Chapter Number and Title of Enactment

Chapter:

32Title:COMPANIES ORDINANCE
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: If this pencil mark appears at the beginning of a provision, that provision is subject to amendments that are already in operation but have not yet been incorporated in its text.

Table of contents of enactment:
Cap 32 Long title
Cap 32 s 1Short title
Cap 32 s 2Interpretation
Cap 32 s 2ARegistrar to specify forms
Cap 32 s 2BConstruction of references to parent company, etc.
Cap 32 s 3(Repealed 6 of 1984 s. 3)
Cap 32 Part IINCORPORATION OF COMPANIES AND MATTERS INCIDENTAL THERETO
Cap 32 s 4Mode of forming incorporated company
Cap 32 s 5Requirements with respect to memorandum
Cap 32 s 5APowers of a company
Cap 32 s 5BPower limited by memorandum, etc.
Cap 32 s 5CExclusion of deemed notice
Cap 32 s 6Signature of memorandum
Cap 32 s 7Restriction on alteration of memorandum
Cap 32 s 8Mode in which and extent to which objects may be altered
Cap 32 s 9Articles prescribing regulations for companies
Cap 32 s 10Regulations required in case of unlimited company or company limited by guarantee
Cap 32 s 11Adoption and application of Table A
Cap 32 s 12Printing and signature of articles
Cap 32 s 13Alteration of articles by special resolution
Cap 32 s 14Statutory forms of memorandum and articles
Cap 32 s 14AIncorporation form
Cap 32 s 15Delivery and registration of incorporation form, memorandum and articles
Cap 32 s 16Effect of registration
Cap 32 s 17Power of company to hold lands
Cap 32 s 18Conclusiveness of certificate of incorporation
Cap 32 s 18ADelivery of consent of director
Cap 32 s 19Unlimited companies may be re-registered as limited
Cap 32 s 20Restriction on registration of companies by certain names
Cap 32 s 20A(Repealed 60 of 1990 s. 4)
Cap 32 s 21Power to dispense with certain words in name of charitable and other companies
Cap 32 s 22Change of name
Cap 32 s 22APower of Registrar to require company to change misleading or offensive name, etc.*
Cap 32 s 22AAPower of Registrar to replace company name in case of failure to comply with direction
Cap 32 s 22BSpecification of names by Chief Executive
Cap 32 s 22CRegistrar's index of company names
Cap 32 s 23Effect of memorandum and articles
Cap 32 s 24Provision as to memorandum and articles of companies limited by guarantee
Cap 32 s 25Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent
Cap 32 s 25APower to alter conditions in memorandum which could have been contained in articles
Cap 32 s 26Copies of memorandum and articles to be given to members
Cap 32 s 27Issued copies of memorandum to embody alterations
Cap 32 s 28Definition of member
Cap 32 s 28AMembership of holding company
Cap 32 s 29Meaning of private company
Cap 32 s 30Circumstances in which company ceases to be or to enjoy privileges of a private company
Cap 32 s 31(Repealed 28 of 2003 s. 12)
Cap 32 s 32Form of contracts
Cap 32 s 32APre-incorporation contracts
Cap 32 s 33Bills of exchange and promissory notes
Cap 32 s 34Execution of deeds abroad
Cap 32 s 35Power for company to have official seal for use abroad
Cap 32 s 36Authentication of documents
Cap 32 Part IIShare Capital and Debentures
Cap 32 s 37Dating of prospectus
Cap 32 s 38Specific requirements as to particulars in prospectus
Cap 32 s 38AExemption of certain persons and prospectuses from compliance with certain requirements
Cap 32 s 38AAExemption for structured products
Cap 32 s 38BAdvertisements concerning prospectuses
Cap 32 s 38BACommission may publish guidelines relating to publications falling within section 38B(2)
Cap 32 s 38CExpert's consent to issue of prospectus containing statement by him
Cap 32 s 38DRegistration of prospectus
Cap 32 s 39(Repealed 6 of 1984 s. 23)
Cap 32 s 39AAmendment of prospectus consisting of one document
Cap 32 s 39BProspectus may consist of more than one document, etc.
Cap 32 s 39CSubmission of certified copies
Cap 32 s 40Civil liability for misstatements in prospectus
Cap 32 s 40ACriminal liability for misstatements in prospectus
Cap 32 s 40BRight to damages and compensation not affected
Cap 32 s 41Document containing offer of shares or debentures for sale to be deemed prospectus
Cap 32 s 41AInterpretation of provisions relating to prospectuses
Cap 32 s 42Prohibition of allotment unless minimum subscription received
Cap 32 s 43Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to Registrar
Cap 32 s 44Effect of irregular allotment
Cap 32 s 44AApplications for, and allotment of, shares and debentures
Cap 32 s 44BAllotment of shares and debentures to be listed on stock exchange
Cap 32 s 45Return as to allotments
Cap 32 s 46Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, &c.
