Cap. 29 《受託人條例》Trustee Ordinance

This Ordinance applies to trusts (whenever created) including, so far as this Ordinance applies, executorships and administratorships whenever constituted. (Replaced 13 of 2013 s. 4)

Subject to subsection (2A), the powers conferred by this Ordinance on trustees are in addition to the powers conferred by the instrument creating the trust or an enactment. (Replaced 13 of 2013 s. 4)

The powers conferred by this Ordinance on trustees—

Subsections (1) and (2) have effect except as otherwise stated in this Ordinance. (Added 13 of 2013 s. 4)

This Ordinance does not affect the legality or validity of anything done before the commencement of this Ordinance, except as otherwise expressly provided.

[cf. 1925 c. 19 s. 69 U.K.]

If the statutory duty of care applies to a trustee as provided in Schedule 3, the trustee must exercise the care and skill that is reasonable in the circumstances, having regard to—

If the statutory duty of care applies to a trustee when exercising a power or doing an act, that duty has effect in place of any common law rules and equitable principles regarding the duty and standard of care owed by the trustee to the beneficiaries of the trust when exercising the power or doing the act.

The statutory duty of care does not apply to a trustee if, or in so far as, it appears from the instrument creating the trust or an enactment that the duty is not meant to apply.

The statutory duty of care does not apply in relation to a trust created before the commencement date^# of this section in so far as provision to the effect that subsection (1) does not apply is made by a deed executed—

A trustee may invest any trust funds in his hands, whether at the time in a state of investment or not—

Any application to the court made under subsection (1)(b) shall be made by the trustee ex parte and shall be supported by affidavit.

The Financial Secretary may from time to time by order published in the Gazette amend Schedule 2. (Amended 9 of 1993 s. 2)

A trustee lending money on the security of any property on which he can properly lend shall not be chargeable with breach of trust by reason only of the proportion borne by the amount of the loan to the value of the property at the time when the loan was made, if it appears to the court—

A trustee lending money on the security of any leasehold property shall not be chargeable with breach of trust only upon the ground that in making such loan he dispensed either wholly or partly with the production or investigation of the lessor’s title.

A trustee shall not be chargeable with breach of trust only upon the ground that in effecting the purchase, or in lending money upon the security, of any property he has accepted a shorter title than the title which a purchaser is, in the absence of a special contract, entitled to require, if in the opinion of the court the title accepted be such as a person acting with prudence and caution would have accepted.

This section applies to transfers of existing securities as well as to new securities and to investments made before as well as after the commencement of this Ordinance.

[cf. 1925 c. 19 s. 8 U.K.]

Where a trustee improperly advances trust money on a mortgage security which would at the time of the investment be a proper investment in all respects for a smaller sum than is actually advanced thereon, the security shall be deemed an authorized investment for the smaller sum, and the trustee shall only be liable to make good the sum advanced in excess thereof with interest.

This section applies to investments made before as well as after the commencement of this Ordinance.

[cf. 1925 c. 19 s. 9 U.K.]

Trustees lending money on the security of any property on which they can lawfully lend may contract that such money shall not be called in during any period not exceeding 7 years from the time when the loan was made, provided interest be paid within a specified time not exceeding 30 days after every half-yearly or other day on which it becomes due, and provided there be no breach of any covenant by the mortgagor contained in the instrument of mortgage or charge for the maintenance and protection of the property.

On a sale by trustees of land for a term having at least 60 years to run, the trustees may, where the proceeds are liable to be invested, contract that the payment of any part, not exceeding two-thirds, of the purchase money shall be secured by mortgage of the land sold, with or without the security of any other property, but such mortgage, if any buildings are comprised therein, shall contain a covenant by the mortgagor to keep such buildings insured against loss or damage by fire to the full value thereof.

The trustees shall not be bound to obtain any report as to the value of the land or other property to be comprised in such mortgage, or any advice as to the making of the loan, and if the trustees have discharged the statutory duty of care, the trustees are not liable for any loss which may be incurred by reason only of the security being insufficient at the date of the mortgage. (Amended 13 of 2013 s. 9)

Where any securities of a company are subject to a trust, the trustees may concur in any scheme or arrangement—

in like manner as if they were entitled to such securities beneficially, with power to accept any securities of any denomination or description of the reconstructed or purchasing or new company in lieu of or in exchange for all or any of the first-mentioned securities. (Amended 13 of 2013 s. 9)

The trustees are not responsible for any loss occasioned by an act or thing done under subsection (4) if they have discharged the statutory duty of care in doing so. (Added 13 of 2013 s. 9)

The trustees may retain any securities accepted under subsection (4) for a period for which they could have properly retained the original securities. (Added 13 of 2013 s. 9)

If a conditional or preferential right to subscribe for securities in a company is offered to trustees for any holding in the company, the trustees may, for all or any of the securities—

The trustees are not responsible for any loss occasioned by an act or thing done under subsection (5) if they have discharged the statutory duty of care in doing so. (Added 13 of 2013 s. 9)

The powers conferred by this section shall be exercisable subject to the consent of any person whose consent to a change of investment is required by law or by the instrument, if any, creating the trust.

