### Companies Ordinance 《公司條例》

67. Formation of company
(1) Any one or more persons may form a company by—
(a) signing the articles of the company intended to be formed; and
(b) delivering to the Registrar for registration—
(i) an incorporation form in the specified form; and
(ii) a copy of the articles.
(2) A company may only be formed for a lawful purpose.

68. Content of incorporation form
(1) An incorporation form must—
(a) in relation to the company intended to be formed, contain the particulars and statements specified in section 1 of Schedule 2;
(b) in relation to each founder member of the company, contain the particulars specified in section 2 of Schedule 2;
(c) in relation to each person who is to be a director of the company on the company’s formation, contain—
(i) the particulars specified in section 3 of Schedule 2; and
(ii) the statement specified in section 4 of Schedule 2;
(d) in relation to each person who is to be the company secretary, or one of the joint company secretaries, of the company on that formation, contain the particulars specified in section 5 of Schedule 2;
(e) contain the statements specified in section 7 of Schedule 2; and
(f) contain the statement of compliance specified in section 70(1).
(2) If the company intended to be formed is a company limited by shares or an unlimited company, the incorporation form must also contain the statement specified in section 8 of Schedule 2.

69. Signing of incorporation form
An incorporation form must be signed by the founder member named in the form or, if 2 or more founder members are named, by any one of those members.

70. Statement of compliance to be contained in incorporation form
(1) The statement specified for the purposes of section 68(1)(f) is a statement certifying that—
(a) all the requirements of this Ordinance in respect of the registration of the company intended to be formed have been complied with; and
(b) the information, statements and particulars contained in the incorporation form are accurate and consistent with those in the company’s articles.
(2) The Registrar may accept the statement of compliance as sufficient evidence that all the requirements of this Ordinance in respect of the registration of the company have been complied with.

71. Issue of certificate of incorporation on registration
(1) On registering an incorporation form and a copy of the articles delivered under section 67(1)(b), the Registrar must issue a certificate of incorporation certifying that the company—
(a) is incorporated under this Ordinance; and
(b) is a limited company or an unlimited company.
(2) A certificate of incorporation must be signed by the Registrar.

### Companies Ordinance 《公司條例》

72. Conclusiveness of certificate of incorporation
A certificate of incorporation is conclusive evidence that—
(a) all the requirements of this Ordinance in respect of the registration of the company have been complied with; and
(b) the company is registered under this Ordinance.

73. Effect of incorporation
(1) On and after the date of incorporation stated in the certificate of incorporation, the founder members, and any other persons who may from time to time become the company’s members, are a body corporate with the name stated in the certificate or, if a change of name has effect under section 107, 110, 770 or 772, with the new name.
(2) On and after the date of incorporation, the body corporate is capable of exercising all the functions of an incorporated company, and has perpetual succession.
(3) On and after the date of incorporation, the founder members, and any other persons who may from time to time become the company’s members, are liable to contribute to the assets of the company in the event of the company being wound up as is mentioned in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32).

74. Delivery of director’s written consent
(1) Each consent given for the purposes of section 4(b)(ii) of Schedule 2 in relation to a company intended to be formed must be delivered in the specified form to the Registrar for registration not later than 15 days after the date of incorporation of the company.
(2) If subsection (1) is contravened, the company, every responsible person of the company, and the founder member who signs the incorporation form for the purposes of section 69, commit an offence, and each is liable to a fine at level 4 and, in the case of a continuing offence, to a further fine of $700 for each day during which the offence continues.
(3) In any proceedings against a founder member for an offence under this section, it is a defence to establish that the founder member took all reasonable steps to secure compliance with subsection (1).

75. Articles prescribing regulations for company
A company must have articles prescribing regulations for the company.

76. Language of articles
A company’s articles must be in English or Chinese.
(Amended 35 of 2018 s. 7)

77. Form of articles
A company’s articles must be divided into paragraphs and the paragraphs must be numbered consecutively.

78. Financial Secretary may prescribe model articles
(1) The Financial Secretary may, by notice published in the Gazette, prescribe model articles for companies.
(2) Any amendment of model articles under this section does not affect a company incorporated before the amendment takes effect.

### Companies Ordinance 《公司條例》

79. Adoption of model articles
A company may adopt as its articles any or all of the provisions of the model articles prescribed for the type of company to which it belongs.

80. Application of model articles to limited company
(1) On the incorporation of a limited company, the model articles that are prescribed for the type of company to which the company belongs and that are for the time being in force, so far as applicable, form part of the company’s articles in the same manner, and to the same extent, as if those model articles had been registered as the company’s articles.
(2) Subsection (1) applies if the company’s registered articles do not prescribe any regulations for the company.
(3) If the company’s registered articles prescribe any regulations for the company, subsection (1) applies in so far as the articles do not exclude or modify the model articles.

81. Company name
(1) If a company has both an English name and a Chinese name, its articles must state both the English name and the Chinese name.
(2) If a company has only an English name or a Chinese name, its articles must state the English name or the Chinese name.
(Replaced 35 of 2018 s. 8)

82. Company’s objects
(1) If a licence is granted under section 103(2) to an association intended to be formed as a limited company or under section 103(4) to a limited company, then during the period when the licence is in force, the articles of the company must state the company’s objects.
(2) The articles of any other company may state the company’s objects.
(3) Subsections (1) and (2) do not affect any requirement relating to the articles of a company specified in any other Ordinance.

83. Members’ liabilities
(1) The articles of a limited company must state that the liability of its members is limited.
(2) The articles of an unlimited company formed and registered under this Ordinance must state that the liability of its members is unlimited.