Cap 32 s 47(Repealed 80 of 1974 s. 3)
Cap 32 s 47AFinancial assistance generally prohibited
Cap 32 s 47BDefinitions
Cap 32 s 47CTransactions not prohibited by section 47A
Cap 32 s 47DSpecial restriction for listed companies
Cap 32 s 47ERelaxation of section 47A for unlisted companies
Cap 32 s 47FDirectors' statement under section 47E
Cap 32 s 47GSpecial resolution under section 47E
Cap 32 s 48Time for giving financial assistance under section 47E
Cap 32 s 48AConstruction of references to offering shares or debentures to the public
Cap 32 s 48BApplication of premiums received on issue of shares
Cap 32 s 48CMerger relief
Cap 32 s 48DRelief in respect of group reconstructions
Cap 32 s 48EProvisions supplementary to sections 48C and 48D
Cap 32 s 48FProvision for extending or restricting relief from section 48B
Cap 32 s 49Power to issue redeemable shares
Cap 32 s 49AFinancing etc. of redemption
Cap 32 s 49BPower of company to purchase own shares
Cap 32 s 49BARequirements for listed company to purchase own shares
Cap 32 s 49CPayments apart from purchase price to be made out of distributable profits
Cap 32 s 49DAuthority for purchase by unlisted company
Cap 32 s 49EAuthority for contingent purchase contract
Cap 32 s 49FAssignment or release of company's right to purchase own shares
Cap 32 s 49GDisclosure by company of purchase of own shares
Cap 32 s 49HThe capital redemption reserve
Cap 32 s 49IPower of private companies to redeem or purchase own shares out of capital
Cap 32 s 49JAvailability of profits for purposes of section 49I
Cap 32 s 49KConditions for payment out of capital
Cap 32 s 49LProcedure for special resolution under section 49K
Cap 32 s 49MPublicity for proposed payment out of capital
Cap 32 s 49NObjections by company's members or creditors
Cap 32 s 49OPowers of court on application under section 49N
Cap 32 s 49PEffect of company's failure to redeem or purchase
Cap 32 s 49QPower for Chief Executive in Council to modify certain sections
Cap 32 s 49RTransitional cases arising under sections 49 to 49S; and savings
Cap 32 s 49SDefinitions for sections 49 to 49R
Cap 32 s 50Power to issue shares at a discount
Cap 32 s 51Power of company to arrange for different amounts being paid on shares
Cap 32 s 52Reserve liability of limited company
Cap 32 s 53Power of company limited by shares to alter its share capital
Cap 32 s 54Notice to Registrar of consolidation of share capital, conversion of shares into stock, &c.
Cap 32 s 55Notice of increase of capital
Cap 32 s 56Power of unlimited company to provide for reserve share capital on re-registration
Cap 32 s 57Power of company to pay interest out of capital in certain cases
Cap 32 s 57ANon voting shares and shares with different voting rights
Cap 32 s 57BApproval of company required for allotment of shares by directors
Cap 32 s 57CValidation of shares improperly issued
Cap 32 s 58Special resolution for reduction of share capital
Cap 32 s 59Application to court for confirming order, objections by creditors and settlement of list of objecting creditors
Cap 32 s 60Order confirming reduction and powers of court on making such order
Cap 32 s 61Registration of order and minute of reduction
Cap 32 s 61ARegistration of special resolution, minute and statement where court confirmation is not required
Cap 32 s 62Liability of members in respect of reduced shares
Cap 32 s 63Penalty for concealing name of creditor
Cap 32 s 63AVariation of rights attached to special classes of shares
Cap 32 s 64Rights of holders of special classes of shares
Cap 32 s 64ADocuments relating to rights of holders of special classes of shares to be filed with Registrar
Cap 32 s 65Nature of shares
Cap 32 s 65ANumbering of shares
Cap 32 s 66Transfer not to be registered except on production of instrument of transfer
Cap 32 s 67Transfer by personal representative
Cap 32 s 68Registration of transfer at request of transferor
Cap 32 s 69Notice of refusal to register transfer
Cap 32 s 69ACertification of transfers
Cap 32 s 70Duties of company with respect to issue of certificates
Cap 32 s 71Certificate to be evidence of title
Cap 32 s 71AProcedure for replacement of lost certificate
Cap 32 s 72Evidence of grant of probate
Cap 32 s 73Issue and effect of share warrants to bearer
Cap 32 s 73AOfficial seals for sealing share certificates etc.
Cap 32 s 74Power to make compensation for losses from forged transfers
Cap 32 s 74ACompany's register of debenture holders
Cap 32 s 74BConstruction of provision of instrument relating to form of register of debenture holders
Cap 32 s 75Rights of inspection of register of debenture holders and to copies of register and trust deed or other document
Cap 32 s 75AMeetings of debenture holders
Cap 32 s 75BLiability of trustees for debenture holders
Cap 32 s 76Perpetual debentures
Cap 32 s 77Power to re-issue redeemed debentures on certain cases
Cap 32 s 78Specific performance of contracts to subscribe for debentures
Cap 32 s 79Payment of certain debts out of assets subject to floating charge in priority to claims under the charge
Cap 32 Part IIADISTRIBUTION OF PROFITS AND ASSETS
Cap 32 s 79AInterpretation
Cap 32 s 79BCertain distributions prohibited
Cap 32 s 79CRestriction on distribution of assets
Cap 32 s 79DExemption of certain companies
Cap 32 s 79ERealised profits of insurance company with long term business
Cap 32 s 79FDistribution to be justified by reference to company's accounts
Cap 32 s 79GRequirement for last annual accounts
Cap 32 s 79HRequirement for interim accounts
Cap 32 s 79IRequirements for initial accounts
Cap 32 s 79JMethod of applying section 79F to successive distributions
Cap 32 s 79KTreatment of assets in the relevant accounts
Cap 32 s 79LDistributions in kind
Cap 32 s 79MConsequences of unlawful distribution
Cap 32 s 79NSaving for provision in articles operative before the appointed day
Cap 32 s 79OApplication to certain companies
Cap 32 s 79PSaving for other restraints on distribution
Cap 32 Part IIIREGISTRATION OF CHARGES
Cap 32 s 80Registration of charges created by companies
Cap 32 s 81Duty of company to register charges created by company
Cap 32 s 82Duty of company to register charges existing on property acquired
Cap 32 s 83Register of charges to be kept by Registrar
Cap 32 s 84(Repealed 6 of 1984 s. 50)
Cap 32 s 85Entries of satisfaction and release of property from charge
Cap 32 s 86Extension of time for registration, and rectification of register of charges
Cap 32 s 87Notice to Registrar of appointment of receiver or manager, or of mortgagee taking possession, etc.
