COMPANIES ORDINANCE
To consolidate and amend the law relating to companies.
[1 July 1933]
(Originally 39 of 1932 (Cap 32 1950))
CAP 32 COMPANIES ORDINANCE
- Long title - 30/06/1997
Section 1 - Short title - 30/06/1997
Section 2 - Interpretation - 01/12/2005
Section 2A - Registrar to specify forms - 13/02/2004
Section 2B - Construction of references to parent company, etc. - 01/12/2005
Section 3 - (Repealed 6 of 1984 s. 3) - 30/06/1997
Section 4 - Mode of forming incorporated company - 13/02/2004
Section 5 - Requirements with respect to memorandum - 30/06/1997
Section 5A - Powers of a company - 30/06/1997
Section 5B - Power limited by memorandum, etc. - 30/06/1997
Section 5C - Exclusion of deemed notice - 30/06/1997
Section 6 - Signature of memorandum - 30/06/1997
Section 7 - Restriction on alteration of memorandum - 30/06/1997
Section 8 - Mode in which and extent to which objects may be altered - 13/02/2004
Section 9 - Articles prescribing regulations for companies - 30/06/1997
Section 10 - Regulations required in case of unlimited company or company limited by guarantee - 30/06/1997
Section 11 - Adoption and application of Table A - 30/06/1997
Section 12 - Printing and signature of articles - 30/06/1997
Section 13 - Alteration of articles by special resolution - 11/11/1999
Section 14 - Statutory forms of memorandum and articles - 30/06/1997
Section 15 - Registration of memorandum and articles - 30/06/1997
Section 16 - Effect of registration - 30/06/1997
Section 17 - Power of company to hold lands - 30/06/1997
Section 18 - Conclusiveness of certificate of incorporation - 13/02/2004
Section 19 - Unlimited companies may be re-registered as limited - 30/06/1997
Section 20 - Restriction on registration of companies by certain names - 01/07/1997
Section 20A - (Repealed 60 of 1990 s. 4) - 30/06/1997
Section 21 - Power to dispense with certain words in name of charitable and other companies - 01/07/2000
Section 22 - Change of name - 13/02/2004
Section 22A - Power of Registrar to require company to abandon misleading name - 30/06/1997
Section 22B - Specification of names by Chief Executive - 13/02/2004
Section 22C - Registrar's index of company names - 01/07/1997
Section 23 - Effect of memorandum and articles - 13/02/2004
Section 24 - Provision as to memorandum and articles of companies limited by guarantee - 30/06/1997
Section 25 - Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent - 30/06/1997
Section 25A - Power to alter conditions in memorandum which could have been contained in articles - 13/02/2004
Section 26 - Copies of memorandum and articles to be given to members - 30/06/1997
Section 27 - Issued copies of memorandum to embody alterations - 30/06/1997
Section 28 - Definition of member - 30/06/1997
Section 28A - Membership of holding company - 30/06/1997
Section 29 - Meaning of private company - 30/06/1997
Section 30 - Circumstances in which company ceases to be or to enjoy privileges of a private company - 01/07/1997
Section 31 - (Repleaed 28 of 2003 s. 12) - 13/02/2004
Section 32 - Form of contracts - 30/06/1997
Section 32A - Pre-incorporation contracts - 30/06/1997
Section 33 - Bills of exchange and promissory notes - 30/06/1997
Section 34 - Execution of deeds abroad - 30/06/1997
Section 35 - Power for company to have official seal for use abroad - 30/06/1997
Section 36 - Authentication of documents - 30/06/1997
Section 37 - Dating of prospectus - 30/06/1997
Section 38 - Specific requirements as to particulars in prospectus - 03/12/2004
Section 38A - Exemption of certain persons and prospectuses from compliance with certain requirements - 03/12/2004
Section 38B - Advertisements concerning prospectuses - 03/12/2004
Section 38BA - Commission may publish guidelines relating to publications falling within section 38B(2) - 03/12/2004
Section 38C - Expert's consent to issue of prospectus containing statement by him - 30/06/1997
Section 38D - Registration of prospectus - 03/12/2004
Section 39 - (Repealed 6 of 1984 s. 23) - 30/06/1997
Section 39A - Amendment of prospectus consisting of one document - 03/12/2004
Section 39B - Prospectus may consist of more than one document, etc. - 03/12/2004
Section 39C - Submission of certified copies - 08/07/2005
Section 40 - Civil liability for misstatements in prospectus - 03/12/2004
