1984 Ed.]
Companies
[CAP. 32
155
(a) if the company is a private company which is not a member of a group of companies of which a listed company is a member, the persons whose names appear first and second in order in the list of subscribers to the memorandum of the company;
(b) if paragraph (a) does not apply to the company and one or more individuals are named as subscribers in the list of subscribers to the memorandum of the company-
(i) where one individual only is so named in the memorandum, that individual;
(ii) where 2 or more individuals are so named in the memorandum, the first 2 individuals so named in the order in which the names appear therein,
and for the purposes of this subsection “listed company” means a company in the case of which shares are listed on a recognized stock exchange.
(3) Subject to subsection (4), if any company makes default in complying with subsection (1) at any time after the expiration of 6 months from the commencement* of the Companies (Amendment) Ordinance 1984, the company and every officer of the company who is in default shall be liable to a default fine.”“
(4) Where the number of directors of a company is reduced below 2 by reason of the office of any director being vacated, the company or any officer of the company shall not be liable for any default in respect thereof under this section unless the default continues for a period of 2 months beginning on the day on which the office is vacated.
(5) Any power exercisable by a director under the articles of a company in a case where the number of directors is reduced below the number fixed as the necessary quorum of directors, being a power to act for the purpose of increasing the number of directors or of summoning a general meeting of the company but not for any other purpose, shall be exercisable also in a case where the number of directors is reduced below the number required by subsection (1). (Replaced, 6 of 1984, s. 108)
154. (1) Every company shall have a secretary, who may be one of the directors.
(2) The secretary of a company shall-
(a) if an individual, ordinarily reside in Hong Kong;
(b) if a body corporate, have its registered office or a place of business in Hong Kong.
(3) Anything required or authorized to be done by or to the secretary may, if the office is vacant or there is for any other reason no secretary capable of acting, be done by or to any assistant or deputy secretary.
(6 of 1984.)
(*31.8.84.)
Secretary.
[cf. 1948 c. 38, s. 177.]
Page 45
Page 46
1984 Ed.]
Companies
[CAP. 32
155
(a) if the company is a private company which is not a member of a group of companies of which a listed company is a member, the persons whose names appear first and second in order in the list of subscribers to the memorandum of the company;
(b) if paragraph (a) does not apply to the company and one or more individuals are named as subscribers in the list of subscribers to the memorandum of the company-
(i) where one individual only is so named in the memorandum, that individual;
(ii) where 2 or more individuals are so named in the memorandum, the first 2 individuals so named in the order in which the names appear therein,
and for the purposes of this subsection “listed company” means a company in the case of which shares are listed on a recognized stock exchange.
(3) Subject to subsection (4), if any company makes default in complying with subsection (1) at any time after the expiration of 6 months from the commencement* of the Companies (Amendment) Ordinance 1984, the company and every officer of the company who is in default shall be liable to a default fine.”“
(4) Where the number of directors of a company is reduced below 2 by reason of the office of any director being vacated, the company or any officer of the company shall not be liable for any default in respect thereof under this section unless the default continues for a period of 2 months beginning on the day on which the office is vacated.
(5) Any power exercisable by a director under the articles of a company in a case where the number of directors is reduced below the number fixed as the necessary quorum of directors, being a power to act for the purpose of increasing the number of directors or of summoning a general meeting of the company but not for any other purpose, shall be exercisable also in a case where the number of directors is reduced below the number required by subsection (1). (Replaced, 6 of 1984, s. 108)
154. (1) Every company shall have a secretary, who may be one of the directors.
(2) The secretary of a company shall-
(a) if an individual, ordinarily reside in Hong Kong;
(b) if a body corporate, have its registered office or a place of
business in Hong Kong.
(3) Anything required or authorized to be done by or to the secretary may, if the office is vacant or there is for any other reason no secretary capable of acting, be done by or to any assistant or
(6 of 1984.)
(*31.8.84.)
Secretary.
[cf. 1948 c. 38, s. 177.]
Page 45Page 46
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