Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 23

Effect of memorandum and articles

(Past version on 30/06/1997).

General Provisions with respect to Memorandum and Articles

(1) Subject to the provisions of this Ordinance, the memorandum and articles
shall, when registered, have effect as a contract under seal-

   (a)  between the company and each member; and

   (b)  between a member and each other member, and shall be deemed to contain
        covenants on the part of the company and of each member to observe all
        the provisions of the memorandum and articles. (Replaced 28 of 2003 s.
        9)

(1A) Without limiting the generality of subsection (1), the memorandum and
articles shall, when registered, be enforceable by the company against each
member and by a member against the company and against each other member.
(Added 28 of 2003 s. 9)

(2) All money payable by any member to the company under the memorandum or
articles shall be a debt due from him to the company, and be of the nature of
a specialty debt. [cf. 1929 c. 23 s. 20 U.K.]