### Companies Ordinance 《公司條例》

653ZK. Transitional provision for section 653S
For the purposes of section 653S, in relation to an existing company, a particular has been provided only if the particular has been provided on or after the commencement date.

654. Meaning of company records

655. Form of company records
(1) A company must adequately record for future reference the information required to be contained in any company records.
(2) Subject to subsection (1), company records may be—
(a) kept in hard copy form or in electronic form; and
(b) arranged in the manner that the directors of the company think fit.
(3) If the records are kept in electronic form, the company must ensure that they are capable of being reproduced in hard copy form.
(4) If any company records required by this Ordinance to be kept by a company are kept by the company by recording the information in question in electronic form, any duty imposed on the company under this Ordinance to allow inspection of the company records is to be regarded as a duty to allow inspection of—
(a) a reproduction of the recording, or the relevant part of the recording, in hard copy form; or
(b) if requested by the person inspecting the recording, the recording, or the relevant part of the recording, by electronic means.
(5) 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 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.
(6) If a company contravenes subsection (3), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.
(7) In this section—
in electronic form (電子形式) means in the form of an electronic record;
in hard copy form (印本形式) means in a paper form or similar form capable of being read.

656. Duty to take precautions against falsification
(1) If company records are kept otherwise than by making entries in a bound book, a company—
(a) must take adequate precautions to guard against falsification; and
(b) must take adequate steps to facilitate the discovery of the falsification.
(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.

### Companies Ordinance 《公司條例》

658. Registered office of company
(1) A company must have a registered office in Hong Kong to which all communications and notices may be addressed.
(2) The intended address of a company’s registered office stated in the incorporation form registered in respect of the company is to be regarded as the address of its registered office with effect from the date of its incorporation until a notice of change in respect of the address is delivered to the Registrar under subsection (3).
(3) If the address of a company’s registered office is changed, the company must deliver to the Registrar for registration a notice of the change in the specified form within 15 days after the change.
(4) The inclusion in the annual return of a company of a statement as to the address of its registered office does not satisfy the obligation imposed by subsection (3).
(5) If a company contravenes subsection (1) or (3), 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.

659. Requirement to disclose company name, etc.
(1) The Financial Secretary may make regulations to require companies—
(a) to display prescribed information in prescribed locations;
(b) to state prescribed information in common seals, and in prescribed descriptions of documents or communications; and
(c) to provide prescribed information on request to those they deal with in the course of their business.
(2) The regulations—
(a) may in prescribed circumstances require disclosure of the name of the company;
(b) may make provision as to the manner in which any prescribed information is to be displayed, stated or provided; and
(c) may exempt a company from any requirement of the regulations made under subsection (1).
(3) The regulations may provide that, for the purposes of any requirement to disclose a company’s name, any variation between a word or words required to be part of the name and a permitted abbreviation of that word or those words (or vice versa) is to be disregarded.

660. Criminal consequences of failure to make required disclosures
Regulations made under section 659 may provide that—
(a) if a company contravenes any of the regulations made under that section, an offence is committed by—
(i) the company; and
(ii) every responsible person of the company;
(b) if any person who is acting on behalf of the company contravenes any of the regulations made under that section, an offence is committed by that person; and
(c) a person who commits an offence mentioned in paragraph (a) or (b) is liable to a fine not exceeding level 3.

### Companies Ordinance 《公司條例》

661. Civil consequence of failure to make required disclosures
If an officer of a company or a person on its behalf signs or authorizes to be signed on behalf of the company, any bill of exchange, promissory note, endorsement, cheque or order for money or goods in which the company’s name is not mentioned in the manner as required by regulations made under section 659, that officer or person is personally liable to the holder of the bill of exchange, promissory note, cheque or order for money or goods for the amount of it (unless it is duly paid by the company).

662. Requirement to deliver annual return
(1) A private company must in respect of every year (except the year of its incorporation) deliver to the Registrar for registration an annual return specified in subsection (5) within 42 days after the company’s return date.
(2) The company’s return date mentioned in subsection (1) is, in respect of a particular year, the anniversary of the date of the company’s incorporation in that year.
(3) A public company or a company limited by guarantee must in respect of every financial year deliver to the Registrar for registration an annual return specified in subsection (5) within 42 days after the company’s return date.
(4) The company’s return date mentioned in subsection (3) is, in respect of a particular financial year—
(a) if the company is a public company, the date that is 6 months after the end of its accounting reference period; and
(b) if the company is a company limited by guarantee, the date that is 9 months after the end of its accounting reference period.
(5) An annual return under this section must comply with the requirements under section 664.
(6) If a company contravenes subsection (1) or (3), 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.
(7) If a person is convicted of an offence under subsection (6), the magistrate may, in addition to any penalty that may be imposed, order that the person must, within a time specified in the order, do the act that the person has failed to do.
(8) A person who contravenes an order under subsection (7) commits an offence and 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.
(9) In this section—
accounting reference period (會計參照期) has the meaning given by section 368.