Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 30

Circumstances in which company ceases to be or to enjoy privileges of a private company

(Past version on 30/06/1997).

Adaptation amendments retroactively made - see 23 of 1999 s. 3

(1) If a company, being a private company, alters its articles in such manner
that they no longer include the provisions which, under section 29, are
required to be included in the articles of a company in order to constitute it
a private company, the company shall, as on the date of the alteration, cease
to be a private company and shall, within a period of 14 days after the said
date, deliver to the Registrar for registration a prospectus or a statement in
lieu of prospectus in the form and containing the particulars set out in Part
I of the Second Schedule and, in the cases mentioned in Part II of that
Schedule setting out the reports specified therein, and the said Parts I and
II shall have effect subject to the provisions contained in Part III of that
Schedule. (Amended 78 of 1972 s. 3)

(1A) Every statement in lieu of prospectus delivered under subsection (1)
shall, where the persons making any report required by Part II of the Second
Schedule have made therein or have, without giving the reasons, indicated
therein any such adjustments as are mentioned in paragraph 5 of the Second
Schedule, have endorsed thereon or attached thereto a written statement signed
by those persons setting out the adjustments and giving the reasons therefor.
(Added 78 of 1972 s. 3)

(2) If default is made in complying with subsection (1) or (1A), the company
and every officer of the company who is in default shall be liable to a
default fine. (Amended 78 of 1972 s. 3; 7 of 1990 s. 2)

(2A) Where a statement in lieu of prospectus delivered to the Registrar under
subsection (1) includes any untrue statement, any person who authorized the
delivery of the statement, in lieu of prospectus for registration shall be
liable to imprisonment and a fine, unless he proves either that the untrue
statement was immaterial or that he had reasonable ground to believe and did
up to the time of the delivery for registration of the statement in lieu of
prospectus believe that the untrue statement was true. (Added 78 of 1972 s.3.
Amended 7 of 1990 s. 2)

(2B) For the purposes of this section-

   (a)  a statement included in a statement in lieu of prospectus shall be
        deemed to be untrue if it is misleading in the form and context in
        which it is included; and

   (b)  a statement shall be deemed to be included in a statement in lieu of
        prospectus if it is contained therein or in any report or memorandum
        appearing on the face thereof or by reference incorporated therein.
        (Added 78 of 1972 s. 3)

(2C) The Chief Executive in Council may by regulation amend the Second
Schedule. (Added 78 of 1972 s. 3. Amended 23 of 1999 s. 3)

(3) Where the articles of a company include the provisions aforesaid but
default is made in complying with any of those provisions, the company shall
cease to be entitled to the privileges and exemptions conferred on private
companies under the provisions contained in sections  109 (3) and 141D, and
thereupon the said provisions shall apply to the company as if it were not a
private company: (Amended 6 of 1984 s. 18) Provided that the court, on being
satisfied that the failure to comply with the conditions was accidental or due
to inadvertence or to some other sufficient cause, or that on other grounds it
is just and equitable to grant relief, may, on the application of the company
or any other person interested and on such terms and conditions as seem to the
court just and expedient, order that the company be relieved from such
consequences as aforesaid. [cf. 1929 c. 23 s. 27 U.K.]