Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 47F

Directors' statement under section 47E

(Past version on 30/06/1997).

(1) The statement referred to in section 47E(6) shall be in the
specified form, shall be signed by the directors and shall state- (Amended 28
of 2003 s. 16)

   (a)  the form which such assistance is to take;

   (b)  the names and addresses of the persons to whom such assistance is to
        be given; (Amended 28 of 2003 s. 16)

   (c)  the purpose for which the company intends those persons to use such
        assistance;

   (d)  that the directors making the statement have formed the opinion, as
        regards the company's initial situation immediately following the date
        on which the assistance is proposed to be given, that there will be no
        ground on which it could then be found to be unable to pay its debts;
        and either- (Amended 28 of 2003 s. 16)

        (i)    if it is intended to commence the winding up of the company
               within 12 months of that date, that the company will be able to
               pay its debts in full within 12 months of the commencement of
               the winding up; or

        (ii)   in any other case, that the company will be able to pay its
               debts as they fall due during the year immediately following
               that date.

(2) In forming their opinion for purposes of subsection (1)(d), the directors
shall take into account the same liabilities (including contingent and
prospective liabilities) as would be relevant under section  177 to the
question whether the company is unable to pay its debts.

(3) A statement made by a majority of a company's directors under
section 47E(6) shall be delivered to the Registrar within 15 days after it is
made. (Replaced 28 of 2003 s. 16)

(4) If a company fails to comply with subsection (3), the company and every
officer who is in default is liable to a fine and, for continued default, to a
daily default fine.

(5) A director of a company who makes a statement under section  47E (6)
without having reasonable grounds for the opinion expressed in it is liable to
imprisonment or a fine. (Amended 28 of 2003 s. 16) (Added 77 of 1991 s. 3)
[cf. 1985 c. 6 s. 156 U.K.]