### Companies Ordinance 《公司條例》

539. Declaration to directors in case of company with sole director
(1) If a declaration to directors under section 536 is required of a sole director of a company that is required to have more than one director—
(a) the declaration must be recorded in writing;
(b) the making of the declaration is to be regarded as forming part of the proceedings at the next directors’ meeting after the notice is given; and
(c) section 481 applies as if the declaration had been made at that meeting.
(2) This section does not affect the operation of section 545.

540. Application of Division to shadow director
(1) Subject to subsections (2), (3) and (4), the provisions of this Division relating to the duty of a director to declare an interest under section 536 apply to a shadow director in the same manner as they apply to a director.
(2) Section 538(1)(a) and (6) does not apply to a shadow director.
(3) A general notice by a shadow director for the purposes of section 538(1)(c) is not effective unless it is given by notice in writing and sent by the shadow director to the other directors.
(4) A notice for the purposes of subsection (3)—
(a) must be sent—
(i) in hard copy form; or
(ii) if the recipient has agreed to receive it in electronic form, in the electronic form so agreed; and
(b) must be sent—
(i) by hand or by post; or
(ii) if the recipient has agreed to receive it by electronic means, by the electronic means so agreed.

541. Companies must send general notices to other directors
(1) If a company receives a notice under section 538(6)(b) from a director, it must, within 15 days after the day on which it receives the notice, send a copy of the notice to other directors of the company.
(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 6.

542. Offence
(1) A director or shadow director who contravenes section 536(1), (2) or (3) commits an offence and is liable to a fine at level 6.
(2) If a person is charged with an offence under subsection (1) for contravening section 536(2), it is a defence to establish that the person took all reasonable steps to secure compliance with that section.

### Companies Ordinance 《公司條例》

543. Disclosure of management contract
(1) This section applies if—
(a) a company enters into a contract by which a person undertakes the management and administration of the whole or any substantial part of any business of the company; and
(b) the contract is not a contract of service with any director of the company or any person engaged in the full-time employment of the company.
(2) The directors’ report for any year in which the contract is in force must include—
(a) a statement of the existence and duration of the contract; and
(b) the name of every director and shadow director interested in the contract, and the nature and extent of the interest.
(3) The company must keep the following at its registered office or at a place prescribed by regulations made under section 657—
(a) a copy of the contract;
(b) if such a contract is not in writing, a written memorandum setting out the terms of the contract.
(4) The company—
(a) must retain the copy or memorandum for at least one year after the date of termination or expiry of the contract; and
(b) must keep the copy or memorandum available for inspection during that time.
(5) If the copy or memorandum is kept at a place other than the company’s registered office, the company must deliver to the Registrar for registration a notice, in the specified form, of the place, or any change in the place, at which the copy or memorandum is kept. The notice must be delivered to the Registrar within 15 days after the copy or memorandum is first kept at that place or within 15 days after the change (as the case may be).
(6) If subsection (3) or (4) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.
(7) If subsection (5) is contravened, 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.
(8) In this section—

directors’ report (董事報告) means—
(a) the report required to be prepared under section 388(1); or
(b) the consolidated report required to be prepared under section 388(2).

### Companies Ordinance 《公司條例》

544. Right of member to inspect and request copy
(1) A member of a company is entitled, on request made in the prescribed manner and without charge, to inspect, in accordance with regulations made under section 657, a copy of a contract or a written memorandum kept by the company under section 543.
(2) A member of the company is entitled, on request and on payment of a prescribed fee, to be provided with a copy of the contract or memorandum in accordance with regulations made under section 657.
(3) In this section, a reference to a contract includes a variation of the contract.
(4) In this section—
prescribed (訂明) means prescribed by regulations made under section 657.

545. Contract with sole member who is also director
(1) This section applies if—
(a) a company having only one member enters into a contract with the member;
(b) the member is also a director of the company; and
(c) the contract is not entered into in the ordinary course of the company’s business.
(2) Unless the contract is in writing, the company must ensure that—
(a) the terms of the contract are set out in a written memorandum within 15 days from the entering into of the contract; and
(b) the memorandum is kept at the place at which the books containing the minutes of the directors’ meetings are kept.
(3) If a company contravenes subsection (2), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.
(4) A contravention of subsection (2) in relation to a contract does not affect the validity of the contract.
(5) This section does not exclude the operation of any other Ordinance or rule of law applying to contracts between a company and a director of the company.
(6) In this section—
director (董事) includes a shadow director.
(7) For the purposes of this section, a body corporate is not to be regarded as a shadow director of any of its subsidiaries by reason only that the directors, or a majority of the directors, of the subsidiary are accustomed to act in accordance with its directions or instructions.