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    (Hong Kong)Companies Ordinance

(Companies Ordinance)Schedule 11:Transitional and Saving Provisions[s. 27, 369 & 913]Part 3

2013-09-16 16:34:14 Release Author: Read Flow:3147次

Part 3     Transitional and Saving Arrangements for Part 3
3.
Application for company formation
(1) This section applies to a pending application—
(a) that was made before the commencement date of
Division 1 of Part 3 to the Registrar for the purposes
of section 14A(1) of the predecessor Ordinance; and
(b) in respect of which section 15(1) of that Ordinance
was complied with before that date.
(2) Sections 4, 5, 6, 9, 10, 11, 12, 14, 14A, 15, 16, 18, 18A, 20,
23 and 24 of the predecessor Ordinance, Tables A, B, C, D
and E in the First Schedule to that Ordinance, and the
Companies (Specification of Names) Order (Cap. 32 sub.
leg. E), as in force immediately before their repeal, continue
to apply in relation to the pending application.
4.
Application for Registrar’s licence to dispense with “Limited” etc.
Section 21(1), (2) and (3) of the predecessor Ordinance, as in
force immediately before its repeal, continues to apply in relation
to a pending application delivered to the Registrar before the
commencement date of Subdivision 2 of Division 3 of Part 3 for
a licence under section 21(1) or (2) of the predecessor Ordinance.
5.
Licence dispensing with “Limited” etc.
A licence that was granted under section 21(1) or (2) of the
predecessor Ordinance and was in force immediately before the
commencement date of Subdivision 2 of Division 3 of Part 3 is
to be regarded as a licence granted under section 103 for the
purposes of this Ordinance.

6.
Alteration of company’s objects
(1) Section 8 of the predecessor Ordinance, as in force
immediately before its repeal, continues to apply in relation
to a special resolution passed before the commencement
date of Subdivision 4 of Division 2 of Part 3 for the
purposes of section 8(1) of the predecessor Ordinance.
(2) Item 1(a) of Schedule 1 to the Companies (Fees and
Percentages) Order (Cap. 32 sub. leg. C), as in force
immediately before its repeal, continues to apply in relation
to a petition to confirm an alteration in a memorandum
presented under section 8 of the predecessor Ordinance
having a continuing effect under subsection (1).
7.
Alteration of certain conditions of memorandum of association
Sections 8(2)(a), (3), (4), (7), (7A) and (8) and 25A of the
predecessor Ordinance, as in force immediately before their
repeal, continue to apply in relation to a special resolution
passed before the commencement date of Subdivision 4 of
Division 2 of Part 3 for the purposes of section 25A(1) of the
predecessor Ordinance.
8.
Alteration of articles by special resolution
Section 13 of the predecessor Ordinance, as in force immediately
before its repeal, continues to apply in relation to a special
resolution passed before the commencement date of Subdivision
4 of Division 2 of Part 3 for the purposes of section 13(1) of
the predecessor Ordinance.
9.
Savings for Table A in former Companies Ordinance
This Ordinance does not affect—
(a) Table A in the First Schedule to the Companies
Ordinance 1865 (1 of 1865), as in force from time to
time, so far as it applies to any existing company;

(b) Table A in the First Schedule to the Companies
Ordinance 1911 (58 of 1911), as in force from time to
time, so far as it applies to any existing company; and
(c) Table A in the First Schedule to the predecessor
Ordinance, so far as it applies to any existing company.
10.
Special resolution changing company name
Sections 20 and 22(1A), (1B), (7) and (8) of the predecessor
Ordinance and the Companies (Specification of Names) Order
(Cap. 32 sub. leg. E), as in force immediately before their repeal,
continue to apply in relation to a special resolution passed
before the commencement date of Subdivision 3 of Division 3
of Part 3 for the purposes of section 22(1) of the predecessor
Ordinance.
11.
Registrar’s direction to change company name
(1) Section 22(5) and (6) of the predecessor Ordinance, as in
force immediately before its repeal, continues to apply in
relation to a direction given by the Registrar before the
commencement date of Subdivision 3 of Division 3 of Part
3 under section 22(2), (3A), (3B) or (4) of the predecessor
Ordinance.
(2) Sections 22(7) and (8) and 22A(2), (3) and (4) of the
predecessor Ordinance, as in force immediately before their
repeal, continue to apply in relation to a direction given by
the Registrar before the commencement date of Subdivision
3 of Division 3 of Part 3 under section 22A(1) or (1A) of
the predecessor Ordinance.
12.
Re-registration of unlimited company as limited company
(1) This section applies to a special resolution—

(a) that was passed before the commencement date of
Subdivision 2 of Division 2 of Part 3 for the purposes
of section 19(1) of the predecessor Ordinance by an
existing company registered as an unlimited company
on or after 31 August 1984; and
(b) in respect of which no certificate of incorporation was
issued before that commencement date under section
19(4) of that Ordinance.
(2) Sections 19(1), (2), (3), (4) and (5) and 117 of the
predecessor Ordinance, as in force immediately before their
repeal, continue to apply in relation to the special
resolution.
(3) An unlimited company re-registered as a limited company
on or after the commencement date of Division 2 of Part 3
under the provisions having a continuing effect under
subsection (2) is, for all purposes, to be regarded as a limited
company registered under the predecessor Ordinance.






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