To make provision for the winding up of companies; for receivers
and managers; for offering of shares and debentures; for
prospectuses; for disqualification
orders;
for prevention of evasion of the Societies Ordinance; and for
incidental and connected matters.
(Replaced 28 of 2012 ss. 912 & 920. Amended 14 of 2016 s. 3)
[1 July 1933]
1.
Short title
This Ordinance may be cited as the
Companies (Winding Up and
Miscellaneous Provisions) Ordinance
. (Amended 28 of 2012 ss. 912 & 920)
(Format changes—E.R. 1 of 2014)
2.
Interpretation
(1)
In this Ordinance, unless the context otherwise requires—
a resolution for voluntary winding
up
(自動清盤決議
) has the meaning assigned
to it by section 228(2); (Added 6 of 1984 s. 2)
amend
(修訂
) includes
delete, add to or vary and the doing of all or any of such things simultaneously;
(Added 30 of 2004 s. 2)
articles
(章程細則
), in
relation to a company, means the articles of association of the company;Note—
Please also see section 98 of the Companies Ordinance (Cap. 622). A condition of an existing company’s
memorandum of association is to be regarded as a provision of the company’s
articles.
(Replaced 28 of 2012 ss. 912 & 920)
authorized financial institution
(認可財務機構
) means an authorized institution
within the meaning of section 2 of the Banking Ordinance (Cap. 155); (Added 12 of 1988 s. 2. Amended 49 of 1995 s. 53)
book and paper
(簿冊及文據
) and book or paper
(簿冊或文據
) include accounts, deeds, writings, and
documents;certificate of solvency
(有償債能力證明書
) means a certificate issued under
section 233; (Added 28 of 2003 s. 2)
Commission
(監察委員會
)
means—(a)
subject to paragraphs (b) and (c), the Securities and Futures
Commission referred to in section 3(1) of the Securities and
Futures Ordinance (Cap. 571);
(b)
where any relevant transfer order made under section 25 of
that Ordinance is in force, the recognized exchange company concerned or
both the Securities and Futures Commission and the recognized exchange
company concerned, in accordance with the provisions of that order;
or
(c)
where any relevant transfer order made under section 68 of
that Ordinance is in force, the recognized exchange controller concerned or
both the Securities and Futures Commission and the recognized exchange
controller concerned, in accordance with the provisions of that order;
(Replaced 5 of 2002 s. 407)
Companies Register
(公司登記冊
) has the meaning given by section
2(1) of the Companies Ordinance (Cap. 622);
(Added 28 of 2012 ss. 912 & 920)
company
(公司
) means—(a)
a company formed and registered under the Companies Ordinance (Cap. 622);
(Amended 14 of 2025 s. 103)
(b)
an existing company;
or
(Replaced 28 of 2012 ss. 912 & 920. Amended 14 of 2025 s. 103)
(c)
a re-domiciled company;
(Added 14 of 2025 s. 103)
company limited by guarantee
(擔保有限公司
) has the meaning given by section
9 of the Companies Ordinance (Cap. 622) for
the purposes of that Ordinance; (Added 28 of 2012 ss. 912 & 920)
company limited by shares
(股份有限公司
) has the meaning given by section
8 of the Companies Ordinance (Cap. 622) for
the purposes of that Ordinance; (Added 28 of 2012 ss. 912 & 920)
company secretary
(公司秘書
) includes any person occupying the position of company secretary
(by whatever name called); (Added 28 of 2012 ss. 912 & 920)
contributory
(分擔人
) has the meaning assigned to it by section
171(1);
(Added 6 of 1984 s. 2. Amended 14 of 2016 s. 6)
creditors’ voluntary winding up
(債權人自動清盤
) has the meaning assigned to it by
section 233(4); (Added 6 of 1984 s. 2)
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; (Replaced 28 of 2012 ss. 912 & 920)
default fine
(失責罰款
) has the meaning assigned to it by section 351(1A)(d);
(Added 6 of 1984 s. 2. Amended 75 of 1993 s. 2)
director
(董事
)
includes any person occupying the position of director by whatever name
called;document
(文件
)
includes summons, notice, order, and other legal process, and registers;existing company
(原有公司
) means a company formed and registered under a former Companies
Ordinance; (Replaced 28 of 2012 ss. 912 & 920)
financial statements
(財務報表
)
means—(a)
the annual financial statements; or
(b)
the annual consolidated financial statements,
as defined by section 357(1) of the Companies Ordinance (Cap. 622);
(Added 28 of 2012 ss. 912 & 920)
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 pre-amended Ordinance;
(Added 28 of 2012 ss. 912 & 920)
founder member
(創辦成員
) has the meaning given by section 2(1) of the Companies
Ordinance (Cap. 622); (Replaced 28 of 2012 ss. 912 & 920)
group of companies
(公司集團
) means any 2 or more companies or bodies
corporate one of which is the holding company of the other or others;
(Added 6 of 1984 s. 2)
image record
(影像紀錄
) means a record produced using the imaging method and, where the
context permits, includes a record in a legible form; (Added 28 of 2003 s. 2)
imaging method
(影像處理方法
) means a method by which documents in a legible form or in the
form of microfilm are scanned by a scanner and the information recorded therein is
converted into electronic images, which are then stored on electronic storage media
capable of being retrieved and reproduced in a legible form; (Added 28 of 2003 s. 2)
issued generally
(公開發出
), in relation to a prospectus, means issued to persons who are not
existing members or debenture holders of the company; (Added 78 of 1972 s. 2)
limited company
(有限公司
) means a company limited by guarantee or a company limited by
shares; (Added 28 of 2012 ss. 912 & 920)
liquidator
(清盤人
)
includes a provisional liquidator holding such office by virtue of section
194(1)(a)
or (aa) or (1A); (Added 46 of 2000 s. 2. Amended 14 of 2016 s. 6)
manager
(經理
), in relation to
a company, means a person who, under the immediate authority of the board of
directors, exercises managerial functions but does not include—(a)
a
receiver
or manager of the property of the company; or
(b)
a special manager of the estate or business of the company appointed
under section 216;
(Added 28 of 2003 s. 2)
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;
(Added 28 of 2012 ss. 912 & 920)
members’ voluntary winding up
(成員自動清盤
) has the meaning assigned to it by
section 233(4); (Added 6 of 1984 s. 2)
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. 103)
(a)
(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;
(Replaced 28 of 2012 ss. 912 & 920)
officer
(高級人員
), in
relation to a body corporate, includes a director, manager or company secretary of
the body corporate; (Added 80 of 1974 s. 2. Amended 28 of 2012 ss. 912 & 920)
officer who is in default
(失責高級人員
) has the meaning assigned to it by
section 351(2); (Added 6 of 1984 s. 2)
Official Receiver
(破產管理署署長
) means the Official Receiver appointed under the Bankruptcy
Ordinance (Cap. 6); (Added 30 of 1999 s. 2)
ordinary resolution
(普通決議
) has the meaning given by section
563 of the Companies Ordinance (Cap. 622);
(Added 28 of 2012 ss. 912 & 920)
place of business
(營業地點
), in relation to a non-Hong Kong company, has the meaning given by
section 774(1) of the Companies Ordinance (Cap. 622); (Added 30 of 2004 s. 2. Amended 28 of 2012 ss. 912 & 920)
pre-amended Ordinance
(《修訂前的本條例
》) means the Companies Ordinance (Cap. 32) as in force from time to time before the
commencement
date#
of section 2 of Schedule 9 to the Companies Ordinance (Cap. 622); (Added 28 of 2012 ss. 912 & 920)
prescribed
(訂明
),
except in sections 2AB and 2AD, means as
respects the provisions of this Ordinance relating to the winding-up of companies,
prescribed by general rules, and as respects the other provisions of this Ordinance,
prescribed by the Chief Executive in Council; (Amended 23 of 1999 s. 3; 22 of 2023 s. 16)
printed
(印刷
、印製
) means produced by ordinary letterpress or
lithography; (Added 4 of 1963 s. 2. Amended 28 of 2012 ss. 912 & 920)
private company
(私人公司
) has the meaning given by section 11 of the Companies
Ordinance (Cap. 622) for the purposes of that
Ordinance; (Added 6 of 1984 s. 2. Amended 28 of 2012 ss. 912 & 920)
prospectus
(招股章程
)—(a)
subject to paragraph (b), means any prospectus, notice, circular,
brochure, advertisement, or other document—
(i)
offering any shares in or debentures of a company
(whether
it is incorporated in or outside Hong Kong, and
whether or not it has established a place of business in Hong Kong) to
the public for subscription or purchase for cash or other consideration;
or
(ii)
calculated to invite offers by the public to subscribe for or
purchase for cash or other consideration any shares in or debentures of
a company
(whether
it is incorporated in or outside Hong Kong, and
whether or not it has established a place of business in Hong Kong);
(Amended 14 of 2025 s. 103)
(b)
does not include any prospectus, notice, circular, brochure,
advertisement, or other document—
(i)
to the extent that it is a publication falling within section
38B(2); or
(ii)
to the extent that it contains or relates to an offer specified in
Part 1 of the Seventeenth Schedule as read
with the other Parts of that Schedule;
(Replaced 30 of 2004 s. 2)
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; (Added 5 of 2002 s. 407)
recognized exchange controller
(認可控制人
) has the same meaning as in
section 1 of Part 1 of Schedule 1 to the Securities and Futures
Ordinance (Cap. 571); (Added 5 of 2002 s. 407)
recognized stock market
(認可證券市場
) has the same meaning as in section 1
of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap. 571); (Added 5 of 2002 s. 407)
record
(紀錄
) includes
not only a written record but any record conveying information or instructions by
any other means whatsoever; (Added 28 of 2003 s. 2)
re-domiciled company
(經遷冊公司
) has the meaning given by section
2(1) of the Companies Ordinance (Cap. 622);
(Added 14 of 2025 s. 103)
re-domiciliation date
(遷冊日
) has the meaning given by section
820A of the Companies Ordinance (Cap. 622);
(Added 14 of 2025 s. 103)
re-domiciliation form
(遷冊表格
) has the meaning given by section
820A of the Companies Ordinance (Cap. 622);
(Added 14 of 2025 s. 103)
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;
(Added 28 of 2012 ss. 912 & 920)
Registrar
(處長
)
means the Registrar of Companies appointed under section 21(1) of the
Companies Ordinance (Cap. 622); (Replaced 6 of 1984 s. 2. Amended 28 of 2012 ss. 912 & 920)
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; (Replaced 28 of 2012 ss. 912 & 920)
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;
(Replaced 28 of 2012 ss. 912 & 920)
special resolution
(特別決議
) has the meaning given by section
564 of the Companies Ordinance (Cap. 622);
(Added 28 of 2012 ss. 912 & 920)
specified form
(指明格式
), in relation to a particular provision of this Ordinance, means
the appropriate form specified for the time being under section
2A or
2AB, for the purposes of that provision;
(Added 3 of 1997 s. 3. Amended 22 of 2023 s. 16)
structured product
(結構性產品
) has the meaning given by section 1A of
Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap. 571); (Added 8 of 2011 s. 17)
the minimum subscription
(最低認購額
) has the meaning assigned to it by
section 42(2); (Added 6 of 1984 s. 2)
the time of the opening of
the subscription lists
(開立認購名單的時間
) has
the meaning assigned to it by section 44A(1); (Added 6 of 1984 s. 2)
unlimited company
(無限公司
) has the meaning given by section 10 of the Companies
Ordinance (Cap. 622) for the purposes of that
Ordinance. (Replaced 28 of 2012 ss. 912 & 920)
(Amended 1 of 1949 s. 22; 10 of 1987 s. 2; 86 of 1992 s. 2; 5 of 2002 s. 407; 30 of 2004 s. 2; 28 of 2012 ss. 912 & 920)
(2)
(Repealed 28 of 2012 ss. 912 & 920)
(3)
A reference in this Ordinance to a body corporate or to a corporation—
(a)
includes—
(i)
a company; and
(ii)
a company incorporated outside Hong Kong; but
(b)
excludes a corporation sole.
