REGISTERED TRUSTEES INCORPORATION ORDINANCE

REGISTERED TRUSTEES INCORPORATION ORDINANCE

LAWS OF HONG KONG

REGISTERED TRUSTEES INCORPORATION

ORDINANCE

CHAPTER 306

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REVISED EDITION 1982

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CHAPTER 306

REGISTERED TRUSTEES INCORPORATION ORDINANCE

ARRANGEMENT OF SECTIONS

Section Page

1. Short title ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... 2
2. Interpretation ... ... ... ... .. ... ... ... ... 2
3. Application for certificate of incorporation ... ... ... ... ... ... ... ... 3
4. Grant of a certificate of incorporation ... ... ... ... ... ... ... ... ... 3
5. Notice of incorporation and validity of certificate ... ... ... ... ... ... ... 4
6. Common seal ... ... ... ... ... ... ... ... ... ... ... ... ... ... 4
7. Vesting of land ... ... ... ... ... ... ... ... ... ... ... ... ... ... 4
8, Change of trustees ... ... ... ... ... ... ... ... ... ... ... ... ... 4
9. Notification of change of principal office or trustees ... ... ... ... ... ... 5
10. Registers and documents ... ... ... ... ... ... ... ... ... ... ... ... 5
11. Liability of trustees notwithstanding incorporation ... ... ... ... ... ... ... 6
12. Gifts ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... 6
13. [Repealed) ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... 6
14. Enforcement of conditions and directions ... ... ... ... ... ... ... ... ... 6
is. Fees ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... 6

First Schedule. Particulars to accompany application for registration ... ... ... ... 6

Second Schedule..Fees........................... ... ... ... ... ... ... ... ... 7





CHAPTER 306

REGISTERED TRUSTEES INCORPORATION

To facilitate the incorporation of trustees appointed by certain bodies,
associations and communities of persons, and of trus-

tees of charities and to make provision for purposes connected
therewith.

(Amended, 14 of 1968, s. 2)

18 July 1958.]

1. This Ordinance may be cited as the Registered Trustees
Incorporation Ordinance.

2. (1) In this Ordinance, unless the context otherwise requires

'body of persons' means

(a)any community of persons bound together by custom, religion,
kinship, nationality or regional or local interests; or

(b)any body or association of persons established for any
charitable purpose; (Amended, 14 of 1968, s. 3 and 74 of
1974,s.3)

'certificate' means a certificate of incorporation granted under section
4;

'charitable purpose' includes

(a) the relief of poverty;

(b)the advancement of art, education, learning, literature, science
or research;

(c) the making of provision for-

(i) the cure, alleviation or prevention of, or

(ii) the care of persons suffering from or subjected to,

any disease, infirmity or disability affecting human beings
(including the care of women before, during and after child
birth);

(d) the advancement of religion;

(e) any ecclesiastical purpose;

(f)the promotion of the moral, social and physical well-being of
the community; and

(g)any other purpose beneficial to the community not specified in
paragraphs (a) to (f); (Added, 74 of 1974, s.3)

'charity' means any trust or organization established by deed or
otherwise for a charitable purpose; (Added, 14 of 1968, s. 3.
Amended, 74 of 1974, s. 3)





'corporation' means trustees incorporated in accordance with the
provisions of this Ordinance and their successors in office;

'Registrar' means the Registrar of Companies.

(2) Where the objects of any body of persons or charity
involve the acquisition of gain by such body of persons or charity
or any of its individual members or trustees, as the case may be,
such body of persons or charity shall not be a body of persons
or charity for the purposes of this Ordinance. (Added, 14 of
1968,s.3)

(3) For the purposes of subsection (2), the receipt by an
individual member or trustee of any body of persons or charity
of remuneration in respect of any professional services rendered
to such body of persons or charity where the will, deed, rules,
regulations or other instrument creating, constituting or regulating
the same so permits shall not be an acquisition of gain. (Added,
14 of 1968, s. 3)

3. (1) The duly appointed trustees, who shall in number be
not less than 3 nor more than 7, for the time being of any body of
persons or charity may apply to the Registrar for a certificate of
incorporation. (Amended, 14 of 1968, s. 4)

(2) Every application shall be-

(a) in writing signed by the trustees;

(b) franked denoting payment of the prescribed fee;

(c)accompanied by the particulars specified in the First
Schedule or such of them as are applicable to the case; and

(d)accompanied by the documents specified in that Schedule
or such of them as are applicable to the case. (Replaced,
14 of 1968, s. 4)

(3) The Registrar may require such declaration or other
evidence in verification of the statements and particulars in the
application, and such other particulars, information and evidence,
if any, as he may think fit.