Cap 32 s 88Copies of instruments creating charges to be kept by company
Cap 32 s 89Company's register of charges
Cap 32 s 90Right to inspect copies of instruments creating mortgages and charges and company's register of charges
Cap 32 s 91Application of Part III to non-Hong Kong companies
Cap 32 Part IVMANAGEMENT AND ADMINISTRATION
Cap 32 s 92Registered office of company
Cap 32 s 93Publication of name of company
Cap 32 s 94Adequacy of certain descriptions of companies
Cap 32 s 95Register of members
Cap 32 s 95AStatement that company has only one member
Cap 32 s 96Index of members of company
Cap 32 s 97Provisions as to entries in register in relation to share warrants
Cap 32 s 98Inspection of register of members
Cap 32 s 98AConsequences of failure to comply with requirements as to register owing to agent's default
Cap 32 s 99Power to close register of members and register of debenture holders
Cap 32 s 100Power of court to rectify register
Cap 32 s 101Trusts not to be entered on register
Cap 32 s 102Register to be proof*
Cap 32 s 103Power of company to keep branch register
Cap 32 s 104Regulations as to branch register
Cap 32 s 105(Repealed 31 of 1981 s. 95)
Cap 32 s 106Provisions as to branch registers of oversea companies kept in Hong Kong
Cap 32 s 107Annual return to be made by company
Cap 32 s 108(Repealed 3 of 1997 s. 31)
Cap 32 s 109General provisions as to annual returns
Cap 32 s 110Certificates to be sent by private company with annual return
Cap 32 s 111Annual general meeting
Cap 32 s 112(Repealed 6 of 1984 s. 74 )
Cap 32 s 113Convening of extraordinary general meeting on requisition
Cap 32 s 114Length of notice for calling meetings
Cap 32 s 114AGeneral provisions as to meetings and votes
Cap 32 s 114AAQuorum where company has only one member
Cap 32 s 114BPower of court to order meeting
Cap 32 s 114CProxies
Cap 32 s 114DRight to demand a poll
Cap 32 s 114EVoting on a poll
Cap 32 s 115Representation of companies at meetings of other companies and of creditors
Cap 32 s 115ACirculation of members' resolutions, etc.
Cap 32 s 116Special resolutions
Cap 32 s 116ARestriction on alteration of articles to improve director's emoluments
Cap 32 s 116BWritten resolutions of companies
Cap 32 s 116BADuty to notify auditors of proposed written resolution
Cap 32 s 116BBWritten resolutions: supplementary provisions
Cap 32 s 116BCWritten record where company has only one member
Cap 32 s 116CResolutions requiring special notice
Cap 32 s 117Registration and copies of certain resolutions and agreements
Cap 32 s 118Resolutions passed at adjourned meetings
Cap 32 s 119Minutes of proceedings of meetings and directors
Cap 32 s 119APlace where minute book is to be kept and notice of change of place
Cap 32 s 120Inspection of minute books
Cap 32 s 121Keeping of books of account
Cap 32 s 122Profit and loss account and balance sheet
Cap 32 s 123General provisions as to contents and form of accounts
Cap 32 s 124Obligation to lay group accounts before holding company
Cap 32 s 125Form of group accounts
Cap 32 s 126Contents of group accounts
Cap 32 s 127Financial year of holding company and subsidiary
Cap 32 s 128Particulars to be shown in company's accounts in relation to subsidiaries
Cap 32 s 129Particulars to be shown in company's accounts in relation to companies not being subsidiaries whose shares it holds
Cap 32 s 129AParticulars to be shown in subsidiary company's accounts in relation to its ultimate parent undertaking
Cap 32 s 129BSigning of balance sheet
Cap 32 s 129CAccounts to be annexed, and auditors' report to be attached, to balance sheet
Cap 32 s 129DDirectors' report to be attached to balance sheet
Cap 32 s 129EDirectors' report to show, for items included under authority of proviso to section 141C corresponding amounts for preceding financial year
Cap 32 s 129FPenalization of failure by directors to secure compliance with requirements of sections 129D and 129E
Cap 32 s 129GRight to receive copies of balance sheets and directors' and auditors' reports
Cap 32 s 130(Repealed 6 of 1983 s. 60)
Cap 32 s 131Appointment and removal of auditors
Cap 32 s 132Supplementary provisions relating to appointment and removal of auditors
Cap 32 s 133Powers of auditors in relation to subsidiaries
Cap 32 s 134False statements etc. to auditors
Cap 32 s 135(Repealed 68 of 1972 s. 52)
Cap 32 s 136(Repealed 68 of 1972 s. 52)
Cap 32 s 137(Repealed 68 of 1972 s. 52)
Cap 32 s 138(Repealed 68 of 1972 s. 52)
Cap 32 s 139(Repealed 68 of 1972 s. 52)
Cap 32 s 140Disqualifications for appointment as auditor
Cap 32 s 140AResignation of auditor
Cap 32 s 140BRight of auditor who resigns to requisition meeting of company, etc.
Cap 32 s 141Auditor's report and rights of access to books and to attend and be heard at meetings
Cap 32 s 141A(Repealed 30 of 1999 s. 9)
Cap 32 s 141B(Repealed 30 of 1999 s. 9)
Cap 32 s 141CConstruction of references to documents annexed to accounts
Cap 32 s 141CARestrictions on sending of summary financial reports of listed companies
Cap 32 s 141CBCircumstances where entitled persons are to be treated as having sent notices of intent to listed companies
Cap 32 s 141CCRestrictions on sending of summary financial reports, etc. of listed companies where there are "relevant dates"
Cap 32 s 141CDDuties of listed companies to comply with certain requests made by entitled persons
Cap 32 s 141CECertain circumstances in which no summary financial reports shall be sent in place of relevant financial documents
Cap 32 s 141CFForm and contents, etc. of summary financial reports
Cap 32 s 141CGProhibition orders against circulation, etc. of summary financial reports
Cap 32 s 141CH(Repealed 12 of 2010 s. 34)
Cap 32 s 141DPower of shareholders of certain private companies to waive compliance with requirements as to accounts
Cap 32 s 141EVoluntary revision of accounts, summary financial reports or directors' reports
Cap 32 s 142Investigation of the affairs of a company on application of members
Cap 32 s 143Investigation of the affairs of a company in other cases
Cap 32 s 144Power of an inspector to investigate affairs of related company
Cap 32 s 145Production of documents, and evidence, on investigation
Cap 32 s 145ADelegation of powers by inspector
Cap 32 s 145BPower of inspector to call for director's accounts
Cap 32 s 146Inspector's report
Cap 32 s 146AExtension of Financial Secretary's powers of investigation to certain bodies incorporated outside Hong Kong
Cap 32 s 147Proceedings on inspector's report
Cap 32 s 148Expenses of investigation of the affairs of a company
Cap 32 s 149Inspector's report to be evidence
Cap 32 s 149A(Repealed 72 of 1994 s. 5)
Cap 32 s 150Saving for solicitors and bankers
Cap 32 s 151Notice to Registrar
Cap 32 s 152Power of company to appoint inspector
Cap 32 s 152APower of Financial Secretary to require production of documents
Cap 32 s 152BEntry and search of premises
Cap 32 s 152CProvision for security of information
Cap 32 s 152DPenalization of destruction, mutilation, etc. of company documents
Cap 32 s 152EPenalization of furnishing false information under section 152A
Cap 32 s 152FSaving for solicitors and bankers
Cap 32 s 152FAOrder for inspection
Cap 32 s 152FBAncillary orders
Cap 32 s 152FCDisclosure or use of information or document obtained as a result of inspection
Cap 32 s 152FDLegal professional privilege
Cap 32 s 152FEProtection of personal data
Cap 32 s 153Directors of companies other than private companies
Cap 32 s 153ADirectors of private companies
Cap 32 s 153BDirectors vicariously liable for acts of alternates, etc.
