(Ord. No. 28 of 2012)Companies Ordinance：Part 18 Communications to and by Companies-(Hong Kong)Companies Ordinance-Gold Brand Consulting

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(Hong Kong)Companies Ordinance

(Ord. No. 28 of 2012)Companies Ordinance：Part 18 Communications to and by Companies 2013-10-28 15:06:47 Release　Author：　Read Flow：3110次: Division 1
Preliminary
821.
Interpretation
(1) In this Part—
address (地址) includes a number, or any sequence or
combination of letters, characters, numbers or symbols of
any language, used for the purpose of sending or receiving
a document or information by electronic means;
applicable provision (適用條文)—
(a) in Division 3, means a provision of this Ordinance or
the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap. 32) that authorizes or
requires the document or information to be sent or
supplied to a company; or
(b) in Division 4, means a provision of this Ordinance or
the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap. 32) that authorizes or
requires the document or information to be sent or
supplied by a company to another person;
business day (辦公日) means a day that is not—
(a) a general holiday; or
(b) a black rainstorm warning day or gale warning day
as defined by section 71(2) of the Interpretation and
General Clauses Ordinance (Cap. 1);
document (文件), except in Division 2, excludes a document that
is issued for the purpose of any legal proceedings.
(2) In this Part—
(a) a reference to sending a document, except in
Division 2—
(i) includes supplying, delivering, forwarding or
producing the document and, in the case of a
notice, giving the document; but
(ii) excludes serving the document; and
(b) a reference to supplying information includes sending,
delivering, forwarding or producing the information.
(3) For the purposes of this Part, a person sends a document,
or supplies information, by post if the person posts a
prepaid envelope containing the document or information.
822.
Minimum period specified for purposes of sections 828(3), 831(4)
and 833(6)
(1) This section specifies the minimum period of the notice of
revocation, in relation to an agreement between a company
and another person, for the purposes of sections 828(3),
831(4) and 833(6).
(2) The minimum period is whichever is the longer of the
following—
(a) a period of 7 days;
(b) the period set out in subsection (3) or (4).
(3) If that other person is not a company, the period set out
for the purposes of subsection (2)(b) is—
(a) where that other person is a member of the company,
the period specified for the purpose in the company’s
articles;
(b) where that other person is a debenture holder of the
company, the period specified for the purpose in the
instrument creating the debenture; or(c) where that other person is not such a member or
holder, the period specified for the purpose in any
agreement between the person and the company.
(4) If that other person is a company, the period set out for
the purposes of subsection (2)(b) is—
(a) where that other person is a member of the company,
the period specified for the purpose in the company’s
articles;
(b) where the company is a member of that other person,
the period specified for the purpose in the person’s
articles;
(c) where that other person is a debenture holder of the
company or where the company is a debenture holder
of that other person, the period specified for the
purpose in the instrument creating the debenture; or
(d) where neither that other person nor the company is
such a member or holder, the period specified for the
purpose in any agreement between the person and the
company.
823.
Period specified for purposes of sections 828(7)(a), 831(7)(a) and
833(12)(b)
(1) This section specifies—
(a) the period, in relation to a document or information
sent or supplied to a company by another person, for
the purposes of section 828(7)(a); and
(b) the period, in relation to a document or information
sent or supplied by a company to another person, for
the purposes of sections 831(7)(a) and 833(12)(b).
(2) The period is the period set out in subsection (3), (4) or (5).
(3) If that other person is not a company, the period set out
for the purposes of subsection (2) is—(a) where that other person is a member of the company,
the period specified for the purpose in the company’s
articles;
(b) where that other person is a debenture holder of the
company, the period specified for the purpose in the
instrument creating the debenture; or
(c) where that other person is not such a member or
holder, the period specified for the purpose in any
agreement between the person and the company.