Where the loan referred to in subsection (1), or the sale referred to in subsection (2), is made under the order of the court, the powers conferred by those subsections respectively shall apply only if and as far as the court may by order direct.

[cf. 1925 c. 19 s. 10 U.K.]

Trustees may, pending the negotiation and preparation of any mortgage or charge, or during any other time while an investment is being sought for, pay any trust money into a bank to a deposit or other account, and all interest, if any, payable in respect thereof shall be applied as income.

Trustees may apply the trust funds of the trust in payment of a call on any shares subject to the trust. (Replaced 13 of 2013 s. 10)

[cf. 1925 c. 19 s. 11 U.K.]

Where, at the commencement of this Ordinance there are more than 4 trustees of a settlement of land or more than 4 trustees holding land on trust for sale, no new trustees shall (except where as a result of the appointment the number is reduced to 4 or less) be capable of being appointed until the number is reduced to less than 4, and thereafter the number shall not be increased beyond 4.

In the case of settlements and dispositions on trust for sale of land made or coming into operation after the commencement of this Ordinance—

The restrictions hereby imposed on the number of trustees do not apply in the case of land vested in trustees for charitable, ecclesiastical, or public purposes or where the net proceeds of the sale of the property are held for like purposes.

[cf. 1925 c. 19 s. 34 U.K.]

Where a trustee, either original or substituted, and whether appointed by a court or otherwise, is dead, or remains out of Hong Kong for more than 12 months, or desires to be discharged from all or any of the trusts or powers reposed in or conferred on him, or refuses or is unfit to act therein, or is incapable of acting therein, or is a person under the age of 21 years, then, subject to the restrictions imposed by this Ordinance on the number of trustees—

may, by writing, appoint one or more other persons (whether or not being the persons exercising the power) to be a trustee or trustees in the place of the trustee so deceased, remaining out of Hong Kong, desiring to be discharged, refusing, or being unfit or being incapable, or being a person under the age of 21 years, as aforesaid. (Amended 32 of 1990 s. 9; 9 of 1993 s. 7)

Where a trustee has been removed under a power contained in the instrument creating the trust, a new trustee or new trustees may be appointed in the place of the trustee who is removed, as if he were dead, or, in the case of a corporation, as if the corporation desired to be discharged from the trust, and the provisions of this section shall apply accordingly, but subject to the restrictions imposed by this Ordinance on the number of trustees.

Where a corporation being a trustee is or has been dissolved, either before or after the commencement of this Ordinance, then, for the purposes of this section and of any enactment replaced thereby, the corporation shall be deemed to be and to have been from the date of the dissolution incapable of acting in the trusts or powers reposed in or conferred on the corporation.

The power of appointment given by subsection (1) or any similar previous enactment to the personal representatives of a last surviving or continuing trustee shall be and shall be deemed always to have been exercisable by the executors for the time being (whether original or by representation) of such surviving or continuing trustee who have proved the will of their testator or by the administrators for the time being of such trustee without the concurrence of any executor who has renounced or has not proved.

But a sole or last surviving executor intending to renounce, or all the executors where they all intend to renounce, shall have and shall be deemed always to have had power, at any time before renouncing probate, to exercise the power of appointment given by this section, or by any similar previous enactment, if willing to act for that purpose and without thereby accepting the office of executor.

Where a sole trustee, other than a trust corporation, is or has been originally appointed to act in a trust, or where, in the case of any trust, there are not more than 3 trustees (none of them being a trust corporation) either original or substituted and whether appointed by the court or otherwise, then and in any such case—

may, by writing, appoint another person or other persons to be an additional trustee or additional trustees, but it shall not be obligatory to appoint any additional trustee, unless the instrument, if any, creating the trust, or any statutory enactment provides to the contrary, nor shall the number of trustees be increased beyond 4 by virtue of any such appointment.

Every new trustee appointed under this section, as well before as after all the trust property becomes by law, or by assurance, or otherwise, vested in him, shall have the same powers, authorities, and discretions, and may in all respects act as if he had been originally appointed a trustee by the instrument, if any, creating the trust.

The provisions of this section relating to a trustee who is dead include the case of a person nominated trustee in a will but dying before the testator, and those relative to a continuing trustee include a refusing or retiring trustee, if willing to act in the execution of the provisions of this section.

Where a lunatic or person of unsound mind, being a trustee, is also entitled in possession to some beneficial interest in the trust property, no appointment of a new trustee in his place shall be made by the continuing trustees or trustee, under this section, unless leave has been given by the court to make the appointment.

[cf. 1925 c. 19 s. 36 U.K.]

