Division 1    Preliminary
774.
Interpretation
(1) In this Part—
approved name (經批准名稱), in relation to a registered non-
Hong Kong company, means—
(a) the name entered in the Companies Register under
section 782(5)(a) or 785(5)(a); or
(b) the name by which the company was registered by
virtue of section 337B(3) of the predecessor
Ordinance;
authorized representative (獲授權代表), in relation to a registered
non-Hong Kong company, means—
(a) a natural person resident in Hong Kong;
(b) a solicitor corporation as defined by section 2(1) of
the Legal Practitioners Ordinance (Cap. 159);
(c) a corporate practice as defined by section 2(1) of the
Professional Accountants Ordinance (Cap. 50); or
(d) a firm of solicitors or certified public accountants
(practising),
that is authorized to accept on the company’s behalf service
of any process or notice required to be served on the
company;

corporate name (法團名稱), in relation to a registered non-Hong
Kong company, means a domestic name, or a translation
of a domestic name, by which the company is registered in
the Companies Register;
domestic name (本土名稱), in relation to a non-Hong Kong
company, means the name or names by which the company
is registered in its place of incorporation;
place of business (營業地點) includes a share transfer office and
a share registration office but excludes an office specified in
subsection (3);
procedural regulations (《程序規例》) means regulations made
under section 805;
required details (所需細節), in relation to an authorized
representative, means—
(a) the name and address of the representative;
(b) the date on which the representative was authorized;
and
(c) in the case of a natural person—
(i) the number of the representative’s identity card;
or
(ii) if the representative does not have an identity
card, the number and issuing country of any
passport held by the representative;
solicitor (律師) means a person who is qualified to act as a
solicitor under the Legal Practitioners Ordinance (Cap.
159).
(2) In this Part, a reference to a certified translation, in English
or Chinese, of a domestic name is a reference to an English
or Chinese translation of that name as shown in a certified
translation, in English or Chinese (as the case may be), of
the certificate of incorporation (or its equivalent) of the
non-Hong Kong company.(3) The office specified for the purposes of the definition of place
of business in subsection (1) is a local representative office
established, or maintained, with the Monetary Authority’s
approval, under section 46 of the Banking Ordinance (Cap.
155) by a bank as defined by subsection (9) of that section.
(4) The Financial Secretary may, by notice published in the
Gazette, amend subsection (3).
775.
Certified copy
(1) For the purposes of this Part, a copy of a document is a
certified copy if it is certified as a true copy of the
document by a person specified in subsection (2).
(2) The person is—
(a) if the copy is certified in the non-Hong Kong
company’s place of incorporation—
(i) an official of the government of that place to
whose custody the original of the document is
committed;
(ii) a notary public practising in that place;
(iii) a lawyer practising in that place;
(iv) a professional accountant practising in that place;
(v) an officer of a court of law duly authorized by
the law of that place to certify documents for any
judicial or other legal purpose; or
(vi) a professional company secretary practising in
that place;
(b) if the copy is certified in Hong Kong—
(i) a notary public practising in Hong Kong;
(ii) a solicitor practising in Hong Kong;(iii) a certified public accountant (practising);
(iv) an officer of the court in Hong Kong who is
authorized by law to certify documents for any
judicial or other legal purpose;
(v) a consular officer of the non-Hong Kong
company’s place of incorporation; or
(vi) a professional company secretary practising in
Hong Kong;
(c) an officer of the non-Hong Kong company; or
(d) an authorized representative of the registered non-
Hong Kong company.
(3) The Secretary may, by notice published in the Gazette,
amend subsection (2).
 

Division 2    Registration
776.
Certain non-Hong Kong companies must apply for registration
(1) This section applies to—
(a) a non-Hong Kong company that establishes a place of
business in Hong Kong on or after the commencement
date of this Part; and
(b) a non-Hong Kong company that—
(i) at that commencement date, has a place of
business in Hong Kong established before the
commencement date; and
(ii) had not complied with section 333 of the
predecessor Ordinance as in force immediately
before that commencement date.(2) A non-Hong Kong company falling within subsection (1)(a)
must, within one month after the establishment of the
place of business, apply to the Registrar for registration as
a registered non-Hong Kong company.
(3) A non-Hong Kong company falling within subsection (1)(b)
must, within one month after the commencement date of
this Part, apply to the Registrar for registration as a
registered non-Hong Kong company.
(4) An application under subsection (2) or (3)—
(a) must be in the specified form;
(b) must contain the particulars prescribed by procedural
regulations;
(c) must contain the required details of at least one
person who is proposed to be an authorized
representative on registration of the non-Hong Kong
company;
(d) must be accompanied by the documents prescribed by
procedural regulations; and
(e) must be delivered to the Registrar.
(5) If none of the non-Hong Kong company’s domestic names
is in Roman script or in Chinese, an application under
subsection (2) or (3) must also contain—
(a) where the company has one domestic name, a certified
translation of that name in English or Chinese, or
both; or
(b) where the company has more than one domestic name,
a certified translation of one of those names in English
or Chinese, or both.(6) If a non-Hong Kong company contravenes subsection (2)
or (3), the company, every responsible person of the
company, and every agent of the company who authorizes
or permits the contravention, commit an offence, and each
is liable to a fine at level 5 and, in the case of a continuing
offence, to a further fine of $1,000 for each day during
which the offence continues.
777.
Registration of non-Hong Kong company
(1) On receiving an application under section 776(2) or (3), the
Registrar must register the non-Hong Kong company as a
registered non-Hong Kong company.
(2) If the application is not required by section 776(5) to
contain a certified translation of a domestic name, the
Registrar must enter in the Companies Register, as a
corporate name—
(a) the non-Hong Kong company’s domestic name in
Roman script, or that company’s domestic name in
Chinese, or both; and
(b) the certified translation, in English or Chinese, of a
domestic name (if any) contained in the application
pursuant to procedural regulations.
(3) If the application contains a certified translation of a
domestic name for the purposes of section 776(5), the
Registrar must enter that translation in the Companies
Register as a corporate name.
(4) On registering a non-Hong Kong company under
subsection (1), the Registrar—
(a) must issue to the company a certificate of registration,
with
the
Registrar’s
signature,
certifying
the
registration; and
(b) must register the application and accompanying
documents.

Division 3    Addition, Change or Cessation of Corporate Name
778.
Company must notify Registrar of addition, change or cessation
of name or translation of name
(1) If, as a result of an addition of domestic name, a registered
non-Hong Kong company has a new domestic name in
Roman script or in Chinese, the company must, within one
month after the date of the addition, deliver to the
Registrar for registration a return containing the particulars
of the addition.
(2) If, as a result of a change to a domestic name, a registered
non-Hong Kong company has a new domestic name, the
company must, within one month after the date of the
change, deliver to the Registrar for registration a return
containing the particulars of the change.
(3) If a name of a registered non-Hong Kong company ceases
to be a domestic name, the company must, within one
month after the date of the cessation, deliver to the
Registrar for registration a return—
(a) containing the particulars of the cessation; and
(b) where, after the cessation, the company no longer has
a name entered in the Companies Register as a
corporate name, also containing the following
particulars—
(i) at least one new domestic name in Roman script
or in Chinese; or
(ii) the certified translation, in English or Chinese, of
at least one domestic name.

(4) Subsection (2) or (3) does not apply unless the registered
non-Hong Kong company is registered in the Companies
Register by the domestic name or a translation of it.
(5) If—
(a) a registered non-Hong Kong company does not have a
corporate name in Roman script, and the company
adopts a certified translation, in English, of a domestic
name, under which it is to carry on business in Hong
Kong; or
(b) a registered non-Hong Kong company does not have a
corporate name in Chinese, and the company adopts a
certified translation, in Chinese, of a domestic name,
under which it is to carry on business in Hong Kong,
the company must, within one month after the date of the
adoption, deliver to the Registrar for registration a return
containing the particulars of the adoption and the certified
translation of the domestic name.
(6) If a translation of a domestic name of a registered non-
Hong Kong company is entered in the Companies Register
as a corporate name, and the company replaces the
translation with another translation of the domestic name,
under which it is to carry on business in Hong Kong, the
company must, within one month after the date of the
replacement, deliver to the Registrar for registration a
return containing the particulars of the replacement and
the certified translation of the domestic name.
(7) If a translation of a domestic name of a registered non-
Hong Kong company is entered in the Companies Register
as a corporate name, and the translation ceases to be a
name under which it is to carry on business in Hong Kong,
the company must, within one month after the date of the
cessation, deliver to the Registrar for registration a return—(a) containing the particulars of the cessation; and
(b) where, after the cessation, the company no longer has
a name entered in the Companies Register as a
corporate name, also containing the following
particulars—
(i) at least one new domestic name in Roman script
or Chinese; or
(ii) the certified translation, in English or Chinese, of
at least one domestic name.
(8) A return under subsection (1), (2), (3), (5), (6) or (7)—
(a) must be in the specified form; and
(b) must be accompanied by the documents specified by
the Registrar.
(9) A return under subsection (2) must also contain a certified
translation of the new domestic name in English or
Chinese, or both, if the new domestic name is neither in
Roman script nor in Chinese.
(10) If a registered non-Hong Kong company contravenes
subsection (1), (2), (3), (5), (6) or (7), the company, every
responsible person of the company, and every agent of the
company who authorizes or permits the contravention,
commit an offence, and each is liable to a fine at level 3
and, in the case of a continuing offence, to a further fine of
$300 for each day during which the offence continues.
779.
Registration of corporate name
(1) If the Registrar receives a return under section 778(1), (2),
(3), (5), (6) or (7), the Registrar—
(a) must make a note in the Companies Register to the
effect that there is a change of corporate name;(b) must issue to the registered non-Hong Kong company
a fresh certificate of registration containing the current
corporate name; and
(c) must register the return and accompanying documents.
(2) If the Registrar receives a return under section 778(1), the
Registrar must also enter in the Companies Register, as a
corporate name, the registered non-Hong Kong company’s
new domestic name.
(3) If the Registrar receives a return under section 778(2), and
the return is not required by section 778(9) to contain a
certified translation of a new domestic name, the Registrar
must also enter in the Companies Register, as a corporate
name—
(a) the registered non-Hong Kong company’s new
domestic name; and
(b) the certified translation, in English or Chinese, of that
domestic name (if any) contained in the return
pursuant to procedural regulations.
(4) If the Registrar receives a return under section 778(2), and
the return contains a certified translation of a new domestic
name for the purposes of section 778(9), the Registrar must
also enter that translation in the Companies Register as a
corporate name.
(5) If the Registrar receives a return under section 778(3) or (7),
and the return contains the particulars required by section
778(3)(b) or (7)(b), the Registrar must also enter in the
Companies Register as a corporate name the new domestic
name, or the certified translation of a domestic name,
contained in the return.
(6) If the Registrar receives a return under section 778(5) or (6),
the Registrar must also enter in the Companies Register, as
a corporate name, the certified translation of the domestic
name contained in the return.(7) On a note being made under subsection (1)(a), a name
entered in the Companies Register as an approved name in
relation to the old corporate name is no longer an approved
name, and the Registrar must make another note in the
Companies Register to that effect.
(8) On an entry being made under subsection (2) or (3), a
translation of a domestic name of the registered non-Hong
Kong company that is entered in the Companies Register
as a corporate name of the company is no longer a
corporate name if it is in the same language as the new
domestic name, and the Registrar must make a note in the
Companies Register to that effect.
 

Division 4    Regulation of Names Used by Registered Non-Hong Kong Companies to Carry on Business in Hong Kong
780.
Registrar may serve notice to regulate use of corporate names or
approved names
(1) The Registrar may serve a notice on a registered non-Hong
Kong company if satisfied that a corporate name or
approved name of the company—
(a) is the same as or is too like—
(i) a name that appears, or should have appeared, in
the index of names kept under section 22C of the
predecessor Ordinance or in the Index of
Company Names on the material date; or
(ii) the name of a body corporate incorporated or
established under an Ordinance before the
material date; or

(b) gives so misleading an indication of the nature of the
company’s activities in Hong Kong as to be likely to
cause harm to the public.
(2) A notice must state the reasons for serving the notice.
(3) A notice for the purposes of subsection (1)(a) must be
served on a registered non-Hong Kong company within
6 months beginning on the material date.
(4) In this section—
material date (關鍵日期)—
(a) in relation to a domestic name, or a translation of a
domestic name, of a registered non-Hong Kong
company that is entered in the Companies Register
under section 777 as a corporate name, means the date
on which the certificate of registration was issued
under that section;
(b) in relation to a domestic name, or a translation of a
domestic name, of a registered non-Hong Kong
company that is entered in the Companies Register
under section 779 as a corporate name, means the date
on which the certificate of registration was issued
under that section;
(c) in relation to a domestic name, or a translation of a
domestic name, of a registered non-Hong Kong
company that is entered in the Companies Register on
a restoration of the company to the Companies
Register, means the date of the restoration;
(d) in relation to a domestic name, or a translation of a
domestic name, of a registered non-Hong Kong
company that has already been entered in the
Companies Register as at the coming into operation of
this Part, means—(i) the date on which the company complied with
section 333 of the predecessor Ordinance; or
(ii) if the company has delivered a return for
registration under section 335 of the predecessor
Ordinance, the date on which the certificate of
registration was issued under that section;
(e) in relation to a name that is entered in the Companies
Register under section 782(5) or 785(5) as an approved
name, means the date on which the certificate of
registration was issued under that section; or
(f) in relation to a name by which the registered non-
Hong Kong company was registered by virtue of
section 337B(3) of the predecessor Ordinance as an
approved name, means the date of the registration.
781.
Effect of notice
(1) If a registered non-Hong Kong company is served with a
notice under section 780(1) for a corporate name or
approved name, the company must not, after the end of
2 months after the date of service, carry on business in
Hong Kong under that name.
(2) If a registered non-Hong Kong company contravenes
subsection (1), the company, every responsible person of
the company, and every agent of the company who
authorizes or permits the contravention, commit an offence.
(3) A person who commits an offence under subsection (2) is
liable to a fine at level 6 and, in the case of a continuing
offence, to a further fine of $2,000 for each day during
which the offence continues.
(4) This section does not invalidate any transaction entered
into by the registered non-Hong Kong company.782.
Registration of approved name for carrying on business in Hong
Kong
(1) If a registered non-Hong Kong company is served with a
notice under section 780(1) for a corporate name or for an
approved name in relation to a corporate name, the
company may apply, in writing, to the Registrar for
approval of another name, in relation to the corporate
name, under which the company is to carry on business in
Hong Kong.
(2) An application must be delivered to the Registrar.
(3) On receiving an application for approval of a name, the
Registrar must approve the name unless satisfied that the
name—
(a) is the same as or is too like—
(i) a name that appears, or should have appeared, in
the Index of Company Names; or
(ii) the name of a body corporate incorporated or
established under an Ordinance; or
(b) gives so misleading an indication of the nature of the
registered non-Hong Kong company’s activities in
Hong Kong as to be likely to cause harm to the public.
(4) If the Registrar approves a name, the registered non-Hong
Kong company may deliver to the Registrar for registration
a return, in the specified form, specifying the name so
approved.
(5) On receiving a return, the Registrar must, unless satisfied
that the name specified in it is the same as a name that
appears, or should have appeared, in the Index of
Company Names—(a) enter that specified name in the Companies Register as
the name, in relation to the corporate name, under
which the registered non-Hong Kong company is to
carry on business in Hong Kong;
(b) issue to the company a fresh certificate of registration
containing the corporate name and the name so
entered; and
(c) register the return.
(6) On the issue of the fresh certificate of registration, the
name entered in the Companies Register under subsection
(5)(a) is, for all purposes of the law, the name under which
the registered non-Hong Kong company is to carry on
business in Hong Kong.
(7) Subsection (6) does not affect any rights or obligations
vested in the registered non-Hong Kong company under
the name for which the notice is served on the company
under section 780(1).
(8) Subsection (6) does not render defective any legal
proceedings by or against the registered non-Hong Kong
company. If there are any legal proceedings that might have
been commenced or continued by or against that company
by the name for which the notice is served on that company
under section 780(1), those proceedings may be commenced
or continued by or against it by the name entered in the
Companies Register under subsection (5)(a) as an approved
name in relation to the corporate name.
783.
Withdrawal of notice
(1) After a registered non-Hong Kong company is served with
a notice under section 780(1) for a corporate name or for
an approved name in relation to a corporate name, the
Registrar may, on written application by the company,
withdraw the notice.(2) If the notice is withdrawn, section 781(1) ceases to apply to
the registered non-Hong Kong company.
(3) If, after the notice is served, a name is entered in the
Companies Register as an approved name in relation to the
corporate name, the Registrar must, on withdrawing the
notice—
(a) make a note in the Companies Register to the effect
that the name is no longer an approved name; and
(b) issue to the registered non-Hong Kong company a
fresh certificate of registration containing the name for
which the notice is served.
784.
Appeal against decision to serve notice
Within 3 weeks after being served with a notice under section
780(1)(b) for a corporate name or for an approved name in
relation to a corporate name, a registered non-Hong Kong
company may appeal to the Administrative Appeals Board
against the decision to serve the notice.
785.
Change of approved name
(1) A registered non-Hong Kong company may apply, in
writing, to the Registrar for change of an approved name,
in relation to a corporate name, under which the company
is to carry on business in Hong Kong.
(2) An application must be delivered to the Registrar.
(3) On receiving an application for change of an approved
name, the Registrar must approve the new name unless
satisfied that the new name—
(a) is the same as or is too like—
(i) a name that appears, or should have appeared, in
the Index of Company Names; or(ii) the name of a body corporate incorporated or
established under an Ordinance; or
(b) gives so misleading an indication of the nature of the
registered non-Hong Kong company’s activities in
Hong Kong as to be likely to cause harm to the public.
(4) If the Registrar approves a new name, the registered non-
Hong Kong company may deliver to the Registrar for
registration a return, in the specified form, specifying the
new name so approved.
(5) On receiving a return, the Registrar must, unless satisfied
that the new name specified in it is the same as a name that
appears, or should have appeared, in the Index of
Company Names—
(a) enter the new name in the Companies Register as the
name, in relation to the corporate name, under which
the registered non-Hong Kong company is to carry on
business in Hong Kong;
(b) make a note in the Companies Register to the effect
that there is a change of approved name;
(c) issue to the company a fresh certificate of registration
containing the corporate name and the new approved
name; and
(d) register the return.
(6) On the issue of the fresh certificate of registration, the new
approved name is, for all purposes of the law, the name
under which the registered non-Hong Kong company is to
carry on business in Hong Kong.
(7) Subsection (6) does not affect any rights or obligations
vested in the registered non-Hong Kong company under
the corporate name or the old approved name.
(8) Subsection (6) does not render defective any legal
proceedings by or against the registered non-Hong Kongcompany. If there are any legal proceedings that might have
been commenced or continued by or against that company
by the corporate name or the old approved name, those
proceedings may be commenced or continued by or against
it by the new approved name in relation to the corporate
name.
 

