HK Cap. 622 — Companies Ordinance

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. [3 March 2014] (Enacting provision omitted— E.R. 1 of 2013 ) Part 1 Preliminary (Format changes— E.R. 1 of 2013 ) Division 1 Short Title and Commencement 1. Short title and commencement (1) This Ordinance may be cited as the Companies Ordinance . (2) This Ordinance comes into operation on a day to be appointed by the Secretary for Financial Services and the Treasury by notice published in the Gazette. Division 2 Interpretation of this Ordinance: General 2. Interpretation (1) In this Ordinance— accounting transaction ( 會計交易 ), in relation to a company, means a transaction that is required by section 373 to be entered in the company’s accounting records, excluding a transaction arising from the payment of any fee that the company is required by an Ordinance to pay; articles ( 章程細則 ), in relation to a company, means the articles of association of the company; Note— Please also see section 98 . A condition of an existing 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; certificate of re-domiciliation ( 遷冊證明書 ) has the meaning given by section 820A ; (Added 14 of 2025 s. 3 ) certified public accountant (practising) ( 執業會計師 ) has the meaning given by section 2(1) of the Accounting and Financial Reporting Council Ordinance ( Cap. 588 ); (Amended L.N. 66 of 2022 ) 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; (b) an existing company; or (Amended 14 of 2025 s. 3 ) (c) a re-domiciled company; (Added 14 of 2025 s. 3 ) company secretary ( 公司秘書 ) includes any person occupying the position of company secretary (by whatever name called); contributory ( 分擔人 ), in relation to a company, means a person liable to contribute to the assets of the company in the event of its being wound up; Court means the Court of First Instance; court ( 法院 ) means a court of competent jurisdiction of the Hong Kong Special Administrative Region and includes a magistrate; debenture ( 債權證 ), in relation to a company, includes debenture stock, bonds and any other debt securities of the company, whether or not constituting a charge on the assets of the company; director ( 董事 ) includes any person occupying the position of director (by whatever name called); document ( 文件 ) includes— (a) a summons, notice, order and any other legal process; and (b) a register; electronic record ( 電子紀錄 ) means a record generated in digital form by an information system, which can be— (a) transmitted within an information system or from one information system to another; and (b) stored in an information system or other medium; existing company ( 原有公司 ) means a company formed and registered under a former Companies Ordinance; financial year ( 財政年度 ), in relation to a company, means a financial year of the company determined in accordance with Division 3 of Part 9 ; former Companies Ordinance (《 舊有公司條例 》) means— (a) the Companies Ordinance 1865 ( 1 of 1865 ); (b) the Companies Ordinance 1911 ( 58 of 1911 ); or (c) the predecessor Ordinance; founder member ( 創辦成員 ) — (a) in relation to a company formed and registered under this Ordinance, means a person who signs on the company’s articles for the purposes of section 67(1)(a) ; or (b) in relation to an existing company, means a person who subscribed to or signed on the company’s memorandum of association; group of companies ( 公司集團 ) means any 2 or more bodies corporate one of which is the holding company of the other or others; identity card ( 身分證 ) means an identity card issued under the Registration of Persons Ordinance ( Cap. 177 ); Index of Company Names (《 公司名稱索引 》) means the index of names kept under section 30 ; information system ( 資訊系統 ) has the meaning given by section 2(1) of the Electronic Transactions Ordinance ( Cap. 553 ); intended RC ( 籌劃中公司 ) has the meaning given by section 820A ; (Added 14 of 2025 s. 3 ) 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, other than a re-domiciled company, that— (Amended 14 of 2025 s. 3 ) (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; re-domiciled company ( 經遷冊公司 )— (a) means a body corporate registered under section 820C(1) ; and (b) includes such a body corporate a certificate in respect of which is issued under section 132(1) ; (Added 14 of 2025 s. 3 ) re-domiciliation date ( 遷冊日 ) has the meaning given by section 820A ; (Added 14 of 2025 s. 3 ) re-domiciliation form ( 遷冊表格 ) has the meaning given by section 820A ; (Added 14 of 2025 s. 3 ) registered non-Hong Kong company (註冊非香港公司) means a non-Hong Kong company that is registered in the Companies Register as a registered non-Hong Kong company; Registrar ( 處長 ) means the Registrar of Companies appointed under section 21(1) ; reserve director ( 備任董事 ), in relation to a private company, means a person nominated as a reserve director of the company under section 455(1) ; Secretary ( 局長 ) means the Secretary for Financial Services and the Treasury; shadow director ( 幕後董事 ), in relation to a body corporate, means a person in accordance with whose directions or instructions (excluding advice given in a professional capacity) the directors, or a majority of the directors, of the body corporate are accustomed to act; share ( 股份 ) — (a) means a share in a company’s share capital; and (b) if any of the company’s shares is converted into stock, includes stock; share warrant ( 股份權證 ) means a warrant— (a) stating that the bearer is entitled to the shares specified in the warrant; and (b) enabling the shares to be transferred by delivery of the warrant; special resolution ( 特別決議 ) —see section 564 ; specified form ( 指明格式 ) means the form specified under section 23 ; treasury shares ( 庫存股份 ), in relation to a listed company, means shares of the company held by the company continuously— (a) under section 272B(1) since they were bought back; or (b) under section 272I(1) since they were regarded as having been bought back; (Added 1 of 2025 s. 3 ) 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 Sub division 2 of Division 1 of Part 12 . (1A) In this Ordinance, a reference to holding treasury shares by a listed company includes holding treasury shares by the company