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    (Hong Kong)Companies Ordinance

(Companies Ordinance)Schedule 10:Consequential and Related Amendments to Other Ordinances and Subsidiary Legislation[ss. 912 & 920]Part 1 to 10

2013-10-09 17:50:40 Release Author: Read Flow:3476次

Part 1  Amendment to Interpretation and General Clauses Ordinance (Cap. 1)
1.
Section 88 amended (Provisions supplementary to section 84)
Section 88(3)(a)—
Repeal
“(Cap. 32)”
Substitute
“(28 of 2012)”.

Part 2  Amendment to Specification of Public Officers (Cap. 1 sub. leg. C)
2.
Schedule amended
The Schedule, the first and second entries relating to the
Financial Secretary—
Repeal the entries.


Part 3  Amendment to High Court Ordinance (Cap. 4)
3.
Section 21D amended (Sale of property in execution of judgment)
Section 21D(1)—
Repeal
“section 29 of the Companies Ordinance (Cap. 32)”
Substitute
“section 11 of the Companies Ordinance (28 of 2012)”.

Part 4  Amendments to The Rules of the High Court (Cap. 4 sub. leg. A)
4.
Order 1 amended (Citation, application, interpretation and forms)
(1) Order 1, rule 2(2), Table, item 2, under heading
“Enactments”—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
(2) Order 1, rule 2(2), Table, after item 2—
Add“2A.
Proceedings relating to
remedies for unfair
prejudice to members’
interests.
Companies Ordinance
(28 of 2012), section
727.”.
5.
Order 102 amended (The Companies Ordinance)
(1) Order 102, heading—
Repeal
“THE COMPANIES ORDINANCE”
Substitute
“THE
COMPANIES
ORDINANCE
AND
THE
COMPANIES (WINDING UP AND MISCELLANEOUS
PROVISIONS) ORDINANCE”.
(2) Order 102—
Repeal rule 1.
(3) Order 102, rule 2(1)—
Repeal
“section 168A of the Ordinance and the applications
mentioned in rule 5, every application under the
Ordinance”
Substitute
“section 724 of the Companies Ordinance (28 of 2012) and
the applications mentioned in rule 5, every application
under that Ordinance or the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32)”.
(4) Order 102, rule 2(2)(a)—
Repeal
“section 167 of the Ordinance for an order to make
provision for all or any of the matters mentioned in
subsection (1)”Substitute
“section 675 of the Companies Ordinance (28 of 2012) for
an order to make provision for all or any of the matters
mentioned in subsection (2)”.
(5) Order 102, rule 2(2)(b)—
Repeal
“the Ordinance”
Substitute
“the
Companies
(Winding
Up
and
Miscellaneous
Provisions) Ordinance (Cap. 32)”.
(6) Order 102, rule 2(2)(c)—
Repeal
“the Ordinance”
Substitute
“the
Companies
(Winding
Up
and
Miscellaneous
Provisions) Ordinance (Cap. 32) or section 898 of the
Companies Ordinance (28 of 2012)”.
(7) Order 102, rule 2(4)—
Repeal
“section 168BD of the Ordinance”
Substitute
“section 733 of the Companies Ordinance (28 of 2012)”.
(8) Order 102, rule 5(1)—
Repeal
“under the Ordinance”.
(9) Order 102, rule 5(1)(a)—
Repeal“section 8”
Substitute
“section 89(5) of the Companies Ordinance (28 of 2012)”.
(10) Order 102, rule 5(1)(b)—
Repeal
“section 25A to cancel the alteration of a condition
contained in a private company’s memorandum”
Substitute
“section 90(4) of the Companies Ordinance (28 of 2012) to
cancel the alteration of a provision contained in the articles
of association of a relevant company as defined by section
90(10) of that Ordinance”.
(11) Order 102, rule 5(1)—
Repeal paragraphs (c), (d) and (e).
(12) Order 102, rule 5(1)(f)—
Repeal
“section 59”
Substitute
“section 226 of the Companies Ordinance (28 of 2012)”.
(13) Order 102, rule 5(1)(g)—
Repeal
“section 64 to cancel any variation or abrogation of the
rights attached to”
Substitute
“section 182 of the Companies Ordinance (28 of 2012) to
