### Companies Ordinance 《公司條例》

142. Return of allotment
(1) Within one month after an allotment of shares, a limited company must deliver to the Registrar for registration a return of the allotment that complies with subsection (2).
(2) A return—
(a) must be in the specified form;
(b) must include a statement of capital, as at the time immediately after the allotment, that complies with section 201; (Amended 35 of 2018 s. 11)
(c) must state—
(i) the number of shares allotted;
(ii) the name and address of each allottee; and
(iii) if the company’s issued share capital is increased as a result of the allotment, the amount of the increase;
(d) for any shares allotted for consideration (whether wholly or partly cash consideration or non-cash consideration)—
(i) must state the amount paid or regarded as paid on each share and the amount (if any) remaining unpaid or regarded as remaining unpaid on each share;
(ii) in the case of an allotment wholly or partly for non-cash consideration under an arrangement made under Division 2 of Part 13, must contain particulars of the order of the Court sanctioning the arrangement; and
(iii) in any other case of an allotment wholly or partly for non-cash consideration, must contain particulars of the contract for sale, or for services or other consideration in respect of which the shares were allotted; and
(e) for any shares allotted credited as fully paid up (whether on or without a capitalization)—
(i) must state the amount regarded as paid on each share; and
(ii) must contain particulars of the resolution authorizing the capitalization or allotment.
(3) If a limited 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 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
(4) If a limited company fails to deliver a return that complies with subsection (2) within one month after an allotment of shares, the Court may, on application by the company or a responsible person of the company, extend the period for delivery of the return by a period determined by the Court.
(5) The Court may extend a period under subsection (4) only if it is satisfied—
(a) that failure to deliver the return was accidental or due to inadvertence; or
(b) that it is just and equitable to extend the period.
(6) If the Court extends the period for delivery of a return, any liability already incurred by the company or a responsible person of the company for an offence under subsection (3) is extinguished and subsection (1) has effect as if the reference to one month were a reference to the extended period.

### Companies Ordinance 《公司條例》

143. Registration of allotment
(1) A company must register an allotment of shares as soon as practicable and in any event within 2 months after the date of the allotment, by entering in the register of its members the information referred to in section 627(2) and (3).
(2) If a company fails to register an allotment of shares within 2 months after the date of the allotment, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.

144. Issue of share certificate on allotment
(1) Within 2 months after an allotment of shares, a company must complete the certificates for the shares and have the certificates ready for delivery.
(2) Subsection (1) does not apply if the conditions of issue of the shares provide otherwise.
(3) If a company contravenes this section, the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.

145. Order of Court for delivery of share certificate
(1) If a company contravenes section 144 in relation to an allotment of shares, a person entitled to the certificates for the shares may serve a notice on the company requiring it to deliver the certificates to the person within 10 days.
(2) If a company on which a notice has been served under subsection (1) does not deliver the certificates within 10 days after service of the notice, the person may apply to the Court for an order under subsection (3).
(3) On an application under subsection (2), the Court may make an order directing the company and any officer of the company to deliver the certificates to the person within the period specified in the order.
(4) The order may provide that all costs of and incidental to the application are to be borne by the company or by an officer of the company responsible for the contravention.

### Companies Ordinance 《公司條例》

146. Validation by Court of issue or allotment
(1) This section applies if a company purports to issue or allot shares and—
(a) the issue or allotment is or may be invalid for any reason; or
(b) the terms of the issue or allotment are inconsistent with or not authorized by—
(i) this Ordinance or any other Ordinance; or
(ii) the company’s articles.
(2) The company, a creditor of the company or a holder or mortgagee of any of the shares may apply to the Court for an order validating, or confirming the terms of, the issue or allotment.
(3) The Court may make an order under subsection (2) if the Court is satisfied that it is just and equitable to do so.
(4) On delivery of an office copy of the order to the Registrar, the order has effect from the time of the purported issue or allotment.

147. General prohibition of commissions, discounts and allowances
(1) Except as permitted by section 148, a company must not apply any of its shares or share capital, either directly or indirectly, in payment of any commission, discount or allowance to a person in consideration of the person—
(a) subscribing or agreeing to subscribe (whether absolutely or conditionally) for shares in the company; or
(b) procuring or agreeing to procure subscriptions (whether absolute or conditional) for shares in the company.
(2) It is immaterial how the shares or share capital are applied, whether by being added to the purchase money of property acquired by the company or to the contract price of work to be executed for the company, or being paid out of the nominal purchase money or contract price, or otherwise.
(3) Nothing in this section affects the payment of brokerage by a company.