1984 Ed.]
Companies
(c) the directors of a company.
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the resolution shall for all purposes be treated as having been passed on the date on which it was in fact passed, and shall not be deemed to have been passed on any earlier date.
119. (1) Every company shall cause minutes of all proceedings at general meetings and at meetings of its directors to be entered in books kept for that purpose. (Replaced, 6 of 1984, s. 84)
(2) Any such minute if purporting to be signed by the chairman of the meeting at which the proceedings were had, or by the chairman of the next succeeding meeting, shall be evidence of the proceedings.
(3) Where minutes have been made in accordance with the provisions of this section of the proceedings at any general meeting of the company or meeting of directors or managers, then, until the contrary is proved, the meeting shall be deemed to have been duly held and convened, and all proceedings had thereat to have been duly had, and all appointments of directors, managers, or liquidators, shall be deemed to be valid.
(4) If a company fails to comply with subsection (1), the company and every officer of the company who is in default shall be liable to a default fine. (Added, 6 of 1984, s. 84)
2
119A. (1) The books containing the minutes of proceedings of any general meeting of a company, any meeting of directors or any meeting of managers, shall be kept at the registered office of the company:
Provided that-
(a) if the work of making up the books is done at an office of the company other than the registered office of the company, they may be kept at that other office; and
(b) if the company arranges with some other person for the making up of the books to be undertaken on behalf of the company by that other person, they may be kept at the office of that other person at which the work is done,
so, however, that they shall not be kept at a place outside Hong Kong.
(2) Every company shall send notice to the Registrar in the prescribed form of the place where the books containing the minutes of proceedings of any meeting referred to in subsection (1) are kept and of any change in that place:
Provided that a company shall not be bound to send such notice where the said books have, at all times since they came into existence or, in the case of any such books in existence at the commencement* of the Companies (Amendment) Ordinance 1984, at all times since then, been kept at the registered office of the company.
Minutes of proceedings of meetings and directors.
1929 c. 23, s. 120.
Place where minute books to be kept and notice of change of place.
(6 of 1984.) [*31.8.84.]