otherwise than in the name of the company but through a nominee as defined by section 272A . (Added 1 of 2025 s. 3 ) (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 the form of an electronic record; and (Amended 35 of 2018 s. 3 ) (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. (5A) A re-domiciled company is, for the purposes of the laws of Hong Kong, to be regarded as a company incorporated in Hong Kong with effect from its re-domiciliation date. (Added 14 of 2025 s. 3 ) (5B) Subsection (5A) is subject to any amendment made by the Companies (Amendment) (No. 2) Ordinance 2025 ( 14 of 2025 ) to a provision of an Ordinance that has the effect that— (a) for a provision that applies to a company or body corporate incorporated in Hong Kong—the provision so amended also applies, with or without modifications, to a re-domiciled company; or (b) for a provision that applies to a company or body corporate incorporated outside Hong Kong—the provision so amended does not apply to a re-domiciled company. (Added 14 of 2025 s. 3 ) (5C) Subsection (5A)— (a) does not apply to a re-domiciled company that is an airline; (b) does not have the effect of regarding a re-domiciled company as a company incorporated, or formed and registered, under this Ordinance or a former Companies Ordinance; and (c) does not apply to a provision specified in Schedule 12 . (Added 14 of 2025 s. 3 ) (6) A note located in the text of this Ordinance is provided for information only and has no legislative effect. Editorial Note: # Commencement date: 3 March 2014. 3. Responsible person (1) This section applies— (a) where a provision of this Ordinance provides that a responsible person of a company or non-Hong Kong company commits an offence if there is— (i) a contravention of this Ordinance, or of a requirement, direction, condition or order; or (ii) a failure to comply with a requirement, direction, condition or order; or (b) where this Ordinance empowers a person to make subsidiary legislation that will contain such a provision. (2) For the purposes of the provision, a person is a responsible person of a company or non-Hong Kong company if the person— (a) is an officer or shadow director of the company or non-Hong Kong company; and (b) authorizes or permits, or participates in, the contravention or failure. (3) For the purposes of the provision, a person is also a responsible person of a company or non-Hong Kong company if— (a) the person is an officer or shadow director of a body corporate that is an officer or shadow director of the company or non-Hong Kong company; (b) the body corporate authorizes or permits, or participates in, the contravention or failure; and (c) the person authorizes or permits, or participates in, the contravention or failure. 4. Certified translation (1) For the purposes of this Ordinance, a translation made in Hong Kong of a document is a certified translation if— (a) it is certified as a correct translation of the document by the translator; and (b) a person specified in subsection (3) certifies that in that person’s belief the translator is competent in translating the document into English or Chinese (as the case may be). (2) For the purposes of this Ordinance, a translation made in a place outside Hong Kong of a document is a certified translation if— (a) in the case of a translator specified in subsection (4), it is certified as a correct translation of the document by the translator; or (b) in the case of any other translator— (i) it is certified as a correct translation of the document by the translator; and (ii) a person specified in subsection (5) certifies that in that person’s belief the translator is competent in translating the document into English or Chinese (as the case may be). (3) The person specified for the purposes of subsection (1)(b) is— (a) a notary public practising in Hong Kong; (b) a solicitor practising in Hong Kong; (c) a certified public accountant (practising); (d) a consular officer in Hong Kong; or (e) a professional company secretary practising in Hong Kong. (4) The translator specified for the purposes of subsection (2)(a) is a translator appointed by a court of law of the place. (5) The person specified for the purposes of subsection (2)(b)(ii) is— (a) a notary public practising in the place; (b) a lawyer practising in the place; (c) a professional accountant practising in the place; (d) an officer of a court of law duly authorized by the law of the place to certify documents for any judicial or other legal purpose; (e) a consular officer in the place; (f) a professional company secretary practising in the place; or (g) any other natural person specified by the Registrar. (6) The Secretary may, by notice published in the Gazette, amend subsection (3), (4) or (5). 5. Dormant company (1) If a qualified private company passes a special resolution specified in subsection (2), and the resolution is delivered to the Registrar for registration, the company is a dormant company for the purposes of Parts 9 , 10 and 12 as from the date mentioned in subsection (2)(a) as declared by the resolution. (2) The special resolution specified for the purposes of subsection (1) is one— (a) declaring that the qualified private company will become dormant as from— (i) the date of delivery of that resolution to the Registrar; or (ii) any later date that is specified in that resolution; and (b) authorizing the directors to deliver that resolution to the Registrar for registration. (3) If— (a) before the repeal of section 344A of the predecessor Ordinance by section 912 , a company passed a special resolution under subsection (1) of that section, and the resolution has not been delivered to the Registrar; and (b) the resolution is delivered to the Registrar for registration after the repeal, the company is also a dormant company for the purposes of Parts 9 , 10 and 12 as from the date of delivery of the resolution to the Registrar or as from a later date as is specified in the resolution. (4) If, immediately before the repeal of section 344A of the predecessor Ordinance by section 912 , a company was deemed to be 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. (Amended 35 of 2018 s. 4 ) (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 Ordinance ( Cap. 41 ); (Amended 12 of 2015 s. 165 ) (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). Editorial Note: # Commencement date: 3 March 2014. 