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To establish the Hong Kong Institute of Certified Public Accountants and to provide for the registration and control of the accountancy profession, and for matters ancillary to or connected with the purposes aforesaid. (Amended 23 of 2004 s. 2) [1 January 1973] L.N. 267 of 1972 (Originally 68 of 1972) Cap 50 s 1 Short title PART I PRELIMINARY This Ordinance may be cited as the Professional Accountants Ordinance. Cap 50 s 2 Interpretation In this Ordinance, unless the context otherwise requires- **"appointed day" (指定日期) means the day appointed by the Secretary for Financial Services and the Treasury under section 1(3) of the Professional Accountants (Amendment) Ordinance 2004 (23 of 2004); (Added 23 of 2004 s. 3) "appointed member" (委任理事) means a member of the Council appointed by the Chief Executive under section 10(2)(e); (Added 23 of 2004 s. 3) "certified public accountant" (会计师) means a person registered as a certified public accountant by virtue of section 22; (Replaced 23 of 2004 s. 3) "certified public accountant (practising)" (执业会计师) means a certified public accountant holding a practising certificate; (Added 23 of 2004 s. 3) "co-opted member" (增选理事) means a member of the Council co-opted under section 10(4); (Added 96 of 1994 s. 2) "corporate practice" (执业法团) means a company which is for the time being registered under section 28E; (Added 85 of 1995 s. 2) "Council" (理事会) means the Council of the Institute established under section 10; (Amended 23 of 2004 s. 54) "Disciplinary Committee" (纪律委员会) means a Disciplinary Committee constituted under section 33(3); (Replaced 96 of 1994 s. 2) "Disciplinary Committee Convenor" (纪律委员会召集人) means the Disciplinary Committee Convenor appointed under section 33(1)(a); (Added 23 of 2004 s. 3) "Disciplinary Panels" (纪律小组) means the Disciplinary Panel A and Disciplinary Panel B constituted under section 33(1) and "Disciplinary Panel A" and "Disciplinary Panel B" shall be construed accordingly; (Added 23 of 2004 s. 3) "elected member" (当选理事) means a member of the Council elected under section 10(2)(c); "firm name" (事务所名称) means, in relation to a certified public accountant (practising) practising on his own account, the name or style under which he practises if that name or style is otherwise than his own name without any addition as registered under section 22(2), and in relation to a certified public accountant (practising) practising in partnership, the name or style under which the partnership practises; (Added 96 of 1994 s. 2. Amended 23 of 2004 s. 3) "Institute" (公会) means the Hong Kong Institute of Certified Public Accountants (香港会计师公会) incorporated by section 3; (Added 23 of 2004 s. 3) "Investigation Committee" (调查委员会) means the committee appointed under section 42C; (Added 96 of 1994 s. 2) "Investigation Committee Convenor" (调查委员会召集人) means the Investigation Committee Convenor appointed under section 42B(1)(a); (Added 23 of 2004 s. 3) "Investigation Panels" (调查小组) means the Investigation Panel A and Investigation Panel B constituted under section 42B(1) and "Investigation Panel A" and "Investigation Panel B" shall be construed accordingly; (Added 23 of 2004 s. 3) "lay person" (业外人士) means a person who is not- (a) a certified public accountant; or (b) a member of an accountancy body which is a member of the International Federation of Accountants; (Added 23 of 2004 s. 3)"practice review" (执业审核), in relation to a practice unit, means an examination or a review described in section 32B(1)(b); "Practice Review Committee" (执业审核委员会) means the committee established under section 32A; (Added 14 of 1992 s. 2) "practice unit" (执业单位) means- (a) a firm of certified public accountants (practising) practising accountancy pursuant to this Ordinance; (Replaced 23 of 2004 s. 3) (b) a certified public accountant (practising) practising accountancy on his own account pursuant to this Ordinance; or (Added 14 of 1992 s. 2. Amended 85 of 1995 s. 2; 23 of 2004 s. 3) (c) a corporate practice; (Added 85 of 1995 s. 2)"practising certificate" (执业证书) means a current practising certificate issued under section 30; "President" (会长) means the President of the Institute elected under section 4 and any person acting as President; (Amended 23 of 2004 s. 54) "professional accountant" (专业会计师) means a person registered as a professional accountant before the relevant day; (Replaced 23 of 2004 s. 3) "professional indemnity insurance" (专业弥偿保险) includes insurance indemnifying a certified public accountant, a firm of certified public accountants (practising) or a corporate practice against liability to compensate a third party who has sustained financial loss or any other damage or injury due to a breach of professional duty by or to professional negligence of such accountant, firm or practice (including such negligence by any director of the practice) or fraud or dishonesty; (Added 85 of 1995 s. 2. Amended 23 of 2004 s. 3) "professional standards" (专业标准) means any- (a) statement of professional ethics; or (b) standards of accounting, auditing and assurance practices, (Amended 23 of 2004 s. 3)issue or specified or deemed to be issued or specified under section 18A; (Added 14 of 1992 s. 2)"public accountant" (注册核数师) means a person registered as a professional accountant by virtue of the repealed section 24(2) before the relevant day; (Replaced 23 of 2004 s. 3) "register" (注册纪录册) means the register of certified public accountants kept under section 22; (Amended 23 of 2004 s. 54) "registered address" (注册地址) means any address of a certified public accountant which is entered in the register under section 22(2); (Amended 23 of 2004 s. 54) "registered office" (注册办事处) means the registered office referred to in section 31; "Registrar" (注册主任) means the Registrar appointed under section 21; "relevant day" (有关日期) means the day on which the Professional Accountants (Amendment) Ordinance 2004 (23 of 2004) comes into operation* under section 1(2) of that Ordinance; (Added 23 of 2004 s. 3) "repealed section 24(2)" (已废除的第24(2)条) means section 24(2) of this Ordinance repealed by the Professional Accountants (Amendment) Ordinance 2004 (23 of 2004); (Added 23 of 2004 s. 3) "reviewer" (审核人员) means any person appointed or engaged by the Council under section 32B(1)(d); (Added 14 of 1992 s. 2) "Vice-President" (副会长) means the Vice-President of the Institute elected under section 4 and any person acting as Vice-President. (Amended 23 of 2004 s. 54) (Amended 8 of 1993 s. 8; 96 of 1994 s. 2; 23 of 2004 s. 3)_________________________________________________________________________________ Note: ** appointed day : 26 November 2004. * In operation date : 8 September 2004 Cap 50 s 3 Incorporation of Institute PART II THE HONG KONG INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS (Amended 23 of 2004 s. 4) The persons registered as certified public accountants under section 22 shall- (Amended 23 of 2004 s. 54) (a) be a body corporate with perpetual succession; (b) be known as the Hong Kong Society of Accountants (香港会计师公会) before the relevant day, and the Hong Kong Institute of Certified Public Accountants (香港会计师公会) with effect from the relevant day; and (Amended 23 of 2004 s. 5) (c) in that name be capable of suing and being sued and, subject to this Ordinance, of doing and suffering all such other acts as a body corporate may lawfully do and suffer. Cap 50 s 4 Appointment of President and Vice-President (1) There shall be a President and 2 Vice-Presidents of the Institute, who shall be elected by the Council from the elected members. (Amended 23 of 2004 s. 54) (2) The President and the Vice-Presidents shall, unless they- (a) resign their offices by notice in writing delivered to the Registrar; or (b) are deemed by virtue of section 15(1) to have vacated their offices as members of the Council, (Amended 23 of 2004 s. 6)hold office from the date of their election until the conclusion of the annual general meeting next occurring. (Replaced 22 of 1977 s. 2) (3) If a casual vacancy occurs in the office of