Cap. 50

An Ordinance to establish the Hong Kong Institute of Certified Public Accountants; to provide for its functions of registering certified public accountants and setting professional requirements for them; and to provide for related matters. (Replaced 41 of 2021 s. 106) [1 January 1973] L.N. 267 of 1972(Format changes—E.R. 3 of 2021) Part I Preliminary 1. Short title This Ordinance may be cited as the Professional Accountants Ordinance. 2. Interpretation (1) In this Ordinance, unless the context otherwise requires— (Amended 10 of 2005 s. 48)2021 Amending Ordinance (《2021年修訂條例》) means the Financial Reporting Council (Amendment) Ordinance 2021 (41 of 2021); (Added 41 of 2021 s. 107)2021 Ordinance commencement date (《2021年條例》生效日期) means the day on which section 3 of the 2021 Amending Ordinance comes into operation^; (Added 41 of 2021 s. 107)AFRC (會財局) means the Accounting and Financial Reporting Council continued under section 6 of the AFRC Ordinance; (Added 41 of 2021 s. 107)AFRC Ordinance (《會財局條例》) means the Accounting and Financial Reporting Council Ordinance (Cap. 588); (Added 41 of 2021 s. 107)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 (會計師) means a person registered as a certified public accountant by virtue of section 22; (Replaced 23 of 2004 s. 3)certified public accountant (practising) (執業會計師) has the meaning given by section 2(1) of the AFRC Ordinance; (Added 41 of 2021 s. 107)co-opted member (增選理事) means a member of the Council co-opted under section 10(4); (Added 96 of 1994 s. 2)corporate practice (執業法團) has the meaning given by section 2(1) of the AFRC Ordinance; (Added 41 of 2021 s. 107)Council (理事會) means the Council of the Institute established under section 10; (Amended 23 of 2004 s. 54)Disciplinary Committee (紀律委員會) means a Disciplinary Committee constituted under section 33(3) of the pre-amended Ordinance; (Replaced 96 of 1994 s. 2. Amended 41 of 2021 s. 107)elected member (當選理事) means a certified public accountant who becomes an elected member of the Council under section 13; (Amended 9 of 2022 s. 3)election AGM (選舉周年大會) means an annual general meeting of the Institute at which an election of elected members is held; (Added 9 of 2022 s. 3)Institute (公會) means the Hong Kong Institute of Certified Public Accountants (香港會計師公會) incorporated by section 3; (Added 23 of 2004 s. 3) lay person (業外人士) 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) practising certificate (執業證書) has the meaning given by section 2(1) of the AFRC Ordinance; (Added 41 of 2021 s. 107)pre-amended Ordinance (《原有本條例》) means this Ordinance as in force immediately before the 2021 Ordinance commencement date; (Added 41 of 2021 s. 107)President (會長) means the President of the Institute elected under section 4 and any person acting as President; (Amended 23 of 2004 s. 54)professional accountant (專業會計師) means a person registered as a professional accountant before the relevant day; (Replaced 23 of 2004 s. 3)professional indemnity insurance (專業彌償保險) 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 (專業標準) means any— (a) statement of professional ethics; or (b) standards of accounting, auditing and assurance practices, (Amended 23 of 2004 s. 3) issued or specified or deemed to be issued or specified under section 18A; (Added 14 of 1992 s. 2) public accountant (註冊核數師) 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 (註冊紀錄冊) means the register of certified public accountants kept under section 22; (Amended 23 of 2004 s. 54)registered address (註冊地址) means any address of a certified public accountant which is entered in the register under section 22(2); (Amended 23 of 2004 s. 54)Registrar (註冊主任) means the Registrar appointed under section 21;relevant day (有關日期) 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) (已廢除的第24(2)條) means section 24(2) of this Ordinance repealed by the Professional Accountants (Amendment) Ordinance 2004 (23 of 2004); (Added 23 of 2004 s. 3)Vice-President (副會長) means a Vice-President of the Institute elected under section 4 and any person acting as Vice-President. (Amended 23 of 2004 s. 54; 9 of 2022 s. 3)(Amended 8 of 1993 s. 8; 96 of 1994 s. 2; 23 of 2004 s. 3; 41 of 2021 s. 107; 9 of 2022 s. 3)(2) For the purposes of section 27(4)(b), an appeal to the Court of Appeal shall be deemed to be finally determined when the earliest of the following events occurs, whichever is applicable in the circumstances— (Amended 41 of 2021 