Section 40A - Criminal liability for misstatements in prospectus - 03/12/2004
Section 40B - Right to damages and compensation not affected - 30/06/1997
Section 41 - Document containing offer of shares or debentures for sale to be deemed prospectus - 30/06/1997
Section 41A - Interpretation of provisions relating to prospectuses - 03/12/2004
Section 42 - Prohibition of allotment unless minimum subscription received - 30/06/1997
Section 43 - Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to Registrar - 03/12/2004
Section 44 - Effect of irregular allotment - 30/06/1997
Section 44A - Applications for, and allotment of, shares and debentures - 30/06/1997
Section 44B - Allotment of shares and debentures to be listed on stock exchange - 30/06/1997
Section 45 - Return as to allotments - 13/02/2004
Section 46 - Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, &c. - 30/06/1997
Section 47 - (Repealed 80 of 1974 s. 3) - 30/06/1997
Section 47A - Financial assistance generally prohibited - 30/06/1997
Section 47B - Definitions - 13/02/2004
Section 47C - Transactions not prohibited by section 47A - 30/06/1997
Section 47D - Special restriction for listed companies - 30/06/1997
Section 47E - Relaxation of section 47A for unlisted companies - 13/02/2004
Section 47F - Directors' statement under section 47E - 13/02/2004
Section 47G - Special resolution under section 47E - 13/02/2004
Section 48 - Time for giving financial assistance under section 47E - 13/02/2004
Section 48A - Construction of references to offering shares or debentures to the public - 03/12/2004
Section 48B - Application of premiums received on issue of shares - 11/11/1999
Section 48C - Merger relief - 11/11/1999
Section 48D - Relief in respect of group reconstructions - 11/11/1999
Section 48E - Provisions supplementary to sections 48C and 48D - 11/11/1999
Section 48F - Provision for extending or restricting relief from section 48B - 11/11/1999
Section 49 - Power to issue redeemable shares - 30/06/1997
Section 49A - Financing etc. of redemption - 30/06/1997
Section 49B - Power of company to purchase own shares - 01/04/2003
Section 49BA - Requirements for listed company to purchase own shares - 13/02/2004
Section 49C - Payments apart from purchase price to be made out of distributable profits - 30/06/1997
Section 49D - Authority for purchase by unlisted company - 01/07/2000
Section 49E - Authority for contingent purchase contract - 30/06/1997
Section 49F - Assignment or release of company's right to purchase own shares - 30/06/1997
Section 49G - Disclosure by company of purchase of own shares - 30/06/1997
Section 49H - The capital redemption reserve - 30/06/1997
Section 49I - Power of private companies to redeem or purchase own shares out of capital - 30/06/1997
Section 49J - Availability of profits for purposes of section 49I - 13/02/2004
Section 49K - Conditions for payment out of capital - 13/02/2004
Section 49L - Procedure for special resolution under section 49K - 13/02/2004
Section 49M - Publicity for proposed payment out of capital - 13/02/2004
Section 49N - Objections by company's members or creditors - 30/06/1997
Section 49O - Powers of court on application under section 49N - 30/06/1997
Section 49P - Effect of company's failure to redeem or purchase - 30/06/1997
Section 49Q - Power for Chief Executive in Council to modify certain sections - 13/02/2004
Section 49R - Transitional cases arising under sections 49 to 49S; and savings - 30/06/1997
Section 49S - Definitions for sections 49 to 49R - 30/06/1997
Section 50 - Power to issue shares at a discount - 30/06/1997
Section 51 - Power of company to arrange for different amounts being paid on shares - 30/06/1997
Section 52 - Reserve liability of limited company - 30/06/1997
Section 53 - Power of company limited by shares to alter its share capital - 30/06/1997
Section 54 - Notice to Registrar of consolidation of share capital, conversion of shares into stock, &c. - 13/02/2004
Section 55 - Notice of increase of capital - 13/02/2004
Section 56 - Power of unlimited company to provide for reserve share capital on re-registration - 30/06/1997
Section 57 - Power of company to pay interest out of capital in certain cases - 30/06/1997
