### Companies Ordinance 《公司條例》

84. Liabilities or contributions of members of limited company
(1) The articles of a company limited by shares must state that the liability of its members is limited to any amount unpaid on the shares held by the members.
(2) The articles of a company limited by guarantee must state that each person who is a member of the company undertakes that if the company is wound up while the person is a member of the company, or within one year after the person ceases to be such a member, the person will contribute an amount required of the person, not exceeding a specified amount, to the company’s assets—
(a) for the payment of the company’s debts and liabilities contracted before the person ceases to be such a member;
(b) for the payment of the costs, charges and expenses of winding up the company; and
(c) for the adjustment, among the contributories, of their rights.
(3) Subsection (1) does not apply to the articles of an existing company that is deemed to be a company limited by shares under section 4(3) of the predecessor Ordinance.

85. Capital and initial shareholdings
(1) The articles of a company with a share capital must state the information required under section 8 (except subsection (1)(d)(iv), (v), (vi) and (vii)) of Schedule 2 to be contained in the company’s incorporation form.
(2) The articles of a company with a share capital may state the maximum number of shares that the company may issue.

86. Effect of articles
(1) Subject to this Ordinance, a company’s articles, once registered under this Ordinance or a former Companies Ordinance—
(a) have effect as a contract under seal—
(i) between the company and each member; and
(ii) between a member and each other member; and
(b) are to be regarded as containing covenants on the part of the company and of each member to observe all the provisions of the articles.
(2) Without limiting subsection (1), the articles are enforceable—
(a) by the company against each member;
(b) by a member against the company; and
(c) by a member against each other member.
(3) Money payable by a member to the company under the articles—
(a) is a debt due from the member to the company; and
(b) is of the nature of a specialty debt.

### Companies Ordinance 《公司條例》

87. Company may alter articles
(1) Subject to this Ordinance, a company may alter its articles.
(2) Except as provided in Division 8, a company must not alter in its articles any statement mentioned in section 83 or 84(1).
(3) Subject to section 180, a company with a share capital must not make any alteration to its articles that is inconsistent with any rights attached to shares in a class of shares in the company.
(4) Subject to section 188, a company without a share capital must not make any alteration to its articles that is inconsistent with any rights of a class of members of the company.
(5) A company limited by guarantee must not alter in its articles the information required under section 84(2) other than to increase the specified amount.

88. Alteration by special resolution or ordinary resolution
(1) Subject to this Ordinance, this section applies to the alteration of a company’s articles.
(2) Subject to subsection (3) and any other provisions of this Ordinance, a company may only alter its articles by special resolution.
(3) An alteration in articles to the maximum number of shares that the company may issue may be made by ordinary resolution.
(4) Subject to this Ordinance, an alteration made in accordance with this section is as valid as if the alteration were originally contained in the articles.
(5) Within 15 days after the date on which an alteration takes effect, the company must deliver to the Registrar for registration—
(a) a notice of the alteration in the specified form; and
(b) a copy, certified by an officer of the company as correct, of the articles as altered.
(5A) Subsection (5) does not apply to an alteration by a special resolution to change the name of a company passed under section 107 or 770. (Added 35 of 2018 s. 9)
(6) If a company contravenes subsection (5), 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.

### Companies Ordinance 《公司條例》

93. Company must incorporate alteration into articles
(1) If an alteration is made to a company’s articles, the company must incorporate the alteration in every copy of the articles issued on or after the date on which the alteration takes effect.
(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.

94. Alteration affecting status of private company
(1) If a private company alters its articles so that the articles no longer comply with section 11(1)(a), the company ceases to be a private company on the date on which the alteration takes effect.
(2) In addition to the documents required under section 88(5), the company must, within 15 days after the date on which the alteration takes effect, deliver to the Registrar for registration—
(a) a notice of the change of the company’s status in the specified form; and
(b) a copy (certified by an officer of the company to be true) of the company’s annual financial statements that are—
(i) prepared in accordance with section 379; and
(ii) prepared for the financial year immediately before the financial year in which the alteration takes effect.
(3) If a company contravenes subsection (2)(a), 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.
(4) If a company contravenes subsection (2)(b), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1,000 for each day during which the offence continues.