### Companies Ordinance 《公司條例》

476. Direction requiring company to appoint company secretary
(1) If it appears to the Registrar that a company is in contravention of section 474(1) or (4) or 475(2) or (3), the Registrar may direct the company to appoint a company secretary in compliance with that section.
(2) The direction must specify—
(a) the statutory requirement of which the company appears to be in contravention;
(b) subject to subsection (3), the period within which the company must comply with the direction; and
(c) that a failure to comply with the direction is an offence under subsection (6).
(3) The period must not be less than one month or more than 3 months after the date on which the direction is given.
(4) The Registrar may, before the end of the period specified in the direction, by notice in writing extend the period.
(5) The company must comply with the direction by making the necessary appointment before the end of the period specified in the direction, or, if the period is extended by the Registrar under subsection (4), the extended period.
(6) If a company fails to comply with a direction under this section, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 6 and, in the case of a continuing offence, to a further fine of $2,000 for each day during which the offence continues.

477. Resignation of company secretary
(1) A company secretary of a company may, unless it is otherwise provided in the articles of the company or by any agreement with the company, resign as company secretary at any time.
(2) If a company secretary of a company resigns, the company must deliver a notice of the resignation to the Registrar in the manner required by section 652(2).
(3) Despite subsection (2), if the company secretary resigning has reasonable grounds for believing that the company will not deliver the notice, the company secretary resigning must deliver to the Registrar for registration a notice of the resignation in the specified form.
(4) The notice required to be delivered under subsection (3) must state—
(a) whether the company secretary resigning is required by the articles of the company or by any agreement with the company to give notice of resignation to the company; and
(b) if notice is so required, whether the notice has been given in accordance with the requirement.
(5) If notice of the resignation of a company secretary of a company is required to be given by the articles of the company or by any agreement with the company, the resignation does not have effect unless the company secretary gives notice in writing of the resignation—
(a) in accordance with the requirement;
(b) by leaving it at the registered office of the company; or
(c) by sending it to the company in hard copy form or in electronic form.

### Companies Ordinance 《公司條例》

478. Director vicariously liable for acts of alternate etc.
(1) If the articles of a company authorize a director to appoint an alternate director to act in place of the director, then, unless the articles contain any provision to the contrary, whether express or implied—
(a) an alternate director so appointed is deemed to be the agent of the director who appoints the alternate director; and
(b) a director who appoints an alternate director is vicariously liable for any tort committed by the alternate director while acting in the capacity of alternate director.
(2) Nothing in subsection (1)(b) affects the personal liability of an alternate director for any act or omission.

479. Avoidance of acts done by person in dual capacity as director and company secretary
(1) A provision requiring or authorizing a thing to be done by or to a director and a company secretary of a company is not satisfied by its being done by or to the same person acting—
(a) both as director and company secretary; or
(b) both as director and in place of the company secretary.
(2) This section applies to—
(a) any provision of this Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32); and
(b) any provision in a company’s articles.

480. Provisions as to undischarged bankrupt acting as director
(1) A person who is an undischarged bankrupt must not act as director of, or directly or indirectly take part or be concerned in the management of, a company, except with the leave of the Court by which the person was adjudged bankrupt.
(2) A person who contravenes subsection (1) commits an offence and is liable—
(a) on conviction on indictment to a fine of $700,000 and to imprisonment for 2 years; or
(b) on summary conviction to a fine of $150,000 and to imprisonment for 12 months.
(3) The Court must not give leave for the purposes of this section unless notice of intention to apply for it has been served on the Official Receiver.
(4) If the Official Receiver is of opinion that it is contrary to the public interest that an application under subsection (3) should be granted, the Official Receiver must attend the hearing of, and oppose the granting of, the application.
(5) In subsection (1)—
company (公司) has the meaning given by section 168C(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32).

### Companies Ordinance 《公司條例》

481. Minutes of directors’ meetings and directors’ resolutions
(Amended 35 of 2018 s. 55)(1) A company must cause the following to be recorded—(Amended 35 of 2018 s. 55)
(a) minutes of all proceedings at meetings of its directors; and
(b) all resolutions passed by its directors without a meeting.
(2) A company must keep the records under subsection (1) for at least 10 years from— (Amended 35 of 2018 s. 55)
(a) the date of the meeting; or
(b) the date of the passing of the resolution without a meeting.
(3) 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 5 and, in the case of a continuing offence, to a further fine of $1,000 for each day during which the offence continues.
(4) This section does not apply to a resolution passed without a meeting before the commencement date* of section 55 of the Companies (Amendment) (No. 2) Ordinance 2018 (35 of 2018). (Added 35 of 2018 s. 55)
(Amended 35 of 2018 s. 55) Editorial Note:
* Commencement date: 1 February 2019.

482. Minutes as evidence
(1) Minutes recorded in accordance with section 481, if purporting to be signed by the chairperson of the meeting or by the chairperson of the next directors’ meeting, are evidence of the proceedings at the meeting.
(2) If the proceedings at a meeting of directors are evidenced by minutes under subsection (1), then, until the contrary is proved— (Amended 35 of 2018 s. 56)
(a) the meeting is to be regarded as having been duly held and convened;
(b) all proceedings at the meeting are to be regarded as having duly taken place; and
(c) all appointments at the meeting are to be regarded as valid.
(3) Subsection (2)(c) is subject to sections 456(3) and 459(2).