6. Offering shares or debentures to public, etc. (1) In this Ordinance, a reference to offering shares or debentures of a company to the public includes offering them to a section of the public, whether selected— (a) as members or debenture holders of the company; (b) as clients of the person making the offer; or (c) in any other manner. (2) In this Ordinance and in a company’s articles, a reference to an invitation to the public to subscribe for shares or debentures of a company includes an invitation to a section of the public, whether selected— (a) as members or debenture holders of the company; (b) as clients of the person making the invitation; or (c) in any other manner. (3) Neither subsection (1) nor subsection (2) operates to treat a private offer of shares or debentures, or a private invitation to subscribe for shares or debentures, as an offer or invitation made to the public. (4) In particular— (a) a provision in a company’s articles prohibiting invitations to the public to subscribe for shares or debentures is not to be regarded as prohibiting a private invitation to subscribe for shares or debentures to be made to members or debenture holders; and (b) the provisions of this Ordinance relating to private companies are to be construed accordingly. (5) In this section, an offer of shares or debentures, or an invitation to subscribe for shares or debentures, is a private offer or invitation if the offer or invitation can properly be regarded, in all the circumstances, as being— (a) not calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation; or (b) a domestic concern of the persons making and receiving the offer or invitation. Division 3 Interpretation of this Ordinance: Types of Companies Subdivision 1 Limited Company and Unlimited Company 7. Limited company For the purposes of this Ordinance, a company is a limited company if it is a company limited by shares or by guarantee. 8. Company limited by shares (1) For the purposes of this Ordinance, a company is a company limited by shares if the liability of its members is limited by the company’s articles to any amount unpaid on the shares held by the members. (2) For the purposes of subsection (1), the liability of the members of an existing company is to be regarded as being limited by the company’s articles to any amount unpaid on the shares held by the members if a condition of the memorandum of association of the company stating that the liability of the members is limited is regarded as a provision of the articles by virtue of section 98 . 9. Company limited by guarantee (1) For the purposes of this Ordinance, a company is a company limited by guarantee if— (a) it does not have a share capital; and (b) the liability of its members is limited by the company’s articles to the amount that the members undertake, by those articles, to contribute to the assets of the company in the event of its being wound up. (2) Subsection (1)(a) does not apply if the company was formed as, or became, a company limited by guarantee under a former Companies Ordinance before 13 February 2004. 10. Unlimited company For the purposes of this Ordinance, a company is an unlimited company if there is no limit on the liability of its members. Subdivision 2 Private Company and Public Company 11. Private company (1) For the purposes of this Ordinance, a company is a private company if— (a) its articles— (i) restrict a member’s right to transfer shares; (ii) limit the number of members to 50; and (iii) prohibit any invitation to the public to subscribe for any shares or debentures of the company; and (b) it is not a company limited by guarantee. (2) In subsection (1)(a)(ii) — member ( 成員 ) excludes— (a) a member who is an employee of the company; and (b) a person who was a member while being an employee of the company and who continues to be a member after ceasing to be such an employee. (3) For the purposes of this section, 2 or more persons who hold shares in a company jointly are to be regarded as one member. 12. Public company For the purposes of this Ordinance, a company is a public company if— (a) it is not a private company; and (b) it is not a company limited by guarantee. Division 4 Interpretation of this Ordinance: Holding Company and Subsidiary (Amended 35 of 2018 s. 5 ) 13. Holding company (1) For the purposes of this Ordinance, a body corporate is a holding company of another body corporate if— (a) it controls the composition of that other body corporate’s board of directors; (b) it controls more than half of the voting rights in that other body corporate; or (c) it holds more than half of that other body corporate’s issued share capital. (2) For the purposes of this Ordinance, a body corporate is also a holding company of another body corporate if it is a holding company of a body corporate that is that other body corporate’s holding company. (3) For the purposes of subsection (1)(a) , a body corporate controls the composition of another body corporate’s board of directors if it has power to appoint or remove all, or a majority, of that other body corporate’s directors without any other person’s consent. (4) For the purposes of subsection (3), a body corporate has the power to make such an appointment if— (a) without the exercise of the power in a person’s favour by the body corporate, the person cannot be appointed as a director of that other body corporate; or (b) it necessarily follows from a person being a director or other officer of the body corporate that the person is appointed as a director of that other body corporate. (5) In subsection (1)(c) , a reference to a body corporate’s issued share capital excludes any part of it that carries no right to participate beyond a specified amount in a distribution of profits or capital. 