### Companies Ordinance 《公司條例》

125. Official seal for use abroad
(1) A company with a common seal may have an official seal for use outside Hong Kong.
(2) Such an official seal must be a replica of the company’s common seal, but have engraved on it in legible form the name of every place where it is to be used.
(3) A company with an official seal for use in a place may, by writing under its common seal, authorize any person appointed for the purpose to affix, in that place, the official seal to any deed or any other document to which the company is a party.
(4) As between a company and any person dealing with an executing agent of the company, the authority of the agent continues—
(a) if the authorization mentions a period during which the authority is to continue, until the end of the period; or
(b) if the authorization does not mention such a period, until a notice of revocation or termination of the agent’s authority has been given to the person.
(5) The person affixing an official seal must, on the deed or other document to which the seal is affixed, certify in writing the date on which, and the place at which, the seal is so affixed.
(6) A deed or other document to which an official seal is affixed binds the company as if it had been executed under the company’s common seal.
(7) In this section—
executing agent (簽立代理人), in relation to a company, means a person authorized by the company under subsection (3).

126. Official seal for sealing share certificates etc.
(1) A company with a common seal may have an official seal—
(a) for sealing securities issued by the company; or
(b) for sealing documents creating or evidencing securities issued by the company.
(2) Such an official seal must be a replica of the company’s common seal, but have engraved on it in legible form the word “securities” or the characters “證券” or both such word and characters.
(3) A company that was incorporated before 31 August 1984 and that has such an official seal may use the seal for sealing any securities or documents mentioned in subsection (1), despite anything in—
(a) any instrument constituting or regulating the company; or
(b) any instrument, made before that date, relating to securities or documents sealed with the seal.

### Companies Ordinance 《公司條例》

127. Execution of documents by company
(1) A company may execute a document under its common seal.
(2) If a company executes a document under its common seal, the seal must be affixed in accordance with the provisions of its articles.
(3) A company may also execute a document—
(a) in the case of a company with only one director, by having it signed by the director on the company’s behalf; or
(b) in the case of a company with 2 or more directors, by having it signed on the company’s behalf by—
(i) the 2 directors or any 2 of the directors; or
(ii) any of the directors and the company secretary of the company.
(4) For the purposes of subsection (3), if a person is to sign a document on behalf of 2 or more companies, the person must sign the document separately in each capacity.
(5) A document signed in accordance with subsection (3) and expressed (in whatever words) to be executed by the company has effect as if the document had been executed under the company’s common seal.
(6) In favour of a person specified in subsection (7), a document is to be regarded as having been executed by a company if the document purports to have been signed in accordance with subsection (3).
(7) The person is a purchaser in good faith for valuable consideration and includes—
(a) a lessee;
(b) a mortgagee; or
(c) any other person who for valuable consideration acquires the property.
(8) This section also applies to a document that is executed, or purports to be executed, by a company in the name of or on behalf of another person whether or not that other person is also a company.

128. Execution of deeds by company
(1) A company may execute a document as a deed by—
(a) executing it in accordance with section 127;
(b) having it expressed (in whatever words) to be executed by the company as a deed; and
(c) delivering it as a deed.
(2) For the purposes of subsection (1)(c), a document is presumed, unless the contrary is proved, to be delivered as a deed on its being executed in accordance with section 127.
(3) If there is any conflict or inconsistency between this section and the provisions of any other Ordinance, this section prevails over those provisions to the extent of the conflict or inconsistency.

### Companies Ordinance 《公司條例》

129. Execution of deeds or other documents by attorney for company
(1) A company may, either generally or in respect of any specific matter, by an instrument executed as a deed, empower any person as its attorney to execute a deed or any other document on its behalf in Hong Kong or elsewhere.
(2) A deed or any other document executed by an attorney on behalf of the company binds the company and has effect as if it were executed by the company.
(3) This section does not affect the operation of any other Ordinance as to the execution of powers of attorney.

### Companies Ordinance 《公司條例》

131. Application for re-registration
(1) An application under section 130(1)—
(a) must be in the specified form; and
(b) must be accompanied by a copy of the company’s articles as proposed to be altered by the special resolution.
(2) Such an application may only be delivered to the Registrar on or after the date on which the Registrar receives a copy of the special resolution delivered under section 622.

132. Issue of fresh certificate of incorporation
(1) On registering an application and a copy of the articles delivered under section 131(1), the Registrar must issue a fresh certificate of incorporation certifying that the company is a company limited by shares.
(2) The certificate must be signed by the Registrar.
(3) On the issue of the certificate—
(a) the company becomes a company limited by shares; and
(b) the alterations to the company’s articles as provided for in the special resolution for re-registration under section 130(2)(c) take effect despite anything in this Ordinance.
(4) A certificate of incorporation issued under subsection (1) is conclusive evidence that—
(a) all the requirements of this Ordinance in respect of re-registration of the company have been complied with; and
(b) the company is re-registered as a company limited by shares under this Ordinance.