Companies Ordinance Cap 32

Section Num: 4     Version Date 13/02/2004

Mode of forming incorporated company

PART I

INCORPORATION OF COMPANIES AND MATTERS

INCIDENTAL THERETO

Memorandum of Association

(1) Any one or more persons may, for any lawful purpose, by subscribing his or their name or names to a memorandum of association (which must be printed in the English or Chinese language) and otherwise complying with the requirements of this Ordinance in respect of registration, form an incorporated company, with or without limited liability.  (Amended 6 of 1984 s. 4; 83 of 1995 s. 2; 28 of 2003 s. 4)

(2) Such a company may be either-

(a) a company having, or deemed by virtue of subsection (3) to have, the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them (in this Ordinance termed a company limited by shares); or  (Amended 6 of 1984 s. 4)

(b) a company having the liability of its members limited by the memorandum to such amount as the members may respectively thereby undertake to contribute to the assets of the company in the event of its being wound up (in this Ordinance termed a company limited by guarantee);

or

(c) a company not having any limit on the liability of its members (in this Ordinance termed an unlimited company).

(3) A company whose memorandum contains a condition in accordance with the fourth paragraph of the form set out in Table B in the First Schedule shall be deemed to be, and, in the case of such a company registered at the commencement* of the Companies (Amendment) Ordinance 1984 (6 of 1984), always to have been, a company having the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them.  (Added 6 of 1984 s. 4)

(4) With effect from the commencement** of section 4(2) of the Companies (Amendment) Ordinance 2003 (28 of 2003), a company cannot be formed as, or become, a company limited by guarantee with a share capital.  (Added 28 of 2003 s. 4)

[cf. 1929 c. 23 s. 1 U.K.]

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Note:

* Commencement date: 31 August 1984.

** Commencement date: 13 February 2004.