### Companies Ordinance 《公司條例》

108. Registrar may direct company to change same or similar name etc.
(1) The Registrar may by notice in writing direct a company to change, within the period specified in the notice, a name by which the company is registered under this Ordinance or the predecessor Ordinance if—
(a) the name is, as at the time of the registration, the same as or in the Registrar’s opinion too like a name that appeared or should have appeared in the index of names kept under section 22C of the predecessor Ordinance or in the Index of Company Names;
(b) the name is, as at the time of the registration, the same as or in the Registrar’s opinion too like a name of a body corporate incorporated or established under an Ordinance;
(c) it appears to the Registrar that misleading information has been given for the company’s registration by the name;
(d) it appears to the Registrar that any undertaking or assurance given for the registration by the name has not been fulfilled; or
(e) the name is a name by which, as at the time of the registration, the company must not be registered because of section 100(2)(a) or (b).
(2) The Registrar may by notice in writing direct a company to change, within the period specified in the notice, a name by which the company is registered under this Ordinance or any former Companies Ordinance if, after the company is registered by the name—
(a) a court makes an order restraining the company from using the name or any part of the name; and
(b) an office copy of the order, and a notice in the specified form, are delivered to the Registrar for registration by a person in whose favour the order is made.
(3) A direction may only be given—
(a) in the case of subsection (1)(a) or (b), within 12 months after the date of registration by the name;
(b) in the case of subsection (1)(c) or (d), within 5 years after the date of registration by the name; and
(c) in the case of subsection (1)(e), within 3 months after the date of registration by the name.
(4) The Registrar may, before the end of the period specified in a notice given under subsection (1) or (2), by notice in writing extend the period.
(5) If a company fails to comply with a direction within the period specified in the notice or, if the period is extended under subsection (4), within the extended period, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 6 and, in the case of a continuing offence, to a further fine of $2,000 for each day during which the offence continues.

### Companies Ordinance 《公司條例》

109. Registrar may direct company to change misleading or offensive name etc.
(1) The Registrar may by notice in writing direct a company to change a name by which the company is registered under this Ordinance or any former Companies Ordinance if—
(a) the Registrar is of the opinion that the name gives so misleading an indication of the nature of the company’s activities as to be likely to cause harm to the public; or
(b) the name is a name by which, as at the time of the registration, the company must not be registered because of section 100(1)(c) or (d).
(2) The company must comply with a direction within the period of 6 weeks after the date of the direction or, if the period is extended under subsection (4), within the extended period.
(3) A company may, within 3 weeks after the date of a direction, appeal to the Administrative Appeals Board against the direction.
(4) The Registrar may, before the end of the period of 6 weeks after the date of the direction, by notice in writing extend the period.
(5) 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 6 and, in the case of a continuing offence, to a further fine of $2,000 for each day during which the offence continues.

### Companies Ordinance 《公司條例》

111. Determining whether name is same as or similar to another name
(1) This section applies in determining—
(a) whether a name is the same as another name for the purposes of section 100(1)(a) or (b) or (2)(c) or 108(1)(a) or (b); or
(b) whether a name is too like another name for the purposes of section 108(1)(a) or (b).
(2) If the definite article is the first word of the name, the definite article must be disregarded.
(3) If any of the words, expressions or characters specified in subsection (4), or an abbreviation of any of them, appears at the end of the name, the word, expression, character or abbreviation must be disregarded.
(4) The words, expressions or characters are—
(a) “company”;
(b) “and company”;
(c) “company limited”;
(d) “and company limited”;
(e) “limited”;
(f) “unlimited”;
(g) “public limited company”;
(h) “公司”;
(i) “有限公司”;
(j) “無限公司”;
(k) “公眾有限公司”.
(5) The following must be disregarded—
(a) type or case of letters;
(b) spaces between letters;
(c) accent marks;
(d) punctuation marks.
(6) The following expressions are to be regarded as the same—
(a) “and” and “&”;
(b) “Hong Kong”, “Hongkong” and “HK”;
(c) “Far East” and “FE”.
(7) A Chinese character is to be regarded as the same as another Chinese character if the Registrar is satisfied, having regard to the usage of the 2 characters in Hong Kong, that the 2 characters can reasonably be used interchangeably.

112. Members of company
(1) A founder member of a company is to be regarded as having agreed to become a member of the company.
(2) On the registration of a company, a founder member of the company must be entered, as a member, in the company’s register of members.
(3) Any other person who agrees to become a member of a company and whose name is entered, as a member, in the company’s register of members is a member of the company.