《LAWS OF HONG KONG COMPANIES ORDINANCE CHAPTER 32》

CHAPTER 32COMPANIES ORDINANCE18

ARRANGEMENT OF SECTIONS18

1.Short title18

Interpretation18

2.Interpretation18

3. [Repealed]23

PART ⅠINCORPORATION OF COMPANIES AND MATTERS INCIDENTAL THERETO23

Memorandum of Association23

4.Mode of forming incorporated company23

5. Requirements with respect to memorandum23

6. Signature of memorandum24

7. Restriction on alteration of memorandum24

8. Mode in which and extent to which objects may be altered24

Articles of Association26

9.Articles prescribing regulations for companies26

10. Regulations required in case of unlimited company or company limited by guarantee26

11. Adoption and application of Table A26

12. Printing and signature of articles27

13. Alteration of articles by special resolution27

Form of Memorandum and Articles27

14.Statutory forms of memorandum and articles27

Registration27

15.Registration of memorandum and articles27

16. Effect of registration27

17. Power of company to hold lands28

18. Conclusiveness of certificate of incorporation28

19. Unlimited companies may be re-registered as limited28

Provisions with respect to Names of Companies30

20.Restriction on registration of companies by certain names30

20A. Reservation of proposed name31

21. Power to dispense with "limited" in name of charitable and other companies32

22. Change of name34

22A. Power of Registrar to require company to abandon misleading name34

General Provisions with respect to Memorandum and Articles35

23.Effect of memorandum and articles35

24. Provision as to memorandum and articles of companies limited by guarantee35

25. Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent35

25A. Power to alter conditions in memorandum which could have been contained in articles35

26. Copies of memorandum and articles to be given to members36

27. Issued copies of memorandum to embody alterations36

Membership of Company36

28.Definition of member36

28A. Membership of holding company37

Private Companies38

29.Meaning of private company38

30. Circumstances in which company ceases to be or to enjoy privileges of a private company38

Reduction of Number of Members below Legal Minimun39

31.Liability for debts where business carried on without minimum number of members39

Contracts, etc.40

32.Form of contracts40

32A. Pre-incorporation contracts40

33. Bills of exchange and promissory notes41

34. Execution of deeds abroad41

35. Power for company to have official seal for use abroad41

A uthen tication of Documents41

36.Authentication of documents41

PART ⅡSHARE CAPITAL AND DEBENTURES42

Prospectus42

37.Dating of prospectus42

38. Specific requirements as to particulars in prospectus42

38A. Exclusion of section 38 and relaxation of Third Schedule in case of certain prospectuses44

38B. Advertisements concerning prospectuses44

38C. Expert's consent to issue of prospectus containing statement by him45

38D. Registration of prospectus45

39. [Repealed]47

40. Civil liability for misstatements in prospectus47

40A. Criminal liability for misstatements in prospectus50

41. Document containing offer of shares or debentures for sale to be deemed prospectus50

41A. Interpretation of provisions relating to prospectuses51

Allotment51

42.Prohibition of allotment unless minimum subscription received51

43. Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to Registrar52

44. Effect of irregular allotment53

44A. Applications for, and allotment of, shares and debentures53

44B. Allotment of shares and debentures to be listed on stock exchange54

45. Return as to allotments55

Commissions and Discounts57

46.Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, c57

47. [Repealed]58

48. Prohibition of provision of financial assistance by company for purchase of its own shares58

Construction of References to offering Shares or Debentures to the Public58

48A.Construction of references to offering shares or debentures to the public58

Issue of Shares at Premium, Redeemable Preference Shares.and Shares at Discount59

48B.Application of premiums received on issue of shares59

49. Power to issue redeemable preference shares60

50. Power to issue shares at a discount61

Miscellaneous Provisions as to Share Capital62

51.Power of company to arrange for different amounts being paid on shares62

52. Reserve liability of limited company62

53. Power of company limited by shares to alter its share capital62

54. Notice to Registrar of consolidation of share capital, conversion of shares into stock, c63

55. Notice of increase of share capital63

56. Power of unlimited company to provide for reserve share capital on re-registration63

57. Power of company to pay interest out of capital in certain cases64

57A. Non voting shares and shares with different voting rights64

57B. Approval of company required for allotment of shares by directors65

57C. Validation of shares improperly issued66

Reduction of Share Capital66

58.Special resolution for reduction of share capital66

59. Application to court for confirming order, objections by creditors and settlement of list of objecting creditors67

60. Order confirming reduction and powers of court on making such order68

61. Registration of order and minute of reduction68

62. Liability of members in respect of reduced shares68

63. Penalty for concealing name of creditor69

Variation of Shareholders' Rights69

63A.Variation of rights attached to special classes of shares69

64. Rights of holders of special classes of shares71

64A. Documents relating to rights of holders of special classes of shares to be filed with Registrar71

