### Registered Trustees Incorporation Ordinance 《註冊受託人法團條例》

3. Application for certificate of incorporation
(1) The duly appointed trustees, who shall in number be not less than 3 nor more than 7, for the time being of any body of persons or charity may apply to the Registrar for a certificate of incorporation. (Amended 14 of 1968 s. 4)
(2) Every application shall be—
(a) in writing signed by the trustees;
(b) franked denoting payment of the prescribed fee;
(c) accompanied by the particulars specified in the First Schedule or such of them as are applicable to the case; and
(d) accompanied by the documents specified in that Schedule or such of them as are applicable to the case. (Replaced 14 of 1968 s. 4)
(3) The Registrar may require such declaration or other evidence in verification of the statements and particulars in the application, and such other particulars, information and evidence, if any, as he may think fit.

4. Grant of a certificate of incorporation
(1) If the Chief Executive, having regard to the nature and objects and other circumstances of a body of persons or charity in respect of which application has been made for a certificate in accordance with the provisions of section 3, considers the incorporation of the trustees of such body or charity expedient, he may, upon payment to the Registrar of the prescribed fee therefor, grant a certificate of incorporation, and such certificate shall be subject to such conditions or directions as may be inserted therein; and the Chief Executive may at any time cancel or amend such certificate. (Amended 14 of 1968 s. 5; 49 of 1968 s. 2; 18 of 1999 s. 3)
(2) From the date of the grant of the certificate, the trustees and their successors in office shall be a body corporate by the name set forth in the certificate and in that name shall have perpetual succession, and may sue and be sued, and shall have and use a common seal.
(3) Subject to the conditions or directions (if any) inserted in the certificate, the corporation shall have power to acquire and hold and by instrument under its common seal to convey, assign, demise, surrender, exchange, mortgage or otherwise deal with any movable or immovable property in such and the like manner and subject to such restrictions and provisions as such trustees might without such incorporation acquire, hold, convey, assign, demise, surrender, exchange, mortgage or otherwise deal with the same for the purposes of such body of persons or charity. (Amended 14 of 1968 s. 5; 74 of 1974 s. 3)

### Registered Trustees Incorporation Ordinance 《註冊受託人法團條例》

5. Notice of incorporation and validity of certificate
(1) When the Chief Executive has granted, cancelled or amended a certificate, the Registrar shall cause notice thereof to be published in the Gazette. (Amended 18 of 1999 s. 3)
(2) A certificate shall be conclusive evidence that all preliminary requirements of this Ordinance in respect of such incorporation have been complied with, and the date of such certificate shall be deemed to be the date on which incorporation took place.

6. Common seal
(1) The common seal of a corporation shall bear such device as may be approved by the Registrar, and shall bear the name of the corporation.
(2) The seal shall not be changed except with the consent of the Registrar, who, if satisfied that such change is necessary or desirable, may upon payment of the prescribed fee give his consent thereto. (Amended L.N. 386 of 1993)

7. Vesting of land
Where—
(a) any land belongs to or is held in trust for a body of persons or charity; and
(b) trustees of that body or charity have been incorporated under this Ordinance,
the person whose name appears in the Land Registry register as the owner of the land shall, on being required to do so by the corporation, cause the land to be assigned to the corporation; and on the land being so assigned, it shall vest in the corporation in trust for the body of persons or charity, as the case may be.
(Replaced 74 of 1974 s. 3. Amended 8 of 1993 s. 2)

8. Change of trustees
Where a certificate has been granted, vacancies in the number of the trustees shall from time to time be filled so far as is required by the constitution, settlement or rules of the body of persons or charity or by such conditions or directions as may be contained in the certificate, by such legal means as would have been available for the appointment of new trustees of such body of persons or charity if no certificate had been granted, or otherwise as may be required by such conditions or directions aforesaid.
(Amended 14 of 1968 s. 7; L.N. 20 of 1979)

### Registered Trustees Incorporation Ordinance 《註冊受託人法團條例》

9. Notification of change of principal office or trustees
(1) Notice of any change in the situation of the principal office shall be given not later than 28 days after the change, to the Registrar.
(2) Within 28 days after the appointment of each new trustee, a notification thereof by the corporation containing particulars of the full name and aliases (if any), residential address, occupation and nationality of the new trustee, together with such evidence as the Registrar may require of such appointment and the consent in writing of such new trustee to his appointment, shall be delivered to the Registrar. (Amended 13 of 1966 Schedule)
(3) Within 28 days after the death, resignation or removal of a trustee, a notification thereof by the corporation shall be delivered to the Registrar together with such evidence as the Registrar may require. (Amended 13 of 1966 Schedule)
(4) The Registrar, if satisfied with the evidence produced to him under this section, shall, upon payment of the prescribed fee, register the change in the address of the principal office or the appointment of any new trustee and the death, resignation or removal of any trustee who has died, resigned or been removed, as the case may be. (Amended 13 of 1966 Schedule)
(5) Where any corporation fails to give notice as required by this section, every trustee shall be guilty of an offence and shall be liable on summary conviction to a fine at level 1: (Amended E.R. 5 of 2021)
Provided that it shall be a good defence for any trustee to prove that he did not know and could not readily have learnt of such change or in the case of a newly appointed trustee that he did not give his consent to such appointment and did not act as a trustee. (Amended 13 of 1966 Schedule)

10. Registers and documents
(1) The Registrar shall maintain a register of all corporations and shall have custody of all applications for certificates of incorporation of such corporations, and all documents submitted in connexion therewith.
(2) Such register shall be open to inspection by the general public during office hours on payment of the prescribed fee.
(3) Upon payment of the prescribed fee, any person may inspect any document registered with or kept by the Registrar under the provisions of this Ordinance and may require a copy or extract of any such document to be made and certified under the hand of the Registrar.