Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 19

Unlimited companies may be re-registered as limited

(1) A company which, at or after the commencement* of the Companies
(Amendment) Ordinance 1984 (6 of 1984), is registered as unlimited may be
re-registered as limited if a special resolution that it should be so
re-registered (complying with the requirement of subsection (2)) is passed and
an application in that behalf, framed in the specified form and signed by a
director or by the secretary of the company, is lodged with the Registrar
together with the documents mentioned in subsection (3) not earlier than the
day on which the copy of the resolution forwarded to him in pursuance of
section 117 is received by him; and the Eighth Schedule shall have effect for
the purposes of this section as if for references in that Schedule to the
registration of a company there were substituted references to its
re-registration under this section. (Amended 3 of 1997 s. 7)

(2) The said requirement is that the resolution-

   (a)  shall state the manner in which the liability of the members of the
        company is to be limited and, if the company is to have a share
        capital, what that capital is to be; and

   (b)  shall-

        (i)    if the company is to be limited by guarantee, provide for the
               making of such alterations in its memorandum and such
               alterations in and additions to its articles as are requisite
               to bring the memorandum and articles, both in substance and in
               form, into conformity with the requirements of this Ordinance
               with respect to the substance and form of the memorandum and
               articles of a company to be formed thereunder whose condition
               as to mode of limitation of liability and possession of a share
               capital (or want of it) will be similar to the condition of the
               company as to those matters which will obtain upon its
               re-registration;

        (ii)   if the company is to be limited by shares, provide for the
               making of such alterations in its memorandum as are requisite
               to bring it, both in substance and in form, into conformity
               with the requirements of this Ordinance with respect to the
               substance and form of the memorandum of a company to be formed
               thereunder as a company so limited, and such alterations in and
               additions to its articles as are requisite in the
               circumstances.

(3) The documents referred to in subsection (1) are a printed copy of the
memorandum as altered in pursuance of the resolution and a printed copy of the
articles as so altered.

(4) The Registrar shall retain the application and other documents lodged with
him under subsection (1) and shall issue to the company a certificate of
incorporation appropriate to the status to be assumed by the company by virtue
of this section; and upon the issue of the certificate-

   (a)  the status of the company shall, by virtue of the issue, be changed
        from unlimited to limited; and

   (b)  the alterations in the memorandum specified in the resolution and the
        alterations in, and additions to, the articles so specified shall,
        notwithstanding anything in this Ordinance, take effect.

(5) A certificate of incorporation issued by virtue of this section shall be
conclusive evidence that the requirements of this section with respect to
re-registration and of matters precedent and incidental thereto have been
complied with, and that the company was authorized to be re-registered under
this Ordinance in pursuance of this section and was duly so re-registered.

(6) In the event of the winding up of a company re-registered in pursuance of
this section, the following provisions shall have effect-

   (a)  notwithstanding section 170(1)(a), a past member of the company who
        was a member thereof at the time of re-registration shall, if the
        winding up commences within the period of 3 years beginning with the
        day on which the company is re-registered, be liable to contribute to
        the assets of the company in respect of debts and liabilities of its
        contracted before that time;

   (b)  where no persons who were members of the company at that time are
        existing members of the company, a person who, at that time, was a
        present or past member thereof shall, subject to section 170(1)(a) and
        paragraph (a) of this subsection, but notwithstanding
        section 170(1)(c), be liable to contribute as aforesaid
        notwithstanding that the existing members have satisfied the
        contributions required to be made by them in pursuance of this
        Ordinance;

   (c)  notwithstanding section 170(1)(d) and (e), there shall be no limit on
        the amount which a person who, at that time, was a past or present
        member of the company is liable to contribute as aforesaid. (Replaced
        6 of 1984 s. 12) [cf. 1967 c. 81 s. 44 U.K.]
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        Note:

* Commencement date: 31 August 1984.