### Companies Ordinance 《公司條例》

119. Section 117 not to apply to certain cases
(1) Section 117 does not apply to any act of an exempted company except in favour of a person who—
(a) does not know at the time of the act that the company is an exempted company; or
(b) gives full consideration for the act and does not know—
(i) that the act is not permitted by any relevant document of the company; or
(ii) that the act is beyond the powers of the directors.
(2) If an exempted company purports to transfer or grant an interest in property, the fact that—
(a) the act was not permitted by any relevant document of the company; or
(b) the directors exceeded any limitation on their powers under any relevant document of the company, 
does not affect the title of a person who subsequently acquires the property or any interest in it for full consideration without actual notice of any of the circumstances set out in paragraph (a) or (b).
(3) In any civil proceedings arising out of subsection (1) or (2), the burden of proving that—
(a) a person knew that the company was an exempted company;
(b) a person knew that the act was not permitted by any relevant document of the company; or
(c) a person knew that the act was beyond the powers of the directors,

lies on the person who asserts that fact.
(4) In this section—
exempted company (獲豁免公司) means a company—
(a) to which a licence under section 103 relates; and
(b) that is exempt from tax under section 88 of the Inland Revenue Ordinance (Cap. 112);

relevant document (有關文件), in relation to a company, means—
(a) the company’s articles;
(b) any resolutions of the company or of any class of members of the company; or
(c) any agreements between the members, or members of any class of members, of the company.

120. No constructive notice of matters disclosed in articles etc.
A person is not to be regarded as having notice of any matter merely because the matter is disclosed in—
(a) the articles of a company kept by the Registrar; or
(b) a return or resolution kept by the Registrar.

### Companies Ordinance 《公司條例》

121. Contracts made by or on behalf of company
(1) This section applies to—
(a) a contract that would be required by law to be in writing and under seal if made between natural persons;
(b) a contract that would be required by law to be in writing, and to be signed by the parties to the contract, if made between natural persons; and
(c) a contract that, though made orally and not in writing, would by law be valid if made between natural persons.
(2) A contract specified in subsection (1)(a) may be made by a company—
(a) in writing under the company’s common seal (if any); or
(b) in writing executed in accordance with section 127(3) and expressed (in whatever words) to be executed by the company.
(3) A contract specified in subsection (1)(b) may be made on behalf of a company in writing signed by any person acting with the company’s authority (whether express or implied).
(4) A contract specified in subsection (1)(c) may be made on behalf of a company orally by any person acting with the company’s authority (whether express or implied).
(5) A contract made in accordance with this section—
(a) is effective in law; and
(b) binds the company and its successors and all other parties to the contract.
(6) A contract made in accordance with this section may be varied or discharged in the same manner in which it is authorized by this section to be made.

122. Contracts made before company’s incorporation
(1) This section applies if a contract purports to have been made in the name or on behalf of a company before the company was incorporated.
(2) Subject to any express agreement to the contrary—
(a) the contract has effect as a contract entered into by the person purporting to act for the company or as an agent for the company; and
(b) the person is personally liable on the contract and is entitled to enforce the contract.
(3) After incorporation, the company may ratify the contract to the same extent as if—
(a) the company had already been incorporated when the contract was entered into; and
(b) the contract had been entered into on the company’s behalf by an agent acting without the company’s authority.
(4) Despite subsection (2)(b), if the contract is ratified by the company, then on and after the ratification, the liability of the person mentioned in that subsection is not greater than the liability that the person would have incurred if the person had entered into the contract after the company’s incorporation as an agent acting without the company’s authority.

### Companies Ordinance 《公司條例》

123. Bills of exchange and promissory notes
If a bill of exchange or promissory note is made, accepted or endorsed in the name of, or by or on behalf or on account of, a company by a person acting with the company’s authority, the bill or note is to be regarded as having been made, accepted or endorsed on the company’s behalf.

124. Company may have common seal etc.
(1) A company may have a common seal.
(2) A company’s common seal must be a metallic seal having the company’s name engraved on it in compliance with subsection (2A) in legible form. (Amended 35 of 2018 s. 10)
(2A) A company’s common seal must be engraved with—
(a) if the company has both an English name and a Chinese name—the English name or the Chinese name or both; or
(b) if the company has only an English name or a Chinese name—the English name or the Chinese name. (Added 35 of 2018 s. 10)
(3) If subsection (2) is contravened, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.
(4) If an officer of a company or a person on behalf of a company uses, or authorizes the use of, a seal that purports to be the company’s common seal and that contravenes subsection (2), the officer or person commits an offence and is liable to a fine at level 3.