Cap 306 - REGISTERED TRUSTEES INCORPORATION ORDINANCE 1
Chapter: 306 REGISTERED TRUSTEES INCORPORATION
ORDINANCE
Gazette Number Version Date
Long title 30/06/1997
To facilitate the incorporation of trustees appointed by certain bodies, associations and communities of persons, and of
trustees of charities and to make provision for purposes connected therewith.
(Amended 14 of 1968 s. 2)
[18 July 1958]
(Originally 24 of 1958)
Section: 1 Short title 30/06/1997
This Ordinance may be cited as the Registered Trustees Incorporation Ordinance.
Section: 2 Interpretation 30/06/1997
(1) In this Ordinance, unless the context otherwise requires-
"body of persons" (團體) 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;
74 of 1974 s. 3)
"certificate" (證書) means a certificate of incorporation granted under section 4;
"charitable purpose" (慈善目的) 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" (慈善組織) 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" (法團) means trustees incorporated in accordance with the provisions of this Ordinance and their
successors in office;
"Registrar" (處長) 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)
Cap 306 - REGISTERED TRUSTEES INCORPORATION ORDINANCE 2
Section: 3 Application for certificate of incorporation 30/06/1997
(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.
Section: 4 Grant of a certificate of incorporation 18 of 1999 01/07/1997
Remarks:
Adaptation amendments retroactively made - see 18 of 1999 s. 3
(1) If the Chief Executive, 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 incorporation 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 Chief Executive may at any time cancel or amend such
certificate. (Amended 14 of 1968 s. 5; 49 of 1968 s. 2; 18 of 1999 s. 3)
(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; 74 of 1974 s. 3)
Section: 5 Notice of incorporation and validity of certificate 18 of 1999 01/07/1997
Remarks:
Adaptation amendments retroactively made - see 18 of 1999 s. 3
(1) When the Chief Executive has granted, cancelled or amended a certificate, the Registrar shall cause notice
thereof to be published in the Gazette. (Amended 18 of 1999 s. 3)
(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.
Section: 6 Common seal 30/06/1997
(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 payment of the prescribed fee give his consent thereto. (Amended L.N. 386 of 1993)
Cap 306 - REGISTERED TRUSTEES INCORPORATION ORDINANCE 3
Section: 7 Vesting of land 30/06/1997
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 Registry 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. Amended 8 of 1993 s. 2)
Section: 8 Change of trustees 30/06/1997
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; L.N. 20 of 1979)
Section: 9 Notification of change of principal office or trustees 30/06/1997
(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)
Section: 10 Registers and documents 30/06/1997
(1) The Registrar shall maintain a register of all corporations and shall have custody of all applications for
certificates of incorporation of such corporations, and all documents submitted in connection 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.
Section: 11 Liability of trustees notwithstanding incorporation 30/06/1997
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
Cap 306 - REGISTERED TRUSTEES INCORPORATION ORDINANCE 4
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.
Section: 12 Gifts 30/06/1997
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)
Section: 13 (Repealed 41 of 1969 s. 4) 30/06/1997
Section: 14 Enforcement of conditions and directions 30/06/1997
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)
Section: 15 Fees 18 of 1999 01/07/1997
Remarks:
Adaptation amendments retroactively made - see 18 of 1999 s. 3
(1) The fees payable under the provisions of this Ordinance shall be as set out in the Second Schedule, and
shall be taken in the office of the Registrar and paid into the general revenue of Hong Kong.
(2) The Chief Executive 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.
(Amended 18 of 1999 s. 3)
Schedule: 1 PARTICULARS TO ACCOMPANY APPLICATION
FOR REGISTRATION
30/06/1997
[section 3(2)]
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 14 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 (in the case of an English title) the words "Trustees" and
"Incorporated" or (in the case of a Chinese title) the words "受託人" and "法團" shall form part. (Amended 80 of
1997 s. 127)
5. The address of the principal office of the corporation.
Cap 306 - REGISTERED TRUSTEES INCORPORATION ORDINANCE 5
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.
Schedule: 2 TABLE OF FEES PAYABLE TO THE REGISTRAR OF
COMPANIES
L.N. 470 of 1997 01/12/1997
[section 15(1)]
Item Matter in respect of which a fee is payable Fees
$
1. For an application under section 3 for a certificate ............................ 40.00
2. For the granting of a certificate under section 4(1) ............................ 340.00
3. For any alteration or amendment to a certificate by the Chief Executive under section
4(1) (Amended L.N. 362 of 1997) .............
170.00
4. For a change of name or seal under section 6(2) ............................... 170.00
5. For registration under section 9(4) of any notification of the appointment, death,
resignation or removal of a trustee-for each
trustee ...........................................................................................
11.00
6. For inspecting the register under section 10(2), for each inspection ......
13.00
7. For inspecting any document relating to a corporation under section 10(3), for each
inspection ................................................................
13.00
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 ..............................................................................................
Provided that where any sheet or page exceeds in size 210 X 297 mm, such
additional fee not exceeding $5 as the Registrar may direct, shall be payable.
5.00
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 ofthe first or top
copy ......................................................................
For each additional copy or extract after the first or top copy, per folio of 100 words
or part thereof ............................................................
5.00
5.00
10. For certifying under section 10(3), a copy of or extract from any
document .......................................................................................
90.00
(Replaced L.N. 72 of 1977. Amended L.N. 397 of 1984; L.N. 146 of 1985; L.N. 272 of 1993; L.N. 414 of
1994; L.N. 87 of 1996; L.N. 470 of 1997)
