1964_COMPANIES_ORDINANCE — Page 192

HK Historical Laws 香港歷史法例 All AI Reviewed

CAP. 32]

Section

Companies

General Provisions with respect to Memorandum and Articles

[1984 Ed.

Page 23]

23. Effect of memorandum and articles 35

24. Provision as to memorandum and articles of companies limited by guarantee 35

25. Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent 35

25A. Power to alter conditions in memorandum which could have been contained in articles 35

26. Copies of memorandum and articles to be given to members 36

27. Issued copies of memorandum to embody alterations 36

Membership of Company

28. Definition of member 36

28A. Membership of holding company 37

Private Companies

29. Meaning of private company 38

30. Circumstances in which company ceases to be or to enjoy privileges of a private company 38

Reduction of Number of Members below Legal Minimum

31. Liability for debts where business carried on without minimum number of members 39

Contracts, etc.

32. Form of contracts 40

32A. Pre-incorporation contracts 40

33. Bills of exchange and promissory notes 41

34. Execution of deeds abroad 41

35. Power for company to have official seal for use abroad 41

Authentication of Documents

36. Authentication of documents 41

PART II

SHARE CAPITAL AND DEBENTURES

Prospectus

37. Dating of prospectus 42

38. Specific requirements as to particulars in prospectus 42

38A. Exclusion of section 38 and relaxation of Third Schedule in case of certain prospectuses 44

38B. Advertisements concerning prospectuses 44

38C. Expert's consent to issue of prospectus containing statement by him 45

38D. Registration of prospectus 45

39. [Repealed] 47

40. Civil liability for misstatements in prospectus 47

40A. Criminal liability for misstatements in prospectus 50

41. Document containing offer of shares or debentures for sale to be deemed prospectus 50

41A. Interpretation of provisions relating to prospectuses 51


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CAP. 32] Section Companies General Provisions with respect to Memorandum and Articles [1984 Ed. Page 23] 23. Effect of memorandum and articles 35 24. Provision as to memorandum and articles of companies limited by guarantee 35 25. Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent 35 25A. Power to alter conditions in memorandum which could have been contained in articles 35 26. Copies of memorandum and articles to be given to members 36 27. Issued copies of memorandum to embody alterations 36 Membership of Company 28. Definition of member 36 28A. Membership of holding company 37 Private Companies 29. Meaning of private company 38 30. Circumstances in which company ceases to be or to enjoy privileges of a private company 38 Reduction of Number of Members below Legal Minimum 31. Liability for debts where business carried on without minimum number of members 39 Contracts, etc. 32. Form of contracts 40 32A. Pre-incorporation contracts 40 33. Bills of exchange and promissory notes 41 34. Execution of deeds abroad 41 35. Power for company to have official seal for use abroad 41 Authentication of Documents 36. Authentication of documents 41 PART II SHARE CAPITAL AND DEBENTURES Prospectus 37. Dating of prospectus 42 38. Specific requirements as to particulars in prospectus 42 38A. Exclusion of section 38 and relaxation of Third Schedule in case of certain prospectuses 44 38B. Advertisements concerning prospectuses 44 38C. Expert's consent to issue of prospectus containing statement by him 45 38D. Registration of prospectus 45 39. [Repealed] 47 40. Civil liability for misstatements in prospectus 47 40A. Criminal liability for misstatements in prospectus 50 41. Document containing offer of shares or debentures for sale to be deemed prospectus 50 41A. Interpretation of provisions relating to prospectuses 51
Baseline (Original)
2 CAP. 32] Section Companies General Provisions with respect to Memorandum and Articles [1984 Ed. Page 23. Effect of memorandum and articles 35 24. 25. Provision as to memorandum and articles of companies limited by guarantee Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent 35 35 25A. Power to alter conditions in memorandum which could have been contained in articles 35 26. 27. Copies of memorandum and articles to be given to members ... Issued copies of memorandum to embody alterations 36 36 Membership of Company 28. Definition of member 28A. Membership of holding company 25 36 37 Private Companies 29. Meaning of private company 38 30. Circumstances in which company ceases to be or to enjoy privileges of a private company 38 Reduction of Number of Members below Legal Minimun 31. Liability for debts where business carried on without minimum number of members 39 Contracts, etc. 32. Form of contracts... 40 32A. Pre-incorporation contracts... 40 33. Bills of exchange and promissory notes 41 34. Execution of deeds abroad 41 35. Power for company to have official seal for use abroad 41 Authentication of Documents 36. Authentication of documents 41 PART II SHARE CAPITAL AND DEBENTURES Prospectus 37. Dating of prospectus 42 + 38. Specific requirements as to particulars in prospectus 42 38A. Exclusion of section 38 and relaxation of Third Schedule in case of certain prospectuses 44 38B. Advertisements concerning prospectuses 44 38C. Expert's consent to issue of prospectus containing statement by him 45 38D. Registration of prospectus 45 39. [Repealed] 47 40. Civil liability for misstatements in prospectus 47 40A. Criminal liability for misstatements in prospectus 50 41. Document containing offer of shares or debentures for sale to be deemed prospectus 50 41A. Interpretation of provisions relating to prospectuses 51 ( (
2026-05-04 10:55:09 · Baseline
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2

CAP. 32]

Section

Companies

General Provisions with respect to Memorandum and Articles

[1984 Ed.

Page

23.

Effect of memorandum and articles

35

24.

25.

Provision as to memorandum and articles of companies limited by guarantee Alterations in memorandum or articles increasing liability to contribute to share

capital not to bind existing members without consent

35

35

25A.

Power to alter conditions in memorandum which could have been contained in

articles

35

26.

27.

Copies of memorandum and articles to be given to members ... Issued copies of memorandum to embody alterations

36

36

Membership of Company

28.

Definition of member

28A.

Membership of holding company

25

36

37

Private Companies

29.

Meaning of private company

38

30.

Circumstances in which company ceases to be or to enjoy privileges of a private

company

38

Reduction of Number of Members below Legal Minimun

31.

Liability for debts where business carried on without minimum number of

members

39

Contracts, etc.

32.

Form of contracts...

40

32A.

Pre-incorporation contracts...

40

33.

Bills of exchange and promissory notes

41

34.

Execution of deeds abroad

41

35.

Power for company to have official seal for use abroad

41

Authentication of Documents

36.

Authentication of documents

41

PART II

SHARE CAPITAL AND DEBENTURES

Prospectus

37.

Dating of prospectus

42

+

38.

Specific requirements as to particulars in prospectus

42

38A.

Exclusion of section 38 and relaxation of Third Schedule in case of certain

prospectuses

44

38B.

Advertisements concerning prospectuses

44

38C.

Expert's consent to issue of prospectus containing statement by him

45

38D.

Registration of prospectus

45

39.

[Repealed]

47

40.

Civil liability for misstatements in prospectus

47

40A.

Criminal liability for misstatements in prospectus

50

41.

Document containing offer of shares or debentures for sale to be deemed

prospectus

50

41A.

Interpretation of provisions relating to prospectuses

51

( (

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