### Companies Ordinance 《公司條例》

133. Winding up of company re-registered as company limited by shares
(1) This section applies if—
(a) a company is re-registered as a company limited by shares under this Division or section 19 of the predecessor Ordinance; and
(b) the company is wound up.
(2) Despite section 170(1)(a) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32), a person who is not a member of the company but was a member at the time of the re-registration is liable to contribute to the assets of the company in respect of debts and liabilities of the company contracted before the re-registration if the winding up commences within 3 years beginning on the day of the re-registration.
(3) Despite section 170(1)(c) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32), a person who was a member or a past member of the company at the time of the re-registration is liable to contribute to the assets of the company in respect of debts and liabilities of the company contracted before the re-registration if every person who was a member of the company at that time is no longer a member of the company.
(4) Subsection (3) applies even though the existing members of the company have satisfied the contribution required to be made by them under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32).
(5) Despite section 170(1)(d) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32), there is no limit on the amount that a person is liable to contribute under subsection (2) or (3).

134. Nature and transferability of shares
(1) A share or other interest of a member in a company is personal property.
(2) A share or other interest of a member in a company is transferable in accordance with the company’s articles.

135. No nominal value
(1) Shares in a company have no nominal value.
(2) This section applies to shares issued before the commencement date# of this section as well as shares issued on or after that date.

Note—Division 2 of Part 4 of Schedule 11 contains transitional provisions relating to the abolition of nominal value.Editorial Note:
# Commencement date: 3 March 2014.

### Companies Ordinance 《公司條例》

136. Numbering of shares
(1) Each share in a company must be distinguished by an appropriate number, except as provided by subsection (2) or (3).
(2) If, at any time—
(a) all the issued shares in a company are fully paid up and rank equally for all purposes; or
(b) all the issued shares of a particular class in a company are fully paid up and rank equally for all purposes, 
none of those shares is required to have a distinguishing number as long as it remains fully paid up and ranks equally for all purposes with all shares of the same class for the time being issued and fully paid up.
(3) If new shares are issued by a company on the terms that, within a period not exceeding 12 months, they will rank equally for all purposes with all the existing shares, or with all the existing shares of a particular class, in the company, neither the new shares nor the corresponding existing shares are required to have distinguishing numbers as long as all of them are fully paid up and rank equally for all purposes.
(4) If subsection (3) applies and the shares are not numbered, any share certificates for the new shares must be appropriately worded or enfaced.

137. Share certificate to be proof of title in the absence of contrary evidence
In the absence of evidence to the contrary, a certificate issued by a company specifying any shares held by a member in the company is proof of the member’s title to the shares.

138. Repeal of power to issue stock
A company does not have power to convert its shares into stock.

Note—Sections 174 and 175 contain provisions relating to the reconversion of stock into shares.

139. Repeal of power to issue share warrants
(1) A company does not have power to issue a share warrant.
(2) The bearer of a share warrant issued before the commencement date# of this section is entitled, on surrendering it for cancellation, to have the bearer’s name entered in the register of members of the company.
(3) If the company enters the bearer’s name in the register of its members without the share warrant being surrendered and cancelled, the company is liable for any loss suffered by a person as a result of the bearer’s name being entered in the register.
(4) The company must enter the date of surrender of a share warrant in the register of its members.
(5) If a company’s articles so provide, the bearer of a share warrant may be regarded as a member of the company, either to the full extent or for any purposes specified in the articles.
Editorial Note:
# Commencement date: 3 March 2014.

### Companies Ordinance 《公司條例》

140. Exercise by directors of power to allot shares or grant rights
(1) Except in accordance with section 141, the directors of a company must not exercise any power—
(a) to allot shares in the company; or
(b) to grant rights to subscribe for, or to convert any security into, shares in the company.
(2) Subsection (1) does not apply to—
(a) an allotment of shares, or grant of rights, under an offer made to the members of the company in proportion to their shareholdings;
(b) an allotment of shares, or grant of rights, on a bonus issue of shares to the members of the company in proportion to their shareholdings;
(c) an allotment to a founder member of a company of shares that the member, by signing the company’s articles, has agreed to take; or
(d) an allotment of shares made in accordance with a grant of a right to subscribe for, or to convert any security into, shares if the right was granted in accordance with an approval under section 141.
(3) For the purposes of subsection (2)(a), the offer is not required to be made to any member whose address is in a place where the offer is not permitted under the law of that place.
(4) A director commits an offence if the director knowingly contravenes, or authorizes or permits a contravention of, this section.
(5) A director who commits an offence under subsection (4) is liable to a fine at level 5 and to imprisonment for 6 months.
(6) Nothing in this section or section 141 affects the validity of an allotment or other transaction.

### Companies Ordinance 《公司條例》

141. Allotment of shares or grant of rights with company approval
(1) The directors of a company may exercise a power—
(a) to allot shares in the company; or
(b) to grant rights to subscribe for, or to convert any security into, shares in the company,

if the company gives approval in advance by resolution of the company.
(2) Approval may be given for a particular exercise of the power or for its exercise generally, and may be unconditional or subject to conditions.
(3) Subject to subsections (4) and (5), an approval expires—
(a) if the company is required to hold an annual general meeting, on the earlier of—
(i) the conclusion of the annual general meeting held next after the approval was given;
(ii) the expiry of the period within which the next annual general meeting after the approval was given is required to be held;
(b) if the company is not required to hold an annual general meeting because of section 612(1), on the date on which the requirements of that section are satisfied; or
(c) if the company is not required to hold an annual general meeting for any other reason, on the date specified in the approval, which must not be more than 12 months after the approval was given.
(4) An approval may be revoked or varied at any time by resolution of the company.
(5) The directors may allot shares or grant rights after an approval has expired if—
(a) the shares are allotted, or the rights are granted, under an offer, agreement or option made or granted by the company before the approval expired; and
(b) the approval allowed the company to make or grant an offer, agreement or option that would or might require shares to be allotted, or rights to be granted, after the approval had expired.