### Companies Ordinance 《公司條例》

345. Notification to Registrar of payment of debt, release, etc.
(1) This section applies if—
(a) the debt secured by a registered charge has been paid or satisfied in whole or in part; or
(b) the whole or any part of the property or undertaking subject to a registered charge—
(i) has been released from the charge; or
(ii) has ceased to form part of the company’s or registered non-Hong Kong company’s property or undertaking.
(2) The company or registered non-Hong Kong company, or the mortgagee or person entitled to the charge, may notify the Registrar of the payment, satisfaction, release or cessation.
(3) A notification—
(a) must be in the specified form;
(b) must be accompanied by the prescribed fee; and
(c) must be accompanied by a certified copy of any instrument required by the Registrar for the purpose of evidencing the payment, satisfaction, release or cessation.
(4) If the Registrar is satisfied from the instrument accompanying a notification that the payment, satisfaction, release or cessation did take place, the Registrar must process the notification, and the accompanying instrument, in the same way as if they were delivered to the Registrar for registration.
(5) For the purposes of this section, a copy of an instrument is a certified copy if it is certified as a true copy by—
(a) the mortgagee or the person entitled to the charge; or
(b) in the case of—
(i) a mortgagee or entitled person who is a natural person, a person authorized by the mortgagee or entitled person for the purpose; or
(ii) a mortgagee or entitled person that is a body corporate—
(A) a person authorized by the mortgagee or entitled person for the purpose; or
(B) a director or company secretary of the mortgagee or entitled person.
(6) For the purposes of this section, a charge is a registered charge—
(a) if—
(i) a statement of the particulars of the charge, and the requisite accompanying instrument, have been delivered to the Registrar for registration under Division 2 or 3; and
(ii) the Registrar has recorded the information contained in the statement, and in that instrument, for the purposes of section 27(1); or
(b) if—
(i) immediately before the commencement date# of this Division, the charge was registered under Part III of the predecessor Ordinance; or
(ii) on or after the commencement date# of this Division, the charge has been registered under Part III of the predecessor Ordinance having a continuing effect under Schedule 11.
Editorial Note:
# Commencement date: 3 March 2014.

### Companies Ordinance 《公司條例》

349. Notice of mortgagee entering into possession of property
(1) If a person enters into possession of the property of a company, or the charged property of a registered non-Hong Kong company, as mortgagee, the person must, within 7 days after the date of entering into possession, deliver a statement of that fact to the Registrar for registration.
(2) A statement under subsection (1) must include—
(a) if the person is a natural person—
(i) the person’s name and address; and
(ii) the number of the person’s identity card, or if the person does not have an identity card, the number and issuing country of any passport held by the person; or
(b) if the person is a body corporate, its name and the address of its registered or principal office.
(3) A statement under subsection (1)—
(a) must be in the specified form; and
(b) must be accompanied by the prescribed fee.
(4) If a person contravenes subsection (1), the person commits an offence and is liable to a fine at level 3 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.

### Companies Ordinance 《公司條例》

373. Company must keep accounting records
(1) A company must keep accounting records that comply with subsections (2) and (3).
(2) The accounting records must be sufficient—
(a) to show and explain the company’s transactions;
(b) to disclose with reasonable accuracy, at any time, the company’s financial position and financial performance; and
(c) to enable the directors to ensure that the financial statements comply with this Ordinance.
(3) In particular, the accounting records must contain—
(a) daily entries of all sums of money received and expended by the company, and the matters in respect of which the receipt and expenditure takes place; and
(b) a record of the company’s assets and liabilities.
(4) If subsection (1) does not apply in relation to a subsidiary undertaking of a company, the company must take all reasonable steps to secure that the subsidiary undertaking keeps accounting records that are sufficient to enable the company’s directors to ensure that any financial statements required to be prepared under Subdivision 3 of Division 4 comply with this Ordinance.
(5) A director of a company who fails to take all reasonable steps to secure compliance with subsection (1) or (4) commits an offence and is liable to a fine of $300,000.
(6) A director of a company who wilfully fails to take all reasonable steps to secure compliance with subsection (1) or (4) commits an offence and is liable to a fine of $300,000 and to imprisonment for 12 months.
(7) If a person is charged with an offence under subsection (5), it is a defence to establish that the person had reasonable grounds to believe, and did believe, that a competent and reliable person—
(a) was charged with the duty of ensuring that subsection (1) or (4) (as the case may be) was complied with; and
(b) was in a position to discharge that duty.

### Companies Ordinance 《公司條例》

374. Where accounting records to be kept
(1) A company’s accounting records—
(a) must be kept at its registered office or any other place that the directors think fit; and
(b) must be open to inspection by the directors at all times without charge.
(2) If a company’s accounting records are kept at a place outside Hong Kong, the accounts and returns with respect to the business dealt with in those records—
(a) must be sent to, and kept at, a place in Hong Kong; and
(b) must be open to inspection by the directors at all times without charge.
(3) Those accounts and returns—
(a) must disclose with reasonable accuracy the financial position of the business in question at intervals of not more than 6 months; and
(b) must be sufficient to enable the directors to ensure that any financial statements required to be prepared under Subdivision 3 of Division 4 comply with this Ordinance.
(4) A director of a company who fails to take all reasonable steps to secure compliance with subsection (1), (2) or (3) commits an offence and is liable to a fine of $300,000.
(5) A director of a company who wilfully fails to take all reasonable steps to secure compliance with subsection (1), (2) or (3) commits an offence and is liable to a fine of $300,000 and to imprisonment for 12 months.
(6) If a person is charged with an offence under subsection (4), it is a defence to establish that the person had reasonable grounds to believe, and did believe, that a competent and reliable person—
(a) was charged with the duty of ensuring that subsection (1), (2) or (3) (as the case may be) was complied with; and
(b) was in a position to discharge that duty.