President, the Council shall elect one of the Vice-Presidents to act as President. (4) If a casual vacancy occurs in any of the offices of Vice-President, the Council may elect an elected member to fill the vacancy. (5) For the purposes of this section and section 11, a casual vacancy shall be deemed to occur when a person is temporarily absent from Hong Kong or is temporarily unable to attend to the business of the Council. (6) Notwithstanding subsection (1), if only one elected member is proposed for election to fill a vacancy in the office of President, such elected member shall, without taking a vote upon the proposal, be deemed to have been elected at the conclusion of the meeting of the Council at which the vacancy is to be filled. (7) Notwithstanding subsection (1), if not more than 2 elected members are proposed to fill the vacancies in the offices of Vice-Presidents, such elected member or members shall, without taking a vote upon the proposal, be deemed to have been elected at the conclusion of the meeting of the Council at which the vacancies are to be filled. (Added 96 of 1994 s. 3) (Amended 96 of 1994 s. 3) Cap 50 s 5 Office of Institute Office of Institute (Amended 23 of 2004 s. 54) The Institute shall maintain an office the address of which shall be notified to the Registrar of Companies. (Amended 8 of 1993 s. 4; 23 of 2004 s. 54) Cap 50 s 6 Official seal and authentication thereof, and instruments executed thereunder (1) The Institute shall have and may use a common seal, the affixing of which shall be authenticated by the signature of the Registrar. (2) Any instrument purporting to be executed under the seal of the Institute shall be received in evidence and shall, unless the contrary is proved, be deemed to be an instrument so executed. (Amended 23 of 2004 s. 54) Cap 50 s 7 Objects of the Institute The objects of the Institute shall be- (Amended 23 of 2004 s. 54) (a) to maintain a register of certified public accountants, firms of certified public accountants (practising) and corporate practices; (Amended 85 of 1995 s. 3; 23 of 2004 ss. 7 & 54) (b) to regulate the practice of the accountancy profession; (c) to conduct examinations and act in such other manner as may be necessary to ascertain whether persons are qualified to be admitted to the register; (d) to encourage the study of accountancy by accountants and students, and to give certificates, bursaries, scholarships and rewards on such terms and conditions as may be specified from time to time; (e) to maintain a library and reading rooms for the use of accountants and students; (f) to establish and assist in establishing and supporting associations, funds, trusts and schemes intended to benefit accountants or their dependents, and to grant pensions and allowances to any accountant or his dependents; (g) to represent the views of the profession and to preserve and maintain its reputation, integrity and status; (Amended 23 of 2004 s. 7) (h) to discourage dishonourable conduct and practices by certified public accountants, and for this purpose to hold inquiries into the conduct of certified public accountants, firms and corporate practices referred to in paragraph (a); (Amended 85 of 1995 s. 3; 23 of 2004 ss. 7 & 54) (i) to provide for the settlement of disputes within the accountancy profession; (Amended 85 of 1995 s. 3) (j) to take such action as the Institute considers necessary in any matter affecting the professional interests of the accountancy profession; (Amended 85 of 1995 s. 3; 23 of 2004 s. 54) (k) to do all such other things as are incidental or conducive to the attainment of the above objects. Cap 50 s 8 Power of Institute to make by-laws (1) The Institute may, subject to the approval of the Chief Executive in Council, make by-laws- (Amended 31 of 1999 s. 3; 23 of 2004 s. 54) (a) regulating the practice of accountancy by professional accountants in Hong Kong; (b) (Repealed 22 of 1977 s. 3) (c) regulating meetings of the Institute and the Council; (Amended 23 of 2004 s. 54) (d) governing the registration, training and education of students; (Amended 22 of 1977 s. 3) (e) governing the discipline of students; (f) empowering the Council to make rules prescribing examinations of the Institute, the fees payable therefor and all matters incidental to the holding thereof including exemptions or concessions which may be granted in respect of the examinations; (Amended 22 of 1977 s. 3; 23 of 2004 s. 54) (g) regulating the conditions on which examiners shall be engaged; (h) regulating the appointment of an auditor; (i) providing for the use and custody of the common seal of the Institute; (Amended 23 of 2004 s. 54) (j) providing for the custody, investment and expenditure of the funds and the management of property of the Institute; (Amended 23 of 2004 s. 54) (k) (Repealed 14 of 1985 s. 2) (l) specifying the designations for certified public accountants and the initials by which certified public accountants may be known; (Amended 23 of 2004 s. 54) (la) providing for the admission of persons as affiliates of the Institute and specifying the designations for such affiliates and the initials by which such affiliates may be known; (Added 23 of 2004 s. 8) (m) (Repealed 22 of 1977 s. 3) (n) regulating the nomination and election of elected members of the Council; (o) conferring on members of the Council and employees and auditors of the Institute a right of indemnity against the Institute for actions brought against them for things done by them in the execution of the Ordinance; (Amended 23 of 2004 s. 54) (oa) providing for and regulating the provision and retention of information, the giving of any notice and communication, the election of any person, the voting on any matter, the signature of any person, under or pursuant to this Ordinance, by electronic means; (Added 23 of 2004 s. 8) (p) prescribing anything which is to be or may be prescribed by the Ordinance; (q) generally for the better carrying into effect of the purposes of this Ordinance and for the furtherance of the objects of the Institute. (Amended 23 of 2004 s. 54)(2) A copy of any by-laws made by the Institute shall, as soon as practicable after the making thereof, be duly certified by the President and transmitted by him for the approval of the Chief Executive in Council. (Amended L.N. 137 of 1981; 31 of 1999 s. 3; 23 of 2004 s. 54) (3) A by-law under subsection (1) may be made only by a majority of two-thirds of the certified public accountants present in person or by proxy and voting at a general meeting of the Institute convened for the purpose of making the by-laws. Notice of such meeting and of the by-laws to be proposed thereat shall be sent to every certified public accountant not less than 21 days before the date fixed for the meeting, but the non-receipt of such a notice by any certified public accountant shall not invalidate the proceedings thereat. (Amended 22 of 1977 s. 3; 23 of 2004 ss. 8 & 54) (4) (Repealed 32 of 2000 s. 48) Cap 50 s 9 General meetings (1) The first annual general meeting of the Institute shall be held within 9 months after the commencement of this Ordinance. (2) An annual general meeting of the Institute shall be held not less than once in every calendar year, and not more than 15 months after the holding of the last preceding annual general meeting. (3) General meetings of the Institute, other than the annual general meeting, shall be held as required by the by-laws. (4) Any certified public accountant may, at any meeting of the Institute, move any resolution which is not inconsistent with the purposes and provisions of this Ordinance but may not move a resolution in respect of any act done in pursuance of the powers conferred by section 18B, 26, 27, 28A, 30, 32B, 32C, 32D, 32E, 32F, 34, 35, 36, 39, 42C, 42D, 42E or 42F. (Amended 23 of 2004 s. 9) (Amended 23 of 2004 s. 54) Cap 50 s 10 Establishment and composition of the Council PART III THE COUNCIL OF THE INSTITUTE (Amended 23 of 2004 s. 54) (1) There is hereby established the Council of the Hong Kong Institute of Certified Public