166
CAP. 32]
Companies
[1984 Ed.
Prohibition of tax-free payments to directors.
1948 € 38. s 189
(6 of 1984) [*31.8.84.]
(Cap 112)
Prohibition of loans to directors, etc.
[cf. 1980 c. 22.
ss. 49, 50 & 51.)
(Cap 155)
(Cap. 328.)
Tenth Schedule.
1984; and the conduct to which regard may be had under paragraph (b) of that subsection does not include conduct as director of a company that has gone into liquidation before that date.
{ Added, 6 of 1984, s. 114)
157G. (1) No company shall pay a director remuneration (whether as director or otherwise) free of tax or otherwise calculated by reference to or varying with the amount of his tax or to or with the rate of tax except under a contract which was in force on the commencement* of the Companies (Amendment) Ordinance 1984 and provides expressly, and not by reference to the articles, for payment of remuneration as aforesaid.
(2) Any provision contained in a company's articles or in any contract other than such a contract as aforesaid, or in any resolution of a company or a company's directors, for payment to a director of remuneration as aforesaid shall have effect as if it provided for payment, as a gross sum subject to tax, of the net sum for which it actually provides.
(3) In this section "tax" means salaries tax or provisional salaries tax chargeable under the Inland Revenue Ordinance.
(4) This section shall not apply to remuneration due before the date of commencement of the Companies (Amendment) Ordinance 1984 or in respect of a period before that date.
157H. (1) In this section-
"company" means any of the following-
(a) a company;
(b) any other body corporate---
( Added, 6 of 1984, s. 114)
(i) incorporated in Hong Kong under an Ordinance; and
(ii) in the case of which shares are listed on a recognized stock exchange.
but does not include bank licensed under the Banking Ordinance or a deposit-taking company licensed or registered under the Deposit-taking Companies Ordinance:
“net assets", in relation to a company, means the aggregate of the company's assets less the aggregate of its liabilities, and for the purposes of this definition “liabilities” includes any provision within the meaning of the Tenth Schedule except to the extent that that provision is taken into account in calculating the value of any asset of the company.
(2) Subject to this section, a company shall not, directly or indirectly
(a) make a loan to a director of the company or of its holding company: