Section: 143 Heading: Investigation of the affairs of a company in other cases Version Date: 30/06/1997
(1) Without prejudice to his powers under section 142, the Financial Secretary-
(a) shall appoint one or more competent inspectors to investigate the affairs of a company and to report thereon in such manner as the Financial Secretary may direct, if the court by order declares that its affairs ought to be investigated by an inspector appointed by the Financial Secretary; and
(b) may do so if the company by special resolution declares that its affairs ought to be investigated by an inspector appointed by the Financial Secretary and the company gives security in such amount as the Financial Secretary may require; and (Amended 6 of 1984 s. 98)
(c) may also do so if it appears to the Financial Secretary that there are circumstances suggesting-
(i) that the business of the company has been or is being conducted with intent to defraud its creditors or the creditors of any other person or otherwise for a fraudulent or unlawful purpose or in a manner oppressive of any part of its members or that it was formed for any fraudulent or unlawful purpose; or (Amended 78 of 1972 s. 16)
(ii) that persons concerned with its formation or the management of its affairs have in connexion therewith been guilty of fraud, misfeasance or other misconduct towards it or towards its members; or
(iii) that its members have not been given all the information with respect to its affairs that they might reasonably expect. (Added 4 of 1963 s. 8. Amended 6 of 1984 s. 98)
(2) The power of the Financial Secretary under subsection (1)(c) shall be exercisable with respect to a body corporate notwithstanding that it is in course of being voluntarily wound up. (Added 6 of 1984 s. 98)
Section: 144 Heading: Power of an inspector to investigate affairs of related company Version Date: 30/06/1997
If an inspector appointed under section 142 or 143 to investigate the affairs of a company thinks it necessary for the purposes of his investigation to investigate also the affairs of any other body corporate that is or has at any relevant time been-
(a) a subsidiary or a holding company of the company,
(b) a subsidiary of its holding company,
(c) a holding company of its subsidiary, or
(d) substantially under the control of the same person as the first-mentioned company,
he shall have power so to do, and shall report on the affairs of the other body corporate so far as he thinks the results of his investigation thereof are relevant to the investigation of the affairs of the first-mentioned company.
(Added 4 of 1963 s. 8)
Section: 145 Heading: Production of documents, and evidence, on investigation Version Date: 30/06/1997
(1) It shall be the duty of all officers and agents of the company and of all officers and agents of any other body corporate whose affairs are investigated by virtue of section 144 to produce to the inspector all books and documents of or relating to the company or, as the case may be, the other body corporate that are in their custody or power, to attend before the inspector when required so to do and otherwise to give to the inspector all assistance in connexion with the investigation that they are reasonably able to give. (Amended 6 of 1984 s. 99)
(1A) If an inspector considers that a person other than an officer or agent of the company or other body corporate is or may be in possession of any information concerning its affairs, he may require that person to produce to him any books or documents in his custody or power relating to the company or other body corporate, to attend before him and otherwise to give him all assistance in connexion with the investigation which he is reasonably able to give; and it shall be the duty of that person to comply with the requirement. (Added 10 of 1987 s. 5)
(2) An inspector may examine on oath the officers and agents of the company or other body corporate, and any such person as is mentioned in subsection (1A), in relation to the affairs of the company or other body, and may administer an oath accordingly. (Replaced 10 of 1987 s. 5)
(3) If any officer or agent of the company or other body corporate, or any such person as is mentioned in subsection (1A), refuses to produce to the inspector any book or document which it is his duty under this section so to produce, refuses to attend before the inspector when required so to do, or refuses to answer any question that is put to him by the inspector with respect to the affairs of the company or other body corporate, as the case may be, the inspector may certify the fact under his hand to the court, and the court may thereupon inquire into the case, and, after hearing any witnesses who may be produced against or on behalf of the alleged offender and after hearing any statement that may be offered in defence, punish the offender in like manner as if he had been guilty of contempt of the court. (Amended 6 of 1984 s. 99; 10 of 1987 s. 5)
(3A) A person is not excused from answering a question put to him under this section by an inspector on the ground that the answer might tend to incriminate him but, where such person claims, before answering the question, that the answer might tend to incriminate him, neither the question nor the answer shall be admissible in evidence against him in criminal proceedings other than proceedings in relation to a charge of perjury or proceedings for an offence under section 36 of the Crimes Ordinance (Cap 200) in respect of the answer. (Added 6 of 1984 s. 99. Amended 72 of 1994 s. 2)
(3AA) If a claim of tendency to incriminate is not made in advance under subsection (3A), an answer given by a person to a question put to him in exercise of powers conferred by this section may be used in evidence against him. (Added 72 of 1994 s. 2)
(3B) A person who complies with any requirement under this section of an inspector investigating the affairs of a company or other body corporate shall not incur any liability to any person by reason only of that compliance, and a certificate by the inspector under his hand stating that he is investigating the affairs of the company or other body corporate and that the person to whom the requirement is made is an officer or agent, as the case may be, of the company or other body corporate, or person whom he considers may be in possession of any information concerning its affairs, shall be conclusive evidence of those facts. (Added 6 of 1984 s. 99. Amended 10 of 1987 s. 5)
(4)-(4A) (Repealed 10 of 1987 s. 5)
(5) In this section, any reference to officers or to agents shall include past, as well as present, officers or agents, as the case may be, and for the purposes of this section the expression "agents", in relation to a company or other body corporate, shall include the bankers and solicitors of the company or other body corporate and any person employed by the company or other body corporate as auditor, whether any such person is or is not an officer of the company or other body corporate.
