### Co-operative Societies Ordinance 《合作社條例》

5. Conditions of registration
(1) No society, other than a society of which a member is a registered society, shall be registered under this Ordinance, which does not consist of at least ten persons each of whom is qualified under section 21 for membership.
(2) The word “co-operative” or “合作社” shall form part of the English name or the Chinese name respectively of every society registered under this Ordinance. (Amended 80 of 1997 s. 106)
(3) The word “limited” shall be the last word in, or “有限責任” shall form part of, the English name or the Chinese name respectively of every society with limited liability registered under this Ordinance. (Replaced 21 of 1976 s. 2. Amended 80 of 1997 s. 106)
(4) When for the purposes of this section any question arises as to age, residence, or occupation of land constituting the qualification of any person, that question shall be decided by the Registrar whose decision shall be final.

6. Application for registration
(1) For the purposes of registration an application shall be made to the Registrar.
(2) The application shall be signed—
(a) in the case of a society of which no member is a registered society, by at least ten persons qualified in accordance with the requirements of subsection (1) of section 5; and
(b) in the case of a society of which a member is a registered society, by a duly authorized person on behalf of every such registered society, and, where all the members of the society are not registered societies, by ten other members, or, when there are less than ten other members, by all of them.
(3) The application shall be accompanied by copies of the proposed by-laws of the society, and the persons by whom or on whose behalf such application is made shall furnish such information in regard to the society as the Registrar may require.

7. Registration and appeals
(1) If the Registrar is satisfied that a society has complied with the provisions of this Ordinance and the rules, and that its proposed by-laws are not contrary to this Ordinance or to the rules, he may, if he thinks fit, register the society and its by-laws. An appeal shall lie to the Chief Executive in Council against the refusal of the Registrar to register any society within one month from the date of such refusal. (Amended 61 of 2000 s. 3)
(2) On registration the society shall pay such fee as may be required by the rules.

### Co-operative Societies Ordinance 《合作社條例》

8. Societies to be bodies corporate
The registration of a society shall render it a body corporate by the name under which it is registered, with perpetual succession and with power to hold property, to enter into contracts, to institute and defend suits and other legal proceedings, and to do all things necessary for the purpose of its constitution.

9. Evidence of registration
A certificate of registration signed by the Registrar shall be conclusive evidence that the society therein mentioned is duly registered, unless it is proved that the registration of the society has been cancelled.

10. Amendment of the by-laws of a registered society
(1) Any registered society may, subject to this Ordinance and the rules, amend its by-laws, including the by-law which declares the name of the society.
(2) No amendment of the by-laws of a registered society shall be valid until that amendment has been registered under this Ordinance, for which purpose copies of the amendment shall be forwarded to the Registrar.
(3) If the Registrar is satisfied that any amendment of the by-laws is not contrary to this Ordinance or to the rules, he may, if he thinks fit, register the amendment. An appeal shall lie to the Chief Executive in Council against the refusal of the Registrar to register any amendment of any by-law within one month from the date of such refusal. (Amended 21 of 1976 s. 3; 61 of 2000 s. 3)
(4) An amendment which changes the name of a society shall not affect any right or obligation of the society or of any of its members or past members, and any legal proceedings pending may be continued by or against the society under its new name.
(5) When the Registrar registers an amendment of the by-laws of a registered society, he shall issue to the society a copy of the amendment certified by him, which shall be conclusive evidence of the fact that the amendment has been duly registered.

11. Address of society
Every registered society shall have an address to which all notices and communications may be sent and shall send to the Registrar notice of that address and of every change of that address within 30 days of the registration of the society or the change of address as the case may be; and the Registrar may effect registration thereof.
(Replaced 21 of 1976 s. 4)

12. Copy of Ordinance, rules, by-laws, etc., to be open to inspection
Every registered society shall keep a copy of this Ordinance and of the rules and of its by-laws and a list of its members open to inspection, free of charge, at all reasonable times at the registered address of the society.

### Co-operative Societies Ordinance 《合作社條例》

13. Disposal of produce to or through a registered society
(1) A registered society which has as one of its objects the disposal of any article produced or obtained by the work or industry of its members whether the produce of agriculture, animal husbandry, forestry, fisheries, handicrafts or otherwise may provide in its by-laws or may otherwise contract with its members—
(a) that every such member who produces any such article shall dispose of the whole or any specified amount, proportion or description thereof to or through the society; and
(b) that any member who is proved or adjudged, in such manner as may be prescribed by the rules to be guilty of a breach of the by-laws or contract shall pay to the society as liquidated damages a sum ascertained or assessed in such manner as may be prescribed by the aforesaid rules.
(2) No contract entered into under the provisions of this section shall be contested in any court on the ground only that it constitutes a contract in restraint of trade.

14. Creation of charges in favour of registered societies
Subject to any prior claim of the Government on the property of the debtor and to the lien or claim of a landlord in respect of rent or any money recoverable as rent and in the case of immovable property to any prior registered charge thereon— (Amended 61 of 2000 s. 3)
(a)  any debt or outstanding demand payable to a registered society by any member or past member shall be a first charge on all crops or other agricultural produce, felled timber or other forest produce, marine produce, fish (fresh-water and salt-water), livestock, fodder, agricultural, industrial and fishing implements, plant, machinery, boats, tackle and nets, raw materials, stock in trade and generally all produce of labour and things used in connexion with production raised, purchased or produced in whole or in part from any loan whether in money or in goods given him by the society:
Provided that nothing herein contained shall affect the claim of any bona fide purchaser or transferee without notice; 
(b) any outstanding demands or dues payable to a registered housing society by any member or past member in respect of rent, shares, loans or purchase money or any other rights or amounts payable to such society shall be a first charge upon his interest in the immovable property of the society.

15. Charge and set off in respect of shares or interest of members
A registered society shall have a charge upon the shares or interests in the capital and on the deposits of a member or past member or deceased member and upon any dividend, bonus, or profits payable to a member or past member or to the estate of a deceased member in respect of any debt due to the society from such member or past member or estate, and may set off any sum credited or payable to a member or past member or estate of a deceased member in or towards payment of any such debt.