1964_COMPANIES_ORDINANCE — Page 237

HK Historical Laws 香港歷史法例 All AI Reviewed

1984 Ed.]

Companies

[CAP. 32

21

"Registrar" means the Registrar of Companies appointed under section 303; (Replaced, 6 of 1984, s. 2)

"resolution for reducing share capital" has the meaning assigned to it by section 58(2); (Added, 6 of 1984, s. 2)

"a resolution for voluntary winding up" has the meaning assigned to it by section 228(2); (Added, 6 of 1984, s. 2)

"share" means share in the share capital of a company, and includes stock except where a distinction between stock and shares is expressed or implied;

"share warrant" has the meaning assigned to it by section 73; (Added, 6 of 1984, s. 2)

"Table A" means Table A in the First Schedule;

"the time of the opening of the subscription lists" has the meaning assigned to it by section 44A(1); (Added, 6 of 1984, s. 2)

"unlimited company" has the meaning assigned to it by section 4(2). (Added, 6 of 1984, s. 2)

(Amended, 1 of 1949, s. 22)

(2) A person shall not be deemed to be within the meaning of any provision in this Ordinance a person in accordance with whose directions or instructions the directors of a company are accustomed to act, by reason only that the directors of the company act on advice given by him in a professional capacity.

(3) References in this Ordinance to a body corporate or to a corporation shall be construed as not including a corporation sole but as including a company incorporated outside Hong Kong. (Added, 80 of 1974, s. 2)

(4) For the purposes of this Ordinance, a company shall, subject to the provisions of subsection (6), be deemed to be a subsidiary of another company, if—

(a) that other company—

(i) controls the composition of the board of directors of the first-mentioned company; or (Amended, 6 of 1984, s. 2)

(ii) controls more than half of the voting power of the first-mentioned company; or

(iii) holds more than half of the issued share capital of the first-mentioned company (excluding any part of it which carries no right to participate beyond a specified amount in a distribution of either profits or capital); or

(b) the first-mentioned company is a subsidiary of any company which is that other company's subsidiary. (Added, 80 of 1974, s. 2)