Division 5    Authorized Representatives of Registered Non-Hong Kong Companies
786.
Company must keep authorized representative’s required details
registered in Companies Register
(1) This section applies if—
(a) a person is registered in the Companies Register as an
authorized representative of a registered non-Hong
Kong company;
(b) the person ceases to be an authorized representative of
the non-Hong Kong company; and
(c) after the cessation, no person is registered in the
Companies Register as an authorized representative of
the non-Hong Kong company.
(2) For the purposes of subsection (1)(b), it is irrelevant, that
at the time of the cessation, the company is no longer a
registered non-Hong Kong company by virtue of section
794(3) or 798(3).
(3) Within one month after the person ceases to be an
authorized representative of the non-Hong Kong company,
that company must deliver to the Registrar for registration
under section 791(1) a return in respect of another person
as an authorized representative of the company.

(4) Subsection (3) does not apply to the non-Hong Kong
company if, when the person ceases to be an authorized
representative of that company, it has ceased to have a
place of business in Hong Kong for at least 11 months.
(5) If a non-Hong Kong company contravenes subsection (3),
the company, every responsible person of the company, and
every agent of the company who authorizes or permits the
contravention, commit an offence, and each is liable to a
fine at level 5 and, in the case of a continuing offence, to a
further fine of $1,000 for each day during which the offence
continues.
787.
Termination of authorization
(1) A person registered in the Companies Register as an
authorized representative of a registered non-Hong Kong
company may terminate the authorization by sending to
the company’s registered office (or the equivalent) in its
place of incorporation a written notice of termination
stating the date of termination.
(2) A registered non-Hong Kong company may terminate the
authorization of a person registered in the Companies
Register as an authorized representative of the company by
sending to the person’s address shown in the Companies
Register a written notice of termination stating the date of
termination.
(3) After sending a notice of termination under subsection (1)
or (2), the sender must, within one month after the date of
the notice, notify the Registrar, in writing, of the date of
termination.
(4) Subsection (3) does not apply to the sender if, at the time
when the notice is sent, the registered non-Hong Kong
company has ceased to have a place of business in Hong
Kong for at least 11 months.(5) A notification under subsection (3)—
(a) must be in the specified form; and
(b) must be accompanied by the documents prescribed by
procedural regulations.
(6) A notification under subsection (3)—
(a) if given by a person registered as an authorized
representative of a registered non-Hong Kong
company, must contain a statement by the person that
the company has been notified of the termination
under subsection (1); or
(b) if given by a registered non-Hong Kong company,
must contain a statement by the company that the
person registered as an authorized representative of
the company has been notified of the termination
under subsection (2).
(7) If an authorization is terminated under subsection (1) or (2),
the termination takes effect on whichever is the later of the
following—
(a) the date of termination stated in the notice of
termination;
(b) the expiration of 21 days after subsection (3) is
complied with.
(8) In this section, a reference to a registered non-Hong Kong
company includes a non-Hong Kong company that is no
longer a registered non-Hong Kong company by virtue of
section 794(3) or 798(3).

Division 6    Returns and Accounts of Registered Non-Hong Kong Companies
788.
Company must deliver annual return for registration
(1) Within 42 days after each anniversary of the date on which
the certificate of registration was issued under section
777(4)(a) or the predecessor Ordinance, a registered non-
Hong Kong company must deliver to the Registrar a return
for registration.
(2) A return—
(a) must be in the specified form;
(b) must contain the particulars prescribed by procedural
regulations; and
(c) must be accompanied by the documents prescribed by
procedural regulations.
(3) If a registered non-Hong Kong company contravenes
subsection (1), the company, every responsible person of
the company, and every agent of the company who
authorizes or permits the contravention, commit an offence,
and each is liable to a fine at level 5 and, in the case of a
continuing offence, to a further fine of $1,000 for each day
during which the offence continues.
(4) If a registered non-Hong Kong company, or an officer or
agent of a registered non-Hong Kong company, is
convicted of an offence under subsection (3), the magistrate
may, in addition to any penalty that may be imposed, order
the company, or the officer or agent, to deliver to the
Registrar a return for registration within a time specified in
the order.

