Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 2

Interpretation

Caution: This is a past version. See the current version here.

Interpretation and Specification of Forms (Amended 3 of 1997 s. 2)

(1) In this Ordinance, unless the context otherwise requires- "accounts"
(帳目) includes a company's group accounts, whether prepared in the form of
accounts or not; (Added 80 of 1974 s. 2) "agent" (代理人) does not include
a person's counsel acting as such; (Added 6 of 1984 s. 2) "annual return"
(周年申報表) means the return required to be made, in the case of a
company having a share capital, under section 107, and, in the case of a
company not having a share capital, under section 108; "articles"
(章程細則) means the articles of association of a company, as originally
framed or as altered by special resolution, including, so far as they apply to
the company, the regulations contained in Table A in the First Schedule
annexed to the Companies Ordinance 1865 (1 of 1865), or in that table as
altered in pursuance of powers given under that Ordinance, or in Table A in
the First Schedule to the Companies Ordinance 1911 (58 of 1911), or in that
table as altered in pursuance of section 117 of the last mentioned Ordinance,
or in Table A in the First Schedule to this Ordinance; "authorized financial
institution" (認可財務機構) means an authorized institution within the
meaning of section 2 of the Banking Ordinance ( Cap  155); (Added 12 of 1988
s. 2. Amended 49 of 1995 s. 53) "book and paper" (簿冊及文據) and "book
or paper" (簿冊或文據) include accounts, deeds, writings, and documents;
"Commission" (監察委員會) means-

   (a)  subject to paragraph (b), the Securities and Futures Commission
        established by section 3 of the Securities and Futures Commission 
        Ordinance ( Cap 24); or

   (b)  where any relevant transfer order made under section 47 of that
        Ordinance is in force, the Exchange Company or both the Securities and
        Futures Commission and the Exchange Company, in accordance with the
        provisions of that order; (Added 86 of 1992 s. 2) "company" (公司)
        means a company formed and registered under this Ordinance or an
        existing company; "company limited by guarantee" (擔保有限公司)
        and "company limited by shares" (股份 有限公司) have the
        meanings assigned to them respectively by section 4(2); (Added 6 of
        1984 s. 2) "contributory" (分擔人) has the meaning assigned to it
        by section 171; (Added 6 of 1984 s. 2) "court" (法院、法庭) means
        the Court of First Instance; (Replaced 6 of 1984 s. 2. Amended 25 of
        1998 s. 2) "creditors' voluntary winding up" (債權人自動清盤)
        has the meaning assigned to it by section 233(4); (Added 6 of 1984 s.
        2) "debenture" (債權證) includes debenture stock, bonds and any
        other securities of a company whether constituting a charge on the
        assets of the company or not; "default fine" (失責罰款) has the
        meaning assigned to it by section  351 (1A)(d); (Added 6 of 1984 s. 2.
        Amended 75 of 1993 s. 2) "director" (董事) includes any person
        occupying the position of director by whatever name called; "document"
        (文件) includes summons, notice, order, and other legal process, and
        registers; "Exchange Company" (交易所) means the Exchange Company
        as defined in section  2 (1) of the
        Stock Exchanges Unification Ordinance ( Cap 361); (Added 86 of 1992 s.
        2) "existing company" (現有公司) means a company formed and
        registered under the Companies Ordinance 1865 (1 of 1865), or the
        Companies Ordinance 1911 (58 of 1911); "financial year"
        (財政年度), in relation to any body corporate, means the period in
        respect of which any profit and loss account of the body corporate
        laid before it in general meeting is made up, whether that period is a
        year or not; (Added 80 of 1974 s. 2) "general rules" (一般規則)
        means general rules made under section 296 and includes forms; "group
        accounts" (集團帳目) has the meaning assigned to it by
        section 124(1); (Added 80 of 1974 s. 2) "group of companies"
        (公司集團) means any 2 or more companies or bodies corporate one
        of which is the holding company of the other or others; (Added 6 of
        1984 s. 2) "issued generally" (公開發出), in relation to a
        prospectus, means issued to persons who are not existing members or
        debenture holders of the company; (Added 78 of 1972 s. 2) "liquidator"
        (清盤人) includes a provisional liquidator holding such office by
        virtue of section 194; (Added 46 of 2000 s. 2) "listed company"
        (上市公司) means a company which has any of its shares listed on
        the Unified Exchange; (Added 77 of 1991 s. 2) "members voluntary
        winding up" (成員自動清盤) has the meaning assigned to it by
        section 233(4); (Added 6 of 1984 s. 2) "memorandum" (章程大綱)
        means the memorandum of association of a company, as originally framed
        or as altered in pursuance of any enactment; "the minimum
        subscription" (最低認購額) has the meaning assigned to it by
        section 42(2); (Added 6 of 1984 s. 2) "officer" (高級人員), in
        relation to a body corporate, includes a director, manager or
        secretary; (Added 80 of 1974 s. 2) "officer who is in default"
        (失責高級人員) has the meaning assigned to it by section 351(2);
        (Added 6 of 1984 s. 2) "Official Receiver" (破產管理署署長)
        means the Official Receiver appointed under the Bankruptcy Ordinance (
        Cap 6); (Added 30 of 1999 s. 2) "oversea company" (海外公司) has
        the meaning assigned to it by section 332; (Added 6 of 1984 s. 2)
        "prescribed" (訂明) means as respects the provisions of this
        Ordinance relating to the winding-up of companies, prescribed by
        general rules, and as respects the other provisions of this Ordinance,
        prescribed by the Chief Executive in Council; (Amended 23 of 1999 s.
        3) "printed" (印刷、印製) means produced by ordinary letterpress
        or lithography or by such other process as the Registrar in his
        discretion may accept; (Added 4 of 1963 s. 2) "private company"
        (私人公司) has the meaning assigned to it by section 29; (Added 6
        of 1984 s. 2) "prospectus" (招股章程) means any prospectus,
        notice, circular, brochure, advertisement, or other document,-