Cap 32 s 153CWritten record of decision of sole director of private company
Cap 32 s 154Secretary
Cap 32 s 154ARestriction on body corporate being director
Cap 32 s 154BAvoidance of acts done by person in dual capacity as director and secretary
Cap 32 s 155Qualification of director
Cap 32 s 155AApproval of company required for disposal by directors of company's fixed assets
Cap 32 s 155BNotices of resolutions to contain explanation of their effect and particulars of relevant interests of directors
Cap 32 s 155CDirectors' duty to shareholders regarding prospectus or statement in lieu
Cap 32 s 156Provisions as to undischarged bankrupts acting as directors
Cap 32 s 157Validity of acts of directors
Cap 32 s 157AAppointment of directors to be voted on individually
Cap 32 s 157BRemoval of directors
Cap 32 s 157CMinimum age limit for directors
Cap 32 s 157DResignation of director or secretary
Cap 32 s 157E(Repealed 30 of 1994 s. 3)
Cap 32 s 157F(Repealed 30 of 1994 s. 3)
Cap 32 s 157G(Repealed 75 of 1993 s. 10)
Cap 32 s 157HProhibition of loans, etc., to directors and other persons
Cap 32 s 157HAExcepted transactions
Cap 32 s 157ICivil consequences of transactions contravening section 157H
Cap 32 s 157JCriminal penalties for contravention of section 157H
Cap 32 s 158Register of directors and secretaries
Cap 32 s 158APlace where register of directors and secretaries is kept
Cap 32 s 158BDuty to make disclosure for purposes of section 158
Cap 32 s 158CRegistrar to keep an index of directors
Cap 32 s 159Limited company may have directors with unlimited liability
Cap 32 s 160Special resolution of limited company making liability of directors unlimited
Cap 32 s 161Particulars in accounts of directors' emoluments, pensions, etc.
Cap 32 s 161AStatements annexed to accounts showing certain items to include corresponding amounts for preceding financial year
Cap 32 s 161BParticulars in accounts of loans to officers, etc.
Cap 32 s 161BAFurther provisions relating to loans to officers, etc. of authorized financial institutions
Cap 32 s 161BBFurther provisions relating to quasi-loans and credit transactions, etc.
Cap 32 s 161CGeneral duty to make disclosure for purposes of sections 161 and 161B
Cap 32 s 162Disclosure by directors of material interests in contracts
Cap 32 s 162ASpecial provision relating to management contracts
Cap 32 s 162BContracts with sole member who is also a director
Cap 32 s 163Approval of company requisite for payment by it to director or past director for loss of office etc.
Cap 32 s 163AApproval of company requisite for any payment, in connexion with transfer of its property, to director or past director for loss of office etc.
Cap 32 s 163BDuty of director or past director to disclose payment for loss of office, etc., made in connexion with transfer of shares in company
Cap 32 s 163CApproval of company requisite for payment of damages or pension to director or past director in certain cases
Cap 32 s 163DProvisions supplementary to sections 163, 163A, 163B and 163C
Cap 32 s 164Provisions as to assignment of office by directors
Cap 32 s 165Provisions as to liability of officers and auditors
Cap 32 s 166Power to compromise with creditors and members
Cap 32 s 166AInformation as to compromises with creditors and members
Cap 32 s 167Provisions for facilitating reconstruction and amalgamation of companies
Cap 32 s 168Rights of company and minority shareholders in case of successful take-over offer
Cap 32 s 168AAlternative remedy to winding up in cases of unfair prejudice
Cap 32 s 168BRights of company and minority shareholders in case of successful buy out by share repurchase
Cap 32 Part IVAAACOMMUNICATIONS BY COMPANY TO ANOTHER PERSON (OTHER THAN REGISTRAR)
Cap 32 s 168BAAInterpretation
Cap 32 s 168BABMinimum period specified for purposes of sections 168BAG(4) and 168BAH(6)
Cap 32 s 168BACPeriod specified for purposes of sections 168BAG(7)(a) and 168BAH(10)(b)
Cap 32 s 168BADTime specified for purposes of sections 168BAF(5)(a) and 168BAG(7)(b)
Cap 32 s 168BAEAddress specified for purposes of sections 168BAF(2)(b) and 168BAG(3)(b)(iii)
Cap 32 s 168BAFCommunication in hard copy form
Cap 32 s 168BAGCommunication in electronic form
Cap 32 s 168BAHCommunication by means of website
Cap 32 s 168BAIMember or debenture holder may require hard copy
Cap 32 Part IVAASTATUTORY DERIVATIVE ACTION
Cap 32 s 168BADefinition
Cap 32 s 168BBApplication
Cap 32 s 168BCBringing or intervening in proceedings on behalf of specified corporation*
Cap 32 s 168BDService of written notice
Cap 32 s 168BECourtˇ¦s power relating to proceedings brought or intervened in on behalf of specified corporation under common law*