(Replaced 14 of 2025 s. 103)
(4)
For the purposes of this Ordinance, a company shall, subject to the provisions
of subsection (6), be deemed to be a subsidiary of another company, if—
(a)
that other company—
(i)
controls the composition of the board of directors of the
first-mentioned company; or
(Amended 6 of 1984 s. 2)
(ii)
controls more than half of the voting rights of the first-mentioned
company; or
(Amended 28 of 2012 ss. 912 & 920)
(iii)
holds more than half of the issued share capital of the first-mentioned
company (excluding any part of it which carries no right to participate
beyond a specified amount in a distribution of either profits or capital);
or
(b)
the first-mentioned company is a subsidiary of any company which is that
other company’s subsidiary.
(Added 80 of 1974 s. 2)
(5)
For the purposes of subsection (4), the composition of a company’s board of
directors shall be deemed to be controlled by another company if that other company
by the exercise of some power exercisable by it, without the consent of any other
person, can appoint or remove all or a majority of the directors, and, for the
purposes of this provision, that other company shall be deemed to have power to make
such an appointment if—
(Amended 12 of 2005 s. 2)
(a)
a person cannot be appointed as a director without the exercise in his
favour by that other company of such a power; or
(b)
a person’s appointment as a director follows necessarily from his being a
director or other officer of that other company.
(Added 80 of 1974 s. 2)
(6)
In determining whether one company is a subsidiary of another company—
(a)
any shares held or power exercisable by that other company in a fiduciary
capacity shall be treated as not held or exercisable by it;
(b)
subject to paragraphs (c) and (d), any shares held or power
exercisable—
(i)
by any person as a nominee for that other company (except where that
other company is concerned only in a fiduciary capacity); or
(ii)
by, or by a nominee for, a subsidiary of that other company, not being
a subsidiary which is concerned only in a fiduciary capacity,
shall be treated as held or exercisable by that other
company;
(c)
any shares held or power exercisable by any person by virtue of the
provisions of any debentures of the first-mentioned company or of a trust deed
for securing any issue of such debentures shall be disregarded; and
(d)
any shares held or power exercisable by, or by a nominee for, that other
company or its subsidiary (not being held or exercisable as mentioned in
paragraph (c)) shall be treated as not held or exercisable by that other company
if the ordinary business of that other company or its subsidiary, as the case
may be, includes the lending of money and the shares are held or power is
exercisable as aforesaid by way of security only for the purposes of a
transaction entered into in the ordinary course of that business.
(Added 80 of 1974 s. 2)
(7)
A reference in this Ordinance to the holding company of a company shall be read
as a reference to a company of which that last-mentioned company is a subsidiary.
(Added 80 of 1974 s. 2)
(8)
In subsections (4), (5), (6) and (7) the expression
company
(公司
) includes any body
corporate or corporation. (Added 4 of 1976 s. 2)
(8A)
(Repealed 28 of 2012 ss. 912 & 920)
(9)
For the avoidance of doubt it is declared that a reference, in relation to any
purpose of this Ordinance, to any form, matter, particular or information specified
by the Registrar means, except where it is provided otherwise, specified by him for
the time being for that purpose.
(Added 3 of 1997 s. 3)
(10)
Any provision of this Ordinance that refers (in whatever words) to—
(a)
the founder members;
(Amended 30 of 2004 s. 2)
(b)
the members or shareholders of a company;
(c)
a majority of members or shareholders of a company; or
(d)
a specified number or percentage of members or shareholders of a
company,
shall, unless the context otherwise requires, apply with necessary
modifications in relation to a company that has only one founder member or that has
only one person as a member or shareholder, as the case may be.
(Added 28 of 2003 s. 2. Amended 30 of 2004 s. 2)
(11)
Any provision of this Ordinance that refers (in whatever words) to—
(a)
the directors of a company;
(b)
the board of directors of a company;
(c)
a majority of the directors of a company; or
(d)
a specified number or percentage of the directors of a company,
shall, unless the context otherwise requires, apply with necessary
modifications in relation to a private company that has only one director.
(Added 28 of 2003 s. 2)
(12)
The reference to a non-Hong Kong company in the definition of specified
corporation in subsection (1) shall, before the commencement of
section 1(1) of Schedule 2 to the Companies (Amendment) Ordinance
2004 (30 of 2004), be deemed to be a reference to an
oversea company as is for the time being defined under this Ordinance.
(Added 30 of 2004 s. 2 and L.N. 81 of 2005)
(13)
A note located in the text of this Ordinance is provided for information only
and has no legislative effect.
(Added 19 of 2024 s. 22)
[cf. 1929 c. 23 s. 380 U.K.]
Editorial Note:
#
Commencement date: 3 March 2014.
2A.
Registrar to specify forms
(1)
The Registrar may specify a form, for use in relation to any purpose of this
Ordinance—
(a)
unless it is provided otherwise in this Ordinance; or
(b)
except where a form for that purpose may be or is prescribed,
and any such form may contain any particulars ancillary or incidental to that
purpose.
(2)
In exercising, as regards any purpose of this Ordinance, the power conferred on
him by subsection (1), the Registrar may, if he thinks fit, specify 2 or more
different forms to be used in respect of that purpose, in different
circumstances.
(3)
(Repealed 28 of 2003 s. 3)
(Added 3 of 1997 s. 4)
(Format changes—E.R. 1 of 2014)
2AB.
Official Receiver may specify forms
(1)
The Official Receiver may specify a form for use in relation to any purpose of
this Ordinance.
(2)
A form specified under subsection (1) for use in relation to a purpose may
contain a requirement for the provision of any particulars ancillary or incidental
to that purpose.
(3)
Despite subsection (1), the Official Receiver may not specify a form for use in
relation to a purpose if—
(a)
this Ordinance provides otherwise;
(b)
this Ordinance requires, or provides for, the use of a prescribed form
(whether or not a form is prescribed) for that purpose; or
(c)
a form is prescribed for that purpose.
(4)
In exercising, as regards any purpose of this Ordinance, the power conferred
under subsection (1), the Official Receiver may, if the Official Receiver thinks
fit, specify more than one form to be used in relation to that purpose, whether as
alternatives or to provide for different circumstances.
(5)
In subsection (3)—
prescribed
(訂明
) means
prescribed by—(a)
general rules;
(b)
regulations made under section 168S(2); or
(c)
regulations made under section 359A.
(Added 22 of 2023 s. 18)
2AC.
Official Receiver may specify requirements relating to documents
(1)
The Official Receiver may, in relation to any document required or authorized to
be sent to the Official Receiver under this Ordinance—
(a)
specify requirements for the purpose of enabling the Official Receiver 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 sending the document.
(2)
For the purposes of subsection (1), the Official Receiver may specify different
requirements for different documents or classes of documents, or for different
circumstances.
(3)
For the purposes of subsection (1)(b), the Official Receiver
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.
(4)
For the purposes of subsection (1)(c), the Official Receiver
may—
(a)
require the document to be in hard copy form, in electronic form or in any
other form;
(b)
require the document to be sent by post or by any other means;
(c)
specify requirements as to the address to which the document is to be sent;
and
(d)
in the case of a document to be sent by electronic means—specify
requirements as to the hardware and software to be used and the technical
specifications.
(5)
This section does not empower the Official Receiver—
(a)
to require a document to be sent to the Official Receiver only 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 sending the document to the Official Receiver.
(6)
Requirements specified under this section are not subsidiary
legislation.
(7)
For the purposes of this section—
(a)
a document is sent by electronic means if it is sent in the form of an
electronic record to an information system; and
(b)
a reference to sending a document includes any other expression that
signifies conveying a document.
(8)
In this section—
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;
in electronic form
(電子形式
) means in the form of an electronic
record;information
(資訊、資料
) includes data, text, images, sound codes, computer programmes,
software and databases, and any combination of them;information system
(資訊系統
)
means a system that—(a)
processes information;
(b)
records information;
(c)
can be used to cause information to be recorded, stored or otherwise
processed in other information systems (wherever situated); and
(d)
can be used to retrieve information, whether the information is
recorded or stored in the system itself or in other information systems
(wherever situated);
in hard copy form
(印本形式
) means in a paper form or similar form capable of being read.(Added 22 of 2023 s. 18)
2AD.
Circumstances in which documents are to be regarded as not having been
sent
(1)
This section applies if the Official Receiver is of the opinion that, in
relation to a document sent to the Official Receiver—
(a)
the requirements of this Ordinance regarding the form of the document
(including a requirement contained in the form for the provision of any
particulars) are not complied with;
(b)
the requirements specified in relation to the document under section
2AC are not complied with; or
(c)
the requirements otherwise prescribed in relation to the document are not
complied with.
(2)
The document is to be regarded as not having been sent to the Official Receiver
in satisfaction of the provision of this Ordinance that requires or authorizes the
document to be sent to the Official Receiver.
(3)
For the purposes of this section, a reference to sending a document includes
any other expression that signifies conveying a document.
(4)
In subsection (1)—
prescribed
(訂明
) means
prescribed by—(a)
this Ordinance;
(b)
general rules;
(c)
regulations made under section 168S(2); or
(d)
regulations made under section 359A.
(Added 22 of 2023 s. 18)
2B.
Construction of references to parent company, etc.
(1)
A reference in this Ordinance to parent company, parent undertaking or
subsidiary undertaking shall be construed in accordance with the Twenty-third
Schedule.
(2)
A reference in a provision specified under subsection (3) for the purposes of
this subsection—
(a)
to a holding company shall be deemed to include a parent company;
(b)
to a subsidiary or subsidiary company shall be deemed to include a
subsidiary undertaking; and
(c)
to shares or an undertaking shall be construed in accordance with the
Twenty-third Schedule.
(3)
The provisions specified for the purposes of subsection (2) are the Third
Schedule and the Fourth Schedule.