(5) If a registered non-Hong Kong company, or an officer or
agent of a registered non-Hong Kong company, fails to
comply with an order under subsection (4), the company,
or the officer or agent, commits an offence and is liable to
a fine at level 5 and, in the case of a continuing offence, to
a further fine of $1,000 for each day during which the
offence continues.
789.
Company must deliver accounts for registration
(1) This section applies if a registered non-Hong Kong
company is required to publish its accounts, or to deliver
copies of its accounts to any person in whose office the
accounts may be inspected as of right by members of the
public—
(a) by the law of its place of incorporation; or
(b) by either of the following, but not by the law of its
place of incorporation—
(i) the law of any other jurisdiction where it is
registered as a company;
(ii) the rules of any stock exchange or similar
regulatory bodies in that jurisdiction.
(2) When the registered non-Hong Kong company delivers to
the Registrar a return for registration under section 788, it
must also deliver to the Registrar for registration—
(a) in the case of subsection (1)(a), a certified copy of its
latest published accounts for a period of at least 12
months that comply with the law of its place of
incorporation; or
(b) in the case of subsection (1)(b), a certified copy of its
latest published accounts for a period of at least 12
months that comply with any of the law or rules
mentioned in subparagraphs (i) and (ii) of that
subsection.(3) If a registered non-Hong Kong company contravenes
subsection (2), the company, every responsible person of
the company, and every agent of the company who
authorizes or permits the contravention, commit an offence,
and each is liable to a fine at level 5 and, in the case of a
continuing offence, to a further fine of $1,000 for each day
during which the offence continues.
(4) If a registered non-Hong Kong company, or an officer or
agent of a registered non-Hong Kong company, is
convicted of an offence under subsection (3), the magistrate
may, in addition to any penalty that may be imposed, order
the company, or the officer or agent, to deliver to the
Registrar the certified copy of any accounts mentioned in
subsection (2)(a) or (b) for registration within a time
specified in the order.
(5) If a registered non-Hong Kong company, or an officer or
agent of a registered non-Hong Kong company, fails to
comply with an order under subsection (4), the company,
or the officer or agent, commits an offence and is liable to
a fine at level 5 and, in the case of a continuing offence, to
a further fine of $1,000 for each day during which the
offence continues.
(6) In this section, a reference to a certified copy of any
accounts is, if the accounts are not in English or Chinese, a
reference to a certified translation of the accounts in
English or Chinese.
790.
Directors may revise accounts not complying with certain
requirement
(1) If a certified copy of any accounts has been delivered to the
Registrar for registration under section 336 of the predecessor
Ordinance or section 789, and it appears to the directors of
the registered non-Hong Kong company that the accounts
did not comply with the regulatory requirement specified in
subsection (2), those directors may revise the accounts.(2) The regulatory requirement is—
(a) in relation to the accounts of a registered non-Hong
Kong company to which section 336(1) of the
predecessor Ordinance or section 789(1)(a) applies, the
law of its place of incorporation; or
(b) in relation to the accounts of a registered non-Hong
Kong company to which section 336(2) of the
predecessor Ordinance or section 789(1)(b) applies—
(i) the law of any other jurisdiction where it is
registered as a company; or
(ii) the rules of any stock exchange or similar
regulatory bodies in that jurisdiction.
(3) A revision of the accounts must be confined to—
(a) those aspects in which the accounts did not comply
with the regulatory requirement specified in subsection
(2); and
(b) other necessary consequential revisions.
(4) If the directors of a registered non-Hong Kong company
decide to revise any accounts under subsection (1), the
company must, within 15 days after the decision, deliver to
the Registrar for registration a warning statement, in the
specified form, that the accounts will be so revised.
(5) If a registered non-Hong Kong company contravenes
subsection (4), the company, every responsible person of
the company, and every agent of the company who
authorizes or permits the contravention, commit an offence,
and each is liable to a fine at level 5 and, in the case of a
continuing offence, to a further fine of $1,000 for each day
during which the offence continues.791.
Company must deliver return for registration in case of change of
certain particulars
(1) If there is, in relation to a registered non-Hong Kong
company, a change specified in subsection (2), the company
must, within one month after the date of the change,
deliver to the Registrar for registration a return containing
the particulars of the change.
(2) The change is one made in—
(a) the charter, statutes or memorandum (including
articles, if any) of the registered non-Hong Kong
company, or other instruments defining the company’s
constitution;
(b) the directors, company secretary (or, where there are
joint company secretaries, each of them) or authorized
representatives of the company;
(c) the particulars of the directors, company secretary (or,
where there are joint company secretaries, each of
them) or authorized representatives of the company
delivered to the Registrar under this Part; or
(d) the address of the company’s principal place of
business in Hong Kong or of its registered office (or
the equivalent), or its principal place of business, in its
place of incorporation.
(3) A return—
(a) must be in the specified form;
(b) must contain the particulars prescribed by procedural
regulations; and
(c) must be accompanied by the documents prescribed by
procedural regulations.(4) If the registered non-Hong Kong company is not allowed
under section 56(7)(b) to state in a return under this section
that a director’s correspondence address is changed to an
address other than the address specified in section 56(7)(b)(i)
or (ii), this section does not apply in relation to that
change.
(5) If a registered non-Hong Kong company contravenes
subsection (1) in respect of a change specified in subsection
(2)(a), the company, every responsible person of the
company, and every agent of the company who authorizes
or permits the contravention, commit an offence, and each
is liable to a fine at level 3 and, in the case of a continuing
offence, to a further fine of $300 for each day during which
the offence continues.
(6) If a registered non-Hong Kong company contravenes
subsection (1) in respect of a change specified in subsection
(2)(b) or (c), the company, every responsible person of the
company, and every agent of the company who authorizes
or permits the contravention, commit an offence, and each
is liable to a fine at level 4 and, in the case of a continuing
offence, to a further fine of $700 for each day during which
the offence continues.
(7) If a registered non-Hong Kong company contravenes
subsection (1) in respect of a change specified in subsection
(2)(d), the company, every responsible person of the
company, and every agent of the company who authorizes
or permits the contravention, commit an offence, and each
is liable to a fine at level 5 and, in the case of a continuing
offence, to a further fine of $1,000 for each day during
which the offence continues.

Division 7    Other Obligations
792.
Non-Hong Kong company must state names, place of
incorporation, etc.
(1) A non-Hong Kong company must, on every place where it
carries on business in Hong Kong—
(a) conspicuously exhibit its name and its place of
incorporation; and
(b) if applicable, conspicuously exhibit a notice of the fact
that the liability of its members is limited.
(2) A non-Hong Kong company must, in every bill-head, letter
paper, notice and other official publication of the company
in Hong Kong—
(a) state in legible characters its name and its place of
incorporation; and
(b) if applicable, state in legible characters that the liability
of its members is limited.
(3) If a non-Hong Kong company is in liquidation, it must, in
every advertisement of the company in Hong Kong—
(a) state in legible characters its name and its place of
incorporation; and
(b) if applicable, state in legible characters that the liability
of its members is limited.
(4) If a non-Hong Kong company is in liquidation, it must
comply with subsection (5)—
(a) when exhibiting its name under subsection (1); or
(b) when stating its name under subsection (2) or (3).

