Hong Kong Company Law - Hong Kong Companies Ordinance

Hong Kong Companies Ordinance (Companies Act) is an official document stating the legal limits within which companies may do their business in Hong Kong. You will find below the key extracts from the Hong Kong Companies Ordinance along with the full act.

Hong Kong Company Name

Section: 20 Restriction on registration of companies by certain names

(1) A company shall not be registered by a name-

  • which is the same as a name appearing in the Registrar's index of company names;
  • which is the same as that of a body corporate incorporated or established under an Ordinance;
  • the use of which by the company would, in the opinion of the Chief Executive, constitute a criminal offence; or is offensive or otherwise contrary to the public interest.

Hong Kong Company Powers

Section: 5A Powers of a company

(1) A company has the capacity and the rights, powers and privileges of a natural person.

(2) Without limiting subsection (1), a company may do anything which it is permitted or required to do by its memorandum or by any enactment or rule of law.

Hong Kong Company Shares

Section: 41 Document containing offer of shares or debentures for sale to be deemed prospectus

(1) Where a company allots or agrees to allot any shares in or debentures of the company with a view to all or any of those shares or debentures being offered for sale to the public, any document by which the offer for sale to the public is made shall for all purposes be deemed to be a prospectus issued by the company, and all enactments and rules of law as to the contents of prospectuses and to liability in respect of statements in and omissions from prospectuses, or otherwise relating to prospectuses, shall apply and have effect accordingly, as if the shares or debentures had been offered to the public for subscription and as if persons accepting the offer in respect of any shares or debentures were subscribers for those shares or debentures, but without prejudice to the liability, if any, of the persons by whom the offer is made, in respect of mis-statements contained in the document or otherwise in respect thereof.

Hong Kong Company Registered Office and Registered Agent

Section: 92 Registered office of company

(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).

Hong Kong Company Directors

Section: 153A Directors of private companies

(1) Every private company shall have at least one director.

(2) With effect from the date of incorporation of a private company mentioned in its certificate of incorporation, the first directors of the company are the persons named as the directors in the incorporation form submitted in respect of the company pursuant to section 14A. (Replaced 30 of 2004 s. 2)

(3) Subject to subsections (4) and (5), if any private company makes default in complying with subsection (1), 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.

(4) Subject to subsection (5), where the number of directors of a private company is reduced to zero by reason of the office of any director being vacated, the company or any officer of the company shall not be liable for any default in respect thereof under this section unless the default continues for a period of 2 months beginning on the day

Hong Kong Company Shareholders

Section: 63A Variation of rights attached to special classes of shares

(1) Where, in the case of a company the share capital of which is divided into different classes of shares, special rights are attached to any such class of shares otherwise than by the memorandum and the articles do not provide for the variation of those rights, the articles shall be deemed to contain provision that such rights shall not be varied except with the consent in writing of the holders of three-fourths in nominal value of the issued shares of the class in question or with the sanction of a special resolution passed at a separate general meeting of the holders of that class.

(2) Where, in the case of a company the share capital of which is divided into different classes of shares, special rights are attached to any such class of shares by the memorandum and provision for the variation of those rights is, at the time of the company's incorporation, contained in the articles, those rights shall be capable of variation in accordance with the articles as for the time being in force, even if no reference is made in the memorandum to their variation in that manner.

(3) Where, in the case of a company the share capital of which is divided into different classes of shares, special rights are attached to any such class of shares by the memorandum and the memorandum and articles do not contain provision with respect to the variation of the rights, those rights may be varied if all the members of the company agree to the variation.

(4) Where the articles of a company contain, or by virtue of this section are deemed to contain, a provision for the variation of the rights attached to any class of shares, those rights shall not be capable of variation otherwise than in accordance with that provision.