Cap 32 s 168BFEffect of approval or ratification
Cap 32 s 168BGGeneral powers of court
Cap 32 s 168BHProtection of personal data
Cap 32 s 168BIPower of court to make orders about costs
Cap 32 s 168BJDiscontinuance or settlement
Cap 32 s 168BKRules of court
Cap 32 Part IVADISQUALIFICATION OF DIRECTORS
Cap 32 s 168CInterpretation
Cap 32 s 168DDisqualification orders: general
Cap 32 s 168EDisqualification on conviction of indictable offence
Cap 32 s 168FDisqualification for persistent breaches of Ordinance
Cap 32 s 168GDisqualification for fraud, etc., in winding up
Cap 32 s 168HDuty of court to disqualify unfit directors of insolvent companies
Cap 32 s 168IApplications to court under section 168H: reporting provisions
Cap 32 s 168IAPower to order public examination
Cap 32 s 168JDisqualification after investigation of company
Cap 32 s 168KMatters for determining unfitness of directors
Cap 32 s 168LFraudulent trading
Cap 32 s 168MCriminal penalties
Cap 32 s 168NOffences by body corporate
Cap 32 s 168OPersonal liability for company's debts where person acts while disqualified
Cap 32 s 168PApplication for disqualification order
Cap 32 s 168QApplication for leave under an order
Cap 32 s 168RRegister of disqualification orders
Cap 32 s 168SRegulations
Cap 32 s 168TTransitional
Cap 32 Part VWinding Up
Cap 32 s 169Modes of winding up
Cap 32 s 170Liability as contributories of present and past members
Cap 32 s 171Definition of contributory
Cap 32 s 172Nature of liability of contributory
Cap 32 s 173Contributories in case of death of member
Cap 32 s 174Contributories in case of bankruptcy of member
Cap 32 s 175(Repealed 27 of 1971 s. 15)
Cap 32 s 176Jurisdiction to wind up companies
Cap 32 s 177Circumstances in which company may be wound up by court
Cap 32 s 178Definition of inability to pay debts
Cap 32 s 179Provisions as to applications for winding up
Cap 32 s 179AAppearance of Official Receiver
Cap 32 s 180Powers of court on hearing petition
Cap 32 s 180AHearing of unopposed petition by Registrar of High Court
Cap 32 s 181Power to stay or restrain proceedings against company
Cap 32 s 182Avoidance of dispositions of property, &c. after commencement of winding up
Cap 32 s 183Avoidance of attachments, &c.
Cap 32 s 184Commencement of winding up by the court
Cap 32 s 185Copy of order to be delivered to Registrar
Cap 32 s 186Actions stayed on winding-up order
Cap 32 s 187Effect of winding-up order
Cap 32 s 188(Repealed 30 of 1999 s. 15)
Cap 32 s 189(Repealed 6 of 1984 s. 136)
Cap 32 s 190Statement of company's affairs to be submitted to provisional liquidator or liquidator
Cap 32 s 191Report by Official Receiver or liquidator
Cap 32 s 192Power of court to appoint liquidators
Cap 32 s 193Appointment and powers of provisional liquidator
Cap 32 s 194Appointment, style, etc. of liquidators
Cap 32 s 195Provisions where person other than Official Receiver is appointed liquidator
Cap 32 s 196General provisions as to liquidators
Cap 32 s 197Custody of company's property
Cap 32 s 198Vesting of property of company in liquidator
Cap 32 s 199Powers of liquidator
Cap 32 s 200Exercise and control of liquidator's powers
Cap 32 s 201Books to be kept by liquidator
Cap 32 s 202Payments of liquidator into bank or Treasury
Cap 32 s 203Audit of liquidator's accounts
Cap 32 s 204Control of Official Receiver over liquidators
Cap 32 s 205Release of liquidators
Cap 32 s 206Meetings of creditors and contributories to determine whether committee of inspection shall be appointed
Cap 32 s 207Constitution and proceedings of committee of inspection
Cap 32 s 208Powers of court where no committee of inspection
Cap 32 s 209Power to stay winding up
Cap 32 s 209APower of court to order winding up to be conducted as creditors' voluntary winding up
Cap 32 s 209BConsequences of an order under section 209A
Cap 32 s 209CTransitional
Cap 32 s 210Settlement of list of contributories and application of assets
Cap 32 s 211Delivery of property to liquidator
Cap 32 s 212Payment of debts due by contributory to company and extent to which set-off allowed
Cap 32 s 213Power of court to make calls
Cap 32 s 214Payment into bank of moneys due to company
Cap 32 s 215Order on contributory conclusive evidence
Cap 32 s 216Appointment of special manager
Cap 32 s 217Exclusion of creditors not proving in time
Cap 32 s 218Adjustment of rights of contributories
Cap 32 s 219Inspection of books by creditors and contributories
Cap 32 s 220Power to order costs of winding up to be paid out of assets
Cap 32 s 221Power to summon persons suspected of having property of company
Cap 32 s 222Power to order public examination of promoters, directors, etc.