Transfer of Shares and Debentures, Evidence of Title72

65.Nature of shares72

65A. Numbering of shares72

66. Transfer not to be registered except on production of instrument of transfer72

67. Transfer by personal representative72

68. Registration of transfer at request of transferor72

69. Notice of refusal to register transfer73

69A. Certification of transfers73

70. Duties of company with respect to issue of certificates74

71. Certificate to be evidence of title74

71A. Procedure for replacement of lost certificate74

72. Evidence of grant of probate78

73. Issue and effect of share warrants to bearer78

73A. Official seals for seaiing share certificates etc79

74. Power to make compensation for losses from forged transfers79

Special Provisions as to Debentures80

74A.Company's register of debenture holders80

74B. Construction of provision of instrument relating to form of register of debenture holders80

75. Rights of inspection of register of debenture holders and to copies of register and trust deed or other document81

75A. Meetings of debenture holders81

75B. Liability of trustees for debenture holders82

76. Perpetual debentures83

77. Power to re-issue redeemed debentures on certain cases83

78. Specific performance of contracts to subscribe for debentures84

79. Payment of certain debts out of assets subject to floating charge in priority to claims under the charge84

PART ⅢREGISTRATION OF CHARGES85

Registration of Charges with Registrar of Companies85

80.Registration of charges created by companies85

81. Duty of company to register charges created by company87

82. Duty of company to register charges existing on property acquired87

83. Register of charges to be kept by Registrar88

84. [Repealed]88

85. Entries of satisfaction and release of property from charge89

86. Extension of time for registration, and rectification of register of charges89

87. Notice to Registrar of appointment of receiver or manager, or of mortgagee taking possession89

Provisions as to Company's Register of Charges and as to Copies of Instruments creating Charges90

88.Copies of instruments creating charges to be kept by company90

89. Company's register of charges91

90. Right to inspect copies of instruments creating mortgages and charges and company's register of charges92

Application of Part Ⅲ to Companies incorporated outside Hong Kong92

91.Application of Part Ⅲ to company incorporated outside Hong Kong92

PART ⅣMANAGEMENT AND ADMINISTRATION93

Registered Office and Name93

92.Registered office of company93

93. Publication of name by company93

94. Adequacy of certain descriptions of companies95

Register of Members96

95.Register of members96

96. Index of members of company97

97. Provisions as to entries in register in relation to share warrants97

98. Inspection of register of members98

98A. Consequences of failure to comply with requirements as to register owing to agent's default98

99. Power to close register of members and register of debenture holders99

100. Power of court to rectify register99

101. Trusts not to be entered on register100

102. Register to be evidence100

Branch Register100

103.Power for company to keep branch register100

104. Regulations as to branch register102

105. [Repealed]103

106. Provisions as to branch registers of oversea companies kept in Hong Kong103

Annual Return103

107.Annual return to be made by company having a share capital103

108. Annual return to be made by company not having a share capital104

109. General provisions as to annual returns104

110. Certificates to be sent by private company with annual return105

Meetings and Proceedings106

111.Annual general meeting106

112. [Repealed]106

113. Convening of extraordinary general meeting on requisition107

114. Length of notice for calling meetings107

114A. General provisions as to meetings and votes108

114B. Power of court to order meeting109

114C. Proxies109

114D. Right to demand a poll111

114E. Voting on a poll111

115. Representation of companies at meetings of other companies and of creditors111

115A. Circulation of members' resolutions, etc112

116. Special resolutions113

116A. Restriction on alteration of articles to improve director's emoluments114

116B. Resolutions signed by all members deemed to have been passed at meeting115

116C. Resolutions requiring special notice115

117. Registration and copies of certain resolutions and agreements116

118. Resolutions passed at adjourned meetings116

119. Minutes of proceedings of meetings and directors117

119A. Place where minute books to be kept and notice of change of place117

120. Inspection of minute books118

A ccoun ts and Audit118

121.Keeping of books of account118

122. Profit and loss account and balance sheet119

123. General provisions as to contents and form of accounts120

124. Obligation to lay group accounts before holding company121

125. Form of group accounts122

126. Contents of group accounts123

127. Financial year of holding company and subsidiary123

128. Statement in holding company's accounts of identities and places of incorporation of subsidiaries, and particulars of share-holdings therein124

