條獲委任為審查員的人，須將委任通知交付處長登記。
(2) 通知須在有關委任作出的日期後15日內交付處長，並須符合指明格式。
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條： 843 財政司司長在調查方面作出指示的一般權力 L.N. 163 of 2013 03/03/2014
(1) 財政司司長可在調查方面向審查員作出指示。
(2) 財政司司長可—
(a) 主動地根據本條作出指示；或
(b) 應審查員的要求根據本條作出指示。
(3) 財政司司長可更改或撤銷根據本條作出的指示。
條： 844 財政司司長可就調查標的等方面作出指示 L.N. 163 of 2013 03/03/2014
(1) 在不局限第843條的原則下，財政司司長可就以下任何或所有事宜，向審查員作出指示—
(a) 有關調查的範圍或標的(不論是否藉參照某公司在指明範圍的運作、某指明交易、某指明期
間內或其他方面而訂定)；
(b) 審查員在進行調查時須考慮或不得考慮的事宜；
(c) 審查員在進行調查時須採取或不得採取的步驟。
(2) 在不局限第843條的原則下，財政司司長亦可向審查員作出指示，要求有關調查的中期報告或最
終報告—
(a) 須載有該審查員對某指明事宜的意見；
(b) 不得提述某指明事宜；
(c) 須符合某指明格式或以某指明方式提交；或
(d) 須在某指明日期前完成。
(3) 在本條中—
指明 (specified) 指根據本條作出的指示所指明。
條： 845 財政司司長可指示終止或暫停調查 L.N. 163 of 2013 03/03/2014
(1) 在不局限第843條的原則下，財政司司長可在某調查完成前的任何時間，指示審查員—
(a) 終止該調查；或
(b) 在財政司司長所指明的期間內，暫停該調查。
(2) 如審查員根據第841(1)條獲委任，則除非有以下情況，否則財政司司長不得作出第(1)(a)款所
指的指示—
(a) 財政司司長覺得—
(i) 在有關調查的過程中調查所得的事宜顯示，有人已犯香港法律所訂的刑事罪行；及
(ii) 該等事宜已轉介執法機關；或
(b) 原訟法庭批准作出該等指示。
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條： 846 審查員可要求交出紀錄及文件等 L.N. 163 of 2013 03/03/2014
(1) 獲委任調查某公司的事務的審查員，可藉書面通知，要求第(2)款所指明的任何人，作出以下任
何或所有事情—
(a) 在該通知所指明的時間內，在該通知所指明的地點，交出該通知所指明並符合以下說明的
任何紀錄或文件—
(i) 攸關該調查，或可能攸關該調查；及
(ii) 是由該人保管或控制的；
(b) 在向該審查員交出該紀錄或文件前，採取所有合理步驟將之保存；
(c) 在該通知所指明的時間及地點，面見該審查員，並在經宣誓或不經宣誓的情況下，回答該
審查員向該人提出的關乎受調查的任何事宜的任何問題；
(d) 回答在該通知所指明並關乎受調查的任何事宜的任何問題；
(e) 向審查員提供該人按理有能力提供的與該調查有關連的一切其他協助。
(2) 上述的人為—
(a) 有關公司；
(b) 該公司的高級人員或前高級人員；
(c) 該公司的代理人或前代理人；
(d) 被該審查員基於合理理由相信符合以下說明的人—
(i) 管有包含或相當可能包含攸關有關調查的資料的任何紀錄或文件；或
(ii) 以其他方式管有該資料。
(3) 審查員不得根據第(1)款要求認可機構交出關乎其客戶的事務的任何紀錄或文件，或披露關乎該
事務的任何資料，但如該審查員—
(a) 有合理理由相信，該客戶可能能夠提供攸關該調查的資料；及
(b) 信納為該調查的目的，交出該紀錄或文件或披露該資料屬必需，並以書面證明此事，
則不在此限。
(4) 在第(1)(b)款中，提述保存某紀錄或文件，包括阻止某人—
(a) 移離、處置或銷毀該紀錄或文件；
(b) 刪除、增添或以任何其他方式更改載於該紀錄或文件的記項或其他詳情；或
(c) 以任何其他方式干擾該紀錄或文件，或致使或准許其他人干擾該紀錄或文件。
(5) 為施行第(1)(c)款，審查員可為任何人監誓。
條： 847 審查員可要求交出董事帳目 L.N. 163 of 2013 03/03/2014
(1) 如獲委任調查某公司的事務的審查員有合理理由相信，該公司的董事或前董事正維持或曾維持
第(2)款所指明的帳戶，則該審查員可藉書面通知，要求該董事或前董事向該審查員交出關乎由
該董事或前董事管有或控制的帳戶的所有文件。
(2) 上述帳戶是有關董事或前董事在銀行、接受存款公司或類似的財務機構(不論是否在香港或其他
地方)所維持的任何類別的帳戶(不論是否單獨或與他人聯名維持)，而有以下項目曾存入該帳戶
或從該帳戶支出—
(a) 任何就該董事席位而獲得的、符合以下說明的薪酬、退休利益或補償：其詳情在違反第383
條的情況下，並未載列於關乎該公司的任何財政年度的財務報表的附註內；
(b) 惠及該董事或前董事的任何貸款或類似貸款，或因惠及該董事或前董事的交易而獲得的任
何款項，或用於該等交易的融資的任何款項，而該貸款、類似貸款或款項的詳情是在違反
第383條的情況下，並未載列於關乎該公司的任何財政年度的財務報表的附註內的；或
(c) 以任何方式與該董事或前董事對該公司或其成員的不當行為(不論是否屬欺詐性質)有關連
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的任何款項。
條： 848 第846及847條的補充條文：要求解釋等的權力 L.N. 163 of 2013 03/03/2014
(1) 如任何人遵從根據第846或847條施加的要求而交出某紀錄或文件，審查員可—
(a) 複製或複印該紀錄或文件，或以其他方式記錄其細節；及
(b) 藉書面通知，要求該人就該紀錄或文件提供任何資料或解釋。
(2) 任何人如遵從根據第(1)款或第846條施加的要求而給予任何回答或提供任何資料或解釋，審查
員可藉書面通知，進一步要求該人在該進一步要求所指明的時間內，藉法定聲明核實該項回
答、資料或解釋。
(3) 任何人如沒有遵從根據第(1)款或第846條施加的要求而給予任何回答或提供任何資料或解釋，
而其理由是該項回答、資料或解釋並非該人所知悉的或並非由該人所管有的，審查員可藉書面
通知，進一步要求該人在該進一步要求所指明的時間內，藉法定聲明核實該項理由及事實。
(4) 第(2)或(3)款所述的法定聲明，可由審查員監理。
條： 849 審查員可就有聯繫法人團體行使權力 L.N. 163 of 2013 03/03/2014
獲委任調查某公司的事務的審查員如認為對該調查屬必需的，亦可就該公司的有聯繫法人團體行使
第846、847及848條所指的任何或所有權力，猶如在該等條文中提述公司即提述有聯繫法人團體一
樣。
條： 850 審查員轉授權力 L.N. 163 of 2013 03/03/2014
(1) 獲委任調查某公司的事務的審查員，可藉書面方式，將第846、847及848條所賦予的任何或所有
的權力轉授另一人。
(2) 審查員可就有關公司或其有聯繫法人團體轉授第(1)款所指的權力。
(3) 凡有2名或多於2名審查員獲委任調查某公司的事務，他們之中的每一人均可行使第(1)款所指的
權力。
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條： 851 審查員的辭職 L.N. 163 of 2013 03/03/2014
審查員可藉給予財政司司長的書面通知而辭職。
條： 852 財政司司長撤銷審查員的委任 L.N. 163 of 2013 03/03/2014
財政司司長可藉給予審查員的書面通知，撤銷該審查員的委任。
條： 853 替代審查員的委任 L.N. 163 of 2013 03/03/2014
(1) 如某審查員去世或辭職，或某審查員的委任被撤銷，則財政司司長可委任另一人繼續有關調
查。
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(2) 就本分部(本條除外)而言，根據第(1)款獲委任繼續調查的人—
(a) 在前審查員是根據本分部某條文委任的情況下，須視為是根據該條文委任；及
(b) 受根據本分部向前審查員作出且未被撤銷的指示的規限。
條： 854 前審查員須移交文件等 L.N. 163 of 2013 03/03/2014
(1) 本條—
(a) 在財政司司長已根據第845(1)(a)條向審查員作出終止調查的指示的情況下，適用於該審查
員；或
(b) 適用於—
(i) 已辭任審查員的人；或
(ii) 屬遭撤銷委任的前審查員的人。
(2) 上述審查員或人士須向下述的人交出該審查員或該人已在有關調查的過程中取得或製成的任何
文件—
(a) 財政司司長；或
(b) 如財政司司長有此指示—
(i) 根據第853(1)條獲委任繼續該調查的人；或
(ii) 第881(2)(a)或(b)條所提述的人。
(3) 如財政司司長有此指示，上述審查員或上述人士亦須將其因為有關調查而獲悉的任何事宜，告
知下述的人—
(a) 財政司司長；
(b) 根據第853(1)條獲委任繼續該調查的人；或
(c) 第881(2)(a)或(b)條所提述的人。
(4) 第(2)款所述的文件，須以財政司司長所指示的形式交出。
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條： 855 審查員提交中期報告等 L.N. 163 of 2013 03/03/2014
(1) 如—
(a) 財政司司長有此指示，審查員須就有關調查擬備中期報告；及
(b) 審查員認為擬備中期報告是適當的，可隨時就該調查擬備中期報告。
(2) 如有根據第845(1)(a)條作出的指示，指示審查員終止某調查，則財政司司長先前作出的第
(1)(a)款提述的指示，不再有效。
(3) 中期報告須在財政司司長所指示的時間內，交付財政司司長，如財政司司長沒有指示，中期報
告須在擬備後的一段合理時間內，交付財政司司長。
(4) 審查員須在將中期報告交付財政司司長後的一段合理時間內，將關於該事實的通知交付處長登
記，該通知須符合指明格式。
(5) 不論是否已經擬備或將會擬備中期報告—
(a) 審查員可在進行調查的過程中，隨時將該審查員因該調查而獲悉的任何事宜，告知財政司
司長；及
(b) 如財政司司長有此指示，審查員須將該審查員因該調查而獲悉的任何事宜，告知財政司司
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長。
條： 856 審查員提交最終報告等 L.N. 163 of 2013 03/03/2014
(1) 審查員須在調查完成時，就該調查擬備最終報告。
(2) 凡接獲第845(1)(a)條所指的指示而終止調查的審查員是—
(a) 根據第840(1)或(2)或841(2)條委任的，該審查員如接獲財政司司長的指示，仍須就該調查
擬備最終報告；或
(b) 根據第841(1)條委任的，該審查員如接獲原訟法庭的指示，仍須就該調查擬備最終報告。
(3) 最終報告須在財政司司長所指示的時間內，交付財政司司長，如財政司司長沒有指示，最終報
告須在擬備後的一段合理時間內，交付財政司司長。
(4) 審查員須在將最終報告交付財政司司長後的一段合理時間內，將關於該事的通知交付處長登
記，該通知須符合指明格式。
條： 857 中期報告或最終報告可涵蓋有聯繫法人團體的事務 L.N. 163 of 2013 03/03/2014
如獲委任調查某公司的事務的審查員或其獲轉授人已根據第846、847或848條，就該公司的有聯繫法
人團體行使任何權力，則只要該審查員認為該法人團體的事務攸關有關調查，該審查員亦須在中期
報告或最終報告內，就該法人團體的事務提交報告。
條： 858 審查員須將報告送交受影響的人等 L.N. 163 of 2013 03/03/2014
(1) 如獲委任調查公司的事務的審查員認為，一旦發表該調查的中期報告或最終報告或有關報告的
任何部分，或就該報告或部分作出其他披露，任何在該報告內被點名的人便會因該項發表或披
露而蒙受不利影響，則該審查員須在將該報告交付財政司司長前—
(a) 向該人送交該報告的草稿或報告草稿的該部分；及
(b) 給予該人合理的陳詞機會。
(2) 在某審查員向第(1)款所指的人送交中期報告草稿或最終報告草稿或草稿的有關部分前，該審查
員可—
(a) 安排將任何該報告草稿內或該報告草稿的該部分內的任何段落掩蓋或塗去；及
(b) 要求該人將該報告草稿或該報告草稿的該部分保密。
條： 859 財政司司長須將審查員的報告送交原訟法庭存檔 L.N. 163 of 2013 03/03/2014
(1) 在接獲根據第841(1)條委任的審查員的中期報告或最終報告後，財政司司長須在切實可行的範
圍內，盡快將該報告的文本送交原訟法庭存檔。
(2) 財政司司長可在根據第(1)款將有關文本送交原訟法庭存檔前，指明取覽該報告在甚麼期間內受
到限制，或指明取覽該報告受何種形式的限制。
條： 860 財政司司長可將審查員的報告的文本送交有關調查的申請
人等
L.N. 163 of 2013 03/03/2014
(1) 在接獲獲委任調查某公司的事務的審查員的中期報告或最終報告後，財政司司長可—
(a) 將該報告的文本，送交該公司的註冊辦事處；或
(b) 在有人提出請求的情況下，及在收取訂明費用後，將該報告的文本送交—
第 622 章 - 《公司條例》 338
(i) 該公司的成員或(如根據第857條，該公司的有聯繫法人團體的事務成為該報告的內容)
該法人團體的成員；
(ii) 該公司或法人團體的核數師；
(iii) 作出該報告所述的行為的人；
(iv) 有關調查的申請人；或
(v) (在財政司司長覺得任何其他人的財政利害關係受該報告所處理的事宜所影響(不論該
人是作為該公司或法人團體的債權人或可能的投資者或以其他身分而受影響)的情況
下)該其他人。
(2) 在將中期報告或最終報告的文本送交第(1)款所指的任何人前，財政司司長可—
(a) 安排將任何在該報告內的段落掩蓋或塗去；及
(b) 要求該人將該報告的文本保密。
條： 861 發表審查員的報告 L.N. 163 of 2013 03/03/2014
(1) 凡任何中期報告或最終報告根據本分部交付財政司司長，財政司司長可將該報告的全部或部分
發表。
(2) 在根據第(1)款發表任何中期報告或最終報告或有關報告的任何部分後，財政司司長須在切實可
行的範圍內，盡快將該報告的文本或該部分的文本交付處長登記。
(3) 在本條中—
發表 (publish) 包括分發、提供及傳播。
條： 862 審查員的報告屬證據 L.N. 163 of 2013 03/03/2014
於在法院進行的任何民事法律程序(包括取消董事資格的法律程序)中—
(a) 如任何文件看來是由審查員擬備的中期報告或最終報告的文本，或看來是該報告的一部分
的文本，並看來是經該審查員或財政司司長核證為該報告或該部分的真實文本，該文件一
經交出，即可接納為證據，而無需再加證明；及
(b) 該文件一經根據(a)段接納為證據，即屬有關報告或其部分所述的事實的證據。
部：
分部：
次分部：
19
2
7
雜項條文 L.N. 163 of 2013 03/03/2014
條： 863 沒有遵從第4次分部等所指的要求等的罪行 L.N. 163 of 2013 03/03/2014
(1) 任何人無合理辯解而沒有遵從根據第4次分部對該人施加的要求，即屬犯罪。
(2) 任何人出於詐騙意圖而沒有遵從根據第4次分部對該人施加的要求，即屬犯罪。
(3) 任何公司的高級人員或僱員，或任何法人團體的高級人員或僱員，出於詐騙意圖而致使或容許
該公司或法人團體沒有遵從根據第4次分部對該公司或法人團體施加的要求，即屬犯罪。
(4) 任何人—
(a) 作出以下作為，充作遵從根據第4次分部對該人施加的要求—
(i) 交出任何在要項上屬虛假或具誤導性的紀錄或文件；
(ii) 提供任何在要項上屬虛假或具誤導性的資料或解釋；或
(iii) 說出任何在要項上屬虛假或具誤導性的言詞，或作出任何在要項上屬虛假或具誤
第 622 章 - 《公司條例》 339
導性的陳述；並
(b) 知道該紀錄、文件、資料、解釋、言詞或陳述在要項上屬虛假或具誤導性，或罔顧該紀
錄、文件、資料、解釋、言詞或陳述是否在要項上屬虛假或具誤導性，
即屬犯罪。
(5) 任何人出於詐騙意圖—
(a) 交出任何在要項上屬虛假或具誤導性的紀錄或文件；
(b) 提供任何在要項上屬虛假或具誤導性的資料或解釋；或
(c) 說出任何在要項上屬虛假或具誤導性的言詞，或作出任何在要項上屬虛假或具誤導性的陳
述，
充作遵從根據第4次分部對該人施加的要求，即屬犯罪。
(6) 任何公司的高級人員或僱員，或任何法人團體的高級人員或僱員，出於詐騙意圖而致使或容許
該公司或法人團體—
(a) 交出任何在要項上屬虛假或具誤導性的紀錄或文件；
(b) 提供任何在要項上屬虛假或具誤導性的資料或解釋；或
(c) 說出任何在要項上屬虛假或具誤導性的言詞，或作出任何在要項上屬虛假或具誤導性的陳
述，
充作遵從根據第4次分部對該公司或法人團體施加的要求，即屬犯罪。
(7) 任何人不得僅以遵從根據第4次分部對該人施加的要求可能會導致該人入罪為理由，而獲免遵從
該項要求。
(8) 儘管本條例有任何規定，在以下情況下，不得根據第(1)、(2)、(3)、(4)、(5)或(6)款就任何
行為而針對任何人提起刑事法律程序—
(a) 過往已為第864(2)(b)條的目的，就同一行為而針對該人提起法律程序；及
(b) 該等法律程序仍然待決，或由於過往提起該等法律程序，因此不得為第864(2)(b)條的目的
就同一行為而再次合法地針對該人提起法律程序。
(9) 任何人犯第(1)款所訂罪行—
(a) 一經循公訴程序定罪，可處罰款$200000及監禁一年；或
(b) 一經循簡易程序定罪，可處第5級罰款及監禁6個月。
(10)任何人犯第(2)、(3)、(5)或(6)款所訂罪行—
(a) 一經循公訴程序定罪，可處罰款$1000000及監禁7年；或
(b) 一經循簡易程序定罪，可處第6級罰款及監禁6個月。
(11)任何人犯第(4)款所訂罪行—
(a) 一經循公訴程序定罪，可處罰款$1000000及監禁2年；或
(b) 一經循簡易程序定罪，可處第6級罰款及監禁6個月。
條： 864 審查員可向原訟法庭申請就沒有遵從第4次分部的要求一 事進行研訊
L.N. 163 of 2013 03/03/2014
(1) 如任何人沒有遵從根據第4次分部對該人施加的要求，審查員可藉原訴傳票，向原訟法庭申請對
沒有遵從該項要求一事進行研訊。
(2) 原訟法庭如信納有關的人無合理辯解而沒有遵從有關要求，可作出以下任何其中一項或全部兩
項的命令—
(a) 命令該人在原訟法庭指明的限期內，遵從該項要求；
(b) 懲罰該人及明知而牽涉入該沒有遵從要求一事的任何其他人，懲罰的方式猶如該人及(如適
用的話)該其他人犯藐視法庭罪一樣。
(3) 儘管本條例有任何規定，在以下情況下，不得為第(2)(b)款的目的就任何行為而針對任何人提
第 622 章 - 《公司條例》 340
起法律程序—
(a) 過往已根據第863(1)、(2)、(3)、(4)、(5)或(6)條就同一行為而針對該人提起刑事法律程
序；及
(b) 該等刑事法律程序仍然待決，或由於過往提起該等刑事法律程序，因此不得根據第
863(1)、(2)、(3)、(4)、(5)或(6)條就同一行為而再次合法地針對該人提起刑事法律程
序。
條： 865 導致入罪的證據在法律程序中的使用 L.N. 163 of 2013 03/03/2014
(1) 某審查員或其獲轉授人如要求某人(要求對象)根據第4次分部就任何問題給予回答，或要求某人 (要求對象)就任何被交出的紀錄或文件提供資料或解釋，須確保要求對象已事先獲告知或提示 第(2)款對該審查員或其獲轉授人的該項要求，以及由要求對象給予的該項回答，或提供的該資
料或解釋可獲接受為證據的限制。
(2) 儘管本條例有任何規定，在第(3)款指明的條件獲符合的情況下，審查員或其獲轉授人的有關要
求，以及由要求對象給予的回答，或提供的資料或解釋，不得在刑事法律程序中接納為針對要
求對象的證據，但如要求對象就該項回答、資料或解釋而被控犯以下其中一項罪行—
(a) 第863(4)、(5)或(6)條所訂罪行；
(b) 《刑事罪行條例》(第200章)第V部所訂罪行；或
(c) 作假證供罪，
則就該項罪行而進行的法律程序屬例外。
(3) 上述條件是—
(a) 有關回答、資料或解釋可能會導致要求對象入罪；及
(b) 要求對象在給予該項回答、提供該資料或解釋前如此聲稱。
條： 866 調查的開支 L.N. 163 of 2013 03/03/2014
(1) 一項調查所需的開支，須由政府一般收入中先行撥款支付，但第(2)款所述的人須在該款所述的
範圍內，負上向政府償還該等開支的法律責任。
(2) 上述的人及其所負上的法律責任的範圍如下—
(a) 某人因調查的結果，就一項罪行所提起的檢控中被法院定罪，該人須在法院命令的範圍
內，負上向政府償還該調查的開支的法律責任；
(b) 審查員根據第840或841(1)條獲委任進行該調查，中期報告或最終報告所處理的任何法人團
體須在財政司司長指示的範圍內，負上向政府償還該調查的開支的法律責任；
(c) 審查員應某公司或其成員的申請，根據第840條獲委任進行該調查，該公司或任何該等成員
須在財政司司長指示的範圍內，負上向政府償還該調查的開支的責任。
(3) 在根據第(2)款的某段作出某命令或指示時，法院或財政司司長(視屬何情況而定)可命令或指示
根據該段而負上法律責任的2名或多於2名人士，就向政府償還該命令或指示的任何有關開支，
負共同法律責任，或負共同及各別法律責任。
(4) 在根據第(2)款(a)段作出一項關乎某人的法律責任範圍的命令時，法院可進一步命令該人亦有
法律責任就另一人根據該款(b)或(c)段負上的法律責任，向該另一人作彌償。
(5) 根據第840或841(1)條獲委任進行調查的審查員如認為合適，可在該調查的中期報告或最終報告
中，載列一項關於第(2)款(a)、(b)或(c)段所提述的人在該調查中所需繳付的有關開支的範圍
的建議。
(6) 如財政司司長有此指示，審查員須在有關調查的中期報告或最終報告中，載列第(5)款所述的建
第 622 章 - 《公司條例》 341
議。
(7) 如第(5)或(6)款所指的審查員建議是—
(a) 就第(2)款(a)段所提述的人作出的，該建議—
(i) 在該人被定罪之前，不得向法院披露；及
(ii) 對法院不具約束力；及
(b) 就第(2)款(b)或(c)段所提述的人作出的，該建議對財政司司長不具約束力。
(8) 就本條而言，一項調查的開支包括—
(a) 該調查附帶引起的合理開支；及
(b) 由財政司司長釐定的政府一般員工開支及辦公室開支的合理款額，以及由財政司司長釐定
的審查員的保險費用的合理款額。
(9) 根據第(2)款須向政府償還的款額，可作為欠政府的民事債項予以追討。
部：
分部：
19
3
財政司司長查訊公司的事務 L.N. 163 of 2013 03/03/2014
條： 867 釋義 L.N. 163 of 2013 03/03/2014
在本分部中—
公司 (company) — (a) 在第868(a)條中，包括註冊非香港公司；
(b) 在第868(b)條中，包括非香港公司。
條： 868 財政司司長可在何種情況下對公司事務進行查訊 L.N. 163 of 2013 03/03/2014
如有以下情況，則財政司司長可對公司的事務進行查訊—
(a) 財政司司長認為如此行事，會協助財政司司長決定是否根據第840(2)條委任審查員；或
(b) 財政司司長覺得有充分理由如此行事。
條： 869 財政司司長可要求交出紀錄及文件等 L.N. 163 of 2013 03/03/2014
(1) 為根據第868條對某公司的事務進行查訊，如財政司司長認為某紀錄或文件攸關或可能攸關該查
訊，財政司司長可藉書面通知，要求下述的人在該通知所指明的時間內，在該通知所指明的地
點，交出該紀錄或文件—
(a) 該公司；或
(b) 財政司司長覺得正管有該紀錄或文件的任何其他人。
(2) 如某公司或某人遵從根據第(1)款施加的要求，交出某紀錄或文件，財政司司長可—