s. 107)(a) when the appeal to the Court of Appeal is withdrawn or abandoned;(b) when the specified period expires without an application for leave to appeal having been made to the Court of Appeal;(c) if, before the expiry of the specified period, an application for leave to appeal is made to the Court of Appeal—(i) when the application is withdrawn or abandoned;(ii) if the application is refused, when the specified period expires without an application for leave to appeal having been made to the Court of Final Appeal; or(iii) if the application is granted, when the appeal to the Court of Final Appeal is withdrawn, abandoned or disposed of; or(d) if, before the expiry of the specified period, an application for leave to appeal is made to the Court of Final Appeal—(i) when the application is withdrawn, abandoned or refused; or(ii) if the application is granted, when the appeal to the Court of Final Appeal is withdrawn, abandoned or disposed of. (Added 10 of 2005 s. 48)(3) In subsection (2)—application for leave to appeal (上訴許可申請) means an application made to the Court of Appeal or the Court of Final Appeal under section 24 of the Hong Kong Court of Final Appeal Ordinance (Cap. 484) for leave to appeal to the Court of Final Appeal from a judgment of the Court of Appeal; specified period (指明限期)— (a) in the case of an application for leave to appeal made to the Court of Appeal, means—(i) subject to subparagraph (ii), the period of 28 days within which the notice of motion referred to in section 24(2) of the Hong Kong Court of Final Appeal Ordinance (Cap. 484) is required to be filed; or(ii) if, on an application made within the 28-day period referred to in subparagraph (i), the Court of Appeal extends that period, the period as so extended; or (b) in the case of an application for leave to appeal made to the Court of Final Appeal, means—(i) subject to subparagraph (ii), the period of 28 days within which the notice of motion referred to in section 24(4) of the Hong Kong Court of Final Appeal Ordinance (Cap. 484) is required to be filed; or(ii) if, on an application made within the 28-day period referred to in subparagraph (i), the Court of Final Appeal extends that period, the period as so extended. (Added 10 of 2005 s. 48) Editorial Note: * Operation date: 8 September 2004. ^ Operation date: 1 October 2022. Part II The Hong Kong Institute of Certified Public Accountants (Amended 23 of 2004 s. 4)(Format changes—E.R. 1 of 2013) 3. Incorporation of Institute 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 (香港會計師公會) before the relevant day, and the Hong Kong Institute of Certified Public Accountants (香港會計師公會) 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. 4. President and Vice-Presidents (Amended 9 of 2022 s. 4)(1) There are to be a President and 2 Vice-Presidents of the Institute, who are to be elected by the Council from elected members who become candidates as described in section 1 of Schedule 1. (Replaced 9 of 2022 s. 4)(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 is deemed to occur when a person is temporarily unable to attend to the business of the Council. (Amended 9 of 2022 s. 4)(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) 5. 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) 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) 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; (Amended 85 of 1995 s. 3; 23 of 2004 ss. 7 & 54; 41 of 2021 s. 108)(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) (Repealed 41 of 2021 s. 108)(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. 7A. Power of Institute to make contributions to AFRC (Amended 41 of 2021 s. 109)The Institute may contribute to the AFRC such amount, as the Institute considers appropriate, of the costs and expenses reasonably incurred by the AFRC for the performance of the AFRC’s functions.(Added 18 of 2006 s. 69. Amended 41 of 2021 s. 109) 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) (Repealed 41 of 2021 s. 110)(b) (Repealed 22 of 1977 s. 3)(c) regulating meetings of the Institute and the Council;(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)(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;(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) subject to sections 4(1) and 13(2), providing for the procedure for the nomination and election of the President, Vice-Presidents and elected members; (Replaced 9 of 2022 s. 5)(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.