14. Provisions supplementary to section 13 (1) For the purposes of this Division— (a) if any share is held, or any power is exercisable, by a body corporate in a fiduciary capacity, the share or power is to be regarded as not being held or exercisable by the body corporate; and (b) subject to subsections (2) and (3), if any share is held, or any power is exercisable, by a subsidiary of a body corporate, or by a person as nominee for a body corporate or such a subsidiary, the share or power is to be regarded as being held or exercisable by the body corporate. (2) For the purposes of this Division, any share in another body corporate held, or any power in relation to another body corporate exercisable, by a person by virtue of a debenture of that other body corporate, or of a trust deed for securing an issue of such a debenture, is to be regarded as not being held or exercisable by the person. (3) For the purposes of this Division, any share held, or any power exercisable, by a body corporate or a subsidiary of a body corporate, or by a person as nominee for a body corporate or such a subsidiary, is to be regarded as not being held or exercisable by the body corporate or subsidiary if— (a) the ordinary business of the body corporate or subsidiary includes the lending of money; and (b) the share or power is held or exercisable by way of security only for the purpose of a transaction entered into in the ordinary course of that business. (4) In subsection (1)(b) , a reference to a body corporate or subsidiary excludes a body corporate or subsidiary that is concerned only in a fiduciary capacity. 15. Subsidiary For the purposes of this Ordinance, a body corporate is a subsidiary of another body corporate if that other body corporate is a holding company of it. 16. (Repealed 35 of 2018 s. 6 ) Division 5 Application of this Ordinance 17. Application to existing company (1) This Ordinance applies to an existing company, in the same manner as if— (a) in the case of a company limited by guarantee, the company had been formed and registered under this Ordinance as a company limited by guarantee; (b) in the case of a limited company other than a company limited by guarantee, the company had been formed and registered under this Ordinance as a company limited by shares; or (c) in the case of a company other than a limited company, the company had been formed and registered under this Ordinance as an unlimited company. (2) For the purpose of applying this Ordinance to an existing company, a reference in this Ordinance to the date of registration is to be read as the date on which the company was registered under a former Companies Ordinance. 18. Application to unlimited company registered in pursuance of former Companies Ordinance as limited company (1) This Ordinance applies to an unlimited company registered as a limited company in pursuance of the predecessor Ordinance or section 58 of the Companies Ordinance 1911 ( 58 of 1911 ), in the same manner as it applies to an unlimited company registered under this Ordinance as a limited company. (2) For the purpose of applying this Ordinance to a company mentioned in subsection (1), a reference in this Ordinance to the date of registration is to be read as the date on which the company was registered in pursuance of the predecessor Ordinance or section 58 of the Companies Ordinance 1911 ( 58 of 1911 ). 19. Application to company registered, but not formed, under former Companies Ordinance (1) This Ordinance applies to a company registered, but not formed, under a former Companies Ordinance, in the same manner as it applies to an eligible company registered under Part 17 . (2) For the purpose of applying this Ordinance to a company mentioned in subsection (1), a reference in this Ordinance to the date of registration is to be read as the date on which the company was registered under the former Companies Ordinance. Part 2 Registrar of Companies and Companies Register (Format changes— E.R. 1 of 2013 ) Division 1 Preliminary 20. Interpretation (1) In this Part— company ( 公司 ) includes— (a) a non-Hong Kong company registered under section 777(1) ; or (b) a company that was, at any time before the commencement date of Part 16 , registered in the register kept under section 333AA of the predecessor Ordinance; digital signature ( 數碼簽署 ) has the meaning given by section 2(1) of the Electronic Transactions Ordinance ( Cap. 553 ); document ( 文件 ) includes a document in electronic form or any other form; electronic signature ( 電子簽署 ) has the meaning given by section 2(1) of the Electronic Transactions Ordinance ( Cap. 553 ); in electronic form ( 電子形式 ) means in the form of an electronic record; in hard copy form ( 印本形式 ) means in a paper form or similar form capable of being read. (2) In this Part, a reference to delivering a document includes sending, supplying, forwarding or producing it. Division 2 Registrar of Companies 21. Office of Registrar (1) The Chief Executive may appoint a person to be the Registrar of Companies. (2) The Chief Executive may appoint other officers for the purposes of this Ordinance. (3) For the purpose of the registration of companies under this Ordinance, an office is to be established at a place designated by the Chief Executive. (4) The Chief Executive may direct a seal to be prepared for the authentication of documents required for or connected with the performance of the Registrar’s functions. 22. Registrar’s functions The Registrar’s functions are those conferred on the Registrar by or under this Ordinance or any other Ordinance. 23. Registrar may specify form (1) The Registrar may specify the form of any document required for the purposes of this Ordinance. (2) Subsection (1) does not apply to a document— (a) the form of which is prescribed by this Ordinance; or (b) the form of which is or may be prescribed by regulations made under this Ordinance. (3) In specifying the form of a document under subsection (1), the Registrar may specify more than one form of the document, whether as alternatives or to provide for different circumstances. 