4. (1) If the Governor, having regard to the nature and
objects and other circumstances of a body of persons or charity in
respect of which application has been made for a certificate in
accordance with the provisions of section 3, considers the incorpora-
tion of the trustees of such body or charity expedient, he may, upon
payment to the Registrar of the prescribed fee therefor, grant a
certificate of incorporation, and such certificate shall be subject
to such conditions or directions as may be inserted therein; and
the Governor may at any time cancel or amend such certificate.
(Amended, 14 of 1968, s. 5 and 49 of 1968, s. 2)





(2) From the date of the grant of the certificate, the trustees and
their successors in office shall be a body corporate by the name set
forth in the certificate and in that name shall have perpetual succession,
and may sue and be sued, and shall have and use a common seal.

(3) Subject to the conditions or directions (if any) inserted in the
certificate, the corporation shall have power to acquire and hold and by
instrument under its common seal to convey, assign, demise, surrender,
exchange, mortgage or otherwise deal with any movable or immovable
property in such and the like manner and subject to such restrictions
and provisions as such trustees might without such incorporation
acquire, hold, convey, assign, demise, surrender, exchange, mortgage or
otherwise deal with the same for the purposes of such body of persons
or charity. (Amended, 14 of 1968 s. 5 and 74 of 1974, s. 3)

5. (1) When the Governor has granted, cancelled or amended a
certificate, the Registrar shall cause notice thereof to be published in the
Gazette.

(2) A certificate shall be conclusive evidence that all preliminary
requirements of this Ordinance in respect of such incorporation have
been complied with, and the date of such certificate shall be deemed to
be the date on which incorporation took place.

6. (1) The common seal of a corporation shall bear such device as
may be approved by the Registrar, and shall bear the name of the
corporation.

(2) The seal shall not be changed except with the consent of the
Registrar, who, if satisfied that such change is necessary or desirable,
may upon paymnet of the prescribed fee give his consent thereto.

7. Where-

(a)any land belongs to or is held in trust for a body of persons or
charity; and

(b)trustees of that body or charity have been incorporated under
this Ordinance,

the person whose name appears in the Land Office register as the owner
of the land shall, on being required to do so by the corporation, cause
the land to be assigned to the corporation; and on the land being so
assigned, it shall vest in the corporation in trust for the body of persons
or charity, as the case may be.

(Replaced, 74 of 1974, s. 3)

8. Where a certificate has been granted, vacancies in the number of
the trustees shall from time to time be filled so far as is required by the
constitution, settlement or rules of the body of persons or charity or by
such conditions or directions as may be





contained in the certificate, by such legal means as would have been
available for the appointment of new trustees of such body of
persons or charity if no certificate had been granted, or otherwise as
may be required by such conditions or directions aforesaid.
(Amended, 14 of 1968, s. 7 and L.N. 20179)

9. (1) Notice of any change in the situation of the principal
office shall be given not later than 28 days after the change, to the
Registrar.

(2) Within 28 days after the appointment of each new trustee,
a notification thereof by the corporation containing particulars of
the full name and aliases (if any), residential address, occupation
and nationality of the new trustee, together with such evidence as the
Registrar may require of such appointment and the consent in
writing of such new trustee to his appointment, shall be delivered to
the Registrar. (Amended, 13 of 1966, Schedule)

(3) Within 28 days after the death, resignation or removal of a
trustee, a notification thereof by the corporation shall be delivered
to the Registrar together with such evidence as the Registrar may
require. (Amended, 13 of 1966, Schedule)

(4) The Registrar, if satisfied with the evidence produced to
him under this section, shall, upon payment of the prescribed fee,
register the change in the address of the principal office or the
appointment of any new trustee and the death, resignation or
removal of any trustee who has died, resigned or been removed, as
the case may be. (Amended, 13 of 1966, Schedule)

(5) Where any corporation fails to give notice as required by
this section, every trustee shall be guilty of an offence and shall be
liable on summary conviction to a fine of $500:

Provided that it shall be a good defence for any trustee to prove
that he did not know and could not readily have learnt of such
change or in the case of a newly appointed trustee that he did not
give his consent to such appointment and did not act as a trustee.
(Amended, 13 of 1966, Schedule)

10. (1) The Registrar shall maintain a register of all corpora-
tions and shall have custody of all applications for certificates of
incorporation of such corporations, and all documents submitted in
connexion therewith.

(2) Such register shall be open to inspection by the general
public during office hours on payment of the prescribed fee.

(3) Upon payment of the prescribed fee, any person may
inspect any document registered with or kept by the Registrar under
the provisions of this Ordinance and may require a copy or extract
of any such document to be made and certified under the hand of the
Registrar.





11. After a certificate has been granted under the provisions of this
Ordinance, all trustees constituting the corporation in respect of which
the certificate has been granted, notwithstanding their incorporation,
shall be chargeable for such property as comes or has come into their
hands, and shall be answerable and accountable for their own acts,
receipts, neglects, and defaults and for the due administration of the
trusts and property in the same manner and to the same extent as if no
such incorporation had been effected.