(4) If that other person is a company, the period set out for
the purposes of subsection (2) is—
(a) where that other person is a member of the company,
the period specified for the purpose in the company’s
articles;
(b) where the company is a member of that other person,
the period specified for the purpose in the person’s
articles;
(c) where that other person is a debenture holder of the
company or where the company is a debenture holder
of that other person, the period specified for the
purpose in the instrument creating the debenture; or
(d) where neither that other person nor the company is
such a member or holder, the period specified for the
purpose in any agreement between the person and the
company.
(5) If the articles, instrument or agreement does not specify the
period, the period set out for the purposes of subsection (2)
is 48 hours.
(6) In calculating a period of hours mentioned in subsection
(5), any part of a day that is not a business day is to be
disregarded.824.
Time specified for purposes of sections 828(7)(b), 829(5)(a),
831(7)(b) and 832(5)(a)
(1) This section specifies—
(a) the time, in relation to a document or information sent
or supplied to a company by another person, for the
purposes of sections 828(7)(b) and 829(5)(a); and
(b) the time, in relation to a document or information sent
or supplied by a company to another person, for the
purposes of sections 831(7)(b) and 832(5)(a).
(2) The time is whichever is the later of the following—
(a) the second business day after the day on which the
document or information is sent or supplied;
(b) the time set out in subsection (3) or (4).
(3) If that other person is not a company, the time set out for
the purposes of subsection (2)(b) is—
(a) where that other person is a member of the company,
the time specified for the purpose in the company’s
articles;
(b) where that other person is a debenture holder of the
company, the time specified for the purpose in the
instrument creating the debenture; or
(c) where that other person is not such a member or
holder, the time specified for the purpose in any
agreement between the person and the company.
(4) If that other person is a company, the time set out for the
purposes of subsection (2)(b) is—
(a) where that other person is a member of the company,
the time specified for the purpose in the company’s
articles;(b) where the company is a member of that other person,
the time specified for the purpose in the person’s
articles;
(c) where that other person is a debenture holder of the
company or where the company is a debenture holder
of that other person, the time specified for the purpose
in the instrument creating the debenture; or
(d) where neither that other person nor the company is
such a member or holder, the time specified for the
purpose in any agreement between the person and the
company.
825.
Address specified for purposes of sections 831(3)(b)(iii) and
832(2)(b)
(1) This section specifies the address, in relation to a document
or information sent or supplied by a company to another
person, for the purposes of sections 831(3)(b)(iii) and
832(2)(b).
(2) Subject to subsections (3) and (4), the address is—
(a) an address specified for the purpose by that other
person generally or specifically; or
(b) an address to which a provision of this Ordinance
authorizes or requires the document or information to
be sent or supplied.
(3) If that other person (whether or not a company) is a
member, debenture holder, director or company secretary
of the company, the address is—
(a) the address specified in subsection (2); or
(b) the person’s address as shown in the company’s register
of members, register of debenture holders, register of
directors or register of company secretaries.(4) If that other person is a company and is not a person
covered by subsection (3), the address is—
(a) the address specified in subsection (2); or
(b) its registered office.
(5) If the company is unable to obtain an address specified in
subsection (2), (3) or (4), the address is that other person’s
address last known to the company.
826.
Effect of this Part on sending documents etc. to Registrar
In its application in relation to documents or information to be
sent or supplied to the Registrar, this Part has effect subject to
Part 2.
Division 2
Service of Document on Company
827.
Service of document
A document may be served on a company by leaving it at, or
sending it by post to, the company’s registered office.
Division 3
Other Communication to Company by Person who
is not Company
828.
Communication in electronic form
(1) This section applies if a document or information is sent or
supplied, in electronic form, to a company by a person who
is not a company.