24. Registrar may issue guidelines (1) The Registrar may issue guidelines— (a) indicating the manner in which the Registrar proposes to perform any function or exercise any power; or (b) providing guidance on the operation of any provision of this Ordinance. (2) The Registrar— (a) must publish the guidelines in a manner appropriate to bring them to the notice of persons affected by them; and (b) must make copies of the guidelines available to the public (in hard copy form or electronic form). (3) Guidelines issued under this section are not subsidiary legislation. (4) The Registrar may amend or revoke any of the guidelines. Subsections (2) and (3) apply to an amendment or revocation of guidelines in the same way as they apply to the guidelines. (5) A person does not incur any civil or criminal liability only because the person has contravened any of the guidelines. If, in any legal proceedings, the court is satisfied that a guideline is relevant to determining a matter that is in issue— (a) the guideline is admissible in evidence in the proceedings; and (b) proof that the person contravened or did not contravene the guideline may be relied on by any party to the proceedings as tending to establish or negate the matter. 25. Registrar may authenticate document etc. (1) If a document is required by this Ordinance to be signed by the Registrar or to bear the Registrar’s printed signature, the Registrar may authenticate it in any manner that the Registrar thinks fit. (2) If anything is authorized to be certified by the Registrar under this Ordinance or any other Ordinance, the Registrar may certify it in any manner that the Registrar thinks fit. 26. Fees payable to Registrar (1) The Financial Secretary may make regulations to require payment to the Registrar of fees in respect of— (a) the performance of any of the Registrar’s functions; or (b) the provision by the Registrar of services or facilities for purposes incidental to, or otherwise connected with, the performance of any of the Registrar’s functions. (2) The regulations may— (a) provide for the amount of the fees to be fixed by or determined under the regulations; (b) provide for different fees to be payable in respect of the same matter in different circumstances; and (c) specify when and how fees are to be paid. (3) The Registrar— (a) may, subject to the approval of the Financial Secretary, determine what fees are chargeable in respect of the performance of functions or the provision of services or facilities— (i) for which fees are not provided for by the regulations; or (ii) in circumstances other than those for which fees are provided by the regulations; and (b) may charge such fees. (4) Fees received by the Registrar must be paid into the general revenue, unless the fees are required by section 5 of the Trading Funds Ordinance ( Cap. 430 ) to be paid into the Companies Registry Trading Fund. Division 3 Companies Register 27. Registrar must keep records of companies (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) . Editorial Note: # Section 27(3) , (4), (5) and (6) in so far as it relates to a director or reserve director is not yet in operation. @ Commencement date: 3 March 2014. 28. Provisions supplementary to section 27 (1) The records kept under section 27 must be such that information relating to a company is associated with the company in a manner determined by the Registrar, so as to enable all the information relating to the company to be retrieved. (2) A record of information for the purposes of section 27(1) must be kept in such form as to enable any person to inspect the information contained in the record and to make a copy of the information. (3) Subject to subsections (1) and (2), a record of information for the purposes of section 27(1) may be kept in any form that the Registrar thinks fit. (4) If the Registrar keeps a record of information in a form that differs from the form in which the document containing the information was delivered to, or generated by, the Registrar, the record is presumed, unless the contrary is proved, to represent the information contained in the document as delivered or generated. (5) If the Registrar records the information contained in a document for the purposes of section 27(1) , the Registrar is to be regarded as having discharged any duty imposed by law on the Registrar to keep, file or register the document. 29. Registrar not required to keep certain documents etc. (1) The Registrar may destroy or dispose of any document delivered to the Registrar for registration under an Ordinance if the information contained in the document has been recorded by the Registrar in any other form for the purposes of section 27(1) or for the purpose of a register of companies under the predecessor Ordinance. (2) If a document or certificate has been kept by the Registrar for at least 7 years for the purposes of section 27(1) or for the purpose of a register of companies under the predecessor Ordinance, the Registrar may destroy or dispose of the document or certificate. (3) If the Registrar is required by section 48 not to make any information available for public inspection, the Registrar is not required to keep a record of the information for any longer than appears to the Registrar to be reasonably necessary for the purpose for which the information was delivered to the Registrar. 30. Registrar must keep Index of Company Names The Registrar must keep an index of the names of every company. Division 4 Registration of Document Subdivision 1 Preliminary 31. Unsatisfactory document (1) For the purposes of this Division, a document delivered to the Registrar for registration is unsatisfactory if— (a) the information contained in the document is not capable of being reproduced in legible form; (b) in the case of a document that is neither in English nor in Chinese, it is not accompanied by a certified translation of it in English or Chinese; (c) the requirements specified in relation to the document under section 32 are not complied with; (d) the document is not delivered in accordance with an agreement made under section 33 , and any regulations made under section 34 , in relation to it; (e) the applicable requirements of the Ordinance under which the document is delivered are not complied with; (f) the document is not