(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)(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 s. 8)(4) (Repealed 32 of 2000 s. 48)(Amended 23 of 2004 s. 54) 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 is to be held once in every calendar year, and not more than 15 months after the holding of the last annual general meeting. (Amended 9 of 2022 s. 6)(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 or 27. (Amended 23 of 2004 s. 9; 41 of 2021 s. 111)(Amended 23 of 2004 s. 54) Editorial Note: * Commencement date: 1 January 1973. Part III The Council of the Institute (Amended 23 of 2004 s. 54) 10. Establishment and composition of the Council (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) who become elected members under section 13, each of whom must on the day of the relevant election AGM 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; 9 of 2022 s. 7)(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) a person who is the immediate past President, but is not an elected member; and (Replaced 9 of 2022 s. 7)(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)(2B) A person who becomes a member of the Council pursuant to subsection (2)(d) is to hold office as a member of the Council from the time when the person so becomes a member of the Council until the conclusion of the next annual general meeting of the Institute. (Added 9 of 2022 s. 7)(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) For the purposes of subsections (2)(c) and (4), a person is regarded as ordinarily resident in Hong Kong if the person has been present in Hong Kong for not less than 180 days in the preceding 12 months. (Replaced 41 of 2021 s. 112)(6) In subsection (2)(d)—immediate past President (去屆會長) means a person who ceases to be President at the conclusion of the last annual general meeting of the Institute in accordance with section 4(2). (Added 9 of 2022 s. 7)(Amended 23 of 2004 s. 10) 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 s. 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) 12. Compulsory retirement of elected members (1) An elected member is to retire from office immediately before the conclusion of the first election AGM held after the elected member becomes such a member. (Replaced 9 of 2022 s. 8)(1A) (Repealed 9 of 2022 s. 8)(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) 13. Election of certified public accountants as elected members (1) An election of elected members (general election) is to be held every other calendar year at an election AGM.(2) Subject to subsections (3) and (5), elected members are to be elected from certified public accountants who are on the day of the election AGM ordinarily resident in Hong Kong and who become candidates as described in section 2 of Schedule 1.(3) Each candidate who is an eligible past Vice-President (if any) is deemed to have been elected and becomes an elected member at the conclusion of the election AGM.(4) Subsection (3) does not apply to a candidate if the candidate became an elected member at the conclusion of the last election AGM under that subsection.(5) If the number of candidates who are not an eligible past Vice-President—(a) exceeds the number of vacancies for elected members that are not filled under subsection (3), the election for those vacancies must be determined by ballot, and the candidates so elected become elected members at the conclusion of the election AGM;(b) equals the number of vacancies for elected members that are not filled under subsection (3), those candidates are deemed to have been elected and become elected members at the conclusion of the election AGM; or(c) is less than the number of vacancies for elected members that are not filled under subsection (3)—(i) those candidates are deemed to have been elected and become elected members at the conclusion of the election AGM; and (ii) the Chief Executive may appoint a certified public accountant to fill such a vacancy remaining unfilled at the conclusion of the election AGM, and the accountant becomes an elected member on the appointment.