(Amended 28 of 2012 ss. 912 & 920)
(4)
The Secretary for Financial Services and the Treasury may, by notice published
in the Gazette, amend subsection (3).
2C.
Specified means
(1)
For the purposes of this Ordinance, a notice, an order or a matter is published
or given by the specified means if it is published in a medium specified in
Schedule 27.
(2)
The Secretary for Financial Services and the Treasury may, by notice published
in the Gazette—
(a)
add a medium to Schedule 27;
(b)
delete a medium from that Schedule; or
(c)
otherwise amend that Schedule.
(3)
In exercising the power under subsection (2)(a), the Secretary for
Financial Services and the Treasury may add more than one medium.
(Added 22 of 2023 s. 56)
3.
(Repealed 6 of 1984 s. 3)
4.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
5.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
5A.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
5B.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
5C.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
6.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
7.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
8.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
9.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
10.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
11.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
12.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
13.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
14.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
14A.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
15.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
16.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
17.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
18.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
18A.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
19.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
20.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
20A.
(Repealed 60 of 1990 s. 4)
21.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
22.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
22A.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
22AA.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
22B.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
22C.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
23.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
24.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
25.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
25A.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
26.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
27.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
28.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
28A.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
29.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
30.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note:
This section belonged to the previous Part I, which was repealed by 28 of 2012 ss. 912 & 920.
(Subheading repealed 28 of 2003 s. 11)
31.
(Repealed 28 of 2003 s. 12)
32.
(Repealed 28 of 2012 ss. 912 & 920)
32A.
(Repealed 28 of 2012 ss. 912 & 920)
33.
(Repealed 28 of 2012 ss. 912 & 920)
34.
(Repealed 28 of 2012 ss. 912 & 920)
35.
(Repealed 28 of 2012 ss. 912 & 920)
36.
(Repealed 28 of 2012 ss. 912 & 920)
Editorial Note：
# Sections 4
to 36 belonged to the previous Part I, which was repealed by 28 of
2012 ss. 912 & 920.
37.
Dating of prospectus
A prospectus issued by or on behalf of a company shall be dated, and that date shall, unless the contrary is proved, be taken as the date of publication of the prospectus.
(Amended 78 of 1972 s. 4)
[cf. 1929 c. 23 s. 34 U.K.]
38.
Specific requirements as to particulars in prospectus
(1)
Subject to the provisions of section 38A, every prospectus issued by or on behalf of a company must either be in the English language and contain a Chinese translation or be in the Chinese language and contain an English translation, and must state the matters specified in Part I of the Third Schedule and set out the reports specified in Part II of that Schedule, and the said Parts I and II shall have effect subject to the provisions contained in Part III of the said Schedule.
(Replaced 78 of 1972 s. 5. Amended 83 of 1995 s. 5)
(1A)
Every prospectus to which subsection (1) applies must contain a statement specified in Part 1 of the Eighteenth Schedule.
(1B)
If any prospectus is issued which does not comply with or contravenes the requirements of subsections (1) and (1A), the company and every person who is knowingly a party to the issue thereof shall be liable to a fine.
(Added 78 of 1972 s. 5. Amended 7 of 1990 s. 2)
(2)
A condition requiring or binding an applicant for shares in or debentures of a company to waive compliance with any requirement of this section, or purporting to affect him with notice of any contract, document, or matter not specifically referred to in the prospectus, shall be void.
(3)
Subject to the provisions of section 38A, it shall not be lawful to issue any form of application for shares in or debentures of a company unless the form is issued with a prospectus which complies with the requirements of this section:
(Amended 78 of 1972 s. 5)
Provided that this subsection shall not apply if it is shown that the form of application was issued—
(Amended 30 of 2004 s. 2)
(a)
in connexion with a bona fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures;
(b)
in relation to shares or debentures which were not offered to the public; or
(c)
in connexion with an offer specified in Part 1 of the Seventeenth Schedule as read with the other Parts of that Schedule.
(Added 30 of 2004 s. 2)
If any person acts in contravention of the provisions of this subsection, he shall be liable to a fine.
(3A)
This section shall not prevent the publication of the English version only of a prospectus in an English language newspaper or the Chinese version only in a Chinese language newspaper, nor the publication in such newspaper together with the prospectus of a form of application relating thereto.
(Added 6 of 1984 s. 22)
(4)
In the event of non-compliance with or contravention of any of the requirements
of this section, a director or other person responsible for the prospectus shall not
incur any liability by reason of the non-compliance or contravention, if—
(a)
as regards any matter not disclosed, he proves that he was not cognisant
thereof; or
(b)
he proves that the non-compliance or contravention arose from an honest
mistake of fact on his part; or
(c)
the non-compliance or contravention was in respect of matters which in
the opinion of the court dealing with the case were immaterial or was
otherwise such as ought, in the opinion of that court, having regard to all
the circumstances of the case, reasonably to be excused:
Provided that, in the event of
failure to include in a prospectus a statement with respect to the matters specified
in paragraph 19 of Part I of the Third Schedule, no director
or other person shall incur any liability in respect of the failure unless it be
proved that he had knowledge of the matters not disclosed.
(Amended 78 of 1972 s. 5)
(5)
This section shall not apply—
(a)
to the issue to existing members or debenture holders of a company of a prospectus or form of application relating to shares in or debentures of the company, whether an applicant for shares or debentures will or will not have the right to renounce in favour of other persons; or
(b)
to the issue of a prospectus or form of application relating to shares or debentures which are or are to be in all respects uniform with shares or debentures previously issued and for the time being listed on a recognized stock market;
but, subject as aforesaid, this section shall apply to a prospectus or a form of application whether issued on the formation of a company or subsequently.
(Replaced 78 of 1972 s. 5)
(6)
Nothing in this section shall limit or diminish any liability which any person
may incur under—
(Amended 28 of 2012 ss. 912 & 920)
(a)
the general law;
(b)
the provisions of the pre-amended Ordinance having a continuing effect
under Schedule 11 to the Companies Ordinance (Cap. 622) or by virtue of section 23 of the Interpretation
and General Clauses Ordinance (Cap. 1);
(c)
this Ordinance apart from this section; or
(d)
(7)
It is hereby declared that the provisions of the Third Schedule applied by this section are also applied to a guarantor corporation in relation to an offer or invitation to the public to subscribe for or purchase debentures of a company.
(Replaced 30 of 2004 s. 2)
(8)
In subsection (7),
guarantor corporation
(提供擔保的法團
), in relation to an offer or invitation to the public to subscribe for or purchase debentures of a company, means a corporation that guarantees or agrees to guarantee—(a)
the repayment of any money received or to be received by the company in response to the offer or invitation;
(b)
any other obligations of the company under or in respect of the debentures; or
(c)
in favour of the company any amount—
(i)
to which the company is entitled; and
(ii)
receipt of which, as stated in the prospectus concerned, is intended to enable the company to wholly or partly discharge any of its obligations under or in respect of the debentures.
(Added 30 of 2004 s. 2)
[cf. 1929 c. 23 s. 35 U.K.]
38A.
Exemption of certain persons and prospectuses from compliance with certain requirements
(1)
Where it is proposed to offer any shares in or debentures of a company to the public by a prospectus or class of prospectuses issued generally, there may, on the request of the applicant, and subject to such conditions (if any) as the Commission thinks fit, be issued by the Commission a certificate of exemption from compliance with any or all of the requirements of the relevant provisions if, having regard to the circumstances, the Commission considers that the exemption will not prejudice the interest of the investing public and compliance with any or all of those requirements—
(a)
would be irrelevant or unduly burdensome; or
(b)
is otherwise unnecessary or inappropriate.
(Replaced 30 of 2004 s. 2)
(2)
Whether or not a request referred to in subsection (1) has been made, the Commission may, by notice published in the Gazette, and subject to such conditions (if any) as the Commission thinks fit and specified in the notice, exempt—
(a)
any class of companies; or
(b)
any class of prospectuses issued by companies,
from any or all of the requirements of the relevant provisions if, having regard to the circumstances, the Commission considers that the exemption will not prejudice the interest of the investing public and compliance with any or all of those requirements, in the case of that class of companies or prospectuses, as the case may be—
(c)
would be irrelevant or unduly burdensome; or
(d)
is otherwise unnecessary or inappropriate.
(Replaced 30 of 2004 s. 2)
(3)
Where exemption from compliance with section 38(1) and (3) in relation to the requirements of the Third Schedule is granted under this section, whether by the issue of a certificate of exemption or by a notice in the Gazette, the certificate or notice, as the case may be, shall be expressed to have effect with regard to all of the requirements of the Third Schedule or to such of them as are specified in the certificate or notice, as the case may be.
(4)
In this section,
relevant provisions
(有關條文
) means any of the provisions of—(a)
section 38(1), (1A), (3) or (7), 38D(3) or (4), 42(1) or (4), 44A(1), (2) or (6) or 44B(1) or (2); or
(b)
(5)
The Commission may, by order published in the Gazette, amend subsection (4).
(Added 30 of 2004 s. 2)
(6)
The Commission shall publish, by the use of the Internet, such particulars of exemptions granted under subsection (1) as it considers appropriate.
(Added 30 of 2004 s. 2. Amended 9 of 2012 s. 50)
(7)
Where the Commission proposes to issue—
(a)
a notice of exemption under subsection (2); or
(b)
an amendment order under subsection (5),
it shall publish a draft of the proposed notice or order, in such manner as it considers appropriate, for the purpose of inviting representations on the proposed notice or order by the public.
(Added 30 of 2004 s. 2)
(8)
Where the Commission issues a notice or order mentioned in subsection (7) after a draft is published under that subsection in relation to the notice or order, it shall—
(a)
publish, in such manner as it considers appropriate, an account setting out in general terms—
(i)
the representations made on the draft; and
(ii)
the response of the Commission to the representations; and
(b)
where the notice or order is issued with modifications which in the opinion of the Commission result in the notice or order being significantly different from the draft, publish, in such manner as it considers appropriate, details of the difference.
(Added 30 of 2004 s. 2)
(9)
Subsections (7) and (8) do not apply if the Commission considers, in the circumstances of the case, that—
(a)
it is unnecessary or inappropriate that such subsections should apply; or
(b)
any delay involved in complying with such subsections would not be—
(i)
in the interest of the investing public; or
(ii)
in the public interest.
(Added 30 of 2004 s. 2)
(Replaced 86 of 1992 s. 3)
38AA.
Exemption for structured products
If it is proposed to offer any shares in or debentures of a company that are structured products, the following provisions do not apply in relation to the offer—
(a)
(b)
the Third Schedule; and
(c)
the Seventeenth to the Twenty-second Schedules.
(Added 8 of 2011 s. 18)
38B.
Advertisements concerning prospectuses
(1)
Subject to subsection (2), it shall not be lawful for any person to publish or
cause to be published—
(a)
by way of advertisement any extract from or abridged version of a
prospectus; or
(b)
an advertisement in relation to a prospectus or proposed
prospectus,
whether in the English or Chinese language or in any other language in
relation to shares or debentures of
a
company (whether it is incorporated in or outside Hong Kong, and whether or not it
has established a place of business in Hong Kong).