(a) 複製或複印該紀錄或文件，或以其他方式記錄其細節；及
(b) 藉書面通知，要求該公司的高級人員或前高級人員或該人就該紀錄或文件，提交任何資料
或解釋。
(3) 財政司司長不得根據第(1)或(2)款要求認可機構交出關乎其客戶的事務的任何紀錄或文件，或
披露關乎該事務的任何資料，但如財政司司長—
(a) 有合理理由相信，該客戶可能能夠提供攸關該查訊的資料；及
(b) 信納為該查訊的目的，交出該紀錄或文件或披露該資料屬必需的，並以書面證明此事，
則不在此限。
第 622 章 - 《公司條例》 342
(4) 如認可機構遵從根據第(1)款施加的要求，交出關乎其顧客的事務的紀錄或文件，財政司司長亦
可要求該顧客就該紀錄或文件提供任何資料或解釋。
(5) 某公司或某人如沒有遵從根據第(1)款施加的要求交出某紀錄或文件，財政司司長可藉書面通
知，要求該公司或該人盡其所知及所信，說明該紀錄或文件在何處。
條： 870 財政司司長可轉授第869條所指的權力 L.N. 163 of 2013 03/03/2014
財政司司長可藉書面方式，將第869條所賦予的任何或所有權力轉授予另一人。
條： 871 沒有遵從第869條所指的要求等的罪行 L.N. 163 of 2013 03/03/2014
(1) 任何人無合理辯解而沒有遵從根據第869條對該人施加的要求，即屬犯罪。
(2) 任何人出於詐騙意圖而沒有遵從根據第869條對該人施加的要求，即屬犯罪。
(3) 任何公司的高級人員或僱員出於詐騙意圖而致使或容許該公司沒有遵從根據第869條對該公司施
加的要求，即屬犯罪。
(4) 任何人—
(a) 作出以下作為，充作遵從根據第869條對該人施加的要求—
(i) 交出任何在要項上屬虛假或具誤導性的紀錄或文件；或
(ii) 提供任何在要項上屬虛假或具誤導性的資料或解釋；及
(b) 知道該紀錄、文件、資料或解釋在要項上屬虛假或具誤導性，或罔顧該紀錄、文件、資料
或解釋是否在要項上屬虛假或具誤導性，
即屬犯罪。
(5) 任何人出於詐騙意圖—
(a) 交出任何在要項上屬虛假或具誤導性的紀錄或文件；或
(b) 提供任何在要項上屬虛假或具誤導性的資料或解釋，
充作遵從根據第869條對該人施加的要求，即屬犯罪。
(6) 任何公司的高級人員或僱員出於詐騙意圖而致使或容許該公司—
(a) 交出任何在要項上屬虛假或具誤導性的紀錄或文件；或
(b) 提供任何在要項上屬虛假或具誤導性的資料或解釋，
充作遵從根據第869條對該公司施加的要求，即屬犯罪。
(7) 任何人不得僅以遵從根據第869條對該人施加的要求可能會導致該人入罪為理由，而獲免遵從該
項要求。
(8) 任何人犯第(1)款所訂罪行—
(a) 一經循公訴程序定罪，可處罰款$200000及監禁一年；或
(b) 一經循簡易程序定罪，可處第5級罰款及監禁6個月。
(9) 任何人犯第(2)、(3)、(5)或(6)款所訂罪行—
(a) 一經循公訴程序定罪，可處罰款$1000000及監禁7年；或
(b) 一經循簡易程序定罪，可處第6級罰款及監禁6個月。
(10)任何人犯第(4)款所訂罪行—
(a) 一經循公訴程序定罪，可處罰款$1000000及監禁2年；或
(b) 一經循簡易程序定罪，可處第6級罰款及監禁6個月。
條： 872 導致入罪的證據在法律程序中的使用 L.N. 163 of 2013 03/03/2014
(1) 財政司司長或其獲轉授人如要求某人(要求對象)根據第869條就任何被交出的紀錄或文件提供資
第 622 章 - 《公司條例》 343
料或解釋，須確保要求對象已事先獲告知或提示第(2)款對財政司司長或該獲轉授人的該項要
求，以及由要求對象提供的該資料或解釋可獲接受為證據的限制。
(2) 儘管本條例有任何規定，在第(3)款指明的條件獲符合的情況下，財政司司長或獲轉授人的有關
要求，以及由要求對象提供的有關資料或解釋，不得在刑事法律程序中接納為針對要求對象的
證據，但如要求對象就該資料或解釋而被控犯以下其中一項罪行—
(a) 第871(4)、(5)或(6)條所訂罪行；
(b) 《刑事罪行條例》(第200章)第V部所訂罪行；或
(c) 作假證供罪，
則就該項罪行而進行的法律程序屬例外。
(3) 就第(2)款而言，指明的條件是—
(a) 有關資料或解釋可能會導致要求對象入罪；及
(b) 要求對象在提供該資料或解釋前如此聲稱。
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處長的查訊 L.N. 163 of 2013 03/03/2014
條： 873 處長可要求交出紀錄、文件等 L.N. 163 of 2013 03/03/2014
(1) 為對任何指明作為是否已作出進行查訊的目的，在符合第(2)款指明的每項條件的情況下，處長
可藉書面通知，要求某人—
(a) 在該通知所指明的時間內，在該通知所指明的地點，交出該通知所指明的任何紀錄或文
件；及
(b) (如該紀錄或文件被交出)就該紀錄或文件提供任何資料或解釋。
(2) 除第(3)款另有規定外，上述條件是—
(a) 處長有理由相信—
(i) 某指明作為已作出；
(ii) 有關紀錄、文件、資料或解釋攸關有關查訊；及
(iii) 有關的人正管有該紀錄或文件；及
(b) 處長以書面證明情況如此。
(3) 如將被要求交出有關紀錄或文件的人屬—
(a) 有關作為所關乎的法人團體；或
(b) 該法人團體的一名高級人員，
則第(2)(a)(iii)款不適用。
(4) 處長不得根據第(1)款要求認可機構交出關乎其客戶的事務的任何紀錄或文件，或披露關乎該事
務的任何資料，但如處長—
(a) 有合理理由相信，該客戶可能能夠提供攸關該查訊的資料；及
(b) 信納為該查訊的目的，交出該紀錄或文件或披露該資料屬必需的，並以書面證明此事，
則不在此限。
(5) 如認可機構遵從根據第(1)款施加的要求，交出關乎其顧客的事務的紀錄或文件，處長亦可要求
該顧客就該紀錄或文件提供任何資料或解釋。
(6) 如任何人遵從根據第(1)款施加的要求而交出某紀錄或文件，處長可複製或複印該紀錄或文件，
或以其他方式記錄其細節。
(7) 財政司司長可藉憲報刊登的公告，修訂第(8)款。
(8) 在本條中—
第 622 章 - 《公司條例》 344
指明作為 (specified act) 指會構成第750(6)或895(1)條所訂罪行的作為。
條： 874 處長可轉授第873條所指的權力 L.N. 163 of 2013 03/03/2014
處長可藉書面方式，將第873條所賦予的任何或所有權力轉授予任何公職人員。
條： 875 沒有遵從處長根據第873條施加的要求等的罪行 L.N. 163 of 2013 03/03/2014
(1) 任何人無合理辯解而沒有遵從根據第873條對該人施加的要求，即屬犯罪。
(2) 任何人出於詐騙意圖而沒有遵從根據第873條對該人施加的要求，即屬犯罪。
(3) 任何法人團體的高級人員或僱員出於詐騙意圖而致使或容許該法人團體沒有遵從根據第873條對
該法人團體施加的要求，即屬犯罪。
(4) 任何人—
(a) 作出以下作為，充作遵從根據第873條對該人施加的要求—
(i) 交出任何在要項上屬虛假或具誤導性的紀錄或文件；或
(ii) 提供任何在要項上屬虛假或具誤導性的資料或解釋；及
(b) 知道該紀錄、文件、資料或解釋在要項上屬虛假或具誤導性，或罔顧該紀錄、文件、資料
或解釋是否在要項上屬虛假或具誤導性，
即屬犯罪。
(5) 任何人出於詐騙意圖—
(a) 交出任何在要項上屬虛假或具誤導性的紀錄或文件；或
(b) 提供任何在要項上屬虛假或具誤導性的資料或解釋，
充作遵從根據第873條對該人施加的要求，即屬犯罪。
(6) 任何法人團體的高級人員或僱員出於詐騙意圖而致使或容許該法人團體—
(a) 交出任何在要項上屬虛假或具誤導性的紀錄或文件；或
(b) 提供任何在要項上屬虛假或具誤導性的資料或解釋，
充作遵從根據第873條對該法人團體施加的要求，即屬犯罪。
(7) 任何人不得僅以遵從根據第873條對該人施加的要求可能會導致該人入罪為理由，而獲免遵從該
項要求。
(8) 任何人犯第(1)款所訂罪行—
(a) 一經循公訴程序定罪，可處罰款$150000及監禁一年；或
(b) 一經循簡易程序定罪，可處第5級罰款及監禁6個月。
(9) 任何人犯第(2)、(3)、(5)或(6)款所訂罪行—
(a) 一經循公訴程序定罪，可處罰款$1000000及監禁3年；或
(b) 一經循簡易程序定罪，可處第6級罰款及監禁6個月。
(10)任何人犯第(4)款所訂罪行—
(a) 一經循公訴程序定罪，可處罰款$300000及監禁2年；或
(b) 一經循簡易程序定罪，可處第6級罰款及監禁6個月。
條： 876 導致入罪的證據在法律程序中的使用 L.N. 163 of 2013 03/03/2014
(1) 處長或其獲轉授人如要求某人(要求對象)根據第873條就任何被交出的紀錄或文件提供的資料或 解釋，須確保要求對象已事先獲告知或提示第(2)款對處長或該獲轉授人的該項要求，以及由要
求對象提供的該資料或解釋可獲接受為證據的限制。
(2) 儘管本條例有任何規定，在第(3)款指明的條件獲符合的情況下，處長或獲轉授人的有關要求，
第 622 章 - 《公司條例》 345
以及要求對象提供的有關資料或解釋，不得在刑事法律程序中接納為針對要求對象的證據，但
如要求對象就該資料或解釋而被控犯以下其中一項罪行—
(a) 第875(4)、(5)或(6)條所訂罪行；
(b) 《刑事罪行條例》(第200章)第V部所訂罪行；或
(c) 作假證供罪，
則就該項罪行而進行的法律程序屬例外。
(3) 就第(2)款而言，指明的條件是—
(a) 有關資料或解釋可能會導致要求對象入罪；及
(b) 要求對象在提供該資料或解釋前如此聲稱。
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第2、3及4分部的補充條文 L.N. 163 of 2013 03/03/2014
部：
分部：
次分部：
19
5
1
適用於第2及3分部的補充條文 L.N. 163 of 2013 03/03/2014
條： 877 裁判官的手令 L.N. 163 of 2013 03/03/2014
(1) 如裁判官根據經宣誓而作的告發，信納有合理理由懷疑在該項告發所指明的處所內，有或相當
可能有任何紀錄或文件是根據第2或3分部可被要求交出的，該裁判官可就該處所發出手令。
(2) 為第(1)款的施行，有關告發—
(a) 須列明—
(i) 在或相當可能在有關處所內的紀錄或文件的性質；及
(ii) 可據以要求交出該紀錄或文件的第2或3分部的條文；及
(b) 須—
(i) (就根據第2分部進行的調查而言)由審查員作出；或
(ii) (就根據第3分部進行的查訊而言)由財政司司長或其獲轉授人作出。
(3) 根據第(1)款發出的手令授權該手令所指明的人以及為協助執行該手令而需要的其他人—
(a) 在自發出該手令日期起計的7日內，隨時進入該處所，及在有必要時強行進入該處所；及
(b) 搜尋、檢取和移走該手令所指明的人有合理理由相信是根據第2或3分部(視屬何情況而定)
可被要求交出的任何紀錄或文件。
(4) 獲授權人如有合理理由相信另一名身處有關處所內的人，是受僱或受聘在與正於或曾於該處所
經營的業務有關連的情況下提供服務，可要求該另一人交出—
(a) 該另一人所管有的；及
(b) 該獲授權人有合理理由相信是根據第2或3分部(視屬何情況而定)可被要求交出的，
任何紀錄或文件，以供查驗。
(5) 獲授權人可就任何根據第(4)款被要求交出的紀錄或文件—
(a) 禁止在該處所內發現的人—
(i) 將該紀錄或文件移離該處所；
(ii) 刪除該紀錄或文件的任何內容，將任何內容加入該紀錄或文件，或以其他方式更
改載於該紀錄或文件的任何事情；或
(iii) 以任何方式干擾該紀錄或文件，或致使或准許任何其他人干擾該紀錄或文件；及
(b) 採取該獲授權人覺得必需的任何其他步驟，以—
第 622 章 - 《公司條例》 346
(i) 保存該紀錄或文件；或
(ii) 防止該紀錄或文件受干擾。
(6) 獲授權人移走的任何紀錄或文件—
(a) 可在不超過自移走當日起計的6個月的期間內，予以保留；或
(b) 如屬或可能屬任何刑事法律程序或根據本條例或《公司(清盤及雜項條文)條例》(第32章)
進行的任何法律程序所需要者，則可在為該等程序的目的所需的較長期間內，予以保留。
(7) 如獲授權人根據本條移走任何紀錄或文件—
(a) 該獲授權人須在移走該紀錄或文件後，在切實可行的範圍內，盡快就該紀錄或文件發出收
據；及
(b) 該獲授權人可准許如該紀錄或文件沒有被移走便會有權查閱該紀錄或文件的其他人—
(i) 在任何合理時間查閱該紀錄或文件；及
(ii) 在任何合理時間複製或複印該紀錄或文件，或以其他方式記錄其細節。
(8) 《刑事訴訟程序條例》(第221章)第102條適用於已憑藉本條歸審查員、財政司司長或其獲轉授
人管有的任何財產，一如該條適用於已歸警方管有的財產一樣。
(9) 任何人—
(a) 無合理辯解而沒有遵從第(4)或(5)款所指的要求或禁止；或
(b) 妨礙獲授權人行使第(3)、(4)或(5)款授予的權力，
即屬犯罪。
(10)任何人犯第(9)款所訂罪行—
(a) 一經循公訴程序定罪，可處罰款$1000000及監禁2年；或
(b) 一經循簡易程序定罪，可處第6級罰款及監禁6個月。
(11)在本條中—
獲授權人(authorized person)指獲根據第(1)款發出的手令授權採取第(3)款(a)及(b)段列明的行動 的人。
條： 878 高級人員須在因調查等而提起的檢控中提供協助 L.N. 163 of 2013 03/03/2014
(1) 如—
(a) 已根據第2分部，對某法人團體的事務進行調查，或已根據第3分部，對某法人團體的事務
進行查訊；及
(b) 因該調查或查訊而提起檢控某項罪行，
則該法人團體的每名高級人員、前高級人員、僱員或前僱員、代理人或前代理人，均有責任向
律政司司長給予其按理能夠給予的一切與該檢控有關的協助。
(2) 如某人是檢控的法律程序中的被告人，則第(1)款並不要求該人給予與該檢控有關的任何協助。
條： 879 關乎指明材料的法律程序 L.N. 163 of 2013 03/03/2014
(1) 如財政司司長按任何指明材料而覺得為公眾利益，某可根據《公司(清盤及雜項條文)條例》(第
32章)清盤的法人團體應予清盤，則財政司司長可提出請求將它清盤的呈請。
(2) 如財政司司長根據第(1)款提出呈請，而原訟法庭認為將有關法人團體清盤屬公正公平，法庭可
作出清盤的命令。
(3) 如財政司司長按任何指明材料而覺得—
(a) 某公司或某非香港公司的事務，正以或曾以不公平地損害眾成員、某名成員或某些成員的
利益的方式處理；或
(b) 某公司或某非香港公司某項實際作出或沒有作出的作為(包括任何代表它作出或沒有代表它
第 622 章 - 《公司條例》 347
作出的作為)，或該公司某項擬作出或擬不作出的作為(包括任何代表它而作出或沒有代表
它作出的作為)，造成或會造成上述損害，
財政司司長可向原訟法庭提出要求根據第725(1)(b)或(2)條作出命令的呈請，不論是否已有呈
請根據第(1)款提出。
(4) 如財政司司長按任何指明材料，覺得就某公司或非香港公司而言，某人—
(a) 曾從事、正從事或正擬從事第728(1)(a)條指明的任何行為；或
(b) 在第728條的生效日期*前曾從事、正從事或正擬從事第728(2)(a)條指明的任何行為，而該
人曾從事或擬從事上述行為一事，仍在繼續，
財政司司長可根據第729(2)條，向原訟法庭申請有關補救。
(5) 如財政司司長按任何指明材料，覺得就某公司或非香港公司而言，某人—
(a) 曾拒絕或沒有作出、正拒絕或沒有作出，或正擬拒絕或不作出第728(1)(b)條指明的作為或
事情；或
(b) 在第728條的生效日期*前曾拒絕或沒有作出、正拒絕或沒有作出，或正擬拒絕或不作出
《前身條例》及本條例均規定該人作出的作為或事情，而該人曾拒絕或沒有作出、正拒絕
或沒有作出，或正擬拒絕或不作出上述作為或事情一事，仍在繼續，
財政司司長可根據第729(2)條，向原訟法庭申請有關補救。
(6) 如財政司司長按任何指明材料，覺得根據《公司(清盤及雜項條文)條例》(第32章)第168J(1)條
針對以下的人作出取消資格令屬符合公眾利益，財政司司長可向原訟法庭申請針對該人作出該
命令—
(a) 屬第2(1)條所界定的公司的董事或幕後董事，或曾屬該公司的董事或幕後董事的人；
(b) 屬符合以下說明的公司的董事或幕後董事，或曾屬該公司的董事或幕後董事的人：《公司
( 清盤及雜項條文) 條例》(第32章) 第326(1) 條所界定的非註冊公司(有限責任合夥、非
有限責任合夥及社團除外)，不論該公司在何處成立，而該公司—
(i) 正在或曾在香港經營業務；及
(ii) 可根據《公司(清盤及雜項條文)條例》(第32章)進行清盤；或
(c) 屬註冊非香港公司的董事或幕後董事，或曾屬該公司的董事或幕後董事的人。
(7) 在本條中—
指明材料 (specified materials) 指— (a) 在第2分部所指的調查中，由某審查員或其獲轉授人作出的報告，或由某審查員或其獲轉授
人取得的紀錄、文件或資料；或
(b) 在第3分部所指的查訊中，由財政司司長或其獲轉授人取得的任何紀錄、文件或資料。
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。
條： 880 保密 L.N. 163 of 2013 03/03/2014
(1) 除非是在執行本條例或《公司(清盤及雜項條文)條例》(第32章)所指的任何職能的過程中，或
是為施行本條例或該條例的條文，否則第(3)款指明的人—
(a) 不得准許任何人接觸關乎該人在第2分部所指的調查中或在第3分部所指的查訊中(或在與該
調查或查訊有其他關連的情況下)獲悉的任何人的事務的事宜；及
(b) 不得將任何該等事宜，傳達予該事宜所關乎的人以外的任何人。
(2) 第(1)款的效力，須受第881(1)及(2)條規限。
(3) 為施行第(1)款而指明的人為—
(a) 公職人員；
第 622 章 - 《公司條例》 348
(b) 審查員、其獲轉授人、財政司司長的獲轉授人、或該審查員、該獲轉授人的僱員、代理
人、專家顧問或專業顧問；
(c) 為根據第2分部進行調查或為根據第3分部進行查訊而僱用或委任的僱員、代理人、專家顧
問、專業顧問；
(d) 在或曾在根據第2分部進行的調查中執行任何職能的人，或在或曾在根據第3分部進行的查
訊中執行任何職能的人；
(e) 曾在根據第2分部進行的調查中協助任何其他人執行任何職能的人，或曾在根據第3分部進
行的查訊中協助任何其他人執行任何職能的人；及
(f) 根據第858或860條—
(i) 獲送交關於該調查的報告草稿或其部分或報告的人；及
(ii) 被要求將該報告草稿或其部分或該報告保密的人。
條： 881 獲准許的披露及限制 L.N. 163 of 2013 03/03/2014
(1) 第880(3)條所指明的人可—
(a) 披露公眾已可得到的資料；
(b) 為在香港進行的任何刑事法律程序的目的，或為執法機關以提出該等程序為出發點而進行
的調查的目的，披露資料；
(c) 為在與根據本條例或《公司(清盤及雜項條文)條例》(第32章)引起的任何事宜有關連的情
況下徵詢以專業身分行事或擬以專業身分行事的大律師、律師或其他專業顧問的意見而披
露資料，或由以專業身分行事或擬以專業身分行事的大律師、律師或其他專業顧問在與根
據本條例或《公司(清盤及雜項條文)條例》(第32章)引起的任何事宜有關連的情況下給予
意見而披露資料；
(d) 在與該指明的人屬其中一方的司法或其他程序有關連的情況下披露資料；及
(e) 按照法院或審裁處的命令，或按照法律或根據法律作出的要求，披露資料。
(2) 財政司司長可—
(a) 在不抵觸第(3)款的情況下，向以下人士或機構披露資料—
(i) 行政長官；
(ii) 律政司司長；
(iii) 財經事務及庫務局局長；
(iv) 香港警務處處長；
(v) 廉政專員；
(vi) 稅務局局長；
(vii) 公司註冊處處長；
(viii)並非以根據《公司(清盤及雜項條文)條例》(第32章)獲委任或憑藉該條例出任的清
盤人或臨時清盤人的身分行事的破產管理署署長；
(ix) 金融管理專員；
(x) 證監會；
(xi) 財務匯報局；
(xii) 市場失當行為審裁處；
(xiii)保險業監督；
(xiv)強積金管理局；
(xv) 審查員；
(xvi)獲財政司司長轉授權力的人；
(xvii)根據《證券及期貨條例》(第571章)第19(2)條獲認可為交易所公司的公司；
第 622 章 - 《公司條例》 349
(xviii)個人資料私隱專員；
(xix)申訴專員；或
(xx) 財政司司長根據第(7)款授權的公職人員；
(b) 在不抵觸第(3)款的情況下，向以下人士披露關於事務正在或曾經根據第840或841條被調查
或根據第869條被查訊的公司的資料—
(i) 以根據《公司(清盤及雜項條文)條例》(第32章)獲委任或憑藉該條例出任該公司的清
盤人或臨時清盤人的身分行事的破產管理署署長；或
(ii) 符合以下說明的任何其他人—
(A) 根據《公司(清盤及雜項條文)條例》(第32章)獲委任為該公司的清盤人或臨時清
盤人；或
(B) 根據香港以外地方的任何法律，以類似身分就該公司行事；
(c) 在以下人士同意下披露資料—
(i) (如該資料是從某人處取得或接獲)該人；及
(ii) (如該資料並非關乎上述的人)該資料所關乎的人；及
(d) 披露採用撮要形式的資料，而該撮要的撰寫方式，足以不讓人從該撮要中確定關乎任何人
的詳情。
(3) 財政司司長除非認為以下條件獲符合，否則不得根據第(2)(a)或(b)款披露資料—
(a) 作出該項披露，會使該資料的接收者能夠執行其職能，或會協助該接收者執行其職能；而
(b) 如此披露該資料，不違反公眾利益。
(4) 除第(5)款另有規定外，如某資料已根據第(1)或(2)款(第(1)(a)或(2)(d)款除外)或第880(1)條
向某人披露，則—
(a) 該人；及
(b) 從該人處取得或接獲該資料的任何其他人，
不得向任何其他人披露該資料。
(5) 在以下情況下，第(4)款不禁止該款(a)或(b)段所述的人向任何其他人披露資料—
(a) 財政司司長同意該項披露；
(b) 公眾已可得到該資料；
(c) 該項披露是為在與根據本條例或《公司(清盤及雜項條文)條例》(第32章)引起的任何事宜
有關連的情況下徵詢以專業身分行事或擬以專業身分行事的大律師、律師或其他專業顧問
的意見而作出的，或由以專業身分行事或擬以專業身分行事的大律師、律師或其他專業顧
問在與根據本條例或《公司(清盤及雜項條文)條例》(第32章)引起的任何事宜有關連的情
況下給予意見而作出的；
(d) 該項披露是在與上述的人屬其中一方的司法或其他程序有關連的情況下作出的；或
(e) 該項披露是按照法院或審裁處的命令而作出的，或是按照法律或根據法律作出的要求而作
出的。
(6) 財政司司長可對—
(a) 根據第(2)款披露資料；或
(b) 根據第(5)(a)款授予的同意，
附加財政司司長認為適當的條件。
(7) 財政司司長可授權任何公職人員為可根據第(2)(a)(xx)款披露資料的披露對象。
條： 882 關於保密規定的罪行 L.N. 163 of 2013 03/03/2014
(1) 任何人違反第880(1)條，即屬犯罪。
(2) 任何人—
第 622 章 - 《公司條例》 350
(a) 在違反第881(4)條的情況下披露任何資料；而
(b) 在作出該項披露時，本身—
(i) 知道或應該知道該資料是之前如第881(4)(a)或(b)條描述般向該人披露或由該人取得
或接獲；及
(ii) 無合理理由相信憑藉第881(5)條，自己不被禁止披露該資料，
即屬犯罪。
(3) 任何人犯第(1)或(2)款所訂罪行—
(a) 一經循公訴程序定罪，可處罰款$1000000及監禁2年；或
(b) 一經循簡易程序定罪，可處第6級罰款及監禁6個月。
部：
分部：
次分部：
19
5
2
適用於第2、3及4分部的補充條文 L.N. 163 of 2013 03/03/2014
條： 883 釋義 L.N. 163 of 2013 03/03/2014
在本次分部中—