(6) In this section—eligible past Vice-President (合資格前副會長), in relation to the general election held at an election AGM, means— (a) a candidate who—(i) was elected as a Vice-President at the first meeting of the Council held after the last annual general meeting of the Institute; and(ii) has held that office for the whole period from the date of the election as a Vice-President until immediately before the general election; or(b) a candidate who—(i) was elected as a Vice-President at the first meeting of the Council held after the last election AGM;(ii) has held that office for the whole period from the date of the election as a Vice-President until the conclusion of the last annual general meeting of the Institute; and(iii) is still an elected member immediately before the general election. (Replaced 9 of 2022 s. 9) 13A. Transitional arrangements in relation to Professional Accountants (Amendment) Ordinance 2022 (9 of 2022) (1) For the purposes of section 13(1), the first election of elected members after 1 November 2022 (first general election) is to be held at the annual general meeting of the Institute held in 2023 (2023 AGM).(2) A certified public accountant who holds office as an elected member at the beginning of 1 November 2022 is to retire from office immediately before the conclusion of the 2023 AGM, unless the accountant is deemed by virtue of section 15(1) to have vacated office as a member of the Council.(3) If, but for this subsection, the President and Vice-Presidents would have held office until the conclusion of the annual general meeting of the Institute held in 2022 in accordance with section 4(2), they are to hold office until the conclusion of the 2023 AGM, 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.(4) Despite the definition of eligible past Vice-President in section 13(6), in relation to the first general election, the reference to eligible past Vice-President in section 13 is a reference to a candidate who—(a) was elected as a Vice-President at the first meeting of the Council held after the annual general meeting of the Institute held in 2021; and(b) has held that office for the whole period from the date of the election as a Vice-President until immediately before the first general election.(Added 9 of 2022 s. 10) 14. 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 subparagraph (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) 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), under section 35(1)(a) of the pre-amended Ordinance or under section 37CA(4) of the AFRC Ordinance; or (Amended 80 of 1997 s. 102; 23 of 2004 s. 13; 41 of 2021 s. 113)(f) in the case of an elected member he ceases to belong to the class of which he was a member under subparagraph (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) A person who becomes a member of the Council pursuant to section 10(2)(d) is deemed to have vacated office as a member of the Council under a circumstance set out in subsection (1)(a), (b), (c), (d) or (e), but no vacancy is to arise on the vacation of office. (Replaced 9 of 2022 s. 11)(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) 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 (財政年度) 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 (財務報表撮要) 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) 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.(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.(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.(Amended 23 of 2004 s. 54) 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;(aa) fix registration and other fees, including those payable by certified public accountants, or a class or description of members of the Institute as may be specified by the Institute, to the Institute for the purpose of the contribution under section 7A; (Added 22 of 1977 s. 4. Amended 18 of 2006 s. 70; 41 of 2021 s. 114)(b) appoint such employees and agents as it deems necessary;(c) appoint the bankers of the Institute;(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;(f) invest moneys of the Institute;(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)(j) institute, conduct, defend, compound or abandon any legal proceedings by or against the Institute or its officers 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;(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;(l) make and give receipts, releases and other discharges for moneys payable to and for claims and demands of the Institute;(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.