Section 57A - Non voting shares and shares with different voting rights - 30/06/1997
Section 57B - Approval of company required for allotment of shares by directors - 01/07/2000
Section 57C - Validation of shares improperly issued - 30/06/1997
Section 58 - Special resolution for reduction of share capital - 13/02/2004
Section 59 - Application to court for confirming order, objections by creditors and settlement of list of objecting creditors - 13/02/2004
Section 60 - Order confirming reduction and powers of court on making such order - 30/06/1997
Section 61 - Registration of order and minute of reduction - 13/02/2004
Section 61A - Registration of special resolution, minute and statement where court confirmation is not required - 13/02/2004
Section 62 - Liability of members in respect of reduced shares - 30/06/1997
Section 63 - Penalty for concealing name of creditor - 30/06/1997
Section 63A - Variation of rights attached to special classes of shares - 13/02/2004
Section 64 - Rights of holders of special classes of shares - 30/06/1997
Section 64A - Documents relating to rights of holders of special classes of shares to be filed with Registrar - 01/07/2000
Section 65 - Nature of shares - 30/06/1997
Section 65A - Numbering of shares - 30/06/1997
Section 66 - Transfer not to be registered except on production of instrument of transfer - 30/06/1997
Section 67 - Transfer by personal representative - 30/06/1997
Section 68 - Registration of transfer at request of transferor - 30/06/1997
Section 69 - Notice of refusal to register transfer - 30/06/1997
Section 69A - Certification of transfers - 30/06/1997
Section 70 - Duties of company with respect to issue of certificates - 13/02/2004
Section 71 - Certificate to be evidence of title - 30/06/1997
Section 71A - Procedure for replacement of lost certificate - 01/04/2003
Section 72 - Evidence of grant of probate - 30/06/1997
Section 73 - Issue and effect of share warrants to bearer - 30/06/1997
Section 73A - Official seals for sealing share certificates etc. - 30/06/1997
Section 74 - Power to make compensation for losses from forged transfers - 30/06/1997
Section 74A - Company's register of debenture holders - 30/06/1997
Section 74B - Construction of provision of instrument relating to form of register of debenture holders - 30/06/1997
Section 75 - Rights of inspection of register of debenture holders and to copies of register and trust deed or other document - 30/06/1997
Section 75A - Meetings of debenture holders - 30/06/1997
Section 75B - Liability of trustees for debenture holders - 30/06/1997
Section 76 - Perpetual debentures - 30/06/1997
Section 77 - Power to re-issue redeemed debentures on certain cases - 30/06/1997
Section 78 - Specific performance of contracts to subscribe for debentures - 30/06/1997
Section 79 - Payment of certain debts out of assets subject to floating charge in priority to claims under the charge - 30/06/1997
Section 79A - Interpretation - 13/02/2004
Section 79B - Certain distributions prohibited - 30/06/1997
Section 79C - Restriction on distribution of assets - 30/06/1997
Section 79D - Exemption of certain companies - 30/06/1997
Section 79E - Realised profits of insurance company with long term business - 30/06/1997
Section 79F - Distribution to be justified by reference to company's accounts - 30/06/1997
Section 79G - Requirement for last annual accounts - 30/06/1997
Section 79H - Requirement for interim accounts - 30/06/1997
Section 79I - Requirements for initial accounts - 30/06/1997
Section 79J - Method of applying section 79F to successive distributions - 30/06/1997
Section 79K - Treatment of assets in the relevant accounts - 30/06/1997
Section 79L - Distributions in kind - 30/06/1997
Section 79M - Consequences of unlawful distribution - 30/06/1997
Section 79N - Saving for provision in articles operative before the appointed day - 30/06/1997
Section 79O - Application to certain companies - 30/06/1997
Section 79P - Saving for other restraints on distribution - 30/06/1997
Section 80 - Registration of charges created by companies - 30/06/1997
Section 81 - Duty of company to register charges created by company - 30/06/1997
Section 82 - Duty of company to register charges existing on property acquired - 30/06/1997
