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    (Hong Kong)Companies Ordinance

(Companies Ordinance)Schedule 11:Transitional and Saving Provisions[s. 27, 369 & 913]Part 10

2013-09-12 10:49:55 Release Author: Read Flow:3509次

Part 10    Transitional and Saving Arrangements for Part 1095.
88.
First directors of companies
Section 153(2) or 153A(2) (as the case requires) of the
predecessor Ordinance, as in force immediately before its repeal,
applies in relation to 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).
89.
Requirement to have at least one director who is natural person
(1) If, on the commencement date of section 457—
(a) a company has at least one director; but

(b) that director is not a natural person and none of the
company’s other directors (if any) are natural persons,
section 457(2) does not apply to the company until after
the end of 6 months after that commencement date.
(2) If, on the date of incorporation of 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)—
(a) the company has at least one director; but
(b) that director is not a natural person and none of the
company’s other directors (if any) are natural persons,
section 457(2) does not apply to the company until after
the end of 6 months after the commencement date of
section 457.
(3) If, on the commencement date of section 457, a company is
a company deemed to be a dormant company under
section 344A of the predecessor Ordinance, section 457(2)
does not apply in relation to the company.
(4) If the company mentioned in subsection (3) enters into an
accounting transaction, that subsection ceases to have effect
on and after the date of the accounting transaction.
90.
Validity of acts of director
Section 157 of the predecessor Ordinance, as in force
immediately before its repeal, continues to apply in relation to
acts done before the commencement date of section 461.

91.
Removal of director
Section 157B(4) of the predecessor Ordinance, as in force
immediately before its repeal, continues to apply if the
representations were received by the company before the
commencement date of section 463.
92.
Directors’ liabilities
So far as it relates to directors, section 165 of the predecessor
Ordinance, as in force immediately before its repeal, continues
to apply in relation to any provision to which it applied
immediately before the commencement date of sections 468, 469
and 470.
93.
First company secretaries
Section 154(1AA) of the predecessor Ordinance, as in force
immediately before its repeal, applies in relation to 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).
94.
Records of meetings of directors
(1) Section 119 of the predecessor Ordinance, as in force
immediately before its repeal, continues to apply to
meetings of directors held before the commencement date
of sections 481 and 482.
(2) Despite subsection (1), a company is not required to keep
the minutes that have been entered in a book in accordance
with section 119(1) of the predecessor Ordinance if they
have been kept for at least 10 years from the date of the
meeting.

(3) Section 153C of the predecessor Ordinance, as in force
immediately before its repeal, continues to apply to decisions
taken before the commencement date of section 483.
(4) Despite subsection (3), a company is not required to keep a
record that has been entered into a book in accordance
with section 153C(3) of the predecessor Ordinance if the
record has been kept for at least 10 years from the date of
the decision. 




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