Hong Kong Ordinances

TRUSTEE ORDINANCE - SECT 77

Application by company to be registered as a trust company

PART VIII

TRUST COMPANIES

(1) Any company incorporated in Hong Kong (not being a private company within
the meaning of section 29 of the Companies Ordinance ( Cap  32)) may apply in
writing to the Registrar of Companies to be registered as a trust company
under this Part.

(2) A company which makes an application under subsection (1) shall be
eligible to be registered under this Part if, but only if-

   (a)  the objects of the company as set out in its memorandum and articles
        of association are restricted to some or all of the objects set out in
        section 81;

   (b)  the issued share capital of the company is not less than $3000000;
        (Amended 9 of 1993 s. 3)

   (c)  in the case of a company having an issued share capital of $3000000
        that capital is bona fide fully paid up for a cash consideration and,
        in the case of a company having an issued share capital exceeding
        $3000000 at least $3000000 of that capital is bona fide paid up for a
        cash consideration; (Amended 9 of 1993 s. 3)

   (d)  the board of directors has been duly appointed in accordance with the
        articles of association of the company;

   (e)  the company has either-

        (i)    deposited with the Director of Accounting Services investments
               specified in the Second Schedule (other than those specified in
               paragraphs 7, 14, 15, 17 and 19) to the value of not less than
               $1500000; or

        (ii)   deposited in the name of the Director of Accounting Services
               with a finance company that is a subsidiary of a bank within
               the meaning of section 2 of the Banking Ordinance ( Cap 155) a
               sum not less than $1500000 and lodged a receipt issued by the
               finance company for that amount with the Director of Accounting
               Services; or (Amended 27 of 1986 s. 137; 49 of 1995 s. 53)

        (iii)  deposited with the Director of Accounting Services a guarantee,
               in terms acceptable to the Director of Accounting Services,
               from a bank within the meaning of section 2 of the
               Banking Ordinance ( Cap  155); and (Added 9 of 1993 s. 3.
               Amended 49 of 1995 s. 53)

   (f)  the company is able to meet its obligations, apart from its liability
        to its shareholders, without taking into account the investments or
        sum deposited under paragraph (e). (Amended L.N. 16 of 1977)

(3) For the purposes of subsection (2)-

        (a)	"finance company" (財務公司) means a company whose principal 
business involves the receiving on deposit of money, whether repayable to
depositors with or without interest or other consideration, and the lending of
that money, or a substantial part of that money, to borrowers on terms that
the money is repayable to the company or its nominee with interest or at a
premium or with consideration in money or money's worth, but does not include
a bank within the meaning of section 2 of the Banking  Ordinance ( Cap 155);
(Amended 49 of 1995 s. 53)

   (b)  section 2(4), (5) and (6) of the Companies Ordinance ( Cap 32)
shall apply as if each reference in those subsections to "a company" or

"first-mentioned company" were read as a reference to a finance company
and as if each reference in those subsections to "another company" or

"other company" were read as a reference to a bank within the meaning of
section 2 of the Banking Ordinance ( Cap 155). (Amended 27 of 1986 s. 137; 49
of 1995 s. 53)

(4) A trust company registered under this Ordinance before the date of
commencement* of the Trustee (Amendment) Ordinance 1975 (23 of 1975) which has
not previously complied with the requirements as to eligibility for
registration as a trust company as set out in subsection (2) of this section
shall, within 9 months after that date, comply with those requirements to the
satisfaction of the Registrar of Companies. (Amended 90 of 1975 s. 2)

(4A) Subject to subsection (4B), a trust company registered under this
Ordinance, whether before, on or after the date of commencement of the Trustee
(Amendment) Ordinance 1993 (9 of 1993), shall after its registration and for
so long as it carries on any business or executes any office included in the
objects set out in section 81(1) comply with the requirements set out in
subsection (2). (Added 9 of 1993 s. 3)

(4B) A trust company registered before the date of commencement of the Trustee
(Amendment) Ordinance 1993 (9 of 1993) which at that date does not comply with
one or more of the requirements set out in subsection (2) shall, within 9
months after that date, comply with those requirements to the satisfaction of
the Registrar of Companies. (Added 9 of 1993 s. 3)

(5) Notwithstanding section 7 of the Companies Ordinance ( Cap 32), a trust
company to which subsection (4) or (4B) applies may, within the period of 9
months referred to in that subsection, alter any condition contained in its
memorandum of association to such extent as may be required to enable it to
comply with the requirements of subsection (2). (Added 90 of 1975 s. 2)
(Replaced 23 of 1975 s. 2. Amended 9 of 1993 s. )
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___ Note:

* Commencement date: 1 July 1975.

"finance company" (財務公司)