Full legislation
s.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
)
agent
(
代理人
) does not
include a person’s counsel acting as such;
(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
)
court
(
法院
、
法庭
) means the Court of First Instance;
(Replaced
6 of 1984 s. 2
. Amended
25 of 1998 s. 2
)
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
)
general rules
(
一般規則
) means general rules made under
section 296
and includes
forms;
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)
establishes a place of business in Hong Kong on or after the
commencement date of
Part 16
of the Companies Ordinance (
Cap. 622
); or
(b)
has established a place of business in Hong Kong before that
commencement date and continues to have a place of business in Hong Kong at
that commencement date;
(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 corporation
(
指明法團
) means a company or a non-Hong Kong company;
(Added
30 of 2004 s. 2
)
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
)
specified means
(
指明方式
)—see
section 2C
;
(Added
22 of 2023 s. 55
)
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
)
transaction at an undervalue
(
遜值交易
)—see
section 265E
;
(Added
14 of 2016 s. 6
)
unfair preference
(
不公平優惠
)—see
section 266A
;
(Added
14 of 2016 s. 6
)
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
)
(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
)