(2) The document or information is sent or supplied to the
company for the purposes of an applicable provision if—(a) the company—
(i) has agreed, generally or specifically, that the
document or information may be sent or supplied
to it in electronic form and has not revoked the
agreement; or
(ii) is to be regarded under a provision of this
Ordinance as having so agreed;
(b) the document or information is sent or supplied—
(i) by electronic means to an address—
(A) specified for the purpose by the company
generally or specifically; or
(B) regarded under a provision of this Ordinance
as having been so specified for the purpose;
or
(ii) by hand or by post to an address specified in
subsection (4); and
(c) the document or information is sent or supplied in a
form, and by a means, that, in the person’s reasonable
opinion, will enable the recipient—
(i) to read the document or information, or, to the
extent that it consists of images, to see the
document or information, with the naked eye or
with the eye with suitable corrective lens; and
(ii) to retain a copy of the document or information.
(3) The company has not revoked the agreement for the
purposes of subsection (2)(a)(i) unless it has given the
person a notice of revocation of not less than the period
specified in section 822.
(4) The address specified for the purposes of subsection
(2)(b)(ii) is—(a) an address specified for the purpose by the company
generally or specifically;
(b) the company’s registered office; or
(c) an address to which a provision of this Ordinance
authorizes or requires the document or information to
be sent or supplied.
(5) For the purposes of an applicable provision that authorizes
or requires the document or information to be
authenticated, the document or information is sufficiently
authenticated if—
(a) the person’s identity is confirmed in a manner specified
by the company; or
(b) where
no
manner
has
been
specified,
the
communication contains or is accompanied by a
statement of the person’s identity, and the company
has no reason to doubt the truth of the statement.
(6) If the document or information is sent or supplied by a
person on behalf of another, subsection (5) does not affect
any provision of the company’s articles under which the
company may require reasonable evidence of the former’s
authority to act on behalf of the latter.
(7) If the document or information is sent or supplied to a
company for the purposes of an applicable provision, it is
to be regarded as being received by the company—
(a) where the document or information is sent or supplied
by electronic means, at the end of the period specified
in section 823 after it is sent or supplied, unless the
contrary is proved;
(b) where the document or information is sent or supplied
by post, at the time specified in section 824, unless the
contrary is proved; or(c) where the document or information is sent or supplied
by hand, at the time when the document or
information is delivered.
829.
Communication in hard copy form
(1) This section applies if a document or information is sent or
supplied, in hard copy form, to a company by a person
who is not a company.
(2) The document or information is sent or supplied to the
company for the purposes of an applicable provision if the
document or information is sent or supplied by hand or by
post to—
(a) an address specified for the purpose by the company
generally or specifically;
(b) the company’s registered office; or
(c) an address to which a provision of this Ordinance
authorizes or requires the document or information to
be sent or supplied.
(3) For the purposes of an applicable provision that authorizes
or requires the document or information to be
authenticated, the document or information is sufficiently
authenticated if it is signed by the person.
(4) If the document or information is sent or supplied by a
person on behalf of another, subsection (3) does not affect
any provision of the company’s articles under which the
company may require reasonable evidence of the former’s
authority to act on behalf of the latter.
(5) If the document or information is sent or supplied to a
company for the purposes of an applicable provision, it is
to be regarded as being received by the company—
(a) where the document or information is sent or supplied
by post, at the time specified in section 824, unless the
contrary is proved; or(b) where the document or information is sent or supplied
by hand, at the time when the document or
information is delivered.
830.
Communication in other forms
(1) This section applies if a document or information is sent or
supplied, otherwise than in electronic or hard copy form,
to a company by a person who is not a company.
(2) The document or information is sent or supplied to the
company for the purposes of an applicable provision if the
document or information is sent or supplied in a form or
manner that has been agreed by the company.
Division 4
Other Communication by Company to Another Person
831.
Communication in electronic form
(1) Subject to subsection (2), this section applies if a document
or information is sent or supplied, in electronic form, by a
company to another person.
(2) This section does not apply if the document or information
is sent or supplied by the company to that other person by
making it available on a website.