(1A) For the purposes of subsection (1)(aa), the Council may, in order to provide for particular circumstances or cases, fix different fees for the same matter, service or facility. (Added 18 of 2006 s. 70)(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) 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,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,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. Amended 23 of 2004 s. 15) Editorial Note: * Operation date: 3 April 1992. 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;(b) requiring a certified public accountant to deliver up to the Institute any certificate of registration in the possession, custody or control of the certified public accountant if the registration to which the certificate relates has ceased to be valid. (Amended 41 of 2021 s. 115)(c) (Repealed 41 of 2021 s. 115)(1A) (Repealed 41 of 2021 s. 115)(2) A direction given under this section shall be a direction lawfully given by the Council for the purposes of sections 3B(1)(f)(i) and 4(2)(a)(vi), (3)(b), (4)(b) and (5)(g) of the AFRC Ordinance. (Amended 41 of 2021 s. 115)(3) The Council may prescribe penalties of an amount not exceeding $50,000 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) (Repealed 41 of 2021 s. 115)(Added 23 of 2004 s. 16) 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) 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) Part IV Registration of Certified Public Accountants (Amended 23 of 2004 s. 54) 21. Appointment of Registrar and notification to Registrar of Companies (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) 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 must— (Amended 41 of 2021 s. 116)(a) contain the following— (Amended 41 of 2021 s. 116)(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). (Amended 41 of 2021 s. 116)(b) (Repealed 41 of 2021 s. 116)(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; (Amended 85 of 1995 s. 5; 41 of 2021 s. 116)(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 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. Amended 41 of 2021 s. 116)(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) Editorial Note: * Commencement date: 2 August 1996. 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. 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)(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 s. 18)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)(Amended 23 of 2004 s. 54) 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. 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. 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. (Amended 41 of 2021 s. 117)(b) (Repealed 41 of 2021 s. 117)(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)(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 s. 20)(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 made to the Court of Appeal against the order under section 41, before the appeal is finally determined. (Amended 10 of 2005 s. 49)(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)(6) If the name of a certified public accountant is removed from the register under this section, under section 35(1)(a) of the pre-amended Ordinance or under section 37CA(4) of the AFRC Ordinance— (Amended 23 of 2004 s. 54; 41 of 2021 s. 117)(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(b) no refund of the registration fee or any part thereof shall be made.(Amended 23 of 2004 s. 54) 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; (Amended 23 of 2004 s. 21; 41 of 2021 s. 118)(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; and (Added 23 of 2004 s. 21. Amended 41 of 2021 s. 118)(d) must not be granted unless the Council is satisfied that the applicant is a fit and proper person to be a certified public accountant. (Added 41 of 2021 s. 118) 28A. (Repealed 41 of 2021 s. 119) 28B. (Repealed 41 of 2021 s. 119) 28C. (Repealed 41 of 2021 s. 119) 28D. (Repealed 41 of 2021 s. 119) 28E. (Repealed 41 of 2021 s. 119) 28F. (Repealed 41 of 2021 s. 119) 28G. (Repealed 41 of 2021 s. 119) 28H. (Repealed 41 of 2021 s. 119) 29. (Repealed 41 of 2021 s. 119) 29A. (Repealed 41 of 2021 s. 119) 29B. (Repealed 96 of 1994 s. 15) 30. (Repealed 41 of 2021 s. 119) 31. (Repealed 41 of 2021 s. 119) 32. Evidence related to register (Amended 23 of 2004 s. 31; 41 of 2021 s. 120)(1)-(3) (Repealed 41 of 2021 s. 120)(4) A certificate purporting to be signed by the Registrar that the name of a person has or has not been entered in or has been removed from the register, shall be evidence of the facts stated therein. (Amended 41 of 2021 s. 120)(Amended 