Accountants. (2) The Council shall, subject to subsection (4), consist of the following members- (Amended 23 of 2004 s. 10) (a) the Financial Secretary, or a person appointed by him as his representative; (b) the Director of Accounting Services, or a person appointed by him as his representative; (Amended L.N. 16 of 1977) (c) 14 certified public accountants (not being persons entitled to be registered as a professional accountant by virtue of the repealed section 24(2) immediately before the relevant day) elected at an annual general meeting of the Institute, each of whom shall on the day of the meeting be ordinarily resident in Hong Kong and of whom at the time of election- (Amended 85 of 1995 s. 4; 23 of 2004 ss. 10 & 54) (i) not less than 6 shall be certified public accountants in full time practice as certified public accountants (practising); (Replaced 23 of 2004 s. 10) (ii) not less than 6 shall be certified public accountants otherwise than in full time practice as certified public accountants (practising); (Replaced 23 of 2004 s. 10)(d) the immediate past President of the Institute who shall, unless he is also an elected member, hold office as a member of the Council for a period from the time when he ceased to be President until the conclusion of the annual general meeting next occurring; and (Added 23 of 2004 s. 10) (e) 4 lay persons appointed by the Chief Executive. (Added 23 of 2004 s. 10)(2A) For the purpose of subsection (2)(c), a certified public accountant- (Amended 23 of 2004 s. 54) (a) shall be regarded as being in full time practice as a certified public accountant (practising) if he- (Amended 23 of 2004 s. 10) (i) holds a practising certificate; (ii) is free to devote substantially the whole of his time during normal office hours to provide his services as a certified public accountant (practising); and (iii) has not entered into and there is not subsisting a contract of employment between him and an employer (other than an employer who is a certified public accountant (practising) or a firm of certified public accountants (practising) or a corporate practice) under which he is bound to devote the whole or substantially the whole of his time during normal office hours to his employment; and(b) holding a practising certificate shall not be treated as not being in full time practice as a certified public accountant (practising) by reason only of the fact that he is in the employment of a certified public accountant (practising) or a firm of certified public accountants (practising) or a corporate practice,and normal office hours shall mean those hours at which banks are generally open for business in Hong Kong. (Added 96 of 1994 s. 4) (3) An appointed member shall not be appointed for a term exceeding 2 years but shall be eligible for reappointment for a further term or terms of not exceeding 2 years each. (Replaced 23 of 2004 s. 10) (4) In addition to the members specified in subsection (2), the Council may, at the first meeting of the Council held after an annual general meeting, or as soon thereafter as is practicable, co-opt not more than 2 certified public accountants, each of whom should then be ordinarily resident in Hong Kong, as members of the Council. (Added 96 of 1994 s. 4. Amended 85 of 1995 s. 4; 23 of 2004 s. 54) (5) In addition to applying for the purposes of section 29A, subsection (5)(b) of that section shall also apply for the purposes of this section. (Added 85 of 1995 s. 4) (Amended 23 of 2004 s. 10) Cap 50 s 11 Filling vacancies in Council (1) If a casual vacancy occurs under section 4(3) or (4), or a vacancy is deemed to arise under section 15(1), the Council may, in the case of a co-opted member, appoint a certified public accountant, and in the case of an elected member, appoint a certified public accountant of the class referred to in subparagraph (i) or (ii) of section 10(2)(c), as the vacancy may require, to fill the vacancy. (Amended 96 of 1994 s. 5; 23 of 2004 ss. 11 & 54) (2) A certified public accountant appointed under subsection (1) to fill- (Amended 23 of 2004 s. 54) (a) a casual vacancy under section 4(3) or (4) shall hold office for so long as the member in whose place he is appointed would have held office or until the member resumes his office on the Council, whichever is the earlier; or (b) a vacancy under section 15(1) shall hold office for so long as the member in whose place he is appointed would have held office. (Amended 23 of 2004 s. 11) Cap 50 s 12 Compulsory retirement of elected members (1) Subject to subsection (1A) and section 13(2), immediately before the conclusion of each annual general meeting of the Institute, the 7 elected members who have been longest in office since their last election shall retire from office. (Amended 96 of 1994 s. 6; 23 of 2004 ss. 12 & 54) (1A) Subject to section 13(2), immediately before the conclusion of the first 2 annual general meetings of the Institute after the appointed day- (a) in the case of the first such annual general meeting, 6 elected members who have been longest in office since their last election shall retire from office; and (b) in the case of the second such annual general meeting, 6 elected members who have been longest in office since their last election, and one elected member from among the remaining 8 elected members who shall be selected by lot, shall retire from office. (Added 23 of 2004 s. 12)(2) (Repealed 96 of 1994 s. 6) (3) Every elected member who retires from office in accordance with this section shall be eligible for re-election. (4) A co-opted member shall hold office until immediately before the conclusion of the next annual general meeting and he shall be eligible to be co-opted again or (except in the case of a person entitled to be registered as a professional accountant by virtue of the repealed section 24(2) immediately before the relevant day) elected as a member of the Council. (Added 96 of 1994 s. 6. Amended 23 of 2004 s. 12) (Replaced 14 of 1985 s. 4) Cap 50 s 13 Procedure for election of certified public accountants as elected members Procedure for election of certified public accountants as elected members (Amended 23 of 2004 s. 54) (1) If the number of certified public accountants nominated as candidates for election to the Council t an annual general meeting of the Institute- (Amended 23 of 2004 s. 54) (a) does not exceed the number of vacancies for elected members, the candidates shall be deemed to have been elected to the Council with effect from immediately before the conclusion of the annual general meeting at which the vacancies are to be filled; (b) exceeds the number of vacancies for elected members, the election shall be determined by ballot, and the candidates so elected shall hold office as elected members with effect from immediately before the conclusion of the annual general meeting; or (c) is less than the number of vacancies in respect of elected members, the Chief Executive may appoint a certified public accountant to fill any vacancy among the elected members of the Council remaining unfilled at the conclusion of the annual general meeting, (Amended 23 of 2004 s. 54)(2) A certified public accountant appointed by the Chief Executive under subsection (1)(c) shall hold office until the next annual general meeting. (Amended 23 of 2004 s. 54) (Amended 31 of 1999 s. 3) Cap 50 s 14 Chief Executive may appoint a certified public accountant to Council if Council fails to fill a vacancy Chief Executive may appoint a certified public accountant to Council if Council fails to fill a vacancy (Amended 23 of 2004 s. 54) If a vacancy is not filled by the Council within 30 days by appointment under section 11(1), the Chief Executive may appoint a certified public accountant of the class referred to in sub-paragraph (i) or (ii) of section 10(2)(c) to fill the vacancy, as the vacancy may require. (Amended 31 of 1999 s. 3; 23 of 2004 s. 54) Cap 50 s 15 Vacation of office by Council members (1) An elected or co-opted member shall be deemed to have vacated his office as a member of the Council