### Companies Ordinance 《公司條例》

6. Offering shares or debentures to public, etc.
(1) In this Ordinance, a reference to offering shares or debentures of a company to the public includes offering them to a section of the public, whether selected—
(a) as members or debenture holders of the company;
(b) as clients of the person making the offer; or
(c) in any other manner.
(2) In this Ordinance and in a company’s articles, a reference to an invitation to the public to subscribe for shares or debentures of a company includes an invitation to a section of the public, whether selected—
(a) as members or debenture holders of the company;
(b) as clients of the person making the invitation; or
(c) in any other manner.
(3) Neither subsection (1) nor subsection (2) operates to treat a private offer of shares or debentures, or a private invitation to subscribe for shares or debentures, as an offer or invitation made to the public.
(4) In particular—
(a) a provision in a company’s articles prohibiting invitations to the public to subscribe for shares or debentures is not to be regarded as prohibiting a private invitation to subscribe for shares or debentures to be made to members or debenture holders; and
(b) the provisions of this Ordinance relating to private companies are to be construed accordingly.
(5) In this section, an offer of shares or debentures, or an invitation to subscribe for shares or debentures, is a private offer or invitation if the offer or invitation can properly be regarded, in all the circumstances, as being—
(a) not calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation; or
(b) a domestic concern of the persons making and receiving the offer or invitation.

7. Limited company
For the purposes of this Ordinance, a company is a limited company if it is a company limited by shares or by guarantee.

8. Company limited by shares
(1) For the purposes of this Ordinance, a company is a company limited by shares if the liability of its members is limited by the company’s articles to any amount unpaid on the shares held by the members.
(2) For the purposes of subsection (1), the liability of the members of an existing company is to be regarded as being limited by the company’s articles to any amount unpaid on the shares held by the members if a condition of the memorandum of association of the company stating that the liability of the members is limited is regarded as a provision of the articles by virtue of section 98.

### Companies Ordinance 《公司條例》

9. Company limited by guarantee
(1) For the purposes of this Ordinance, a company is a company limited by guarantee if—
(a) it does not have a share capital; and
(b) the liability of its members is limited by the company’s articles to the amount that the members undertake, by those articles, to contribute to the assets of the company in the event of its being wound up.
(2) Subsection (1)(a) does not apply if the company was formed as, or became, a company limited by guarantee under a former Companies Ordinance before 13 February 2004.

10. Unlimited company
For the purposes of this Ordinance, a company is an unlimited company if there is no limit on the liability of its members.

11. Private company
(1) For the purposes of this Ordinance, a company is a private company if—
(a) its articles—
(i) restrict a member’s right to transfer shares;
(ii) limit the number of members to 50; and
(iii) prohibit any invitation to the public to subscribe for any shares or debentures of the company; and
(b) it is not a company limited by guarantee.
(2) In subsection (1)(a)(ii)—
member (成員) excludes—
(a) a member who is an employee of the company; and
(b) a person who was a member while being an employee of the company and who continues to be a member after ceasing to be such an employee.

(3) For the purposes of this section, 2 or more persons who hold shares in a company jointly are to be regarded as one member.

12. Public company
For the purposes of this Ordinance, a company is a public company if—
(a) it is not a private company; and
(b) it is not a company limited by guarantee.

### Companies Ordinance 《公司條例》

13. Holding company
(1) For the purposes of this Ordinance, a body corporate is a holding company of another body corporate if—
(a) it controls the composition of that other body corporate’s board of directors;
(b) it controls more than half of the voting rights in that other body corporate; or
(c) it holds more than half of that other body corporate’s issued share capital.
(2) For the purposes of this Ordinance, a body corporate is also a holding company of another body corporate if it is a holding company of a body corporate that is that other body corporate’s holding company.
(3) For the purposes of subsection (1)(a), a body corporate controls the composition of another body corporate’s board of directors if it has power to appoint or remove all, or a majority, of that other body corporate’s directors without any other person’s consent.
(4) For the purposes of subsection (3), a body corporate has the power to make such an appointment if—
(a) without the exercise of the power in a person’s favour by the body corporate, the person cannot be appointed as a director of that other body corporate; or
(b) it necessarily follows from a person being a director or other officer of the body corporate that the person is appointed as a director of that other body corporate.
(5) In subsection (1)(c), a reference to a body corporate’s issued share capital excludes any part of it that carries no right to participate beyond a specified amount in a distribution of profits or capital.