accompanied by the fee payable for the registration; (g) the document, or any signature on, or any digital or electronic signature accompanying, the document— (i) is incomplete or incorrect; or (ii) is altered without proper authority; (h) the information contained in the document— (i) is internally inconsistent; or (ii) is inconsistent with other information on the Companies Register or other information contained in another document delivered to the Registrar; (i) the information contained in the document derives from anything that— (i) is invalid or ineffective; or (ii) has been done without the company’s authority; or (j) the document contains matters contrary to law. (2) In this section— applicable requirements ( 適用規定 ), in relation to a document, means the requirements as regards— (a) the contents of the document; (b) the form of the document; (c) the authentication of the document; and (d) the manner of delivery of the document. 32. Registrar may specify requirements (for section 31(1) ) (1) The Registrar may, in relation to any document required or authorized to be delivered to the Registrar under an Ordinance— (a) specify requirements for the purpose of enabling the Registrar to make copies or image records of the document and to keep records of the information contained in it; (b) specify requirements as to the authentication of the document; and (c) specify requirements as to the manner of delivery of the document. (2) The Registrar may, in relation to any document authorized to be delivered to the Registrar for registration under section 41(3) for the purpose of rectification of an error, specify requirements as to— (a) the delivery of the document in a form and manner enabling it to be associated with the document containing the error; and (b) the identification of the document containing the error. (3) For the purposes of subsections (1) and (2), the Registrar may specify different requirements for different documents or classes of documents, or for different circumstances. (4) For the purposes of subsection (1)(b) , the Registrar may— (a) require the document to be authenticated by a particular person or a person of a particular description; (b) specify the means of authentication; and (c) require the document to contain, or to be accompanied by, the name or registration number, or both, of the company to which it relates. (5) For the purposes of subsection (1)(c) , the Registrar may— (a) require the document to be in hard copy form, electronic form or any other form; (b) require the document to be delivered by post or any other means; (c) specify requirements as to the address to which the document is to be delivered; and (d) in the case of a document to be delivered by electronic means, specify requirements as to the hardware and software to be used and the technical specifications. (6) This section does not empower the Registrar— (a) to require a document to be delivered to the Registrar by electronic means; or (b) to specify any requirement that is inconsistent with any requirement prescribed by an Ordinance as to— (i) the authentication of the document; and (ii) the manner of delivery of the document to the Registrar. (7) Requirements specified under this section are not subsidiary legislation. 33. Registrar may agree to delivery by electronic means (for section 31(1) ) (1) The Registrar may enter into an agreement with a company to provide that any document, or any class of document, that relates to the company, and is required or authorized to be delivered to the Registrar under an Ordinance— (a) will be delivered by electronic means, except as provided for in the agreement; and (b) will conform to the requirements— (i) specified in the agreement; or (ii) specified by the Registrar in accordance with the agreement. (2) An agreement with a company may also provide that any document, or any class of document, that relates to the company, and is required or authorized to be delivered by the Registrar to it under an Ordinance, will be delivered by electronic means. (3) The Registrar may specify a standard form for an agreement and the extent to which the form is to be used. (4) This section does not empower the Registrar to make any agreement that is inconsistent with regulations made under section 34 . 34. Financial Secretary may make regulations requiring delivery by electronic means (for section 31(1) ) (1) The Financial Secretary may make regulations requiring any document required or authorized to be delivered to the Registrar under an Ordinance to be delivered by electronic means. (2) The regulations are subject to the approval of the Legislative Council. Subdivision 2 Registrar’s Powers to Refuse to Accept and to Register Document 35. Registrar may refuse to accept or register document (1) If the Registrar is of the opinion that a document delivered to him or her for registration under an Ordinance is unsatisfactory, the Registrar— (a) may refuse to accept the document; or (b) may, after having accepted the document, exercise the powers specified in subsection (3) or (4). (2) Subsection (1) does not apply to a prospectus as defined by section 2(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance ( Cap. 32 ). (3) The Registrar may refuse to register the document and return the document to the person who delivered it for registration. (4) The Registrar may also advise that— (a) the document be appropriately amended or completed, and be redelivered for registration with or without a supplementary document; or (b) a fresh document be delivered for registration in its place. (5) If the Registrar— (a) refuses to accept a document under subsection (1)(a) ; (b) has not received a document; or (c) refuses to register a document under subsection (3), the document is to be regarded as not having been delivered to the Registrar in satisfaction of the provision of the Ordinance that requires or authorizes the document to be delivered to the Registrar. 