Section 83 - Register of charges to be kept by Registrar - 13/02/2004
Section 84 - (Repealed 6 of 1984 s. 50) - 30/06/1997
Section 85 - Entries of satisfaction and release of property from charge - 13/02/2004
Section 86 - Extension of time for registration, and rectification of register of charges - 13/02/2004
Section 87 - Notice to Registrar of appointment of receiver or manager, or of mortgagee taking possession, etc. - 13/02/2004
Section 88 - Copies of instruments creating charges to be kept by company - 30/06/1997
Section 89 - Company's register of charges - 30/06/1997
Section 90 - Right to inspect copies of instruments creating mortgages and charges and company's register of charges - 30/06/1997
Section 91 - Application of Part III to company incorporated outside Hong Kong - 30/06/1997
Section 92 - Registered office of company - 13/02/2004
Section 93 - Publication of name of company - 09/06/2000
Section 94 - Adequacy of certain descriptions of companies - 30/06/1997
Section 95 - Register of members - 13/02/2004
Section 95A - Statement that company has only one member - 13/02/2004
Section 96 - Index of members of company - 30/06/1997
Section 97 - Provisions as to entries in register in relation to share warrants - 30/06/1997
Section 98 - Inspection of register of members - 30/06/1997
Section 98A - Consequences of failure to comply with requirements as to register owing to agent's default - 30/06/1997
Section 99 - Power to close register of members and register of debenture holders - 30/06/1997
Section 100 - Power of court to rectify register - 30/06/1997
Section 101 - Trusts not to be entered on register - 30/06/1997
Section 102 - Register to be evidence - 30/06/1997
Section 103 - Power of company to keep branch register - 13/02/2004
Section 104 - Regulations as to branch register - 30/06/1997
Section 105 - (Repealed 31 of 1981 s. 95) - 30/06/1997
Section 106 - Provisions as to branch registers of oversea companies kept in Hong Kong - 01/07/1997
Section 107 - Annual return to be made by company - 13/02/2004
Section 108 - (Repealed 3 of 1997 s. 31) - 30/06/1997
Section 109 - General provisions as to annual returns - 13/02/2004
Section 110 - Certificates to be sent by private company with annual return - 01/07/2000
Section 111 - Annual general meeting - 01/07/2000
Section 112 - (Repealed 6 of 1984 s. 74 ) - 30/06/1997
Section 113 - Convening of extraordinary general meeting on requisition - 01/07/2000
Section 114 - Length of notice for calling meetings - 11/11/1999
Section 114A - General provisions as to meetings and votes - 13/02/2004
Section 114AA - Quorum where company has only one member - 13/02/2004
Section 114B - Power of court to order meeting - 30/06/1997
Section 114C - Proxies - 30/06/1997
Section 114D - Right to demand a poll - 30/06/1997
Section 114E - Voting on a poll - 30/06/1997
Section 115 - Representation of companies at meetings of other companies and of creditors - 01/04/2003
Section 115A - Circulation of members' resolutions, etc. - 13/02/2004
Section 116 - Special resolutions - 30/06/1997
Section 116A - Restriction on alteration of articles to improve director's emoluments - 30/06/1997
Section 116B - Written resolutions of companies - 01/07/2000
Section 116BA - Duty to notify auditors of proposed written resolution - 01/07/2000
Section 116BB - Written resolutions: supplementary provisions - 01/07/2000
Section 116BC - Written record where company has only one member - 13/02/2004
Section 116C - Resolutions requiring special notice - 30/06/1997
Section 117 - Registration and copies of certain resolutions and agreements - 13/02/2004
Section 118 - Resolutions passed at adjourned meetings - 30/06/1997
Section 119 - Minutes of proceedings of meetings and directors - 30/06/1997
Section 119A - Place where minute book is to be kept and notice of change of place - 30/06/1997
Section 120 - Inspection of minute books - 30/06/1997
Section 121 - Keeping of books of account - 30/06/1997
Section 122 - Profit and loss account and balance sheet - 30/06/1997
Section 123 - General provisions as to contents and form of accounts - 01/12/2005
Section 124 - Obligation to lay group accounts before holding company - 30/06/1997
Section 125 - Form of group accounts - 30/06/1997
Section 126 - Contents of group accounts - 01/12/2005