129. Statement in company's accounts of identities and places of incorporation of companies not subsidiaries whose shares it holds, and particulars of those shares125

129A. Statement in subsidiary company's accounts of name and place of incorporation of its ultimate holding company127

129B. Signing of balance sheet127

129C. Accounts to be annexed, and auditors' report to be attached, to balance sheet128

129D. Directors' report to be attached to balance sheet128

129E. Directors' report to show, for items included under authority of proviso to section 141C corresponding amounts for preceding financial year130

129F. Penalization of failure by directors to secure compliance with requirements of sections 129D and 129E130

129G. Right to receive copies of balance sheets and directors' and auditors' reports131

130. [Repealed]132

131. Appointment and removal of auditors132

132. Supplementary provisions relating to appointment and removal of auditors134

133. Powers of auditors in relation to subsidiaries135

134. False statements etc. to auditors135

135-139. [Repealed]136

140. Disqualifications for appointment as auditor136

140A. Resignation of auditor137

140B. Right of auditor who resigns to requisition meeting of company, etc138

141. Auditors' report and rights of access to books and to attend and be heard at meetings139

141A. Special provisions in respect of financial years ending before 30.9.75141

14lB. Special provisions in respect of first financial year ending after 29.9.75141

141C. Construction of references to documents annexed to accounts142

Accounts of certain private companies142

141D.Power of shareholders of certain private companies to waive compliance with requirements as to accounts142

Inspection144

142.Investigation of the affairs of a company on application of members144

143. Investigation of the affairs of a company in other cases144

144. Power of an inspector to investigate affairs of related company145

145. Production of documents, and evidence, on investigation145

145A. Delegation of powers by inspector147

146. Inspector's report147

146A. Extension of Financial Secretary's powers of investigation to certain bodies in-corporated outside Hong Kong148

147. Proceedings on inspector's report148

148. Expenses of investigation of the affairs of a company149

149. Inspector's report to be evidence150

149A. Admissibility in evidence of certain matter150

150. Saving for solicitors and bankers150

151. Notice to Registrar150

152. Power of company to appoint inspector150

Inspection of Companies' Books and Papers151

152A.Power of Financial Secretary to require production of documents151

152B. Entry and search of premises152

152C. Provision for security of information153

152D. Penalization of destruction, multilation, etc. of company documents153

152E. Penalization of furnishing false information under section 152A154

152F. Saving for solicitors and bankers154

Directors and other Officers154

153.Directors154

154. Secretary155

154A. Restriction on body corporate being director156

154B. Avoidance of acts done by person in dual capacity as director and secretary156

155. Qualification of director156

155A. Approval of company required for disposal by directors of company's fixed assets157

155B. Notices of resolutions to contain explanation of their effect and particulars of relevant interests of directors158

155C. Directors' duty to shareholders regarding prospectus or statement in lieu158

156. Provisions as to undischarged bankrupts acting as directors158

157. Validity of acts of directors159

157A. Appointment of directors to be voted on individually159

157B. Removal of directors160

157C. Minimum age limit for directors161

157D. Resignation of director or secretary161

157E. Power to restrain fraudulent persons from managing companies162

157F. Disqualification of directors of insolvent companies164

157G. Prohibition of tax-free payments to directors166

157H. Prohibition of loans to directors, etc166

1571. Civil consequences of transactions contravening section 157H170

157J. Criminal penalties for contravention of section 157H172

158. Register of directors and secretaries172

158A. Place where register of directors and secretaries may be kept174

158B. Duty to make disclosure for purposes of section 158175

158C. Registrar to keep an index of directors175

159. Limited company may have directors with unlimited liability175

160. Special resolution of limited company making liability of directors unlimited176

161. Particulars in accounts of directors' emoluments, pensions, etc176

161A. Statements annexed to accounts showing certain items to include corresponding amounts for preceding financial year178