(Replaced 30 of 2004 s. 2. Amended 14 of 2025 s. 104)
(2)
Notwithstanding subsection (1)—
(a)
the publication of an extract from or abridged version of a prospectus
which is in accordance with such requirements as may have been specified by the
Commission under subsection (2A)(a);
(Replaced 86 of 1992 s. 4)
(b)
the publication of the English version only of a prospectus in an English
language newspaper or the Chinese version only in a Chinese language
newspaper;
(c)
the publication of an advertisement, invitation or document which has been
authorized by the Commission under section 105 of the Securities and
Futures Ordinance (Cap. 571);
(Added 86 of 1992 s. 4. Amended 5 of 2002 s. 407)
(d)
the publication of an extract from or abridged version of a prospectus
which is in accordance with such requirements as may have been authorized by the
Commission under subsection (2A)(b) in that particular case;
(Added 86 of 1992 s. 4)
(e)
the publication of an advertisement which—
(i)
complies with the requirements of the Nineteenth Schedule
applicable to the advertisement; and
(ii)
contains such information as is permitted under subsection (2AA);
or
(Added 30 of 2004 s. 2)
(f)
the publication of an advertisement—
(i)
in relation to a company which is a collective investment scheme
authorized under section 104(1) of the Securities and Futures
Ordinance (Cap. 571); and
(ii)
which has been authorized under section 105 of the
Securities and Futures Ordinance (Cap.
571),
(Added 30 of 2004 s. 2)
shall not contravene this
section.
(Amended 30 of 2004 s. 2)
(2AA)
For the purposes of subsection (2)(e)(ii), the Commission may, on the
request of the applicant, and in accordance with the guidelines published under
section 38BA, permit an advertisement to contain such information as
is specified in the permission and subject to such conditions as are specified in
the permission.
(Added 30 of 2004 s. 2)
(2A)
The Commission may—
(a)
by notice in the Gazette, specify requirements applicable to the form and
manner of, and any other matters relating to, publication of an extract from or
abridged version of a prospectus, or any class of prospectuses;
(b)
in any particular case, specify requirements applicable to and authorize
the form and manner of, and any other matters relating to, publication of any
extract from or abridged version of a prospectus.
(Added 86 of 1992 s. 4. Amended 30 of 2004 s. 2)
(2B)
A prospectus referred to in subsection (2A) means a prospectus relating to
shares in or debentures of
a
company (whether it is incorporated in or outside Hong Kong, and whether or not it
has established a place of business in Hong Kong).
(Added 86 of 1992 s. 4. Amended 14 of 2025 s. 104)
(3)
If any person acts in contravention of subsection (1), he shall be liable to a
fine.
(Amended 7 of 1990 s. 2)
(Added 78 of 1972 s. 6)
38BA.
Commission may publish guidelines relating to publications falling within section 38B(2)
(1)
The Commission may prepare and publish guidelines in relation to the form and manner of, and any other matters relating to, publications falling within section 38B(2).
(2)
Guidelines published under subsection (1) are not subsidiary legislation.
(Added 30 of 2004 s. 2)
38C.
Expert’s consent to issue of prospectus containing statement by him
(1)
A prospectus inviting persons to subscribe for shares in or debentures of a company and including a statement purporting to be made by an expert shall not be issued unless—
(a)
he has given and has not, before delivery of a copy of the prospectus for registration, withdrawn his written consent to the issue thereof with the statement included in the form and context in which it is included; and
(b)
a statement that he has given and has not withdrawn his consent as aforesaid appears in the prospectus.
(2)
If any prospectus is issued in contravention of this section the company and every person who is knowingly a party to the issue thereof shall be liable to a fine.
(Amended 7 of 1990 s. 2)
(3)
In this section the expression
expert
(專家
) includes engineer, valuer, accountant, and any other person whose profession gives authority to a statement made by him.(Added 78 of 1972 s. 6)
[cf. 1948 c. 38 s. 40 U.K.]
38D.
Registration of prospectus
(1)
No prospectus shall be issued by or on behalf of a company unless the prospectus complies with the requirements of this Ordinance and, on or before the date of its publication, its registration has been authorized under this section and a copy thereof has been registered by the Registrar.
(2)
Every prospectus shall—
(a)
on the face of it, state that a copy has been registered as required by this section and immediately after such statement—
(i)
state that neither the Commission nor the Registrar takes any responsibility as to the contents of the prospectus;
(ii)
where the prospectus is or is to be authorized for issue by a recognized exchange company pursuant to a transfer order made under section 25 of the Securities and Futures Ordinance (Cap. 571), state that neither the Commission nor the recognized exchange company nor the Registrar takes any responsibility as to the contents of the prospectus; or
(iii)
where the prospectus is or is to be authorized for issue by a recognized exchange controller pursuant to a transfer order made under section 68 of that Ordinance, state that neither the Commission nor the recognized exchange controller nor the Registrar takes any responsibility as to the contents of the prospectus;
(Replaced 5 of 2002 s. 407)
(b)
on the face of it, specify or refer to statements included in the prospectus which specify, any documents required by this section to be endorsed on or attached to the copy so registered; and
(c)
conform with such requirements as are prescribed by the Chief Executive in
Council and the requirements set out in subsection (7A).
(Amended 23 of 1999 s. 3; 28 of 2012 ss. 912 & 920)
(3)
An application for authorization for registration of a prospectus under this section shall be made in writing to the Commission and there shall be delivered to the Commission together with the application a copy of the prospectus proposed to be registered which has been signed by every person who is named therein as a director or proposed director of the company or by his agent authorized in writing and having endorsed thereon or attached thereto—
(a)
any consent to the issue of the prospectus required by section 38C from any person as an expert; and
(b)
in the case of a prospectus issued generally, also—
(i)
a copy of any contract required by paragraph 17 of the Third Schedule to be stated in the prospectus or, in the case of a contract not reduced into writing, a memorandum giving full particulars thereof or, if in the case of a prospectus exempted under section 38A from compliance with the requirements of section 38(1), a contract or a copy thereof or a memorandum of a contract is required by the Commission to be available for inspection in connection with the request made under section 38A(1), a copy or, as the case may be, a memorandum of that contract;
(ii)
where the prospectus offers shares in the company for sale to the public, a list of the names, addresses and descriptions of the vendor or vendors of the shares; and
(iii)
where the persons making any report required by Part II of the Third Schedule have made therein, or have, without giving the reasons, indicated therein, any such adjustments as are mentioned in paragraph 42 of that Schedule, a written statement signed by those persons setting out the adjustments and giving the reasons therefor.
(4)
The references in subsection (3)(b)(i) to the copy of a contract required thereby to be endorsed on or attached to a copy of the prospectus shall, in the case of a contract wholly or partly in a language other than English or Chinese, be taken as references to a copy of a translation of the contract in either language or a copy embodying a translation in English or Chinese of the parts not in either language, as the case may be, being a translation certified in the prescribed manner under subsection (10) to be a correct translation.
(Amended 83 of 1995 s. 7; 30 of 2004 s. 2)
(5)
The Commission may—
(a)
authorize the registration by the Registrar, of a prospectus to which this section applies and where the Commission so authorizes, the Commission shall issue a certificate—
(i)
certifying that the Commission has done so; and
(ii)
specifying the documents which are required to be endorsed on or attached to the copy of the prospectus to be registered; or
(b)
refuse to authorize such registration.
(6)
The Commission shall not authorize the registration of a prospectus which relates to an intended company.
(7)
The Registrar—
(a)
shall not register a prospectus under this section unless—
(i)
it is dated and the copy thereof to be registered has been signed in the manner required by this section;
(ii)
it is accompanied by a certificate issued under subsection (5);
(iii)
it has endorsed thereon or attached thereto all the documents specified
in the certificate issued under subsection (5);
(Amended 28 of 2012 ss. 912 & 920)
(iv)
it conforms with such requirements as are prescribed by the Chief
Executive in Council and the requirements set out in subsection (7A);
and
(Amended 23 of 1999 s. 3; 28 of 2012 ss. 912 & 920)
(v)
it is accompanied by any fee that is payable, in respect of the
registration, under a regulation made under section 26 of the
Companies Ordinance (Cap. 622); and
(Added 28 of 2012 ss. 912 & 920)
(b)
shall register a prospectus if subparagraphs (i), (ii), (iii), (iv) and (v)
of paragraph (a) are complied with in respect of that prospectus.
(Amended 28 of 2012 ss. 912 & 920)
(7A)
The following are the requirements set out for the purposes of subsections (2)(c) and (7)(a)(iv)—
(a)
any requirement that the Registrar may specify, by notice in the Gazette, in relation to font size of prospectuses for the purposes of this section;
(b)
any other requirements that the Registrar may specify for the purpose of—
(i)
ensuring that documents of the same kind are of a standard form; and
(ii)
enabling the Registrar to make copies or image records of documents and
to make and keep records of the information contained in them.
(Added 28 of 2012 ss. 912 & 920)
(7B)
For the purposes of subsection (7A)(b), the Registrar may specify
different requirements for different documents or classes of documents.
(Added 28 of 2012 ss. 912 & 920)
(8)
If a prospectus is issued without having endorsed thereon or attached thereto the required documents or without a copy thereof which has the required documents endorsed or attached having been registered under this section by the Registrar, the company, and every person who is knowingly a party to the issue of the prospectus, shall be liable to a fine and, for continued default, to a daily default fine from the date of the issue of the prospectus until a copy thereof is so registered or until the required documents are endorsed or attached, as the case may be.
(9)
Any person aggrieved by the refusal to authorize the registration of a prospectus under this section may appeal to the court and the court may either dismiss the appeal or order that the registration of the prospectus be authorized by the Commission under this section.
(10)
A translation mentioned in subsection (4) shall be—
(a)
certified by the person making the translation as a correct translation; and
(b)
deemed to be certified in the prescribed manner if the person making the translation has been certified, by the appropriate person mentioned in subparagraph (i) or (ii), as a person believed by that appropriate person to be competent to translate it into the English or Chinese language, as the case may be, that is to say—
(i)
if the translation be made outside Hong Kong—
(A)
a notary public in the place where the translation is made;
(B)
such other person as may be specified by the Commission; or
(C)
such other person belonging to a class of persons specified by the Commission, by notice published in the Gazette, for the purposes of this paragraph;
(ii)
if the translation be made in Hong Kong—
(A)
a notary public in Hong Kong;
(B)
a solicitor of the High Court of Hong Kong;
(C)
such other person as may be specified by the Commission; or
(D)
such other person belonging to a class of persons specified by the Commission, by notice published in the Gazette, for the purposes of this paragraph.
(Added 30 of 2004 s. 2)
(11)
A notice published under subsection (10)(b)(i)(C) or (ii)(D) is not subsidiary legislation.