Cap 32 s 222AJurisdiction of Registrar
Cap 32 s 223(Repealed 6 of 1984 s. 154)
Cap 32 s 224Power to arrest absconding contributory or officer
Cap 32 s 225Powers of court cumulative
Cap 32 s 226Delegation to liquidator of certain powers of court
Cap 32 s 226ADissolution of company otherwise than by order of court
Cap 32 s 227Dissolution of company by order of court
Cap 32 s 227ACourt may make a regulating order
Cap 32 s 227BAppointment of liquidator and committee of inspection
Cap 32 s 227CInforming creditors and contributories and ascertaining their wishes and directions
Cap 32 s 227DCompromises and arrangements with creditors
Cap 32 s 227EProof of debts
Cap 32 s 227FApplication of Ordinance to small winding up
Cap 32 s 228Circumstances in which company may be wound up voluntarily
Cap 32 s 228ASpecial procedure for voluntary winding up of company in case of inability to continue its business
Cap 32 s 229Notice of resolution to wind up voluntarily
Cap 32 s 230Commencement of voluntary winding up
Cap 32 s 231Effect of voluntary winding up on business and status of company
Cap 32 s 232Avoidance of transfers, &c., after commencement of voluntary winding up
Cap 32 s 233Certificate of solvency in case of proposal to wind up voluntarily
Cap 32 s 234Provisions applicable to members' winding up
Cap 32 s 235Power of company to appoint and fix remuneration of liquidators
Cap 32 s 235APower to remove liquidator
Cap 32 s 236Power to fill vacancy in office of liquidators
Cap 32 s 237Power of liquidator to accept shares, &c. as consideration for sale of property of company
Cap 32 s 237ADuty of liquidator to call creditors' meeting in case of insolvency
Cap 32 s 238Duty of liquidator to call general meeting at end of each year
Cap 32 s 239Final meeting and dissolution
Cap 32 s 239AAlternative provisions as to annual and final meetings in case of insolvency
Cap 32 s 240Provisions applicable to creditors' winding up
Cap 32 s 241Meeting of creditors
Cap 32 s 242Appointment of liquidator
Cap 32 s 243Appointment of committee of inspection
Cap 32 s 244Fixing of liquidators' remuneration and cesser of directors' powers
Cap 32 s 245Power to fill vacancy in office of liquidator
Cap 32 s 246Application of section 237 to a creditors' voluntary winding up
Cap 32 s 247Duty of liquidator to call meetings of company and of creditors at end of each year
Cap 32 s 248Final meeting and dissolution
Cap 32 s 249Provisions applicable to every voluntary winding up
Cap 32 s 250Distribution of property of company
Cap 32 s 251Powers and duties of liquidator in voluntary winding up
Cap 32 s 252Court may appoint and remove liquidator in voluntary winding up
Cap 32 s 253Notice by liquidator of his appointment or ceasing to act
Cap 32 s 254Arrangement, when binding on creditors
Cap 32 s 255Power to apply to court to have questions determined or powers exercised
Cap 32 s 255AAudit of liquidator's accounts in voluntary winding up
Cap 32 s 256Costs of voluntary winding up
Cap 32 s 257Saving for rights of creditors and contributories
Cap 32 s 258(Repealed 6 of 1984 s. 179)
Cap 32 s 259(Repealed 6 of 1984 s. 179)
Cap 32 s 260(Repealed 6 of 1984 s. 179)
Cap 32 s 261(Repealed 6 of 1984 s. 179)
Cap 32 s 262(Repealed 6 of 1984 s. 179)
Cap 32 s 263Debts of all descriptions to be proved
Cap 32 s 264Application of bankruptcy rules in winding up of insolvent companies
Cap 32 s 264AInterest on debts
Cap 32 s 264BExtortionate credit transactions
Cap 32 s 265Preferential payments
Cap 32 s 266Fraudulent preference
Cap 32 s 266ALiabilities and rights of certain fraudulently preferred persons
Cap 32 s 266BFraudulent preference deemed to be an unfair preference
Cap 32 s 267Effect of floating charge
Cap 32 s 268Disclaimer of onerous property in case of company wound up
Cap 32 s 269Restriction of rights of creditor as to execution or attachment in case of company being wound up
Cap 32 s 270Duties of bailiff as to goods taken in execution
Cap 32 s 271Offences by officers of companies in liquidation
Cap 32 s 272Penalty for falsification of books
Cap 32 s 273Frauds by officers of companies which have gone into liquidation
Cap 32 s 274Liability where proper accounts not kept
Cap 32 s 275Responsibility of directors for fraudulent trading
Cap 32 s 276Power of court to assess damages against delinquent officer, etc.
Cap 32 s 277Prosecution of delinquent officers and members of company
Cap 32 s 278Disqualification for appointment as liquidator
Cap 32 s 278ACorrupt inducement affecting appointment as liquidator
Cap 32 s 279Enforcement of duty of liquidator to make returns, &c.
Cap 32 s 280Notification that a company is in liquidation
Cap 32 s 281Exemption of certain documents from stamp duty on winding up of companies
Cap 32 s 282Books of company to be evidence
Cap 32 s 283Disposal of books and papers of company
Cap 32 s 284Information as to pending liquidations
Cap 32 s 285Unclaimed assets to be paid to companies liquidation account
Cap 32 s 286Resolutions passed at adjourned meetings of creditors and contributories
Cap 32 s 287Meetings to ascertain wishes of creditors or contributories
Cap 32 s 288(Repealed 6 of 1984 s. 201)
Cap 32 s 289Affidavits, &c.
Cap 32 s 290Power of court to declare dissolution of company void
Cap 32 s 290A(Repealed 30 of 1999 s. 18)
Cap 32 s 290B(Repealed 30 of 1999 s. 18)
Cap 32 s 290CGovernment disclaimer of property other than immovable property vesting as bona vacantia
Cap 32 s 290DEffect of Government disclaimer under section 290C
Cap 32 s 290E(Repealed 30 of 1999 s. 21)
Cap 32 s 291Registrar may strike defunct company off register
Cap 32 s 291APower of court to order company to be struck off and dissolved
Cap 32 s 291AAApplication to Registrar for deregistration of defunct private company
Cap 32 s 291ABReinstatement of deregistered company
Cap 32 s 291BRegistrar to act as representative of defunct company in certain events
Cap 32 s 292Property and books etc. of dissolved company
Cap 32 s 292AEffect on section 292 of company's revival after dissolution
Cap 32 s 293Companies liquidation account
Cap 32 s 294Investment of surplus funds on general account
Cap 32 s 295Separate accounts of particular estates
Cap 32 s 296General rules and fees
Cap 32 Part VIRECEIVERS AND MANAGERS
Cap 32 s 297Disqualification for appointment as receiver
Cap 32 s 297ADisqualification of undischarged bankrupts
Cap 32 s 298Power to appoint Official Receiver as receiver for debenture holders or creditors
Cap 32 s 298AReceivers and managers appointed out of court
Cap 32 s 299Notification that receiver or manager appointed
Cap 32 s 300Power of court to fix remuneration on application of liquidator
Cap 32 s 300AProvisions as to information where receiver or manager is appointed
Cap 32 s 300BSpecial provisions as to statement submitted to receiver
Cap 32 s 301Delivery to Registrar of accounts of receivers and managers
Cap 32 s 302Enforcement of duty of receiver to make returns, &c.
