Registered office of company
92.(1) A company shall have a registered office in Hong Kong to which all communications and notices may be addressed.
(2) The intended address of a company’s registered office stated in the incorporation form registered in respect of the company shall be the address of its registered office with effect from the date of its incorporation until a notice of change in respect of the address is sent to the Registrar under subsection (3).
(3) If the address of a company’s registered office is changed, a notice of the change in the specified form shall be sent to the Registrar within 14 days after the date of the change, who shall record the same. The inclusion in the annual return of a company of a statement as to the address of its registered office shall not be taken to satisfy the obligation imposed by this subsection.
(4) 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 fine and, for continued default, to a daily default fine.
Publication of name of company
93.(1) Every company -
(a) shall paint or affix, and keep painted or affixed, its name on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible characters;
(b) shall have as its common seal a metallic seal on which it shall have its name engraven in legible characters;
(c) shall have its name mentioned in legible characters in all business letters of the company and in all notices and other official publications of the company, and in all contracts, deeds, bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the company, and in all consignment notes, invoices, receipts and letters of credit of the company;
(d) shall mention in legible characters in all documents in which the company is required under paragraph (c) to have its name mentioned -
(i) in the case of a limited company exempt from the obligation to use the word
“Limited” or the expression in Chinese “****” or both such word and expression, as the case may be, as part of its name, the fact that it is incorporated with limited liability;
(ii) in the case of an unlimited company, the fact that it is incorporated without limited liability.
(2) Every limited company registered by a name in English only (other than a company licensed to be registered without the addition of the word “Limited” to its name) -
(a) which exhibits outside or inside its registered office or outside or inside any office or place in which its business is carried on; or
(b) which uses on its seal; or
(c) which uses in any business letter of the company or in any notice or other official publication of the company, or in any contract, deed, bill of exchange, promissory note, endorsement, cheque, or order for money or goods purporting to be signed by or on behalf of the company, or in any consignment note, invoice, receipt or letter of credit of the company,
any name of or for the company in Chinese characters, whether such name be a transliteration or translation of its name in the memorandum or not, shall append to such name so used in Chinese characters the Chinese characters ****:
Provided that it shall be lawful for the Registrar by licence to direct that such company shall be exempted, wholly or in part, from the requirements of this subsection, and to revoke any such licence.
(2A) Every limited company registered by a name in Chinese only (other than a company licensed to be registered without the addition of the expression in Chinese “****” to its name) -
(a) which exhibits outside or inside its registered office or outside or inside any office or place in which its business is carried on; or
(b) which uses on its seal; or
(c) which uses in any business letter of the company or in any notice or other official publication of the company, or in any contract, deed, bill of exchange, promissory note, endorsement, cheque, or order for money or goods purporting to be signed by
or on behalf of the company, or in any consignment note, invoice, receipt or letter of credit of the company,
any name of or for the company in English, whether such name be a transliteration or translation of its name in the memorandum or not, shall append to such name so used in English the word “Limited”.
(2B) Notwithstanding subsection (2A), it shall be lawful for the Registrar by licence to direct that such company shall be exempted, wholly or in part, from the requirements of that subsection, and to revoke any such licence.
(3) If a company does not paint or affix its name in manner directed by this Ordinance, the company and every officer of the company who is in default shall be liable to a fine and if a company does not keep its name painted or affixed in manner so directed, the company and every officer of the company who is in default shall be liable to a default fine.
(4) If a company fails to comply with subsection (1)(b), (c) or (d), (2) or (2A), the company shall be liable to a fine.
(5) If any officer of a company, or any person on its behalf -
(a) uses or authorizes the use of any seal purporting to be a seal of the company which is not a metallic seal or whereon its name is not so engraven as aforesaid; or
(b) issues or authorizes the issue of any business letter of the company or any notice or other official publication of the company, or signs or authorizes to be signed on behalf of the company any contract, deed, bill of exchange, promissory note, endorsement, cheque or order for money or goods, wherein its name is not mentioned in manner aforesaid; or
(c) issues or authorizes the issue of any consignment note, invoice, receipt, or letter of credit of the company, wherein its name is not mentioned in manner aforesaid, he shall be liable to a fine and shall further be personally liable to the holder of the bill of exchange, promissory note, cheque, or order for money or goods, for the amount thereof, unless it is duly paid by the company.