(Added 30 of 2004 s. 2)
(Replaced 86 of 1992 s. 5)
39.
(Repealed 6 of 1984 s. 23)
39A.
Amendment of prospectus consisting of one document
(1)
A prospectus—
(a)
consisting of one document; and
(b)
to which the provisions of this Part are applicable,
may only be amended in accordance with the provisions of Part 1 of the Twentieth Schedule.
(2)
The provisions of Part 1 of the Twentieth Schedule may alter the operation of a provision of this Part in relation to any prospectus, or class of prospectuses, which may be amended under subsection (1).
(3)
If any company contravenes subsection (1), the company and every officer of the company who is in default shall be liable to a fine.
(4)
For the avoidance of doubt, it is hereby declared that this section and Part 1 of the Twentieth Schedule do not apply to a prospectus to which section 39B applies.
(Added 30 of 2004 s. 2)
39B.
Prospectus may consist of more than one document, etc.
(1)
A prospectus to which the provisions of this Part are applicable may consist of more than one document in accordance with the provisions of Part 1 of the Twenty-first Schedule.
(2)
A prospectus to which subsection (1) applies may only be amended in accordance with the provisions of Part 1 of the Twenty-first Schedule.
(3)
The provisions of Part 1 of the Twenty-first Schedule may alter the operation of a provision of this Part in relation to any prospectus, or class of prospectuses, which falls within subsection (1) or which may be amended under subsection (2).
(4)
If any company contravenes subsection (2), the company and every officer of the company who is in default shall be liable to a fine.
(Added 30 of 2004 s. 2)
39C.
Submission of certified copies
Where any document (howsoever described), other than a prospectus, is required under any of the provisions of sections 37 to 44B inclusive to be submitted to the Registrar by a company, the requirement shall be deemed to be satisfied by the submission to the Registrar of a copy of the document certified—
(a)
to be a true copy of the document; and
(b)
by—
(i)
a director or company secretary of the company or an agent of the director or company secretary authorized in writing for the purpose by the director or company secretary;
(Amended 28 of 2012 ss. 912 & 920)
(ii)
a solicitor within the meaning of section 2(1) of the Legal Practitioners Ordinance (Cap. 159) or a certified public accountant within the meaning of section 2 of the Professional Accountants Ordinance (Cap. 50); or
(Amended 10 of 2005 s. 223)
(iii)
a notary public within the meaning of section 2(1) of the Legal Practitioners Ordinance (Cap. 159).
(Added 30 of 2004 s. 2)
40.
Civil liability for misstatements in prospectus
(1)
Subject to the provisions of this section, where a prospectus invites persons to
subscribe for shares in or debentures of a company, the following persons shall be
liable to pay compensation to all persons who subscribe for any shares or debentures
on the faith of the prospectus for the loss or damage they may have sustained by
reason of any untrue statement included therein, that is to say—
(a)
every person who is a director of the company at the time of the issue of
the prospectus;
(b)
every person who has authorized himself to be named and is named in the
prospectus as a director or as having agreed to become a director either
immediately or after an interval of time;
(c)
every person being a promoter of the company; and
(d)
every person who has authorized the issue of the prospectus:
Provided that where under
section 38C the consent of a person is required to the issue of a
prospectus and he has given that consent, he shall not by reason of his having given
it be liable under this subsection as a person who has authorized the issue of the
prospectus except in respect of an untrue statement purporting to be made by him as
an expert.
(1A)
Subsection (1)(d) shall not apply—
(a)
to the Commission;
(b)
where the relevant prospectus is authorized by a recognized exchange company pursuant to a transfer order made under section 25 of the Securities and Futures Ordinance (Cap. 571), to the Commission or the recognized exchange company; or
(c)
where the relevant prospectus is authorized by a recognized exchange controller pursuant to a transfer order made under section 68 of that Ordinance, to the Commission or the recognized exchange controller.
(Replaced 5 of 2002 s. 407)
(2)
No person shall be liable under subsection (1) if he proves—
(a)
that, having consented to become a director of the company, he withdrew his consent before the issue of
the prospectus, and that it was issued without his authority or consent;
or
(b)
that the prospectus was issued without his knowledge or consent, and that
on becoming aware of its issue he forthwith gave reasonable public notice that
it was issued without his knowledge or consent; or
(c)
that, after the issue of the prospectus and before allotment thereunder,
he, on becoming aware of any untrue statement therein, withdrew his consent
thereto and gave reasonable public notice of the withdrawal and of the reason
therefor; or
(d)
that—
(i)
as regards every untrue statement not purporting to be made on the
authority of an expert or of a public official document or statement, he had
reasonable ground to believe, and did up to the time of the allotment of the
shares or debentures, as the case may be, believe, that the statement was
true; and
(ii)
as regards every untrue statement purporting to be a statement by an
expert or contained in what purports to be a copy of or extract from a
report or valuation of an expert, it fairly represented the statement, or
was a correct and fair copy of or extract from the report or valuation, and
he had reasonable ground to believe and did up to the time of the issue of
the prospectus believe that the person making the statement was competent to
make it and that person had given the consent required by section
38C to the issue of the prospectus and had not withdrawn that
consent before delivery of a copy of the prospectus for registration or, to
the defendant’s knowledge, before allotment thereunder; and
(iii)
as regards every untrue statement purporting to be a statement made
by an official person or contained in what purports to be a copy of or
extract from a public official document, it was a correct and fair
representation of the statement or copy of or extract from the
document:
Provided that this subsection
shall not apply in the case of a person liable, by reason of his having given a
consent required of him by the said section 38C, as a person who has
authorized the issue of the prospectus in respect of an untrue statement purporting
to be made by him as an expert.
(3)
A person who, apart from this subsection would under subsection (1) be liable, by reason of his having given a consent required of him by section 38C, as a person who has authorized the issue of a prospectus in respect of an untrue statement purporting to be made by him as an expert, shall not be so liable if he proves—
(a)
that, having given his consent under the said section 38C to the issue of the prospectus, he withdrew it in writing before delivery of a copy of the prospectus for registration; or
(b)
that, after delivery of a copy of the prospectus for registration and before allotment thereunder, he, on becoming aware of the untrue statement, withdrew his consent in writing and gave reasonable public notice of the withdrawal, and of the reason therefor; or
(c)
that he was competent to make the statement and that he had reasonable ground to believe and did up to the time of the allotment of the shares or debentures, as the case may be, believe that the statement was true.
(4)
Where—
(a)
the prospectus contains the name of a person as a director of the company, or as having agreed to become a director thereof, and he has not consented to become a director, or has withdrawn his consent before the issue of the prospectus, and has not authorized or consented to the issue thereof; or
(b)
the consent of a person is required under section 38C to the issue of the prospectus and he either has not given that consent or has withdrawn it before the issue of the prospectus,
the directors of the company, except any without whose knowledge or consent the prospectus was issued, and any other person who authorized the issue thereof shall be liable to indemnify the person named as aforesaid or whose consent was required as aforesaid, as the case may be, against all damages, costs and expenses to which he may be made liable by reason of his name having been inserted in the prospectus or of the inclusion therein of a statement purporting to be made by him as an expert, as the case may be, or in defending himself against any action or legal proceeding brought against him in respect thereof:
Provided that a person shall not be deemed for the purposes of this subsection to have authorized the issue of a prospectus by reason only of his having given the consent required by section 38C to the inclusion therein of a statement purporting to be made by him as an expert.
(5)
For the purposes of this section—
(a)
the expression
promoter
(發起人
) means a promoter who was a party to the preparation of the prospectus, or of the portion thereof containing the untrue statement, but does not include any person by reason of his acting in a professional capacity for persons engaged in procuring the formation of the company; and(b)
(6)
This section shall apply to a publication falling within section 38B(2) as if the publication were a prospectus.
(Added 30 of 2004 s. 2)
(7)
It is hereby declared that, for the purposes of this section,
persons who subscribe for any shares or debentures
(任何股份或債權證的認購人
) includes persons specified in the Twenty-second Schedule. (Added 30 of 2004 s. 2)
(Replaced 78 of 1972 s. 7)
[cf. 1948 c. 38 s. 43 U.K.]
40A.
Criminal liability for misstatements in prospectus
(1)
Where a prospectus issued after the
commencement#
of the Companies (Amendment) Ordinance 1972 (78 of
1972) includes any untrue statements, any person who authorized the issue
of the prospectus shall be liable to imprisonment and a fine, unless he proves
either that the statement was immaterial or that he had reasonable grounds to
believe and did up to the time of the issue of the prospectus believe that the
statement was true.
(Amended 7 of 1990 s. 2)
(2)
A person shall not be deemed for the purposes of this section to have authorized the issue of a prospectus by reason only of his having given the consent required by section 38C to the inclusion therein of a statement purporting to be made by him as an expert.
(3)
Subsection (1) shall not apply—
(a)
to the Commission;
(b)
where the relevant prospectus is authorized by a recognized exchange company pursuant to a transfer order made under section 25 of the Securities and Futures Ordinance (Cap. 571), to the Commission or the recognized exchange company; or
(c)
where the relevant prospectus is authorized by a recognized exchange controller pursuant to a transfer order made under section 68 of that Ordinance, to the Commission or the recognized exchange controller.
(Replaced 5 of 2002 s. 407)
(4)
This section shall apply to a publication falling within section 38B(2) as if the publication were a prospectus.
(Added 30 of 2004 s. 2)
(Added 78 of 1972 s. 8)
[cf. 1948 c. 38 s. 44 U.K.]
Editorial Note:
#
Commencement date: 1 March 1973.
40B.
Right to damages and compensation not affected
A person is not debarred from obtaining damages or other compensation from a company by reason only of—
(a)
his holding or having held shares in the company; or
(b)
his having any right—
(i)
to apply or subscribe for shares; or
(ii)
to be included in the register of the company in respect of shares.
(Added 3 of 1997 s. 10)
[cf. 1985 c. 6 s. 111A U.K.]
41.
Document containing offer of shares or debentures for sale to be deemed prospectus
(1)
Where a company allots or agrees to allot any shares in or debentures of the company with a view to all or any of those shares or debentures being offered for sale to the public, any document by which the offer for sale to the public is made shall for all purposes be deemed to be a prospectus issued by the company, and all enactments and rules of law as to the contents of prospectuses and to liability in respect of statements in and omissions from prospectuses, or otherwise relating to prospectuses, shall apply and have effect accordingly, as if the shares or debentures had been offered to the public for subscription and as if persons accepting the offer in respect of any shares or debentures were subscribers for those shares or debentures, but without prejudice to the liability, if any, of the persons by whom the offer is made, in respect of mis-statements contained in the document or otherwise in respect thereof.
(2)
For the purposes of this Ordinance, it shall, unless the contrary is proved, be evidence that an allotment of, or an agreement to allot, shares or debentures was made with a view to the shares or debentures being offered for sale to the public if it is shown—
(a)
that an offer of the shares or debentures or of any of them for sale to the public was made within 6 months after the allotment or agreement to allot; or
(b)
that at the date when the offer was made the whole consideration to be received by the company in respect of the shares or debentures had not been so received.