85 of 1995 s. 11) Part IVA (Repealed 41 of 2021 s. 121) 32A. (Repealed 41 of 2021 s. 121) 32B. (Repealed 41 of 2021 s. 121) 32BA. (Repealed 41 of 2021 s. 121) 32C. (Repealed 41 of 2021 s. 121) 32D. (Repealed 41 of 2021 s. 121) 32E. (Repealed 41 of 2021 s. 121) 32F. (Repealed 41 of 2021 s. 121) 32G. (Repealed 41 of 2021 s. 121) 32H. (Repealed 41 of 2021 s. 121) 32I. (Repealed 41 of 2021 s. 121) Part V Appeals (Replaced 41 of 2021 s. 122) 33. (Repealed 41 of 2021 s. 123) 33A. (Repealed 85 of 1995 s. 15) 33B. (Repealed 41 of 2021 s. 123) 34. (Repealed 41 of 2021 s. 123) 35. (Repealed 41 of 2021 s. 123) 35A. (Repealed 41 of 2021 s. 123) 35B. (Repealed 41 of 2021 s. 123) 36. (Repealed 41 of 2021 s. 123) 37. (Repealed 41 of 2021 s. 123) 38. (Repealed 41 of 2021 s. 123) 39. (Repealed 41 of 2021 s. 123) 40. (Repealed 41 of 2021 s. 123) 41. Appeals (1) An appeal shall lie to the Court of Appeal by—(a) any person whose application for registration has been rejected by an order under section 26(1);(b) a certified public accountant— (Amended 23 of 2004 s. 54)(i) whose name the Council has ordered under section 27(1)(a)(iii) or (iv) to be removed from the register, (Amended 85 of 1995 s. 18)(ii)-(iii) (Repealed 41 of 2021 s. 124)(c) (Repealed 41 of 2021 s. 124)and the Court of Appeal may confirm, vary or reverse the order appealed against.(2) (Repealed 10 of 2005 s. 47)(3) In any such appeal the Court of Appeal may exercise such powers as are vested in it by the High Court Ordinance (Cap. 4) and the practice and procedure shall be in accordance with rules of court made under that Ordinance: (Amended 25 of 1998 s. 2) Provided that the Court of Appeal shall not hear any such appeal unless notice of the appeal has been given by the appellant within 30 days after service upon him of— (a) a copy of an order under section 26(1); or (b) a copy of an order under section 27(1)(a)(iii) or (iv). (Amended 14 of 1985 s. 12; 85 of 1995 s. 18) (bb) (Repealed 41 of 2021 s. 124) (c)-(d) (Repealed 41 of 2021 s. 124) (Amended 23 of 2004 s. 42; 41 of 2021 s. 124) 41A. (Repealed 41 of 2021 s. 125) 41B. (Repealed 41 of 2021 s. 125) Part VA (Repealed 41 of 2021 s. 126) 42A. (Repealed 41 of 2021 s. 126) 42B. (Repealed 41 of 2021 s. 126) 42C. (Repealed 41 of 2021 s. 126) 42CA. (Repealed 41 of 2021 s. 126) 42D. (Repealed 41 of 2021 s. 126) 42E. (Repealed 41 of 2021 s. 126) 42F. (Repealed 41 of 2021 s. 126) 42G. (Repealed 41 of 2021 s. 126) 42H. (Repealed 41 of 2021 s. 126) Part VI Offences 42. Offences and penalties (1) Subject to this section, any person who—(a) being summoned to attend as a witness or to produce a document or other thing under section 36(1)(b) of the pre-amended Ordinance, refuses or fails to do so or to answer any question put to him by the Disciplinary Committee; (Amended 14 of 1985 s. 13; 41 of 2021 s. 127)(b) fraudulently procures himself or any other person to be registered by means of any misleading, false or fraudulent representation or statement, either oral or in writing;(c) makes or causes to be made any falsification in the register or in any matter relating to the register;(d) personates or represents himself as being the person referred to in any certificate or document presented to the Council or the Disciplinary Committee;(e) (Repealed 41 of 2021 s. 127)(f) falsely takes or uses any name, initials, title, addition or description implying that he is qualified to be registered as a certified public accountant; (Amended 23 of 2004 ss. 49 & 54; 41 of 2021 s. 127)(g) (Repealed 41 of 2021 s. 127)(h) not being a certified public accountant—(i) knowingly permits the use of or uses in connection with his business, trade, calling or profession the description “professional accountant”, “certified public accountant” or “certified accountant”, or the characters “專業會計師”, “會計師” or “註冊會計師”, or any written words, initials or abbreviations of words intended to cause, or which may reasonably cause, any person to believe that the person using the same is a certified public accountant; or(ii) uses after or in conjunction with his name the initials “CPA”; (Replaced 23 of 2004 s. 49)(ha) (Repealed 41 of 2021 s. 127)(i) (Repealed 41 of 2021 s. 127)(ia) being a certified public accountant who does not hold a practising certificate, carries on a business, trade or profession in a name or style—(i) otherwise than his own name without any addition as registered under section 