Cap 32 s 302AConstruction of references to receivers and managers
Cap 32 Part VIIGENERAL PROVISIONS AS TO REGISTRATION
Cap 32 s 303Registration offices and appointment of officers for purposes of this Ordinance
Cap 32 s 303A(Repealed 28 of 2003 s. 94)
Cap 32 s 303BProtection of Registrar etc. where computerized information etc. is used
Cap 32 s 304Fees
Cap 32 s 305Inspection, production and evidence of documents kept by Registrar
Cap 32 s 305AAuthentication of documents by the Registrar
Cap 32 s 306Enforcement of duties under Ordinance by court order
Cap 32 Part VIIIAPPLICATION OF ORDINANCE TO COMPANIES FORMED OR REGISTERED UNDER FORMER ORDINANCES
Cap 32 s 307Application of Ordinance to companies formed under former Companies Ordinance
Cap 32 s 308Application of Ordinance to companies registered under former Companies Ordinances
Cap 32 s 309Application of Ordinance to companies re-registered under former Companies Ordinance
Cap 32 Part IXCOMPANIES NOT FORMED UNDER THIS ORDINANCE AUTHORIZED TO REGISTER UNDER THIS ORDINANCE
Cap 32 s 310Companies capable of being registered
Cap 32 s 311Definition of joint stock company
Cap 32 s 312Requirements for registration by joint stock companies
Cap 32 s 313Requirements for registration by other than joint stock companies
Cap 32 s 314Authentication of statements of existing companies
Cap 32 s 315Registrar may require evidence as to nature of company
Cap 32 s 316Exemption of certain companies from payment of fees
Cap 32 s 317Addition of "Limited" etc., to name
Cap 32 s 318Certificate of registration of existing companies
Cap 32 s 319Vesting of property on registration
Cap 32 s 320Saving for existing liabilities
Cap 32 s 321Continuation of existing actions
Cap 32 s 322Effect of registration under Ordinance
Cap 32 s 323Power to substitute memorandum and articles for deed of settlement
Cap 32 s 324Power of court to stay or restrain proceedings
Cap 32 s 325Actions stayed on winding-up order
Cap 32 Part XWINDING UP OF UNREGISTERED COMPANIES
Cap 32 s 326Meaning of unregistered companies
Cap 32 s 327Winding up of unregistered companies
Cap 32 s 327AOversea companies may be wound up although dissolved
Cap 32 s 328Contributories in winding up of unregistered company
Cap 32 s 329Power of court to stay or restrain proceeding
Cap 32 s 330Actions stayed on winding-up order
Cap 32 s 331Provisions of Part X cumulative
Cap 32 s 331ASaving for enactments providing for winding up under former Companies Ordinances
Cap 32 Part XICOMPANIES INCORPORATED OUTSIDE HONG KONG
Cap 32 s 332Application of Part XI
Cap 32 s 333Documents, etc. to be delivered to Registrar by companies that establish places of business in Hong Kong
Cap 32 s 333AARegistrar to keep register of non-Hong Kong companies
Cap 32 s 333AContinuing obligation in respect of authorized representative
Cap 32 s 333BTermination of registration of authorized representative
Cap 32 s 333CRegistrar to keep an index of directors of non-Hong Kong companies
Cap 32 s 334Annual return to be made by non-Hong Kong company
Cap 32 s 335Return to be delivered to Registrar where documents, etc. altered
Cap 32 s 336Accounts of non-Hong Kong companies
Cap 32 s 336AVoluntary revision of accounts
Cap 32 s 337Obligation to state name of non-Hong Kong company, whether limited and place where incorporated
Cap 32 s 337ANotice of commencement of liquidation and of appointment of liquidator
Cap 32 s 337BRegulation of use of corporate names by non-Hong Kong companies in Hong Kong
Cap 32 s 338Service of documents on non-Hong Kong companies
Cap 32 s 339Notices to be sent when non-Hong Kong companies cease to have places of business in Hong Kong
Cap 32 s 339AANotices, etc. to be sent when non-Hong Kong companies are dissolved
Cap 32 s 339ARemoval, etc. of names of non-Hong Kong companies from register
Cap 32 s 340Penalties
Cap 32 s 341Interpretation of Part XI
Cap 32 Part XIIRestrictions on Sale of Shares and Offers of Shares for Sale
Cap 32 s 342Dating of prospectus and particulars to be contained therein
Cap 32 s 342AExemption of certain persons and prospectuses from compliance with certain requirements
Cap 32 s 342AAExemption for structured products
Cap 32 s 342BProvisions as to expert's consent, and allotment
Cap 32 s 342CRegistration of prospectus
Cap 32 s 342CAAmendment of prospectus consisting of one document
Cap 32 s 342CBProspectus may consist of more than one document, etc.
Cap 32 s 342CCSubmission of certified copies
Cap 32 s 342DPenalty for contravention of sections 342 to 342C
Cap 32 s 342ECivil liability for misstatements in prospectus
Cap 32 s 342FCriminal liability for misstatements in prospectus
Cap 32 s 343Interpretation of provisions as to prospectuses
Cap 32 s 344(Repealed 12 of 1974 s. 150)
Cap 32 Part XIIADORMANT COMPANIES
Cap 32 s 344ADormant companies
Cap 32 Part XIIIMISCELLANEOUS
Cap 32 s 345(Repealed 30 of 2004 s. 2)
Cap 32 s 346Documents delivered to Registrar to conform to certain requirements
Cap 32 s 346ADocuments delivered to Registrar in form of electronic record
Cap 32 s 346BSignature of documents delivered to Registrar in form of electronic record
Cap 32 s 347Power of Registrar to accept information in different forms
Cap 32 s 348Power of Registrar to refuse to register certain documents
Cap 32 s 348ARegistrar not responsible for statements in documents
Cap 32 s 348BDisposal of documents
Cap 32 s 348BARegistrar may issue certificates in any manner
Cap 32 s 348CForm of registers etc.
