### Companies Ordinance 《公司條例》

33. Registrar may agree to delivery by electronic means (for section 31(1))
(1) The Registrar may enter into an agreement with a company to provide that any document, or any class of document, that relates to the company, and is required or authorized to be delivered to the Registrar under an Ordinance—
(a) will be delivered by electronic means, except as provided for in the agreement; and
(b) will conform to the requirements—
(i) specified in the agreement; or
(ii) specified by the Registrar in accordance with the agreement.
(2) An agreement with a company may also provide that any document, or any class of document, that relates to the company, and is required or authorized to be delivered by the Registrar to it under an Ordinance, will be delivered by electronic means.
(3) The Registrar may specify a standard form for an agreement and the extent to which the form is to be used.
(4) This section does not empower the Registrar to make any agreement that is inconsistent with regulations made under section 34.

34. Financial Secretary may make regulations requiring delivery by electronic means (for section 31(1))
(1) The Financial Secretary may make regulations requiring any document required or authorized to be delivered to the Registrar under an Ordinance to be delivered by electronic means.
(2) The regulations are subject to the approval of the Legislative Council.

35. Registrar may refuse to accept or register document
(1) If the Registrar is of the opinion that a document delivered to him or her for registration under an Ordinance is unsatisfactory, the Registrar—
(a) may refuse to accept the document; or
(b) may, after having accepted the document, exercise the powers specified in subsection (3) or (4).
(2) Subsection (1) does not apply to a prospectus as defined by section 2(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32).
(3) The Registrar may refuse to register the document and return the document to the person who delivered it for registration.
(4) The Registrar may also advise that—
(a) the document be appropriately amended or completed, and be redelivered for registration with or without a supplementary document; or
(b) a fresh document be delivered for registration in its place.
(5) If the Registrar—
(a) refuses to accept a document under subsection (1)(a);
(b) has not received a document; or
(c) refuses to register a document under subsection (3),

the document is to be regarded as not having been delivered to the Registrar in satisfaction of the provision of the Ordinance that requires or authorizes the document to be delivered to the Registrar.

### Companies Ordinance 《公司條例》

36. Registrar may withhold registration of document pending further particulars etc.
For the purpose of determining whether the powers specified in section 35(3) and (4) are exercisable in relation to a document, the Registrar may—
(a) withhold the registration of the document pending compliance with the request under paragraph (b); and
(b) request the person who is required or authorized to deliver the document to the Registrar for registration under the Ordinance to do any or all of the following within a period specified by the Registrar—
(i) to produce any other document, information or evidence that, in the Registrar’s opinion, is necessary for the Registrar to determine the question as to whether the document is unsatisfactory;
(ii) to appropriately amend or complete the document, and redeliver it for registration with or without a supplementary document;
(iii) to apply to the court for any order or direction that the Registrar thinks necessary and to conduct the application diligently;
(iv) to comply with other directions of the Registrar.

37. Appeal against Registrar’s decision to refuse registration
(1) If a person is aggrieved by a decision of the Registrar to refuse to register a document under section 35(3), the person may, within 42 days after the decision, appeal to the Court against the decision.
(2) The Court may make any order that it thinks fit, including an order as to costs.
(3) If the Court makes an order as to costs against the Registrar under subsection (2), the costs are payable out of the general revenue, and the Registrar is not personally liable for the costs.

38. Certain period to be disregarded for calculating daily penalty for failure to deliver document to Registrar
(1) This section applies if—
(a) a document is delivered to the Registrar for registration under an Ordinance; and
(b) the Registrar refuses to register the document under section 35(3).
(2) The Registrar must send a notice of the refusal, and the reasons for the refusal, to—
(a) the person who is required to deliver the document to the Registrar for registration under the Ordinance or, if there is more than one person who is so required, any of those persons; or
(b) if another person delivers, on behalf of the person so required, the document to the Registrar for registration, that other person.
(3) If a notice is sent to a person under subsection (2) with respect to a document, the period specified in subsection (4) is to be disregarded for the purpose of calculating the daily penalty under an Ordinance that makes it an offence for failing to comply with a requirement to deliver the document and that imposes a penalty for each day during which the offence continues.
(4) The period is one beginning on the date on which the document was delivered to the Registrar and ending with the fourteenth day after the date on which the notice is sent under subsection (2).

### Companies Ordinance 《公司條例》

39. Registrar may require company to resolve inconsistency with Companies Register
(1) If it appears to the Registrar that the information contained in a document registered by the Registrar in respect of a company is inconsistent with other information relating to the company on the Companies Register, the Registrar may give notice to the company—
(a) stating in what respect the information contained in the document appears to be inconsistent with other information on the Companies Register; and
(b) requiring the company to take steps to resolve the inconsistency.
(2) For the purposes of subsection (1)(b), the Registrar may require the company to deliver to the Registrar within the period specified in the notice—
(a) information required to resolve the inconsistency; or
(b) evidence that proceedings have been commenced by the company in the Court for the purpose of resolving the inconsistency and that the proceedings are being conducted diligently.
(3) If a company fails to comply with a requirement under subsection (1)(b), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1,000 for each day during which the offence continues.
(4) If a person is charged with an offence under subsection (3) for failure to comply with a requirement, it is a defence to establish that the person took all reasonable steps to secure compliance with the requirement.

40. Registrar may require further information for updating etc.
(1) For the purpose of ensuring that a person’s information on the Companies Register is accurate or bringing the information up to date, the Registrar may send a notice to the person requiring the person to give the Registrar, within a period specified by the Registrar, any information about the person, being information of the kind that is included on the Companies Register.
(2) If a person fails to comply with a requirement under subsection (1)—
(a) where the person is a company, the company, and every responsible person of the company, commit an offence; or
(b) where the person is not a company, the person commits an offence.
(3) A person who commits an offence under subsection (2) is liable to a fine at level 5 and, in the case of a continuing offence, to a further fine of $1,000 for each day during which the offence continues.
(4) If a person is charged with an offence under subsection (2) for failure to comply with a requirement, it is a defence to establish that the person took all reasonable steps to secure compliance with the requirement.