161B. Particulars in accounts of loans to officers, etc179

161C. General duty to make disclosure for purposes of sections 161 and 161B183

162. Disclosure by directors of material interests in contracts183

162A. Special provision relating to management contracts184

163. Approval of company requisite for payment by it to director or past director for loss of office etc184

163A. Approval of company requisite for any payment, in connexion with transfer of its property, to director or past director for loss of office etc184

163B. Duty of director or past director to disclose payment for loss of office, etc., made in conncxion with transfer of shares in company185

163C. Approval of company requisite for payment of damages or pension to director or past director in certain cases186

163D. Provisions supplementary to sections 163, 163A, 163B and 163C186

164. Provisions as to assignment of office by directors188

A voidance ofProvisions in Articles or Contracts relieving Officersfiom Liability188

165.Provisions as to liability of officers and auditors188

Arrangements and Reconstructions189

166.Power to compromise with creditors and members189

166A. Information as to compromises with creditors and members190

167. Provisions for facilitating reconstruction and amalgamation of companies191

168. Rights of company and minority shareholders in case of successful take-over offer192

Minorities193

168A.Alternative remedy to winding up in cases of unfair prejudice193

PART ⅤWINDING UP194

(i) PRELIMINARY194

Modes of Winding Up194

169.Modes of winding up194

Contributories194

170.Liability as contributories of present and past members194

171. Definition of contributory196

172. Nature of liability of contributory196

173. Contributories in case of death of member196

174. Contributories in case of bankruptcy of member196

175. [Repealed]197

(ii) WINDING UP BY THE COURT197

Jurisdiction197

176.Jurisdiction to wind up companies197

Cases in which Company may be wound up h.r Court197

177.Circumstances in which company may be wound up by court197

178. Definition of inability to pay debts198

Petition for Winding Up and Effects thereof198

179.Provisions as to applications for winding up198

179A. Appearance of Official Receiver199

180. Powers of court on hearing petition199

181. Power to stay or restrain proceedings against company200

182. Avoidance of dispositions of property,c. after commencement of winding up200

183. Avoidance of attachments,c200

Commencement of Winding Up200

184.Commencement of winding up by the court200

Consequences of Winding-up Order200

185.Copy of order to be delivered to Registrar200

186. Actions stayed on winding-up order201

187. Effect of winding-up order201

Official Receiver in Winding Up201

188.Official Receiver appointed under Bankruptcy Ordinance to be official receiver for winding-up purposes201

189. [Repealed]201

190. Statement of company's affairs to be submitted to Official Receiver201

91. Report by Official Receiver202

Liquidators203

192.Power of court to appoint liquidators203

193. Appointment and powers of provisional liquidator203

194. Appointment, style,c. of liquidators203

195. Provisions where person other than Official Receiver is appointed liquidator204

196. General provisions as to liquidators204

197. Custody of company's property204

198. Vesting of property of company in liquidator204

199. Powers of liquidator205

200. Exercise and control of liquidator's powers206

201. Books to be kept by liquidator207

202. Payments of liquidator into bank or Treasury207

203. Audit of liquidator's accounts207

204. Control of Official Receiver over liquidators208

205. Release of liquidators208

Committees of Inspection209

206.Meetings of creditors and contributories to determine whether committee of inspection shall be appointed209

207. Constitution and proceedings of committee of inspection209

208. Powers of court where no committee of inspection210

General Powers of Court in ease of Winding Up by Court210

209.Power to stay winding up210

209A. Power of court to order winding up to be conducted as creditors' voluntary winding up211

210. Settlement of list of contributories and application of assets211

211. Delivery of property to liquidator211

212. Payment of debts due by contributory to company and extent to which set-off allowed211

213. Power of court to make calls212

214. Payment into bank of moneys due to company212

215. Order on contributory conclusive evidence212

216. Appointment of special manager212

217. Exclusion of creditors not proving in time213

218. Adjustment of rights of contributories213

219. Inspection of books by creditors and contributories213

220. Power to order costs of winding up to be paid out of assets213

221. Power to summon persons suspected of having property of company213

222. Power to order public examination of promoters, directors,c214

222A. Jurisdiction of Registrar215

223. [Repealed]216

224. Power to arrest absconding contributory or officer216

225. Powers of court cumulative216

226. Delegation to liquidator of certain powers of court216

226A. Dissolution of company otherwise than by order of court217

227. Dissolution of company by order of court217

(iiA) WINDING UP BY THE COURT WITH A REGULATING ORDER217

227A.Court may make a regulating order217

227B. Appointment of liquidator and committee of inspection218

227C. Informing creditors and contributories and ascertaining their wishes and directions219

