### Education Ordinance 《教育條例》

40BQ. Dissolution of school management company
(1) This section applies where a school management company has been incorporated for the purposes of operating a school.
(2) On the date of establishment of the incorporated management committee of the school under section 40BN, the school management company of the school is deemed to be dissolved under section 748 of the Companies Ordinance (Cap. 622) as if the Court of First Instance had made on that date an order under that section that the company be struck off the register of companies and dissolved.
(3) The Registrar of Companies shall, on the date of establishment of the incorporated management committee of the school, or as soon as reasonably practicable after that day, strike the school management company of the school off the register of companies.
(4) This section has effect notwithstanding—
(a) any provision in the articles of association of the school management company governing its winding up or dissolution; and
(b) the provisions of any other Ordinance.
(5) Sections 752, 758 and 765(1) of the Companies Ordinance (Cap. 622) shall not apply to a school management company which is deemed under subsection (2) to be dissolved.
(Amended 28 of 2012 ss. 912 & 920)

40BR. Transitional provisions for dissolution of school management company
(1) Schedule 2 has effect in relation to the dissolution of the school management company of a school under section 40BQ on the establishment of the incorporated management committee of the school.
(2) The Secretary for Education may by notice published in the Gazette amend Schedule 2. (Amended L.N. 130 of 2007)

40BS. Failure to establish incorporated management committee
(1) If—
(a) the sponsoring body of an aided school fails to comply with section 40BK; or
(b) the Permanent Secretary refuses to issue a certificate of incorporation under section 40BN in respect of the school,
the Permanent Secretary may—
(c) without prejudice to section 41, appoint one or more persons to be the managers of the school; and
(d) without prejudice to section 31, cancel the registration of any manager of the school.
(2) A manager appointed under subsection (1)—
(a) shall hold office until—
(i) the term of office for which he is appointed expires; or
(ii) the incorporated management committee of the school is established,
whichever is the earlier; and
(b) shall for the purpose of this Ordinance be treated as a manager appointed under section 41.
(3) The Government shall not incur any civil liability only by reason of the exercise by the Permanent Secretary of his power under subsection (1).

### Education Ordinance 《教育條例》

40BT. Establishment of incorporated management committee in respect of planned DSS school
The sponsoring body of a DSS school the scheduled opening date of which falls on or after 1 January 2005 may notify the Permanent Secretary in writing of its intention to establish an incorporated management committee in respect of the school.

40BU. Submission for the purpose of establishment of incorporated management committee in respect of planned school
(1) This section applies to—
(a) an aided school the scheduled opening date of which falls on or after 1 January 2005; and
(b) a DSS school in respect of which a notice has been given under section 40BT.
(2) The sponsoring body of a school shall submit to the Permanent Secretary—
(a) a draft of the constitution of the proposed incorporated management committee; and
(b) an application for registration of the school under section 11.
(3) A submission made under subsection (2) shall be made—
(a) not later than 6 months before the scheduled opening date; or
(b) by such later date as the Permanent Secretary may approve in writing.
(4) The sponsoring body shall provide to the Permanent Secretary such further information relating to the submission as he may reasonably require for the purposes of enabling him to exercise his power under section 40BV or 40BW.

40BV. Approval of draft constitution
The Permanent Secretary shall approve or refuse to approve a draft of a constitution submitted under section 40BU(2) in accordance with any regulation made under section 84 for the purposes of this section.

40BW. Approval of list of proposed managers
(1) Upon the approval of the draft constitution by the Permanent Secretary, the sponsoring body shall submit to the Permanent Secretary—
(a) a list of the proposed managers of the school; and
(b) an application by each proposed manager for registration as a manager of the school that complies with section 28.
(2) The Permanent Secretary shall approve a list of proposed managers submitted under subsection (1) if—
(a) the composition of the proposed incorporated management committee—
(i) complies with this Part; and
(ii) is consistent with the draft of the constitution as approved under section 40BV; and
(b) having regard to the grounds prescribed in section 30, he is satisfied that all the proposed managers are fit for registration as a manager of the school.

### Education Ordinance 《教育條例》

40BX. Incorporation
(1) If the Permanent Secretary—
(a) approves a draft of a constitution under section 40BV;
(b) approves a list of proposed managers under section 40BW; and
(c) registers the school under section 13 or 15,
he shall—
(d) register the proposed managers as managers of the school under section 29; and
(e) issue a certificate of incorporation in such form as he may specify.
(2) With effect from the date of incorporation specified in the certificate of incorporation, the incorporated management committee shall be established as a body corporate with perpetual succession.
(3) The incorporated management committee established under subsection (2) shall—
(a) have—
(i) an English name in the form “The Incorporated Management Committee of (the registered English name of the school

40BY. Effect of certificate of incorporation
A certificate of incorporation issued under section 40BX shall be conclusive evidence that the incorporated management committee is duly established under this Ordinance.

40BZ. Failure to establish incorporated management committee
(1) If—
(a) the scheduled opening date of an aided school falls on or after 1 January 2005 and the sponsoring body of the school fails to comply with section 40BU; or
(b) the Permanent Secretary refuses to issue a certificate of incorporation under section 40BX in respect of the school,
any agreement between the Government and the sponsoring body in relation to the sponsorship, subsidization, management and operation of the school shall, at the option of the Permanent Secretary, terminate on a day specified by him.
(2) The Government shall not incur any civil liability only by reason of the exercise by the Permanent Secretary of his option under subsection (1).

40CA. Pre-incorporation contract
Where—
(a) any person enters into a contract with another party for the supply of goods or service for the benefit of a school before the incorporated management committee of the school is established under section 40BX; 
(b) he enters into the contract with the written authority of the sponsoring body of the school;
(c) before he enters into the contract he advises the other party that the incorporated management committee of the school will upon its establishment become a party to the contract by virtue of this section; and
(d) the contract is subsisting immediately before the establishment of the committee,
the following provisions apply on the establishment of the committee—
(e) the committee shall for all purposes substitute for the person as the party to the contract and shall be regarded as having always been the party;
(f) all rights and liabilities of the person under the contract shall vest in the committee; and
(g) the person shall cease to be a party to the contract.