指明人員 (specified officer) — (a) 就根據第2分部進行的調查而言，指審查員或其獲轉授人；
(b) 就根據第3分部進行的查訊而言，指財政司司長或其獲轉授人；及
(c) 就根據第4分部進行的查訊而言，指處長或其獲轉授人。
條： 884 關於某些披露的保障 L.N. 163 of 2013 03/03/2014
(1) 如—
(a 某人向指明人員作出一項披露，而作出該項披露並非是為遵從該人員根據第2、3或4分部
(視屬何情況而定)作出的要求；及
(b) 該項披露符合第(2)款指明的每項條件，
則該人無需僅因該項披露，而在關乎違反保密責任的法律程序中，負上任何法律責任。
(2) 上述條件是—
(a) 有關披露所屬的類別，是可根據第2、3或4分部(視屬何情況而定)要求有關的人作出的披露
的類別；
(b) 該人真誠地作出該項披露，並有合理理由相信該項披露在根據第2分部進行的調查中或根據
第3或4分部進行的查訊中，能協助該指明人員；
(c) 所披露的資料，並不超出為在根據第2分部進行的調查中或根據第3或4分部進行的查訊中，
協助該指明人員而合理所需的資料；
(d) 該項披露並非憑藉任何成文法則而被禁止。
(3) 凡某人以銀行職員或律師身分，對某資料負有保密責任，如該人以該身分就該資料作出披露，
第(1)款不適用於該項披露。
條： 885 對舉報人的保障等 L.N. 163 of 2013 03/03/2014
(1) 任何關於受保障人士的身分的資料，均不得在法院席前或審裁處進行的任何法律程序中，獲接
納為證據。
第 622 章 - 《公司條例》 351
(2) 在上述程序中，證人沒有責任—
(a) 披露並非該等程序中的證人的受保障人士的姓名或名稱或地址；或
(b) 述明會致使或傾向致使並非該等程序中的證人的受保障人士的姓名或名稱或地址被透露的
任何事宜。
(3) 如屬上述程序中的證據的某簿冊、文件或字據(或在上述程序中可予查閱的某簿冊、文件或字
據)載有—
(a) 指出受保障人士的姓名或名稱的記項，或描述受保障人士的記項；或
(b) 可能致使受保障人士的身分被透露的記項，
則法院或審裁處(視屬何情況而定)須安排將所有該等記項掩蓋或塗去，但範圍限於為保障該人
士的身分免被披露而需要的範圍。
(4) 儘管有第(1)、(2)或(3)款的規定，在上述程序中，法院或審裁處如—
(a) 認為若不披露受保障人士的姓名或名稱，便不能在該等程序的各方之間全面秉行公義；或
(b) 信納受保障人士作出—
(i) 本身明知屬或相信屬虛假的具關鍵性的陳述；或
(ii) 本身不相信屬真實的具關鍵性的陳述，
可准許進行關於該人士的研訊，及要求作出關於該人士的全面披露。
(5) 儘管有根據第2分部擬備或發表任何調查的中期報告或最終報告，本條仍具有效力。
(6) 在本條中—
受保障人士 (protected person) 指— (a) 曾就第2分部所指的調查或就第3或4分部所指的查訊，向指明人員提供資料的告發人；或
(b) 曾就上述調查或查訊協助指明人員的人。
條： 886 法律專業保密權 L.N. 163 of 2013 03/03/2014
(1) 除第(2)款另有規定外，本部不影響除按本部外可基於法律專業保密權的理由而產生的任何申
索、聲稱、權利或享有權。
(2) 第(1)款不影響任何第2、3或4分部所指的要求披露法律執業者(不論該執業者是否在香港具有以
大律師身分執業或以律師身分行事的資格)的客戶的姓名或名稱及地址的要求或規定。
條： 887 豁免承擔法律責任 L.N. 163 of 2013 03/03/2014
(1) 任何人如遵從指明人員根據第2分部第4次分部或第869或873條施加的要求，則不會僅因遵從該
項要求而招致任何民事法律責任。
(2) 任何人並不就執行或其本意是執行本部所指的職能時真誠地作出的作為或不作為，而招致任何
民事法律責任。
條： 888 交出資訊系統內的資料等 L.N. 163 of 2013 03/03/2014
(1) 如—
(a) 某指明人員根據第2分部第4次分部或第869或873條，要求交出任何紀錄或文件；及
(b) 載於該紀錄或文件內的任何資料或事項並非以可閱讀形式記錄，但能夠以該形式重現，
則該人員可要求交出將該資料或事項或其有關部分重現而製成的採用可閱讀形式的版本。
(2) 如—
(a) 某指明人員根據第2分部第4次分部或第869或873條要求交出任何紀錄或文件；及
(b) 載於該紀錄或文件內的任何資料或事項，被記錄於資訊系統內，
第 622 章 - 《公司條例》 352
則該人員可要求交出該資料或事項的紀錄(或該紀錄的有關部分)的複製版本，而該版本須以令
該資料或事項能夠以可閱讀形式重現的形式交出。
條： 889 聲稱對紀錄或文件擁有的留置權 L.N. 163 of 2013 03/03/2014
如任何人管有根據第2分部第4次分部或第869或873條被要求交出的任何紀錄或文件，而該人聲稱對
該紀錄或文件有留置權，則—
(a) 該留置權並不影響交出該紀錄或文件的要求；
(b) 無需為交出該紀錄或文件或就交出該紀錄或文件而支付任何費用；及
(c) 交出該紀錄或文件並不影響該留置權。
條： 890 文件的銷毀 L.N. 163 of 2013 03/03/2014
(1) 任何人—
(a) 銷毀、揑改、隱匿或以其他方式處置根據第2分部第4次分部或第869或873條被要求交出的
紀錄或文件，或致使或准許他人作出該等作為；而
(b) 作出上述作為的意圖，是向施加該項要求的指明人員隱瞞可藉該紀錄或文件而披露的事實
或事宜，
即屬犯罪。
(2) 任何人犯第(1)款所訂罪行—
(a) 一經循公訴程序定罪，可處罰款$1000000及監禁2年；或
(b) 一經循簡易程序定罪，可處第6級罰款及監禁6個月。
條： 891 查閱被檢取的紀錄或文件等 L.N. 163 of 2013 03/03/2014
(1) 如某指明人員根據本部，取得任何紀錄或文件的管有權，則本條適用。
(2) 有關指明人員可施加關於保安或其他方面的合理條件，並在該等條件的規限下，准許假使紀錄
或文件沒有被該人員管有便會有權查閱該紀錄或文件的人—
(a) 在任何合理時間查閱該紀錄或文件；及
(b) 在任何合理時間複製或複印該紀錄或文件，或以其他方式記錄其細節。
部：
分部：
19
6
公司委任某人調查公司的事務 L.N. 163 of 2013 03/03/2014
條： 892 公司委任某人調查公司的事務 L.N. 163 of 2013 03/03/2014
(1) 公司可藉特別決議，委任某人調查該公司的事務。
(2) 為調查有關公司的事務，獲委任的人可藉書面通知，要求該公司的任何高級人員或代理人作出
以下任何或所有作為—
(a) 向該獲委任的人交出任何關乎受調查的事宜並由該人員或代理人保管或控制的任何紀錄或
文件；
(b) 在該通知所指明的時間及地點，面見該獲委任的人，並在經宣誓或不經宣誓的情況下，回
答該人向該人員或代理人提出的關乎受調查的事宜的任何問題；
(c) 回答該通知所指明並關乎受調查的事宜的任何問題。
(3) 為施行第(2)(b)款，獲委任的人可為任何人監誓。
第 622 章 - 《公司條例》 353
條： 893 原訟法庭可研訊高級人員或代理人沒有面見獲委任的人一
事等
L.N. 163 of 2013 03/03/2014
(1) 如某公司的高級人員或代理人沒有遵從根據第892(2)條對其施加的要求，獲委任的人可向原訟
法庭申請就沒有遵從該項要求一事進行研訊。
(2) 原訟法庭如信納有關高級人員或代理人是在無合理辯解的情況下沒有遵從有關要求，可懲罰該
人員或該代理人(視屬何情況而定)，而懲罰的方式猶如該人員或該代理人犯藐視法庭罪一樣。
條： 894 獲委任的人提交的報告 L.N. 163 of 2013 03/03/2014
(1) 根據第892(1)條獲委任調查某公司的事務的人須在該調查完成後，按該公司在大會上所指示的
方式，就該調查提交報告。
(2) 於在法院進行的任何法律程序中—
(a) 如某文件看來是上述報告的文本，並看來是經獲委任的人及該公司簽署，則該文件一經交
出，即可接納為證據而無需再加證明；及
(b) 該文件一經根據(a)段接納為證據，即為該獲委任的人在該報告內述明的意見的證據。
部： 20 雜項條文 L.N. 163 of 2013 03/03/2014
(*格式變更─2013年第1號編輯修訂紀錄)
__________________________________________________________________________ 註：
* 第20部的格式已按現行法例樣式更新。
部：
分部：
20
1
雜項罪行 L.N. 163 of 2013 03/03/2014
條： 895 關於虛假陳述的罪行 L.N. 163 of 2013 03/03/2014
(1) 任何人如在本條例任何條文規定須提交或製備的申報表、報告、財務報表、證明書或其他文件
中，或在須為本條例任何條文的目的而提交或製備的申報表、報告、財務報表、證明書或其他
文件中，明知或罔顧實情地作出一項在任何要項上具誤導性、虛假或具欺騙性的陳述，該人即
屬犯罪。 附註—
請亦參閱第873條，該條賦權處長為對任何會構成本款所訂罪行的作為是否已作出進行查訊的目的，要求交出紀錄
或文件，以及要求就該等紀錄或文件提供資料或解釋。
(2) 任何人犯第(1)款所訂罪行—
(a) 一經循公訴程序定罪，可處罰款$300000及監禁2年；或
(b) 一經循簡易程序定罪，可處第6級罰款及監禁6個月。
(3) 本條不影響—
(a) 《刑事罪行條例》(第200章)第V部的實施；或
(b) 《盜竊罪條例》(第210章)第19、20或21條的實施。
第 622 章 - 《公司條例》 354
條： 896 關於不恰當使用“Limited”或“有限公司”等的罪行 L.N. 163 of 2013 03/03/2014
(1) 任何人如有以下情況，即屬犯罪—
(a) 該人並非以有限法律責任形式成立的法團；而
(b) 使用下述名稱或稱號，或以下述名稱或稱號進行貿易或經營業務—
(i) 採用“Limited”一字或其縮寫或模仿字樣為最後一個字的名稱或稱號；
(ii) 採用“Limited”一字或其縮寫或模仿字樣的中文版本為最後一個字的名稱或稱
號；或
(iii) 以中文“有限公司”字樣為一部分的名稱或稱號。
(2) 任何人如有以下情況，即屬犯罪—
(a) 該人並非已成立的法團；而
(b) 使用下述名稱或稱號，或以下述名稱或稱號進行貿易或經營業務—
(i) 採用“Corporation”或“Incorporated”一字或其縮寫或模仿字樣為最後一個字的名
稱或稱號；
(ii) 採用“Corporation”或“Incorporated”一字或其縮寫或模仿字樣的中文版本為
最後一個字的名稱或稱號；或
(iii) 以中文“註冊公司”或“法人團體”字樣為一部分的名稱或稱號。
(3) 任何人犯第(1)或(2)款所訂罪行，可處第3級罰款，如有關罪行是持續的罪行，則可就該罪行持
續期間的每一日，另處罰款$300。
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關乎調查或執法措施的雜項條文 L.N. 163 of 2013 03/03/2014
條： 897 懷疑發生罪行時原訟法庭可命令查閱或交出紀錄或文件 L.N. 163 of 2013 03/03/2014
(1) 原訟法庭如信納有以下情況，可應律政司司長的申請，根據第(2)或(3)款作出命令—
(a) 有合理因由相信，任何人在擔任公司的高級人員時曾犯與該公司事務的管理有關連的罪
行；而
(b) 犯罪證據將可在以下文件中找到—
(i) 該公司的任何紀錄或文件，或該公司控制的任何紀錄或文件；或
(ii) 屬於經營銀行業務的人並且關乎該公司事務的任何紀錄或文件。
(2) 原訟法庭可就第(1)(b)(i)款所述的紀錄或文件作出命令—
(a) 授權該命令指名的人查閱該紀錄或文件，以調查有關罪行及取得該罪行的證據；或
(b) 規定該公司的公司秘書或該命令指名的該公司的任何其他高級人員，在該命令指明的地
點，向該命令指名的人交出該紀錄或文件。
(3) 原訟法庭可就第(1)(b)(ii)款所述的紀錄或文件作出命令，授權該命令指名的人查閱該紀錄或
文件，以調查有關罪行及取得該罪行的證據。
(4) 在本條中—
文件 (document) 具有第838(1)條給予該詞的涵義； 紀錄 (record) 具有第838(1)條給予該詞的涵義。
條： 898 藉原訟法庭命令強制執行規定 L.N. 163 of 2013 03/03/2014
(1) 如公司或公司的高級人員違反本條例中關於以下事宜的規定，則本條適用—
第 622 章 - 《公司條例》 355
(a) 向處長送交、交付、提供、遞交或交出文件；或
(b) 向處長發出或給予關於任何事宜的通知。
(2) 處長或有關公司的成員或債權人，可向該公司或有關高級人員送達通知，要求該公司或人員遵
守有關規定。
(3) 如有關公司或高級人員在上述通知送達後的14日內，沒有就違反規定作出糾正，則原訟法庭可
應處長或該公司的成員或債權人的申請，作出命令—
(a) (如屬公司違反規定的情況)指示該公司及其任何高級人員在該命令指明的時限內，就違反
規定一事作出糾正；或
(b) (如屬高級人員違反規定的情況)指示該人員在該命令指明的時限內，就違反規定一事作出
糾正。
(4) 上述命令可訂定，上述申請的所有訟費及附帶費用均須—
(a) (如屬公司違反規定的情況)由該公司或其任何對違反規定一事負有責任的高級人員承擔；
或
(b) (如屬高級人員違反規定的情況)由該人員承擔。
(5) 本條不影響任何就有關違反規定事件而對公司或公司的任何高級人員施加刑罰的條例的實施。
條： 899 處長可向涉嫌違例者發出通知，提出在某些條件符合下可
不起訴
L.N. 163 of 2013 03/03/2014
(1) 處長如有理由相信某人犯了附表7指明的罪行，則可向該人發出符合以下說明的書面通知—
(a) 指稱該人犯了附表指明的罪行，並載有該罪行的詳情；
(b) 視乎有關罪行—
(i) 屬第(5)款所述的罪行；抑或
(ii) 屬第(6)款所述的罪行，
而參照該款載有該通知的條款；
(c) 為該款的目的指明限期及款額；及
(d) 載有處長認為合適的任何其他資料。
(2) 上述通知只可在針對有關罪行的法律程序展開之前發出。
(3) 處長可藉另一書面通知，延展第(1)(c)款指明的限期。此項權力可在該限期內行使，亦可在該
限期終結後行使。
(4) 第(1)款所指的通知，不可在該通知指明的限期或在根據第(3)款延展的限期內被撤回。
(5) 凡有關罪行屬由沒有作出某作為或事情所構成的罪行—
(a) 如有關的人在第(1)款所指的通知指明的限期或在根據第(3)款延展的限期內，向處長繳付
該通知指明的款額並作出該作為或事情，則不會就該罪行而針對該人提起法律程序；或
(b) 如有關的人在第(1)款所指的通知指明的限期或在根據第(3)款延展的限期內，沒有向處長
繳付該通知指明的款額或沒有作出該作為或事情，則可就該罪行而針對該人提起法律程
序。
(6) 凡有關罪行不屬由沒有作出某作為或事情所構成的罪行—
(a) 如有關的人在第(1)款所指的通知指明的限期或在根據第(3)款延展的限期內，向處長繳付
該通知指明的款額，則不會就該罪行而針對該人提起法律程序；或
(b) 如有關的人在第(1)款所指的通知指明的限期或在根據第(3)款延展的限期內，沒有向處長
繳付該通知指明的款額，則可就該罪行而針對該人提起法律程序。
(7) 繳付根據第(1)款向某人發出的通知所指明的款額，不得視為該人承認該人須就該通知指稱該人
所犯的罪行負上任何法律責任。
第 622 章 - 《公司條例》 356
條： 900 展開法律程序的時效 L.N. 163 of 2013 03/03/2014
(1) 儘管有《裁判官條例》(第227章)第26條的規定，關乎本條例所訂罪行的告發或申訴，只要—
(a) 在犯該罪行後的3年內；及
(b) 在律政司司長知悉助控證據的日期後的12個月內，
向裁判官提出或作出，便可予審訊。
(2) 就本條而言，律政司司長就其知悉助控證據的日期發出的證明書，即為該日期的確證。
(3) 本條不適用於—
(a) 可公訴罪行；或
(b) 既可循公訴程序亦可循簡易程序審訊的罪行。
(4) 在本條中—
助控證據 (supporting evidence) 指律政司司長認為足以支持法律程序的提起屬有理可據的證據。
條： 901 罰款的運用 L.N. 163 of 2013 03/03/2014
(1) 法院在根據本條例判處罰款時，可指示將罰款的全部或任何部分用作或用於支付有關法律程序
的訟費。
(2) 除根據第(1)款作出的指示另有規定外，根據本條例的罰款須撥作政府一般收入。
(3) 儘管任何其他條例有任何規定，第(2)款仍屬有效。
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關乎公司的高級人員或核數師的不當行為的雜項條文 L.N. 163 of 2013 03/03/2014
條： 902 釋義 L.N. 163 of 2013 03/03/2014
在本分部中—
不當行為 (misconduct) 指疏忽、失責、違反責任或違反信託行為； 指明人士 (specified person) 指—
(a) 公司的高級人員；或
(b) 獲公司聘用為核數師的人。
條： 903 原訟法庭可在關於不當行為的法律程序中向公司的高級人
員等給予寬免
L.N. 163 of 2013 03/03/2014
(1) 在就針對某指明人士的不當行為而提起的法律程序中，原訟法庭如—
(a) 覺得該人須因或可能須因該不當行為而承擔法律責任；
(b) 覺得該人曾誠實及合理地行事；及
(c) 在顧及有關案件的整體情況(包括與該人的委任有關連的情況)後，覺得如公平地看待，該
人的不當行為應予寬宥，
則本條適用。
(2) 原訟法庭可按它認為合適的條款，全盤或局部寬免有關指明人士的法律責任。
(3) 如有關案件的審訊，是由法官在有陪審團的情況下進行的，該法官可—
(a) 從陪審團手中完全或局部撤回該案件；及
(b) 指示按該法官認為合適的關於訟費的條款或其他條款，判有關指明人士勝訴。
第 622 章 - 《公司條例》 357
條： 904 原訟法庭可應公司的高級人員等的申請就不當行為向該人
員給予寬免
L.N. 163 of 2013 03/03/2014
(1) 指明人士如有理由憂慮將會有或可能有就某不當行為而針對該人提出的申索，可向原訟法庭申
請寬免。
(2) 原訟法庭可應申請而按它認為合適的條款，全盤或局部寬免有關指明人士的法律責任，前提是
法庭—
(a) 覺得該人須因或可能須因該不當行為而承擔法律責任；
(b) 覺得該人曾誠實及合理地行事；及
(c) 在顧及有關案件的整體情況(包括與該人的委任有關連的情況)後，覺得如公平地看待，該
人的不當行為應予寬宥。
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其他雜項條文 L.N. 163 of 2013 03/03/2014
條： 905 公司提出訴訟的訟費等 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 公司是訴訟或其他法律程序中的原告人；而
(b) 對有關事宜有司法管轄權的法院根據可信證供，覺得有理由相信如被告人勝訴，該公司將
會無能力支付被告人的訟費。
(2) 在不局限法院在任何其他條例下的權力的原則下，法院可—
(a) 要求就上述訟費給予充足保證；及
(b) 在給予該保證之前，擱置所有法律程序。
(3) 在本條中—
公司 (company) 指— (a) 有限公司；或
(b) 在香港以外地方成立為法團的公司。
條： 906 關於私人檢控的保留條文 L.N. 163 of 2013 03/03/2014
本條例中任何關乎律政司司長提起刑事法律程序的條文，並不阻止任何人提起或進行任何該等法律
程序。
條： 907 關於享有保密權通訊的保留條文 L.N. 163 of 2013 03/03/2014
如律政司司長根據本條例提起針對某人的法律程序，本條例不得視為規定任何人須披露該人基於法
律專業保密權的理由而有權拒絕披露的資料。
條： 908 採用無紙化方式持有及轉讓股份及債權證
附註：
尚未實施
附表8(載有關乎採用無紙化方式持有及轉讓股份及債權證的修訂)具有效力。
第 622 章 - 《公司條例》 358
條： 909 訂立規例的權力 L.N. 163 of 2013 03/03/2014
(1) 財政司司長可就任何根據本條例須訂明或獲准訂明的事宜，訂立規例。
(2) 如行政長官會同行政會議或財政司司長根據本條例另一部獲賦權就有關事宜訂立規例，則第(1)
款不適用。
條： 910 關於根據本條例訂立的規例的補充條文 L.N. 163 of 2013 03/03/2014
由行政長官會同行政會議或由財政司司長根據本條例訂立的附屬法例，可—
(a) 就不同個案或不同類別的個案，訂立不同條文；及
(b) 載有行政長官會同行政會議或財政司司長(視屬何情況而定)認為合適的相應、過渡性、保
留、附帶或補充條文。
條： 911 財政司司長及處長可修訂附表 L.N. 163 of 2013 03/03/2014
(1) 財政司司長可藉於憲報刊登的公告，修訂附表1、2、3、4、5或7。
(2) 處長可藉於憲報刊登的公告，修訂附表6。
部： 21 相應修訂、過渡性條文及保留條文 L.N. 163 of 2013 03/03/2014
(*格式變更─2013年第1號編輯修訂紀錄)
__________________________________________________________________________ 註：
* 第21部的格式已按現行法例樣式更新。
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相應及相關修訂 L.N. 163 of 2013 03/03/2014
條： 912 對成文法則的修訂 L.N. 163 of 2013 03/03/2014
(1) 附表9及10指明的成文法則現予修訂，修訂方式列於該等附表。
(2) 財政司司長可藉於憲報刊登的公告—
(a) 修訂附表9或10，以對任何成文法則作出因本條例任何條文開始實施而屬必要的相應或相關
修訂；或
(b) (如附表9或10的任何條文不再屬因本條例任何條文開始實施而屬必要者)廢除該條文。
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過渡性條文及保留條文 L.N. 163 of 2013 03/03/2014
條： 913 過渡性條文及保留條文 L.N. 163 of 2013 03/03/2014
(1) 附表11列明的過渡性條文及保留條文，具有效力。
(2) 財政司司長可藉於憲報刊登的公告，修訂附表11。
第 622 章 - 《公司條例》 359
條： 914 保留條文的延伸效力 L.N. 163 of 2013 03/03/2014
(1) 如《前身條例》的條文被第912條廢除，但該條文在被廢除後，根據附表11或憑藉《釋義及通則
條例》(第1章)第23條，或同時根據該附表及憑藉該條，具有持續效力，則本條適用。
(2) 第(1)款所述的、對《前身條例》的條文的效力作出的保留，延伸至符合以下說明的《前身條
例》其他條文—
(a) 界定首述條文所用的詞句的其他條文；或
(b) 首述條文的解釋，是按照該其他條文作出的。
(3) 第(1)款所述的、對《前身條例》中訂立罪行的條文的效力作出的保留，延伸至《前身條例》附
表12中關乎該條文的記項。
(4) 凡《前身條例》的某條文如第(1)款所述般具有持續效力，如在緊接該條文被第912條廢除前，
有《前身條例》附表8指明的費用須就該條文所規定或授權的事宜，或就根據該條文規定或授權
的事宜，而向處長支付，則在緊接被廢除前有效的《前身條例》第304(1)及(2)條及該附表，須
就該事宜而繼續適用。
(5) 在第(7)及(9)款的規限下，第(1)款所述的、對《前身條例》中提述訂明或指明格式或表格或提
述訂明方式的條文的效力作出的保留，如有關格式或表格的訂明或指明或有關方式的訂明，是
根據某項權力作出的，則該項保留延伸至該格式、表格或方式，亦延伸至該項權力。
