（Companies Ordinance）Schedule 11:Transitional and Saving Provisions[s. 27, 369 & 913]Part 12-(Hong Kong)Companies Ordinance-Gold Brand Consulting

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(Hong Kong)Companies Ordinance

（Companies Ordinance）Schedule 11:Transitional and Saving Provisions[s. 27, 369 & 913]Part 12 2013-09-11 16:57:02 Release　Author：　Read Flow：3487次

Part 12 Transitional and Saving Arrangements for Part 12

98.
Interpretation
(1) For the purposes of sections 100, 101, 102, 104, 105, 106
and 111 of this Schedule, if notice of a meeting is given
over more than one day, it is to be regarded as given on the
first of those days.

(2) For the purposes of sections 100, 101, 103 and 107 of this
Schedule, if copies of a requisition are deposited on more
than one day, the date on which the requisition is made
is to be regarded as the first day on which the copies
deposited are sufficient to require the company to act.
99.
Written resolution
(1) Sections 116B (except subsections (7), (8), (9) and (10)),
116BA and 116BB of the predecessor Ordinance, as in
force immediately before their repeal, continue to apply in
relation to resolutions sent or circulated to any relevant
member before the commencement date of Subdivision 2
of Division 1 of Part 12.
(2) In this section—
relevant member (有關成員) means a member whose signature is
required by section 116B(1) of the predecessor Ordinance.
100.
Resolutions at meetings
Section 116 of the predecessor Ordinance, as in force
immediately before its repeal, continues to apply in relation to
resolutions (other than written resolutions)—
(a) of which notice was given before the commencement
date of Subdivision 3 of Division 1 of Part 12; or
(b) that are proposed at a meeting—
(i) of
which
notice
was
given
before
that
commencement date; or
(ii) that is convened in accordance with a requisition
made before that commencement date under
section 113 of the predecessor Ordinance.

101.
Calling meetings
(1) Section 113 of the predecessor Ordinance, as in force
immediately before its repeal, continues to apply in relation
to requisitions made before the commencement date of
sections 566, 567 and 568.
(2) Section 114A(1)(b) of the predecessor Ordinance, as in
force immediately before its repeal, continues to apply in
relation to a meeting of which notice was given before the
commencement date of section 569.
102.
Notice of meetings
(1) Sections 111(1), 114, 114A, 116A, 141(7) and 155B of the
predecessor Ordinance, as in force immediately before their
repeal, continue to apply in relation to a meeting of which
notice was given before the commencement date of sections
571, 574, 576 and 577.
(2) Section 116C of the predecessor Ordinance, as in force
immediately before its repeal, continues to apply in relation
to resolutions for which special notice is required if notice
of the intention to move the resolution was given to the
company before the commencement date of section 578.
103.
Members’ statements
In so far as it relates to the circulation of any statement in
relation to an annual general meeting, section 115A of the
predecessor Ordinance, as in force immediately before its repeal,
continues to apply in relation to requisitions made to a company
under section 115A(1)(b) of the predecessor Ordinance before
the commencement date of Subdivision 6 of Division 1 of
Part 12.