(3) The document or information is sent or supplied to that
other person for the purposes of an applicable provision
if—
(a) that other person—
(i) where that other person is not a company, has
agreed, generally or specifically, that the document
or information may be sent or supplied to the
person in electronic form and has not revoked the
agreement; or(ii) where that other person is a company, has so
agreed and has not revoked the agreement, or
is to be regarded under a provision of this
Ordinance as having so agreed;
(b) the document or information is sent or supplied—
(i) by electronic means to an address—
(A) where that other person is not a company,
specified for the purpose by that other person
generally or specifically; or
(B) where that other person is a company, so
specified for the purpose, or regarded under
a provision of this Ordinance as having been
so specified for the purpose;
(ii) by hand to that other person; or
(iii) by hand or by post to an address specified in
section 825; and
(c) the document or information is sent or supplied in
a form, and by a means, that, in the company’s
reasonable opinion, will enable the recipient—
(i) to read the document or information, or, to the
extent that it consists of images, to see the
document or information, with the naked eye or
with the eye with suitable corrective lens; and
(ii) to retain a copy of the document or information.
(4) That other person has not revoked the agreement for the
purposes of subsection (3)(a) unless the person has given
the company a notice of revocation of not less than the
period specified in section 822.
(5) For the purposes of an applicable provision that authorizes
or requires the document or information to be
authenticated, the document or information is sufficiently
authenticated if—(a) the company’s identity is confirmed in a manner
specified by that other person; or
(b) where
no
manner
has
been
specified,
the
communication contains or is accompanied by a
statement of the company’s identity, and that other
person has no reason to doubt the truth of the
statement.
(6) If the document or information is sent or supplied by a
person on behalf of the company to another company,
subsection (5) does not affect any provision of that other
company’s articles under which that other company may
require reasonable evidence of the person’s authority to act
on behalf of the company for which the document or
information is sent or supplied.
(7) If the document or information is sent or supplied to that
other person for the purposes of an applicable provision, it
is to be regarded as being received by that other person—
(a) where the document or information is sent or supplied
by electronic means, at the end of the period specified
in section 823 after it is sent or supplied, unless the
contrary is proved;
(b) where the document or information is sent or supplied
by post, at the time specified in section 824, unless the
contrary is proved; or
(c) where the document or information is sent or supplied
by hand, at the time when the document or
information is delivered.
832.
Communication in hard copy form
(1) This section applies if a document or information is sent
or supplied, in hard copy form, by a company to another
person.(2) The document or information is sent or supplied to that
other person for the purposes of an applicable provision if
the document or information is sent or supplied—
(a) by hand to that other person; or
(b) by hand or by post to an address specified in section
825.
(3) For the purposes of an applicable provision that authorizes
or requires the document or information to be
authenticated, the document or information is sufficiently
authenticated if it is signed by a director or company
secretary of the company or by an officer of the company
authorized for the purpose.
(4) If the document or information is sent or supplied by a
person on behalf of the company to another company,
subsection (3) does not affect any provision of that other
company’s articles under which that other company may
require reasonable evidence of the person’s authority to act
on behalf of the company for which the document or
information is sent or supplied.
(5) If the document or information is sent or supplied to that
other person for the purposes of an applicable provision, it
is to be regarded as being received by that other person—
(a) where the document or information is sent or supplied
by post, at the time specified in section 824, unless the
contrary is proved; or
(b) where the document or information is sent or supplied
by hand, at the time when the document or
information is delivered.
833.
Communication by means of website
(1) Subject to subsection (2), this section applies if a document
or information is sent or supplied by a company to another
person by making it available on a website.(2) This section does not apply if the document or information
is sent or supplied by a member of a company to the
company.