(6) Until the expiration of a period of 12 months from the date of commencement of the Companies (Amendment) Ordinance 1984 (6 of 1984), subsections (1)(b) and (5)(a) as amended by that Ordinance shall have effect in relation to any company registered at that date as if -
(a) in subsection (1)(b), for the words “metallic seal” there were substituted the word
“seal”;
(b) in subsection (5)(a), the words “which is not a metallic seal or” were omitted.
Adequacy of certain descriptions of companies
94. No description of a company shall be inadequate or incorrect by reason of the use of -
(a) the abbreviation “Co.” or “Coy.” in lieu of the word “Company” contained in the name of the company;
(b) the abbreviation “Ltd.” in lieu of the word “Limited” contained in the name of the company;
(c) the abbreviation “HK” or “H.K.” in lieu of the words “Hong Kong” contained in the name of the company;
(d) the symbol “&” in lieu of the word “and” contained in the name of the company;
(e) any of such words in lieu of the corresponding abbreviation or symbol contained in the name of the company;
(f) any type or case of letters, spaces between letters, accents or punctuation marks which are not the same as those appearing in the name of the company,
or by reason of the use or omission of the definite article as the first word in the description.
Register of Members
Register of members
95.(1) Every company shall keep in the English or Chinese language a register of its members, and enter therein the following particulars -
(a) the names and addresses of the members, and in the case of a company having a share capital a statement of the shares held by each member, distinguishing each share by its number so long as the share has a number, and of the amount paid or agreed to be considered as paid on the shares of each member;
(b) the date at which each person was entered in the register as a member;
(c) the date at which any person ceased to be a member:
Provided that -
(i) where the company has converted any of its shares into stock and given notice of the conversion to the Registrar, the register shall show the amount of stock held by each member instead of the amount of shares and the particulars relating to shares specified in paragraph (a);
(ii) in the case of a person referred to in paragraph (c), all entries in the register relating to such person at the date when he ceased to be a member may be destroyed after the expiry of a period of 30 years from that date.
(2) The register of members shall be kept at the registered office of the company and may be kept by the use of any method or means, mechanical or electrical or otherwise, which does not restrict the availability for public inspection in a legible form of the information contained in the register:
Provided that -
(a) if the work of making it up is done at an office of the company other than the registered office of the company, it may be kept at that other office; and
(b) if the company arranges with some other person for the making up of the register to be undertaken on behalf of the company by that other person, it may be kept at the office of that other person at which the work is done,
so, however, that it shall not be kept at a place outside Hong Kong.
(3) Every company shall send notice to the Registrar in the specified form of the place where its register of members is kept and of any change in that place:
Provided that a company shall not be bound to send such notice where the register has, at all times since it came into existence or, in the case of a register in existence at the commencement of the Companies (Amendment) Ordinance 1984 (6 of 1984), at all times since then, been kept at the registered office of the company.
(4) Where a company makes default in complying with subsection (1) or (2) or makes default for 14 days in complying with subsection (3), the company and every officer of the company who is in default shall be liable to a fine and, for continued default, to a daily default fine.
Statement that company has only one member
95A.(1) If the number of members of a company falls to one, there shall upon the occurrence of that event be entered in the company’s register of members -
(a) a statement that the company has only one member; and
(b) the date on which the company became a company having only one member.
(2) If the membership of a company increases from one to 2 or more members, there shall upon the occurrence of that event be entered in the company’s register of members a statement that the company has ceased to have only one member, together with the date on which that event occurred.
(3) If a company makes default in complying with this section, the company and every officer of the company who is in default is liable to a fine and, for continued default, to a daily default fine.
Index of members of company
96.(1) Every company having more than 50 members shall, unless the register of members is in such a form as to constitute in itself an index, keep an index of the names of the members of the company and shall, within 14 days after the date on which any alteration is made in the register of members, make any necessary alteration in the index.
(2) The index shall in respect of each member contain a sufficient indication to enable the account of that member in the register to be readily found.
(2A) The index shall at all times be kept at the same place as the register of members.
(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 fine and, for continued default, to a daily default fine.
Provisions as to entries in register in relation to share warrants
97.(1) On the issue of a share warrant the company shall strike out of its register of members the name of the member then entered therein as holding the shares specified in the warrant as if he had ceased to be a member, and shall enter in the register the following particulars, namely -
(a) the fact of the issue of the warrant;
(b) a statement of the shares included in the warrant, distinguishing each share by its number so long as the share has number; and
(c) the date of the issue of the warrant.
(2) The bearer of a share warrant shall, subject to the articles of the company, be entitled, on surrendering it for cancellation, to have his name entered as a member in the register of members.