On the appointment of a trustee for the whole or any part of trust property—

Nothing in this Ordinance shall authorize the appointment of a sole trustee, not being a trust corporation, where the trustee, when appointed, would be under the age of 21 years or, would not be able to give valid receipts for all capital money arising under the trust. (Amended 32 of 1990 s. 10)

[cf. 1925 c. 19 s. 37 U.K.]

A statement, contained in any instrument coming into operation after the commencement of this Ordinance by which a new trustee is appointed for any purpose connected with land, to the effect that a trustee has remained out of Hong Kong for more than 12 months or refuses or is unfit to act, or is incapable of acting, or that he is not entitled to a beneficial interest in the trust property in possession, shall, in favour of a purchaser of a legal estate, be conclusive evidence of the matter stated. (Amended 9 of 1993 s. 7)

In favour of such purchaser any appointment of a new trustee depending on that statement, and any vesting declaration, express or implied, consequent on the appointment, shall be valid.

[cf. 1925 c. 19 s. 38 U.K.]

Where a trustee is desirous of being discharged from the trust, and after his discharge there will be either a trust corporation or at least 2 individuals to act as trustees to perform the trust, then, if such trustee as aforesaid by deed declares that he is desirous of being discharged from the trust, and if his co-trustees and such other person, if any, as is empowered to appoint trustees, by deed consent to the discharge of the trustee, and to the vesting in the co-trustees alone of the trust property, the trustee desirous of being discharged shall be deemed to have retired from the trust, and shall, by the deed, be discharged therefrom under this Ordinance, without any new trustee being appointed in his place.

Any assurance or thing requisite for vesting the trust property in the continuing trustees alone shall be executed or done.

[cf. 1925 c. 19 s. 39 U.K.]

This section applies in relation to a trust if—

The sole beneficiary or all the beneficiaries may give either or both of the following directions—

A trustee to whom a direction under subsection (2)(a) has been given must make a deed declaring the trustee’s retirement if—

When the deed declaring the trustee’s retirement is made—

This section has effect subject to the restrictions imposed by section 36 on the number of trustees.

This section applies in relation to a trust if—

Either the sole beneficiary or all the beneficiaries may give a written direction to the specified attorney or committee to appoint a person specified in the direction to be a new trustee in place of the incapacitated trustee.

In subsection (2)—

For the purposes of sections 40A and 40B, a direction is given by all the beneficiaries if—

and none of them by writing withdraws the direction given before it has been complied with.

If more than one direction is given, each beneficiary must specify for the appointment or retirement the same person or persons.

Section 37(7) (providing for the powers, authorities and discretions of new trustees) applies to a trustee appointed under section 40A or 40B as if the trustee were appointed under section 37.

Sections 40A and 40B do not apply in relation to a trust if a contrary intention is expressed in the instrument creating the trust or an enactment.

Sections 40A and 40B do not apply in relation to a trust created before the commencement date^# of those sections in so far as provision to the effect that those sections do not apply is made by a deed executed—

A deed executed for the purpose of subsection (2) is irrevocable.

If a deed is executed for the purpose of subsection (2)—

Sections 40A and 40B do not apply to the appointment and retirement of a personal representative.

Where by a deed a new trustee is appointed to perform any trust, then—

Where by a deed a retiring trustee is discharged under section 40 or 40A without a new trustee being appointed, then— (Amended 13 of 2013 s. 26)

An express vesting declaration, whether made before or after the commencement of this Ordinance, shall, notwithstanding that the estate, interest or right to be vested is not expressly referred to, and provided that the other statutory requirements were or are complied with, operate and be deemed always to have operated (but without prejudice to any express provision to the contrary contained in the deed of appointment or discharge) to vest in the persons respectively referred to in subsections (1) and (2), as the case may require, such estates, interests and rights as are capable of being and ought to be vested in those persons.

This section does not extend—

In this subsection lease (租約) includes an underlease and an agreement for a lease or underlease.

For purposes of registration of the deed, the person or persons making the declaration, expressly or impliedly, shall be deemed the conveying party or parties, and the conveyance shall be deemed to be made by him or them under a power conferred by this Ordinance.

This section applies to deeds of appointment or discharge executed on or after 1 July 1901.

[cf. 1925 c. 19 s. 40 U.K.]

For the purposes of this Part, a trustee acts in a professional capacity if—

For the purposes of this Part, a person acts as a lay trustee if the person—

Subject to subsection (2)—

Subsections (3) and (4) apply to a trustee—

A trustee is to be treated as being entitled under the instrument creating the trust to receive payment for services provided even if the services are capable of being provided by a lay trustee.

Any payment to which a trustee is entitled for services provided is to be treated as remuneration for services (but not as a disposition of property) for the purposes of section 10 of the Wills Ordinance (Cap. 30) (avoidance of gifts to attesting witnesses and their spouses).