if- (Amended 96 of 1994 s. 7; 23 of 2004 s. 13) (a) he resigns his office, by notice in writing delivered to the Registrar; (b) he is absent without permission of the President from 3 consecutive meetings of the Council of which he has had notice to attend, and the Council resolves that his office shall be vacant; (c) he becomes bankrupt or makes an arrangement or composition with his creditors; (d) he ceases to be ordinarily resident in Hong Kong; (e) his name is removed from the register under section 27(1)(a) or section 35(1)(a); or (Amended 80 of 1997 s. 102; 23 of 2004 s. 13) (f) in the case of an elected member he ceases to belong to the class of which he was a member under sub-paragraph (i) or (ii) of section 10(2)(c) and in the case of a co-opted member he ceases to be a certified public accountant: (Amended 96 of 1994 s. 7; 23 of 2004 s. 54) Provided that this paragraph shall not apply if the remaining number of elected members of that class is not less than 6. (Amended 14 of 1985 s. 5; 23 of 2004 s. 13)(2) Subsection (1)(a), (b), (c), (d) and (e) shall apply to the immediate past President of the Institute who becomes a member of the Council pursuant to section 10(2)(d) except that no vacancy is to arise upon his vacation of office in such circumstances. (Added 23 of 2004 s. 13) (3) An appointed member shall be deemed to have vacated his office as a member of the Council if- (a) he becomes bankrupt or makes an arrangement or composition with his creditors; or (b) he ceases to be ordinarily resident in Hong Kong. (Added 23 of 2004 s. 13) Cap 50 s 16 Accounts (1) The Council shall maintain proper accounts of all transactions of the Institute and shall prepare for every financial year a statement of the accounts of the Institute, containing an income and expenditure account and a balance sheet, both of which shall be signed by the President. (2) The Institute in general meeting shall appoint an auditor who shall be entitled at any time to have access to all books of account, vouchers and other financial records of the Institute and to require such information and explanations thereon as he thinks fit. (3) The auditor shall audit the statements drawn up under subsection (1) as soon as possible and shall make a report thereon to all the certified public accountants. (Amended 96 of 1994 s. 8) (4) A copy of the signed and audited statement of accounts, together with the auditor's report made under subsection (3), shall be submitted for approval at the annual general meeting of the Institute next following the end of the financial year to which they relate. (Replaced 23 of 2004 s. 14) (4A) A summary of financial statements shall be sent to each certified public accountant with the notice of the annual general meeting. (Added 23 of 2004 s. 14) (4B) A certified public accountant may inspect a copy of the signed and audited statement of accounts at all reasonable times at the office of the Institute and the Institute shall provide to a certified public accountant on application a copy of the signed and audited statement of accounts without charge. (Added 23 of 2004 s. 14) (5) The auditor shall be entitled to attend the annual general meeting of the Institute at which the statement of accounts which have been reported on by him are to be submitted for approval and to make any statement or explanation he desires with respect to the accounts. (6) The Council shall determine the period, which may be more or less than 12 months, in respect of which the accounts of the Institute shall be made up. (7) In this section, "financial year" (财政年度) means the period determined by the Council under subsection (6) as the period in respect of which the accounts of the Institute shall be made up; and "summary of financial statements" (财务报表撮要) means a summary, approved by the Council, of the audited statement of accounts of the Institute required to be laid before the annual general meeting of the Institute. (Amended 23 of 2004 s. 14) (Amended 23 of 2004 s. 54) Cap 50 s 17 General powers of Council (1) The management and control of the Institute and of its property shall be vested in the Council and all such powers, acts or things as may be exercised or done by the Institute which are not required by this Ordinance, or by a resolution passed by the Institute in general meeting, to be exercised or done by the Institute may be exercised or done by the Council. (Amended 23 of 2004 s. 54) (2) No such resolution of the Institute shall invalidate the exercise of any power or the doing of any act or thing by the Council before the date of the resolution. (Amended 23 of 2004 s. 54) (3) Subject to this Ordinance, the Council may regulate its own procedure and that of any committee appointed under section 18(1)(m) relating to- (a) the holding of meetings; (b) the notice to be given of such meetings; (c) the proceedings at such meetings; (d) the keeping of minutes at such meetings; and (e) the custody, production and inspection of such minutes. Cap 50 s 18 Particular powers of Council (1) Without derogating from the generality of the power conferred by section 17(1), the Council may- (a) do anything necessary for the better carrying out of the objects of the Institute; (Amended 23 of 2004 s. 54) (aa) fix registration and other fees; (Added 22 of 1977 s. 4) (b) appoint such employees and agents as it deems necessary; (c) appoint the bankers of the Institute; (Amended 23 of 2004 s. 54) (d) purchase, take on lease or in exchange, hire or otherwise acquire any movable or immovable property, and erect any buildings; (e) sell, lease, mortgage, dispose of or otherwise deal with any movable or immovable property of the Institute; (Amended 23 of 2004 s. 54) (f) invest moneys of the Institute; (Amended 23 of 2004 s. 54) (g) borrow moneys upon security or otherwise; (h) exchange information with similar bodies and with members of the profession in places outside Hong Kong and arrange with such bodies for the reciprocal recognition of accountants; (Amended 31 of 1999 s. 3) (i) establish and maintain branches of the Institute, whether in Hong Kong or elsewhere, and delegate the powers, duties and functions of the Institute to such branches; (Amended 23 of 1998 s. 2; 23 of 2004 s. 54) (j) institute, conduct, defend, compound or abandon any legal proceedings by or against the Institute or its office or otherwise concerning the affairs of the Institute and compound or allow time for payment or satisfaction of any debts due or of any claims or demands made by or against the Institute; (Amended 23 of 2004 s. 54) (k) refer any claim or demand by or against the Institute to arbitration and comply with any award made as a result of such arbitration; (Amended 23 of 2004 s. 54) (l) make and give receipts, releases and other discharges for moneys payable to and for claims and demands of the Institute; (Amended 23 of 2004 s. 54) (m) appoint committees to assist or advise the Council in the exercise of its powers and delegate to such committees such of its powers as it may from time to time determine; and (n) publish periodicals, booklets or other written material, and produce or sponsor the production of documentary films or other audio-visual material, and distribute the same by sale, loan, hire or otherwise, with or without charge, as the Council thinks fit.