(3)
Section 38D as applied by this section shall have effect as though the persons making the offer were persons named in a prospectus as directors of a company, and section 38 as applied by this section shall have effect as if it required a prospectus to state in addition to the matters required by that section to be stated in a prospectus—
(a)
the net amount of the consideration received or to be received by the company in respect of the shares or debentures to which the offer relates; and
(b)
the place and time at which the contract under which the said shares or debentures have been or are to be allotted, or a copy thereof, may be inspected.
(Amended 78 of 1972 s. 9)
(4)
Where a person making an offer to which this section relates is a company or a firm, it shall be sufficient if the document aforesaid is signed on behalf of the company or firm by 2 directors of the company or not less than half of the partners, as the case may be, and any such director or partner may sign by his agent authorized in writing.
[cf. 1929 c. 23 s. 38 U.K.]
41A.
Interpretation of provisions relating to prospectuses
(1)
For the purposes of the foregoing provisions of this Part—
(Amended 30 of 2004 s. 2)
(a)
a statement included in a prospectus shall be deemed to be untrue if it is misleading in the form and context in which it is included; and
(b)
a statement shall be deemed to be included in a prospectus if it is contained therein or in any report or memorandum appearing on the face thereof or by reference incorporated therein or issued therewith.
(2)
For the purposes of sections 40 and 40A,
untrue statement
(不真實陳述
), in relation to any prospectus, includes a material omission from the prospectus. (Added 30 of 2004 s. 2)
(Added 78 of 1972 s. 10)
[cf. 1948 c. 38 s. 46 U.K.]
42.
Prohibition of allotment unless minimum subscription received
(1)
Subject to section 38A, no allotment shall be made of any share capital of a company offered to the public for subscription unless the amount stated in the prospectus as the minimum amount which, in the opinion of the directors must be raised by the issue of share capital in order to provide for the matters specified in paragraph 7 in Part I of the Third Schedule has been subscribed, and the sum payable on application for the amount so stated has been paid to and received by the company. For the purposes of this subsection, a sum shall be deemed to have been paid to and received by the company if a cheque for that sum has been received in good faith by the company and the directors of the company have no reason for suspecting that the
cheque will not be paid.
(Amended 78 of 1972 s. 11; 86 of 1992 s. 8)
(2)
The amount so stated in the prospectus shall be reckoned exclusively of any
amount payable otherwise than in cash and is in this Ordinance referred to as the
minimum
subscription.
(3)
The amount payable on application on each share shall not be less than 5 per cent of the issue price of the share.
(Amended 28 of 2012 ss. 912 & 920)
(4)
Subject to section 38A, if the conditions aforesaid have not been complied with on the expiration of 30 days after the first issue of the prospectus, all money received from applicants for shares shall be forthwith repaid to them without interest, and, if any such money is not so repaid within 38 days after the issue of the prospectus, the directors of the company shall be jointly and severally liable to repay that money with interest at the rate of 8 per cent per annum from the expiration of the 38th day:
(Amended 86 of 1992 s. 8)
Provided that a director shall not be liable if he proves that the default in the repayment of the money was not due to any misconduct or negligence on his part.
(Replaced 78 of 1972 s. 11)
(5)
Any condition requiring or binding any applicant for shares to waive compliance with any requirement of this section shall be void.
(6)
This section, except subsection (3), shall not apply to any allotment of shares subsequent to the first allotment of shares offered to the public for subscription.
[cf. 1929 c. 23 s. 39 U.K.]
43.
Prohibition of allotment in certain cases unless statement in lieu of prospectus
delivered to Registrar
(1)
A company having a share capital which does not issue a prospectus on its
formation, or which has issued such a prospectus but has not proceeded to allot any
of the shares offered to the public for subscription, shall not allot any of its
shares or debentures unless at least 3 days before the first allotment of either
shares or debentures there has been delivered to the Registrar for registration a
statement in lieu of prospectus signed by every person who is named therein as a
director or a proposed director of the company or by his agent authorized in
writing, in the form and containing the particulars set out in Part I of the
Fourth Schedule and, in the cases mentioned in Part II of that
Schedule, setting out the reports specified therein, and the said
Parts I and II shall have effect subject to the provisions contained in Part III of
that Schedule.
(1A)
In subsection (1), a reference to a company’s formation is, in relation to a
company that is a re-domiciled company, a reference to the time when the company
becomes a re-domiciled company.
(Added 14 of 2025 s. 105)
(2)
Every statement in lieu of prospectus delivered under subsection (1) shall,
where the persons making any such report as aforesaid have made therein or have,
without giving the reasons, indicated therein any such adjustments as are mentioned
in paragraph 5 of the said Fourth Schedule, have endorsed
thereon or attached thereto a written statement signed by those person setting out
the adjustments and giving the reasons therefor.
(3)
This section shall not apply to a private company or any allotment of shares or
debentures the subject of an offer specified in Part 1 of the
Seventeenth Schedule as read with the other Parts of that
Schedule.
(Amended 30 of 2004 s. 2)
(4)
If a company acts in contravention of subsection (1) or (2), the company and
every director of the company who knowingly and wilfully authorizes or permits the
contravention shall be liable to a fine.
(Amended 7 of 1990 s. 2)
(5)
Where a statement in lieu of prospectus delivered to the Registrar under
subsection (1) includes any untrue statement, any person who authorized the delivery
of the statement in lieu of prospectus for registration shall be liable to
imprisonment and a fine, unless he proves either that the untrue statement was
immaterial or that he had reasonable ground to believe and did up to the time of the
delivery for registration of the statement in lieu of prospectus believe that the
untrue statement was true.
(Amended 7 of 1990 s. 2)
(6)
For the purposes of this section—
(a)
a statement included in a statement in lieu of prospectus shall be deemed
to be untrue if it is misleading in the form and context in which it is
included; and
(b)
a statement shall be deemed to be included in a statement in lieu of
prospectus if it is contained therein or in any report or memorandum appearing
on the face thereof or by reference incorporated therein.
(6A)
For the purposes of subsection (5),
untrue
statement
(不真實陳述
), in relation to a
statement in lieu of prospectus, includes a material omission from the
statement. (Added 30 of 2004 s. 2)
(7)
The Chief Executive in Council may by regulation amend the Fourth
Schedule.
(Amended 23 of 1999 s. 3)
(Replaced 78 of 1972 s. 12)
[cf. 1948 c. 38 s. 48 U.K.]
44.
Effect of irregular allotment
(1)
An allotment made by a company to an applicant in contravention of the provisions of sections 42 and 43, shall be voidable at the instance of the applicant within 1 month after the holding of the statutory meeting of the company and not later, or, in any case where the company is not required to hold a statutory meeting, or where the allotment is made after the holding of the statutory meeting, within 1 month after the date of the allotment, and not later, and shall be so voidable notwithstanding that the company is in course of being wound up.
(2)
If any director of a company knowingly contravenes, or permits or authorizes the contravention of, any of the provisions of the said sections with respect to allotment, he shall be liable to compensate the company and the allottee respectively for any loss, damages, or costs which the company or the allottee may have sustained or incurred thereby:
Provided that proceedings to recover any such loss, damages, or costs shall not be commenced after the expiration of 2 years from the date of the allotment.
[cf. 1929 c. 23 s. 41 U.K.]
44A.
Applications for, and allotment of, shares and debentures
(1)
No allotment shall be made of any shares in or debentures
of a company in pursuance of a prospectus issued generally and no proceedings
shall be taken on applications made in pursuance of a prospectus so issued,
until the beginning of the 3rd day after that on which the prospectus is first
so issued or such later time (if any) as may be specified in the
prospectus.
The beginning of the said 3rd day or such later time as
aforesaid is hereafter in this Ordinance referred to as the time of the
opening of the subscription lists.
(2)
Subject to section 38A, no allotment shall be made of any shares in or debentures of a company in pursuance of a prospectus issued generally later than 30 days after the day on which the prospectus is first so issued.
(Amended 86 of 1992 s. 9)
(3)
In subsections (1) and (2), the references to the day on which the prospectus is first issued generally shall be construed as referring to the day on which it is first so issued as a newspaper advertisement:
Provided that, if it is not so issued as a newspaper advertisement before the 3rd day after that on which it is first so issued in any other manner, the said reference shall be construed as referring to the day on which it is first so issued in any manner.
(4)
The validity of an allotment shall not be affected by any contravention of the foregoing provisions of this section but, in the event of any such contravention, the company and every officer of the company who is in default shall be liable to a fine.
(Amended 7 of 1990 s. 2)
(5)
In the application of this section to a prospectus offering shares or debentures for sale, the foregoing subsections shall have effect with the substitution of references to sale for references to allotment, and with the substitution for the reference to the company and every officer of the company who is in default of a reference to any person by or through whom the offer is made and who knowingly and wilfully authorizes or permits the contravention.
(6)
An application for shares in or debentures of a company which is made in pursuance of a prospectus issued generally shall not be revocable until after the expiration of the 5th day after the time of the opening of the subscription lists, or the giving before the expiration of the said 5th day, by some person responsible under section 40 for the prospectus, of a public notice having the effect under that section of excluding or limiting the responsibility of the person giving it.
(7)
In reckoning for the purposes of this section and section 44B the 3rd or 5th day after another day, any intervening day which is a Saturday or Sunday or which is a general holiday in Hong Kong shall be disregarded, and if the 3rd or 5th day (as so reckoned) is itself a Saturday or Sunday or such a holiday there shall for the said purposes be substituted the 1st day thereafter which is none of them.
(Amended 6 of 1984 s. 259)
(Added 78 of 1972 s. 13)
[cf. 1948 c. 38 s. 50 U.K.]
44B.
Allotment of shares and debentures to be listed on stock exchange
(1)
Where a prospectus, whether issued generally or not, states that application has been or will be made for permission for the shares or debentures offered thereby to be listed on any stock exchange, any allotment made on an application in pursuance of the prospectus shall, whenever made, be void if the permission has not been applied for before the 3rd day after the first issue of the prospectus or if the permission has been refused before the expiration of 3 weeks from the date of the closing of the subscription lists or such longer period not exceeding 6 weeks as may, within the said 3 weeks, be notified to the applicant for permission by or on behalf of the stock exchange.
(Amended 6 of 1984 s. 259)
(2)
Where the permission has not been applied for as aforesaid, or has been refused as aforesaid, the company shall forthwith repay without interest all money received from applicants in pursuance the prospectus, and, if any such money is not repaid within 8 days after the company becomes liable to repay it, the directors of the company shall be jointly and severally liable to repay that money with interest at the rate of 8 per cent per annum from the expiration of the 8th day:
Provided that a director shall not be liable if he proves that the default in the repayment of the money was not due to any misconduct or negligence on his part.