22(2); and(ii) which includes the description “certified public accountant”, the initials “CPA” or the characters “會計師”, (Added 23 of 2004 s. 49. Amended 41 of 2021 s. 127)(j)-(l) (Repealed 41 of 2021 s. 127)shall be guilty of an offence and shall be liable on conviction to a fine at level 4 and to imprisonment for 12 months. (Amended 41 of 2021 s. 127)(2) Subsection (1) shall not apply in relation to the use by any member of any body or institute of accountants outside Hong Kong, not being a certified public accountant, of any description or initials which he is entitled to use under the constitution of that body or institute if by such use he does not represent that he is a certified public accountant or is entitled to practise as a certified public accountant (practising). (Amended 23 of 1998 s. 2; 23 of 2004 ss. 49 & 54)(3) No person shall be required to answer any question or produce any document or other thing which, in the opinion of the Disciplinary Committee, may tend to incriminate him; and a witness shall, in respect of any evidence given by him before the Disciplinary Committee, be entitled to the same privileges to which he would be entitled if he were giving evidence before a court.(4) (Repealed 41 of 2021 s. 127)(5) (Repealed 15 of 2013 s. 4)(6) To avoid doubt—(a) subsections (1)(a) and (d) and (3) apply in relation to a complaint that is dealt with by a Disciplinary Committee because of the regulations made under Part 8 of the AFRC Ordinance;(b) without limiting the application of the 2021 Amending Ordinance on and after the 2021 Ordinance commencement date, subsection (1)(b) and (c) applies in relation to any act done by a person before that date despite any amendments effected by the 2021 Amending Ordinance; and(c) nothing in this subsection limits the application of section 23 of the Interpretation and General Clauses Ordinance (Cap. 1). (Added 41 of 2021 s. 127) Part VII Miscellaneous 43. (Repealed 23 of 2004 s. 50) 44. Ordinance not to apply to public officers in connexion with their duties This Ordinance shall not apply to the Director of Audit or to any other public officer in connexion with his duties as such. 45. (Repealed 41 of 2021 s. 128) 46. Fees payable to Registrar of Companies There shall be paid to the Registrar of Companies for the registration of any document required by this Ordinance to be registered or to be delivered, sent or forwarded to the Registrar of Companies such fees as the Chief Executive may prescribe by notice in the Gazette.(Amended 8 of 1993 s. 4; 31 of 1999 s. 3) 47. (Repealed 96 of 1994 s. 30) 48. Omission to give notice of meetings The omission to give notice of any meeting of the Council or any general meeting of the Institute, or the failure by a member of the Council or a certified public accountant to receive such a notice shall not invalidate the proceedings at the meeting or any resolution passed thereat.(Amended 23 of 2004 s. 54) 49. Resignation from the Institute (Amended 23 of 2004 s. 54)(1) A certified public accountant may, by notice in writing under his hand, tender to the Council his resignation from the Institute.(2) The resignation shall take effect upon the deletion from the register, with the approval of the Council, of the certified public accountant’s name.(3) The Council may refuse to accept the resignation of a certified public accountant if— (Amended 23 of 2004 s. 54)(a) it has reason to believe that such accountant has been guilty of conduct, or that circumstances exist, which could justify the revocation or suspension of the accountant’s registration under section 37CA(2)(d) of the AFRC Ordinance;(b) it is aware that— (Amended 41 of 2021 s. 129)(i) a complaint concerning the accountant has been submitted and is before the Council or a Disciplinary Committee because of the regulations made under Part 8 of the AFRC Ordinance; or(ii) a sanction may be imposed on the accountant under section 37CA of the AFRC Ordinance; or(c) the certified public accountant is indebted to the Institute. (Amended 41 of 2021 s. 129)(Amended 23 of 2004 s. 54) 50. (Repealed 41 of 2021 s. 130) 51. Power of Council to make rules (1) The Council may make rules—(a) specifying provisions to be included in the articles of association of companies applying for registration, or registered, under the AFRC Ordinance; (Amended 28 of 2012 ss. 912 & 920; 41 of 2021 s. 131)(b) specifying all or any of the terms on which insurance