(3) The company shall be responsible for any loss incurred by any person by reason of the company entering in the register the name of a bearer of a share warrant in respect of the shares therein specified without the warrant being surrendered and cancelled.
(4) Until the warrant is surrendered, the particulars specified in subsection (1) shall be deemed to be the particulars required by this Ordinance to be entered in the register of members, and, on the surrender, the date of the surrender must be entered.
(5) Subject to the provisions of this Ordinance, the bearer of a share warrant may, if the articles of the company so provide, be deemed to be a member of the company within the meaning of this Ordinance, either to the full extent or for any purposes defined in the articles.
Inspection of register of members
98.(1) Except when the register of members is closed under the provisions of this Ordinance, the register, and the index of names, of the members of a company shall during business hours (subject to such reasonable restrictions as the company in general meeting may impose, so that not less than 2 hours in each day be allowed for inspection) be open to the inspection of any member without charge and of any other person on payment of the appropriate fee specified in the Fourteenth Schedule, or such less sum as the company may prescribe, for each inspection.
(2) Any member or other person may require a copy of the register, or of any part thereof, on payment of the appropriate fee specified in the Fourteenth Schedule, or such less sum as the company may prescribe. The company shall cause any copy so required by any person to be sent to that person within a period of 10 days commencing on the day next after the day on which the requirement is received by the company.
(3) If any inspection required under this section is refused of if any copy required under this section is not sent within the proper period, the company and every officer of the company who is in default shall be liable in respect of each offence to a fine and, for continued default, to a daily default fine.
(4) In the case of any such refusal or default, the court may by order compel an immediate inspection of the register and index or direct that the copies required shall be sent to the persons requiring them.
Consequences of failure to comply with requirements as to register owing to agent’s default 98A. Where, by virtue of proviso (b) to section 95(2), the register is kept at the office of some person other than the company, and by reason of any default of his the company fails to comply with subsection (3) of that section, section 96(2A) or section 98 or with any requirements of this Ordinance as to the production of the register, that other person shall be liable to the same penalties as if he were an officer of the company who was in default, and the power of the court under section 98(4) shall extend to the making of orders against that other person and his officers and servants.
Power to close register of members and register of debenture holders
99.(1) A company may, on giving notice in accordance with subsection (1A), close for any time or times not exceeding in the whole 30 days in each year -
(a) the register of members of the company or the part thereof relating to members holding shares of any class;
(b) any register of debenture holders of the company.
(1A) A notice for the purposes of subsection (1) –
(a) if the company is a listed company, is to be given –
(i) in accordance with the listing rules applicable to the stock market; or (ii) by advertisement in a newspaper circulating generally in Hong Kong; and (b) in the case of any other company, is to be given by advertisement in a newspaper
circulating generally in Hong Kong.
(2) The period of 30 days referred to in subsection (1) may be extended in respect of any year -
(a) in relation to the register (or any part of the register) of members of a company, by an ordinary resolution passed at a general meeting of the company in that year; or (b) in relation to the register of debenture holders of a company, by a resolution passed
in that year by a majority in value of the debenture holders present in person or, where proxies are permitted, by proxy at a meeting summoned for the purpose or otherwise in accordance with the trust deed or other document securing the debentures:
Provided that the said period shall not be extended beyond 60 days in any year.
(3) A company shall, on demand, furnish any person seeking to inspect a register or part of a register which is closed by virtue of this section with a certificate under the hand of the secretary of the company stating the period for which, and by whose authority, it is closed.
(4) If a company makes default in complying with subsection (3), the company and every officer of the company who is in default shall be liable to a fine.
(5) In subsection (1A), “listing rules” means the rules made under section 23 of the Securities and Futures Ordinance by a recognized exchange company that govern the listing of securities on a stock market it operates.
Power of court to rectify register 100.(1) If -
(a) the name of any person is, without sufficient cause, entered in or omitted from the register of members of a company; or
(b) default is made or unnecessary delay takes place in entering on the register the fact of any person having ceased to be a member;
the person aggrieved, or any member of the company, or the company, may apply to the court for rectification of the register.
(2) Where an application is made under this section, the court may either refuse the application or may, subject to section 71A, order rectification of the register and payment by the company of any damages sustained by any party aggrieved.
(3) Subject to section 71A, on an application under this section the court may decide any question relating to the title of any person who is a party to the application to have his name entered in or omitted from the register, whether the question arises between members or alleged members, or between members or alleged