(2) A committee appointed under subsection (1)(m) may, subject to the by-laws of the Institute, include persons who are not certified public accountants. (Amended 23 of 2004 s. 54) Cap 50 s 18A Council's power to specify professional standards (1) The Council may, in relation to the practice of accountancy, issue or specify any- (a) statement of professional ethics; or (b) standards of accounting, auditing and assurance practices, (Amended 23 of 2004 s. 15)required to be observed, maintained or otherwise applied by any certified public accountant. (Amended 23 of 2004 s. 54) (2) Any- (a) statement of professional ethics; or (b) standards of accounting, auditing and assurance practices, (Amended 23 of 2004 s. 15)issued or specified by the Council and which were in force immediately before the coming into operation of this section shall be deemed to have been issued or specified under subsection (1). (Added 14 of 1992 s. 3) Cap 50 s 18B Council's power to give directions (1) The Council may, in connection with the discharge of any of its functions or duties or the exercise of any of its powers, give directions either generally to certified public accountants or to any one or more certified public accountants- (a) requiring the production or provision to the Institute by a certified public accountant of any document or information in connection with the registration of any certified public accountant or firm name, or the issue of a practising certificate; (b) requiring a certified public accountant to deliver up to the Institute any certificate of registration or practising certificate in the possession, custody or control of the certified public accountant if the registration to which the certificate relates has ceased or the practising certificate has been cancelled or ceased to be valid; (c) requiring a certified public accountant to give to the Institute an explanation of any act or omission of the certified public accountant which appears to the Council to be conduct unbecoming of a certified public accountant, or conduct which may affect the reputation, integrity and status of the Institute or of the accountancy profession or conduct which may fall within section 34(1)(a)(iii) to (xii).(2) A direction given under this section shall be a direction lawfully given by the Council for the purpose of section 34(1)(a)(ix). (3) The Council may prescribe penalties of an amount not exceeding $50000 to be imposed for failure by a certified public accountant to comply with a direction given to him but no penalty shall be imposed on a certified public accountant unless he admits to the failure and agrees to the penalty and any penalty so imposed may be recovered by the Institute from the certified public accountant as a civil debt. (4) Subsections (1), (2) and (3) apply mutatis mutandis in relation to a firm of certified public accountants (practising) and to a corporate practice as they apply to a certified public accountant. (Added 23 of 2004 s. 16) Cap 50 s 19 Council may accept grants, gifts, etc. (1) The Council may, on behalf of the Institute, accept property, by way of grant, gift, testamentary disposition or otherwise, on such conditions as it may determine. (2) A list shall be kept by the Registrar of all donations to the Institute and the name of the donor and any special conditions attached to the donation shall be entered in the list. (3) Property donated to the Institute for a specific purpose shall be applied for that purpose. (Amended 23 of 2004 s. 54) Cap 50 s 20 Reimbursement of expenses of Council members No fees shall be paid to any member of the Council for his services as a member, but a member may be repaid from the funds of the Institute any expenses incurred by him in relation to the affairs of the Institute. (Amended 23 of 2004 s. 54) Cap 50 s 21 Appointment of Registrar and notification to Registrar of Companies PART IV REGISTRATION OF CERTIFIED PUBLIC ACCOUNTANTS (Amended 23 of 2004 s. 54) (1) The Council shall appoint, on such terms and conditions as it thinks fit, a Registrar. (1A) If a vacancy occurs in the office of the Registrar, or if the Registrar is ill or temporarily absent from Hong Kong, the Council may appoint another person to act in the office of the Registrar until the vacancy therein is filled or, as the case may be, until the Registrar resumes his duties. (Added 96 of 1994 s. 9) (2) The Registrar shall be the secretary to the Institute and to the Council and shall, on the instruction of the President, convene any meeting of the Institute or of the Council. (Amended 23 of 2004 s. 54) (3) The Council shall register the appointment of the Registrar or any appointment under subsection (1A) with the Registrar of Companies (Amended 8 of 1993 s. 4; 96 of 1994 s. 9) Cap 50 s 22 Register of certified public accountants (1) The Registrar shall keep a register for the purposes of this Ordinance and shall be responsible for the custody thereof. (Replaced 85 of 1995 s. 5) (1A) The register shall be divided into 2 parts as follows- (a) Part I which shall contain the following- (i) all the entries and other particulars or matter which comprised the register immediately before the commencement of this subsection; and (ii) any particulars to be entered in the register pursuant to subsection (2) or section 28C; and(b) Part II which shall contain such particulars as are required to be entered in that Part by section 28D(8)(a) or 28E(1). (Added 85 of 1995 s. 5)(1B) Subject to subsection (1A), the register shall be in such form as may be specified by the Council. (Added 85 of 1995 s. 5) (1C) The register may be maintained- (a) in a documentary form; or (b) by recording the information required under subsection (1A) otherwise than in a documentary form, so long as the information is capable of being reproduced in a legible form. (Added 23 of 2004 s. 17)(2) Upon the making of an order for the registration of an applicant under section 26(1), the Registrar shall enter in the register the following particulars of the person to be registered- (a) his name; (b) his residential address and any business address or, if he holds a practising certificate, his residential address and his registered office under section 31; (Amended 85 of 1995 s. 5) (c) the qualification by virtue of which he is registered; and (d) such other particulars as the Council may direct.(3) For the purposes of enabling any member of the public to ascertain whether he is dealing with a certified public accountant, a certified public accountant (practising), a firm of certified public accountants (practising) or a corporate practice and to ascertain the particulars of registration of such person, the register or (where the register is maintained otherwise than in a documentary form) a reproduction of the information or the relevant part of it in a legible form shall at all reasonable times be made available for public inspection without charge. (Replaced 23 of 2004 s. 17) (4) Any person registered as a professional accountant immediately before the relevant day shall be deemed to be registered as a certified public accountant. (Added 23 of 2004 s. 17) Cap 50 s 23 Certificate of registration When a person has been registered under section 22, the Registrar shall issue to him a certificate of registration in such form as the Council may determine. Cap 50 s 24 Qualifications for registration as certified public accountant (1) A person shall be qualified to be registered under this Ordinance as a certified public accountant if he proves to the satisfaction of the Council that- (Amended 23 of 2004 s. 54) (a) he has attained the age of 21 years; (b) he is of good character and is a fit and proper person to be a certified public accountant; (Amended 22 of 1977 s. 5; 96 of 1994 s. 10; 23 of 2004 s. 54) (c) any one of the following applies to him- (i) as a student registered as such with the Institute, he has passed such examinations in accountancy and other subjects as may be prescribed by the Council; (ii) he is a member in good standing of an accountancy body with which there is in force an agreement of mutual or reciprocal recognition between the accountancy body and the Institute and he has complied with all conditions for the recognition as may be provided in the agreement; (iii) he is a member in good standing of an accountancy body for which members- (A) the Council has granted full exemption pursuant to subsection (1A) from all the requirements of subparagraph (i); or (B) the Council has granted partial exemption pursuant to subsection (1A) from some of the requirements of subparagraph (i) and he has complied with all other requirements of that subparagraph for which no exemption was granted;(iv) he was registered as a professional accountant at any time before the relevant day; and (Replaced 23 of 2004 s. 18)(d) he has complied with such requirements relating to practical experience as may be prescribed by the Council. (Added 96 of 1994 s. 10)(1A) The Council may grant exemptions in whole or in part from the requirements of subsection (1)(c)(i) including exemption from the requirement of registration as a student of the Institute to a person who is a member of an accountancy body accepted by the Council by resolution approved by two-thirds of its members as being of a standard similar to that of the Institute: (Amended 23 of 2004 ss. 18 &. 