1964_COMPANIES_ORDINANCE — Page 5

HK Historical Laws 香港歷史法例 All AI Reviewed

(

1984 Ed.]

Companies

[CAP. 32

115

(b) the provision is approved by a resolution not relating also

to other matters.

(2) In this section "emoluments", in relation to a director, includes fees and percentages, any sums paid by way of expenses allowance, any contribution paid in respect of him under any pension scheme and any benefits received by him otherwise than in cash in respect of his services as director.

(Added, 6 of 1984, s. 81)

116B. (1) Notwithstanding anything to the contrary in this Ordinance, a resolution in writing signed by or on behalf of all persons for the time being entitled to receive notice of and to attend and vote at general meetings of a company shall, for the purposes of this Ordinance and the articles of the company, be treated as a resolution duly passed at a general meeting of the company and, where relevant, as a special resolution so passed.

(2) Any such resolution shall be deemed to have been passed at a meeting held on the date on which it was signed by the last member to sign, and where the resolution states a date as being the date of his signature thereof by any member the statement shall be prima facie evidence that it was signed by him on that date.

(3) This section shall not be construed as requiring that persons signing a resolution under this section shall sign the same document containing the resolution; but where 2 or more documents are used for the purpose of obtaining signatures under this section in respect of any resolution, each such document shall be certified in advance by the secretary of the company to contain the correct version of the proposed resolution.

(Added, 6 of 1984, s. 81)

116C. Where by any provision hereafter contained in this Ordinance special notice is required of a resolution, the resolution shall not be effective unless notice of the intention to move it has been given to the company not less than 28 days before the meeting at which it is moved, and the company shall give its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting or, if that is not practicable, shall give them notice thereof, either by advertisement in a newspaper having an appropriate circulation or in any other mode allowed by the articles, not less than 21 days before the meeting:

Provided that if, after notice of the intention to move such a resolution has been given to the company, a meeting is called for a date 28 days or less after the notice has been given, the notice though not given within the time required by this section shall be deemed to have been properly given for the purposes thereof.

(Added, 6 of 1984, s. 81)

Resolutions signed by all members deemed to have been

passed at meeting.

Resolutions requiring special notice.

1948 c. 38, s. 142.

