Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 45

Return as to allotments

Caution: This is a past version. See the current version here.

(1) Whenever a company limited by shares or a company limited by  guarantee
and having a share capital makes any allotment of its shares, the company
shall within 8 weeks thereafter deliver to the Registrar for registration-

   (a)  a return of the allotments in the specified form, in English or
        Chinese, stating the number and nominal amount of the shares comprised
        in the allotment, the names, addresses and the occupations or
        descriptions of the allottees, and the amount, if any, paid or due and
        payable on each share whether on account of the nominal value of the
        share or by way of premium; and (Replaced 6 of 1984 s. 24. Amended 83
        of 1995 s. 8; 3 of 1997 s. 11)

   (b)  in the case of shares allotted as fully or partly paid up otherwise
        than in cash, or allotted in consideration of a premium paid or
        payable wholly or partly otherwise than in cash, a contract in writing
        constituting the title of the allottee to the allotment together with
        any contract for sale, or for services or other consideration in
        respect of which that allotment was made, such contracts being duly
        stamped, and a return stating the number and nominal amount of shares
        so allotted, the extent to which they are to be treated as paid up,
        the extent to which premium paid or payable wholly or partly otherwise
        than in cash is to be treated as paid, and the consideration for which
        they have been allotted. (Replaced 80 of 1975 s. 2)

(1A) Notwithstanding subsection (1)-

   (a)  where shares are allotted credited as fully or partly paid up
        otherwise than in cash in pursuance of a scheme of arrangement under
        section 166, the delivery to the Registrar under that section of an
        office copy of the order of the court sanctioning the scheme shall be
        a sufficient compliance with the requirements of subsection (1)(b);

   (b)  where shares are allotted credited as fully paid up on a
        capitalization, the delivery by the company to the Registrar of a copy
        of the resolution authorizing the allotment shall be a sufficient
        compliance with the requirements of subsection (1)(b). (Added 6 of
        1984 s. 24)

(2) Where such a contract as mentioned in subsection (1)(b) is not reduced to
writing, the company shall within 8 weeks after the allotment deliver to the
Registrar for registration the particulars of the contract specified in that
subsection, and the Registrar may, as a condition of filing the particulars,
require that the duty payable thereon be adjudicated under section 13 of the
Stamp Duty Ordinance ( Cap 117). (Amended 31 of 1981 s. 65; 6 of 1984 s. 24; 3
of 1997 s. 11)

(3) If default is made in complying with this section, the company and every
officer of the company who is in default shall be liable to a default fine
and, for continued default, to a daily default fine: (Amended 6 of 1984 s. 24;
7 of 1990 s. 2) Provided that, in case of default in delivering to the
Registrar any document within 8 weeks after the allotment any document
required to be delivered by this section, the company, or any person liable
for the default, may apply to the court for relief, and the court, if
satisfied that the omission to deliver the document was accidental or due to
inadvertence or that it is just and equitable to grant relief, may make an
order extending the time for the delivery of the document for such period as
the court may think proper. [cf. 1929 c. 23 s. 42 U.K.]