104.
Procedure at meetings
Sections 114A(1)(c) and (d), 114AA and 118 of the predecessor
Ordinance, as in force immediately before their repeal, continue
to apply to meetings of which notice was given before the
commencement date of Subdivision 7 of Division 1 of Part 12.
105.
Voting at meetings
Sections 114A(1)(e), 114D, 114E and 116(2) of the predecessor
Ordinance, as in force immediately before their repeal, continue
to apply to meetings of which notice was given before the
commencement date of Subdivision 8 of Division 1 of Part 12.
106.
Proxies and corporate representatives
Sections 114C and 115 of the predecessor Ordinance, as in force
immediately before their repeal, continue to apply to meetings
of which notice was given before the commencement date of
Subdivision 9 of Division 1 of Part 12.
107.
Annual general meetings
(1) The repeal of section 115A of the predecessor Ordinance
does not affect its application in relation to a requisition
under section 115A(1)(a) of the predecessor Ordinance
made to a company before the repeal.
(2) If a company is required under section 78(1) of this
Schedule to lay at its annual general meeting an account or
a balance sheet in accordance with section 122 of the
predecessor Ordinance—
(a) section 111(1), (5) and (6) of the predecessor Ordinance,
as in force immediately before its repeal, continues to
apply in relation to an annual general meeting at which
the account or balance sheet is to be laid; and
(b) section 610 applies in relation to subsequent annual
general meetings.(3) For the purposes of subsection (2)(a), section 111(6)(a) of
the predecessor Ordinance has effect as if for the words “a
resolution or resolutions in accordance with section 116B”,
there were substituted the words “a written resolution or
written resolutions”.
(4) The repeal of section 111(2), (3), (4) and (5) of the
predecessor Ordinance does not affect its operation in
relation to a company if an application under section
111(2) of the predecessor Ordinance was made before the
commencement date of section 610.
(5) If a company has contravened section 111(1) of the
predecessor Ordinance and no member of the company has
made an application under section 111(2) of that
Ordinance, section 610(7), (8) and (9) has effect in relation
to the company as if—
(a) for the words “subsection (1), (2), (3) or (6)” in section
610(7) and (9), there were substituted the words
“section 111(1) of the predecessor Ordinance”; and
(b) for the words “the financial year in respect of which
the company has failed to hold an annual general
meeting in accordance with this section” in section
610(8), there were substituted the words “the year in
respect of which the company has failed to hold an
annual general meeting in accordance with section
111(1) of the predecessor Ordinance”.
(6) In so far as it relates to giving notice of a resolution in
relation to an annual general meeting, section 115A of the
predecessor Ordinance, as in force immediately before its
repeal, continues to apply in relation to requisitions made
to a company under section 115A(1)(a) of the predecessor
Ordinance before the commencement date of sections 615
and 616.108.
Records of resolutions and meetings
(1) Sections 116B(7), (8), (9) and (10), 116BC, 119, 119A and
120 of the predecessor Ordinance, as in force immediately
before their repeal, continue to apply in relation to
resolutions passed, meetings held or decisions taken before
the commencement date of sections 617 to 621.
(2) Despite subsection (1), a company is not required to keep a
record or the minutes that have been entered into a book in
accordance with section 116B(7), 116BC(3) or 119(1) of the
predecessor Ordinance if the record or the minutes have
been kept for at least 10 years from the date of the
resolution, meeting or decision, as the case may be.
(3) Section 117(1), (5) and (7) of the predecessor Ordinance, as
in force immediately before its repeal, continues to apply in
relation to resolutions passed and agreements made, but
not forwarded to the Registrar, before the commencement
date of section 622 (except subsections (3) and (5)).
(4) Section 117(2), (6) and (7) of the predecessor Ordinance, as
in force immediately before its repeal, continues to apply
in relation to a company’s articles issued before the
commencement date of section 622(3).
(5) Section 117(3), (6) and (7) of the predecessor Ordinance, as
in force immediately before its repeal, continues to apply if
the request was received by the company before the
commencement date of section 622(5).
109.
Right to inspect records of resolutions and meetings
Sections 120(1), (3) and (4) and 348C(3) of the predecessor
Ordinance, as in force immediately before their repeal—
(a) continue to apply in relation to a request received by
the company before the commencement date of section
620 for inspecting the books containing the minutes of
proceedings of any general meeting of the company;(b) continue to apply, by virtue of section 116B(9) of the
predecessor Ordinance as so in force, in relation to a
request received by the company before the
commencement date of section 620 for inspecting the