Subject to subsection (2)—

Subsections (3) and (4) apply to a trustee of a charitable or non-charitable trust only if the trustee’s entitlement to remuneration—

A trustee is entitled to receive reasonable remuneration out of trust funds for services provided by the trustee to, or on behalf of, the trust.

A trustee is to be treated as being entitled under this section to receive remuneration for services provided even if the services are capable of being provided by a lay trustee.

This section applies to a trustee authorized to act in another capacity as it applies to any other trustee.

For the purpose of subsection (5), a trustee authorized to act in another capacity is a trustee who has been authorized, under a power conferred by Part 4A (appointment of agents, nominees and custodians), the instrument creating the trust or an enactment—

For the purposes of this section—

A trustee of a trust who has properly incurred expenses when acting on behalf of the trust—

This section applies to a trustee authorized to act in another capacity as it applies to any other trustee.

For the purpose of subsection (2), a trustee authorized to act in another capacity is a trustee who has been authorized, under a power conferred by Part 4A (appointment of agents, nominees and custodians), the instrument creating the trust or an enactment—

This section applies, if, under a power conferred by Part 4A (appointment of agents, nominees and custodians), the instrument creating the trust or an enactment, a person other than a trustee has been—

(b) appointed to act as a nominee or custodian.

The trustees of the trust may remunerate the agent, nominee or custodian (each is a representative) out of trust funds for services if—

The trustees may reimburse the representative out of trust funds for any expenses properly incurred in exercising the representative’s functions.

Subject to subsection (2), this section applies to a trustee who—

This section does not apply to an approved trustee of a registered scheme under the Mandatory Provident Fund Schemes Ordinance (Cap. 485).

The terms of a trust must not—

A term of a trust is invalid to the extent to which it purports to—

This section has effect in respect of a trust created on or after the commencement date^# of the 2013 amending Ordinance.

For a trust created before the commencement date^# of the 2013 amending Ordinance, this section—

In this section, a reference to a trustee who acts in a professional capacity is to be construed in accordance with section 41R(1).

A trust is not invalid only because of the person creating the trust (the settlor) reserving to the settlor any or all powers of investment or asset management functions under the trust.

If a power or function referred to in subsection (1) has been reserved by the settlor, a trustee who acts in accordance with the exercise of the power or function is not in breach of the trust.

If a trust was declared invalid by the court before the commencement date^# of the 2013 amending Ordinance, subsection (1) does not operate to revive the invalid trust on or after that date.

Subject to subsection (3), if the validity of a trust (whenever created) is being questioned, the court may take into account subsection (1) in determining the validity.

This section applies in relation to a trust (whenever created) only if—

A person who during his or her lifetime transfers any movable property to be held on trust (whenever created) is regarded as having the capacity to transfer the property if the person has capacity to do so under any of the following laws—

A law relating to inheritance or succession of a foreign jurisdiction does not affect the validity of the transfer of any movable property to be held on trust if the person transferring the movable property had the capacity to do so under subsection (2).

The reference to law in paragraph (a), (b) or (c) of subsection (2) does not include any choice of law rules that form part of the law in any of those paragraphs.

Where application is made to the court by or on behalf of the person creating or intending to create a trust, or by or on behalf of a trustee or beneficiary, or by the Secretary for Justice in the case of a charitable trust, the court may, in its discretion, appoint a person (in this Part called a judicial trustee) to be a trustee of that trust, either jointly with any other person or as sole trustee, and, if sufficient cause is shown, in place of all or any existing trustees. (Amended 68 of 1995 s. 14; L.N. 362 of 1997)

The administration of the property of a deceased person, whether a testator or intestate, shall be a trust, and the executor or administrator a trustee, within the meaning of this Part.

Any fit and proper person nominated for the purpose in the application may be appointed a judicial trustee, and, in the absence of such nomination, or if the court is not satisfied of the fitness of a person so nominated, an official of the court may be appointed, and in any case a judicial trustee shall be subject to the control and supervision of the court as an officer thereof.

The court may, either on request or without request, give to a judicial trustee any general or special directions in regard to the trust or the administration thereof.

There may be paid to the judicial trustee out of the trust property such remuneration, not exceeding any prescribed limits, as the court may assign in each case, subject to any rules under this Part respecting the application of such remuneration where the judicial trustee is an official of the court, and the remuneration so assigned to any judicial trustee shall, save as the court may for special reasons otherwise order, cover all his work and personal outlay.

Once in every year the accounts of every trust of which a judicial trustee has been appointed shall be audited, and a report thereon made to the court by such persons as may be prescribed, and, in any case where the court shall so direct, an inquiry into the administration by a judicial trustee of any trust, or into any dealing or transaction of a judicial trustee, shall be made in such manner as may be prescribed.

[cf. 1896 c. 35 s. 1 U.K.]