Section 127 - Financial year of holding company and subsidiary - 01/12/2005
Section 128 - Particulars to be shown in company's accounts in relation to subsidiaries - 01/12/2005
Section 129 - Particulars to be shown in company's accounts in relation to companies not being subsidiaries whose shares it holds - 13/02/2004
Section 129A - Particulars to be shown in subsidiary company's accounts in relation to its ultimate parent undertaking - 01/12/2005
Section 129B - Signing of balance sheet - 13/02/2004
Section 129C - Accounts to be annexed, and auditors' report to be attached, to balance sheet - 04/01/2002
Section 129D - Directors' report to be attached to balance sheet - 01/12/2005
Section 129E - Directors' report to show, for items included under authority of proviso to section 141C corresponding amounts for preceding financial year - 30/06/1997
Section 129F - Penalization of failure by directors to secure compliance with requirements of sections 129D and 129E - 04/09/1998
Section 129G - Right to receive copies of balance sheets and directors' and auditors' reports - 04/01/2002
Section 130 - (Repealed 6 of 1983 s. 60) - 30/06/1997
Section 131 - Appointment and removal of auditors - 30/06/1997
Section 132 - Supplementary provisions relating to appointment and removal of auditors - 30/06/1997
Section 133 - Powers of auditors in relation to subsidiaries - 30/06/1997
Section 134 - False statements etc. to auditors - 30/06/1997
Section 135 - (Repealed 68 of 1972 s. 52) - 30/06/1997
Section 136 - (Repealed 68 of 1972 s. 52) - 30/06/1997
Section 137 - (Repealed 68 of 1972 s. 52) - 30/06/1997
Section 138 - (Repealed 68 of 1972 s. 52) - 30/06/1997
Section 139 - (Repealed 68 of 1972 s. 52) - 30/06/1997
Section 140 - Disqualifications for appointment as auditor - 01/12/2005
Section 140A - Resignation of auditor - 13/02/2004
Section 140B - Right of auditor who resigns to requisition meeting of company, etc. - 30/06/1997
Section 141 - Auditor's report and rights of access to books and to attend and be heard at meetings - 30/06/1997
Section 141A - (Repealed 30 of 1999 s. 9) - 11/11/1999
Section 141B - (Repealed 30 of 1999 s. 9) - 11/11/1999
Section 141C - Construction of references to documents annexed to accounts - 30/06/1997
Section 141CA - Restrictions on sending of summary financial reports of listed companies - 04/01/2002
Section 141CB - Circumstances where entitled persons are to be treated as having sent notices of intent to listed companies - 04/01/2002
Section 141CC - Restrictions on sending of summary financial reports, etc. of listed companies where there are "relevant dates" - 04/01/2002
Section 141CD - Duties of listed companies to comply with certain requests made by entitled persons - 04/01/2002
Section 141CE - Certain circumstances in which no summary financial reports shall be sent in place of relevant financial documents - 04/01/2002
Section 141CF - Form and contents, etc. of summary financial reports - 04/01/2002
Section 141CG - Prohibition orders against circulation, etc. of summary financial reports - 04/01/2002
Section 141CH - Circumstances in which listed companies may comply with section 129G by use of computer network - 04/01/2002
Section 141D - Power of shareholders of certain private companies to waive compliance with requirements as to accounts - 01/04/2003
Section 142 - Investigation of the affairs of a company on application of members - 30/06/1997
Section 143 - Investigation of the affairs of a company in other cases - 30/06/1997
Section 144 - Power of an inspector to investigate affairs of related company - 30/06/1997
Section 145 - Production of documents, and evidence, on investigation - 30/06/1997
Section 145A - Delegation of powers by inspector - 30/06/1997
Section 145B - Power of inspector to call for director's accounts - 13/02/2004
Section 146 - Inspector's report - 30/06/1997
Section 146A - Extension of Financial Secretary's powers of investigation to certain bodies incorporated outside Hong Kong - 30/06/1997
Section 147 - Proceedings on inspector's report - 15/07/2005
Section 148 - Expenses of investigation of the affairs of a company - 30/06/1997
Section 149 - Inspector's report to be evidence - 30/06/1997
Section 149A - (Repealed 72 of 1994 s. 5) - 30/06/1997