Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 5B

Power limited by memorandum, etc.

(1) A company-

   (a)  whose objects are stated in its memorandum shall not carry on any
        business or do anything that it is not authorized by its memorandum to
        carry on or do; and

   (b)  shall not exercise any power which is expressly excluded or modified
        by its memorandum or articles, contrary to such exclusion or
        modification.

(2) A member of a company may bring proceedings to restrain the doing of an
act in contravention of subsection (1); but no such proceedings shall lie in
respect of an act to be done in fulfilment of any legal obligation arising
under a previous act of the company.

(3) An act of a company (including a transfer of property to or by the
company) is not invalid by reason only that it contravenes subsection

(1). (Added 3 of 1997 s. 6)