36. Registrar may withhold registration of document pending further particulars etc. For the purpose of determining whether the powers specified in section 35(3) and (4) are exercisable in relation to a document, the Registrar may— (a) withhold the registration of the document pending compliance with the request under paragraph (b); and (b) request the person who is required or authorized to deliver the document to the Registrar for registration under the Ordinance to do any or all of the following within a period specified by the Registrar— (i) to produce any other document, information or evidence that, in the Registrar’s opinion, is necessary for the Registrar to determine the question as to whether the document is unsatisfactory; (ii) to appropriately amend or complete the document, and redeliver it for registration with or without a supplementary document; (iii) to apply to the court for any order or direction that the Registrar thinks necessary and to conduct the application diligently; (iv) to comply with other directions of the Registrar. 37. Appeal against Registrar’s decision to refuse registration (1) If a person is aggrieved by a decision of the Registrar to refuse to register a document under section 35(3) , the person may, within 42 days after the decision, appeal to the Court against the decision. (2) The Court may make any order that it thinks fit, including an order as to costs. (3) If the Court makes an order as to costs against the Registrar under subsection (2), the costs are payable out of the general revenue, and the Registrar is not personally liable for the costs. 38. Certain period to be disregarded for calculating daily penalty for failure to deliver document to Registrar (1) This section applies if— (a) a document is delivered to the Registrar for registration under an Ordinance; and (b) the Registrar refuses to register the document under section 35(3) . (2) The Registrar must send a notice of the refusal, and the reasons for the refusal, to— (a) the person who is required to deliver the document to the Registrar for registration under the Ordinance or, if there is more than one person who is so required, any of those persons; or (b) if another person delivers, on behalf of the person so required, the document to the Registrar for registration, that other person. (3) If a notice is sent to a person under subsection (2) with respect to a document, the period specified in subsection (4) is to be disregarded for the purpose of calculating the daily penalty under an Ordinance that makes it an offence for failing to comply with a requirement to deliver the document and that imposes a penalty for each day during which the offence continues. (4) The period is one beginning on the date on which the document was delivered to the Registrar and ending with the fourteenth day after the date on which the notice is sent under subsection (2). Division 5 Registrar’s Powers in relation to Keeping Companies Register 39. Registrar may require company to resolve inconsistency with Companies Register (1) If it appears to the Registrar that the information contained in a document registered by the Registrar in respect of a company is inconsistent with other information relating to the company on the Companies Register, the Registrar may give notice to the company— (a) stating in what respect the information contained in the document appears to be inconsistent with other information on the Companies Register; and (b) requiring the company to take steps to resolve the inconsistency. (2) For the purposes of subsection (1)(b) , the Registrar may require the company to deliver to the Registrar within the period specified in the notice— (a) information required to resolve the inconsistency; or (b) evidence that proceedings have been commenced by the company in the Court for the purpose of resolving the inconsistency and that the proceedings are being conducted diligently. (3) If a company fails to comply with a requirement under subsection (1)(b) , the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1,000 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. 40. Registrar may require further information for updating etc. (1) For the purpose of ensuring that a person’s information on the Companies Register is accurate or bringing the information up to date, the Registrar may send a notice to the person requiring the person to give the Registrar, within a period specified by the Registrar, any information about the person, being information of the kind that is included on the Companies Register. (2) If a person fails to comply with a requirement under subsection (1)— (a) where the person is a company, the company, and every responsible person of the company, commit an offence; or (b) where the person is not a company, the person commits an offence. (3) A person who commits an offence under subsection (2) is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1,000 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. 41. Registrar may rectify typographical or clerical error in Companies Register (1) The Registrar may, on his or her own initiative, rectify a typographical or clerical error contained in any information on the Companies Register. (2) The Registrar may, on application by a company, rectify a typographical or clerical error contained in any information relating to the company on the Companies Register. (3) If, in relation to an application for the purposes of subsection (2), a document showing the rectification is delivered to the Registrar for registration, the Registrar may rectify the error by registering the document. 