### Companies Ordinance 《公司條例》

95. Alteration affecting status of public company
(1) If a public company alters its articles so that the articles comply with section 11(1)(a), the company ceases to be a public 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 notice of the change of the company’s status in the specified form.
(3) 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.

96. Notifying Registrar of alteration by order of Court
(1) If any provision of a company’s articles, or the effect of any provision of a company’s articles, is altered by an order of the Court, the company must, within 15 days after the date on which the alteration takes effect, deliver to the Registrar for registration a notice of the alteration in the specified form.
(2) A notice of alteration must be accompanied by—
(a) an office copy of the order; and
(b) a copy of the articles as altered by the order.
(3) Subsection (2)(a) does not apply if the company is required to deliver an office copy of the order to the Registrar under another provision of this Ordinance.
(4) If a company contravenes subsection (1) or (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.

97. Copies of articles to be provided to members
(1) A company must, on request of a member of the company, provide, without charge, the member with an up-to-date copy of the company articles within 7 days after it receives the request.
(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》

98. Conditions of memorandum of association of existing company to be regarded as provisions of articles
(1) A condition that immediately before the commencement date# of this Division was contained in the memorandum of association of an existing company and was in force is, for all purposes, to be regarded as a provision of the company’s articles.
(2) If a memorandum of association is registered on or after the commencement date# of this Division under the provisions having a continuing effect under Schedule 11, a condition contained in that memorandum is, for all purposes, to be regarded as a provision of the company’s articles registered under the predecessor Ordinance.
(3) If, before the commencement date# of this Division, a special resolution altering a condition of the memorandum of association of an existing company was passed under section 8(1) or 25A(1) of the predecessor Ordinance and the alteration takes effect on or after that date, then the altered condition is, for all purposes, to be regarded as a provision of the company’s articles registered under the predecessor Ordinance.
(4) Despite subsections (1), (2) and (3), if a condition mentioned in subsection (1) or (2), or an altered condition mentioned in subsection (3), states—
(a) the amount of share capital with which the existing company proposes to be registered or is registered; or
(b) the division of the share capital of the company into shares of a fixed amount,

the condition is, to the extent that it relates to the matter mentioned in paragraph (a) or (b), for all purposes, to be regarded as deleted and not to be regarded as a provision of the company’s articles.
(5) In any Ordinance in force immediately before the commencement date# of this Division, or in any other document made before that date—
(a) a reference to the memorandum of association of an existing company is a reference to the company’s articles; and
(b) a reference to a condition of the memorandum of association of an existing company is a reference to a provision of the company’s articles.
Editorial Note:
# Commencement date: 3 March 2014.

### Companies Ordinance 《公司條例》

99. Articles of company limited by guarantee
(1) This section applies to—
(a) a company limited by guarantee registered under a former Companies Ordinance on or after 1 January 1912 that does not have a share capital; and
(b) a company registered as a company limited by guarantee under this Ordinance.
(2) A provision in the company’s articles, or in any resolution of the company, purporting to give a person a right to participate in the company’s divisible profits otherwise than as a member is void.
(3) For the purposes of a provision of this Ordinance relating to the articles of a company limited by guarantee, a provision in the company’s articles, or in any resolution of the company, purporting to divide the company’s undertaking into shares or interests, is to be regarded as a provision for a share capital.

100. Company must not be registered by certain names
(1) A company must not be registered by—
(a) a name that is the same as a name appearing in the Index of Company Names;
(b) a name that is the same as a name of a body corporate incorporated or established under an Ordinance;
(c) a name the use of which by the company would, in the Registrar’s opinion, constitute a criminal offence; or
(d) a name that, in the Registrar’s opinion, is offensive or otherwise contrary to the public interest.
(2) Except with the Registrar’s prior approval, a company must not be registered by—
(a) a name that, in the Registrar’s opinion, would be likely to give the impression that the company is connected in any way with—
(i) the Central People’s Government;
(ii) the Government; or
(iii) any department or agency of the Central People’s Government or the Government;
(b) a name that contains any word or expression for the time being specified in an order under section 101; or
(c) a name that is the same as a name for which a direction has been given under—
(i) section 108, 109 or 771; or
(ii) section 22 or 22A of the predecessor Ordinance on or after 10 December 2010.

101. Financial Secretary may specify word or expression for section 100(2)(b)
The Financial Secretary may, by order published in the Gazette, specify any word or expression for the purposes of section 100(2)(b).

### Companies Ordinance 《公司條例》

102. Limited company must not be registered without “Limited” as last word of name etc.
A limited company must not be registered 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.