227D. Compromises and arrangements with creditors219

227E. Proof of debts220

(iiB) WINDING UP BY COURT BY WAY OF SUMMARY PROCEDURE220

227F.Application of Ordinance to small winding-ups220

(iii) VOLUNTARY WINDING UP221

Resolutions for, and commencement of Voluntary Winding Up221

228.Circumstances in which company may be wound up voluntarily221

228A. Special procedure for voluntary winding up in case of inability to continue its221

business221

229.Notice of resolution to wind up voluntarily223

230. Commencement of voluntary winding up223

Consequences of Voluntary Winding Up223

231.Effect of voluntary winding up on business and status of company223

232. Avoidance of transfers,c., after commencement of voluntary winding up223

Declaration of Solvency223

233.Statutory declaration of solvency in case of proposal to wind up voluntarily223

Provisions applicable to a Members' Voluntary Winding Up224

234.Provisions applicable to members' winding up224

235. Power of company to appoint and fix remuneration of liquidators225

235A. Power to remove liquidator225

236. Power to fill vacancy in office of liquidators225

237. Power of liquidator to accept shares,c. as consideration for sale of property of company225

237A. Duty of liquidator to call creditors' meeting in case of insolvency226

238. Duty of liquidator to call general meeting at end of each year226

239. Final meeting and dissolution227

239A. Alternative provisions as to annual and final meetings in case of insolvency228

