Companies Ordinance Cap 32

Circumstances in which company ceases to be or to enjoy privileges of a private company

Remarks

Adaptation amendments retroactively made - see 23 of 1999 s. 3

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(1) If a company, being a private company, alters its articles in such manner that they no longer include the provisions which, under section 29, are required to be included in the articles of a company in order to constitute it a private company, the company shall, as on the date of the alteration, cease to be a private company and shall, within a period of 14 days after the said date, deliver to the Registrar for registration a prospectus or a statement in lieu of prospectus in the form and containing the particulars set out in Part I of the Second 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.

(Amended 78 of 1972 s. 3)

(1A) Every statement in lieu of prospectus delivered under subsection (1) shall, where the persons making any report required by Part II of the Second Schedule have made therein or have, without giving the reasons, indicated therein any such adjustments as are mentioned in paragraph 5 of the Second Schedule, have endorsed thereon or attached thereto a written statement signed by those persons setting out the adjustments and giving the reasons therefor.  (Added 78 of 1972 s. 3)

(2) If default is made in complying with subsection (1) or (1A), the company and every officer of the company who is in default shall be liable to a default fine.  (Amended 78 of 1972 s. 3; 7 of 1990 s. 2)

(2A) 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.  (Added 78 of 1972 s.3. Amended 7 of 1990 s. 2)

(2B) 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.  (Added 78 of 1972 s. 3)

(2C) The Chief Executive in Council may by regulation amend the Second Schedule.  (Added 78 of 1972 s. 3. Amended 23 of 1999 s. 3)

(3) Where the articles of a company include the provisions aforesaid but default is made in complying with any of those provisions, the company shall cease to be entitled to the privileges and exemptions conferred on private companies under the provisions contained in sections 109(3) and 141D, and thereupon the said provisions shall apply to the company as if it were not a private company:  (Amended 6 of 1984 s. 18)

Provided that the court, on being satisfied that the failure to comply with the conditions was accidental or due to inadvertence or to some other sufficient cause, or that on other grounds it is just and equitable to grant relief, may, on the application of the company or any other person interested and on such terms and conditions as seem to the court just and expedient, order that the company be relieved from such consequences as aforesaid.

[cf. 1929 c. 23 s. 27 U.K.]

Section Num: 31     Version Date 13/02/2004

(Repealed 28 of 2003 s. 12)

(Subheading repealed 28 of 2003 s. 11)