For the purpose of carrying into effect the provisions of this Part, it shall be lawful for the Chief Executive to appoint a fit and proper person to be Official Trustee: (Amended 18 of 1999 s. 3)Provided that, until such appointment is made, the Official Solicitor shall ex officio exercise all the powers, privileges and discretions, and discharge the duties required to be performed by the Official Trustee under this Ordinance.

The said office shall have perpetual succession, and all lands or any interest therein, and all moneys, stocks, and securities and land which may be vested in the Official Trustee under this Part shall be deemed to be vested in the Official Trustee for the time being, without any further transfer or conveyance.

Trustees, or the majority of trustees, having in their hands or under their control any moneys belonging to any trust, shall be at liberty, on filing in the Registry of the court an affidavit shortly describing the instrument creating the trust, according to the best of their knowledge and belief, to pay the same, with the consent of the Official Trustee and in accordance with such directions as they may receive for the purpose from him, into the court; and the said trust moneys shall be paid through the Treasury into a bank authorized by the Chief Executive on deposit bearing interest, or otherwise, to the account of the Official Trustee (by his official designation) in the matter of the particular trust (describing the same by the names of the parties, as accurately as may be, for the purpose of distinguishing it), in trust to attend the orders of the court. (Amended 18 of 1999 s. 3)

Any trust moneys paid into a bank pursuant to subsection (1) which—

shall be transferred by the Official Trustee to the general revenue of Hong Kong. (Added 71 of 1971 s. 3. Amended 9 of 1993 s. 7)

[cf. 1847 c. 96 s. 1 U.K.; 1893 c. 53 s. 42 U.K.]

Trustees, or the majority of trustees, having any securities standing in their names in the books of a specified entity, or in the names of any deceased persons of whom they are personal representatives, upon any trust, may on filing such affidavit as aforesaid, to transfer such securities, with such consent and in accordance with such directions as aforesaid, into the name of the Official Trustee (by the Official Trustee’s official designation) or to deposit the securities in the Official Trustee’s name in such bank as aforesaid in the matter of the particular trust (describing the same as aforesaid), in trust to attend the orders of the court. (Amended 9 of 1993 s. 7; 14 of 2025 s. 100)

In this section—

Where any moneys or securities, or any land, are or is vested in any persons as trustees, and the majority of them are desirous of paying, transferring, depositing, or conveying the same as aforesaid, but the concurrence of the other or others cannot be obtained, the court may order the payment, transfer, deposit, or conveyance to be made by the majority without the concurrence of the other or others; and where any such moneys or securities are deposited with any banker, broker, or other depositary, the court may order payment or delivery of the moneys or securities to the majority of the trustees for the purpose of payment into court.

Every payment, transfer, deposit, delivery, and conveyance made in pursuance of any such order shall be valid and take effect as if the same had been made on the authority or by the act of all the persons entitled to the moneys, securities, or land so paid, transferred, deposited, delivered, or conveyed.

[cf. 1893 c. 53 s. 42 U.K.]

Such orders as may seem fit shall be made by the court in respect of the trust estate and for the investment and payment of any such moneys or of any dividends or interest on any such securities, and for the transfer and delivery out of any such securities, and for the administration of any such trust generally, upon a petition to be presented in a summary way to the court by such party or parties as to the court may appear to be competent and necessary in that behalf, and service of such petition shall be made on such person or persons as the court may see fit and direct.

Every order made upon any such petition shall have the same authority and effect, and shall be enforced in the same manner, as if the same had been made in an action regularly instituted in the court.

If in any case it appears that the trust estate cannot be safely administered without the institution of one or more action or actions, the court may direct any such action or actions to be instituted.

[cf. 1847 c. 96 s. 2 U.K.]

There shall be imposed and levied, for the use of the Government, upon every trust estate administered under this Part a charge equivalent to the following percentage of the net value of the trust estate—10 per cent where the value of the trust estate does not exceed $100,000, or, where the value exceeds $100,000, 10 per cent on the first $100,000 and 5 per cent on the excess.

The said charge shall constitute a primary lien upon the trust estate, and shall be levied, in the case of trust moneys deposited in a bank, by an order of the court, authorizing the payment thereof to the Official Trustee for the use of the Government, and in the case of securities or land, by sale, mortgage, or otherwise as the court may direct, and in case of any such sale or mortgage, the court may, by the same or any further order, empower the Official Trustee to execute all instruments necessary for carrying out this provision, and instruments so executed shall be as valid and effectual to all intents and purposes as if the same had been executed by all persons who, but for this provision, would have been necessary parties thereto.

There shall also be imposed and levied, for the use of the Government, upon every such estate a charge equivalent to 5 per cent of the annual revenue of the trust estate. The Official Trustee shall deduct such charge in making up the annual accounts of the estate.

In the administration of any trust estate, the Official Trustee shall have and may exercise all the rights and powers conferred upon trustees by this Ordinance, so far as they are applicable to such trust estate.