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1984 Ed.] Companies [CAP. 32 21 "Registrar" means the Registrar of Companies appointed under section 303; (Replaced, 6 of 1984, s. 2) "resolution for reducing share capital" has the meaning assigned to it by section 58(2); (Added, 6 of 1984, s. 2) "a resolution for voluntary winding up" has the meaning assigned to it by section 228(2); (Added, 6 of 1984, s. 2) "share" means share in the share capital of a company, and includes stock except where a distinction between stock and shares is expressed or implied; "share warrant" has the meaning assigned to it by section 73; (Added, 6 of 1984, s. 2) "Table A" means Table A in the First Schedule; "the time of the opening of the subscription lists" has the meaning assigned to it by section 44A(1); (Added, 6 of 1984, s. 2) "unlimited company" has the meaning assigned to it by section 4(2). (Added, 6 of 1984, s. 2) (Amended, 1 of 1949, s. 22) (2) A person shall not be deemed to be within the meaning of any provision in this Ordinance a person in accordance with whose directions or instructions the directors of a company are accustomed to act, by reason only that the directors of the company act on advice given by him in a professional capacity. (3) References in this Ordinance to a body corporate or to a corporation shall be construed as not including a corporation sole but as including a company incorporated outside Hong Kong. (Added, 80 of 1974, s. 2) (4) For the purposes of this Ordinance, a company shall, subject to the provisions of subsection (6), be deemed to be a subsidiary of another company, if— (a) that other company— (i) controls the composition of the board of directors of the first-mentioned company; or (Amended, 6 of 1984, s. 2) (ii) controls more than half of the voting power of the first-mentioned company; or (iii) holds more than half of the issued share capital of the first-mentioned company (excluding any part of it which carries no right to participate beyond a specified amount in a distribution of either profits or capital); or (b) the first-mentioned company is a subsidiary of any company which is that other company's subsidiary. (Added, 80 of 1974, s. 2)
Baseline (Original)
1984 Ed.] Companies [CAP. 32 21 "Registrar" means the Registrar of Companies appointed under section 303; (Replaced, 6 of 1984, s. 2) "resolution for reducing share capital“ has the meaning assigned to it by section 58(2); (Added, 6 of 1984, s. 2) “a resolution for voluntary winding up" has the meaning assigned to it by section 228(2): (Added, 6 of 1984, s. 2) "share" means share in the share capital of a company, and includes stock except where a distinction between stock and shares is expressed or implied; "share warrant" has the meaning assigned to it by section 73; (Added, 6 of 1984, s. 2) "Table A" means Table A in the First Schedule; "the time of the opening of the subscription lists" has the meaning assigned to it by section 44A(1); (Added, 6 of 1984, s. 2) "unlimited company" has the meaning assigned to it by section 4(2). (Added, 6 of 1984, s. 2) (Amended, 1 of 1949, s. 22) (2) A person shall not be deemed to be within the meaning of any provision in this Ordinance a person in accordance with whose directions or instructions the directors of a company are accustomed to act, by reason only that the directors of the company act on advice given by him in a professional capacity. (3) References in this Ordinance to a body corporate or to a corporation shall be construed as not including a corporation sole but as including a company incorporated outside Hong Kong. (Added, 80 of 1974, s. 2) (4) For the purposes of this Ordinance, a company shall, subject to the provisions of subsection (6), be deemed to be a subsidiary of another company, if— (a) that other company- (i) controls the composition of the board of direc- tors of the first-mentioned company; or (Amended, 6 of 1984, s. 2) (ii) controls more than half of the voting power of the first-mentioned company; or (iii) holds more than half of the issued share capital of the first-mentioned company (excluding any part of it which carries no right to participate beyond a specified amount in a distribution of either profits or capital); or (b) the first-mentioned company is a subsidiary of any com- pany which is that other company's subsidiary. (Added, 80 of 1974. s. 2)
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1984 Ed.]

Companies

[CAP. 32

21

"Registrar" means the Registrar of Companies appointed under

section 303; (Replaced, 6 of 1984, s. 2)

"resolution for reducing share capital“ has the meaning assigned to

it by section 58(2); (Added, 6 of 1984, s. 2)

“a resolution for voluntary winding up" has the meaning assigned to

it by section 228(2): (Added, 6 of 1984, s. 2)

"share" means share in the share capital of a company, and includes stock except where a distinction between stock and shares is expressed or implied;

"share warrant" has the meaning assigned to it by section 73;

(Added, 6 of 1984, s. 2)

"Table A" means Table A in the First Schedule;

"the time of the opening of the subscription lists" has the meaning assigned to it by section 44A(1); (Added, 6 of 1984, s. 2)

"unlimited company" has the meaning assigned to it by section 4(2).

(Added, 6 of 1984, s. 2)

(Amended, 1 of 1949, s. 22)

(2) A person shall not be deemed to be within the meaning of any provision in this Ordinance a person in accordance with whose directions or instructions the directors of a company are accustomed to act, by reason only that the directors of the company act on advice given by him in a professional capacity.

(3) References in this Ordinance to a body corporate or to a corporation shall be construed as not including a corporation sole but as including a company incorporated outside Hong Kong. (Added, 80 of 1974, s. 2)

(4) For the purposes of this Ordinance, a company shall, subject to the provisions of subsection (6), be deemed to be a subsidiary of another company, if—

(a) that other company-

(i) controls the composition of the board of direc- tors of the first-mentioned company; or (Amended, 6 of 1984, s. 2)

(ii) controls more than half of the voting power of the first-mentioned company; or

(iii) holds more than half of the issued share capital of the first-mentioned company (excluding any part of it which carries no right to participate beyond a specified amount in a distribution of either profits or capital); or

(b) the first-mentioned company is a subsidiary of any com- pany which is that other company's subsidiary. (Added, 80 of 1974. s. 2)

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