### Companies Ordinance 《公司條例》

114. Notifying Registrar of increase in number of members of company limited by guarantee
(1) If a company limited by guarantee increases the number of its members beyond the registered number, the company must, within 15 days after the increase is resolved by the company or takes place (whichever is the earlier), deliver to the Registrar for registration a notice of the increase in the specified form.
(2) If a company contravenes subsection (1), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.
(3) In this section—

registered number註冊人數) means—
(a) the number of members with which the company proposes to register, whether contained in the incorporation form for the purposes of section 1(e) of Schedule 2 or stated in the articles under section 10(2) of the predecessor Ordinance; or
(b) the increased number of the company’s members last notified to the Registrar under subsection (1).

115. Company’s capacity etc.
(1) A company has the capacity, rights, powers and privileges of a natural person of full age.
(2) Without limiting subsection (1), a company—
(a) may do any act that it is permitted or required to do by its articles or any Ordinance or rule of law; and
(b) has power to acquire, hold and dispose of land.
(3) In this section—
land (土地) includes any estate or interest in land, buildings, messuages and tenements of any nature or kind.

116. Company’s exercise of powers limited by articles
(1) If the objects of a company are stated in its articles, the company must not do any act that it is not authorized to do by its articles.
(2) If any power of a company is expressly modified or excluded by its articles, the company must not exercise the power contrary to that modification or exclusion.
(3) A member of a company may bring proceedings to restrain the company from doing any act in contravention of subsection (1) or (2).
(4) Proceedings must not be brought under subsection (3) in respect of any act to be done in fulfilment of a legal obligation arising from a previous act of the company.
(5) An act by a company (including a transfer of property to or by the company) is not invalid only because the company does the act in contravention of subsection (1) or (2).

### Companies Ordinance 《公司條例》

117. Transaction or act binds company despite limitation in articles etc.
(1) Subject to section 119, in favour of a person dealing with a company in good faith, the power of the company’s directors to bind the company, or authorize others to do so, is to be regarded as free of any limitation under any relevant document of the company.
(2) For the purposes of subsection (1)—
(a) a person deals with a company if the person is a party to any transaction or any other act to which the company is a party;
(b) a person dealing with a company is presumed, unless the contrary is proved, to have acted in good faith;
(c) a person dealing with a company is not to be regarded as acting in bad faith by reason only of the person’s knowing that an act is beyond the directors’ powers under any relevant document of the company; and
(d) a person dealing with a company is not required to inquire as to the limitations on the power of the company’s directors to bind the company or authorize others to do so.
(3) This section does not affect any right of a member of the company to bring proceedings to restrain the doing of an act that is beyond the directors’ powers.
(4) Proceedings must not be brought under subsection (3) in respect of any act to be done in fulfilment of a legal obligation arising from a previous act of the company.
(5) This section does not affect any liability incurred by the directors, or any other person, by reason of the directors’ exceeding their powers.
(6) In this section—
relevant document (有關文件), in relation to a company, means—
(a) the company’s articles;
(b) any resolutions of the company or of any class of members of the company; or
(c) any agreements between the members, or members of any class of members, of the company.

### Companies Ordinance 《公司條例》

118. Transaction or act involving directors or their associates is voidable
(1) This section applies if—
(a) a company enters into a transaction; and
(b) the transaction binds the company because the power of the directors to bind the company, or authorize others to do so, is to be regarded under section 117 as free of any limitation under any relevant document of the company.
(2) The transaction is voidable at the instance of the company if the parties to the transaction include—
(a) a director of the company or of a holding company of the company; or
(b) an entity connected with such a director.
(3) The transaction ceases to be voidable if—
(a) restitution of any money or other asset that was the subject matter of the transaction is no longer possible;
(b) the company is indemnified for any loss or damage resulting from the transaction;
(c) a person who is not a party to the transaction has acquired rights in good faith and for value, and without actual notice of the directors’ exceeding their powers, and those rights would be affected by the avoidance of the transaction; or
(d) the transaction is affirmed by the company.
(4) Whether or not the transaction is avoided under subsection (2), any party to the transaction falling within subsection (2)(a) or (b) is liable, and any director of the company who has authorized the transaction is liable, to—
(a) account to the company for any gain that the party or director has directly or indirectly made from the transaction; and
(b) indemnify the company against any loss or damage resulting from the transaction.
(5) A person who is not a director of the company is not liable under subsection (4) if the person shows that, at the time of the transaction, the person did not know that the directors were exceeding their powers.
(6) Subject to subsection (7), this section does not affect the rights of any party to the transaction not falling within subsection (2)(a) or (b).
(7) The Court may, on application by the company or a party covered by subsection (6), affirm, sever or set aside the transaction on any terms it thinks just.
(8) This section does not exclude the operation of any other Ordinance or rule of law by which the transaction may be called in question or any liability to the company may arise.
(9) In subsection (2)(b), the reference to an entity connected with a director has the meaning given by section 486.
(10) In this section—
transaction (交易) includes any act.