(6) 如有關的《前身條例》條文提述指明格式或表格，處長可—
(a) 為有關目的指明另一格式或表格；及
(b) 為施行第(7)(b)款而就該另一格式或表格定出日期。
(7) 如處長根據第(6)款行使權力，則—
(a) 在根據第(6)(b)款定出的日期前，有關的《前身條例》條文的效力，須解釋為亦提述根據
第(6)(a)款指明的格式或表格；及
(b) 在該日期當日或之後，有關的《前身條例》條文的效力，須解釋為只提述的該格式或表
格。
(8) 如有關的《前身條例》條文規定某人須就該條例的某目的，向處長述明或提供某些事宜、詳情
或資料，但沒有規定該事宜、詳情或資料須在指明格式或表格內述明或提供，則處長可—
(a) 為該目的指明格式或表格；及
(b) 為施行第(9)款而就該格式或表格定出日期。
(9) 如處長根據第(8)款行使權力，有關的《前身條例》條文的效力，須解釋為規定在根據第(8)(b)
款定出的日期當日或之後，有關事宜、詳情或資料須在第(8)(a)款指明的格式或表格內述明或
提供。
條： 915 關於虛假陳述的罪行 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 《前身條例》的條文被第912條廢除，但該條文在被廢除後，根據附表11或憑藉《釋義及通
則條例》(第1章)第23條，或同時根據該附表及憑藉該條，具有持續效力；及
(b) 在該條文被廢除後，該條文規定須提交或製備申報表、報告、證明書、資產負債表或其他
文件，或須為該條文的施行而提交或製備申報表、報告、證明書、資產負債表或其他文
件。
(2) 任何人如在上述申報表、報告、證明書、資產負債表或文件內，故意作出一項在要項上屬虛假
的陳述而又明知該項陳述是虛假的，該人即屬犯罪。
(3) 任何人犯第(2)款所訂罪行，可處第6級罰款及監禁6個月。
第 622 章 - 《公司條例》 360
(4) 本條不影響—
(a) 《刑事罪行條例》(第200章)第V部的實施；或
(b) 《盜竊罪條例》(第210章)第19、20或21條的實施。
條： 916 展開法律程序的時效 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 《前身條例》的條文被第912條廢除，但該條文在被廢除後，根據附表11或憑藉《釋義及通
則條例》(第1章)第23條，或同時根據該附表及憑藉該條，具有持續效力；及
(b) 在該條文被廢除後，有人犯該條文所訂的罪行。
(2) 儘管有《裁判官條例》( 第227章)第26條的規定，關乎上述罪行的告發或申訴，只要—
(a) 在該罪行發生後的3年內；及
(b) 在律政司司長知悉助控證據的日期後的12個月內，提起或作出，便可予以審訊。
(3) 就本條而言，律政司司長就其知悉助控證據的日期發出的證明書，即為該日期的確證。
(4) 本條不適用於在1973年3月1日前所犯的罪行。
(5) 在本條中—
助控證據 (supporting evidence) 指律政司司長認為足以支持法律程序的提起屬有理可據的證據。
條： 917 罰款的運用 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 《前身條例》的條文被第912條廢除，但該條文在被廢除後，根據附表11或憑藉《釋義及通
則條例》(第1章)第23條，或同時根據該附表及憑藉該條，具有持續效力；及
(b) 在該條文被廢除後，原訟法庭或裁判官根據該條文施加罰款。
(2) 原訟法庭或裁判官在施加罰款時，可指示將罰款的全數或任何部分—
(a) 用作或用於支付有關法律程序的訟費；或
(b) 在討得該罰款是源自某人的告發或某人進行訴訟的情況下，用作或用於酬賞該人。
(3) 除根據第(2)款作出的指示另有規定外，上述罰款須撥作政府一般收入。
(4) 儘管任何其他條例有任何規定，第(3)款仍屬有效。
條： 918 關於私人檢控的保留條文 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 《前身條例》的條文被第912條廢除，但該條文在被廢除後，根據附表11或憑藉《釋義及通
則條例》(第1章)第23條，或同時根據該附表及憑藉該條，具有持續效力；及
(b) 該條文關乎律政司司長提起的刑事法律程序。
(2) 上述條文並不阻止任何人提起或進行任何刑事法律程序。
條： 919 關於特權通訊的保留條文 L.N. 163 of 2013 03/03/2014
(1) 如有以下情況，本條適用—
(a) 《前身條例》的條文被第912條廢除，但該條文在被廢除後，根據附表11或憑藉《釋義及通
則條例》(第1章)第23條，或同時根據該附表及憑藉該條，具有持續效力；及
(b) 在該條文被廢除後，律政司司長根據該條文提起針對某人的法律程序。
(2) 上述條文不得視為規定曾擔任被告人的律師的人，須披露該人以該身分取得的特權通訊。
第 622 章 - 《公司條例》 361
部：
分部：
21
3
補充條文 L.N. 163 of 2013 03/03/2014
條： 920 本部等不減損第1章第23條的效力 L.N. 163 of 2013 03/03/2014
除本部或附表9、10或11另有規定外，本部及該等附表的條文增補而非減損《釋義及通則條例》(第1
章)第23條。
條： 921 法律的持續有效 L.N. 163 of 2013 03/03/2014
(1) 如本條例將另一條例的條文廢除，並將該條文再制定(不論是否加以修改)，則本條適用。
(2) 上述廢除及再制定不影響有關法律的持續有效。
(3) 根據上述被廢除條文作出或為該條文的目的作出的事情(包括訂立附屬法例)，或猶如根據該條
文作出或猶如為該條文的目的作出般具有效力的事情(包括訂立附屬法例)，如可根據本條例的
相應條文作出或為該相應條文的目的作出，且在緊接該相應條文的生效日期前是有效或具有效
力的，則在該生效日期後仍然有效，猶如是根據該相應條文或為該相應條文的目的作出一樣。
(4) 在任何條例、文書或文件中，提述(不論是以明示或默示方式提述)本條例的條文，在文意許可
下，須在相應的被廢除條文就之具有效力的時間、情況及目的的範圍內，解釋為包括對該相應
條文的提述。
(5) 在任何條例、文書或文件中，提述(不論是以明示或默示方式提述)被廢除條文，在文意許可
下，須在本條例的相應條文就之具有效力的時間、情況及目的的範圍內，解釋為或(按文意解釋
為)包括對本條例的該相應條文的提述。
(6) 本條的效力，須受本條例所載的任何特定過渡性條文或保留條文的規限。
附表： 1 母企業及附屬企業 L.N. 163 of 2013 03/03/2014
[第16及911條]
1. 釋義
在本附表中—
企業 (undertaking) 指— (a) 法人團體；
(b) 合夥；或
(c) 經營(不論是否為牟利)某行業或業務的不屬法團的組織；
股份(shares)— (a) 就有股本的企業而言，指已配發的股份；
(b) 就有股本以外形式的資本的企業而言，指分攤該企業的資本的權利；或
(c) 就沒有資本的企業而言，指符合以下說明的權益—
(i) 賦予分享該企業的利潤的權利，或導致分擔該企業的損失的法律責任；或
(ii)導致產生在該企業清盤時分擔該企業的債項或開支的責任。
2. 母企業
第 622 章 - 《公司條例》 362
(1) 就本條例而言，如某企業(前者)與另一企業(後者)有以下情況，則前者即屬後者的母企業 —
(a) 兩者均屬法人團體，而前者是後者的控權公司；或
(b) 兩者並非均屬法人團體，而—
(i) 前者持有後者的過半數表決權；
(ii)前者是後者的成員，並有權利委任或罷免後者的董事局的過半數董事；或
(iii) 前者是後者的成員，並依據與其他股東或成員達成的協議，單獨控制後者的
過半數表決權。
(2) 就本條例而言，如某企業(前者)憑藉— (a) 任何組成或規管另一企業(後者)的文件所載的條文，因而有權利對後者發揮具支配性
的影響力；或
(b) 一份書面合約，因而有權利對後者發揮具支配性的影響力，而該合約—
(i) 是屬任何組成或規管後者的文件所批准的類別；而且
(ii)是後者據以設立的法律所准許的，
則前者亦屬後者的母企業。
(3) 在第(1)(b) 款中，提述企業的表決權—
(a) 就有股本的企業而言，即提述就成員的股份而賦予該等成員的權利；或
(b) 就沒有股本的企業而言—
(i) 如該企業須舉行成員大會，並在該大會上藉表決權的行使而決定各項事宜的，即
提述賦予成員的在該大會上就所有事宜或大致上所有事宜投票的權利；或
(ii)如該企業無須舉行上述成員大會，即提述根據該企業的章程就該企業的整體政策
作出指示或修改該章程的條款的權利。
(4) 就第(1)(b)款而言，如某企業(前者)與另一企業(後者)有以下情況，則前者即屬後者的成 員—
(a) 代前者或其任何附屬企業行事的人，持有後者的股份；或
(b) 前者的任何附屬企業，是後者的成員。
(5) 就第(1)(b)(ii)款而言，提述委任或罷免董事局的過半數董事的權利，即提述委任或罷免
在董事會議上就所有事宜或大致上所有事宜持有過半數表決權的董事的權利。
(6) 就第(5) 款而言—
(a) 在決定某企業是否有委任或罷免董事的權利時，得到另一人的同意方可行使的權利，
須不予理會，但如沒有其他人有該權利，則屬例外；及
(b) 如—
(i) 某人獲委任為某企業的董事，必然會獲委任為有關的另一企業的董事；或
(ii)董事席位是由某企業本身擔任的，
則該企業即屬有委任董事的權利。
(7) 就第(2)款而言，除非—
(a) 某企業(前者)有權利就另一企業(後者)的營運及財務政策給予指示；而且 (b) 不論該指示是否對後者有利，後者的一眾董事或過半數董事均有責任遵從該指示，
否則前者不屬有權利對後者發揮具支配性的影響力。
3. 補充本附表第2條的條文
(1) 就本附表而言，由某企業(前者)的附屬企業持有的權利，須視為由前者持有。 (2) 就本附表而言—
第 622 章 - 《公司條例》 363
(a) 在不局限(b)段的原則下，如任何權利在某些情況下方可行使，則只有—
(i) 當該等情況已出現並且在該等情況持續存在之時，才須考慮該權利；或
(ii)當該等情況是在擁有該權利的人的控制範圍內之時，才須考慮該權利；及
(b) 在正常情況下可行使但暫時不能行使的權利，須繼續予以考慮。
(3) 就本附表而言—
(a) 某人以受信人身分持有的權利，須視為並非由該人持有；及
(b) 某人以另一人的代名人的身分持有的權利，須視為由該另一人持有。
(4) 就本附表而言，由某人(前者)持有的權利，如得到另一人(後者)的指示或同意方可行使， 則該權利須視為由前者以後者的代名人的身分持有。
(5) 就本附表而言，凡有附於作為保證而持有的股份的權利—
(a) 如除了為保存該保證的價值或將該保證套現而行使該權利外，該權利只可按照提供該
保證的人的指示而行使；或
(b) 如—
(i) 該等股份的持有，是關乎作為正常業務活動的一部分而批出貸款的；及
(ii)除了為保存該保證的價值或將該保證套現而行使該權利外，該權利只可為提供該
保證的人的權益而行使，
則該權利須視為由提供該保證的人持有。
(6) 第(3)及(5)款並不規定由母企業持有的權利須視為由其任何附屬企業持有。
(7) 就第(5)款而言，如某權利可按照某企業的任何企業集團的指示而行使，則該權利須視為可
按照該企業的指示而行使；如某權利可為某企業的任何企業集團的權益而行使，則該權利
須視為可為該企業的權益而行使。
(8) 在本條中，如某企業(前者)— (a) 是另一企業(後者)的母企業或附屬企業；或 (b) 是另一企業(後者)的任何母企業的附屬企業， 則前者即屬後者的企業集團。
4. 附屬企業
(1) 就本條例而言，如某企業(前者)是另一企業(後者)的母企業，則後者即屬前者的附屬企 業。
(2) 就本條例而言，如某企業(前者)的母企業，是另一企業(後者)的附屬企業，則前者亦屬後 者的附屬企業。
附表： 2 法團成立表格的內容 L.N. 163 of 2013 03/03/2014
附註：
附表2第3(1)(a)(iii)及(2)條尚未實施。
[第68、74、85、
114及911條]
第1部
公司的詳情及陳述
第 622 章 - 《公司條例》 364
1. 關於公司的詳情及陳述
為施行第68(1)(a)條而指明的詳情及陳述是—
(a) 有關公司建議採用的名稱；
(b) 該公司在香港的註冊辦事處的建議地址；
(c) 一項陳述，述明該公司將會是股份有限公司、擔保有限公司抑或無限公司；
(d) (如該公司將會是股份有限公司或無限公司)一項陳述，述明該公司將會是私人公司抑
或公眾公司；及
(e) (如該公司將會是擔保有限公司)該公司建議註冊的成員人數。
第2部
創辦成員的詳情
2. 創辦成員的詳情
為施行第68(1)(b)條而指明的詳情，是有關創辦成員的姓名或名稱及地址。
第3部
建議高級人員的詳情及陳述
3. 董事的詳情
(1) 為施行第68(1)(c)(i)條而指明的詳情是—
(a) (如有關人士是自然人)—
(i) 現時的名字及姓氏、前用名字或姓氏(如有的話)及別名(如有的話)；
(ii)通常住址；
(iii) 通訊地址；及
(iv)身分證號碼或( 如該人沒有身分證)所持有的任何護照的號碼及簽發國家；或
(b) (如該人是法人團體)其法人名稱及註冊辦事處或主要辦事處的地址。
(2) 為施行第(1)(a)(iii)款，通訊地址不得是郵政信箱號碼。
4. 關於董事的陳述
為施行第68(1)(c)(ii)條而指明的陳述是—
(a) (如有關人士是有關法團成立表格的簽署人)一項由該人作出的陳述，述明—
(i) 該人已同意擔任有關公司的董事；及
(ii)(如該人是自然人)該人已年滿18歲；或
(b) (如該人並非該法團成立表格的簽署人)—
(i) 一項由該人作出的陳述，述明該人已同意擔任該公司的董事，及(如該人是自然
人)該人已年滿18歲；或
(ii)一項由該簽署人作出的陳述，述明該人已同意擔任該公司的董事，及(如該人是自
然人)該人已年滿18歲。
第 622 章 - 《公司條例》 365
5. 公司秘書的詳情
(1) 為施行第68(1)(d)條而指明的詳情是—
(a) (如有關人士是自然人但並非(c)段所涵蓋的人)—
(i) 現時的名字及姓氏、前用名字或姓氏( 如有的話)及別名( 如有的話)；
(ii)通訊地址；及
(iii) 身分證號碼或(如該人沒有身分證)所持有的任何護照的號碼及簽發國家；
(b) (如該人是法人團體但並非(c)段所涵蓋的人)其法人名稱及註冊辦事處或主要辦事處的
地址；或
(c) (如該人是某商號的合夥人，而該商號的所有合夥人均是該公司的聯名公司秘書)該商
號的名稱及該商號的主要辦事處的地址。
(2) 為施行第(1)(a)(ii)款，通訊地址須是一個在香港的地方，且不得是郵政信箱號碼。
6. 釋義
(1) 在本部中—
名字(forename)包括教名或取名； 住址(residential address)—
(a) 不包括在酒店的地址，但如該地址所關乎的人據稱就本部而言並無其他永久地址，則
屬例外；及
(b) 不包括郵政信箱號碼；
姓氏(surname)就通常以有別於其姓氏的稱銜為人所認識的人而言，指該稱銜； 簽署人(signatory)就法團成立表格而言，指為施行第69條而簽署該表格的創辦成員。 (2) 在本部中，提述前用名字或姓氏—
(a) 就任何人而言，不包括—
(i) 在該人年滿18歲之前已被更改或棄用的名字或姓氏；及
(ii)已被更改或棄用最少20年的名字或姓氏；
(b) 就通常以有別於其姓氏的稱銜為人所認識的人而言，不包括該人於採用或繼承該稱銜
之前為人所認識的姓名；及
(c) 就已婚女士而言，不包括她於婚前為人所認識的姓名或姓氏。
第4部
關於章程細則的陳述
7. 關於章程細則的陳述
為施行第68(1)(e)條而指明的陳述是—
(a) 一項陳述，述明有關公司的章程細則已獲每名建議在該公司組成時成為該公司成員的
人，為第67(1)(a)條的目的而簽署；及
(b) 一項陳述，述明根據第67(1)(b)(ii)條交付的公司的章程細則的文本的內容，與該章
程細則的內容相同，不論該文本是否連同顯示有關簽名及簽署日期的部分( 載於有關
文件正本內者)。
第 622 章 - 《公司條例》 366
第5部
股本及最初的股份持有情況的陳述
8. 股本及最初的股份持有情況的陳述
(1) 為施行第68(2)條而指明的陳述，是符合以下說明的陳述—
(a) 述明有關公司建議在其組成時發行的股份總數；
(b) 述明該公司的創辦成員將會在該公司組成時認購的股本總額；
(c) 述明將按或視為已按該公司建議在其組成時發行的股份的總數繳付的款額，及尚未或
視為尚未按該等股份的總數繳付的款額；
(d) 如該等股本將會在該公司組成時，分為不同類別的股份，則亦述明該等類別，並就每
個類別的股份而言，述明—
(i) 該公司建議在其組成時發行的該類別的股份總數；
(ii)該公司的創辦成員將會在該公司組成時認購的該類別的股本總額；
(iii) 將按或視為已按該公司建議在其組成時發行的該類別的股份的總數繳付的款
額，及尚未或視為尚未按該等股份的總數繳付的款額；
(iv)該類別股份所附帶的表決權的詳情，包括只在某些情況下產生的權利；
(v) 該類別股份所附帶的、在分派股息時參與分派的權利的詳情；
(vi)該類別股份所附帶的、在分派股本時(包括清盤時進行的分派)參與分派的權利的
詳情；及
(vii) 該類別股份是否屬可贖回股份；及
(e) 就每名創辦成員，述明該公司建議在其組成時向該成員發行的股份數目，及該成員將
會在該公司組成時認購的股本總額。
(2) 如建議在有關公司組成時向某創辦成員發行的股份，屬於2個或多於2個類別，則第(1)(e)
款規定的資料須就每個類別的股份而述明。
附表： 3 為第361至366條指明的歸類條件 L.N. 163 of 2013 03/03/2014
[第360、361、362、
363、364、365、
366及911條]
1. 歸類的條件
(1) 為施行第361(1)、(2)及(3)條而指明的條件是—
(a) (假若公司就有關財政年度符合歸類為小型私人公司的資格)在該公司的關乎該財政年
度的周年財務報表反映的、該公司在該財政年度的收入總額，不超過$100000000；
(b) (假若公司就有關財政年度符合歸類為小型私人公司的資格)在該公司的關乎該財政年
度的周年財務報表反映的、該公司在關乎該財政年度的財務狀況表的日期的資產總
額，不超過$100000000；及
(c) 在該財政年度內，公司的平均僱員人數不超過100人。
(2) 為施行第361(4)條而指明的條件是—
(a) 在公司的關乎有關財政年度的周年財務報表反映的、該公司在該財政年度的收入總
第 622 章 - 《公司條例》 367
額，不超過$100000000；
(b) 在公司的關乎該財政年度的周年財務報表反映的、該公司在關乎該財政年度的財務狀
況表的日期的資產總額，不超過$100000000；及
(c) 在該財政年度內，公司的平均僱員人數不超過100人。
(3) 為施行第362(1)、(2)及(3)條而指明的條件是—
(a) (假若公司就有關財政年度符合歸類為合資格私人公司的資格)在該公司的關乎該財政
年度的周年財務報表反映的、該公司在該財政年度的收入總額，不超過$200000000；
(b) (假若公司就有關財政年度符合歸類為合資格私人公司的資格)在該公司的關乎該財政
年度的周年財務報表反映的、該公司在關乎該財政年度的財務狀況表的日期的資產總
額，不超過$200000000；及
(c) 在該財政年度內，公司的平均僱員人數不超過100人。
(4) 為施行第362(4)條而指明的條件是—
(a) 在公司的關乎有關財政年度的周年財務報表反映的、該公司在該財政年度的收入總
額，不超過$200000000；
(b) 在公司的關乎該財政年度的周年財務報表反映的、該公司在關乎該財政年度的財務狀
況表的日期的資產總額，不超過$200000000；及
(c) 在該財政年度內，公司的平均僱員人數不超過100人。
(5) 為施行第363(1)、(2)及(3)條而指明的條件是︰假若公司就有關財政年度符合歸類為小型
擔保公司的資格，在該公司的關乎該財政年度的周年財務報表反映的、該公司在該財政年
度的收入總額，不超過$25000000 。
(6) 為施行第363(4) 條而指明的條件是︰在公司的關乎有關財政年度的周年財務報表反映的、
該公司在該財政年度的收入總額，不超過$25000000。
(7) 為施行第364(1)、(2)、(3)、(4)及(5)條而指明的條件是︰集團內的每一間公司，就有關
財政年度而言，均符合歸類為小型私人公司的資格。
(8) 為施行第364(1)、(2)及(3)條而指明的條件是—
(a) 集團在有關財政年度的收入總額的總數， 不超過$100000000；
(b) 集團在關乎該財政年度的財務狀況表的日期的資產總額的總數，不超過$100000000；
及
(c) 在該財政年度內，集團的僱員人數的總數不超過100人。
(9) 為施行第364(4)及(5)條而指明的條件是—
(a) 集團在有關財政年度的收入總額的總數， 不超過$100000000；
(b) 集團在關乎該財政年度的財務狀況表的日期的資產總額的總數，不超過$100000000；
及
(c) 在該財政年度內，集團的僱員人數的總數不超過100人。
(10) 為施行第365(1)、(2)、(3)、(4)及(5)條而指明的條件是︰集團內的每一間公司，就
有關財政年度而言，均符合歸類為合資格私人公司的資格。
(11) 為施行第365(1)、(2)及(3)條而指明的條件是—
(a) 集團在有關財政年度的收入總額的總數， 不超過$200000000；
(b) 集團在關乎該財政年度的財務狀況表的日期的資產總額的總數，不超過$200000000；
及
(c) 在該財政年度內，集團的僱員人數的總數不超過100人。
(12) 為施行第365(4)及(5)條而指明的條件是—
(a) 集團在有關財政年度的收入總額的總數，不超過$200000000；
(b) 集團在關乎該財政年度的財務狀況表的日期的資產總額的總數，不超過$200000000；
第 622 章 - 《公司條例》 368
及
(c) 在該財政年度內，集團的僱員人數的總數不超過100人。
(13) 為施行第366(1)、(2)及(3)條而指明的條件是—
(a) 集團內的每一間公司，就有關財政年度而言，均符合歸類為小型擔保公司的資格；及
(b) 集團在該財政年度的收入總額的總數，不超過$25000000。
(14) 為施行第366(4)及(5)條而指明的條件是—
(a) 集團內的每一間公司，就有關財政年度而言，均符合歸類為小型擔保公司的資格；及
(b) 集團在該財政年度的收入總額的總數，不超過$25000000。
(15) 在第(1)、(3)、(5)、(7)、(8)、(10)、(11)及(13)款中—
(a) 為施行第361(2)、362(2)、363(2)、364(2)、365(2)或366(2)條提述公司財政年度，
包括該公司就《前身條例》而言的、在本條開始實施後的該公司的首個財政年度的對
上一個財政年度；及
(b) 提述公司的周年財務報表，如關乎該公司就《前身條例》而言的財政年度，即提述關
乎該財政年度的公司帳目。
2. 補充本附表第1條的條文
(1) 為施行本附表第1(1)(a)、(2)(a)、(3)(a)、(4)(a)、(5)、(6)、(8)(a)、(9)(a)、
(11)(a)、(12)(a)、(13)(b)及(14)(b)條，如某財政年度的長度不足或超過12個月，則須
在猶如該財政年度是12 個月的情況下，按比例計算該財政年度的收入總額。
(2) 為施行本附表第1(8)、1(11)及(13)(b)條，在計算集團的收入或資產總額的總數時—
(a) 須將該集團內每一間公司的以下收入或資產( 視屬何情況而定)的總額相加：假若該集
團符合歸類為小型私人公司集團、合資格私人公司集團或小型擔保公司集團(視屬何情
況而定) 的資格，有關公司的關乎有關財政年度的周年財務報表或周年綜合財務報表
反映的、該公司的收入或資產(視屬何情況而定)的總額；及
(b) 計算須建基於就該集團內的公司之間進行的交易而作的抵銷及其他調整已經作出。
(3) 為施行本附表第1(9)、1(12)及(14)(b)條，在計算集團的收入或資產總額的總數時—