54) Provided that- (a) no exemption shall be granted to such a person in respect of any examinations prescribed under subsection (1)(c)(i) unless he has satisfied the Council that he has passed such examinations of that accountancy body as the Council considers to be of equivalent standard as the examinations for which exemption is granted; and (Replaced 23 of 2004 s. 18) (b) the acceptance of that accountancy body may be revoked by the Council by resolution approved by two-thirds of its members. (Added 96 of 1994 s. 10)(2) (Repealed 23 of 2004 s. 18) Cap 50 s 25 Application for registration (1) A person shall apply to the Council to be registered as a certified public accountant under this Ordinance, in such form as the Council may specify, and shall lodge with his application such registration fee as may be fixed by the Council. (Amended 23 of 2004 s. 54) (2) The applicant shall, if so directed by the Council, attend in person before the Council. Cap 50 s 26 Acceptance or refusal of registration (1) The Council may order that an application for registration be approved or rejected. (2) If the Council orders the rejection of an application under subsection (1)- (a) the order of rejection, which shall state the reason for rejection, shall be served forthwith by the Registrar upon the applicant either personally or by post addressed to the address shown in the application; and (Amended 23 of 2004 s. 19) (b) the registration fee lodged with the application for registration shall be refunded to the applicant. Cap 50 s 27 Removal from register of certain persons (1) The Council shall order a name to be removed from the register- (a) in case the name is that of a certified public accountant, if he- (Amended 23 of 2004 s. 54) (i) resigns; (ii) dies; (iii) has been registered by mistake or in consequence of any misleading, false or fraudulent statement, declaration or representation, either oral or in writing; (iv) has failed to renew his registration under section 28;(b) in case the name is that of a corporate practice, if- (i) the practice ceases to be qualified for such registration; (ii) the practice has been so registered by mistake or in consequence of any misleading, false or fraudulent statement, declaration or representation, either oral or in writing; (iii) the practice has failed to renew its registration under section 28E; (iv) a receiver has been appointed in respect of the practice or it is being wound up. (Replaced 85 of 1995 s. 6)(2) The name of a certified public accountant shall not be removed from the register under subsection (1)(a)(iv)- (Amended 85 of 1995 s. 6; 23 of 2004 s. 54) (a) unless notice is sent to him requiring him to renew his registration within 30 days from the date of the notice; or (Amended 23 of 2004 s. 20) (b) if and for so long as the Council may, pursuant to section 49(3), refuse to accept his resignation from the Institute. (Replaced 96 of 1994 s. 11. Amended 23 of 2004 s. 54)(3) The order of the Council to remove the name of any certified public accountant from the register under subsection (1)(a)(iii) shall be served forthwith by the Registrar upon the certified public accountant concerned either personally or by post addressed to his registered address. (Amended 85 of 1995 s. 6; 23 of 2004 ss. 20 & 54) (4) The Registrar shall not remove the name of a certified public accountant from the register- (Amended 23 of 2004 s. 54) (a) before the expiry of 30 days after the date of service of the order under subsection (3); or (b) in the case of an appeal under section 41, before a decision of the Court of Appeal affirming the order.(5) When the name of a certified public accountant is removed from the register, under subsection (1)(a)(iii), the Registrar shall, as soon as practicable thereafter, cause to be published in the Gazette a notice to that effect. (Amended 14 of 1985 s. 6; 85 of 1995 s. 6; 23 of 2004 s. 54) (6) If the name of a certified public accountant is removed from the register under this section or section 35- (Amended 23 of 2004 s. 54) (a) the certificate of registration and the practising certificate, if any, issued to the certified public accountant shall be deemed to be cancelled with effect from the date on which his name is so removed; and (Amended 23 of 2004 s. 54) (b) no refund of the registration fee or any part thereof shall be made. Cap 50 s 28 Expiry of registration and renewal (1) Registration of a person as a certified public accountant shall- (Amended 23 of 2004 s. 54) (a) remain in force until 1 January in the year following the year in which he was so registered; and (b) be renewable annually.(2) An application for renewal of registration as a certified public accountant- (Amended 23 of 2004 s. 54) (a) shall be made to the Registrar not later than 15 December in the year preceding the year of renewal (or such later day as the Council may approve either generally or in respect of any application) in such form as the Council may specify; (Amended 22 of 1977 s. 6; 23 of 2004 s. 21) (b) shall not be granted except on payment of the registration fee fixed by the Council; and (Amended 23 of 2004 s. 21) (c) shall not be granted unless the applicant has satisfied the Council that he has complied with the requirements for the time being prescribed by the Council for continuing professional development. (Added 23 of 2004 s. 21) Cap 50 s 28A Registration of firm name (1) A certified public accountant (practising) practising on his own account under a firm name shall apply to the Council for registration of the firm name under this Ordinance. (Amended 23 of 2004 s. 22) (2) A firm of certified public accountants (practising) shall apply to the Council for registration of a firm name under this Ordinance. (Amended 23 of 2004 s. 22) (3) No person shall practise- (a) on his own account as a certified public accountant (practising) under a firm name; or (Amended 23 of 2004 s. 22) (b) in partnership as a firm of certified public accountants (practising), (Amended 23 of 2004 s. 22)unless his firm name or, as the case may be, the firm in which he is a partner is registered under this Ordinance. (4) The Council may reject an application under subsection (1) or (2) if the firm name proposed to be registered- (a) is the same as a firm name already registered; (b) so nearly resembles a firm name already registered as to be likely to cause confusion; or (c) is, in the opinion of the Council, misleading, offensive or otherwise contrary to the public interest.