(5) The non-Hong Kong company must—
(a) if its name is in a language other than Chinese, add “(in
liquidation)” after the name;
(b) if its name is in Chinese, add “(正進行清盤)” after the
name; or
(c) if its name is in Chinese and in a language other than
Chinese—
(i) add “(正進行清盤)” after the name in Chinese;
and
(ii) add “(in liquidation)” after the name in that other
language.
(6) If a non-Hong Kong company contravenes subsection (1),
(2), (3) or (4), the company, every responsible person of the
company, and every agent of the company who authorizes
or permits the contravention, commit an offence, and each
is liable to a fine at level 3.
(7) In this section, a reference to a non-Hong Kong company’s
name is—
(a) in the case of a registered non-Hong Kong company, a
reference to the company’s corporate name; or
(b) in the case of a registered non-Hong Kong company
with an approved name, in relation to a corporate
name, shown in the Companies Register, a reference to
the company’s approved name.
793.
Registered non-Hong Kong company must notify Registrar of
commencement of liquidation etc.
(1) Within 15 days after the later of the dates specified in
subsection (2), a registered non-Hong Kong company must
deliver to the Registrar for registration a notice, in the
specified form, containing—
(a) the particulars specified in subsection (3); and(b) if a person is appointed as liquidator or provisional
liquidator,
the
further
particulars
specified
in
subsection (4).
(2) The dates are—
(a) the date of commencement of any proceedings for the
liquidation of the registered non-Hong Kong
company; and
(b) the date on which the notice of commencement of
such proceedings was served on the company
according to the law of the place in which those
proceedings are commenced.
(3) The particulars are—
(a) the date of commencement of the proceedings for the
liquidation of the registered non-Hong Kong
company;
(b) the country where the proceedings are commenced;
and
(c) whether the liquidation is a voluntary or compulsory
liquidation, or is in another mode of liquidation as
specified in the notice under subsection (1).
(4) The further particulars are—
(a) whether the person is appointed as liquidator or
provisional liquidator;
(b) whether the person is a sole liquidator, or one of the
joint, or joint and several, liquidators;
(c) the date of the appointment; and
(d) the following details of the person—
(i) in the case of a natural person, the present
forename and surname, the address, and the
number of the identity card or, if the person does
not have an identity card, the number and issuing
country of any passport held by the person; or(ii) in any other case, the name and the address.
(5) Subsection (6) applies if—
(a) any change occurs in the particulars contained in a
notice under subsection (1);
(b) a liquidator or provisional liquidator is appointed after
such a notice is delivered to the Registrar for
registration; or
(c) the liquidator or provisional liquidator whose name is
contained in such a notice has ceased to hold office as
such.
(6) Within 15 days after the change, appointment or cessation,
the registered non-Hong Kong company must deliver to the
Registrar for registration a notice, in the specified form,
containing the particulars of the change, the further
particulars specified in subsection (4) of the liquidator or
provisional liquidator appointed, or the date of the
cessation to hold office as liquidator or provisional
liquidator.
(7) If a registered non-Hong Kong company contravenes
subsection (1) or (6), the company, every responsible person
of the company, and every agent of the company who
authorizes or permits the contravention, commit an offence,
and each is liable to a fine at level 3 and, in the case of a
continuing offence, to a further fine of $300 for each day
during which the offence continues.
(8) In this section—
forename (名字) includes a Christian or given name;
surname (姓氏), in the case of a person usually known by a title
different from the person’s surname, means the title.794.
Registered non-Hong Kong company must notify Registrar of
cessation of place of business in Hong Kong
(1) If a registered non-Hong Kong company ceases to have a
place of business in Hong Kong, the company must, within
7 days after the cessation, deliver to the Registrar a notice,
in the specified form, of that fact.
(2) On receiving a notice, the Registrar—
(a) must register the notice in relation to the registered
non-Hong Kong company; and
(b) must enter in the Companies Register a statement that
the company has ceased to have a place of business in
Hong Kong.
(3) On the entry of the statement in the Companies Register
under subsection (2)(b), the company is no longer a
registered non-Hong Kong company.
(4) If a registered non-Hong Kong company contravenes
subsection (1), the company, every responsible person of
the company, and every agent of the company who
authorizes or permits the contravention, commit an offence,
and each is liable to a fine at level 3 and, in the case of a
continuing offence, to a further fine of $300 for each day
during which the offence continues.
795.
Authorized representative of registered non-Hong Kong company
must notify Registrar of dissolution
(1) If a registered non-Hong Kong company is dissolved, an
authorized representative of the company must, within 15
days after the date of dissolution, deliver to the Registrar—
(a) a notice, in the specified form, of that fact; and
(b) a certified copy of the instrument effecting the
dissolution or, in the case of an instrument not in
English or Chinese, a certified translation of the
instrument in English or Chinese.(2) On receiving a notice and document under subsection (1),
the Registrar—
(a) must register the notice and document in relation to
the registered non-Hong Kong company; and
(b) must enter in the Companies Register a statement that
the company has been dissolved.
(3) On the entry of the statement in the Companies Register
under subsection (2)(b), the company is no longer a
registered non-Hong Kong company.
(4) If an authorized representative of a registered non-Hong
Kong company contravenes subsection (1), the authorized
representative commits an offence and is liable to a fine at
level 3 and, in the case of a continuing offence, to a further
fine of $300 for each day during which the offence
continues.
(5) If a person is charged with an offence under subsection (4),
it is a defence to establish that the person did not know,
and had no reason to believe, that the registered non-Hong
Kong company was dissolved.
 

Division 8    Striking off
796.
Registrar may send inquiry letter to registered non-Hong Kong
company
(1) If the Registrar has reasonable cause to believe that a
registered non-Hong Kong company has ceased to have a
place of business in Hong Kong, the Registrar may send to
the company by post a letter inquiring whether the
company has ceased to have a place of business in Hong
Kong.