The Official Trustee may, subject to any rules that may be made under section 76, employ for the purposes of any trust such solicitors, bankers, accountants, brokers or other persons, as he may consider necessary, and, in determining the persons to be employed in relation to any trust, he shall have regard to the interests of the trust, but subject to this he shall, whenever practicable, take into consideration the wishes of the creator of the trust and of the other trustees (if any) and of the beneficiaries, either expressed or implied by the practice of the creator of the trust, or in the previous management of the trust. [cf. 1906 c. 55 s. 11(2) U.K.]

A specified company may apply in writing to the Registrar of Companies to be registered as a trust company under this Part. (Amended 28 of 2012 ss. 912 & 920; 14 of 2025 s. 101)

In subsection (1)—

A company which makes an application under subsection (1) shall be eligible to be registered under this Part if, but only if—

For the purposes of subsection (2)—

A trust company registered under this Ordinance before the date of commencement⁺ of the Trustee (Amendment) Ordinance 1975 (23 of 1975) which has not previously complied with the requirements as to eligibility for registration as a trust company as set out in subsection (2) of this section shall, within 9 months after that date, comply with those requirements to the satisfaction of the Registrar of Companies. (Amended 90 of 1975 s. 2)

Subject to subsection (4B), a trust company registered under this Ordinance, whether before, on or after the date of commencement of the Trustee (Amendment) Ordinance 1993 (9 of 1993), shall after its registration and for so long as it carries on any business or executes any office included in the objects set out in section 81(1) comply with the requirements set out in subsection (2). (Added 9 of 1993 s. 3)

A trust company registered before the date of commencement of the Trustee (Amendment) Ordinance 1993 (9 of 1993) which at that date does not comply with one or more of the requirements set out in subsection (2) shall, within 9 months after that date, comply with those requirements to the satisfaction of the Registrar of Companies. (Added 9 of 1993 s. 3)

(Repealed 28 of 2012 ss. 912 & 920)

On the receipt of an application under section 77, the Registrar of Companies shall make such inquiry as he deems necessary, and, if satisfied that all the requirements of section 77 have been complied with, shall register the company applying for registration as a trust company in the register prescribed by section 79 and shall issue to it a certificate that the company is registered as a trust company, and thereupon the company shall be invested with all the powers, privileges and immunities and shall be subject to all the liabilities imposed by this Part.

Notice of the issue of such certificate shall be published by the Registrar of Companies in the Gazette for 4 consecutive weeks next following the issue.

If the Registrar of Companies is not satisfied that all the requirements of section 77 have been complied with, he shall refuse to register the company as a trust company:Provided that the company may appeal from such refusal to the Chief Executive in Council, whose decision shall be final. (Amended 18 of 1999 s. 3)

From the time of the issue to any company of a certificate under section 78, the sum of money deposited under section 77 must be held as security for the depositors and creditors of the company and for the faithful execution of all trusts which may be accepted by or imposed upon the company and for its obligations generally. (Amended 23 of 1975 s. 3; 13 of 2013 s. 37)

If at any time, the Registrar of Companies is of opinion that a trust company should furnish additional security because of the company’s increase of its gross liabilities, the Registrar may order the company to make, within a period specified in the order, a further deposit of a sum of money (as contemplated by section 77(2)(e)) of a specified amount with the Director of Accounting Services. (Replaced 13 of 2013 s. 37)

The company may appeal against the order to the Chief Executive in Council, whose decision is final. (Added 13 of 2013 s. 37)

If a trust company has deposited a sum of money with an authorized institution or a finance company under section 77(2)(e), the trust company may, with the approval of the Director of Accounting Services and subject to the terms that the Director may specify, withdraw the sum and deposit it with another authorized institution or finance company referred to in that section. (Replaced 13 of 2013 s. 37)

All money accruing by way of interest in respect of sums deposited with an authorized institution or a finance company under this Part must be paid to the trust company which made the deposit. (Replaced 13 of 2013 s. 37)

The objects of a trust company may be some or all of, but shall not exceed the following—

Nothing in this section shall be construed to authorize any trust company to engage in the business of banking or of insurance or the business of a deposit, provident or benefit society.

No trust company shall carry on any business or execute any office other than the businesses or offices included in the objects set out in subsection (1).

