### Companies Ordinance 《公司條例》

103. Registrar’s licence to dispense with “Limited” etc.
(1) The Registrar may exercise the power under subsection (2) in respect of an association intended to be formed as a limited company, if it is proved to the Registrar’s satisfaction that—
(a) the company is to be formed for promoting commerce, art, science, religion or charity or any other useful objects;
(b) the association intends to apply the company’s profits or other income in promoting its objects; and
(c) the association intends to prohibit the payment of dividends to the company’s members.
(2) The Registrar may, by licence, permit the association to be registered as a limited company by—
(a) if the company has an English name only, a name without “Limited” as the last word of the name;
(b) if the company has a Chinese name only, a name without “有限公司” as the last 4 characters of the name; or
(c) if the company has both an English name and a Chinese name—
(i) an English name without “Limited” as the last word of the name; and
(ii) a Chinese name without “有限公司” as the last 4 characters of the name.
(3) The Registrar may exercise the power under subsection (4) in respect of a limited company, if it is proved to the Registrar’s satisfaction that—
(a) the objects of the company are restricted to—
(i) promoting commerce, art, science, religion or charity or any other useful objects; and
(ii) objects incidental or conducive to the objects mentioned in subparagraph (i);
(b) the company is required by its articles to apply its profits or other income in promoting its objects; and
(c) the company is prohibited by its articles from paying dividends to its members.
(4) The Registrar may, by licence, permit the limited company to—
(a) if the company has an English name only, change the name to delete from it the word “Limited”;
(b) if the company has a Chinese name only, change the name to delete from it the characters “有限公司”; or
(c) if the company has both an English name and a Chinese name—
(i) change the English name to delete from it the word “Limited”; and
(ii) change the Chinese name to delete from it the characters “有限公司”.
(5) A change of company name under a licence mentioned in subsection (4) may only be made by special resolution, and section 107(2), (3), (4), (5) and (6) applies to such a change as it applies to a change of company name under section 107.
(6) To avoid doubt, a company registered by a name under a licence granted under this section—
(a) has the privileges of a limited company; and
(b) subject to section 105(1), has the obligations of a limited company.

### Companies Ordinance 《公司條例》

104. Terms and conditions of licence
(1) A licence under section 103 may be granted on any terms and conditions the Registrar thinks fit.
(2) The terms and conditions—
(a) are binding on the company; and
(b) are to be incorporated in the articles of the company if the Registrar so directs.

105. Effect of licence
(1) The company to which a licence under section 103 relates is exempt from—
(a) section 102;
(b) regulations made under section 659 in relation to the use of the word “Limited” as part of its English name or use of the characters “有限公司” as part of its Chinese name; and
(c) section 662 in relation to the delivery of particulars relating to members to the Registrar.
(2) While a licence under section 103 remains in force, the company must not alter its articles except under a direction given under this section or section 104(2)(b) or with the Registrar’s prior written approval.
(3) On granting an approval under subsection (2), the Registrar may vary the licence by making it subject to any terms and conditions he or she thinks fit, in addition to or in place of the terms or conditions to which the licence was subject immediately before the variation.
(4) The terms and conditions imposed under subsection (3)—
(a) are binding on the company; and
(b) are to be incorporated in the articles of the company if the Registrar so directs.

### Companies Ordinance 《公司條例》

106. Revocation of licence
(1) The Registrar may at any time revoke a licence granted under section 103 on being satisfied that—
(a) the company has failed to comply with any of the terms or conditions to which the licence is subject; or
(b) any one or more of the requirements specified in section 103(1) or (3) (as the case may be) are no longer met.
(2) Before revoking a licence, the Registrar—
(a) must notify the company in writing of the Registrar’s intention to do so; and
(b) must give the company an opportunity to be heard.
(3) If a licence is revoked, the Registrar must give the company a notice in writing of the revocation.
(4) On the revocation of a licence, the company ceases to be entitled to the exemptions mentioned in section 105(1).
(5) Within the period specified in the notice of revocation, the company must change its name by special resolution to—
(a) if the company has an English name only, add “Limited” as the last word of the name;
(b) if the company has a Chinese name only, add “有限公司” as the last 4 characters of the name; and
(c) if the company has both an English name and a Chinese name—
(i) add “Limited” as the last word of the English name; and
(ii) add “有限公司” as the last 4 characters of the Chinese name.
(6) Section 107(2), (3), (4), (5) and (6) applies to a change of company name under subsection (5) as it applies to a change of company name under section 107.
(7) If the company fails to comply with subsection (5), the Registrar must in the Companies Register—
(a) if the company has an English name only, add “Limited” as the last word of the name;
(b) if the company has a Chinese name only, add “有限公司” as the last 4 characters of the name; and
(c) if the company has both an English name and a Chinese name—
(i) add “Limited” as the last word of the English name; and
(ii) add “有限公司” as the last 4 characters of the Chinese name.

### Companies Ordinance 《公司條例》

107. Company may change name by special resolution
(1) A company may change a company name by special resolution.
(2) Within 15 days after the date of passing the special resolution, the company must deliver to the Registrar for registration a notice in the specified form of the change of company name.
(3) After receipt of a notice under subsection (2), the Registrar must, unless the new name is a name by which the company must not be registered under section 100—
(a) enter the new name in the Companies Register in place of the former name; and
(b) issue to the company a certificate of change of name.
(4) The change of the name has effect from the date on which the certificate of change of name is issued.
(5) A change of name under this section does not affect any rights or obligations of the company or render defective any legal proceedings by or against it. Any legal proceedings that could have been commenced or continued by or against it by its former name may be commenced or continued by or against it by its new name.
(6) 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 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.