disallow any variation or abrogation of the rights attached
to shares in”.
(14) Order 102, after rule 5(1)(g)—Add
“(ga) under section 190 of the Companies Ordinance (28 of
2012) to disallow any variation or abrogation of the
rights of any class of members of a company that
does not have a share capital,”.
(15) Order 102, rule 5(1)(h)—
Repeal
“section 166”
Substitute
“section 673 of the Companies Ordinance (28 of 2012)”.
(16) Order 102, rule 5(1)(i)—
Repeal
“section 291(7) for an order restoring the name of a
company to the register”
Substitute
“section 765 of the Companies Ordinance (28 of 2012) for
the restoration of a company to the Companies Register”.
(17) Order 102, rule 5(1)(j)—
Repeal
“section 323”
Substitute
“section 817 of the Companies Ordinance (28 of 2012)”.
(18) Order 102, rule 5(1)(k)—
Repeal
“section 358(2)”
Substitute
“section 904 of the Companies Ordinance (28 of 2012)”.(19) Order 102, rule 6(2)—
Repeal
“Ordinance”
Substitute
“Companies Ordinance (28 of 2012) or the Companies
(Winding Up and Miscellaneous Provisions) Ordinance
(Cap. 32)”.
(20) Order 102, rule 7(2)—
Repeal paragraph (a).
(21) Order 102, rule 7(2)(b)—
Repeal
“section 166 of the Ordinance to sanction a compromise or
arrangement unless there is included in the petition for
such sanction an application for an order under section 167
of the Ordinance”
Substitute
“section 673 of the Companies Ordinance (28 of 2012) to
sanction an arrangement or compromise (except where the
petition for such sanction includes an application for an
order under section 675 of the Companies Ordinance (28
of 2012))”.
(22) Order 102, rule 7(2)(c)—
Repeal
“section 291(7) of the Ordinance for an order restoring the
name of a company to the register”
Substitute
“section 765 of the Companies Ordinance (28 of 2012) for
the restoration of a company to the Companies Register”.(23) Order 102, rule 7(4)—
Repeal
“, the share premium account or the capital redemption
reserve fund,”.
(24) Order 102, rule 7(4)—
Repeal
“section 59(3) of the Ordinance to direct that section 59(2)
thereof”
Substitute
“section 226(3) of the Companies Ordinance (28 of 2012)
to direct that section 227 of that Ordinance”.
(25) Order 102, rule 14—
Repeal
“section 59(2) of the Ordinance” (wherever appearing)
Substitute
“section 227 of the Companies Ordinance (28 of 2012)”.
(26) Order 102, rule 14(c)—
Repeal
“the said section 59(2)”
Substitute
“section 227 of the Companies Ordinance (28 of 2012)”.
(27) Order 102—
Repeal rule 17.
6.
Order 115 amended (Drug Trafficking (Recovery of Proceeds)
Ordinance (Cap. 405))
Order 115, rule 32(4)—
Repeal“registered under Part XI of the Companies Ordinance
(Cap. 32)”
Substitute
“a registered non-Hong Kong company as defined by
section 2(1) of the Companies Ordinance (28 of 2012)”.

Part 5  Amendments to Bankruptcy Ordinance (Cap. 6)
7.
Section 30B amended (Early discharge of bankrupt)
Section 30B(2)(g)—
Repeal
“Companies Ordinance (Cap. 32)”
Substitute
“Companies Ordinance (Cap. 32) as in force from time to
time before the commencement date of section 2 of
Schedule 9 to the Companies Ordinance (28 of 2012) or to
section 480 of the Companies Ordinance (28 of 2012)”.
8.
Section 111 amended (Exclusion of corporations, companies and
limited partnerships)
Section 111—
Repeal
everything after “shall not be made”
Substitute
“against—
(a) any corporation;(b) any association or company registered under—
(i) a former Companies Ordinance as defined by
section 2(1) of the Companies Ordinance (28
of 2012); or
(ii) the Companies Ordinance (28 of 2012); or
(c) any partnership registered under the Limited
Partnerships Ordinance (Cap. 37).”.