For the avoidance of doubt it is hereby declared that nothing in subsection (1) shall be construed so as to restrict, or at any time to have restricted, a trust company to carrying out its objects within Hong Kong only. (Added 48 of 1968 s. 4. Amended 9 of 1993 s. 7)

If and whenever any person shall be entitled to apply for probate of the will of any testator without leave being reserved to any other person to apply for probate, it shall be lawful for such person, whether absent from Hong Kong or not, and notwithstanding the provisions of any other enactment, instead of himself applying for such probate, to authorize a trust company to apply to the court for a grant of administration with the will annexed of the estate of such testator, and such grant may be made to the trust company upon its own application, when so authorized, but the provisions of this section shall not apply to any case in which a will provides that a company shall not act as executor or in the trusts thereof. (Amended 9 of 1993 s. 7)

If and whenever any person shall be entitled to apply for letters of administration with the will of any testator annexed of the estate of such testator, it shall be lawful for such person, whether absent from Hong Kong or not, and notwithstanding the provisions of any other enactment, to authorize a trust company, either alone, or jointly with any other person, to apply to the court for a grant of letters of administration with the will annexed of the estate of such testator, and such grant may be made to the company upon its own application when so authorized, but the provisions of this section shall not apply to a case in which a will provides that a company shall not act as executor, or in the trusts thereof. (Amended 9 of 1993 s. 7)

It shall be lawful for any person or persons entitled to apply for administration of the estate of any intestate, whether such person or persons be absent from Hong Kong or not, and notwithstanding the provisions of any other enactment, to authorize a trust company to apply to the court for such letters of administration, either alone or jointly with any other person, and administration of the estate of any such intestate may be granted to the company either alone or jointly as aforesaid, upon its own application, when so authorized. (Amended 9 of 1993 s. 7)

For the purposes of any application to the court for letters of administration to the estate of any deceased person, the court shall consider a trust company, when authorized as aforesaid, to be in law entitled, equally with any other person or class of persons to apply for and obtain a grant, but a trust company, being so entitled, shall not on that account alone, be preferred to the widower, widow, or next-of-kin of any intestate.

No grant of probate or of letters of administration shall be granted to a syndic or nominee on behalf of a trust company.

Where any person entitled to apply for probate or letters of administration has authorized a trust company to apply for a grant in favour of the company under subsection (1) or (2) and the court has subsequently made such a grant, all property, functions, powers, authorities, discretions and rights vested in or conferred on that person by the will or by law shall, on the making of the grant and without conveyance or assignment or the execution of any other instrument, become vested in and exercisable by the company as fully and effectually as if it had been named as executor under the will. (Added 23 of 1975 s. 4)

In all cases in which a trust company is empowered under this Part to apply for probate or letters of administration, and petition, declaration, account or affidavit or other necessary document may be made or sworn by any officer of the company duly authorized by the company in that behalf.

Any officer of the company appointed by a trust company for that purpose may, on behalf of the company, sign any petition, account or statement, take any oath, swear any affidavit, make any declaration, verify any act, give personal attendance at any court or place, and do any act or thing whatsoever, which may require to be signed, taken, sworn, made, verified, given, or done on behalf of the company:Provided that nothing in this Part contained shall confer upon any person, not otherwise entitled thereto, any right to appear or be heard before or in any court on behalf of the company or to do any act whatsoever on behalf of the company which could otherwise be lawfully done only by a barrister or by a solicitor.

Notwithstanding the provisions of any other enactment, no trust company to which a grant of letters of administration has been made shall be required to furnish security for the due administration of the estate.

Notwithstanding the provisions of any other enactment, no trust company appointed by the court to perform the duties of receiver, guardian, committee or any other office or trust shall be required to furnish security for the due performance of such duties.

A trust company may invest trust moneys in its hands in or upon any securities in which private trustees may by law invest trust moneys and may from time to time vary any such investment for others of the same nature:Provided that the company shall not in any case invest the moneys of any trust in or upon securities prohibited by the instrument creating the trust, and whenever any special directions are given in any order, judgment, decree or will or in any other instrument creating the trust, as to the particular class or kind of securities or property in or upon which any investment shall be made, the company shall follow such directions. The company may also, in its discretion, retain and continue any investment and securities coming into its possession in any fiduciary capacity.

No trust company shall directly or indirectly invest any trust moneys otherwise than in accordance with the provisions of subsection (1).

A trust company may invest moneys forming part of its own capital or reserve or accumulated profits—

A trust company may acquire and hold immovable property for the actual use and occupation of itself or of any of its officers or servants and may sell and dispose of the same.

A trust company may, for the protection of its investments, acquire land which has been mortgaged to it, but shall sell any land so acquired within 3 years after the acquisition thereof, unless such time is extended by the Financial Secretary. (Amended 9 of 1993 s. 4)

No trust company shall directly or indirectly invest any of its moneys otherwise than in accordance with subsections (1), (2) and (3):Provided that nothing in this section shall be deemed to prevent the acceptance by a trust company of any securities whatsoever to secure the payment of a debt previously contracted in good faith; but any security so acquired by the company which it would otherwise be prohibited from taking or holding shall, within 2 years from the time of its acquisition, or within such further time as may be allowed by the Registrar of Companies, be sold or disposed of.

For the purpose of attaining the objects of the company as set out in section 81 (or such of them as the company may have adopted), and for no other purpose, a trust company may from time to time borrow money provided that the aggregate of the sums of money borrowed shall at no time exceed the amount of the company’s capital for the time being paid up.

