### Companies Ordinance 《公司條例》

1. Short title and commencement
(1) This Ordinance may be cited as the Companies Ordinance.
(2) This Ordinance comes into operation on a day to be appointed by the Secretary for Financial Services and the Treasury by notice published in the Gazette.

2. Interpretation
(1) In this Ordinance—
accounting transaction (會計交易), in relation to a company, means a transaction that is required by section 373 to be entered in the company’s accounting records, excluding a transaction arising from the payment of any fee that the company is required by an Ordinance to pay;
articles (章程細則), in relation to a company, means the articles of association of the company;
Note—Please also see section 98. A condition of an existing company’s memorandum of association is to be regarded as a provision of the company’s articles.associated company (有聯繫公司), in relation to a body corporate, means—
(a) a subsidiary of the body corporate;
(b) a holding company of the body corporate; or
(c) a subsidiary of such a holding company;

body corporate (法人團體) —
(a) includes—
(i) a company; and
(ii) a company incorporated outside Hong Kong; but
(b) excludes a corporation sole;

certified public accountant (practising)

3. Responsible person
(1) This section applies—
(a) where a provision of this Ordinance provides that a responsible person of a company or non-Hong Kong company commits an offence if there is—
(i) a contravention of this Ordinance, or of a requirement, direction, condition or order; or
(ii) a failure to comply with a requirement, direction, condition or order; or
(b) where this Ordinance empowers a person to make subsidiary legislation that will contain such a provision.
(2) For the purposes of the provision, a person is a responsible person of a company or non-Hong Kong company if the person—
(a) is an officer or shadow director of the company or non-Hong Kong company; and
(b) authorizes or permits, or participates in, the contravention or failure.
(3) For the purposes of the provision, a person is also a responsible person of a company or non-Hong Kong company if—
(a) the person is an officer or shadow director of a body corporate that is an officer or shadow director of the company or non-Hong Kong company;
(b) the body corporate authorizes or permits, or participates in, the contravention or failure; and
(c) the person authorizes or permits, or participates in, the contravention or failure.

### Companies Ordinance 《公司條例》

4. Certified translation
(1) For the purposes of this Ordinance, a translation made in Hong Kong of a document is a certified translation if—
(a) it is certified as a correct translation of the document by the translator; and
(b) a person specified in subsection (3) certifies that in that person’s belief the translator is competent in translating the document into English or Chinese (as the case may be).
(2) For the purposes of this Ordinance, a translation made in a place outside Hong Kong of a document is a certified translation if—
(a) in the case of a translator specified in subsection (4), it is certified as a correct translation of the document by the translator; or
(b) in the case of any other translator—
(i) it is certified as a correct translation of the document by the translator; and
(ii) a person specified in subsection (5) certifies that in that person’s belief the translator is competent in translating the document into English or Chinese (as the case may be).
(3) The person specified for the purposes of subsection (1)(b) is—
(a) a notary public practising in Hong Kong;
(b) a solicitor practising in Hong Kong;
(c) a certified public accountant (practising);
(d) a consular officer in Hong Kong; or
(e) a professional company secretary practising in Hong Kong.
(4) The translator specified for the purposes of subsection (2)(a) is a translator appointed by a court of law of the place.
(5) The person specified for the purposes of subsection (2)(b)(ii) is—
(a) a notary public practising in the place;
(b) a lawyer practising in the place;
(c) a professional accountant practising in the place;
(d) an officer of a court of law duly authorized by the law of the place to certify documents for any judicial or other legal purpose;
(e) a consular officer in the place;
(f) a professional company secretary practising in the place; or
(g) any other natural person specified by the Registrar.
(6) The Secretary may, by notice published in the Gazette, amend subsection (3), (4) or (5).

### Companies Ordinance 《公司條例》

5. Dormant company
(1) If a qualified private company passes a special resolution specified in subsection (2), and the resolution is delivered to the Registrar for registration, the company is a dormant company for the purposes of Parts 9, 10 and 12 as from the date mentioned in subsection (2)(a) as declared by the resolution.
(2) The special resolution specified for the purposes of subsection (1) is one—
(a) declaring that the qualified private company will become dormant as from—
(i) the date of delivery of that resolution to the Registrar; or
(ii) any later date that is specified in that resolution; and
(b) authorizing the directors to deliver that resolution to the Registrar for registration.
(3) If—
(a) before the repeal of section 344A of the predecessor Ordinance by section 912, a company passed a special resolution under subsection (1) of that section, and the resolution has not been delivered to the Registrar; and
(b) the resolution is delivered to the Registrar for registration after the repeal,

the company is also a dormant company for the purposes of Parts 9, 10 and 12 as from the date of delivery of the resolution to the Registrar or as from a later date as is specified in the resolution.
(4) If, immediately before the repeal of section 344A of the predecessor Ordinance by section 912, a company was deemed to be a dormant company for the purposes of that section, the company continues to be a dormant company for the purposes of Parts 9, 10 and 12 as from the commencement date# of this section. (Amended 35 of 2018 s. 4)
(5) A company that is a dormant company for the purposes of Parts 9, 10 and 12 ceases to be such dormant company if—
(a) the company passes a special resolution declaring that the company intends to enter into an accounting transaction, and the resolution is delivered to the Registrar for registration; or
(b) there is an accounting transaction in relation to the company.
(6) In this section—
qualified private company (合資格私人公司) means a private company that is not a company specified in subsection (7).
(7) A company specified for the purposes of the definition of qualified private company