Part 6 Amendment to Evidence Ordinance (Cap. 8)
9.
Section 20 amended (Copy of entry in banker’s record)
(1) Section 20(5)(b)(i), after “Companies Ordinance (Cap.
32)”—
Add
“as in force from time to time before the commencement
date of section 2 of Schedule 9 to the Companies
Ordinance (28 of 2012) or under Part 3 or 17 of the
Companies Ordinance (28 of 2012)”.
(2) Section 20(5)(b)(ii)—
Repeal
“company to which Part XI of that Ordinance applies”
Substitute
“non-Hong Kong company as defined by section 2(1) of
the Companies Ordinance (28 of 2012)”.


Part 7  Amendment to Bills of Exchange Ordinance (Cap. 19)
10.
Section 26A amended (Corporate signatures)
Section 26A(2)—
Repeal
“assigned to it by section 2(1) of the Companies Ordinance
(Cap. 32) and includes a company to which Part XI of that
Ordinance applies”
Substitute
“given by section 2(1) of the Companies Ordinance (28 of
2012) and includes a non-Hong Kong company as defined
by that section”.

Part 8  Amendment to Defamation Ordinance (Cap. 21)
11.
Schedule amended
The Schedule, Part II, Section 11—
Repeal
“Companies Ordinance, Chapter 32”
Substitute
“Companies Ordinance (28 of 2012)”.


Part 9  Amendments to Labour Tribunal Ordinance (Cap. 25)
12.
Section 8A amended (Bankruptcy petitions and petitions for
winding up)
Section 8A(1)(a)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
13.
Section 25 amended (Representative claims)
Section 25(5)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.
Part 10
Amendments to Trustee Ordinance (Cap. 29)
14.
Section 77 amended (Application by company to be registered as
a trust company)
(1) Section 77(1)—
Repeal
“section 29 of the Companies Ordinance (Cap. 32)”Substitute
“section 11 of the Companies Ordinance (28 of 2012)”.
(2) Section 77(2)(a)—
Repeal
“memorandum and”.
(3) Section 77(3)(b)—
Repeal
“section 2(4), (5) and (6) of the Companies Ordinance
(Cap. 32) shall apply as if each reference in those
subsections to “a company” or “first-mentioned company”
were read as a reference to a finance company and as if
each reference in those subsections to “another company”
or “other company””
Substitute
“section 15 of the Companies Ordinance (28 of 2012)
applies as if a reference in that section to “a body
corporate” were read as a reference to a finance company
and as if the reference in that section to “another body
corporate” or “other body corporate””.
(4) Section 77—
Repeal subsection (5).
15.
Section 96 amended (Special provision as to winding up a trust
company)
Section 96(1)—
Repeal
“Companies Ordinance”
Substitute
“Companies (Winding Up and Miscellaneous Provisions)
Ordinance”.16.
Section 100 amended (Restriction on holding shares in a trust
company)
Section 100(3)—
Repeal
“section 2(4), (5) and (6) of the Companies Ordinance
(Cap. 32) shall apply as if each reference in those
subsections to “a company” or “the first-mentioned
company” were read as a reference to a trust company and
as if each reference in those subsections to “another
company” or “other company””
Substitute
“section 15 of the Companies Ordinance (28 of 2012)
applies as if a reference in that section to “a body
corporate” were read as a reference to a trust company and
as if the reference in that section to “another body
corporate” or “other body corporate””.
17.
Second Schedule amended (Authorized investments)
(1) Second Schedule, section 8, definition of company—
Repeal
“(Cap. 32)”
Substitute
“(28 of 2012)”.
(2) Second Schedule, section 8, definition of company, after
paragraph (a)—
Add
“(ab) incorporated under a former Companies Ordinance as
defined by section 2(1) of the Companies Ordinance
(28 of 2012);”.


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