(5) A firm of certified public accountants (practising) shall not be qualified to be registered under subsection (2) unless all partners of the firm are certified public accountants and at least such proportion as the Council may from time to time prescribe of its partners is or are certified public accountant (practising) or certified public accountants (practising). (Amended 23 of 2004 s. 22) (6) For the avoidance of doubt, it is hereby declared that a person other than the holder of a current practising certificate shall not be entitled to sign an audit report on behalf of a firm of certified public accountants (practising). (Added 23 of 2004 s. 22) (Replaced 96 of 1994 s. 12) Cap 50 s 28B Application for registration of a firm Application for registration of a firm of certified public accountants (practising) under this Ordinance shall be made to the Council in such form as the Council may specify and there shall be lodged with the application such registration fee as may be fixed by the Council. (Added 22 of 1977 s. 7. Amended 23 of 2004 s. 23) Cap 50 s 28C Provisions of sections 22, 23, 26, 27, 28, 39 and 41 to apply to firms and firm names The provisions of sections 22, 23, 26, 27(1)(a)(iii) and (iv), (2), (3), (4), (5) and (6), 28, 39 and 41 (1)(a) and (b)(i) shall apply mutatis mutandis in relation to the registration of a firm and a firm name as they apply in relation to the registration of a certified public accountant. (Added 22 of 1977 s. 7. Amended 96 of 1994 s. 13; 85 of 1995 s. 7; 23 of 2004 ss. 24 & 54) Cap 50 s 28D Qualification for registration of company as corporate practice (1) Subject to subsection (11)(b), a company limited by shares and formed and registered under the Companies Ordinance (Cap 32), and only such a company, shall be qualified for registration as a corporate practice and where such a company is so registered it shall be qualified to remain registered as a corporate practice if and only for so long as the requirements specified in subsection (2) are complied with in relation to it. (2) (a) The requirements referred to in subsection (1) are that the company concerned is and continues to be a qualified company and that the requirements of paragraph (b) or, where appropriate, paragraph (c) are complied with in relation to it. (b) Where a qualified company has for the time being 3 or more members- (i) each of its members shall be both a director of the company and a certified public accountant and at least such proportion as the Council may from time to time prescribe of its members shall be a certified public accountant (practising) or certified public accountants (practising), and only persons who are members of the company may be a director of the company; (Amended 23 of 2004 s. 25) (ii) the requirements referred to in subparagraph (i) shall be complied with as regards the company at all times; (iii) the company shall at all times be covered by professional indemnity insurance provided by an approved insurer on terms which are either specified in rules under section 51 or, if not so specified, have been approved of by the Council and that the scope of the indemnity which the insurance affords is, as regards any amount payable thereunder and in every other respect, at least as extensive as rules under section 51 require in that regard; and (iv) the company's memorandum and articles of association shall comply with the requirements of rules (if any) made under section 51.(c) Where a qualified company has for the time being only 2 members- (i) 1 such member shall be a certified public accountant (practising) and the other such member shall be either- (Amended 23 of 2004 s. 25) (A) a certified public accountant (practising); or (Amended 23 of 2004 s. 25) (B) a person in relation to whom a permission under subsection (5) is for the time being in force, and only persons who are members of the company may be a director of the company; and(ii) the company shall comply at all times with both the requirements of subparagraph (i) as regards members and the requirements described in paragraph (b)(iii) and (iv).(3) Subject to subsection (4), an application for registration under section 28E shall be allowed if, and only if, the Council is satisfied that- (a) the applicant is a qualified company; (b) if the application were allowed, the applicant would thenceforth be covered by insurance described in subsection (2)(b)(iii); and (c) (i) in case the applicant is a company described in subsection (2)(b)- (A) the requirements of the company's articles of association include requirements which are appropriate having regard to the requirements of subparagraph (i) of that subsection; and (B) the requirements of subparagraph (iv) of that subsection are complied with as regards it; and (ii) in case the applicant is a company described in subsection (2)(c)- (A) the requirements of the company's articles of association include requirements which are appropriate having regard to the requirements of subparagraph (i) of that subsection; and (B) the requirements described in subsection (2)(b)(iv) are complied with as regards it.(4) An application for registration under section 28E shall be made to the Council and shall be in such form as the Council may specify and there shall be lodged with the application such registration fee as may be fixed by the Council. (5) (a) Subject to paragraph (c), on an application's being made in that behalf by a qualified company described in subsection (2)(c) the Council may, if it thinks fit, grant as regards that company a permission for the purposes of this section and such a permission shall operate to permit, notwithstanding anything contained in the Companies Ordinance (Cap 32), an individual person who is not a certified public accountant (practising) and who is specified in the application to be a member and director of that company. (Amended 23 of 2004 s. 25) (b) A permission for the purposes of this section may be withdrawn by the Council at any time. (c) A permission for the purposes of this section shall be granted if, and only if, the Council is satisfied that- (i) in respect of the shareholding of the applicant company, a legally enforceable arrangement exists whereby- (A) a person who is a certified public accountant (practising) is to hold the entire issued share capital of that company except 1 issued share; (Amended 23 of 2004 s. 25) (B) the person holding for the time being the remaining share holds it in trust for the holder referred to in sub-subparagraph (A); (C) in case the person referred to in sub-subparagraph (B) resigns, dies, or due to mental or physical incapacity becomes unable to act as a director of the applicant company, or in case a permission for the purposes of this section and relating to him is withdrawn, his share will devolve to another person; and(ii) the person specified in the application is a fit and proper person to whom to give a permission for the purposes of this section; and (iii) in respect of the management of the applicant company, its memorandum and articles of association contain provisions to the effect that- (A) the holder referred to in subparagraph (i)(A) is to be the managing director having the day to day management of the company; (B) such holder is to have a second or casting vote at meetings of the applicant company's board; and (C) a person referred to in subparagraph (i)(B) is to cease to hold office as a director on his share's devolving to another person as described in subparagraph (i)(C).(6) (a) Where- (i) a share devolves to a person other than the holder of a practising certificate pursuant to an arrangement referred to in subsection (5)(c)(i); (ii) a corporate practice at any time ceases to comply with any of the requirements described in subsection (2) and applying to it, the corporate practice concerned shall, within the period of 14 days beginning on such devolution or cesser, notify the Council in writing of such devolution or cesser. (b) (i) A notice given pursuant to this subsection because of the devolution of a share may contain an application to the Council for a permission for the purposes of this section regarding a person named in the notice, and the Council may allow or refuse the application. (ii) Where an application referred to in subparagraph (i) is refused, the Council may when refusing the application require the applicant to bring a further such application within a period specified in the refusal.(c) Where notice of a cesser described in paragraph (a)(ii) is received by the Council, it may, for the purpose of requiring the relevant corporate practice to comply with any or all of the requirements referred to in that paragraph, attach one or more specified conditions to the practice's registration under section 28E and direct the Registrar to record the conditions in Part II of the register in such manner as he considers appropriate.