record made in accordance with section 116B(7) of
that Ordinance; and
(c) continue to apply, by virtue of section 116BC(4) of the
predecessor Ordinance as so in force, in relation to a
request received by the company before the
commencement date of section 620 for inspecting the
record made in accordance with section 116BC(3) of
that Ordinance.
110.
Right to obtain copy of records of resolutions and meetings
Sections 120(2), (3) and (4) and 348C(3) of the predecessor
Ordinance, as in force immediately before their repeal—
(a) continue to apply in relation to a request received by
the company before the commencement date of section
620 for a copy of the books containing the minutes of
proceedings of any general meeting of the company;
(b) continue to apply, by virtue of section 116B(9) of the
predecessor Ordinance as so in force, in relation to a
request received by the company before the
commencement date of section 620 for a copy of the
record made in accordance with section 116B(7) of
that Ordinance; and
(c) continue to apply, by virtue of section 116BC(4) of the
predecessor Ordinance as so in force, in relation to a
request received by the company before the
commencement date of section 620 for a copy of the
record made in accordance with section 116BC(3) of
that Ordinance.111.
Application to class meetings
Section 63A(6) of the predecessor Ordinance, as in force
immediately before its repeal, continues to apply in relation to
meetings of which notice was given before the commencement
date of Subdivision 12 of Division 1 of Part 12.
112.
Register of members
(1) On and after the commencement date of section 627, a
register of members kept under section 95 of the
predecessor Ordinance is to be regarded as a register of
members kept under and for the purposes of section 627.
(2) Sections 98(1), (3) and (4) and 348C(3) of the predecessor
Ordinance, as in force immediately before their repeal,
continue to apply in relation to a request received by the
company before the commencement date of section 631 for
inspecting a register of members or index of members’
names.
(3) Sections 98(2), (3) and (4) and 348C(3) of the predecessor
Ordinance, as in force immediately before their repeal,
continue to apply in relation to a request received by the
company before the commencement date of section 631 for
a copy of a register of members (or any part of it).
(4) Section 99 of the predecessor Ordinance, as in force
immediately before its repeal, continues to apply in relation
to a closure of a register of members if the notice for the
purposes of section 99(1) of the predecessor Ordinance was
given before the commencement date of section 632.
(5) Section 104 of the predecessor Ordinance, as in force
immediately before its repeal, continues to apply in relation
to a register of members kept under a licence issued under
section 103 of that Ordinance.113.
Inspection of register of directors and secretaries
Sections 158(7), (8) and (9) and 348C(3) of the predecessor
Ordinance, as in force immediately before their repeal, continue
to apply in relation to a request received by the company before
the commencement date of sections 642 and 649 for inspecting
a register of directors and secretaries.
114.
Register of directors
On and after the commencement date of section 641, a register of
directors and secretaries kept by a company under section 158(1)
of the predecessor Ordinance, in so far as it relates to the
company’s directors or reserve directors, is to be regarded as a
register of directors kept under and for the purposes of section 641.
115.
Particulars to be registered in register of directors
(1) An existing company need not comply with any provision
of this Ordinance requiring the company’s register of
directors to contain particulars additional to those required
by the predecessor Ordinance until—
(a) the date to which the company makes up its first
annual return made up to a date on or after the
commencement date of section 643; or
(b) if the company fails to do so, the last date to which
the company should have made up that return.
(2) Unless the existing company is a company formed and
registered under a provision of the predecessor Ordinance
having a continuing effect under this Schedule or by
virtue of section 23 of the Interpretation and General
Clauses Ordinance (Cap. 1), subsection (1) does not
apply in relation to a director or reserve director of
whom particulars are first registered on or after the
commencement date of section 643 (whether the director
or reserve director was appointed before, on or after that
date).(3) Subsection (1) ceases to apply in relation to a director or
reserve director whose registered particulars fall to be
altered on or after the commencement date of section 643
(whether the change occurred before, on or after that date).
(4) Subsections (1), (2) and (3) do not affect the particulars
required to be included in the company’s annual return.
(5) In the case of a director or reserve director of an existing
company who is a natural person, the address of the
company’s registered office is to be regarded, on and after
the commencement date of section 643, as the
correspondence address of the director or reserve director.
