Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 22

Change of name

(Past version on 30/06/1997).

(1) A company may by special resolution change its name.

(1A) Where a company passes a special resolution changing its name, it shall,
within 15 days after the passing of the resolution, give notice in the
specified form of the change of its name to the Registrar. (Added 28 of 2003
s. 7)

(1B) If a company fails to comply with subsection (1A), the company and every
officer of the company who is in default is liable to a fine and, for
continued default, to a daily default fine. (Added 28 of 2003 s. 7)

(2) Where a company has been registered by a name which-

   (a)  is the same as or, in the opinion of the Registrar, too like a name
        appearing at the time of the registration in the Registrar's index of
        company names;

   (b)  is the same as or, in the opinion of the Registrar, too like a name
        which should have appeared in that index at that time; or

   (c)  is the same as or, in the opinion of the Registrar, too like the name
        of a body corporate incorporated or established under any Ordinance at
        the time of the registration, the Registrar may within 12 months of
        that time, in writing, direct the company to change its name within
        such period as he may specify.

(3) Section 20(3) applies in determining under subsection (2) whether a name
is the same as or too like another.

(4) If it appears to the Registrar that misleading information has been given
for the purpose of a company's registration by a particular name, or that
undertakings or assurances have been given for that purpose and have not been
fulfilled, he may within 5 years of the date of its registration by that name
direct, in writing, the company to change its name within such period as he
may specify.

(5) Where a direction is given under subsection (2) or (4), the Registrar may
by a further direction in writing extend the period within which the company
is to change its name, at any time before the end of that period.

(6) A company which fails to comply with a direction under this section and
every officer of the company who is in default shall be liable to-

   (a)  a fine and, in the case of an individual, imprisonment; and

   (b)  for continued default, a daily default fine.

(7) Where a company gives notice of a change of its name to the Registrar
under subsection (1A), the Registrar shall, subject to section  20 -

   (a)  enter the new name on the register in place of the former name; and

   (b)  issue a certificate of change of name, and the change of name shall
        have effect from the date on which the certificate is issued.
        (Replaced 28 of 2003 s. 7)

(8) A change of name by a company under this section does not affect any
rights or obligations of the company or render defective any legal proceedings
by or against it and any legal proceedings that could have been commenced or
continued against it by its former name may be commenced or continued against
it by its new name. (Replaced 60 of 1990 s. 5) [cf. 1985 c. 6 s. 28 U.K.]