Cap 32 s 348DPower of Registrar to keep records
Cap 32 s 349Penalty for false statements
Cap 32 s 349APenalty for dishonest destruction etc., of registers, books or documents
Cap 32 s 350Penalty for improper use of "Limited", "Corporation" or "Incorporated"
Cap 32 s 350AObligation to give notice of paid-up capital
Cap 32 s 350BInjunctions
Cap 32 s 351Provision for punishment and offence
Cap 32 s 351ALimitation on commencement of proceedings
Cap 32 s 351BProduction and inspection of books where offence suspected
Cap 32 s 352Application of fines
Cap 32 s 353(Repealed 6 of 1984 s. 247)
Cap 32 s 354Saving as to private prosecutors
Cap 32 s 355Saving for privileged communications
Cap 32 s 356Service of documents on company
Cap 32 s 357Costs in actions by certain limited companies
Cap 32 s 358Power of court to grant relief in certain cases
Cap 32 s 359Power to enforce orders
Cap 32 s 359APower to make regulations
Cap 32 s 360Power to amend requirements as to accounts, Schedules, tables, forms and fees
Cap 32 Part XIIIAPREVENTION OF EVASION OF THE SOCIETIES ORDINANCE
Cap 32 s 360A(Repealed 30 of 1999 s. 34)
Cap 32 s 360BPower of Chief Executive in Council to order Registrar to refuse registration if satisfied that a company is being formed to evade the Societies Ordinance
Cap 32 s 360CPower of the Chief Executive in Council to order company engaging in undesirable activities to be struck off
Cap 32 s 360DCertain sections not to apply
Cap 32 s 360EVesting and disposal of property of company struck off
Cap 32 s 360FProvisions applicable to winding up of company struck off under section 360C
Cap 32 s 360GCertain sections to apply
Cap 32 s 360HCalls on contributories
Cap 32 s 360IContinuation of pending legal proceedings
Cap 32 s 360JObstruction of Official Receiver
Cap 32 s 360KControl of Official Receiver
Cap 32 s 360LAudit of Official Receiver's accounts
Cap 32 s 360MProtection of Official Receiver
Cap 32 s 360NCompanies to which Part XI applies
Cap 32 Part XIVSAVINGS
Cap 32 s 361Saving
Cap 32 s 362Saving
Cap 32 s 363(Repealed 6 of 1984 s. 252)
Cap 32 s 364Saving
Cap 32 s 365Savings and transitional
Cap 32 s 366Transitional
Cap 32 s 367Application of the Amending Ordinance
Cap 32 Sched 1
Cap 32 Sched 2FORM OF STATEMENT IN LIEU OF PROSPECTUS TO BE DELIVERED TO REGISTRAR BY A PRIVATE COMPANY ON BECOMING A PUBLIC COMPANY AND REPORTS TO BE SET OUT THEREIN
Cap 32 Sched 3MATTERS TO BE SPECIFIED IN PROSPECTUS AND REPORTS TO BE SET OUT THEREIN
Cap 32 Sched 4FORM OF STATEMENT IN LIEU OF PROSPECTUS TO BE DELIVERED TO REGISTRAR BY A COMPANY WHICH DOES NOT ISSUE A PROSPECTUS OR WHICH DOES NOT GO TO ALLOTMENT ON A PROSPECTUS ISSUED, AND REPORTS TO BE SET OUT THEREIN
Cap 32 Sched 5(Repealed 3 of 1997 s. 58)
Cap 32 Sched 6(Repealed 3 of 1997 s. 58)
Cap 32 Sched 7POWERS
Cap 32 Sched 8Table of Fees to be paid to the Registrar of Companies
Cap 32 Sched 9PROVISIONS RELATING TO ACQUISITION OF MINORITY SHARES AFTER SUCCESSFUL TAKE-OVER OFFER
Cap 32 Sched 10ACCOUNTS
Cap 32 Sched 11ACCOUNTS OF CERTAIN PRIVATE COMPANIES UNDER SECTION 141D
Cap 32 Sched 12PUNISHMENT OF OFFENCES UNDER THIS ORDINANCE
Cap 32 Sched 13PROVISIONS RELATING TO ACQUISITION OF MINORITY SHARES AFTER SUCCESSFUL BUY OUT BY SHARE REPURCHASE
Cap 32 Sched 14TABLE OF FEES TO BE PAID TO A COMPANY
Cap 32 Sched 15MATTERS FOR DETERMINING UNFITNESS OF DIRECTORS
Cap 32 Sched 16COMPANIES TO WHICH SECTION 291AA OR 344A OF THIS ORDINANCE DOES NOT APPLY
Cap 32 Sched 17OFFERS SPECIFIED FOR THE PURPOSES OF PARAGRAPH (b)(ii) OF THE DEFINITION OF ˇ§PROSPECTUSˇ¨ IN SECTION 2(1) OF THIS ORDINANCE
Cap 32 Sched 18WARNING, ETC. STATEMENTS TO BE CONTAINED IN CERTAIN DOCUMENTS
Cap 32 Sched 19CONTENTS AND PUBLICATION REQUIREMENTS OF ADVERTISEMENTS MENTIONED IN SECTION 38B(2)(e) OF THIS ORDINANCE
Cap 32 Sched 20AMENDMENT OF PROSPECTUS CONSISTING OF ONE DOCUMENT
Cap 32 Sched 21PROVISIONS IN ACCORDANCE WITH WHICH A PROSPECTUS MAY CONSIST OF MORE THAN ONE DOCUMENT
Cap 32 Sched 22PERSONS SPECIFIED FOR THE PURPOSES OF SECTION 40 OF THIS ORDINANCE
Cap 32 Sched 23PARENT AND SUBSIDIARY UNDERTAKINGS
Cap 32 Sched 24OFFICES NOT INCLUDED IN DEFINITION OF ˇ§PLACE OF BUSINESSˇ¨ UNDER PART XI OF THIS ORDINANCE

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