(a) 須將該集團內的每一間公司的關乎有關財政年度的周年財務報表或周年綜合財務報表
反映的、該公司的收入或資產( 視屬何情況而定) 的總額相加；及
(b) 計算須建基於就該集團內的公司之間進行的交易而作的抵銷及其他調整已經作出。
(4) 為施行本附表第1(8)(c)、(9)(c)、(11)(c)及(12)(c)條，在計算集團在某財政年度僱員人
數的總數時，須將該集團內的每一間公司在該財政年度的平均僱員人數相加。
(5) 為施行第(4) 款及本附表第1(1)(c)、(2)(c)、(3)(c)及(4)(c)條，公司在某財政年度的平
均僱員人數，是運用以下公式計算所得之數—
M
—
N
其中—
M 代表將在該財政年度內的所有月份終結時的公司僱員人數相加後的總數；
N 代表該財政年度內的月份的數目。
(6) 在第(2)(a)及(3)(a)款中，提述公司的周年財務報表或周年綜合財務報表，如關乎本附表
第1(15)(a)條所述的該公司就《前身條例》而言的財政年度，即提述關乎該財政年度的公
司帳目或集團帳目。
第 622 章 - 《公司條例》 369
附表： 4 會計披露 L.N. 163 of 2013 03/03/2014
[第358、380及911條]
第1部
公司(不論是否在提交報告方面獲豁免)須作出的披露
1. 獲授權貸款的總額
關乎某財政年度的財務報表，須以獨立的總目載列於該財政年度內，在第280及281條的權限下
作出的尚未清償的貸款的總額。
2. 周年綜合財務報表的附註須載有財務狀況表
(1) 關乎某財政年度的周年綜合財務報表須—
(a) 在其附註內，載有關乎該財政年度的控權公司的財務狀況表；及
(b) 加入披露控權公司的儲備的變動的附註。
(2) 儘管有第380(4)條的規定，關乎某財政年度的周年綜合財務報表的附註所載的、控權公司
的財務狀況表，不須載有任何附註。
(3) 上述財務狀況表的格式，須為假使有關控權公司不須就有關財政年度擬備周年綜合財務報
表便會採用作為擬備該財務狀況表的格式。
3. 附屬企業的財務報表須載有關於最終母企業的詳情
(1) 如公司在某財政年度終結時，是另一企業的附屬企業，則本條適用。
(2) 關乎有關財政年度的公司財務報表的附註須載有—
(a) 被董該企業不事視為該公司的最終母企業的企業的名稱；及
(b) 董事所知的關於該企業的以下資料—
(i) (如該企業是法人團體)其成立為法團所在的國家；
(ii)(如是法人團體)其主要營業地點的地址。
4. 對適用的會計準則的符合
關乎某財政年度的財務報表須述明—
(a) 該報表是否按照第380條所指的適用的會計準則擬備；及
(b) (如非如此擬備)與該準則有事關重要的偏離之處的詳情及原因。
第2部
公司(不屬在提交報告方面獲豁免者)須作出的披露
1. 核數師的酬金
(1) 關乎某財政年度的公司財務報表，須以獨立的總目述明核數師的酬金的款額。
第 622 章 - 《公司條例》 370
(2) 在本條中—
酬金(remuneration)就公司的核數師而言，包括該公司就該核數師的開支而支付的款項。
附表： 5 董事報告的內容：業務審視 L.N. 163 of 2013 03/03/2014
[第388及911條]
1. 關乎某財政年度的董事報告須載有一項包含以下項目的業務審視—
(a) 對公司業務的中肯審視；
(b) 對公司面對的主要風險及不明朗因素的描述；
(c) 在該財政年度終結後發生的、對公司有影響的重大事件的詳情；及
(d) 公司業務相當可能有的未來發展的揭示。
2. 在對了解公司業務的發展、表現或狀況屬必需的範圍內，業務審視須包含—
(a) 運用財務關鍵表現指標進行的分析；
(b) 對以下事宜的探討—
(i) 公司的環境政策及表現；及
(ii)公司遵守對該公司有重大影響的有關法律及規例的情況；及
(c) 公司與其僱員、顧客及供應商的重要關係的說明以及公司與符合以下說明的其他人士
的重要關係的說明：該人士對該公司有重大影響，而該公司的興盛繫於該人士。
3. 如某資料是關於短期內會出現的發展或事宜的，但該發展或事宜正處於商議過程中，而董事認
為披露該資料會嚴重損害公司的利益，則本附表不規定披露該資料。
4. 本附表就根據第388(2) 條須擬備的董事報告具有效力，猶如提述有關公司，是提述—
(a) 該公司；及
(b) 關乎有關財政年度的周年綜合財務報表所涵蓋的附屬企業。
5. 在本附表中—
關鍵表現指標(key performance indicators) 指符合以下說明的因素：公司業務的發展、表現 或狀況，可藉參照該等因素而得以有效地衡量。
附表： 6 周年申報表須載有的資料及周年申報表須隨附的文件 L.N. 163 of 2013 03/03/2014
附註：
附表6第3及4條尚未實施。
[第664及911條]
第1部
周年申報表須載有的資料
1. 第662(1)或(3)條所指的周年申報表，須載有有關公司的以下資料—
(a) 該公司的名稱，其註冊編號及商業名稱( 如有的話)；
(b) 該公司的類別；
(c) 該公司的註冊辦事處地址；
(d) 該申報表的結算日期；
(e) 該公司就所有符合以下說明的按揭及押記的負債總額的詳情—
第 622 章 - 《公司條例》 371
(i) 根據本條例須向處長登記的；或
(ii)若於1912年1月1日後設定便須如此登記的；
(f) 如屬有股本的公司—
(i) 關乎該公司的成員及股本的詳情；及
(ii)(如該公司曾將其任何股份轉換為股額，並已向處長發出轉換股份通知) 每名現有
成員所持有的股額；
(g) 如屬無股本的公司( 註冊為無限成員人數的公司除外)︰該公司的成員人數；
(h) 如公司紀錄備存於公司註冊辦事處以外的地方︰該地方的地址及備存於該地方的公司
紀錄；
(i) 關於以下人士的詳情—
(i) 在有關申報表的日期擔任該公司董事或備任董事的人；及
(ii)在該日期擔任該公司的公司秘書的人，而該等詳情須屬本條例規定須就該等人士
而載於公司的董事登記冊及公司秘書登記冊的。
2. 如屬上市公司，則本附表第(1)(f)(i)條規定的關於成員的詳情，僅限於關於符合以下說明的成
員的詳情︰在有關申報表的日期，持有該公司任何類別股份中的5%或多於5%發行股本的。
3. 如董事或備任董事是自然人，本附表第1(i)條規定的詳情，不包括—
(a) 載於有關董事登記冊作為該董事或備任董事的通常住址的地址；及
(b) 該董事的身分證或護照的完整號碼，或該備任董事的身分證或護照的完整號碼。
4. 如公司秘書是自然人，本附表第1(i)條規定的詳情，不包括該公司秘書的身分證或護照的完整
號碼。
5. 如屬按照第636(1)條備存成員登記支冊的公司，則如該登記支冊的記項的文本尚未送抵該公司
的註冊辦事處，有關周年申報表無需載有該等記項的詳情。該等詳情在其關乎須載於周年申報
表的事項的範圍內，須在該等記項的文本送抵該公司的註冊辦事處之後，載於下一份申報表
內。
第2部
須載於私人公司的周年申報表的附加資料
6. 第662(1)條所指的周年申報表，亦須載有關於私人公司的以下資料—
(a) 述明以下事項的陳述書—
(i) 自最近一份申報表的日期起；或
(ii)(如屬首份申報表) 自該公司成立為法團的日期起，
該公司並沒有發出邀請，以邀請公眾人士認購該公司的任何股份或債權證；及
(b) (如有關周年申報表披露該公司的成員人數超過50名)述明以下事項的陳述書：超出50
名之數全屬根據第11(2)條於計算該公司成員人數時不包括在內的人。
第3部
公眾公司或擔保有限公司的周年申報表
須隨附的文件
7. 根據第662(3)條所指的周年申報表須隨附—
(a) 根據第430條須送交該公司每名成員的文件的副本，該等副本須經該公司的一名董事或
第 622 章 - 《公司條例》 372
公司秘書核證為真實副本；及
(b) (如(a)段所述的任何文件所用的語文既非中文亦非英文)該文件的經核證中文或英文譯
本，而該譯本須附於該文件。
附表： 7 在某些條件下可不就之提起法律程序的罪行 L.N. 161 of 2013; L.N. 163 of 2013
03/03/2014
[第899及911條]
1. 第74(2)條所訂的罪行
2. 第124(3)條所訂的罪行
3. 第124(4)條所訂的罪行
4. 第662(6)條所訂的罪行
5. 第788(3)條所訂的罪行
6. 第789(3)條所訂的罪行
7. 第792(6)條(在該條與違反第792(1)或(2)條有關的範圍內)所訂的罪行 (由2013年第161號法律
公告增補)
8. 《公司(披露公司名稱及是否有限公司)規例》(第622章，附屬法例B)第7(1)或(2)條所訂的罪行
(由2013年第161號法律公告增補)
附表： 8 關乎採用無紙化方式持有及轉讓股份及債權證的修訂
附註：
尚未實施
[第908條]
1. 修訂本條例
本條例現予修訂，修訂方式列於本附表第2至14條。
2. 修訂第2條(釋義)
第2(1)條—
按筆劃數目順序加入
“訂明證券(prescribed securities)具有《證券及期貨條例》(第571章)第397(5)條給予 該詞的涵義；
《無紙化規則》(Scripless Rules)指根據《證券及期貨條例》(第571章)第397(1A)條訂立 的規則；”。
3. 修訂第134條(股份的性質及可轉讓性)
第134(2)條，在“轉讓”之後—
加入
“；而屬訂明證券的股份的轉讓或屬訂明證券的其他權益的轉讓，則同時受《無紙化規
第 622 章 - 《公司條例》 373
則》規限”。
4. 修訂第137條(在沒有相反證據下股份證明書是所有權的證明)
(1) 第137條—
將該條重編為第137(1)條。
(2) 在第137(1)條之後—
加入
“(2) 第(1)款並不影響第635條。”。
5. 修訂第144條(在配發後發出股份證明書)
第144條—
廢除第(2)款
代以
“(2)在以下情況下，第(1)款不適用—
(a) 有關股份是按照《無紙化規則》配發的訂明證券；或
(b) 有關股份並非訂明證券，而其發行條件另有規定。”。
6. 修訂第150條(關於轉讓文書的規定)
在第150(2)條之後—
加入
“(3)第(1)款不適用於按照《無紙化規則》作出的、屬訂明證券的股份的轉讓。”。
7. 修訂第153條(由遺產代理人作出轉讓)
第153條—
廢除
“文書簽立”
代以
“該股份或權益”。
8. 修訂第155條(在轉讓後發出股份證明書)
第155(3)條—
廢除(a)段
代以
“(a)以下股份的轉讓—
(i) 該等股份是按照《無紙化規則》轉讓的訂明證券；或
(ii)該等股份並非訂明證券，而其發行條件另有規定；”。
9. 修訂第318條(在配發後發出債權證或債權股證證明書)
第 622 章 - 《公司條例》 374
第318條—
廢除第(2)款
代以
“(2)在以下情況下，第(1) 款不適用—
(a) 有關債權證或債權股證是按照《無紙化規則》配發的訂明證券；或
(b) 有關債權證或債權股證並非訂明證券，而其發行條件另有規定。”。
10. 修訂第320條(關於轉讓文書的規定)
在第320(2)條之後—
加入
“(3)第(1)款不適用於按照《無紙化規則》作出的、屬訂明證券的債權證或債權股證的轉
讓。”。
11. 修訂第323條(在轉讓後發出債權證或債權股證證明書)
第323(3)條—
廢除(a)段
代以
“(a) 以下債權證或債權股證的轉讓—
(i) 該等債權證或債權股證是按照《無紙化規則》轉讓的訂明證券；或
(ii)該等債權證或債權股證並非訂明證券，而其發行條件另有規定；”。
12. 加入第627A條
在第627條之後—
加入
“627A. 就訂明證券而在登記冊作出的額外記項
(1) 如公司的股本分為不同類別的股份，而任何該等股份是訂明證券，則該公司須在其成
員登記冊內，記入下述事宜—
(a) 一項陳述，述明其股本分為不同類別的股份；
(b) 各類別的股份所附帶的表決權；
(c) 就其持有人無權在該公司的成員大會表決的股份類別而言，“無表決權” 的中文
字樣或“non voting” 的文字；及
(d) 任何其他《無紙化規則》規定須記入登記冊的事宜。
(2) 如股份被稱為優先股或具優先權的股份，第(1)(c)款不適用於該等股份。
(3) 如公司違反第(1)款，該公司及其每名責任人均屬犯罪，可各處第4 級罰款，如有關罪
行是持續的罪行，則可就該罪行持續期間的每一日，另各處罰款$700。”。
13. 修訂第635條(在沒有相反證據下登記冊是證明)
(1) 第635條—
將該條重編為第635(1)條。
(2) 在第635(1) 條之後—
第 622 章 - 《公司條例》 375
加入
“(2)在不局限第(1)款的原則下及在沒有相反證據的情況下，在有關成員登記冊內記錄某
人持有任何股份的記項，是該人對該股份的所有權的證明。”。
14. 修訂第696條(有權全面收購少數股東的股份的要約人的責任)
第696條—
廢除第(4) 款
代以
“(4)第(3)(a)(ii)款不規定要約人向公司送交關乎以下股份的轉讓文書—
(a) 當其時已發行但未交回股份權證所關乎的股份；或
(b) (如該等股份是按照《無紙化規則》轉讓的)屬訂明證券的股份。”。
附表： 9 對《公司條例》(第32章)及其附屬法例的相應及相關修訂 E.R. 1 of 2014 04/03/2014
[第912及920條]
1-164. (已失時效而略去—2014年第1號編輯修訂紀錄)
165.廢除《公司(豁免陳述營業額)令》
《公司(豁免陳述營業額)令》(第32章，附屬法例D)—
廢除該命令。
166.廢除《公司(指明名稱)令》
《公司(指明名稱)令》(第32章，附屬法例E)—
廢除該命令。
167-199. (已失時效而略去—2014年第1號編輯修訂紀錄)
200.廢除《公司(上市公司的財務摘要報告)規例》
《公司(上市公司的財務摘要報告) 規例》(第32章，附屬法例M)—
廢除該規例。
201.廢除《公司(修訂帳目及報告)規例》
《公司(修訂帳目及報告)規例》(第32章，附屬法例N)—
廢除該規例。
(編輯修訂—2013年第1號編輯修訂紀錄)
附表： 10 (已失時效而略去—2014年第1號編輯修訂紀錄) E.R. 1 of 2014 04/03/2014
1-480. (已失時效而略去—2014年第1號編輯修訂紀錄)
第 622 章 - 《公司條例》 376
附表： 11 過渡性條文及保留條文 L.N. 163 of 2013 03/03/2014
詳列交互參照：
188、189、190、191、192
附註：
附表11第115條尚未實施。
[第27、369及913條]
第1部
導言
1. 釋義
在本附表中—
廢除 (repeal) 指被第912條廢除，而被廢除亦須據此解釋。
第2部
為第2部作的過渡性安排及保留安排
2. 處長的職位
(1) 在緊接第21條的生效日期*前擔任或署理公司註冊處處長職位的人，繼續擔任或署理該職位
(視屬何情況而定)，猶如該人是根據第21(1)條獲委任一樣。
(2) 按根據《前身條例》第303(4)條作出的指示而製備的最後印章，須視為按根據第21(4)條作
出的指示而製備的印章。
(3) 行政長官在第21條的生效日期*前，根據《前身條例》第303(1)條指示或最後指示的地點，
須視為根據第21(3)條獲指定的地方。
第3部
為第3部作的過渡性安排及保留安排
3. 申請組成公司
(1) 本條適用於符合以下說明的待決申請—
(a) 在第3部第1分部的生效日期*前，為《前身條例》第14A(1)條的目的而向處長提出的；
而
(b) 在該日期前，該條例第15(1)條已就該申請獲遵守。
(2) 在緊接被廢除前有效的《前身條例》第4、5、6、9、10、11、12、14、14A、15、16、18、
18A、20、23及24條、該條例附表1的A、B、C、D及E表及《公司(指明名稱)令》(第32章，
第 622 章 - 《公司條例》 377
附屬法例E)，繼續就上述待決申請而適用。
4. 申請略去“Limited”等的處長特許證
在緊接被廢除前有效的《前身條例》第21(1)、(2)及(3)條，繼續就以下待決申請而適用：在第
3部第3分部第2次分部的生效日期*前，就批出《前身條例》第21(1)或(2)條所指的特許證交付
處長的申請。
5. 略去“Limited”等的特許證
根據《前身條例》第21(1)或(2)條批出的特許證，如在緊接第3部第3分部第2次分部的生效日期
*前屬有效，須視作為施行本條例而根據第103條批出的特許證。
6. 公司宗旨的修改
(1) 在緊接被廢除前有效的《前身條例》第8條，繼續就以下特別決議而適用：在第3部第2分部
第4次分部的生效日期*前，為《前身條例》第8(1)條的目的通過的特別決議。
(2) 在緊接被廢除前有效的《公司(費用及百分率)令》(第32章，附屬法例C)附表1第1(a)項，
繼續就以下呈請書而適用：按根據第(1)款具有持續效力的《前身條例》第8條提交的、關
乎確認修改章程大綱的呈請書。
7. 某些組織章程大綱的條件的修改
在緊接被廢除前有效的《前身條例》第8(2)(a)、(3)、(4)、(7)、(7A)及(8)及25A條，繼續就
以下特別決議而適用：在第3部第2分部第4次分部的生效日期*前，為《前身條例》第25A(1)條
的目的通過的特別決議。
8. 藉特別決議對章程細則作出修改
在緊接被廢除前有效的《前身條例》第13條，繼續就以下特別決議而適用：在第3部第2分部第4
次分部的生效日期*前，為《前身條例》第13(1)條的目的通過的特別決議。
9. 關乎《舊有公司條例》A表的保留條文
就—
(a) 不時有效的《1865年公司條例》(1865年第1號)附表1的A表而言，該A表在其適用於任
何原有公司的範圍內，不受本條例影響；
(b) 不時有效的《1911年公司條例》(1911年第58號)附表1的A表而言，該A表在其適用於任
何原有公司的範圍內，不受本條例影響；及
(c) 《前身條例》附表1的A表而言，該A表在其適用於任何原有公司的範圍內，不受本條例
影響。
10. 更改公司名稱的特別決議
第 622 章 - 《公司條例》 378
在緊接被廢除前有效的《前身條例》第20及22(1A)、(1B)、(7)及(8)條及《公司( 指明名稱)
令》(第32章，附屬法例E)，繼續就以下特別決議而適用：在第3部第3分部第3次分部的生效日
期*前，為《前身條例》第22(1)條的目的通過的特別決議。
11. 處長指示更改公司名稱
(1) 在緊接被廢除前有效的《前身條例》第22(5)及(6)條，繼續就以下指示而適用：在第3部第
3分部第3次分部的生效日期*前，由處長根據《前身條例》第22(2)、(3A)、(3B)或(4)條發
出的指示。
(2) 在緊接被廢除前有效的《前身條例》第22(7)及(8)及22A(2)、(3)及(4)條，繼續就以下指
示而適用：在第3部第3分部第3次分部的生效日期*前，由處長根據《前身條例》第22A(1)
或(1A)條發出的指示。
12. 無限公司重新註冊為有限公司
(1) 本條適用於符合以下說明的特別決議—
(a) 在第3部第2分部第2次分部的生效日期*前，由在1984年8月31日當日或之後註冊為無限
公司的原有公司，為《前身條例》第19(1)條的目的通過的；而
(b) 在該生效日期*前，沒有公司註冊證書根據該條例第19(4)條就該特別決議發出。
(2) 在緊接被廢除前有效的《前身條例》第19(1)、(2)、(3)、(4)及(5)及117條，繼續就上述
特別決議而適用。
(3) 在第3部第2分部的生效日期*當日或之後，按根據第(2)款具有持續效力的條文重新註冊為
有限公司的無限公司，就所有目的而言，須視為根據《前身條例》註冊的有限公司。
第4部
為第4部作的過渡性安排及保留安排
第1分部
一般過渡性條文及保留條文
13. 股份轉換為股額
(1) 就在第138條的生效日期*當日或之後將股份轉換為股額的事宜而言，該項轉換如是按照在
該日期*前通過的決議進行，則不受第138條影響。
(2) 在第174條中，提述在廢除將股份轉換為股額的權力前，將股份轉換為股額，包括第(1)款
提述的轉換。
(3) 在緊接被廢除前有效的《前身條例》以下條文，繼續適用於在第138 條的生效日期*前進行
的股份轉換(將股份轉換為股額)或第(1)款提述的轉換—
(a) 第54條(在該條關乎將股份轉換為股額的範圍內)；
(b) 第95(1)條的但書的第(i)段；及
(c) 第95(4)條(在該條關乎該段的範圍內)。
(4) 如已按照《前身條例》第95(1)條的但書的第(i)段，將股額的數額記入公司的成員登記冊
第 622 章 - 《公司條例》 379
內，則該數額(而非關乎股份的細節) 須視為第12部第2分部第2 次分部規定須記入該登記
冊內的細節。
14. 股份權證
(1) 如公司在第139條的生效日期*前已發行股份權證，但沒有在該日期*前遵守《前身條例》第
97(1)條，則本條適用。
(2) 在緊接被廢除前有效的《前身條例》第97(1)條，繼續就上述股份權證而適用於有關公司。
(3) 如股份權證的詳情已按照《前身條例》第97(1)條記入公司的成員登記冊內，該等詳情須視
為第12部第2分部第2次分部規定須記入該登記冊內的細節。
15. 董事行使權力配發股份或授予權利
如公司在第140條的生效日期*當日或之後，按照該公司在1984年8月31日前作出或批出一項要
約、協議或選擇權而配發股份，則第140條不適用於該項配發。
16. 經公司批准的股份配發或權利授予
《前身條例》第57B條所指的批准，如在緊接第141條的生效日期*前屬有效，則在該日期*當日
及之後繼續有效，猶如是根據第141條給予一樣。
17. 分配申報表
在緊接被廢除前有效的《前身條例》第45條，繼續適用於在第142條的生效日期*前配發的股
份。
18. 配發的登記
第143條適用於在該條的生效日期*當日或之後配發的股份。
19. 在配發後發出股份證明書
在緊接被廢除前有效的《前身條例》第70條(在該條關乎股份配發的範圍內)，繼續適用於在第
144條的生效日期*前配發的股份。
20. 原訟法庭認可發行或配發
在緊接被廢除前有效的《前身條例》第57C條，繼續適用於本意是在第146條的生效日期*前發行
或配發的股份。
21. 獲准的佣金
在緊接被廢除前有效的《前身條例》第46條繼續就以下協議而適用：在第148條的生效日期*
前，已按照該第46條訂立，而其內容是訂明公司向某人支付佣金，作為該人認購或同意認購該
第 622 章 - 《公司條例》 380
公司的股份或促致或同意促致認購該公司的股份的代價的協議。
22. 登記轉讓或拒絕登記
在緊接被廢除前有效的《前身條例》第69條(在該條關乎股份轉讓的範圍內)，繼續適用於在第
151條的生效日期*前提交的轉讓書。
23. 在轉讓後發出股份證明書
在緊接被廢除前有效的《前身條例》第70條(在該條關乎股份轉讓的範圍內)，繼續適用於在第
155條的生效日期*前提交的轉讓書。
24. 藉法律的施行而傳轉的股份
在緊接被廢除前有效的《前身條例》第69條(在該條關乎藉法律的施行而傳轉股份的範圍內)，
繼續適用於在第4部第4分部第2次分部的生效日期*前傳轉的股份。
25. 補發已遺失的上市公司股份證明書
(1) 不論原有股份證明書是在第163 條的生效日期*之前、當日或之後遺失，均可根據該條申請
新股份證明書，但如已在該日期*前根據《前身條例》第71A 條提出新證明書的申請則除
外。
(2) 在緊接被廢除前有效的《前身條例》第71A條，繼續適用於在第163條的生效日期*前提出的
新證明書的申請。
26. 更改股本的通知
(1) 如公司在第171條的生效日期*前作出《前身條例》第54(1)(a)至(f)條提述的任何事情，則
本條適用。
(2) 在緊接被廢除前有效的《前身條例》第54條，繼續就上述所作出的事情而適用於公司。
27. 關於股本增加的通知
如在第171條的生效日期*前，已通過批准增加公司股本的決議，則在緊接被廢除前有效的《前
身條例》第55條，繼續適用於該項股本增加。
28. 不同類別的股份的說明
在緊接被廢除前有效的《前身條例》第57A條，繼續適用於在第179條的生效日期*前發出的股份
證明書、招股章程或董事報告。
29. 更改類別的權利︰有股本的公司
(1) 如在第180條的生效日期*前，已通過或給予關於更改或廢止附於某類別股份的權利的決議
第 622 章 - 《公司條例》 381
或書面同意，則在緊接被廢除前有效的《前身條例》第63A及64條，繼續適用於該項更改或
廢止。
(2) 在緊接被廢除前有效的《公司(費用及百分率)令》(第32章，附屬法例C)附表1第2(a)項，