(2) A letter must be addressed—
(a) to an authorized representative of the registered non-
Hong Kong company whose required details are
shown in the Companies Register; or
(b) if no required details of authorized representatives of
the company are shown in the Companies Register, to
any place of business established by the company in
Hong Kong.
(3) If the Registrar is of the opinion that a letter under
subsection (1) is unlikely to be received by the registered
non-Hong Kong company, the Registrar may, instead of
sending a letter under that subsection, publish in the
Gazette a notice that, unless cause is shown to the contrary,
the company’s name will be struck off the Companies
Register, and the company will no longer be a registered
non-Hong Kong company, at the end of 3 months after the
date of the notice.
797.
Registrar must follow up under certain circumstances
(1) This section applies if, within one month after sending a
letter under section 796(1)—
(a) the Registrar does not receive a reply to the letter; or
(b) the Registrar receives a reply to the letter to the effect
that the registered non-Hong Kong company has
ceased to have a place of business in Hong Kong.
(2) The Registrar must, within 30 days after the end of that
one month—
(a) subject to subsection (4), send to the registered non-
Hong Kong company by registered post another
letter—
(i) referring to the letter sent under section 796(1);
and(ii) stating that—
(A) no reply to it has been received; or
(B) the Registrar has received a reply to it to the
effect that the company has ceased to have a
place of business in Hong Kong; and
(b) publish in the Gazette a notice that, unless cause is
shown to the contrary, the company’s name will be
struck off the Companies Register, and the company
will no longer be a registered non-Hong Kong
company, at the end of 3 months after the date of the
notice.
(3) A letter must be addressed—
(a) to an authorized representative of the registered non-
Hong Kong company whose required details are
shown in the Companies Register; or
(b) if no required details of authorized representatives of
the company are shown in the Companies Register, to
any place of business established by the company in
Hong Kong.
(4) The Registrar is not required to send a letter to the
registered non-Hong Kong company under subsection (2)(a)
if the Registrar is of the opinion that the letter is unlikely
to be received by the company.
798.
Registrar may strike off registered non-Hong Kong company’s
name
(1) After publishing a notice under section 796(3) or 797(2)(b),
the Registrar may, unless cause is shown to the contrary,
strike the registered non-Hong Kong company’s name off
the Companies Register at the end of 3 months after the
date of the notice.(2) The Registrar must publish in the Gazette a notice
indicating that the non-Hong Kong company’s name has
been struck off the Companies Register.
(3) On publication of the notice under subsection (2), the non-
Hong Kong company is no longer a registered non-Hong
Kong company.
(4) Subject to subsection (5), the non-Hong Kong company
must not have a place of business in Hong Kong as long as
it is not a registered non-Hong Kong company.
(5) Subsection (4) does not prohibit the non-Hong Kong
company from having a place of business in Hong Kong
that is established after the publication of the notice under
subsection (2) if it applies for registration under section
776(2) within one month after establishing that place of
business.
(6) If a non-Hong Kong company contravenes subsection (4),
the company, every responsible person of the company, and
every agent of the company who authorizes or permits the
contravention, commit an offence, and each is liable to a
fine at level 5 and, in the case of a continuing offence, to a
further fine of $1,000 for each day during which the offence
continues.
799.
Application to Registrar for restoration of non-Hong Kong
company
(1) This section applies if a non-Hong Kong company’s name—
(a) has been struck off the Companies Register under
section 798; or
(b) has been struck off the register of companies by virtue
of section 339A(2) of the predecessor Ordinance.
(2) A person who is a director or member of the non-Hong
Kong company may apply to the Registrar for the
restoration of the company to the Companies Register.(3) An application must be made within 6 years after the date
of the striking off. For this purpose, an application is made
when it is received by the Registrar.
(4) An application must be accompanied by a statement—
(a) that the applicant is a director or member of the non-
Hong Kong company; and
(b) that the conditions specified in section 800(2) are met.
(5) The Registrar may accept the statement as sufficient
evidence of the matters mentioned in subsection (4)(a) and
(b).
800.
Conditions for granting application
(1) The Registrar must not grant an application made under
section 799 unless all the conditions specified in subsection
(2), and any other conditions that the Registrar thinks fit,
are met.
(2) The conditions are—
(a) that the non-Hong Kong company had at the time of
the application, and at any time within the period of 6
months before its name was struck off the Companies
Register, a place of business in Hong Kong; and
(b) that the applicant has delivered to the Registrar the
documents relating to the non-Hong Kong company
that are necessary to bring up to date the records kept
by the Registrar.
801.
Registrar’s decision on application
(1) The Registrar must notify the applicant of the decision on
an application made under section 799.(2) If the Registrar grants the application, the non-Hong Kong
company is restored to the Companies Register on the date
on which notification is given under subsection (1), and the
Registrar must register the notification and publish in the
Gazette a notice of the restoration.
(3) On the restoration, the striking off is to be regarded as not
having taken place.
 

Division 9    Miscellaneous
802.
Registrar to keep index of directors
(1) The Registrar must keep an index of every person who is a
director of a registered non-Hong Kong company.
(2) The particulars contained in the index must, in respect of
each director, include—
(a) the name and address of the director;
(b) the latest particulars sent to the Registrar in respect of
the director;
(c) the name of each company or registered non-Hong
Kong company of which the director can be identified
as a director.
(3) The index kept under this section must be open to the
inspection of any person on payment of a prescribed fee.
(4) Despite subsection (3), the following particulars contained
in the index must not be open for inspection under that
subsection—
(a) the usual residential address of the director;
(b) the full number of the identity card or passport of the
director.