(3) The document or information is sent or supplied to that
other person for the purposes of an applicable provision
if—
(a) that other person—
(i) has agreed, generally or specifically, that the
document or information may be sent or supplied
by the company to the person by making it
available on a website, or is to be regarded under
subsection (4) or (5) as having so agreed; and
(ii) has not revoked the agreement;
(b) the document or information is sent or supplied in
a form, and by a means, that, in the company’s
reasonable opinion, will enable the recipient—
(i) to read the document or information, or, to the
extent that it consists of images, to see the
document or information, with the naked eye or
with the eye with suitable corrective lens; and
(ii) to retain a copy of the document or information;
(c) subject to subsection (10), the company has notified
that other person of the matters specified in subsection
(8); and
(d) the company has made the document or information
available on the website throughout—
(i) the period specified by the applicable provision;
or
(ii) where no period is specified, the period of 28 days
beginning on the date on which the notification
under paragraph (c) is sent to that other person.(4) For the purposes of subsection (3)(a)(i), a person who is a
member of the company is, subject to subsection (11), to
be regarded as having agreed that the document or
information may be sent or supplied by the company to the
person by making it available on a website if—
(a) the company’s members have resolved, or the
company’s articles contain a provision to the effect,
that documents or information generally may be so
sent or supplied by the company to its members;
(b) subject to subsection (10), the company has
individually requested the person to agree that
documents or information generally, or the document
or information, may be so sent or supplied by the
company to the person and has not received a response
to the request within 28 days beginning on the date on
which the request was sent; and
(c) subject to subsection (10), the request—
(i) stated clearly the effect of a failure to respond
within those 28 days; and
(ii) was sent at least 12 months after any prior request
made to the person for the purposes of paragraph
(b) in respect of the same or a similar class of
documents or information.
(5) For the purposes of subsection (3)(a)(i), a person who is a
debenture holder of the company is, subject to subsection
(11), to be regarded as having agreed that the document or
information may be sent or supplied by the company to the
person by making it available on a website if—
(a) the instrument creating the debenture contains a
provision to the effect, or the equivalent debenture
holders have resolved in accordance with the
provisions of that instrument, that documents or
information generally may be so sent or supplied by
the company to those holders;(b) subject to subsection (10), the company has
individually requested the person to agree that
documents or information generally, or the document
or information, may be so sent or supplied by the
company to the person and has not received a response
to the request within 28 days beginning on the date on
which the request was sent; and
(c) subject to subsection (10), the request—
(i) stated clearly the effect of a failure to respond
within those 28 days; and
(ii) was sent at least 12 months after any prior request
made to the person for the purposes of paragraph
(b) in respect of the same or a similar class of
documents or information.
(6) That other person has not revoked the agreement for the
purposes of subsection (3)(a)(ii) unless the person has given
the company a notice of revocation of not less than the
period specified in section 822.
(7) For the purposes of subsection (3)(c), if the applicable
provision specifies the time by which or the period within
which the notification is to be sent, the notification must be
sent by that time or within that period.
(8) The matters specified for the purposes of subsection (3)(c)
are—
(a) the presence of the document or information on the
website;
(b) if the document or information is not available on the
website on the date of the notification, the date on
which it will be so available;
(c) the address of the website;
(d) the place on the website where the document or
information may be accessed; and(e) how to access the document or information.
(9) For the purposes of subsection (3)(d), a failure to make a
document or information available on a website throughout
the period mentioned in that subsection is to be disregarded
if—
(a) the document or information is made available on the
website for part of that period; and
(b) the failure is wholly attributable to circumstances
that it would not be reasonable to have expected the
company to prevent or avoid.
