Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 25A

Power to alter conditions in memorandum which could have been contained in articles

(Past version on 30/06/1997).

(1) Subject to the provisions of sections 25 and 168A, any condition contained
in a company's memorandum which could lawfully have been contained in articles
of association instead of in the memorandum may, subject to the provisions of
this section, be altered by the company by special resolution: Provided that,
where a private company passes such a resolution, an application may be made
to the court for the alteration to be cancelled, and if such an application is
made, the alteration shall not have effect except in so far as it is confirmed
by the court. (Amended 28 of 2003 s. 10)

(2) This section shall not apply where the memorandum itself provides for or
prohibits the alteration of all or any of the said conditions, and shall not
authorize any variation or abrogation of the special rights of any class of
members.

(3) Where a private company passes a resolution under this section altering
any condition contained in its memorandum, subsections (2)(a),

(3), (4), (7) and (8) of section 8 shall apply in relation to the alteration
and to any application made under this section in the same manner as they
apply in relation to alterations and to applications made under section 8.
(Replaced 28 of 2003 s. 10)

(3A) Where a company (not being a private company) passes a resolution under
this section altering any condition contained in its memorandum, subsections
(7A) and (8) of section 8 shall apply in relation to the alteration made under
this section in the same manner as they apply in relation to alterations made
under section 8. (Added 28 of 2003 s. 10)

(4) This section shall apply to a company's memorandum whether registered
before or after the commencement* of the Companies (Amendment) Ordinance 1984
(6 of 1984).

(5) In relation to a resolution for altering any condition contained in a
company's memorandum that is passed by a company (whether a private company or
not) under this section before the commencement** of section 10 of the
Companies (Amendment) Ordinance 2003 (28 of 2003), the provisions of this
section in force immediately before that commencement shall continue to have
effect as if section 10 of that Ordinance had not been enacted. (Added 28 of
2003 s. 10) (Added 6 of 1984 s. 14) [cf. 1948 c. 38 s. 23 U.K.]
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_____ Note:

* Commencement date: 31 August 1984.

** Commencement date: 13 February 2004.