(7) In case a condition is attached pursuant to this section, the corporate practice concerned shall comply with it, and if the condition requires compliance within a specified period it shall be so complied with. (8) Where- (a) there is a failure to comply with a requirement of subsection (2)(b)(ii), (iii) or (iv) or subsection (2)(c)(ii); (b) there is a failure to comply with a notification requirement of subsection (6)(a) or section 28H(1) or (2); (c) a condition attached under subsection (6)(c) or (9)(c) is not complied with; or (d) a requirement imposed under subsection (6)(b)(ii) is not complied with,the Council may, if it thinks fit, give the Registrar a direction under this subsection. (9) (a) A direction under subsection (8) shall, as shall be thereby specified, require the Registrar- (i) to remove, either permanently or for a period specified in the direction, the name of the corporate practice concerned and any other relevant particulars from the register forthwith; or (ii) to give forthwith to such practice a notice described in paragraph (b). (b) A notice referred to in paragraph (a) shall be in writing and be signed by the Registrar and shall state that a direction under subsection (8) has been given by the Council as regards the corporate practice to which the notice is addressed and that such practice may, within the period of 21 days beginning on the date of the notice, make representations to the Council as to why the Registrar should not comply with the direction (which representations are hereby authorized to be made). (c) (i) Where representations are made pursuant to paragraph (b), the Registrar shall refer the relevant matter to the Council together with such observations (if any) as he considers appropriate and the Council, having considered such observations (if any) and representations, may either- (A) if it considers it appropriate, attach specified conditions to the relevant corporate practice's registration under section 28E and direct the Registrar to record the conditions in Part II of the register in such manner as he considers appropriate; or (B) direct the Registrar to remove the name of such practice and any other relevant particulars from the register forthwith. (ii) Where such representations are not made within the period specified in paragraph (b), the Registrar shall remove the name of the corporate practice concerned and any other relevant particulars from the register.(d) Where pursuant to a direction under this section the name of a corporate practice is removed from Part II of the register- (i) the Registrar shall as soon as is reasonably practicable give the practice written notice of the removal; and (ii) the practice may, within the period of 21 days beginning on the date of the notice, or such longer period as the Court of Appeal may allow, appeal to that court against the removal.(e) In determining an appeal under this subsection the Court of Appeal may- (i) order the Registrar to restore to Part II of the register the name of the corporate practice concerned together with such other particulars as were removed by him pursuant to the relevant direction under this section; (ii) grant such other remedy or relief, or make such other order, if any, as the court considers appropriate; or (iii) confirm such direction.(10) (a) Subject to paragraph (b), where the name of a corporate practice is removed from the register pursuant to a direction under this section (including a direction confirmed on appeal), the Council shall cause notice of the removal to be published in the Gazette. (b) A notice referred to in paragraph (a) shall not be published in the Gazette unless- (i) in case there is an appeal as regards the relevant removal, the appeal has been withdrawn or the relevant direction under this section was confirmed on appeal; or (ii) in any other case, the time for taking such an appeal has expired.(11) (a) For the avoidance of doubt it is hereby declared that nothing in this section shall be construed as repealing by implication or otherwise affecting any provision of Part IVA of the Companies Ordinance (Cap 32) in its application to a director of a corporate practice. (b) It is hereby declared that- (i) a company of which a corporation is either a member or a director is not qualified for being registered under this section; (ii) a corporation is not qualified for being either a member or a director of a corporate practice; and (iii) a person other than the holder of a current practising certificate shall not be entitled to sign an audit report on behalf of a corporate practice.issued share capital of that company except 1 issued share; (Amended 23 of 2004 s. 25)(12) In this section- "approved insurer" (认可保险人) means an insurer who is approved by the Council as regards the provision by him of professional indemnity insurance to any company registered under section 28E; "qualified company" (合资格公司) means a company described in subsection (1). (Added 85 of 1995 s. 8) Cap 50 s 28E Registration of corporate practices (1) Where an application under section 28D(3) is allowed, the Registrar shall enter in Part II of the register the following particulars of the company to which the application related- (a) its name; (b) its registered office for the purposes of the Companies Ordinance (Cap 32); and (c) such other particulars (if any) as are for the time being specified for the purposes of this section by the Council.(2) A corporate practice shall for the purposes of section 27(2), (3), (4), (5) and (6) be deemed to be a certified public accountant. (Amended 23 of 2004 s. 54) (Added 85 of 1995 s. 8) Cap 50 s 28F Certificate of registration of corporate practice When a company is registered in the register, the Registrar shall issue to the corporate practice concerned a certificate of such registration in such form as the Council shall determine. (Added 85 of 1995 s. 8) Cap 50 s 28G Provisions of sections to apply to a company (1) The provisions of sections 26, 28, 28A(4), 33B, 35, 35B, 36(1A), 37, 38, 39, 40 and 41(1) shall apply mutatis mutandis in relation to a corporate practice as they apply in relation to a certified public accountant. (Amended 23 of 2004 s. 26) (2) Subsection (1) shall not be construed as limiting or otherwise affecting in any manner any liability incurred by a certified public accountant in the course of practising accountancy. (Added 85 of 1995 s. 8. Amended 23 of 2004 s. 54) Cap 50 s 28H Articles of association of corporate practices (1) Where it is proposed to alter or add to the articles of association of a corporate practice ("the amendment"), it shall send to the Registrar written notice of the proposal and such notice shall be so sent not later than the day on which notice is given to its members of the meeting of the practice at which the amendment is to be considered. (2) Where a corporate practice alters or adds to its articles of association, the practice shall before the expiration of the period of 21 days beginning on the day on which the relevant special resolution is passed, notify the Registrar in writing of the alteration or addition. (Added 85 of 1995 s. 8) Cap 50 s 29 Requirements to practise as certified public accountant (practising) (1) No person, other than a corporate practice, shall practise as a certified public accountant (practising) unless he is registered as a certified public accountant and holds a practising certificate. (Amended 85 of 1995 s. 9; 23 of 2004 ss. 27 & 54) (2) Unless he is either the holder of a practising certificate or a corporate practice, a person shall not hold any appointment or render any services, whether unpaid or otherwise- (Amended 85 of 1995 s. 9) (a) as an auditor of a company within the meaning of the Companies Ordinance (Cap 32); or (b) as an auditor of accounts for the purpose of any other Ordinance.(3) Nothing in this Ordinance shall prevent- (a) a person from (i) practising publicly and describing himself as an accountant, secretary, book-keeper, tax-agent, tax-consultant or cost- consultant; or (ii) describing himself by any other designation, initials or characters not conveying the impression that he is entitled to practise as a certified public accountant (practising); or (Amended 23 of 2004 s. 27) (iii) a