### Companies Ordinance 《公司條例》

14. Provisions supplementary to section 13
(1) For the purposes of this Division—
(a) if any share is held, or any power is exercisable, by a body corporate in a fiduciary capacity, the share or power is to be regarded as not being held or exercisable by the body corporate; and
(b) subject to subsections (2) and (3), if any share is held, or any power is exercisable, by a subsidiary of a body corporate, or by a person as nominee for a body corporate or such a subsidiary, the share or power is to be regarded as being held or exercisable by the body corporate.
(2) For the purposes of this Division, any share in another body corporate held, or any power in relation to another body corporate exercisable, by a person by virtue of a debenture of that other body corporate, or of a trust deed for securing an issue of such a debenture, is to be regarded as not being held or exercisable by the person.
(3) For the purposes of this Division, any share held, or any power exercisable, by a body corporate or a subsidiary of a body corporate, or by a person as nominee for a body corporate or such a subsidiary, is to be regarded as not being held or exercisable by the body corporate or subsidiary if—
(a) the ordinary business of the body corporate or subsidiary includes the lending of money; and
(b) the share or power is held or exercisable by way of security only for the purpose of a transaction entered into in the ordinary course of that business.
(4) In subsection (1)(b), a reference to a body corporate or subsidiary excludes a body corporate or subsidiary that is concerned only in a fiduciary capacity.

15. Subsidiary
For the purposes of this Ordinance, a body corporate is a subsidiary of another body corporate if that other body corporate is a holding company of it.

17. Application to existing company
(1) This Ordinance applies to an existing company, in the same manner as if—
(a) in the case of a company limited by guarantee, the company had been formed and registered under this Ordinance as a company limited by guarantee;
(b) in the case of a limited company other than a company limited by guarantee, the company had been formed and registered under this Ordinance as a company limited by shares; or
(c) in the case of a company other than a limited company, the company had been formed and registered under this Ordinance as an unlimited company.
(2) For the purpose of applying this Ordinance to an existing company, a reference in this Ordinance to the date of registration is to be read as the date on which the company was registered under a former Companies Ordinance.

### Companies Ordinance 《公司條例》

18. Application to unlimited company registered in pursuance of former Companies Ordinance as limited company
(1) This Ordinance applies to an unlimited company registered as a limited company in pursuance of the predecessor Ordinance or section 58 of the Companies Ordinance 1911 (58 of 1911), in the same manner as it applies to an unlimited company registered under this Ordinance as a limited company.
(2) For the purpose of applying this Ordinance to a company mentioned in subsection (1), a reference in this Ordinance to the date of registration is to be read as the date on which the company was registered in pursuance of the predecessor Ordinance or section 58 of the Companies Ordinance 1911 (58 of 1911).

19. Application to company registered, but not formed, under former Companies Ordinance
(1) This Ordinance applies to a company registered, but not formed, under a former Companies Ordinance, in the same manner as it applies to an eligible company registered under Part 17.
(2) For the purpose of applying this Ordinance to a company mentioned in subsection (1), a reference in this Ordinance to the date of registration is to be read as the date on which the company was registered under the former Companies Ordinance.

20. Interpretation
(1) In this Part—
company (公司) includes—
(a) a non-Hong Kong company registered under section 777(1); or
(b) a company that was, at any time before the commencement date of Part 16, registered in the register kept under section 333AA of the predecessor Ordinance;

digital signature (數碼簽署) has the meaning given by section 2(1) of the Electronic Transactions Ordinance (Cap. 553);
document (文件) includes a document in electronic form or any other form;
electronic signature (電子簽署) has the meaning given by section 2(1) of the Electronic Transactions Ordinance (Cap. 553);
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.
(2) In this Part, a reference to delivering a document includes sending, supplying, forwarding or producing it.

21. Office of Registrar
(1) The Chief Executive may appoint a person to be the Registrar of Companies.
(2) The Chief Executive may appoint other officers for the purposes of this Ordinance.
(3) For the purpose of the registration of companies under this Ordinance, an office is to be established at a place designated by the Chief Executive.
(4) The Chief Executive may direct a seal to be prepared for the authentication of documents required for or connected with the performance of the Registrar’s functions.

### Companies Ordinance 《公司條例》

22. Registrar’s functions
The Registrar’s functions are those conferred on the Registrar by or under this Ordinance or any other Ordinance.

23. Registrar may specify form
(1) The Registrar may specify the form of any document required for the purposes of this Ordinance.
(2) Subsection (1) does not apply to a document—
(a) the form of which is prescribed by this Ordinance; or
(b) the form of which is or may be prescribed by regulations made under this Ordinance.
(3) In specifying the form of a document under subsection (1), the Registrar may specify more than one form of the document, whether as alternatives or to provide for different circumstances.

24. Registrar may issue guidelines
(1) The Registrar may issue guidelines—
(a) indicating the manner in which the Registrar proposes to perform any function or exercise any power; or
(b) providing guidance on the operation of any provision of this Ordinance.
(2) The Registrar—
(a) must publish the guidelines in a manner appropriate to bring them to the notice of persons affected by them; and
(b) must make copies of the guidelines available to the public (in hard copy form or electronic form).
(3) Guidelines issued under this section are not subsidiary legislation.
(4) The Registrar may amend or revoke any of the guidelines. Subsections (2) and (3) apply to an amendment or revocation of guidelines in the same way as they apply to the guidelines.
(5) A person does not incur any civil or criminal liability only because the person has contravened any of the guidelines. If, in any legal proceedings, the court is satisfied that a guideline is relevant to determining a matter that is in issue—
(a) the guideline is admissible in evidence in the proceedings; and
(b) proof that the person contravened or did not contravene the guideline may be relied on by any party to the proceedings as tending to establish or negate the matter.

25. Registrar may authenticate document etc.
(1) If a document is required by this Ordinance to be signed by the Registrar or to bear the Registrar’s printed signature, the Registrar may authenticate it in any manner that the Registrar thinks fit.
(2) If anything is authorized to be certified by the Registrar under this Ordinance or any other Ordinance, the Registrar may certify it in any manner that the Registrar thinks fit.