Companies Ordinance Cap 32

Section Num: 45   Version Date 13/02/2004

Return as to allotments

(1) Whenever a company limited by shares or a company limited by guarantee and having a share capital makes any allotment of its shares, the company shall within 1 month thereafter deliver to the Registrar for registration-  (Amended 28 of 2003 s. 13)

(a) a return of the allotments in the specified form, in English or Chinese, stating the number and nominal amount of the shares comprised in the allotment, the names and addresses of the allottees, and the amount, if any, paid or due and payable on each share whether on account of the nominal value of the share or by way of premium; and  (Replaced 6 of 1984 s. 24. Amended 83 of 1995 s. 8; 3 of 1997 s. 11)

(b) in the case of shares allotted as fully or partly paid up otherwise than in cash, or allotted in consideration of a premium paid or payable wholly or partly otherwise than in cash, a copy of a contract in writing constituting the title of the allottee to the allotment together with a copy of any contract for sale, or for services or other consideration in respect of which that allotment was made, such copies being duly certified by an officer of the company to be true copies, and a return stating the number and nominal amount of shares so allotted, the extent to which they are to be treated as paid up, the extent to which premium paid or payable wholly or partly otherwise than in cash is to be treated as paid, and the consideration for which they have been allotted.

(Replaced 80 of 1975 s. 2. Amended 28 of 2003 s. 13)

(1A) Notwithstanding subsection (1)-

(a) where shares are allotted credited as fully or partly paid up otherwise than in cash in pursuance of a scheme of arrangement under section 166, the delivery to the Registrar under that section of an office copy of the order of the court sanctioning the scheme shall be a sufficient compliance with the requirements of subsection (1)(b);

(b) where shares are allotted credited as fully paid up on a capitalization, the delivery by the company to the Registrar of a copy of the resolution authorizing the allotment shall be a sufficient compliance with the requirements of subsection (1)(b).  (Added 6 of 1984 s. 24)

(2) Where such a contract as mentioned in subsection (1)(b) is not reduced to writing, the company shall within 1 month after the allotment deliver to the Registrar for registration a return in the specified form containing the particulars of the contract specified in that subsection.

(Replaced 28 of 2003 s. 13)

(3) If default is made in complying with this section, the company and every officer of the company who is in default shall be liable to a default fine and, for continued default, to a daily default fine:

(Amended 6 of 1984 s. 24; 7 of 1990 s. 2) Provided that, in case of default in delivering to the Registrar any document within 1 month after the allotment any document required to be delivered by this section, the company, or any person liable for the default, may apply to the court for relief, and the court, if satisfied that the omission to deliver the document was accidental or due to inadvertence or that it is just and equitable to grant relief, may make an order extending the time for the delivery of the document for such period as the court may think proper.  (Amended 28 of 2003 s. 13)

[cf. 1929 c. 23 s. 42 U.K.]