Point 9: special resolution or its equivalent needed to be filed to CR within 15 days
Relevant Company Ordinance (Cap. 622) clauses (extra only):
Heading: Registration of and requirements relating to certain resolutions, etc.
(1) This section applies to—
- (a) a special resolution, other than a special resolution to change the name of a company passed under section 107or 770;
- (b) a resolution agreed to by all the members of a company that, if not so agreed to, would not have been effective for its purpose unless passed as a special resolution;
- (c) a resolution or agreement agreed to by all the members of a class that, if not so agreed to, would not have been effective for its purpose unless passed by some particular majority or otherwise in some particular manner;
- (d) a resolution or agreement that effectively binds all the members of a class though not agreed to by all those members;
- (e) an agreement made for the purposes of section 359(1)(b)(iii);
- (f) a resolution passed for the purposes of section 360(1)(a), (2)(a)(i), (2)(b)(i) or (2)(c)(i);
- (g) a resolution passed under section 613;
- (h) a resolution requiring a company to be wound up voluntarily, passed under section 228(1)(a) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32);
- (i) a resolution varying any matter or provision in the articles of a company that is expressly authorized by the articles to be varied by ordinary resolution;
- (j) an order of the Court (which alters a company’s articles) a copy of which is required to be delivered to the Registrar under section 96; and
- (k) an order of the Court which alters a resolution or an agreement referred to in paragraph (a), (b), (c), (d), (e), (f), (g), (h) or (i).
(2) The company must deliver a copy of the order under subsection (1)(k), resolution or agreement to the Registrar for registration within 15 days after it is made or passed.
(3) The company must ensure that a copy of the resolution, agreement or order of the Court that is for the time being in force is included in or annexed to every copy of the articles issued, as the case may be—
- (a) after the passing of the resolution; or
- (b) after the making of the agreement or the order of the Court.
(4) Subsection (3) does not apply to an existing company whose articles have not been registered under this Ordinance or any former Companies Ordinance.
(5) If the company is an existing company whose articles have not been registered under this Ordinance or any former Companies Ordinance, the company must send a copy of the resolution, agreement or order of the Court that is for the time being in force to any member at that member’s request, without charge.
(6) If the resolution or agreement is not in writing, a reference to a copy of the resolution or agreement in subsections (2), (3) and (5) is to be construed as a written memorandum setting out the terms of the resolution or agreement.
(7) 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 and, in the case of a continuing offence, to a further fine of $300 for each day during which the offence continues.
(8) If a company contravenes subsection (3) or (5), the company, and every responsible person of the company, commit an offence, and each is liable to a fine at level 3.
(9) For the purposes of subsections (7) and (8), a liquidator or provisional liquidator of the company is to be regarded as an officer of the company.