Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 5

Requirements with respect to memorandum

(Past version on 30/06/1997).

(1) The memorandum of every company limited by shares or by guarantee must
state the name of the company and-

        (a)	if the name is in English, with "Limited" as the last word of 
the name;

   (b)  if the name is in Chinese, with "有限公司" as the last 4 Chinese
        characters of the name; and

        (c)	if the name is both in English and Chinese, with "Limited" as 
the last word of the name in English and "有限公司" as the last 4 Chinese
characters of the name in Chinese respectively. (Replaced 3 of 1997 s. 5)

(1A) The-

   (a)  memorandum of-

        (i)    an association referred to in section 21(1) must state the
               objects of the association; and

        (ii)   a company which is authorized to change its name under section 
               21 (2) must state the objects of the company; and

   (b)  memorandum of any other company may state the objects of the company.
        (Added 3 of 1997 s. 5)

(1B) Subsection (1A) does not affect any requirement relating to the
memorandum of a company specified in or under any other enactment. (Added 3 of
1997 s. 5)

(2) The memorandum of a company limited by shares or by guarantee must also
state that the liability of its members is limited.

(3) The memorandum of a company limited by guarantee must also state that each
member undertakes to contribute to the assets of the company in the event of
its being wound up while he is a member, or within one year after he ceases to
be a member, for payment of the debts and liabilities of the company
contracted before he ceases to be a member, and of the costs, charges, and
expenses of winding up, and for adjustment of the rights of the contributories
among themselves, such amount as may be required, not exceeding a specified
amount.

(4) In the case of a company having a share capital-

   (a)  the memorandum must also, unless the company is an unlimited  company,
        state the amount of share capital with which the company proposes to
        be registered and the division thereof into shares of a fixed amount;

   (b)  no founder member may take less than one share;

   (c)  each founder member must write opposite to his name the number of
        shares he takes. (Amended 30 of 2004 s. 2)

(5) The powers of a company formed on or after the commencement* of the
Companies (Amendment) Ordinance 1984 (6 of 1984) shall include, unless
expressly excluded or modified by the memorandum or articles, the powers set
forth in the Seventh Schedule. (Added 6 of 1984 s. 5) [cf. 1929 c. 23 s. 2
U.K.]
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* Commencement date: 31 August 1984.