42. Registrar must rectify information on Companies Register on order of Court (1) The Court may, on application by any person, by order direct the Registrar to rectify any information on the Companies Register or to remove any information from it if the Court is satisfied that— (a) the information derives from anything that— (i) is invalid or ineffective; or (ii) has been done without the company’s authority; or (b) the information— (i) is factually inaccurate; or (ii) derives from anything that is factually inaccurate or forged. (2) If, in relation to an application for the purposes of subsection (1), a document showing the rectification is filed with the Court, the Court may require the Registrar to rectify the information by registering the document. (3) This section does not apply if the Court is specifically empowered under any other Ordinance or any other provision of this Ordinance to deal with the rectification of the information on or the removal of the information from the Companies Register. (4) The Court must not order the removal of any information from the Companies Register under subsection (1) unless it is satisfied that— (a) even if a document showing the rectification in question is registered, the continuing presence of the information on the Companies Register will cause material damage to the company; and (b) the company’s interest in removing the information outweighs the interest of other persons in the information continuing to appear on the Companies Register. (5) If the Court makes an order for the rectification of any information on or the removal of any information from the Companies Register under subsection (1), the Court may make any consequential order that appears to it to be just with respect to the legal effect (if any) to be accorded to the information by virtue of its having appeared on the Companies Register. (6) If the Court makes an order for the removal of any information from the Companies Register under subsection (1), it may direct— (a) that a note made under section 44(1) in relation to the information is to be removed from the Companies Register; (b) that the order is not to be made available for public inspection as part of the Companies Register; and (c) that— (i) no note is to be made under section 44(1) as a result of the order; or (ii) any such note is to be restricted to providing information in relation to the matters specified by the Court. (7) The Court must not give a direction under subsection (6) unless it is satisfied that— (a) any of the following may cause damage to the company— (i) the presence on the Companies Register of the note or an unrestricted note (as the case may be); (ii) the availability for public inspection of the order; and (b) the company’s interest in non-disclosure outweighs the interest of other persons in disclosure. (8) If the Court makes an order under this section, the person who made the application must deliver an office copy of the order to the Registrar for registration. 43. Registrar may appear in proceedings for rectification (1) In any proceedings before the Court for the purposes of section 42 , the Registrar— (a) is entitled to appear or be represented, and be heard; and (b) must appear if so directed by the Court. (2) Whether or not the Registrar appears in those proceedings, the Registrar may submit to the Court a statement in writing signed by the Registrar, giving particulars of the matters relevant to the proceedings and within the Registrar’s knowledge. (3) Unless otherwise directed by the Court, a statement submitted under subsection (2) is to be regarded as forming part of the evidence in the proceedings. 44. Registrar may annotate Companies Register (1) The Registrar may make a note in the Companies Register for the purpose of providing information in relation to— (a) a rectification of an error contained in any information on the Companies Register under section 41 ; (b) a rectification of any information on the Companies Register under section 42 ; (c) a removal of any information from the Companies Register under section 42 ; or (d) any other information on the Companies Register. (2) For the purposes of this Ordinance, a note made under subsection (1) is part of the Companies Register. (3) The Registrar may remove a note if the Registrar is satisfied that it no longer serves any useful purpose. Division 6 Inspection of Companies Register 45. Registrar must make Companies Register available for public inspection (1) The Registrar must make the Companies Register available for public inspection at all reasonable times so as to enable any member of the public— (a) to ascertain whether the member of the public is dealing with— (i) a company to which this subsection applies, or its directors or other officers, in matters of or connected with any act of the company; (ii) a director or other officers of such a company in matters of or connected with the administration of the company, or of its property; (iii) a person against whom a disqualification order has been made by a court; (iv) a person who has entered into possession of the property of such a company as mortgagee; (v) a person who is appointed as the provisional liquidator or liquidator in the winding up of such a company; or (vi) a person who is appointed as the receiver or manager of the property of such a company; and (b) to ascertain the particulars of the company, its directors or other officers, or its former directors (if any), or the particulars of any person mentioned in paragraph (a)(iv) , (v) or (vi). (2) Subsection (1) applies to— (a) a company falling within the definition of company in section 20(1) ; and (b) an unregistered company as defined by section 326 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance ( Cap. 32 ). (3) For the purposes of subsection (1), the Registrar must, on receiving the fee payable under the regulations made under section 26 , allow a person to inspect any information on the Companies Register in any form that the Registrar thinks fit. (4) For the purposes of subsection (1), the Registrar may, on receiving the fee payable under the regulations made under section 26 , produce to a person a copy or a certified true copy of any document or information on the Companies Register, in so far as the document or information may be made available for public inspection, in any form that the Registrar thinks fit. (5) In this section— disqualification order ( 取消資格令 ), in relation to a person, means an order that, for a period specified in the order beginning on the date of the order, the person must not, without the leave of the court— (a) be a director, or a liquidator or provisional liquidator, of any company to which subsection (1) applies; (b) be a receiver or manager of the property of such a company; or (c) in any way, whether directly or indirectly, be conc