繼續就以下申請而適用：按根據第(1)款具有持續效力的《前身條例》第64條提出的申請。
30. 將更改某類別股份的權利或在某類別股份附加權利一事通知處長
在緊接被廢除前有效的《前身條例》第64A條，繼續適用於在第184條的生效日期*前附於某類別
股份的權利。
31. 更改類別的權利︰無股本的公司
第188至192條就以下更改或廢止而適用：在該等條文的生效日期*當日或之後，對公司某類別成
員的權利作出的更改或廢止。〈* 註─詳列交互參照：第188、189、190、191、192條 *〉
32. 關於後備股本的條文的廢除
《前身條例》第52及56條的廢除，不影響在緊接該等條文被廢除前有效的該等條文所指的決議
的效力。
33. 從資本中撥款支付利息
(1) 如在緊接《前身條例》第57條被廢除前，已根據該條的但書的(a)段通過批准公司支付利息
的特別決議，則不論是否取得法院對支付利息的認許，在緊接被廢除前有效的該條，繼續
適用於該利息的支付。
(2) 在不局限第(1)款的原則下，如有以下情況，則公司可按照《前身條例》第57條從資本撥款
作為利息支出—
(a) 公司是在該條被廢除前按照該條支付利息，但該利息不是由資本撥付的；或
(b) 不論是否就該項利息的支付取得法院的認許，在該條被廢除前，已根據該條的但書的
(a)段通過有關特別決議，而公司是在該條被廢除後按照該決議支付利息的。
附註—
《前身條例》第57條的但書的(b)段規定，在作出有關付款前，須取得法院的認許。
34. 關於股本規定的寬免
(1) 第4部第8分部第1次分部就符合以下說明的股份發行而適用：該股份是在該次分部的生效日
期*當日或之後發行的，且不論關於該項發行或有關非現金資產的轉讓的安排是在該日期*
之前、當日或之後作出的。
(2) 在第198條中，提述因為第4部第8分部第1次分部而無需記錄作為公司的股本的款額，包括
在緊接《前身條例》第48E條被廢除前憑藉《前身條例》第48C或48D條而沒有撥入該公司的
股份溢價帳中的款額。
第2分部
第 622 章 - 《公司條例》 382
關乎廢止面值的過渡性條文
35. 釋義
在本分部中—
續用條文 (continuing provision) 指根據本附表而具有持續效力的《前身條例》的條文。
36. 提述就於第135條的生效日期*前發行的股份繳付的款額
為本條例在第135條的生效日期*當日及之後就於該日期*前發行的股份實施的目的—
(a) 就該股份繳付的款額，是在任何時間就該股份繳付公司的所有款額的總和；及
(b) 就該股份而尚未繳付的款額，是該股份的發行價與已就該股份繳付的款額的差額。
37. 對股份溢價帳及資本贖回儲備的處理
(1) 在第135條的生效日期*開始時，公司的股份溢價帳的任何貸方結餘，以及其資本贖回儲備
的任何貸方結餘，均成為公司股本的一部分。
(2) 在第135條的生效日期*當日或之後，會被續用條文規定須轉至公司的股份溢價帳或資本贖
回儲備的款額，均成為公司股本的一部分。
38. 股份溢價帳的貸方結餘的運用
(1) 儘管有本附表第37條的規定，公司可在第135條的生效日期*當日或之後—
(a) 按照在該日期*前訂立的協議，將在緊接該日期*前在其股份溢價帳的貸方結餘，用於
繳付將在該日期*當日或之後以全部繳付股款的紅股的形式向公司成員發行的股份的股
款；
(b) 將在緊接該日期*前在其股份溢價帳的貸方結餘，用於沖銷—
(i) 公司在該日期*前招致的開辦費用；或
(ii)在該日期*前，就公司發行股份而招致的開支、就公司發行股份而支付的佣金，或
就公司發行股份而容許的折扣；或
(c) 將在緊接該日期前在其股份溢價帳的貸方結餘，用於備付須於贖回在1991年9月1日前
發行的可贖回優先股時支付的溢價。
(2) 儘管有本附表第37條的規定，如公司在1991年9月1日當日或之後但在第135條的生效日期*
前發行的可贖回股份，在第135條的生效日期*當日或之後贖回，則須在贖回該等股份時支
付的任何溢價，可從為贖回的目的而發行新股份所得收益中撥款支付，支付的款額上限為
相等於下述兩個數額中的較小者的款額—
(a) 公司在發行被贖回的股份時所得的溢價的總額；
(b) 在緊接第135條的生效日期*前公司的股份溢價帳的貸方結餘，減去已根據第(1)款或本
款運用的任何款額。
(3) 如某款額已根據第(2)款支付，為第(1)或(2)款的目的而可動用的款額餘數，須減去一筆對
應款額。
39. 部分繳付股款的股份的催繳
第 622 章 - 《公司條例》 383
如有催繳就於第135條的生效日期*前發行的股份的尚未繳付的款項作出，股東在該項催繳方面
的法律責任(不論因股份面值的理由或作為溢價)，均不受股份不再有面值所影響。
40. 在合約及其他文件內提述票面值或面值
(1) 本條為在第135條的生效日期*當日或之後解釋及應用以下項目的目的而適用—
(a) 在該日期*前訂立的合約(包括公司的章程細則)；
(b) 公司或其任何成員在該日期*前作出的決議；或
(c) 在該日期*前簽立的信託契據或其他文件。
(2) 如某股份—
(a) 在第135條的生效日期*前發行，提述該股份的票面值或面值(不論是以明示或隱含的方
式)，即提述該股份在緊接該日期*前的面值；
(b) 在第135條的生效日期*當日或之後發行，但同一類別股份在緊接該日期*前發行，提述
該股份的票面值或面值(不論是以明示或隱含的方式)，即提述假使該股份已在緊接該
日期*前發行便會有的面值；或
(c) 在第135條的生效日期*當日或之後發行，而同一類別股份不曾在緊接該日期*前發行，
提述該股份的票面值或面值(不論是以明示或隱含的方式)，即提述董事所釐定的面
值。
(3) 提述股份溢價，即提述關於該股份的任何尚餘股本。
(4) 提述就股份退還股本的權利，即提述退還某價值的股本的權利，而該價值相等於按該股份
面值繳付的款額。
(5) 提述在清盤中按已繳款股本的比例進行的分派，即提述在清盤中按已繳款股本佔股份的面
值的比例進行的分派。
(6) 提述公司的已發行股本的票面值或面值的總和，即提述在緊接第135條的生效日期*前存在
的該總和，並—
(a) 作出上調，以顧及在該日期*當日或之後發行的任何股份的面值；及
(b) 作出下調，以顧及在該日期*當日或之後註銷的任何股份的面值。
(7) 儘管有第(2)或(6)款的規定，如在第135條的生效日期*當日或之後，股份的面值根據續用
條文被更改，則提述股份的票面值或面值，即提述經如此更改的面值。
41. 《前身條例》的續用條文中的某些提述
(1) 在續用條文中提述股份面額或面值，就第135條的生效日期*當日或之後的任何期間而言，
即提述該股份在緊接該日期*前的面額或面值，而提述股份溢價亦須據此理解。
(2) 在續用條文中提述公司的股份溢價帳或資本贖回儲備，就第135條的生效日期*當日或之後
的任何期間而言，即提述在緊接該日期*前的該公司的股份溢價帳或資本贖回儲備。
(3) 儘管有第(1)款的規定，如在第135條的生效日期*當日或之後，股份的面額或面值根據續用
條文被更改，則在續用條文中提述股份的面額或面值，即提述經如此更改的面額或面值。
第5部
為第5部作的過渡性安排及保留安排
42. 原訟法庭確認的股本減少
第 622 章 - 《公司條例》 384
(1) 在緊接第5部第3分部第3次分部的生效日期*前有效的《前身條例》第58條(在該條關乎股本
減少的範圍內)及第59至63條及《高等法院規則》(第4章，附屬法例A)第102號命令，繼續
就以下決議而適用：在緊接該生效日期*前，根據《前身條例》第58(1)條通過的、關乎減
少股本的決議。
(2) 在緊接第5部第3分部第3次分部的生效日期*前有效的《前身條例》第58至63條及《高等法
院規則》(第4章，附屬法例A)第102號命令—
(a) 繼續憑藉如此有效的《前身條例》第48B(1)條就以下決議而適用：在該生效日期*前，
根據《前身條例》第58(1)條通過的、關乎減少股份溢價的決議；及
(b) 繼續憑藉如此有效的《前身條例》第49H(4)條就以下決議而適用：在該生效日期*前，
根據《前身條例》第58(1)條通過的、關乎減少資本贖回儲備的決議。
(3) 在緊接被廢除前有效的《公司(費用及百分率)令》(第32章，附屬法例C)附表1第1(b)項—
(a) 繼續適用於以下申請：按根據第(1)款具有持續效力的《前身條例》第59條提出的、關
乎確認股本減少的申請；
(b) 繼續憑藉在緊接被廢除前有效的《前身條例》第48B(1)條而適用於以下申請：按根據
第(2)(a)款具有持續效力的《前身條例》第59條提出的、關乎確認減少股份溢價的申
請；及
(c) 繼續憑藉在緊接被廢除前有效的《前身條例》第49H(4)條而適用於以下申請：按根據
第(2)(b)款具有持續效力的《前身條例》第59條提出的、關乎確認減少資本贖回儲備
的申請。
(4) 第5部第3分部不適用於第(1)款提述的股本減少。
43. 股份贖回及回購
(1) 在緊接被廢除前有效的《前身條例》第49、49A、49B、49BA、49C、49E、49F、49G、49H、
49P、49Q、49R、49S、58及168B條及附表13(在該等條文關乎上市公司贖回或購買本身的股
份的範圍內)，繼續就以下批准而適用：在緊接第5 部第4 分部的生效日期*前，根據《前
身條例》第49BA、49E(2)或49F(3)條屬有效的批准。
(2) 在緊接被廢除前有效的《前身條例》第49至49S及58條(在該等條文關乎非上市公司贖回或
購買本身股份的範圍內)，繼續就以下批准而適用：在緊接第5部第4分部的生效日期*前，
根據《前身條例》第49D、49E(3)或49F(2)條屬有效的批准。
(3) 第5部第4分部不適用於公司根據第(1)或(2)款提述的批准贖回或購買本身的股份。
44. 在生效日期*前發行的可贖回股份
在1991年9月1日前發行的可贖回優先股，以及在該日期當日或之後但在第234條的生效日期*前
發行的可贖回股份，均可按照本條例贖回。
45. 公司沒有贖回或回購股份的後果
第271及272條不適用於在1991年9月1日前發行的可贖回優先股。
46. 非上市公司對購入本身股份的資助
第 622 章 - 《公司條例》 385
(1) 在緊接被廢除前有效的《前身條例》第47A至48條(在該等條文關乎非上市公司提供資助的
範圍內)，繼續就非上市公司提供資助而適用，但前提是《前身條例》第47E(6)條所指的董
事陳述書是在第5部第5分部的生效日期*前作出的。
(2) 第5部第5分部不適用於第(1)款提述的提供資助。
47. 指明報章
在政務司司長根據第203(2)條在憲報刊登中文報章及英文報章的名單之前，根據《前身條例》
第71A(3)(a)條刊登的最後一份報章名單所指明的中文報章或英文報章，就第5部而言，須視為
指明中文報章或指明英文報章(視屬何情況而定)。
第6部
為第6部作的過渡性安排及保留安排
48. 就某些分派而對《前身條例》作的保留
(1) 在第(2)款的規限下，在緊接被廢除前有效的《前身條例》第IIA部，繼續適用於第295(2)
條指明的分派，而第6部不適用於該項分派。
(2) 上述第IIA部適用，猶如—
(a) 在《前身條例》第79A(1)條分發的定義中，在(b)段之後，已加入— “(ca)按照《公司條例》(第622章)第5部第4分部從資本(包括發行新股份所得收益)或未
實現利潤中，撥款贖回或回購該公司的任何股份；
(cb)公司根據《公司條例》(第622章)第283、284或285條向成員提供資助；”；
(b) 在《前身條例》第79J(2)條中，在(a)段之後，已加入—
“(ba)符合以下說明的資助—
(i)公司在違反《公司條例》(第622章)第5部第5分部的情況下給予的；及
(ii) 給予該資助，會減少公司的淨資產或增加公司的淨債務；”；及
(c) 在《前身條例》第79M(2)條中—
(i) 在(a)段中，已刪去“或”；及
(ii)在(a)段之後，已加入—
“(ba) 公司在違反《公司條例》(第622章)第275條的情況下給予的資助；”。
49. 章程細則中某些較舊條文的保留條文
如在緊接1991年9月1日之前，公司的章程細則的條文批准公司運用其未實現利潤，支付未發行
股份的全部或部分股款，並將該股份作為全部或部分繳付股款的紅股配發予成員的，則該條文
繼續(除章程細則有所修改外)作為在該日期之後如此運用該利潤的權限依據。
第7部
為第7部作的過渡性安排及保留安排
50. 債權證持有人登記冊
第 622 章 - 《公司條例》 386
在第308條的生效日期*當日及之後，根據《前身條例》第74A條備存的債權證持有人登記冊，須
視為根據第308條備存的債權證持有人登記冊。
51. 將備存債權證持有人登記冊的地方通知處長
在緊接被廢除前有效的《前身條例》第74A(4)條，繼續就以下責任而適用：在第309條的生效日
期*前產生的、根據《前身條例》第74A(3)條將通知送交處長的責任。
52. 查閱債權證持有人登記冊的權利
在緊接被廢除前有效的《前身條例》第75(1)、(4)、(5)及(6)及348C(3)條，繼續就以下要求而
適用：公司在第310條的生效日期*前收到的、關乎查閱債權證持有人登記冊的要求。
53. 獲提供債權證持有人登記冊文本的權利
在緊接被廢除前有效的《前身條例》第75(2)、(4)及(5)及348C(3)條，繼續就以下要求而適
用：公司在第310條的生效日期*前收到的、關乎獲提供債權證持有人登記冊(或其任何部分)的
文本的要求。
54. 提供信託契據或其他文件的要求
在緊接被廢除前有效的《前身條例》第75(3)、(4)及(5)條，繼續就以下要求而適用：公司在第
310條的生效日期*前收到的、關乎獲提供保證債權證的發行的任何信託契據或任何其他文件的
文本的要求。
55. 公司閉封債權證持有人登記冊
如在第311條的生效日期*前，已為《前身條例》第99(1)條的目的發出通知，則在緊接被廢除前
有效的《前身條例》第99條，繼續就閉封債權證持有人登記冊一事而適用。
56. 配發申報書
第316條適用於在該條的生效日期*當日或之後配發的債權證或債權股證。
57. 配發的登記
第317條適用於在該條的生效日期*當日或之後配發的債權證或債權股證。
58. 在配發後發出債權證或債權股證證明書
在緊接被廢除前有效的《前身條例》第70條(在該條關乎債權證或債權股證的配發的範圍內)，
繼續就在第318及319條的生效日期*前配發的債權證或債權股證而適用。
第 622 章 - 《公司條例》 387
59. 登記轉讓或拒絕登記
在緊接被廢除前有效的《前身條例》第69條(在該條關乎債權證或債權股證的轉讓的範圍內)，
繼續就在第321條的生效日期*前提交的債權證或債權股證的轉讓書而適用。
60. 在轉讓後發出債權證或債權股證證明書
在緊接被廢除前有效的《前身條例》第70條(在該條關乎債權證或債權股證的轉讓的範圍內)，
繼續就在第323及324條的生效日期*前提交的債權證或債權股證的轉讓書而適用。
61. 債權證持有人會議
在緊接被廢除前有效的《前身條例》第75A、113、114B、114C、114D(2)及114E條，繼續就以下
事宜而適用：在第331條的生效日期*前提出的、關乎舉行債權證持有人會議的請求，以及任何
有關的債權證持有人會議。
第8部
為第8部作的過渡性安排及保留安排
62. 釋義
(1) 在本部中，交付登記的一份關乎某項押記的文書的副本，如經以下的人核證為真實副本，
即屬經核證副本—
(a) 以下的人—
(i) 交付該副本登記的公司或根據《前身條例》第XI部註冊的非香港公司的董事或公
司秘書；或
(ii)該公司或非香港公司為此目的授權的人；或
(b) 以下的人—
(i) 擁有該項押記的權益的任何其他人；或
(ii)如—
(A) 擁有權益的人是自然人，該擁有權益的人為此目的授權的人；或
(B) 擁有權益的人是法人團體，該擁有權益的人為此目的授權的人，或該擁有權
益的人的董事或公司秘書。
(2) 在本部中，提述根據《前身條例》第XI部註冊的非香港公司的已押記財產，即提述—
(a) 該公司在香港境內而又受該公司設定的押記規限的財產，但不包括在設立該項押記時
不在香港境內的財產；或
(b) 該公司在香港境內的財產，而在該公司取得該財產時該財產已受某項押記規限；但如
在該公司取得該財產時，該財產不在香港境內，則不包括該財產。
63. 公司設立的押記
(1) 如某項押記符合以下說明，則本條適用於該項押記—
(a) 在《前身條例》第80條被廢除前，公司設立該項押記；而
第 622 章 - 《公司條例》 388
(b) 該條規定該項押記須予登記。
(2) 在符合第(4)款的規定下，在緊接被廢除前有效的《前身條例》第80及81條，繼續就上述押
記而適用。
(3) 在符合本附表第68條的規定下，在緊接被廢除前有效的《前身條例》第83(2)條，繼續就上
述押記而適用。
(4) 自第8部第2分部的生效日期*後8個星期的期間終結起—
(a) 上述第80條就有關押記而適用，猶如—
(i) 在該條的第(1)款中，“除非該項押記的詳情(該等詳情須包括第(1A)款所指明的
詳情並須以指明格式述明)，以及設定或證明該項押記的有關文書(如有的話)”的
字句，已被“除非關於該項押記的詳情的陳述(其格式須與為《公司條例》(第622
章)第335(1)條的目的指明的格式相同)，連同設立該項押記或證明該項押記的設
立的文書(如有的話)的經核證副本”取代；
(ii)該條的第(1A)款已被刪去；
(iii) 在該條的第(3)款中，“將設定或證明該項押記的文書的副本(副本按訂明方
式核實)，交付處長並由處長接獲，就本條而言，如同將該份文書交付處長並由處
長接獲一般有效；此外，”的字句已被刪去；
(iv)在該條的第(3)款中，“該項押記的詳情及文書或副本”的字句，已被“關於該項
押記的詳情的陳述及有關文書的經核證副本”取代；
(v) 在該條的第(3)款中，“該等詳情及文書或副本”的字句，已被“該文書的經核證
副本” 取代；
(vi)在該條的第(4)款中，“文書”的字句，已被“文書的經核證副本”取代；
(vii) 在該條的第(7)款中，在“則若於”之後至但書之前的字句，已被“(如該項
押記是藉提述某文書而給予的)該文書簽立後或(如沒有該文書)該債權證系列的首
份債權證簽立後的5個星期內，將關於該項押記的詳情的陳述(其格式須與為《公
司條例》(第622章)第335(2)條的目的指明的格式相同)，連同該文書的經核證副
本或(如沒有該文書)該系列的任何一份債權證的經核證副本交付處長或由處長接
獲，就本條而言，即屬足夠︰”取代；
(viii) 在該條的第(7)款的但書中，“每次發行的日期及款額等詳情”的字句，已被
“關於每次發行的債權證的詳情的陳述(其格式須與為《公司條例》(第622章)第
341(2)條的目的指明的格式相同)，”取代；及
(ix)在該條的第(8)款中，“詳情，須包括如此支付或給予的佣金額或佣金率、折扣額
或折扣率、或津貼額或津貼率的詳情”的字句，已被“陳述，須隨附關於該佣
金、津貼或折扣的詳情的陳述(其格式須與為《公司條例》(第622章)第342(2)條
的目的指明的格式相同)”取代；及
(b) 上述第81條就有關押記而適用，猶如—
(i) 在該條的第(1)款中，“其設定的每項押記的詳情，以及一系列債權證各次發行的
詳情(如該等詳情根據第80條規定予以登記的)”的字句，已被“根據第80(1)、
(7)或(8)條規定的陳述或某份文書或債權證的經核證副本或上述兩者”取代；
(ii)在該條的第(1)款中，“任何此等押記”的字句，已被“任何此等陳述或經核證副
本(視屬何情況而定)”取代；及
(iii) 在該條的第(3)款中，“其設定的任何押記的詳情或一系列債權證每次發行的
詳情(須如前述規定予以登記的)”的字句，已被“它根據第(1)款須送交處長登記
的陳述或經核證副本”取代。
第 622 章 - 《公司條例》 389
64. 非香港公司設立的押記
(1) 如某項押記符合以下說明，則本條適用於該項押記—
(a) 在《前身條例》第80條被廢除前，根據《前身條例》第XI部註冊的非香港公司已設立
該項押記；而
(b) 經《前身條例》第91條而引伸適用的該第80條規定該項押記須予登記。
(2) 在符合第(4)款的規定下，在緊接被廢除前有效的《前身條例》第80及81條，繼續憑藉如此
有效的《前身條例》第91條就上述押記而適用。
(3) 在符合本附表第68條的規定下，在緊接被廢除前有效的《前身條例》第83(2)條，繼續憑藉
如此有效的《前身條例》第91條就上述押記而適用。
(4) 自第8部第2分部的生效日期*後8 個星期的期間終結起—
(a) 上述第80條就有關押記而適用，猶如—
(i) 在該條的第(1)款中，“除非該項押記的詳情(該等詳情須包括第(1A)款所指明的
詳情並須以指明格式述明)，以及設定或證明該項押記的有關文書( 如有的話)”
的字句，已被“除非關於該項押記的詳情的陳述(其格式須與為《公司條例》(第
622章)第336(1)條的目的指明的格式相同)，連同設立該項押記或證明該項押記的
設立的文書(如有的話)的經核證副本”取代；
(ii)該條的第(1A)款已被刪去；
(iii) 在該條的第(7)款中，在“則若於”之後至但書之前的字句，已被“(如該項
押記是藉提述某文書而給予的)該文書簽立後或( 如沒有該文書)該債權證系列的
首份債權證簽立後5個星期內，將關於該項押記的詳情的陳述(其格式須與為《公
司條例》(第622章)第336(2)條的目的指明的格式相同)，連同該文書的經核證副
本或(如沒有該文書)該系列的任何一份債權證的經核證副本交付處長或由處長接
獲，就本條而言，即屬足夠︰” 取代；
(iv)在該條的第(7)款的但書中，“每次發行的日期及款額等詳情”的字句，已被“關
於每次發行的債權證的詳情的陳述(其格式須與為《公司條例》(第622章)第
341(2)條的目的指明的格式相同)，”取代；及
(v) 在該條的第(8)款中，“詳情，須包括如此支付或給予的佣金額或佣金率、折扣額
或折扣率、或津貼額或津貼率的詳情”的字句，已被“陳述，須隨附關於該佣
金、津貼或折扣的詳情的陳述(其格式須與為《公司條例》(第622章)第342(2)條
的目的指明的格式相同)”取代；及
(b) 上述第81條就有關押記而適用，猶如—
(i) 在該條的第(1)款中，“其設定的每項押記的詳情，以及一系列債權證各次發行的
詳情(如該等詳情根據第80條規定予以登記的)”的字句，已被“根據第80(1)、
(7)或(8)條規定的陳述或某份文書或債權證的經核證副本或上述兩者”取代；
(ii)在該條的第(1)款中，“任何此等押記” 的字句，已被“任何此等陳述或經核證
副本( 視屬何情況而定)”取代；及
(iii) 在該條的第(3)款中，“其設定的任何押記的詳情或一系列債權證每次發行的
詳情(須如前述規定予以登記的)”的字句，已被“它根據第(1)款須送交處長登記
的陳述或經核證副本”取代。
65. 公司取得的財產的原有押記
(1) 如某項押記符合以下說明，則本條適用於該項押記—
第 622 章 - 《公司條例》 390
(a) 在《前身條例》第82條被廢除前，公司取得受該項押記規限的財產；而
(b) 該條規定該項押記須予登記。
(2) 在符合第(4)款的規定下，在緊接被廢除前有效的《前身條例》第82條，繼續就上述押記而
適用。
(3) 在符合本附表第68條的規定下，在緊接被廢除前有效的《前身條例》第83(2)條，繼續就上
述押記而適用。
(4) 自第8部第3分部的生效日期*後8個星期的期間終結起，上述第82條就有關押記而適用，猶
如—
(a) 在該條的第(1)款中，“該項押記的詳情(該等詳情須包括第80(1A)條所指明的詳情並
須以指明格式述明)，連同設定或證明該項押記的任何文書(如有的話)的副本一份(經
按訂明方式核證為正確副本)”的字句，已被“關於該項押記的詳情的陳述(其格式須
與為《公司條例》(第622章)第338(2)條的目的指明的格式相同)，連同設立該項押記
或證明該項押記的設立的文書(如有的話)的經核證副本”取代；
(b) 在該條的第(1)款的但書中，“該項押記的詳情及文書副本”的字句，已被“該陳述及
該文書的經核證副本”取代；及
(c) 在該條的第(1)款的但書中，“的副本”的字句，已被“的經核證副本”取代。
66. 非香港公司取得的財產的原有押記
(1) 如某項押記符合以下說明，則本條適用於該項押記—
(a) 在《前身條例》第82條被廢除前，根據《前身條例》第XI部註冊的非香港公司取得受
該項押記規限的財產；而