Provisions applicable to a Creditors' Voluntary Winding Up228

240.Provisions applicable to creditors' winding up228

241. Meeting of creditors228

242. Appointment of liquidator229

243. Appointment of committee of inspection229

244. Fixing of liquidators' remuneration and cesser of directors' powers229

245. Power to fill vacancy in office of liquidator230

246. Application of section 237 to a creditors' voluntary winding up230

247. Duty of liquidator to call meetings of company and of creditors at end of each year230

248. Final meeting and dissolution230

Provisions applicable to every Voluntary Winding Up231

249.Provisions applicable to every voluntary winding up231

250. Distribution of property ofcompany231

251. Powers and duties of liquidator in voluntary winding up231

252. Court may appoint and remove liquidator in voluntary winding up232

253. Notice by liquidator of his appointment232

254. Arrangement, when binding on creditors232

255. Power to apply to court to have questions determined or powers exercised232

255A. Audit of liquidator's accounts in voluntary winding up233

256. Costs of voluntary winding up233

257. Saving for rights of creditors and contributories233

(iv) [Repealed]233

258-262.[Repealed]233

(v) PROVISIONS APPLICABLE TO EVERY MODE OF WINDING UP233

Proofand Ranking of Claims233

263.Debts of all descriptions to be proved233

264. Application of bankruptcy rules in winding up of insolvent companies233

265. Preferential payments234

Effect of Winding Up on antecedent and other Transactions237

266.Fraudulent preference237

266A. Liabilities and rights of certain fraudulently preferred persons237

267. Effect of floating charge238

268. Disclaimer of onerous property in case of company wound up238

269. Restriction of rights of creditor as to execution or attachment in case of company being wound up240

270. Duties of bailiff as to goods taken in execution241

Offences antecedent to or in course of Winding Up241

271.Offences by officers of companies in liquidation241

272. Penalty for falsification of books243

273. Frauds by officers of companies which have gone into liquidation244

274. Liability where proper accounts not kept244

275. Responsibility of directors for fraudulent trading245

276. Power of court to assess damages against delinquent officer, etc246

277. Prosecution of delinquent officers and members of company246

Supplement Provisions as to Winding Up247

278.Disqualification for appointment as liquidator247

278A. Corrupt inducement affecting appointment as liquidator248

279. Enforcement of duty of liquidator to make returns,c248

280. Notification that a company is in liquidation248

281. Exemption of certain documents from stamp duty on winding up of companies248

282. Books of company to be evidence249

283. Disposal of books and papers of company249

284. Information as to pending liquidations249

285. Unclaimed assets to be paid to companies liquidation account250

286. Resolutions passed at adjourned meetings of creditors and contributories250

Supplementary Powers of Court250

287.Meetings to ascertain wishes of creditors or contributories250

288. [Repealed]251

289. Affidavits,c. in Hong Kong and Commonwealth251

Provisions as to Dissolution251

290.Power of court to declare dissolution of company void251

291. Registrar may strike defunct company off register251

291A. Power of court to order company to be struck offand dissolved253

291B. Registrar to act as representative of defunct company in certain events253

292. Property of dissolved company to be bona vacantia254

Central Accounts254

293.Companies liquidation account254

294. Investment of surplus funds on general account254

295. Separate accounts of particular estates255

Rules and Fees255

296.General rules and fees255

PART ⅥRECEIVERS AND MANAGERS256

297. Disqualification for appointment as receiver256

297A. Disqualification of undischarged bankrupts256

298. Power to appoint Official Receiver as receiver for debenture holders or creditors256

298A. Receivers and managers appointed out of court256

299. Notification that receiver or manager appointed257

300. Power of court to fix remuneration on application of liquidator257

300A. Provisions as to information where receiver or manager appointed258

300B. Special provisions as to statement submitted to receiver259

301. Delivery to Registrar of accounts of receivers and managers260

302. Enforcement of duty of receiver to make returns,c261

302A. Construction of references to receivers and managers261

PART ⅦGENERAL PROVISIONS AS TO REGISTRATION262

303. Registration offices and appointment of officers for purposes of this Ordinance262

304. Fees262

305. Inspection. production and evidence of documents kept by Registrar263

306. Enforcement of duties under Ordinance by court order263

PART ⅧAPPLICATION OF ORDINANCE TO COMPANIES FORMED OR REGISTERED UNDER FORMER ORDINANCES264

307. Application of Ordinance to companies formed under former Companies Ordinance264

308. Application of Ordinance to companies registered under former Companies Ordinances264

309. Application of Ordinance to companies re-registered under former Companies Ordinance264

PART ⅨCOMPANIES NOT FORMED UNDER THIS ORDINANCE AUTHORIZED TO REGISTER UNDER THIS ORDINANCE264

310. Companies capable of being registered264

311. Definition of joint stock company266

312. Requirements for registration by joint stock companies266

313. Requirements for registration by other than joint stock companies266

314. Authentication of statements of existing companies267

315. Registrar may require evidence as to nature of company267

316. Exemption of certain companies from payment of fees267

317. Addition of "limited" to name267

318. Certificate of registration of existing companies267

319. Vesting of property on registration267

320. Saving for existing liabilities267

321. Continuation of existing actions268

322. Effect of registration under Ordinance268

323. Power to substitute memorandum and articles for deed of settlement269

324. Power of court to stay or restrain proceedings270

325. Actions stayed on winding-up order270

PART ⅩWINDING UP OF UNREGISTERED COMPANIES270

326. Meaning of unregistered company270

327. Winding up of unregistered companies271

327A. Oversea companies may be wound up although dissolved272

328. Contributories in winding up of unregistered company272

329. Power of court to stay or restrain proceeding272

330. Actions stayed on winding-up order272

331. Provisions of Part Ⅹ cumulative272

331A. Saving for enactments providing for winding up under former Companies Ordinances273

PART ⅪCOMPANIES INCORPORATED OUTSIDE HONG KONG273

Provisions as to Establishment of Place of Business in Hong Kong273

332.Application of Part Ⅺ273

333. Documents etc. to be delivered to Registrar by oversea companies which establish a place of business in Hong Kong273

333A. Continuing obligation in respect of authorized representative276

333B. Termination of registration of authorized representative276

334. [Repealed]277

335. Return to be delivered to Registrar where documents,c. altered277

336. Accounts of oversea company277

337. Obligation to state name of oversea company, whether limited and country where incorporated279

337A. Notice of commencement of liquidation and of appointment of liquidator279

337B. Regulation of use of corporate name by oversea company in Hong Kong279

338. Service of documents on oversea companies281

339. Notice to be given when oversea company ceases to have a place of business in Hong Kong281

339A. Removal etc. of name of oversea company from register281

340. Penalties282

341. Interpretation of Part Ⅺ282

PART ⅫRESTRICTIONS ON SALE OF SHARES AND OFFERS OF SHARES FOR SALE282

342. Dating of prospectus and particulars to be contained therein282

342A. Exclusion of section 342 and relaxation of Third Schedule in case of certain prospectuses284