   (a)  offering any shares or debentures of a company to the public for
        subscription or purchase for cash or other consideration; or

   (b)  calculated to invite offers by the public to subscribe for or purchase
        for cash or other consideration any shares or debentures of a company;
        (Replaced 78 of 1972 s. 2) "Registrar" (處長) means the Registrar of
        Companies appointed under section  303 ; (Replaced 6 of 1984 s. 2)
        "Registrar's index of company names" (處長公司名稱索引) means
        the index of names kept by the Registrar under section 22C; (Added 60
        of 1990 s. 2) "resolution for reducing share capital"
        (股本減少決議) has the meaning assigned to it by section 58(2);
        (Added 6 of 1984 s. 2) "a resolution for voluntary winding up"
        (自動清盤決議) has the meaning assigned to it by section 228(2);
        (Added 6 of 1984 s. 2) "share" (股、股份) means share in the share
        capital of a company, and includes stock except where a distinction
        between stock and shares is expressed or implied; "share warrant"
        (認股權證) has the meaning assigned to it by section 73; (Added 6
        of 1984 s. 2) "specified form" (指明格式), in relation to a
        particular provision of this Ordinance, means the appropriate form
        specified for the time being under section 2A, for the purposes of
        that provision; (Added 3 of 1997 s. 3) "Table A" (A表) means Table A
        in the First Schedule; "the time of the opening of the subscription
        lists" (開立認購名單的時間) has the meaning assigned to it by
        section 44A(1); (Added 6 of 1984 s. 2) "Unified Exchange"
        (聯合交易所) means the Unified Exchange established under
        section 27 of the Stock Exchanges Unification Ordinance ( Cap 361);
        (Added 10 of 1987 s. 2) "unlimited company" (無限公司) has the
        meaning assigned to it by section  4 (2); (Added 6 of 1984 s. 2.
        Amended 77 of 1991 s. 2) "unlisted company" (非上市公司) means a
        company which does not have any of its shares listed on the Unified
        Exchange. (Added 77 of 1991 s. 2) (Amended 1 of 1949 s. 22; 10 of 1987
        s. 2; 86 of 1992 s. 2)

(2) A person shall not be deemed to be within the meaning of any provision in
this Ordinance a person in accordance with whose directions or instructions
the directors of a company are accustomed to act, by reason only that the
directors of the company act on advice given by him in a professional
capacity.