(10) Subsections (3)(c), (4)(b) and (c) and (5)(b) and (c) do not
apply if—
(a) that other person—
(i) where that other person is not a company—
(A) has not agreed that the document or
information may be sent or supplied to the
person in electronic form for the purposes of
section 831(3)(a)(i); or
(B) has not specified an address to which the
document or information may be sent or
supplied to the person for the purposes of
section 831(3)(b)(i)(A); or
(ii) where that other person is a company, has not so
agreed or specified or is not regarded under a
provision of this Ordinance as having so agreed
or specified; and
(b) any document or information has been sent or
supplied, in hard copy form, by the company to that
other person by post to an address specified for the
purposes of section 832(2)(b), and it has been returned
by the post office as undeliverable at the address.(11) For the purposes of subsections (4) and (5), a person is not
to be regarded as having agreed that the document or
information may be sent or supplied by the company to the
person by making it available on a website if—
(a) in the case of subsection (4), except where subsection
(4)(b) does not apply by virtue of subsection (10), it is
proved that the person has not received the request
under subsection (4)(b); or
(b) in the case of subsection (5), except where subsection
(5)(b) does not apply by virtue of subsection (10), it is
proved that the person has not received the request
under subsection (5)(b).
(12) If the document or information is sent or supplied to that
other person for the purposes of an applicable provision—
(a) it is to be regarded as being sent or supplied on
whichever is the later of the following—
(i) the date on which the document or information is
first made available on the website;
(ii) the date on which a notification under subsection
(3)(c) is sent; and
(b) it is to be regarded as being received by that other
person at the end of the period specified in section 823
after whichever is the later of the following—
(i) the time when the document or information is
first made available on the website;
(ii) the time when that other person receives a
notification under subsection (3)(c).
(13) In this section—
equivalent debenture holders (相應債權證持有人), in relation to a
person to whom a document or information is sent or
supplied by a company, means the debenture holders of the
company ranking equally for all purposes with the person.834.
Communication in other forms
(1) This section applies if a document or information is sent or
supplied by a company to another person otherwise than in
electronic or hard copy form or by making it available on a
website.
(2) The document or information is sent or supplied to that
other person for the purposes of an applicable provision if
the document or information is sent or supplied in a form
or manner that has been agreed by that other person.
835.
Joint holders of shares or debentures
(1) This section applies if—
(a) a provision of this Ordinance authorizes or requires a
document or information to be sent or supplied by a
company to the holders of its shares or debentures;
and
(b) a document or information is required to be sent to
joint holders of the shares or debentures.
(2) Subject to anything in the company’s articles, the document
or information is sent or supplied to the joint holders
for the purposes of the provision if the document or
information is sent or supplied to—
(a) each of the joint holders; or
(b) the holder whose name appears first in the company’s
register of members or register of debenture holders.
(3) Subject to anything in the company’s articles, anything to
be agreed or specified by the holders for the purposes of
this Division must be agreed or specified by all the joint
holders.836.
Death or bankruptcy of holder of shares
(1) This section applies if—
(a) a provision of this Ordinance authorizes or requires a
document or information to be sent or supplied by a
company to the holders of its shares; and
(b) a holder of the shares is dead or bankrupt.
(2) Subject to anything in the company’s articles, the document
or information is sent or supplied to that holder for
the purposes of the provision if the document or
information—
(a) is sent or supplied to the persons claiming to be
entitled to the shares in consequence of the death or
bankruptcy by name, or by the title of representatives
of the deceased, or trustee of the bankrupt, or by any
like description, at the address within Hong Kong
supplied for the purpose by the persons so claiming;
or
(b) until such an address has been so supplied, is sent or
supplied in any manner in which it might have been
sent or supplied if the death or bankruptcy had not
occurred.
837.
Member or debenture holder may require hard copy
(1) A member or debenture holder of a company may, within
28 days after the date of receiving from the company a
document or information, otherwise than in hard copy
form, request the company to send or supply to the
member or holder the document or information in hard
copy form.
(2) The company must send or supply to the member or holder
the document or information in hard copy form, free of
charge—(a) within 21 days after the date of receiving the request;
or
(b) if the document or information requires an action to
be taken by the member or holder, within 7 days after
the date of receiving the request.
(3) If a company contravenes subsection (2), the company, and
every responsible person of the company, commit an
offence, and each is liable to a fine at level 3.

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(Ord. No. 28 of 2012)Companies Ordinance：Part 18 Communications to and by Companies