342B. Provisions as to expert's consent, and allotment285

342C. Registration of prospectus286

342D. Penalty for contravention of sections 342 to 342C287

342E. Civil liability for misstatements in prospectus287

343. Interpretation of provisions as to prospectuses287

344. [Repealed]287

PART ⅩⅢMISCELLANEOUS288

Prohibition of Partnerships with more than Twenty Members288

345.Prohibition of partnerships with more than 20 members288

Provisions relating to Documents and Disposal thereof288

346.Documents delivered to Registrar to conform to certain requirements288

347. Power of Registrar to accept information on microfilm, etc289

348. Power of Registrar to refuse to register unlawful or ineffective documents290

348A. Registrar not responsible for statements in documents290

348B. Disposal of documents290

Form of Registers etc.290

348C.Form of registers etc290

Miscellaneous Offences291

349.Penalty for false statements291

349A. Penalty for dishonest destruction etc., of registers, books or documents291

350. Penalty for improper use of"Limited" "Corporation" or "Incorporated"291

350A. Obligation to give notice of paid-up capital'292

General Provisions as to Offences292

351.Provision with respect to default fines and meaning of"officer in default"292

351A. Limitation on commencement of proceedings292

351B. Production and inspection of books where offence suspected293

352. Application of fines293

353. [Repealed]293

354. Saving as to private prosecutors294

355. Saving for privileged communications294

Service of Documents and Legal Proceedings294

356.Service of documents on company294

357. Costs in actions by certain limited companies294

358. Power of court to grant relief in certain cases294

359. Power to enforce orders295

General provisions as to Governor in Council295

359A.Power to make regulations295

360. Power to amend requirements as to accounts, Schedules, tables, forms and fees295

PART ⅩⅢAPREVENTION OF EVASION OF THE SOCIETIES ORDINANCE295

360A. Interpretation295

360B. Power of Governor in Council to order Registrar to refuse registration if satisfied that a company is being formed to evade the Societies Ordinance296

360C. Power of Governor in Council to order company engaging in undesirable activities to be struck off296

360D. Certain sections not to apply297

360E. Vesting and disposal of property of company struck off297

360F. Provisions applicable to winding up of company struck off under section 360C297

360G. Certain sections to apply298

360H. Calls on contributories298

360I. Continuation of pending legal proceedings298

360J. Obstruction of Official Receiver298

360K. Control of Official Receiver298

360L. Audit of Official Receiver's accounts299

360M. Protection of Official Receiver299

360N. Companies to which Part Ⅺ applies299

PART ⅩⅣSAVINGS299

361. Saving299

362. Saving300

363. [Repealed]300

364. Saving300

365. Savings and transitional300

First Schedule.301

Table A.301

Part Ⅰ:Regulations for Management of a Company Limited by Shares, not being a Private Company301

Part Ⅱ: Regulations for the Management of a Private Company Limited by Shares316

Table B. Form of Memorandum of Association of a Company Limited by Shares317

Table C. Form of Memorandum and Articles of Association of a Company Limited by Guarantee, and not having a Share Capital317

Table D. Memorandum and Articles of Association of a Company Limited by Guarantee and having a Share Capital326

Table E. Memorandum and Articles of Association of an Unlimited Company having a Share Capital327

Second Schedule. Form of Statement in lieu of Prospectus to be delivered to Registrar by a Private Company on becoming a Public Company and Reports to be set out therein328

Third Schedule. Matters to be Specified in Prospectus and Reports to be set out therein332

Fourth Schedule. Form of Statement in lieu of Prospectus to be delivered to Registrar by a Company which does not issue a Prospectus or which does not go to Allotment on a Prospectus Issued, and Reports to be set out therein338

Fifth Schedule. Contents and Form of Annual Return of a Company342

Sixth Schedule. Form of Statement to be published by Banking and Insurance Com-panies and Deposit, Provident, or Benefit Societies350

Seventh Schedule. Powers350

Eighth Schedule. Table of Fees to be paid to the Registrar of Companies352

Ninth Schedule. Provisions relating to acquisition of minority shares after successful take-over offer354

Tenth Schedule. Accounts357

Eleventh Schedule. Accounts ofcertain Private Companies under Section 141D367