(3) References in this Ordinance to a body corporate or to a corporation shall
be construed as not including a corporation sole but as including a company
incorporated outside Hong Kong. (Added 80 of 1974 s. 2)

(4) For the purposes of this Ordinance, a company shall, subject to the
provisions of subsection (6), be deemed to be a subsidiary of another company,
if-

   (a)  that other company-

        (i)    controls the composition of the board of directors of the
               first-mentioned company; or (Amended 6 of 1984 s. 2)

        (ii)   controls more than half of the voting power of the
               first-mentioned company; or

        (iii)  holds more than half of the issued share capital of the
               first-mentioned company (excluding any part of it which carries
               no right to participate beyond a specified amount in a
               distribution of either profits or capital); or

   (b)  the first-mentioned company is a subsidiary of any company which is
        that other company's subsidiary. (Added 80 of 1974 s. 2)

(5) For the purposes of subsection (4), the composition of a company's board
of directors shall be deemed to be controlled by another company if that other
company by the exercise of some power exercisable by it, without the consent
or concurrence of any other person, can appoint or remove all or a majority of
the directors, and, for the purposes of this provision, that other company
shall be deemed to have power to make such an appointment if-

   (a)  a person cannot be appointed as a director without the exercise in his
        favour by that other company of such a power; or

   (b)  a person's appointment as a director follows necessarily from his
        being a director or other officer of that other company. (Added 80 of
        1974 s. 2)

(6) In determining whether one company is a subsidiary of another company-

   (a)  any shares held or power exercisable by that other company in a
        fiduciary capacity shall be treated as not held or exercisable by it;

   (b)  subject to paragraphs (c) and (d), any shares held or power
        exercisable-

        (i)    by any person as a nominee for that other company (except where
               that other company is concerned only in a fiduciary capacity);
               or

        (ii)   by, or by a nominee for, a subsidiary of that other company,
               not being a subsidiary which is concerned only in a fiduciary
               capacity,
shall be treated as held or exercisable by that other company;

   (c)  any shares held or power exercisable by any person by virtue of the
        provisions of any debentures of the first-mentioned company or of a
        trust deed for securing any issue of such debentures shall be
        disregarded; and

   (d)  any shares held or power exercisable by, or by a nominee for, that
        other company or its subsidiary (not being held or exercisable as
        mentioned in paragraph (c)) shall be treated as not held or
        exercisable by that other company if the ordinary business of that
        other company or its subsidiary, as the case may be, includes the
        lending of money and the shares are held or power is exercisable as
        aforesaid by way of security only for the purposes of a transaction
        entered into in the ordinary course of that business. (Added 80 of
        1974 s. 2)

(7) A reference in this Ordinance to the holding company of a company shall be
read as a reference to a company of which that last-mentioned company is a
subsidiary. (Added 80 of 1974 s. 2)

(8) In subsections (4), (5), (6) and (7) the expression "company" ( 公司)
includes any body corporate or corporation. (Added 4 of 1976 s. 2)

(9) For the avoidance of doubt it is declared that a reference, in relation to
any purpose of this Ordinance, to any form, matter, particular or information
specified by the Registrar means, except where it is provided otherwise,
specified by him for the time being for that purpose. (Added 3 of 1997 s. 3)
[cf. 1929 c. 23 s. 380 U.K.] "accounts" (帳目) "agent" (代理人) "annual
return" (周年申報表) "articles" (章程細則) "authorized financial
institution" (認可財務機構) "book and paper" (簿冊及文據) and "book
or paper" (簿冊或文據) "Commission" (監察委員會) "company" (公司)
"company limited by guarantee" (擔保有限公司) and "company limited by
shares" (股份 有限公司) "contributory" (分擔人) "court"
(法院、法庭) "creditors' voluntary winding up" (債權人自動清盤)
"debenture" (債權證) "default fine" (失責罰款) "director" (董事)
"document" (文件) "Exchange Company" (交易所) "existing company"
(現有公司) "financial year" (財政年度) "general rules" (一般規則)
"group accounts" (集團帳目) "group of companies" (公司集團) "issued
generally" (公開發出) "liquidator" (清盤人) "listed company"
(上市公司) "members voluntary winding up" (成員自動清盤)
"memorandum" (章程大綱) "the minimum subscription" (最低認購額)
"officer" (高級人員) "officer who is in default" (失責高級人員)
"Official Receiver" (破產管理署署長) "oversea company" (海外公司)
"prescribed" (訂明) "printed" (印刷、印製) "private company"
(私人公司) "prospectus" (招股章程) "Registrar" (處長) "Registrar's
index of company names" (處長公司名稱索引) "resolution for reducing
share capital" (股本減少決議) "a resolution for voluntary winding up"
(自動清盤決議) "share" (股、股份) "share warrant" (認股權證)
"specified form" (指明格式) "Table A" (A表) "the time of the opening of
the subscription lists" (開立認購名單的時間) "Unified Exchange"
(聯合交易所) "unlimited company" (無限公司) "unlisted company"
(非上市公司)