Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 93

Publication of name of company

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

(1) Every company-

   (a)  shall paint or affix, and keep painted or affixed, its name on the
        outside of every office or place in which its business is carried on,
        in a conspicuous position, in legible characters; (Amended 3 of 1997
        s. 29)

   (b)  shall have as its common seal a metallic seal on which it shall have
        its name engraven in legible characters; (Replaced 6 of 1984 s. 57)

   (c)  shall have its name mentioned in legible characters in all business
        letters of the company and in all notices and other official
        publications of the company, and in all contracts, deeds, bills of
        exchange, promissory notes, endorsements, cheques and orders for money
        or goods purporting to be signed by or on behalf of the company, and
        in all consignment notes, invoices, receipts and letters of credit of
        the company; (Replaced 6 of 1984 s. 57)

   (d)  shall mention in legible characters in all documents in which the
        company is required under paragraph (c) to have its name mentioned-

        (i)    in the case of a limited company exempt from the obligation to
               use the word "Limited" or the expression in Chinese
               "有限公司" or both such word and expression, as the case
               may be, as part of its name as part of its name, the fact that
               it is incorporated with limited liability; (Amended 3 of 1997
               s. 29)

        (ii)   in the case of an unlimited company, the fact that it is
               incorporated without limited liability. (Added 6 of 1984 s. 57)

(2) Every limited company registered by a name in English only

(other than a company licensed to be registered without the addition of the
word "Limited" to its name)- (Amended 3 of 1997 s. 29)

   (a)  which exhibits outside or inside its registered office or outside or
        inside any office or place in which its business is carried on; or

   (b)  which uses on its seal; or

   (c)  which uses in any business letter of the company or in any notice or
        other official publication of the company, or in any contract, deed,
        bill of exchange, promissory note, endorsement, cheque, or order for
        money or goods purporting to be signed by or on behalf of the company,
        or in any consignment note, invoice, receipt or letter of credit of
        the company, (Replaced 6 of 1984 s. 57) any name of or for the company
        in Chinese characters, whether such name be a transliteration or
        translation of its name in the memorandum or not, shall append to such
        name so used in Chinese characters the Chinese characters
        有限公司: (Amended 24 of 1935 s. 2) Provided that it shall be
        lawful for the Registrar by licence to direct that such company shall
        be exempted, wholly or in part, from the requirements of this
        subsection, and to revoke any such licence. (Amended 1 of 1949 s. 11)

(2A) Every limited company registered by a name in Chinese only

(other than a company licensed to be registered without the addition of the
expression in Chinese "有限公司" to its name)-

   (a)  which exhibits outside or inside its registered office or outside or
        inside any office or place in which its business is carried on; or

   (b)  which uses on its seal; or

   (c)  which uses in any business letter of the company or in any notice or
        other official publication of the company, or in any contract, deed,
        bill of exchange, promissory note, endorsement, cheque, or order for
        money or goods purporting to be signed by or on behalf of the company,
        or in any consignment note, invoice, receipt or letter of credit of
        the company, any name of or for the company in English, whether such
        name be a transliteration or translation of its name in the memorandum
        or not, shall append to such name so used in English the word
        "Limited". (Added 3 of 1997 s. 29)

(2B) Notwithstanding subsection (2A), it shall be lawful for the Registrar by
licence to direct that such company shall be exempted, wholly or in part, from
the requirements of that subsection, and to revoke any such licence. (Added 3
of 1997 s. 29)

(3) If a company does not paint or affix its name in manner directed by this
Ordinance, the company and every officer of the company who is in default
shall be liable to a fine and if a company does not keep its name painted or
affixed in manner so directed, the company and every officer of the company
who is in default shall be liable to a default  fine. (Amended 7 of 1990 s. 2)

(4) If a company fails to comply with any of the provisions of subsection (1),
other than paragraph (a) thereof, and subsection (2) the company shall be
liable to a fine. (Replaced 6 of 1984 s. 57. Amended 7 of 1990 s. 2)

(5) If any officer of a company, or any person on its behalf-

   (a)  uses or authorizes the use of any seal purporting to be a seal of the
        company which is not a metallic seal or whereon its name is not so
        engraven as aforesaid; or

   (b)  issues or authorizes the issue of any business letter of the company
        or any notice or other official publication of the company, or signs
        or authorizes to be signed on behalf of the company any contract,
        deed, bill of exchange, promissory note, endorsement, cheque or order
        for money or goods, wherein its name is not mentioned in manner
        aforesaid; or (Replaced 6 of 1984 s. 57)

   (c)  issues or authorizes the issue of any consignment note, invoice,
        receipt, or letter of credit of the company, wherein its name is not
        mentioned in manner aforesaid, he shall be liable to a fine and shall
        further be personally liable to the holder of the bill of exchange,
        promissory note, cheque, or order for money or goods, for the amount
        thereof, unless it is duly paid by the company. (Amended 22 of 1950
        Schedule; 7 of 1990 s. 2)

(6) Until the expiration of a period of 12 months from the date of
commencement* of the Companies (Amendment) Ordinance 1984 (6 of 1984),
subsections (1)(b) and (5)(a) as amended by that Ordinance shall have effect
in relation to any company registered at that date as if-

   (a)  in subsection (1)(b), for the words "metallic seal" there were
        substituted the word "seal";

   (b)  in subsection (5)(a), the words "which is not a metallic seal or" were
        omitted. (Added 6 of 1984 s. 57) (Amended 6 of 1984 s. 57) [cf. 1929
        c. 23 s. 93 U.K.]
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* Commencement date: 31 August 1984.