policies to which this section applies are to be provided including terms as to run-offs;(c) specifying the following amounts in Hong Kong dollars, namely, the minimum cover as regards any particular claim by way of professional indemnity on foot of insurance policies to which this section applies and the minimum aggregate cover provided as regards a specified period by way of such indemnity;(d) specifying 1 or more formulae or a scheme by the use of or by reference to which an amount, being such minimum cover or minimum aggregate cover, is to be calculated or otherwise ascertained;(e) enabling professional indemnity insurance to be effected by means of a policy covering all or any 1 or more of the following—(i) every certified public accountant for the time being; (Amended 23 of 2004 s. 54)(ii) every firm for the time being of certified public accountants (practising); (Amended 23 of 2004 s. 52)(iii) (Repealed 23 of 2004 s. 52)(iv) every corporate practice for the time being;(v) all such accountants, firms or practices as are of a class or description specified in the rules; and (Amended 41 of 2021 s. 131)(f) (Repealed 41 of 2021 s. 131)(g) providing for matters incidental or supplementary to any matter mentioned in the foregoing paragraphs.(2) Rules under this section may also relate to all companies described in subsection (1)(a) or all insurance policies to which this section applies or to such companies or policies as are of a class or description specified in the rules.(3) This section applies to insurance policies of professional indemnity insurance which are, or are proposed to be, effected, whether wholly or partly, for the purposes of section 20AAZY of the AFRC Ordinance. (Amended 41 of 2021 s. 131)(4) For the avoidance of doubt, it is hereby declared that section 34 of the Interpretation and General Clauses Ordinance (Cap. 1) does not apply to rules made under this section. (Added 23 of 2004 s. 52)(Added 85 of 1995 s. 23) 52. Council may delegate (1) The Council may delegate to any person or to a committee of the Council any of the powers or duties granted to or imposed on the Council under— (Amended 3 of 2019 s. 90)(a) this Ordinance (except section 51); or(b) the AFRC Ordinance. (Amended 3 of 2019 s. 90; 41 of 2021 s. 132)(2) Where the Council makes a delegation under subsection (1) it may at the same time authorize the person or committee to whom the delegation is made to sub-delegate the power delegated and such authorization may contain restrictions or conditions as regards the exercise of the power to sub-delegate under the authorization.(Added 23 of 2004 s. 53) 53. Immunity for the members of the Council, etc. No personal liability shall be incurred by any of the members of the Council, the Registrar or any officer or employee of the Institute or any person to whom any powers or duties of the Council is delegated in respect of any act done or any omission made by him in good faith in the performance or exercise or purported performance or exercise of any function or power under this Ordinance.(Added 23 of 2004 s. 53) 54. Secretary for Financial Services and the Treasury may amend Schedule 1 The Secretary for Financial Services and the Treasury may, by notice published in the Gazette, amend Schedule 1.(Added 9 of 2022 s. 12) Schedule 1 [ss. 4, 13 & 54]Candidates 1. Candidates for election as President and Vice-Presidents An elected member only becomes a candidate for election as President or a Vice-President of the Institute if—(a) the elected member is nominated in the following way—(i) the elected member is proposed by 1 member of the Council; and(ii) the proposal is seconded by another member of the Council; and(b) the elected member is willing to serve as President or a Vice-President if elected. 2. Candidates for election as elected members A certified public accountant only becomes a candidate for election as an elected member of the Council if—(a) the accountant is nominated in the following way—(i) the accountant is proposed by 1 certified public accountant; and(ii) the proposal is seconded by another 9 certified public accountants and 2 members of the Advisory Committee referred to in section 13A(1)(d) of Schedule 2 to the Accounting and Financial Reporting Council Ordinance (Cap. 588); and (b) the accountant is willing to serve as an elected member if elected.(Schedule 1 added 9 of 2022 s. 12) Schedule (Repealed 96 of 1994 s. 31)