Moneys borrowed by a trust company shall not be secured, by debenture or otherwise, on its capital or general undertaking, but may be secured on any of the company’s property (not being property held by it on any trust), other than the securities deposited by it with the Director of Accounting Services under the provisions of this Part. (Amended 9 of 1950 Schedule; L.N. 16 of 1977)

The Financial Secretary may at any time appoint an inspector to investigate the affairs and management of any trust company if it appears to the Financial Secretary that there are circumstances suggesting—

The Financial Secretary may give directions as to the manner in which and the extent to which an investigation under subsection (1) shall be conducted. (Added 9 of 1993 s. 5)

It shall be the duty of all officers and servants of the company to produce for examination by the inspector all books, accounts, vouchers and other documents in their custody or control in relation to matters under investigation, and to answer truly all inquiries addressed to them by the inspector respecting any matter affecting the affairs of the company.

The inspector shall make a report of his investigation to the Financial Secretary.

All expenses of and incidental to any such investigation shall be paid by the company, if the Financial Secretary so directs.

The court may order the winding up of a trust company in accordance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32), and the provisions of that Ordinance shall apply accordingly subject however to the modification that the company may also be ordered to be wound up on application made by the Secretary for Justice if— (Amended L.N. 362 of 1997; 28 of 2012 ss. 912 & 920)

Upon the winding up of a trust company every person who has been a director of the company at any time within the period of 2 years immediately preceding the commencement of the winding up shall be liable for the balance unpaid on every share which he may have transferred during such 2 years.

Any director, officer or servant of a trust company who wilfully and with intent to defraud neglects to make any entry in the books of the company which it is his duty to make shall be guilty of an offence triable upon indictment.

Any director, officer or servant of a trust company, who wilfully and with intent to defraud makes or abets the making of any false entry in the books of the company, or subscribes or exhibits any false document with intent to deceive any person appointed under this Part to investigate the affairs and management of the company shall be guilty of an offence triable upon indictment.

Any director, officer or servant of a trust company who refuses to produce for examination to any person appointed under this Part to investigate the affairs and management of the company all books and documents relevant to such investigation which are in his custody or control shall be guilty of an offence triable upon indictment.

A trust company which contravenes section 77(4), (4A) or (4B), 81(3), 91(4), 92 or 93 commits an offence and is liable on conviction to a fine at level 4 and if the offence is continued after conviction the trust company commits a further offence and is liable on conviction to a fine of $1,000 for every day or part of a day on which the offence is so continued. (Added 9 of 1993 s. 6)

No member of a trust company shall at any time hold shares in the capital of the company to an amount exceeding one-fifth of the issued capital of the company for the time being.

Subsection (1) does not apply to a trust company that is the subsidiary of a bank within the meaning of section 2 of the Banking Ordinance (Cap. 155). (Added 23 of 1975 s. 6. Amended 49 of 1995 s. 53)

For the purposes of subsection (2) of this section, section 15 of the Companies Ordinance (Cap. 622) applies as if a reference in that section to “a body corporate” were read as a reference to a trust company and as if the reference in that section to “another body corporate” or “other body corporate” were read as a reference to a bank within the meaning of section 2 of the Banking Ordinance (Cap. 155). (Added 23 of 1975 s. 6. Amended 49 of 1995 s. 53; 28 of 2012 ss. 912 & 920)

There shall be paid by every trust company to the Registrar of Companies, in respect of the matters mentioned in Schedule 1, the several fees specified therein. (Amended 48 of 1968 s. 5)

All such fees shall be paid by the Registrar of Companies into the Treasury.

It shall be lawful for the Chief Executive from time to time, by notification in the Gazette, to add to or alter Schedule 1. (Amended 48 of 1968 s. 5; 72 of 1973 s. 2; 18 of 1999 s. 3)

Notwithstanding the foregoing, any company lawfully carrying on banking business in Hong Kong and having a capital (in stock or shares) for the time being issued of not less than $4,000,000 (of which not less than $1,600,000 shall have been paid up in cash) may with the consent of the Chief Executive be registered as a trust company: Provided that the Chief Executive shall not give such consent unless he is satisfied that the extent and nature of the company’s business in Hong Kong is sufficient to justify such special registration. (Amended 9 of 1993 s. 7)

Consent of the Chief Executive under subsection (1) shall be notified to the Registrar of Companies who shall register the company in the register prescribed by section 79, issue to it a certificate that the company is registered as a trust company, and publish notice thereof in the Gazette for 4 consecutive weeks next following such issue.

The provisions of sections 77, 78, 80, 81, 91, 92, 93, 96 and 100 shall not apply to such company or to such registration, but subject to such exceptions and to the provisions of the succeeding section the said company shall be invested with all the powers, privileges and immunities and shall be subject to all the liabilities imposed by this Part.