12. After the incorporation of the trustees of any body of persons
or charity in accordance with the provisions of this Ordinance, every
donation, gift and disposition of property theretofore lawfully made but
not having taken effect, or thereafter lawfully made by deed, will or
otherwise to or in favour of such body or charity or the trustees thereof,
or otherwise for the purposes thereof, shall take effect as if the same had
been made to or in favour of the corporation or otherwise for the like
purposes.

(Amended, 14 of 1968, s. 8)

13. [Repealed, 41 of 1969, s. 41

14. All conditions and directions inserted in any certificate shall be
binding upon and performed or observed by the corporation as trusts of
the body of persons or charity for which it is trustee.

(Amended, 14 of 1968, s. 10)

15. (1) The fees payable under the provisions of this Ordinance
shall he as set out in the Second Schedule, and shall be taken in the
office of the Registrar and paid into the general revenue of the Colony.

(2) The Governor in Council may by order amend the Second
Schedule:

Provided that no such order shall come into operation until it has
been approved by resolution of the Legislative Council.

FIRST SCHEDULE [s. 3(2).]

PARTICULARS TO ACCOMPANY APPLICATION FOR
REGISTRATION

1 The nature and the objects of the body of persons or charity, and the rules
and regulations of the same, together with a copy of every deed, will, or other
instrument, if any, creating, constituting or regulating the same. (Amended, 14 of
1968, s. 11)

2. A statement and short description of the property of every kind which at
the date of application is possessed by, or belongs to, or is held on behalf of the
body of persons or charity. (Amended, ]4 of 1968, s. 11)

3. The names, including aliases, if any, residential addresses, occupations and
nationalities of the trustees of the body of persons or charity. (Amended, 14 of
1968, s. 11)

4. The proposed title of the corporation of which title the words 'Trustees'
and -Incorporated' shall form part.

5. The address of the principal office of the corporation.

6. The proposed device of the common seal which in all cases shall bear the
name of the corporation.

7. The regulations for the custody and use of the common seal.











SECOND SCHEDULE [s. 15(1).]
TABLE OF FEES PAYABLE TO THE REGISTRAR OF COMPANIES
Item Matter in respect of which a fee is payable Fees
1 For an application under section 3 for a certificate 20.00
2. For the granting of a certificate under section 4(1) 200.00
3. For any alteration or amendment to a certificate by the
Governor under section 4(1) 20.00
4. For a change of name or seal under section 6(2) 20.00
5. For registration under section 9(4) of any notification of

the appointment, death, resignation or removal of a trustee- 1

for each trustee .............................................................. 10.00

6. For inspecting the register under section 10(2), for each

inspection ................................ ............. 2.00

7. For inspecting any document relating to a corporation under
section 10(3), for each inspection ................................... 2.00

8.For supplying under section 10(3), a copy of or extract
from any document or part of any document by photostatic
means, per sheet or page ........... 2.00

Provided that where any sheet or page exceeds in size 9
inches by 12 inches, such additional fee not exceeding $3 as the
Registrar may direct, shall be payable.
9...................................For supplying under section 10(3), a copy of or extract
from any document or part of any document where the copy or
extract is made other than by photostatic means, per folio of
100 words or part thereof of the first or top copy 2.00
For each additional copy or extract after the first or top copy,
per folio of 100 words or part thereof 1.00
10..................................For certifying under section 10(3), a copy of or extract
from any document ................10.00

(Replaced, L.N. 72177)
Originally 24 of 1958. 13 of 1966. 14 of 1968. L.N. 115/68. 49 of 1968. 41 of 1969. 74 of 1974. L.N. 72/77. L.N. 20/79. Short title. Interpretation. Application for certificate of imcorporation. First Schedule. Grant of a certificate of incorporation. Notice of imcorporation and validity of certificate. Common seal. Vesting of land. Change of trustees. Notification of change of principal office or trustees. Registers and documents. Liability of trustees notwithstanding incorporation. Gifts. Enforcement of conditions and directions. Fees. Second Schedule.

Originally 24 of 1958. 13 of 1966. 14 of 1968. L.N. 115/68. 49 of 1968. 41 of 1969. 74 of 1974. L.N. 72/77. L.N. 20/79. Short title. Interpretation. Application for certificate of imcorporation. First Schedule. Grant of a certificate of incorporation. Notice of imcorporation and validity of certificate. Common seal. Vesting of land. Change of trustees. Notification of change of principal office or trustees. Registers and documents. Liability of trustees notwithstanding incorporation. Gifts. Enforcement of conditions and directions. Fees. Second Schedule.

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