(Replaced 4 of 1963 s. 8)
Section: 145A Heading: Delegation of powers by inspector Version Date: 30/06/1997
(1) An inspector appointed under section 142 or 143 to investigate the affairs of a company may, by instrument in writing, delegate to any person the powers conferred by section 145 and where he does so, references to an inspector in section 145 shall be deemed to include the person so delegated. (Amended 72 of 1994 s. 3)
(2) Where 2 or more inspectors are appointed as aforesaid in respect of the same investigation, the power conferred by this section may be exercised by any of them.
(Added 6 of 1984 s. 100)
Section: 145B Heading: Power of inspector to call for director's accounts Version Date: 13/02/2004
If an inspector has reasonable grounds for believing that a director or past director of the company or other body corporate whose affairs he is investigating maintains or has maintained an account of any description with a bank, deposit-taking company or similar financial institution (whether alone or jointly with any other person and whether in Hong Kong or elsewhere), into or out of which there has been paid-
(a) any emolument, pension or compensation, or any part thereof, in respect of his office as such director particulars of which have not been shown in the accounts, or in any statement annexed thereto, of the company or other body corporate, contrary to section 161;
(b) any money which has resulted from or been used in the financing of any transaction particulars of which are not contained in the accounts of any company for any financial year, contrary to section 161B; (Amended 28 of 2003 s. 54)
(c) any money which has been in any way connected with an act or omission, or series of acts or omissions, which on the part of that director constituted misconduct (whether fraudulent or not) towards the company or body corporate or its members,
the inspector may require the director to produce to him all documents in the director's possession, or under his control, relating to that account.
(Added 10 of 1987 s. 6)
Section: 146 Heading: Inspector's report Version Date: 30/06/1997
(1) The inspector may, and, if so directed by the Financial Secretary, shall, make interim reports to the Financial Secretary, and on the conclusion of the investigation shall make a final report to the Financial Secretary.
(2) Any such report shall be written or printed, as the Financial Secretary directs.
(3) The Financial Secretary-
(a) shall-
(i) forward a copy of any report made by the inspector to the company at its registered office;
(ii) if he thinks fit, furnish a copy thereof, on request and on payment of the fee appointed under section 305 for a certified copy of a document where the copy has been prepared in the office of the Registrar, to any person who is a member of the company or of any other body corporate dealt with in the report by virtue of section 144 or whose interests as a creditor of the company or of any such other body corporate appear to the Financial Secretary to be affected; (Amended 6 of 1984 s. 101)
(iii) where the inspector is appointed under section 142, furnish, at the request of the applicants for the investigation, a copy to them; and (Amended 6 of 1984 s. 101)
(iv) where the inspector is appointed under section 143 in pursuance of an order of the court, file a copy in the court; (Added 6 of 1984 s. 101)
(b) may cause the report or any part thereof to be printed and published; (Replaced 6 of 1984 s. 101)
(c) may, or if such report or any part thereof is printed and published shall, cause a copy to be delivered to the Registrar. (Replaced 6 of 1984 s. 101)
(4) The inspector may at any time in the course of his investigation, without the necessity of making an interim report, inform the Financial Secretary of matters coming to his knowledge as a result of the investigation tending to show that an offence has been committed or that civil proceedings ought in the public interest to be brought by any body corporate. (Added 6 of 1984 s. 101. Amended 10 of 1987 s. 7)
Section: 146A Heading: Extension of Financial Secretary's powers of investigation to certain bodies incorporated outside Hong Kong Version Date: 30/06/1997
Expanded Cross Reference:
143, 144, 145, 145A, 145B, 146, 146A, 147, 148, 149
Sections 143 to 149 and section 150 shall apply to all bodies corporate incorporated outside Hong Kong which have a place of business in Hong Kong or have at any time had a place of business therein as if they were companies registered under this Ordinance, but subject to such (if any) adaptations and modifications as may be specified by regulations made by the Financial Secretary. <* Note - Exp. X-Ref.: Sections 143, 144, 145, 145A, 145B, 146, 146A, 147, 148, 149 *>
(Added 6 of 1984 s. 102)
Section: 147 Heading: Proceedings on inspector's report Version Date: 15/07/2005
(1) In relation to any prosecution arising from any report made or information supplied under section 146 or from any information or document obtained under section 152A or 152B, it shall be the duty of all officers and agents of the company or other body corporate whose affairs have been investigated by virtue of section 144, other than the defendant in the proceedings, to give to the Secretary for Justice all assistance in connexion with the prosecution that they are reasonably able to give, and section 145(5) shall apply for the purposes of this subsection as it applies for the purposes of that section. (Amended 10 of 1987 s. 8; L.N. 362 of 1997)
(2) If, in the case of any body corporate liable to be wound up under this Ordinance, it appears to the Financial Secretary from any report made under section 146 or from any information or document obtained under section 152A or 152B-
(a) that it is expedient in the public interest that the body should be wound up, he may present a petition for it to be wound up if the court thinks it just and equitable for it to be so wound up;
(b) where the body is a specified corporation, that the business of such specified corporation is being or has been conducted in a manner unfairly prejudicial to the interests of the members generally or of any part of its members, he may (in addition to, or instead of, presenting a petition under paragraph (a)) present a petition for an order under section 168A. (Amended 72 of 1994 s. 4; 30 of 2004 s. 2)
(3) If from any report made or information supplied under section 146 or from any information or document obtained under section 152A or 152B it appears to the Financial Secretary that any civil proceedings ought in the public interest to be brought by any body corporate, he may himself bring such proceedings in the name of and on behalf of the body corporate. (Added 10 of 1987 s. 8)
(4) The Government shall indemnify the body corporate against any costs or expenses incurred by it in or in connexion with any proceedings brought by virtue of subsection (3).