(3)
All money received as aforesaid shall be kept in a separate bank account so long as the company may become liable to repay it under subsection (2); and, if default is made in complying with this subsection, the company and every officer of the company who is in default shall be liable to a fine.
(Amended 7 of 1990 s. 2)
(4)
Any condition requiring or binding any applicant for shares or debentures to waive compliance with any requirement of this section shall be void.
(5)
For the purposes of this section, permission shall not be deemed to be refused if it is intimated that the application for it, though not at present granted, will be given further consideration.
(6)
This section shall have effect—
(a)
in relation to any shares or debentures agreed to be taken by a person underwriting an offer thereof by a prospectus as if he had applied therefor in pursuance of the prospectus; and
(b)
in relation to a prospectus offering shares for sale with the following modifications, that is to say—
(i)
references to sale shall be substituted for references to allotment;
(ii)
the persons by whom the offer is made, and not the company, shall be liable under subsection (2) to repay money received from applicants, and references to the company’s liability under that subsection shall be construed accordingly; and
(iii)
for the reference in subsection (3) to the company and every officer of the company who is in default there shall be substituted a reference to any person by or through whom the offer is made and who knowingly and wilfully authorizes or permits the default.
(Added 78 of 1972 s. 13)
[cf. 1948 c. 38 s. 51 U.K.]
45.
(Repealed 28 of 2012 ss. 912 & 920)
(Cross-heading repealed 28 of 2012 ss. 912 & 920)
46.
(Repealed 28 of 2012 ss. 912 & 920)
47.
(Repealed 80 of 1974 s. 3)
(Cross-headings repealed 28 of 2012 ss. 912 & 920)
47A.
(Repealed 28 of 2012 ss. 912 & 920)
47B.
(Repealed 28 of 2012 ss. 912 & 920)
47C.
(Repealed 28 of 2012 ss. 912 & 920)
(Cross-heading repealed 28 of 2012 ss. 912 & 920)
47D.
(Repealed 28 of 2012 ss. 912 & 920)
(Cross-heading repealed 28 of 2012 ss. 912 & 920)
47E.
(Repealed 28 of 2012 ss. 912 & 920)
47F.
(Repealed 28 of 2012 ss. 912 & 920)
47G.
(Repealed 28 of 2012 ss. 912 & 920)
48.
(Repealed 28 of 2012 ss. 912 & 920)
Division 3
Construction
of References to Offering Shares or Debentures to the
Public
(Replaced 14 of 2016 s. 9)
48A.
Construction of references to offering shares or debentures to the public
(1)
Any reference in this Ordinance to offering shares or debentures to the public shall, subject to any provision to the contrary contained therein, be construed as including a reference to offering them to any section of the public, whether selected as members or debenture holders of the company concerned or as clients of the person issuing the prospectus or in any other manner, and references in this Ordinance or in a company’s articles to invitations to the public to subscribe for shares or debentures shall, subject as aforesaid, be similarly construed.
(2)
Subsection (1) shall not be taken as requiring any offer or invitation to be treated as made to the public if it can properly be regarded, in all the circumstances, as not being 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 otherwise as being a domestic concern of the persons making and receiving it, and in particular—
(a)
a provision in a company’s articles prohibiting invitations to the public to subscribe for shares or debentures shall not be taken as prohibiting the making to members or debenture holders of an invitation which can properly be regarded as aforesaid; and
(b)
the provisions of this Ordinance relating to private companies shall be construed accordingly.
(3)
For the avoidance of doubt, it is hereby declared that the provisions of the Seventeenth Schedule shall not be construed to prejudice the generality of this section.
(Added 30 of 2004 s. 2)
(Added 78 of 1972 s. 14)
[cf. 1948 c. 38 s. 55 U.K.]
(Cross-heading repealed 28 of 2012 ss. 912 & 920)
48B.
(Repealed 28 of 2012 ss. 912 & 920)
(Cross-heading repealed 28 of 2012 ss. 912 & 920)
48C.
(Repealed 28 of 2012 ss. 912 & 920)
48D.
(Repealed 28 of 2012 ss. 912 & 920)
48E.
(Repealed 28 of 2012 ss. 912 & 920)
48F.
(Repealed 28 of 2012 ss. 912 & 920)
(Cross-headings repealed 28 of 2012 ss. 912 & 920)
49.
(Repealed 28 of 2012 ss. 912 & 920)
49A.
(Repealed 28 of 2012 ss. 912 & 920)
49B.
(Repealed 28 of 2012 ss. 912 & 920)
49BA.
(Repealed 28 of 2012 ss. 912 & 920)
49C.
(Repealed 28 of 2012 ss. 912 & 920)
49D.
(Repealed 28 of 2012 ss. 912 & 920)
49E.
(Repealed 28 of 2012 ss. 912 & 920)
49F.
(Repealed 28 of 2012 ss. 912 & 920)
49G.
(Repealed 28 of 2012 ss. 912 & 920)
49H.
(Repealed 28 of 2012 ss. 912 & 920)
(Cross-heading repealed 28 of 2012 ss. 912 & 920)
49I.
(Repealed 28 of 2012 ss. 912 & 920)
49J.
(Repealed 28 of 2012 ss. 912 & 920)
49K.
(Repealed 28 of 2012 ss. 912 & 920)
49L.
(Repealed 28 of 2012 ss. 912 & 920)
49M.
(Repealed 28 of 2012 ss. 912 & 920)
49N.
(Repealed 28 of 2012 ss. 912 & 920)
49O.
(Repealed 28 of 2012 ss. 912 & 920)
(Cross-heading repealed 28 of 2012 ss. 912 & 920)
49P.
(Repealed 28 of 2012 ss. 912 & 920)
49Q.
(Repealed 28 of 2012 ss. 912 & 920)
49R.
(Repealed 28 of 2012 ss. 912 & 920)
49S.
(Repealed 28 of 2012 ss. 912 & 920)
50.
(Repealed 28 of 2012 ss. 912 & 920)
(Cross-heading repealed 28 of 2012 ss. 912 & 920)
51.
(Repealed 28 of 2012 ss. 912 & 920)
52.
(Repealed 28 of 2012 ss. 912 & 920)
53.
(Repealed 28 of 2012 ss. 912 & 920)
54.
(Repealed 28 of 2012 ss. 912 & 920)
55.
(Repealed 28 of 2012 ss. 912 & 920)
56.
(Repealed 28 of 2012 ss. 912 & 920)
57.
(Repealed 28 of 2012 ss. 912 & 920)
57A.
(Repealed 28 of 2012 ss. 912 & 920)
57B.
(Repealed 28 of 2012 ss. 912 & 920)
57C.
(Repealed 28 of 2012 ss. 912 & 920)
(Cross-heading repealed 28 of 2012 ss. 912 & 920)
58.
(Repealed 28 of 2012 ss. 912 & 920)
59.
(Repealed 28 of 2012 ss. 912 & 920)
60.
(Repealed 28 of 2012 ss. 912 & 920)
61.
(Repealed 28 of 2012 ss. 912 & 920)
61A.
(Repealed 28 of 2012 ss. 912 & 920)
62.
(Repealed 28 of 2012 ss. 912 & 920)
63.
(Repealed 28 of 2012 ss. 912 & 920)
(Cross-heading repealed 28 of 2012 ss. 912 & 920)
63A.
(Repealed 28 of 2012 ss. 912 & 920)
64.
(Repealed 28 of 2012 ss. 912 & 920)
64A.
(Repealed 28 of 2012 ss. 912 & 920)
(Cross-heading repealed 28 of 2012 ss. 912 & 920)
65.
(Repealed 28 of 2012 ss. 912 & 920)
65A.
(Repealed 28 of 2012 ss. 912 & 920)
66.
(Repealed 28 of 2012 ss. 912 & 920)
67.
(Repealed 28 of 2012 ss. 912 & 920)
68.
(Repealed 28 of 2012 ss. 912 & 920)
69.
(Repealed 28 of 2012 ss. 912 & 920)
69A.
(Repealed 28 of 2012 ss. 912 & 920)
70.
(Repealed 28 of 2012 ss. 912 & 920)
71.
(Repealed 28 of 2012 ss. 912 & 920)
71A.
(Repealed 28 of 2012 ss. 912 & 920)
72.
(Repealed 28 of 2012 ss. 912 & 920)
73.
(Repealed 28 of 2012 ss. 912 & 920)
73A.
(Repealed 28 of 2012 ss. 912 & 920)
74.
(Repealed 28 of 2012 ss. 912 & 920)
74A.
(Repealed 28 of 2012 ss. 912 & 920)
74B.
(Repealed 28 of 2012 ss. 912 & 920)
75.
(Repealed 28 of 2012 ss. 912 & 920)
75A.
(Repealed 28 of 2012 ss. 912 & 920)
75B.
(Repealed 28 of 2012 ss. 912 & 920)
76.
(Repealed 28 of 2012 ss. 912 & 920)
77.
(Repealed 28 of 2012 ss. 912 & 920)
78.
(Repealed 28 of 2012 ss. 912 & 920)
79.
Payment of certain debts out of assets subject to floating charge in priority to claims under the charge
(1)
Where a receiver is appointed on behalf of the holders of any debentures of a company secured by a charge which, as created, was a floating charge, or possession is taken by or on behalf of those debenture holders of any property comprised in or subject to the charge, then, if the company is not at the time in course of being wound up, the debts, which in every winding-up are under the provisions of Part V relating to preferential payments to be paid in priority to all other debts, shall, according to their respective priorities under section 265, be paid out of any assets coming to the hands of the receiver or other person taking possession as aforesaid in priority to any claim for principal or interest in respect of the debentures.
(Amended 10 of 1987 s. 3)
(1A)
In the application of the provisions of Part V, section 265 shall be construed as if the provision for payment of accrued holiday remuneration becoming payable on the termination of employment before or by the effect of the winding-up order or resolution were a provision for payment of such remuneration becoming payable on the termination of employment before or by the effect of the appointment of the receiver or possession being taken as aforesaid.
(Added 6 of 1984 s. 45)
(2)
The periods of time mentioned in the said provisions of Part V shall be reckoned from the date of the appointment of the receiver or of possession being taken as aforesaid, as the case may be.
(2A)
Where the date referred to in subsection (2) occurred before the
commencement#
of the Companies (Amendment) Ordinance 1984 (6 of
1984), subsections (1) and (2) shall have effect with the substitution, for
references to the provisions of Part V, of references to the provisions which, by
virtue of section 265(7) are deemed to remain in force in the case
therein mentioned, and subsection (1A) shall not apply.
(Added 6 of 1984 s. 45)
(3)
Any payments made under this section shall be recouped as far as may be out of the assets of the company available for payment of general creditors.
(Amended 6 of 1984 s. 45)
[cf. 1925 c. 23 s. 78 U.K.]
Editorial Note:
#
Commencement date: 31 August 1984.
Part IIA
(Repealed 28 of 2012 ss. 912 & 920)
79A.
(Repealed 28 of 2012 ss. 912 & 920)
79B.
