Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 21

Power to dispense with certain words in name of charitable and other companies

(Past version on 30/06/1997).

(1) Where it is proved to the satisfaction of the Registrar that an
association about to be formed as a limited company is to be formed for
promoting commerce, art, science, religion, charity or any other useful
object, and intends to apply its profits, if any, or other income in promoting
its objects, and to prohibit the payment of any dividend to its members, the
Registrar may by licence direct that the association may be registered as a
company with limited liability, without the addition of-

   (a)  if the name of the association is in English, the word

"Limited" to its name;

   (b)  if the name of the association is in Chinese, the expression in
        Chinese "有限公司" to its name; and

   (c)  if the name of the association is both in English and Chinese, such
        word and expression to its name in English and Chinese respectively,
        and the association may be registered accordingly and shall, on
        registration, enjoy all the privileges and (subject to the provisions
        of this section) be subject to all the obligations of limited
        companies. (Replaced 3 of 1997 s. 9)

(2) Where it is proved to the satisfaction of the Registrar-

   (a)  that the objects of a company registered under this Ordinance as a
        limited company are restricted to those specified in subsection (1)
        and to objects incidental or conducive thereto; and

   (b)  that by its constitution the company is required to apply its profits,
        if any, or other income in promoting its objects and is prohibited
        from paying any dividend to its members, the Registrar may by licence
        authorize the company to make by special resolution a change in its
        name including or consisting of the omission of
the word "Limited" or the expression in Chinese "有限公司" or both such
word and expression, as the case may be, and subsections (4) and (5) of
section  22 shall apply to a change of name under this subsection as they
apply to a change of name under that section. (Amended 3 of 1997 s. 9)

(3) A licence by the Registrar under this section may be granted on such
conditions and subject to such regulations as the Registrar thinks fit, and
those conditions and regulations shall be binding on the body to which the
licence is granted, and (where the grant is under subsection

(1)) shall, if the Registrar so directs, be inserted in the memorandum and
articles, or in one of those documents.

(4) A body to which a licence is granted under this section shall be exempted
from the provisions of this Ordinance relating to the use of
the word "Limited" or the expression in Chinese "有限公司" or both such
word and expression, as the case may be, as any part of its name, the
publishing of its name and the sending of lists of members to the Registrar.
(Amended 3 of 1997 s. 9)

(5) A licence under this section may at any time be revoked by the Registrar,
and upon revocation the Registrar shall, where the name upon the register of
the body to which it was granted is-

        (a)	in English, enter the word "Limited" at the end of that name;


   (b)  in Chinese, enter the expression in Chinese "有限公司" at the end
        of that name; or

   (c)  both in English and Chinese, enter such word and expression at the end
        of its name in English and Chinese respectively, and the body shall
        cease to enjoy the exemptions and privileges or, as the case may be,
        the exemptions granted by this section: Provided that before a licence
        is so revoked, the Registrar shall give to the body notice in writing
        of his intention, and shall afford it an opportunity of being heard in
        opposition to the revocation. (Amended 3 of 1997 s. 9)

(6) A body in respect of which a licence under this section is in force shall
not have power to alter its memorandum or articles unless-

   (a)  (Repealed 46 of 2000 s. 3)

   (b)  the proposed alteration is approved in writing by the Registrar.

(7) Where a body in respect of which a licence under this section is in force
alters its memorandum or articles, the Registrar may (unless he sees fit to
revoke the licence) vary the licence by making it subject to such conditions
and regulations as the Registrar thinks fit, in lieu of or in addition to the
conditions and regulations, if any, to which the licence was formerly subject.

(8) Where a licence granted under this section to a body the name
of which contains the words "Chamber of Commerce" or the expression in Chinese
"總商會" is revoked, the body shall within a period of 6 weeks from the
date of revocation or such longer period as the Registrar may think fit to
allow, change its name to a name which does not contain those words, and -
(Amended 3 of 1997 s. 9)

   (a)  the notice to be given under the proviso to subsection (5) to that
        body shall include a statement to the effect of the foregoing
        provisions of this subsection; and

   (b)  subsections (4) and (5) of section 22 shall apply to a change of name
        under this subsection as they apply to a change of name under that
        section.

(9) If a body referred to in subsection (8) makes default in complying with
the requirements of that subsection, it shall be liable to a fine and, for
continued default, to a daily default fine. (Amended 7 of 1990 s. 2)

(10) Without prejudice to section 23 of the Interpretation and 
General Clauses Ordinance ( Cap 1), this section shall apply in relation to
any body in respect of which a licence (being a licence granted under this
Ordinance in respect of the registration of that body as a company with
limited liability without the addition of the word "Limited" to its name) is
in force at the commencement of the Companies (Amendment) Ordinance 1978 (51
of 1978) as if such licence had been granted under this section after the
commencement of that Ordinance. (Replaced 51 of 1978 s. 2) [cf. 1948 c. 38 s.
19 U.K.]