Page 5

Page 6

Edit History

2026-05-04 10:29:13 · NVIDIA / meta/llama-4-maverick-17b-128e-instruct
Live
View comparison
AI Proofread
( 1984 Ed.] Companies [CAP. 32 115 (b) the provision is approved by a resolution not relating also to other matters. (2) In this section "emoluments", in relation to a director, includes fees and percentages, any sums paid by way of expenses allowance, any contribution paid in respect of him under any pension scheme and any benefits received by him otherwise than in cash in respect of his services as director. (Added, 6 of 1984, s. 81) 116B. (1) Notwithstanding anything to the contrary in this Ordinance, a resolution in writing signed by or on behalf of all persons for the time being entitled to receive notice of and to attend and vote at general meetings of a company shall, for the purposes of this Ordinance and the articles of the company, be treated as a resolution duly passed at a general meeting of the company and, where relevant, as a special resolution so passed. (2) Any such resolution shall be deemed to have been passed at a meeting held on the date on which it was signed by the last member to sign, and where the resolution states a date as being the date of his signature thereof by any member the statement shall be prima facie evidence that it was signed by him on that date. (3) This section shall not be construed as requiring that persons signing a resolution under this section shall sign the same document containing the resolution; but where 2 or more documents are used for the purpose of obtaining signatures under this section in respect of any resolution, each such document shall be certified in advance by the secretary of the company to contain the correct version of the proposed resolution. (Added, 6 of 1984, s. 81) 116C. Where by any provision hereafter contained in this Ordinance special notice is required of a resolution, the resolution shall not be effective unless notice of the intention to move it has been given to the company not less than 28 days before the meeting at which it is moved, and the company shall give its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting or, if that is not practicable, shall give them notice thereof, either by advertisement in a newspaper having an appropriate circulation or in any other mode allowed by the articles, not less than 21 days before the meeting: Provided that if, after notice of the intention to move such a resolution has been given to the company, a meeting is called for a date 28 days or less after the notice has been given, the notice though not given within the time required by this section shall be deemed to have been properly given for the purposes thereof. (Added, 6 of 1984, s. 81) Resolutions signed by all members deemed to have been passed at meeting. Resolutions requiring special notice. 1948 c. 38, s. 142. Page 5 Page 6
Baseline (Original)
( 1984 Ed.] Companies [CAP. 32 115 (b) the provision is approved by a resolution not relating also to other matters. (2) In this section "emoluments", in relation to a director, includes fees and percentages, any sums paid by way of expenses allowance, any contribution paid in respect of him under any pension scheme and any benefits received by him otherwise than in cash in respect of his services as director. ( Added, 6 of 1984, s. 81) 116B. (1) Notwithstanding anything to the contrary in this Ordinance, a resolution in writing signed by or on behalf of all persons for the time being entitled to receive notice of and to attend and vote at general meetings of a company shall, for the purposes of this Ordinance and the articles of the company, be treated as a resolution duly passed at a general meeting of the company and, where relevant, as a special resolution so passed. (2) Any such resolution shall be deemed to have been passed at a meeting held on the date on which it was signed by the last member to sign, and where the resolution states a date as being the date of his signature thereof by any member the statement shall be prima facie evidence that it was signed by him on that date. (3) This section shall not be construed as requiring that persons signing a resolution under this section shall sign the same document containing the resolution; but where 2 or more documents are used for the purpose of obtaining signatures under this section in respect of any resolution, each such document shall be certified in advance by the secretary of the company to contain the correct version of the proposed resolution. (Added, 6 of 1984, s. 81) 116C. Where by any provision hereafter contained in this Ordinance special notice is required of a resolution, the resolution shall not be effective unless notice of the intention to move it has been given to the company not less than 28 days before the meeting at which it is moved, and the company shall give its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting or, if that is not practicable, shall give them notice thereof, either by advertise- ment in a newspaper having an appropriate circulation or in any other mode allowed by the articles, not less than 21 days before the meeting: Provided that if, after notice of the intention to move such a resolution has been given to the company, a meeting is called for a date 28 days or less after the notice has been given, the notice though not given within the time required by this section shall be deemed to have been properly given for the purposes thereof. (Added, 6 of 1984, s. 81) Resolutions signed by all members deemed to have been passed at meeting. Resolutions requiring special notice. 1948 c. 38, s. 142. Page 5Page 6
2026-05-04 10:29:13 · Baseline
View content

(

1984 Ed.]

Companies

[CAP. 32

115

(b) the provision is approved by a resolution not relating also

to other matters.

(2) In this section "emoluments", in relation to a director, includes fees and percentages, any sums paid by way of expenses allowance, any contribution paid in respect of him under any pension scheme and any benefits received by him otherwise than in cash in respect of his services as director.

( Added, 6 of 1984, s. 81)

116B. (1) Notwithstanding anything to the contrary in this Ordinance, a resolution in writing signed by or on behalf of all persons for the time being entitled to receive notice of and to attend and vote at general meetings of a company shall, for the purposes of this Ordinance and the articles of the company, be treated as a resolution duly passed at a general meeting of the company and, where relevant, as a special resolution so passed.

(2) Any such resolution shall be deemed to have been passed at a meeting held on the date on which it was signed by the last member to sign, and where the resolution states a date as being the date of his signature thereof by any member the statement shall be prima facie evidence that it was signed by him on that date.

(3) This section shall not be construed as requiring that persons signing a resolution under this section shall sign the same document containing the resolution; but where 2 or more documents are used for the purpose of obtaining signatures under this section in respect of any resolution, each such document shall be certified in advance by the secretary of the company to contain the correct version of the proposed resolution.

(Added, 6 of 1984, s. 81)

116C. Where by any provision hereafter contained in this Ordinance special notice is required of a resolution, the resolution shall not be effective unless notice of the intention to move it has been given to the company not less than 28 days before the meeting at which it is moved, and the company shall give its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting or, if that is not practicable, shall give them notice thereof, either by advertise- ment in a newspaper having an appropriate circulation or in any other mode allowed by the articles, not less than 21 days before the meeting:

Provided that if, after notice of the intention to move such a resolution has been given to the company, a meeting is called for a date 28 days or less after the notice has been given, the notice though not given within the time required by this section shall be deemed to have been properly given for the purposes thereof.

(Added, 6 of 1984, s. 81)

Resolutions signed by all members deemed to have been

passed at meeting.

Resolutions requiring special notice.

1948 c. 38, s. 142.

Page 5Page 6

Comments

Approved members can add comments, bookmarks, and private notes.

No comments yet.

Private Research Note

Private notes are available after approval.