(Repealed 28 of 2012 ss. 912 & 920)
79C.
(Repealed 28 of 2012 ss. 912 & 920)
79D.
(Repealed 28 of 2012 ss. 912 & 920)
79E.
(Repealed 28 of 2012 ss. 912 & 920)
79F.
(Repealed 28 of 2012 ss. 912 & 920)
79G.
(Repealed 28 of 2012 ss. 912 & 920)
79H.
(Repealed 28 of 2012 ss. 912 & 920)
79I.
(Repealed 28 of 2012 ss. 912 & 920)
79J.
(Repealed 28 of 2012 ss. 912 & 920)
79K.
(Repealed 28 of 2012 ss. 912 & 920)
79L.
(Repealed 28 of 2012 ss. 912 & 920)
79M.
(Repealed 28 of 2012 ss. 912 & 920)
79N.
(Repealed 28 of 2012 ss. 912 & 920)
79O.
(Repealed 28 of 2012 ss. 912 & 920)
79P.
(Repealed 28 of 2012 ss. 912 & 920)
Part III
(Repealed 28 of 2012 ss. 912 & 920)
80.
(Repealed 28 of 2012 ss. 912 & 920)
81.
(Repealed 28 of 2012 ss. 912 & 920)
82.
(Repealed 28 of 2012 ss. 912 & 920)
83.
(Repealed 28 of 2012 ss. 912 & 920)
84.
(Repealed 6 of 1984 s. 50)
85.
(Repealed 28 of 2012 ss. 912 & 920)
86.
(Repealed 28 of 2012 ss. 912 & 920)
87.
(Repealed 28 of 2012 ss. 912 & 920)
88.
(Repealed 28 of 2012 ss. 912 & 920)
89.
(Repealed 28 of 2012 ss. 912 & 920)
90.
(Repealed 28 of 2012 ss. 912 & 920)
91.
(Repealed 28 of 2012 ss. 912 & 920)
Part IV
(Repealed 14 of 2016 s. 11)
92.
(Repealed 28 of 2012 ss. 912 & 920)
93.
(Repealed 28 of 2012 ss. 912 & 920)
94.
(Repealed 28 of 2012 ss. 912 & 920)
(Cross-heading repealed 14 of 2016 s. 11)
95.
(Repealed 28 of 2012 ss. 912 & 920)
95A.
(Repealed 28 of 2012 ss. 912 & 920)
96.
(Repealed 28 of 2012 ss. 912 & 920)
97.
(Repealed 28 of 2012 ss. 912 & 920)
98.
(Repealed 28 of 2012 ss. 912 & 920)
98A.
(Repealed 28 of 2012 ss. 912 & 920)
99.
(Repealed 28 of 2012 ss. 912 & 920)
100.
(Repealed 28 of 2012 ss. 912 & 920)
101.
(Repealed 28 of 2012 ss. 912 & 920)
102.
(Repealed 28 of 2012 ss. 912 & 920)
(Cross-heading repealed 28 of 2012 ss. 912 & 920)
103.
(Repealed 28 of 2012 ss. 912 & 920)
104.
(Repealed 28 of 2012 ss. 912 & 920)
105.
(Repealed 31 of 1981 s. 95)
106.
(Repealed 28 of 2012 ss. 912 & 920)
(Cross-heading repealed 28 of 2012 ss. 912 & 920)
107.
(Repealed 28 of 2012 ss. 912 & 920)
108.
(Repealed 3 of 1997 s. 31)
109.
(Repealed 28 of 2012 ss. 912 & 920)
110.
(Repealed 28 of 2012 ss. 912 & 920)
(Cross-heading repealed 14 of 2016 s. 11)
111.
(Repealed 28 of 2012 ss. 912 & 920)
112.
(Repealed 6 of 1984 s. 74 )
113.
(Repealed 28 of 2012 ss. 912 & 920)
114.
(Repealed 28 of 2012 ss. 912 & 920)
114A.
(Repealed 28 of 2012 ss. 912 & 920)
114AA.
(Repealed 28 of 2012 ss. 912 & 920)
114B.
(Repealed 28 of 2012 ss. 912 & 920)
114C.
(Repealed 28 of 2012 ss. 912 & 920)
114D.
(Repealed 28 of 2012 ss. 912 & 920)
114E.
(Repealed 28 of 2012 ss. 912 & 920)
115.
(Repealed 14 of 2016 s. 11)
115A.
(Repealed 28 of 2012 ss. 912 & 920)
116.
(Repealed 28 of 2012 ss. 912 & 920)
116A.
(Repealed 28 of 2012 ss. 912 & 920)
116B.
(Repealed 28 of 2012 ss. 912 & 920)
116BA.
(Repealed 28 of 2012 ss. 912 & 920)
116BB.
(Repealed 28 of 2012 ss. 912 & 920)
116BC.
(Repealed 28 of 2012 ss. 912 & 920)
116C.
(Repealed 28 of 2012 ss. 912 & 920)
117.
(Repealed 28 of 2012 ss. 912 & 920)
118.
(Repealed 28 of 2012 ss. 912 & 920)
119.
(Repealed 28 of 2012 ss. 912 & 920)
119A.
(Repealed 28 of 2012 ss. 912 & 920)
120.
(Repealed 28 of 2012 ss. 912 & 920)
(Cross-heading repealed 28 of 2012 ss. 912 & 920)
121.
(Repealed 28 of 2012 ss. 912 & 920)
122.
(Repealed 28 of 2012 ss. 912 & 920)
123.
(Repealed 28 of 2012 ss. 912 & 920)
124.
(Repealed 28 of 2012 ss. 912 & 920)
125.
(Repealed 28 of 2012 ss. 912 & 920)
126.
(Repealed 28 of 2012 ss. 912 & 920)
127.
(Repealed 28 of 2012 ss. 912 & 920)
128.
(Repealed 28 of 2012 ss. 912 & 920)
129.
(Repealed 28 of 2012 ss. 912 & 920)
129A.
(Repealed 28 of 2012 ss. 912 & 920)
129B.
(Repealed 28 of 2012 ss. 912 & 920)
129C.
(Repealed 28 of 2012 ss. 912 & 920)
129D.
(Repealed 28 of 2012 ss. 912 & 920)
129E.
(Repealed 28 of 2012 ss. 912 & 920)
129F.
(Repealed 28 of 2012 ss. 912 & 920)
129G.
(Repealed 28 of 2012 ss. 912 & 920)
130.
(Repealed 6 of 1983 s. 60)
131.
(Repealed 28 of 2012 ss. 912 & 920)
132.
(Repealed 28 of 2012 ss. 912 & 920)
133.
(Repealed 28 of 2012 ss. 912 & 920)
134.
(Repealed 28 of 2012 ss. 912 & 920)
135.
(Repealed 68 of 1972 s. 52)
136.
(Repealed 68 of 1972 s. 52)
137.
(Repealed 68 of 1972 s. 52)
138.
(Repealed 68 of 1972 s. 52)
139.
(Repealed 68 of 1972 s. 52)
140.
(Repealed 28 of 2012 ss. 912 & 920)
140A.
(Repealed 28 of 2012 ss. 912 & 920)
140B.
(Repealed 28 of 2012 ss. 912 & 920)
141.
(Repealed 28 of 2012 ss. 912 & 920)
141A.
(Repealed 30 of 1999 s. 9)
141B.
(Repealed 30 of 1999 s. 9)
141C.
(Repealed 28 of 2012 ss. 912 & 920)
(Cross-heading repealed 28 of 2012 ss. 912 & 920)
141CA.
(Repealed 28 of 2012 ss. 912 & 920)
141CB.
(Repealed 28 of 2012 ss. 912 & 920)
141CC.
(Repealed 28 of 2012 ss. 912 & 920)
141CD.
(Repealed 28 of 2012 ss. 912 & 920)
141CE.
(Repealed 28 of 2012 ss. 912 & 920)
141CF.
(Repealed 28 of 2012 ss. 912 & 920)
141CG.
(Repealed 28 of 2012 ss. 912 & 920)
(Subheading repealed 12 of 2010 s. 33)
141CH.
(Repealed 12 of 2010 s. 34)
(Cross-heading repealed 28 of 2012 ss. 912 & 920)
141D.
(Repealed 28 of 2012 ss. 912 & 920)
(Cross-heading repealed 28 of 2012 ss. 912 & 920)
141E.
(Repealed 28 of 2012 ss. 912 & 920)
(Cross-heading repealed 28 of 2012 ss. 912 & 920)
142.
(Repealed 28 of 2012 ss. 912 & 920)
143.
(Repealed 28 of 2012 ss. 912 & 920)
144.
(Repealed 28 of 2012 ss. 912 & 920)
145.
(Repealed 28 of 2012 ss. 912 & 920)
145A.
(Repealed 28 of 2012 ss. 912 & 920)
145B.
(Repealed 28 of 2012 ss. 912 & 920)
146.
(Repealed 28 of 2012 ss. 912 & 920)
146A.
(Repealed 28 of 2012 ss. 912 & 920)
147.
(Repealed 28 of 2012 ss. 912 & 920)
148.
(Repealed 28 of 2012 ss. 912 & 920)
149.
(Repealed 28 of 2012 ss. 912 & 920)
149A.
(Repealed 72 of 1994 s. 5)
150.
(Repealed 28 of 2012 ss. 912 & 920)
151.
(Repealed 28 of 2012 ss. 912 & 920)
152.
(Repealed 28 of 2012 ss. 912 & 920)
(Cross-heading repealed 28 of 2012 ss. 912 & 920)
152A.
(Repealed 28 of 2012 ss. 912 & 920)
152B.
(Repealed 28 of 2012 ss. 912 & 920)
152C.
(Repealed 28 of 2012 ss. 912 & 920)
152D.
(Repealed 28 of 2012 ss. 912 & 920)
152E.
(Repealed 28 of 2012 ss. 912 & 920)
152F.
(Repealed 28 of 2012 ss. 912 & 920)
(Cross-heading repealed 28 of 2012 ss. 912 & 920)
152FA.
(Repealed 28 of 2012 ss. 912 & 920)
152FB.
(Repealed 28 of 2012 ss. 912 & 920)
152FC.
(Repealed 28 of 2012 ss. 912 & 920)
152FD.
(Repealed 28 of 2012 ss. 912 & 920)
152FE.
(Repealed 28 of 2012 ss. 912 & 920)
(Cross-heading repealed 28 of 2012 ss. 912 & 920)
153.
(Repealed 28 of 2012 ss. 912 & 920)
153A.
(Repealed 28 of 2012 ss. 912 & 920)
153B.
(Repealed 28 of 2012 ss. 912 & 920)
153C.
(Repealed 28 of 2012 ss. 912 & 920)
154.
(Repealed 28 of 2012 ss. 912 & 920)
154A.
(Repealed 28 of 2012 ss. 912 & 920)
154B.
(Repealed 28 of 2012 ss. 912 & 920)