(b) 經《前身條例》第91條而引伸適用的該第82條規定該項押記須予登記。
(2) 在符合第(4)款的規定下，在緊接被廢除前有效的《前身條例》第82條，繼續憑藉如此有效
的《前身條例》第91條就上述押記而適用。
(3) 在符合本附表第68條的規定下，在緊接被廢除前有效的《前身條例》第83(2)條，繼續憑藉
如此有效的《前身條例》第91條就上述押記而適用。
(4) 自第8部第3分部的生效日期*後8個星期的期間終結起，上述第82條就有關押記而適用，猶
如在該條的第(1)款中，“該項押記的詳情(該等詳情須包括第80(1A)條所指明的詳情並須
以指明格式述明)，連同設定或證明該項押記的任何文書(如有的話) 的副本一份(經按訂明
方式核證為正確副本)”的字句，已被“關於該項押記的詳情的陳述(其格式須與為《公司
條例》(第622章)第339(3)條的目的指明的格式相同)，連同設立該項押記或證明該項押記
的設立的文書(如有的話) 的經核證副本”取代。
67. 在非香港公司根據《前身條例》第XI 部註冊的日期已就財產設立的押記
(1) 如某項押記符合以下說明，則本條適用於該項押記—
(a) 在《前身條例》第91(5)條被廢除前，非香港公司在其根據《前身條例》第XI部註冊的
日期，有在香港境內而又受該項押記規限的財產；而
(b) 該條規定該項押記須予登記。
(2) 在符合第(4)款的規定下，在緊接被廢除前有效的《前身條例》第91(5)及(6)條，繼續就上
述押記而適用。
(3) 在符合本附表第68條的規定下，在緊接被廢除前有效的《前身條例》第83(2)條，繼續就上
述押記而適用。
第 622 章 - 《公司條例》 391
(4) 自第8部第3分部的生效日期*後8個星期的期間終結起，上述第91(5)條就有關押記而適用，
猶如“本部所提及須就該類別押記而登記的詳情(包括該押記藉以設定或獲證明的任何文書
或其副本)，以指明格式交付處長登記”的字句，已被以下字句取代—
“以下文件交付處長登記—
(a) 以下兩項文件或其中之一—
(i) 關於該項押記的詳情的陳述(其格式須與為《公司條例》(第622章)第340(2)條的
目的指明的格式相同)，連同設立該項押記或證明該項押記的設立的文書(如有的
話)的經核證副本；
(ii)關於該項押記的詳情的陳述(其格式須與為《公司條例》(第622章)第340(3)條的
目的指明的格式相同)，連同(如該項押記是藉提述某文書而給予的)該文書的經核
證副本或(如沒有該文書)有關債權證系列的任何一份債權證的經核證副本；及
(b) (如適用的話)符合根據《公司條例》(第622章)附表11第64(4)(a)(iv)或(v)條具有持
續效力的第80(7)條的但書或第80(8)條規定的陳述”。
68. 押記登記證明書
在緊接被廢除前有效的《前身條例》第83(2)條—
(a) 繼續就本附表第63或65條適用的押記而適用；及
(b) 繼續憑藉如此有效的《前身條例》第91條就本附表第64、66或67條適用的押記而適
用，
猶如所有“本部”的字句，已被“根據《公司條例》(第622章)附表11具有持續效力的本部”取
代。
69. 關於清償及解除的記項
在緊接被廢除前有效的《前身條例》第85條—
(a) 繼續就於第8部第5分部的生效日期*前，由公司、承按人或對有關押記享有權利的人為
該第85條的目的提出的申請而適用；及
(b) 繼續憑藉如此有效的《前身條例》第91條，就於該生效日期*前，由根據《前身條例》
第XI部註冊的非香港公司、承按人或對有關押記享有權利的人為該第85條的目的提出
的申請而適用。
70. 登記時限的延展以及押記登記冊的更正
在緊接被廢除前有效的《前身條例》第86條—
(a) 繼續就於第346及347條的生效日期*前，由公司或任何有利害關係的人為該第86條的目
的提出的申請而適用；及
(b) 繼續憑藉如此有效的《前身條例》第91條，就於該生效日期*前，由根據《前身條例》
第XI部註冊的非香港公司或任何有利害關係的人為該第86條的目的提出的申請而適
用。
71. 將接管人或經理人等的委任一事通知處長
(1) 如有以下情況，本條適用：在《前身條例》第87條被廢除前—
第 622 章 - 《公司條例》 392
(a) 某人就公司財產或就根據《前身條例》第XI部註冊的非香港公司的已押記財產，委任
接管人或經理人，而該第87條第(1)款是適用於該項委任的；
(b) 某人取得委任上述接管人或經理人的命令；
(c) 某人以承按人身分，就公司財產或就根據《前身條例》第XI部註冊的非香港公司的已
押記財產，行使管有權；
(d) 某人就公司財產或就根據《前身條例》第XI部註冊的非香港公司的已押記財產獲委任
為接管人或經理人，而根據該第87條第(1)款須就該人作出通知，但該人停任接管人或
經理人；
(e) 某人是(c)段所述的人，而根據該第87條第(2)款須就該人作出通知，但該人不再管有
有關財產；或
(f) 根據該第87條第(1)或(2)款作出的通知內的詳情，有所更改。
(2) 如屬第(1)(a)或(b)款的情況，在緊接被廢除前有效的《前身條例》第87(1)、(3)、(6)、
(7)及(8)條—
(a) 繼續就關乎公司財產作出的委任而適用；及
(b) 繼續憑藉如此有效的《前身條例》第91條，就關乎根據《前身條例》第XI部註冊的非
香港公司的已押記財產作出的委任而適用。
(3) 如屬第(1)(c)款的情況，在緊接被廢除前有效的《前身條例》第87(2)、(3)、(6)及(7)條
—
(a) 繼續就對公司財產行使管有權的事宜而適用；及
(b) 繼續憑藉如此有效的《前身條例》第91條，就對根據《前身條例》第XI部註冊的非香
港公司的已押記財產行使管有權的事宜而適用。
(4) 如屬第(1)(d)款的情況，在緊接被廢除前有效的《前身條例》第87(4)、(6)、(7)及(8)條
—
(a) 繼續就停任公司財產的接管人或經理人的事宜而適用；及
(b) 繼續憑藉如此有效的《前身條例》第91條，就停任根據《前身條例》第XI部註冊的非
香港公司的已押記財產的接管人或經理人的事宜而適用。
(5) 如屬第(1)(e)款的情況，在緊接被廢除前有效的《前身條例》第87(4)、(6)及(7)條—
(a) 繼續就不再管有公司財產的事宜而適用；及
(b) 繼續憑藉如此有效的《前身條例》第91條，就不再管有根據《前身條例》第XI部註冊
的非香港公司的已押記財產的事宜而適用。
(6) 如屬第(1)(f)款的情況，在緊接被廢除前有效的《前身條例》第87(5)、(6)、(7)及(8)條
—
(a) 繼續就以下詳情的更改而適用：在與委任公司的財產的接管人或經理人有關連的情況
下給予的詳情，或在與某人以承按人身分對該財產行使管有權有關連的情況下給予的
詳情；及
(b) 繼續憑藉如此有效的《前身條例》第91條，就以下詳情的更改而適用：在與委任根據
《前身條例》第XI部註冊的非香港公司的已押記財產的接管人或經理人有關連的情況
下給予的詳情，或在與某人以承按人身分對該財產行使管有權有關連的情況下給予的
詳情。
72. 押記登記冊
在第352條的生效日期*當日及之後—
(a) 根據《前身條例》第89條備存的押記登記冊，須視為根據第352(1)條備存的押記登記
第 622 章 - 《公司條例》 393
冊；及
(b) 憑藉《前身條例》第91條而根據該條例第89條備存的押記登記冊，須視為根據第
353(1)條備存的押記登記冊。
73. 通知處長備存設定押記的文書所在的地點
在緊接被廢除前有效的《前身條例》第88(4)條—
(a) 繼續就公司的以下責任而適用：在第351條的生效日期*前產生的、根據《前身條例》
第88(3)條向處長送交通知書的責任；及
(b) 繼續憑藉如此有效的《前身條例》第91條就根據《前身條例》第XI部註冊的非香港公
司的以下責任而適用：在該生效日期*前產生的、根據《前身條例》第88(3)條向處長
送交通知書的責任。
74. 通知處長備存押記登記冊所在的地點
在緊接被廢除前有效的《前身條例》第89(4)及(5)條—
(a) 繼續就公司的以下責任而適用：在第354條的生效日期*前產生的、根據《前身條例》
第89(3)條向處長送交通知書的責任；及
(b) 繼續憑藉如此有效的《前身條例》第91條就根據《前身條例》第XI部註冊的非香港公
司的以下責任而適用：在該生效日期*前產生的、根據《前身條例》第89(3)條向處長
送交通知書的責任。
75. 查閱設定押記的文書的文本及押記登記冊的權利
在緊接被廢除前有效的《前身條例》第90及348C(3)條—
(a) 繼續就以下要求而適用：公司在第355條的生效日期*前收到的、關乎查閱押記登記冊
或設定押記的文書的文本的要求；及
(b) 繼續憑藉如此有效的《前身條例》第91條就以下要求而適用：根據《前身條例》第XI
部註冊的非香港公司在該生效日期*前收到的、關乎查閱押記登記冊或設定押記的文書
的文本的要求。
第9部
為第9部作的過渡性安排及保留安排
76. 帳簿
在緊接被廢除前有效的《前身條例》第121及348C條，繼續就以下帳簿而適用：關乎於第9部第4
分部第2次分部的生效日期*前開始，並於該生效日期*當日或之後終結的財政年度的帳簿。
77. 財政年度及相關事宜
在緊接被廢除前有效的《前身條例》第127及141D條及附表11，繼續就以下財政年度而適用：於
第9部第3分部的生效日期*前開始，並於該生效日期*當日或之後終結的財政年度。
第 622 章 - 《公司條例》 394
78. 帳目及董事報告書
(1) 在緊接被廢除前有效的《前身條例》第122、123、124、125、126、128、129、129A、
129B、129C、129D、129G、141C、161 、161A、161B、161BA及161BB條及附表10，繼續就
以下帳目而適用：關乎於第9部第4分部第3次分部的生效日期*前開始，並於該生效日期*當
日或之後終結的財政年度的帳目。
(2) 儘管有第(1)款的規定，在緊接被廢除前有效的《前身條例》第122(1B)條，繼續就關乎於
第9部第4分部第3次分部的生效日期*前開始，並於該生效日期*當日或之後終結的財政年度
的帳目而適用，猶如該條的(b)段已被略去。
(3) 如原訟法庭按根據第(2)款具有持續效力的《前身條例》第122(1B)條作出命令，則在有關
會議上提交的帳目所涵蓋的期間的最後一日，須為第369(1)(b)條所指的初始會計參照日。
(4) 在緊接被廢除前有效的《前身條例》第129D、129E、129F及141C條，繼續就以下董事報告
書而適用：關乎於第9部第4分部第4次分部的生效日期*前開始，並於該生效日期*當日或之
後終結的財政年度的董事報告書。
79. 核數師的委任
(1) 在緊接被廢除前有效的《前身條例》第131(1)、(2)、(3)、(4)及(9)、132及140條，繼續
就以下委任而適用：就於第9部第5分部第2次分部的生效日期*前開始，並於該生效日期*當
日或之後終結的財政年度作出的核數師委任。
(2) 在緊接被廢除前有效的《前身條例》第131(8)條及附表10第15段，繼續就以下的人而適
用：就於第9部第5分部第2次分部的生效日期*前開始，並於該生效日期*當日或之後終結的
財政年度獲委任為核數師的人。
80. 核數師報告書
(1) 在緊接被廢除前有效的《前身條例》第141(1)、(2)、(3)、(4)、(5)及(6)、161(8)及
161B(12)條，繼續就以下財政年度而適用：於第9部第5分部第3次分部的生效日期*前開
始，並於該生效日期*當日或之後終結的財政年度。
(2) 在緊接被廢除前有效的《前身條例》第141(7)及(8)條，繼續就以下成員大會而適用：於第
9部第5分部第4次分部的生效日期*前已就之發出通知的成員大會。
81. 核數師的免任及辭職
(1) 在緊接被廢除前有效的《前身條例》第131(6)、(7)及(10)及132條，繼續就免任以下的人
而適用：就於第9部第5分部第6次分部的生效日期*前開始，並於該生效日期*當日或之後終
結的財政年度獲委任為核數師的人。
(2) 在緊接被廢除前有效的《前身條例》第140A及140B條，繼續就以下的人的辭職而適用：就
於第9部第5分部第6次分部的生效日期*前開始，並於該生效日期當日或之後終結的財政年
度獲委任為核數師的人。
82. 彌償條文
第 622 章 - 《公司條例》 395
在緊接被廢除前有效的《前身條例》第165條，繼續就以下條文而適用：於第9部第5分部第5次
分部的生效日期*前訂立的條文。
83. 財務摘要報告
在緊接被廢除前有效的《前身條例》第141CA、141CB、141CC、141CD、141CE及141CF條及《公
司(上市公司的財務摘要報告)規例》(第32章，附屬法例M)，繼續就以下財務摘要報告而適用：
關乎於第9部第7分部的生效日期*前開始，並於該生效日期*當日或之後終結的財政年度的財務
摘要報告。
84. 自發對帳目作出修訂等
在緊接被廢除前有效的《前身條例》第141E條及《公司(修訂帳目及報告)規例》(第32章，附屬
法例N)，繼續就以下帳目而適用：關乎於第449條的生效日期*前開始，並於該生效日期*當日或
之後終結的財政年度的帳目。
85. 根據《前身條例》第161BB(2)條備存的登記冊
在第384條的生效日期*當日及之後，根據《前身條例》第161BB(2)條備存的登記冊，須視為根
據第384條備存的登記冊。
86. 查閱根據《前身條例》第161BB(2)條備存的登記冊的權利
在緊接被廢除前有效的《前身條例》第161BB(5)、(7)及(8)及348C(3)條，繼續就以下要求而適
用：公司在第386條的生效日期*前收到的、關乎查閱根據《前身條例》第161BB(2)條備存的登
記冊的要求。
87. 取得根據《前身條例》第161BB(2)條備存的登記冊的文本的權利
在緊接被廢除前有效的《前身條例》第161BB(6)、(7)及(8)及348C(3)條，繼續就以下要求而適
用：公司在第386條的生效日期*前收到的、關乎取得根據《前身條例》第161BB(2)條備存的登
記冊的文本的要求。
第10部
為第10部作的過渡性安排及保留安排
88. 公司的首任董事
在緊接被廢除前有效的《前身條例》第153(2)或153A(2)條(視情況所需而定)，就按根據本附表
或憑藉《釋義及通則條例》(第1章)第23條具有持續效力的《前身條例》的條文組成及註冊的公
司而適用。
89. 須有最少一名自然人董事
第 622 章 - 《公司條例》 396
(1) 如在第457條的生效日期*當日—
(a) 公司有最少一名董事；但
(b) 該董事不屬自然人，而該公司的其他董事( 如有的話)也沒有一人是自然人，
則在該日期*後的6個月終結前，第457(2)條不適用於該公司。
(2) 如公司是按根據本附表或憑藉《釋義及通則條例》( 第1 章)第23條具有持續效力的《前身
條例》的條文組成及註冊的公司，而在該公司成立為法團的日期—
(a) 該公司有最少一名董事；但
(b) 該董事不屬自然人，而該公司的其他董事(如有的話)也沒有一人是自然人，
則在第457條的生效日期*後的6個月終結前，第457(2)條不適用於該公司。
(3) 如在第457條的生效日期*當日，公司根據《前身條例》第344A條當作不活動公司，則第
457(2)條不就該公司適用。
(4) 如第(3)款所述的公司訂立任何會計交易，則自該會計交易的日期起，該款不再具有效力。
90. 董事的作為的有效性
在緊接被廢除前有效的《前身條例》第157條，繼續就於第461條的生效日期*前作出的作為而適
用。
91. 董事的罷免
如有關公司在第463條的生效日期*前接獲有關申述，則在緊接被廢除前有效的《前身條例》第
157B(4)條，繼續適用。
92. 董事的法律責任
在緊接被廢除前有效的《前身條例》第165條，在該條與董事有關的範圍內，繼續就於緊接第
468、469及470條的生效日期*前該第165條所適用的條文而適用。
93. 首任公司秘書
在緊接被廢除前有效的《前身條例》第154(1AA)條，就按根據本附表或憑藉《釋義及通則條
例》(第1章)第23條具有持續效力的《前身條例》的條文組成及註冊的公司而適用。
94. 董事會議的紀錄
(1) 在緊接被廢除前有效的《前身條例》第119條，繼續適用於在第481及482條的生效日期*前
舉行的董事會議。
(2) 儘管有第(1)款的規定，如有關會議紀錄已按照《前身條例》第119(1)條記入簿冊內，並已
自該會議舉行的日期起備存該會議紀錄最少10年，則公司無需備存該會議紀錄。
(3) 在緊接被廢除前有效的《前身條例》第153C條，繼續適用於在第483條的生效日期*前作出
的決定。
(4) 儘管有第(3)款的規定，如有關紀錄已按照《前身條例》第153C(3)條記入簿冊內，並已自
有關決定作出的日期起備存該紀錄最少10年，則公司無需備存該紀錄。
第 622 章 - 《公司條例》 397
第11部
為第11部作的過渡性安排及保留安排
95. 向董事或其他人作出的貸款等
(1) 如有以下情況，本條適用—
(a) 在第11部第2分部的生效日期*前，公司訂立《前身條例》第157HA(3)(a)條指明的交
易；
(b) 該項交易是在《前身條例》第157HA(4)(b)條指明的條件下訂立的；及
(c) 該項條件在該生效日期*前未獲符合。
(2) 如有關公司已按照第613條免除周年成員大會的舉行，則有關指明條件繼續適用，猶如該條
件訂定—
(a) 在該公司原須舉行周年成員大會的最後日期當日或之前，需取得該公司的批准；及
(b) 如不能取得該項批准，則任何人在與該項交易有關連的情況下所負的法律責任，須在
該日期之後6個月內履行。
96. 失去職位或退職
(1) 在緊接被廢除前有效的《前身條例》第163、163A、163B、163C及163D條，繼續就以下事宜
而適用：於第11部第3分部的生效日期*前發生的、該等條文指明的失去職位或退職。
(2) 就本條而言，如有以下情況，失去職位或退職即告發生—
(a) (如屬董事席位)有關的人不再是董事；或
(b) (如屬任何其他職位)有關的人不再擔任該職位。
97. 與兼具董事身分的唯一成員訂立合約
在緊接被廢除前有效的《前身條例》第162B條，繼續就以下合約而適用：於該條指明的並在第
545條的生效日期*前訂立的合約。
第12部
為第12部作的過渡性安排及保留安排
98. 釋義
(1) 就本附表第100、101、102、104、105、106及111條而言，如關於某會議的通知在多於一日
發出，該通知須視為在該等日子之中的首日發出。
(2) 就本附表第100、101、103及107條而言，如請求的文本在多於一日存放，則已有足夠令公
司必須行事的文本存放的首日，須視為該請求的提出日期。
99. 書面決議
第 622 章 - 《公司條例》 398
(1) 在緊接被廢除前有效的《前身條例》第116B(第(7)、(8)、(9)及(10)款除外)、116BA及
116BB條，繼續就以下決議而適用︰在第12部第1分部第2次分部的生效日期*前，已向任何
有關成員送交或傳閱的決議。
(2) 在本條中—
有關成員 (relevant member) 指符合以下說明的成員：《前身條例》第116B(1)條規定需取得 其簽署的。
100.在會議上通過的決議
在緊接被廢除前有效的《前身條例》第116條，繼續就符合以下說明的決議(書面決議除外)而適
用—
(a) 關於該決議的通知，是在第12部第1分部第3次分部的生效日期*前發出的；或
(b) 該決議是建議在符合以下說明的會議上通過的—
(i) 關於該決議的通知，是在該日期*前發出的；或
(ii)按照在該日期*前根據《前身條例》第113條提出的請求而召開的。
101.召開會議
(1) 在緊接被廢除前有效的《前身條例》第113條，繼續就於第566、567及568條的生效日期*前
提出的請求而適用。
(2) 在緊接被廢除前有效的《前身條例》第114A(1)(b)條，繼續就符合以下說明的會議而適用
︰關於該會議的通知，是在第569條的生效日期*前發出的。
102.關於會議的通知
(1) 在緊接被廢除前有效的《前身條例》第111(1)、114、114A、116A、141(7)及155B條，繼續
就符合以下說明的會議而適用︰關於該會議的通知，是在第571、574、576及577條的生效
日期*前發出的。
(2) 在緊接被廢除前有效的《前身條例》第116C條，繼續就符合以下說明的決議而適用：如擬
動議有關決議的通知，是在第578條的生效日期*前發出的，便須就該動議給予特別通知。
103.成員陳述書
在緊接被廢除前有效的《前身條例》第115A條，在其與傳閱任何關乎某周年成員大會的陳述書
有關的範圍內，該條繼續就以下請求而適用：在第12部第1分部第6次分部的生效日期*前根據
《前身條例》第115A(1)(b)條向公司提出的請求。
104.會議的議事程序
在緊接被廢除前有效的《前身條例》第114A(1)(c)及(d)、114AA及118條，繼續適用於符合以下
說明的會議︰關於該會議的通知，是在第12部第1分部第7次分部的生效日期*前發出的。
105.在會議上表決
第 622 章 - 《公司條例》 399
在緊接被廢除前有效的《前身條例》第114A(1)(e)、114D、114E及116(2)條，繼續適用於符合
以下說明的會議︰關於該會議的通知，是在第12部第1分部第8次分部的生效日期*前發出的。
106.代表及法團代表
在緊接被廢除前有效的《前身條例》第114C及115條，繼續適用於符合以下說明的會議︰關於該
會議的通知，是在第12部第1分部第9次分部的生效日期*前發出的。
107.周年成員大會
(1) 如有請求在《前身條例》第115A條廢除前根據《前身條例》第115A(1)(a)條向公司提出，
該項廢除並不影響該第115A條就該請求而適用。
(2) 如根據本附表第78(1)條，公司須按照《前身條例》第122條，在其周年成員大會上提交帳
目或資產負債表—
(a) 凡該等帳目或資產負債表須在某周年成員大會上提交，在緊接被廢除前有效的《前身
條例》第111(1)、(5)及(6)條繼續就該大會而適用；而
(b) 第610條就其後的各周年成員大會而適用。
(3) 就第(2)(a)款而言，《前身條例》第111(6)(a)條具有效力，猶如“按照第116B條通過的決
議”的字句，已被“書面決議”取代。
(4) 如根據《前身條例》第111(2)條提出的申請，是在第610條的生效日期*前提出的，則《前
身條例》第111(2)、(3)、(4)及(5)條的廢除，並不影響該第111(2)、(3)、(4)及(5)條就
有關公司的施行。
(5) 如公司已違反《前身條例》第111(1)條，而該公司沒有成員根據該條例第111(2)條提出申
請，則第610(7)、(8)及(9)條就該公司具有效力—
(a) 猶如第610(7)及(9)條中，“第(1)、(2)、(3)或(6)款”的字句，已被“《前身條例》
第111(1)條”取代；及
(b) 猶如第610(8)條中，“沒有按照本條為之舉行周年成員大會的財政年度”的字句，已
被“沒有按照《前身條例》第111(1)條為之舉行周年成員大會的年度” 取代。
(6) 在緊接被廢除前有效的《前身條例》第115A條，在其與發出關乎某周年成員大會的決議的
通知有關的範圍內，繼續就以下請求而適用：在第615及616條的生效日期*前，根據《前身
條例》第115A(1)(a)條向公司提出的請求。
108.決議及會議的紀錄
(1) 在緊接被廢除前有效的《前身條例》第116B(7)、(8)、(9)及(10)、116BC、119、119A及
120條，繼續就在第617至621條的生效日期*前通過的決議、舉行的會議或作出的決定而適
用。
(2) 儘管有第(1)款的規定，如記錄於某簿冊內的紀錄或會議紀錄已由有關決議、會議或決定
(視屬何情況而定)的日期起計備存至少10年，則公司無需按照《前身條例》第116B(7)、
116BC(3)或119(1)條，備存該等紀錄或會議紀錄。
(3) 在緊接被廢除前有效的《前身條例》第117(1)、(5)及(7)條繼續就以下決議及協議而適
用：在第622條(第(3)及(5)款除外)的生效日期*前通過但沒有在該日期前向處長遞交的決
議，以及在該日期前訂立但沒有在該日期前向處長遞交的協議。
(4) 在緊接被廢除前有效的《前身條例》第117(2)、(6)及(7)條，繼續就在第622(3)條的生效
第 622 章 - 《公司條例》 400
日期*前發出的公司章程細則而適用。
(5) 如有關公司在第622(5)條的生效日期*前收到有關要求，則在緊接被廢除前有效的《前身條
