Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 4

Mode of forming incorporated company

(Past version on 13/02/2004).
(Past version on 30/06/1997).

PART I

INCORPORATION OF COMPANIES AND MATTERS INCIDENTAL THERETO

Memorandum of Association

(1) Any one or more persons may, for any lawful purpose, by signing his or
their name or names on a memorandum of association (which must be printed in
the English or Chinese language) and otherwise complying with the requirements
of this Ordinance in respect of registration, form an incorporated company,
with or without limited liability. (Amended 6 of 1984 s. 4; 83 of 1995 s. 2;
28 of 2003 s. 4; 30 of 2004 s. 2)

(2) Such a company may be either-

   (a)  a company having, or deemed by virtue of subsection (3) to have, the
        liability of its members limited by the memorandum to the amount, if
        any, unpaid on the shares respectively held by them (in this Ordinance
        termed a company limited by shares); or (Amended 6 of 1984 s. 4)

   (b)  a company having the liability of its members limited by the
        memorandum to such amount as the members may respectively thereby
        undertake to contribute to the assets of the company in the event of
        its being wound up (in this Ordinance termed a
        company limited by guarantee); or

   (c)  a company not having any limit on the liability of its members

(in this Ordinance termed an unlimited company).

(3) A company whose memorandum contains a condition in accordance with the
fourth paragraph of the form set out in Table B in the First Schedule shall be
deemed to be, and, in the case of such a company registered at the
commencement* of the Companies (Amendment) Ordinance 1984 (6 of 1984), always
to have been, a company having the liability of its members limited by the
memorandum to the amount, if any, unpaid on the shares respectively held by
them. (Added 6 of 1984 s. 4)

(4) With effect from the commencement** of section 4(2) of the Companies
(Amendment) Ordinance 2003 (28 of 2003), a company cannot be formed as, or
become, a company limited by guarantee with a share capital. (Added 28 of 2003
s. 4) [cf. 1929 c. 23 s. 1 U.K.]
___________________________________________________________________________
______________ Note:

* Commencement date: 31 August 1984.

** Commencement date: 13 February 2004.