(Replaced 51 of 1978 s. 4. Amended 6 of 1984 s. 103)
Section: 148 Heading: Expenses of investigation of the affairs of a company Version Date: 30/06/1997
(1) The expenses of and incidental to an investigation by an inspector appointed by the Financial Secretary under section 142 or 143 shall be defrayed in the first instance out of the general revenue of Hong Kong, but the following persons shall, to the extent mentioned, be liable to repay such expenses to the Government- (Amended 6 of 1984 s. 259)
(a) any person who is convicted by a court or magistrate on a prosecution instituted as a result of the investigation, or who is ordered by a court or magistrate to pay damages or restore any property in proceedings brought by virtue of section 147(3) or to pay the whole or any part of the costs of any such proceedings, to such extent as may be ordered by such court or magistrate; (Replaced 6 of 1984 s. 104)
(b) any body corporate in whose name proceedings are brought as aforesaid, to the amount or value of any sums or property recovered by it as a result of those proceedings;
(c) any body corporate dealt with by the report, where the inspector was appointed otherwise than of the Financial Secretary's own motion, shall be liable, except so far as the Financial Secretary otherwise directs; and (Replaced 6 of 1984 s. 104)
(d) the applicants for the investigation, where the inspector was appointed under section 142, shall be liable to such extent (if any) as the Financial Secretary may direct; (Added 6 of 1984 s. 104)
and any amount for which a body corporate is liable by virtue of paragraph (b) shall be a first charge on the sums or property mentioned in that paragraph.
(2) The report of an inspector appointed otherwise than of the motion of the Financial Secretary may, if he thinks fit, and shall, if the Financial Secretary so directs, include a recommendation as to the directions, if any, that he thinks appropriate, in the light of his investigation, to be given under subsection (1)(c) and (d). (Amended 6 of 1984 s. 104)
(3) For the purposes of this section, any costs or expenses incurred by the Financial Secretary in or in connexion with proceeding brought by virtue of section 147(3), including expenses incurred by virtue of subsection (4) thereof, shall be treated as expenses of the investigation giving rise to the proceedings. (Amended 51 of 1978 s. 5)
(4) Any liability to repay the Government imposed by paragraphs (a) and (b) of subsection (1) shall, subject to the satisfaction of the right of Government to repayment, be a liability also to indemnify all persons against liability under paragraphs (c) and (d) thereof, and any such liability imposed by the said paragraph (a) shall, subject as aforesaid, be a liability also to indemnify all persons against liability under the said paragraph (b); and any person liable under any of the said paragraphs shall be entitled to contribution from any other person liable under the same paragraph, according to the amount of their respective liabilities thereunder. (Amended 6 of 1984 s. 104)
(Replaced 4 of 1963 s. 8)
Section: 149 Heading: Inspector's report to be evidence Version Date: 30/06/1997
A copy of any report of an inspector appointed under section 142 or 143, signed by the inspector and counter-signed by the Financial Secretary, shall be admissible in any legal proceedings as evidence of the opinion of the inspector in relation to any matter contained in the report and, in proceedings on an application under section 168J, as evidence of any fact stated therein.
(Added 4 of 1963 s. 8. Amended 30 of 1994 s. 2)
Section: 149A Heading: (Repealed 72 of 1994 s. 5) Version Date: 30/06/1997
Section: 150 Heading: Saving for solicitors and bankers Version Date: 30/06/1997
Expanded Cross Reference:
142, 143, 144, 145, 145A, 145B, 146, 146A, 147, 148, 149
Nothing in sections 142 to 149 shall require disclosure to the Financial Secretary or to an inspector appointed by him- <* Note - Exp. X-Ref.: Sections 142, 143, 144, 145, 145A, 145B, 146, 146A, 147, 148, 149 *>
(a) by a solicitor of any privileged communication made to him in that capacity, except as respects the name and address of his client; or
(b) by a body corporate's bankers as such of any information as to the affairs of any of their customers other than the body corporate. (Amended 6 of 1984 s. 105)
(Added 4 of 1963 s. 8)