例》第117(3)、(6)及(7)條，繼續適用。
109.查閱決議及會議紀錄的權利
在緊接被廢除前有效的《前身條例》第120(1)、(3)及(4)及348C(3)條—
(a) 繼續就以下要求而適用：公司在第620條的生效日期*前收到的、關乎查閱載有公司任
何大會的議事程序紀錄的簿冊的要求；
(b) 繼續憑藉如此有效的《前身條例》第116B(9)條就以下要求而適用：公司在第620條的
生效日期*前收到的、關乎查閱按照該條例第116B(7)條作出的紀錄的要求；及
(c) 繼續憑藉如此有效的《前身條例》第116BC(4)條就以下要求而適用：公司在第620條的
生效日期*前收到的、關乎查閱按照該條例第116BC(3)條作出的紀錄的要求。
110.取得決議及會議紀錄的文本的權利
在緊接被廢除前有效的《前身條例》第120(2)、(3)及(4)及348C(3)條—
(a) 繼續就以下要求而適用：公司在第620條的生效日期*前收到的、關乎獲提供載有該公
司任何大會的議事程序紀錄的簿冊的文本的要求；
(b) 繼續憑藉如此有效的《前身條例》第116B(9)條就以下要求而適用：公司在第620條的
生效日期*前收到的、關乎獲提供按照該條例第116B(7)條作出的紀錄的文本的要求；
及
(c) 繼續憑藉如此有效的《前身條例》第116BC(4)條就以下要求而適用：公司在第620條的
生效日期*前收到的、關乎獲提供按照該條例第116BC(3)條作出的紀錄的文本的要求。
111.對某類別成員的會議的適用範圍
在緊接被廢除前有效的《前身條例》第63A(6)條，繼續就符合以下說明的會議而適用︰關於該
會議的通知，是在第12部第1分部第12次分部的生效日期*前發出的。
112.成員登記冊
(1) 在第627條的生效日期*當日及之後，根據《前身條例》第95條備有的成員登記冊，須視為
根據第627條以及為該條的目的而備存的成員登記冊。
(2) 在緊接被廢除前有效的《前身條例》第98(1)、(3)及(4)及348C(3)條，繼續就以下要求而
適用︰有關公司在第631條的生效日期*前收到的、關乎查閱成員登記冊或成員的姓名或名
稱索引的要求。
(3) 在緊接被廢除前有效的《前身條例》第98(2)、(3)及(4)及348C(3)條，繼續就以下要求而
適用︰有關公司在第631條的生效日期*前收到的、關乎獲提供成員登記冊(或其任何部分)
的文本的要求。
(4) 如在第632條的生效日期*前，已為《前身條例》第99(1)條的目的發出通知，則在緊接被廢
除前有效的《前身條例》第99條，繼續就閉封成員登記冊一事而適用。
(5) 在緊接被廢除前有效的《前身條例》第104條，繼續就以下成員登記冊而適用︰按根據該條
例第103 條發出的特許證備存的成員登記冊。
第 622 章 - 《公司條例》 401
113.查閱董事及秘書登記冊
在緊接被廢除前有效的《前身條例》第158(7)、(8)及(9)及348C(3)條，繼續就以下要求而適用
︰有關公司在第642及649條的生效日期*前收到的、關乎查閱董事及秘書登記冊的要求。
114.董事登記冊
在第641條的生效日期*當日及之後，公司根據《前身條例》第158(1)條備存的董事及秘書登記
冊在其與該公司董事或備任董事有關的範圍內，須視為根據第641條以及為該條的目的而備存的
董事登記冊。
115.須在董事登記冊中登記的詳情
(1) 在—
(a) 原有公司擬備其首份周年申報表(該申報表所採用的最後結算日期是第643條的生效日
期當日或之後的日期)之前；或
(b) (如該公司沒有擬備上述申報表)該公司擬備該申報表原本應採用的最後結算日期之
前，
該公司無需遵守本條例中規定該公司的董事登記冊須載有《前身條例》所規定詳情以外的
詳情的條文。
(2) 除非有關原有公司是按根據本附表或憑藉《釋義及通則條例》(第1章)第23條具有持續效力
的《前身條例》的條文組成及註冊的公司，否則第(1)款不就以下董事或備任董事而適用︰
該董事或備任董事的詳情，是在第643條的生效日期當日或之後方獲首次登記(不論該董事
或備任董事是在該日期之前、當日或之後獲委任)。
(3) 凡某董事或備任董事的已登記詳情，在第643條的生效日期當日或之後被修改(不論有關更
改是在該日期之前、當日或之後發生的)，第(1)款不再就該董事或備任董事而適用。
(4) 第(1)、(2)及(3)款並不影響須載於有關公司的周年申報表內的詳情。
(5) 就屬自然人的原有公司的董事或備任董事而言，在第643條的生效日期當日及之後，該公司
的註冊辦事處的地址須視為該董事或備任董事的通訊地址。
(6) 第(5)款的施行，並不導致產生第645條所訂的向處長交付通知的責任。
116.關於須登記的詳情的補充條文
(1) 在第643條的生效日期當日，原有公司須從其董事登記冊刪除任何關於以下幕後董事的記項
︰根據《前身條例》第158(10)(a)條當作是該公司董事的幕後董事。
(2) 如原有公司已按照《前身條例》第158條，就該公司的幕後董事向處長送交一份知會，第
645條在猶如有關幕後董事於第643條的生效日期當日不再擔任董事的情況下適用。
(3) 如在第643條的生效日期當日或之後，原有公司從其董事登記冊刪除《前身條例》所規定但
非本條例所規定的詳情，此舉並不導致產生第645條所訂的向處長交付通知的責任。
(4) 在緊接被廢除前有效的《前身條例》第158條，繼續就在第643條的生效日期前發生的更改
而適用。
117.公司秘書登記冊
第 622 章 - 《公司條例》 402
在第648條的生效日期*當日及之後，公司根據《前身條例》第158(1)條備存的董事及秘書登記
冊在其與該公司的公司秘書或聯名公司秘書有關的範圍內，須視為根據第648條以及為該條的目
的而備存的公司秘書登記冊。
118.須在公司秘書登記冊中登記的詳情
(1) 在—
(a) 原有公司擬備其首份周年申報表(該申報表所採用的結算日期是第650條的生效日期*當
日或之後的日期)之前；或
(b) (如該公司沒有擬備上述申報表)該公司擬備該申報表原本應採用的最後結算日期之
前，
該公司無需遵守本條例中規定該公司的公司秘書登記冊須載有《前身條例》所規定詳情以
外的詳情的條文。
(2) 除非有關原有公司是按根據本附表或憑藉《釋義及通則條例》(第1章)第23條具有持續效力
的《前身條例》的條文組成及註冊的公司，否則第(1)款不就以下公司秘書而適用︰該公司
秘書的詳情，是在第650條的生效日期*當日或之後方獲首次登記(不論該公司秘書是在該日
期之前、當日或之後獲委任)。
(3) 凡某公司秘書的已登記詳情，在第650條的生效日期*當日或之後被修改( 不論有關更改是
在該日期之前、當日或之後發生的)，第(1)款不再就該公司秘書而適用。
(4) 第(1)、(2)及(3)款並不影響須載於有關公司的周年申報表內的詳情。
(5) 就屬自然人的原有公司的公司秘書而言，在第650條的生效日期*當日及之後，該公司的註
冊辦事處地址須視為該公司秘書的通訊地址。
(6) 第(5)款的施行，並不導致產生第652條所訂的向處長交付通知的責任。
119.關於須登記的詳情的補充條文
(1) 如在第650條的生效日期*當日或之後，原有公司從其公司秘書登記冊刪除《前身條例》所
規定但非本條例所規定的詳情，此舉並不導致產生第652條所訂的向處長交付通知的責任。
(2) 在緊接被廢除前有效的《前身條例》第158條，繼續就在第650條的生效日期*前發生的更改
而適用。
120.公司的註冊辦事處
在緊接被廢除前有效的《前身條例》第92條，繼續就在第658條的生效日期*前出現的更改而適
用。
121.周年申報表
(1) 除非有關公司是一間有股本的私人公司，否則如該公司的財政年度(《前身條例》第2(1)條
所界定者) 是在第662條的生效日期*前開始並在該日期當日或之後終結，則—
(a) 在緊接被廢除前有效的《前身條例》第107及109條，繼續就該財政年度而就該公司適
用；及
(b) 第662條就以下財政年度而就該公司適用：在該生效日期*當日或之後開始的首個財政
第 622 章 - 《公司條例》 403
年度，以及其後的所有財政年度。
(2) 如有關公司是一間有股本的私人公司，在緊接被廢除前有效的《前身條例》第107及109
條，繼續就該公司的以下周年申報表而適用︰其結算日期是在第662條的生效日期*前的周
年申報表。
第13部
為第13部作的過渡性安排及保留安排
122.就認許安排或妥協保留《前身條例》等
(1) 如在第13部第2分部的生效日期*前，已為《前身條例》第166(1)條的目的向原訟法庭提出
申請，要求就某安排或妥協召開會議，則在緊接該生效日期*前有效的《前身條例》第
166、166A及167條及《公司(清盤)規則》(第32章，附屬法例H)第117條，繼續就該安排或
妥協而適用。
(2) 在緊接被廢除前有效的《公司(費用及百分率)令》(第32章，附屬法例C)附表1第2(e)項，
繼續就以下申請而適用：按根據第(1)款具有持續效力的《前身條例》第166條提出的申
請。
123.收購要約
在緊接被廢除前有效的《前身條例》第168(1)、(2)及(3)條及附表9，繼續就符合以下說明的收
購要約而適用—
(a) 在第13部第4分部的生效日期*前作出的；而
(b) 在緊接該等條文被廢除前，該等條文是就該要約而適用的。
第14部
為第14部作的過渡性安排及保留安排
124.就不公平地損害提出的呈請
(1) 在緊接2005年7月15日前有效的《前身條例》第168A條，繼續就以下呈請而適用：於2005年
7月15日前，為尋求該第168A條所指的命令而提出的呈請。
(2) 在緊接被廢除前有效的《前身條例》第168A 條，繼續就以下呈請而適用：於2005年7月15
日或之後但在第14部第2分部的生效日期*前，為尋求該條所指的命令而提出的呈請。
(3) 在緊接第14部第2分部的生效日期*前有效的《公司(清盤)規則》(第32章，附屬法例H)，繼
續就以下呈請而適用：於2005年7月15日或之後，但在該生效日期*前，為尋求《前身條
例》第168A條所指的命令而提出的呈請。
125.申請強制令
在緊接被廢除前有效的《前身條例》第350B(1)(g)及(h)條，繼續就以下申請而適用：於第14部
第3分部的生效日期*前，為該條的目的提出的申請。
第 622 章 - 《公司條例》 404
126.就對公司所作的不當行為提出衍生訴訟等
在緊接被廢除前有效的《前身條例》第IVAA部，繼續就以下事宜而適用—
(a) 於第14 部第4 分部的生效日期*前，根據在緊接被廢除前有效的《前身條例》第168BC
條提起的、要求批予提起或介入法律程序的許可的申請；及
(b) (如已就提起或介入的法律程序批予許可)如此提起或介入的法律程序。
127.查閱公司紀錄的申請
在緊接被廢除前有效的《前身條例》第152FA、152FB、152FC、152FD及152FE條，繼續就以下事
宜而適用—
(a) 於第14部第5分部的生效日期*前，根據在緊接被廢除前有效的《前身條例》第152FA條
提出的、要求作出查閱命令的申請；及
(b) (如已作出查閱命令)該項查閱。
第15部
為第15部作的過渡性安排及保留安排
128.關於卸棄根據《前身條例》歸屬政府的財產
在緊接被廢除前有效的《前身條例》第290C及290D條，繼續就卸棄政府對以下財產或權利(不動
產除外)的所有權而適用：於第15部第3分部的生效日期*前，根據《前身條例》第292條歸屬政
府的財產或權利(不動產除外)。
129.除名
(1) 如在第15部第1分部第1次分部的生效日期*前，處長已根據《前身條例》第291(1)條向某公
司送交一封信件，則在緊接被廢除前有效的《前身條例》第291(2)、(3)及(6)條，繼續就
該公司的名稱從登記冊剔除及該公司解散一事而適用。
(2) 如在第15部第1分部第1次分部的生效日期*前，處長已根據《前身條例》第291(5)條就某公
司於憲報刊登公告，則在緊接被廢除前有效的《前身條例》第291(6)條，繼續就該公司的
名稱從登記冊剔除及該公司解散一事而適用。
(3) 如在第15部第1分部第2次分部的生效日期*前，處長已根據《前身條例》第291(4)條就某公
司於憲報刊登公告，則在緊接被廢除前有效的《前身條例》第291(6)條，繼續就該公司的
名稱從登記冊剔除及該公司解散一事而適用。
(4) 如在第15部第1分部第2次分部的生效日期*前，處長已為《前身條例》第291A(1)條的目的
提出申請，則在緊接被廢除前有效的《前身條例》第291A條，繼續就有關公司的名稱從登
記冊剔除及該公司解散一事而適用。
(5) 如在第15部第2分部的生效日期*前，已根據《前身條例》第291AA(1)條提出申請，則在緊
接被廢除前有效的《前身條例》第291AA條，繼續就撤銷有關公司註冊及該公司解散一事而
適用。
第 622 章 - 《公司條例》 405
130.恢復列入登記冊
(1) 在緊接被廢除前有效的《前身條例》第291(7)或291A(2)條，繼續就以下申請而適用：於第
15部第4分部第2次分部的生效日期*前，為該條的目的提出的申請。
(2) 在緊接被廢除前有效的《前身條例》第291AB(2)、(3)、(4)及(5)條，繼續就以下申請而適
用：於第15部第4分部第2次分部的生效日期*前，為在緊接該條廢除前有效的《前身條例》
第291AB(2)條的目的提出的申請。
131.無主財物
在緊接被廢除前有效的《前身條例》第292(2)條，繼續就以下條文而適用：如此有效及憑藉
《釋義及通則條例》(第1章)第23條具有持續效力的《前身條例》第292(1)條。
第16部
為第16部作的過渡性安排及保留安排
132.註冊申請
(1) 如在緊接第16部第2分部的生效日期前，有根據《前身條例》第333(1)條提出的註冊申請仍
然待決，則該申請須視為根據第776(2)條提出的註冊申請。
(2) 在緊接被廢除前有效的《前身條例》附表8第III部(a)段，繼續就第(1)款所述的申請而適
用，猶如在該段中提述第333AA(2)(c)條是提述第777(4)(a)條一樣。
(3) 在緊接被廢除前有效的《前身條例》附表8第III部(aa)段，繼續就第(1)款所述的申請而適
用，猶如在該段中提述第333條是提述第776條一樣。
133.獲授權代表的登記詳情
如在第16部第5分部的生效日期當日或之後，非香港公司為憑藉《釋義及通則條例》(第1章)第
23條具有持續效力的《前身條例》第335(1)(b)條的目的，就另一名獲授權代表將申報表交付處
長登記，則在緊接被廢除前有效的《前身條例》第333A(2)條，繼續就該公司而適用。
134.登記申報表
(1) 如—
(a) 在第16部第3分部的生效日期前，根據《前身條例》第335(2)條將申報表及其他文件交
付處長登記；而
(b) 在該生效日期開始時，處長由於仍未收到《前身條例》第335(2)(b)條所述的所有文
件，以致沒有根據《前身條例》第335(3)條將該申報表登記及發出新註冊證明書，
則該申報表須視為根據第778條交付處長登記的申報表。
(2) 如在第16部第3分部的生效日期當日或之後，根據憑藉《釋義及通則條例》(第1章)第23條
具有持續效力的《前身條例》第335(2)條，將申報表及其他文件交付處長登記，則該申報
表須視為根據第778條交付處長登記的申報表。
(3) 在緊接被廢除前有效的《前身條例》附表8第III部(a)段，繼續就第(1)款所述的申請而適
第 622 章 - 《公司條例》 406
用，猶如在該段中提述第335(3)條是提述第779(1)(b)條一樣。
135.規管法人名稱的使用的通知書
根據在緊接被廢除前有效的《前身條例》第337B條送達的通知書，如在緊接第16部第4分部的生
效日期前是有效的，則繼續有效，並猶如它是根據第780條送達的通知一樣具有效力。
136.關於在香港不再設有營業地點的通知
如在第16部第7分部的生效日期當日或之後，非香港公司根據憑藉《釋義及通則條例》(第1章)
第23條具有持續效力的《前身條例》第339(1)條向處長送交一份通知，則在緊接被廢除前有效
的《前身條例》第339(2)條，繼續就該通知及該公司而適用。
137.解散通知
如在第16部第7分部的生效日期當日或之後，非香港公司的代理人根據憑藉《釋義及通則條例》
(第1章)第23條具有持續效力的《前身條例》第339AA(1)條向處長送交一份通知及其他文件，則
在緊接被廢除前有效的《前身條例》第339AA(2)條，繼續就該通知、該文件及該公司而適用。
138.除名
(1) 如在第16部第8分部的生效日期前，處長已根據《前身條例》第291(1)條向某非香港公司送
交信件，則在緊接被廢除前有效的《前身條例》第291(2)、(3)及(6)條，繼續憑藉如此有
效的《前身條例》第339A(2)條，就將該公司的名稱從登記冊剔除一事而適用。
(2) 如在第16部第8分部的生效日期前，處長已根據《前身條例》第291(5)條就非香港公司於憲
報刊登公告，則在緊接被廢除前有效的《前身條例》第291(6)條，繼續憑藉如此有效的
《前身條例》第339A(2)條，就將該公司的名稱從登記冊剔除一事而適用。
(3) 如在第16部第8分部的生效日期前，處長已根據《前身條例》第291(4)條就非香港公司於憲
報刊登公告，則在緊接被廢除前有效的《前身條例》第291(6)條，繼續憑藉如此有效的
《前身條例》第339A(2)條，就將該公司的名稱自登記冊剔除一事而適用。
139.恢復列入登記冊
在緊接被廢除前有效的《前身條例》第291(7)條，繼續憑藉如此有效的《前身條例》第339A(2)
條就以下申請而適用：於第16部第8分部的生效日期前，為在緊接被廢除前有效的該第291(7)條
的目的而提出的申請。
140.先前發出的證明書
(1) 本條適用於符合以下說明的證明書—
(a) 根據以下條文發出—
(i) 在2007年12月14日前不時有效的《前身條例》第333(3)或(5)條；或
(ii)在緊接被廢除前有效的《前身條例》第333AA(2)(c)或335(3)條；而
(b) 在緊接第16部的生效日期前屬有效的。
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(2) 有關證明書繼續有效，並猶如它是根據第777(4)(a)或779(1)(b)條(視屬何情況而定)發出
的證明書一樣具有效力。
第17部
為第17部作的過渡性安排及保留安排
141.註冊申請
(1) 如在緊接第17部的生效日期*前，有為根據《前身條例》第310條註冊而提出的申請仍然待
決，該項申請須視作為了根據第807條註冊而提出的申請。
(2) 儘管有第811條的規定，如屬以下情況，則申請人無須為有關註冊向處長繳付費用—
(a) 有關公司不是註冊為有限公司；或
(b) 有關公司是註冊為有限公司，但在該公司註冊前，股東的法律責任是受其他條例所限
的。
第18部
為第19部作的過渡性安排及保留安排
142.根據《前身條例》第142或143條委任的審查員進行的調查
(1) 如在第19部第2分部的生效日期*前—
(a) 財政司司長已根據《前身條例》第142或143條委任審查員，以調查某公司的事務；而
(b) 仍未就該項調查發表最後報告，
則本條適用。
(2) 在緊接被廢除前有效的《前身條例》第144、145、145A、145B、146、146A、150、151、
152B、152D及152F(1)條，繼續就上述調查而適用。
(3) 在《前身條例》第145B條中，提述“第161條”或“第161B條”，須分別理解為提述“第
161條或《公司條例》(第622章)第383條” 或“第161B條或《公司條例》(第622章)第383
條”。
(4) 在《前身條例》第146(3)(a)(ii)條中，提述“根據第305條就一份文件在處長的辦事處擬
備核證副本所指定的費用”，須理解為提述“財政司司長為施行《公司條例》(第622章)第
860(1)(b)條而訂明的費用”。
143.根據《前身條例》第142或143條委任的審查員進行調查所需的費用
如在第19部第2分部的生效日期*前—
(a) 財政司司長已根據《前身條例》第142或143條委任審查員，以調查某公司的事務；而
(b) 進行該項調查所需及附帶的費用仍未支付，
則該條例第148條繼續就該等費用而適用。
144.根據《前身條例》第142或143條委任的審查員作出的報告或取得的資料
第 622 章 - 《公司條例》 408
(1) 在緊接被廢除前有效的《前身條例》第147(1)條，繼續就因以下事宜所引致的檢控而適用
—
(a) 根據該條例第146條作出的報告或提供的資料；或
(b) 根據該條例第152B條取得的資料或文件。
(2) 在緊接被廢除前有效的《前身條例》第147(2)、168A(1)及168J(1)條，繼續就以下事宜而
適用—
(a) 根據該條例第146條作出的報告；或
(b) 根據該條例第152B條取得的資料或文件。
(3) 在緊接被廢除前有效的《前身條例》第147(3)及(4)條，繼續就以下事宜而適用—
(a) 根據該條例第146條作出的報告或提供的資料；或
(b) 根據該條例第152B條取得的資料或文件。
(4) 在緊接被廢除前有效的《前身條例》第149條，繼續就根據該條例第146(1)條作出的報告而
適用。
(5) 在緊接被廢除前有效的《前身條例》第152C條，繼續就根據該條例第152B條取得的資料或
文件而適用。
145.根據《前身條例》第152A條要求出示簿冊或文據
(1) 如在第19部第3分部的生效日期*前，財政司司長或財政司司長授權的人，根據《前身條
例》第152A(1)條要求公司或法人團體出示簿冊或文據，則本條適用。
(2) 在緊接被廢除前有效的《前身條例》第152A(2)、(3)、(4)、(5)及(6)、152B、152C、
152D、152E及152F條，繼續就有關要求而適用。
(3) 在緊接被廢除前有效的《前身條例》第147(1)條，繼續就根據該條例第152A或152B條取得
的資料或文件所引致的檢控而適用。
(4) 在緊接被廢除前有效的《前身條例》第147(2)、(3)及(4)、168A(1)及168J(1)條，繼續就
根據該條例第152A或152B條取得的資料或文件而適用。
146.《前身條例》第168A(1)條所指的命令
(1) 如有以下情況，本條適用—
(a) 在第19部第2或3分部(視屬何情況而定)的生效日期*前—
(i) 財政司司長根據《前身條例》第147(2)(b)條，根據第168A(1)條提出一項要求作
出命令的呈請；而
(ii)該項呈請仍未獲得裁定；或
(b) 在第19部第2或3分部(視屬何情況而定)的生效日期*當日或之後，財政司司長援引本附
表第144(2)或145(4)條，根據《前身條例》第168A(1)條提出要求作出命令的呈請。
(2) 在緊接被廢除前有效的《前身條例》第168A(2)、(2C)、(3)、(4)及(6)條，就上述呈請而
適用。
147.根據《前身條例》第168J(1)條申請取消資格令
(1) 如有以下情況，本條適用—
(a) 在第19部第2或3分部(視屬何情況而定)的生效日期*前—
(i) 財政司司長根據《前身條例》第168J(1)條，申請取消資格令；而
第 622 章 - 《公司條例》 409
(ii)該項申請仍未獲得裁定；或
(b) 在第19部第2或3分部(視屬何情況而定)的生效日期*當日或之後，財政司司長援引本附
表第144(2)或145(4)條，根據《前身條例》第168J(1)條申請取消資格令。
(2) 在緊接被廢除前有效的《前身條例》第168J(2)條，就上述申請而適用。
148.根據《前身條例》第152(1)條委任的審查員進行的調查
(1) 如在第19部第6分部的生效日期*前，公司已根據《前身條例》第152(1)條委任審查員，以
調查其本身事務，則本條適用。
(2) 在緊接被廢除前有效的《前身條例》第152(2)、(3)、(4)及(5)條，繼續就上述調查而適
用。
(3) 在緊接被廢除前有效的《前身條例》第152(6)條，繼續就有關審查員就上述調查作出的報
告而適用。
第19部
為第20部作的過渡性安排及保留安排
149.懷疑發生罪行時查閱及出示文件
在緊接被廢除前有效的《前身條例》第351B條，繼續就以下申請而適用：於第897條的生效日期
*前為該條的目的提出的申請。
(編輯修訂—2013年第1號編輯修訂紀錄)
___________________________________________________________
註﹕
* 生效日期：2014年3月3日。