(6) The operation of subsection (5) does not give rise to any
duty to deliver a notice to the Registrar under section 645.
116.
Supplementary provisions relating to particulars to be registered
(1) On the commencement date of section 643, an existing
company must remove from its register of directors any
entry relating to a shadow director who is deemed to be a
director of the company under section 158(10)(a) of the
predecessor Ordinance.
(2) If, in accordance with section 158 of the predecessor
Ordinance, an existing company has sent to the Registrar a
notification in relation to a shadow director of the
company, section 645 applies as if the shadow director had
ceased to be a director on the commencement date of
section 643.
(3) The removal by an existing company from its register of
directors on or after the commencement date of section
643 of particulars required by the predecessor Ordinance
but not required by this Ordinance does not give rise to
any duty to deliver a notice to the Registrar under section
645.(4) Section 158 of the predecessor Ordinance, as in force
immediately before its repeal, continues to apply in relation
to a change occurring before the commencement date of
section 643.
117.
Register of company secretaries
On and after the commencement date of section 648, a register
of directors and secretaries kept by a company under section
158(1) of the predecessor Ordinance, in so far as it relates to the
company secretary or joint company secretaries of the company,
is to be regarded as a register of company secretaries kept under
and for the purposes of section 648.
118.
Particulars to be registered in register of company secretaries
(1) An existing company need not comply with any provision
of this Ordinance requiring the company’s register of
company secretaries to contain particulars additional to
those required by the predecessor Ordinance until—
(a) the date to which the company makes up its first
annual return made up to a date on or after the
commencement date of section 650; or
(b) if the company fails to do so, the last date to which
the company should have made up that return.
(2) Unless the existing company is a company formed and
registered under a provision of the predecessor Ordinance
having a continuing effect under this Schedule or by virtue
of section 23 of the Interpretation and General Clauses
Ordinance (Cap. 1), subsection (1) does not apply in
relation to a company secretary of whom particulars are
first registered on or after the commencement date of
section 650 (whether the company secretary was appointed
before, on or after that date).(3) Subsection (1) ceases to apply in relation to a company
secretary whose registered particulars fall to be altered on
or after the commencement date of section 650 (whether
the change occurred before, on or after that date).
(4) Subsections (1), (2) and (3) do not affect the particulars
required to be included in the company’s annual return.
(5) In the case of a company secretary of an existing company
who is a natural person, the address of the company’s
registered office is to be regarded, on and after the
commencement date of section 650, as the correspondence
address of the company secretary.
(6) The operation of subsection (5) does not give rise to any
duty to deliver a notice to the Registrar under section 652.
119.
Supplementary provisions relating to particulars to be registered
(1) The removal by an existing company from its register of
company secretaries on or after the commencement date
of section 650 of particulars required by the predecessor
Ordinance but not required by this Ordinance does not give
rise to any duty to deliver a notice to the Registrar under
section 652.
(2) Section 158 of the predecessor Ordinance, as in force
immediately before its repeal, continues to apply in relation
to a change occurring before the commencement date of
section 650.
120.
Registered office of company
Section 92 of the predecessor Ordinance, as in force immediately
before its repeal, continues to apply in relation to a change
occurring before the commencement date of section 658.121.
Annual return
(1) Except where the company is a private company having a
share capital, if the financial year (as defined in section
2(1) of the predecessor Ordinance) of the company begins
before the commencement date of section 662 and ends on
or after that date—
(a) sections 107 and 109 of the predecessor Ordinance, as
in force immediately before their repeal, continue to
apply in relation to the company for that financial
year; and
(b) section 662 applies in relation to the company for
the first financial year that begins on or after that
commencement date and all subsequent financial
years.
(2) If the company is a private company having a share capital,
sections 107 and 109 of the predecessor Ordinance, as in
force immediately before their repeal, continue to apply in
relation to the company’s annual returns made up to a date
before the commencement date of section 662.

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（Companies Ordinance）Schedule 11:Transitional and Saving Provisions[s. 27, 369 & 913]Part 12