Conveyancing in Hong Kong: Mortgage and Title Checks

Unless the contract expresses a contrary intention, a purchaser may require the vendor to produce only the Government lease and proof of title extending not less than 15 years before the date of the contract and commencing with an assignment, a mortgage by assignment or a legal charge dealing with the whole estate and interest in the land (that root may be older than 15 years; if the Government lease was granted within those 15 years, from the grant), together with the documents listed in section 13(1)(b) and (c) — so section 13(1) of the Conveyancing and Property Ordinance (Cap. 219) does not ordinarily require title "all the way back to the Government lease". Where the contract incorporates Part A of the Second Schedule, requisitions on title must be delivered in writing to the vendor's solicitor as soon as practicable and in any event not later than 14 days before completion; the Land Registry registers instruments, not title, and registration does not guarantee title. A mortgage of a legal estate can be made only by a deed expressed to be a legal charge, and under the statutory default terms in paragraph 11 of the Fourth Schedule a bank's powers such as sale may be exercised only once a notice demanding the mortgage money has gone unpaid for a month after service, interest has been in arrear for a month, or a provision of the mortgage other than the covenant to pay the mortgage money and interest has been breached — but section 51(4) allows the mortgage deed to vary or extend those powers and provisions, so check the mortgage you signed.

This article is written from the current text of twelve instruments: the Conveyancing and Property Ordinance (Cap. 219), the Land Registration Ordinance (Cap. 128), the Buildings Ordinance (Cap. 123), the Town Planning Ordinance (Cap. 131), the New Territories Leases (Extension) Ordinance (Cap. 150), the Solicitors' Practice Rules (Cap. 159 sub. leg. H), the Building Management Ordinance (Cap. 344), the Government Rent (Assessment and Collection) Ordinance (Cap. 515), the Land (Compulsory Sale for Redevelopment) Ordinance (Cap. 545), the Residential Properties (First-hand Sales) Ordinance (Cap. 621), the Stamp Duty Ordinance (Cap. 117) and the Extension of Government Leases Ordinance (Cap. 648). The version-in-force date of each is given in Sources.

Introduction

The familiar account of title investigation is that the solicitor starts at the original Government grant and works forward through every transfer to the present seller. That is not what the Ordinance says. The right Cap. 219 section 13(1) gives a purchaser is bounded: proof of title ordinarily runs from a qualifying root document dated not less than 15 years before the contract, not from the original Government grant.

That edge shapes the whole transaction: what the vendor must produce, what the purchaser may requisition, what happens if the requisition is late, what the lender is looking at, and what can be pursued after completion.

Fees, rates and timetables are not the subject here — for stamp duty see stamp-duty-property-hong-kong, and for the process as a whole see buying-property-hong-kong-solicitor. What follows is what the Ordinances themselves say.

1. How far back title must be proved: Cap. 219 section 13

15 years, not "all the way back to the Government lease"

Cap. 219 section 13(1) in full:

"Unless the contrary intention is expressed, a purchaser of land shall be entitled to require from the vendor, as proof of title to that land, only production of the Government lease relating to the land sold and— (a)proof of title to that land—(i)where the grant of the Government lease was less than 15 years before the contract of sale of that land, extending for the period since that grant; or (ii)in any other case, extending not less than 15 years before the contract of sale of that land commencing with an assignment, a mortgage by assignment or a legal charge, each dealing with the whole estate and interest in that land; (b)production of any document referred to in the assignment, mortgage or charge mentioned in paragraph (a) creating or disposing of an interest, power or obligation, which is not shown to have ceased or expired and subject to which any part of that land is disposed of; and(c)production of any power of attorney under which any document produced is executed where that document was executed less than 15 years before the contract of sale of that land."

Note the words "shall be entitled to require". The subsection is not a floor describing the vendor's minimum duty. It is a ceiling on what the purchaser may demand: the Government lease, plus limbs (a), (b) and (c).

Limb (a) splits in two. The first case is a recent grant —

"(i)where the grant of the Government lease was less than 15 years before the contract of sale of that land, extending for the period since that grant; or"

The second covers most Hong Kong homes —

"(ii)in any other case, extending not less than 15 years before the contract of sale of that land commencing with an assignment, a mortgage by assignment or a legal charge, each dealing with the whole estate and interest in that land;"

This is the root of title. The period runs not less than 15 years before the contract of sale, and the document at the root must be an assignment, a mortgage by assignment, or a legal charge — each dealing with the whole estate and interest in the land.

So if a 1978 assignment is the nearest document that predates the 15-year line, that assignment is the root. Everything before it the vendor is not obliged to prove and the purchaser is not entitled to require. "Back to the Government lease" is not what section 13 provides: the Government lease itself must be produced, but the transfers between it and the root fall outside section 13(1).

Limbs (b) and (c) attach to the root:

"(b)production of any document referred to in the assignment, mortgage or charge mentioned in paragraph (a) creating or disposing of an interest, power or obligation, which is not shown to have ceased or expired and subject to which any part of that land is disposed of; and"

"(c)production of any power of attorney under which any document produced is executed where that document was executed less than 15 years before the contract of sale of that land."

"Unless the contrary intention is expressed" — six words that move the whole thing

Section 13(1) opens with them. Section 13 can therefore be altered by the contract. An agreement may require a longer period, or a shorter one. When a purchaser reads the agreement, section 13 is the default, not the floor.

Section 13(5) adds a separate boundary in time:

"This section affects only the rights and obligations of the parties to a contract for the sale of land entered into after the commencement* of this section."

Copies, recitals and presumptions: sections 13(2) to (4A)

Originals are not always required. Section 13(2):

"Where this section requires the production of any document, it shall be sufficient to produce a copy—(a)attested, before 1 November 1984, by 2 solicitors’ clerks; or(b)certified by a public officer or a solicitor,to be a true copy."

What lies behind the root is handled by presumption, not by investigation. Section 13(3):

"Subject to subsection (1), where any document produced as proof of title to any land contains a recital of any document dated or made before the date from which a vendor is required to prove title, the purchaser of that land shall assume, unless the contrary is proved, that—(a)the recital is correct;(b)the recital gives all the material contents of the document recited; and(c)the document recited was duly executed and perfected."

Section 13(4) takes it further:

"A recital, statement, and description of any fact, matter or party contained in any document of title, mortgage, declaration or power of attorney relating to any land and dated or made not less than 15 years before the contract of sale of that land shall, for the purposes of any question as to proof of title concerning the parties to that contract and unless the contrary is proved, be sufficient evidence of the truth of that recital, statement and description."

Section 13(4A) deals with powers of attorney:

"Where any document is or has been produced by a vendor as proof of title to any land and that document purports to have been executed, not less than 15 years before the contract of sale of that land, under a power of attorney, it shall for the purposes of any question as to the title to that land be conclusively presumed—(a)as between the parties to that contract; and(b)in favour of the purchaser under that contract as against any other person,that the power of attorney—(i)was validly executed;(ii)was in force at the time of the execution of that document; and(iii)validly authorized the execution of that document."

Deeds executed by corporations have a parallel provision, section 23A(2):

"Where any deed is or has been produced by a vendor as proof of title to any land and that deed purports to have been executed by a corporation aggregate not less than 15 years before the contract of sale of that land, it shall for the purposes of any question as to the title to that land be conclusively presumed—(a)as between the parties to that contract; and(b)in favour of the purchaser under that contract as against any other person,that the deed was validly executed."

Section 23A(1) deals with a different layer — the attestation of a deed executed by a corporation aggregate — and that presumption is rebuttable:

"A deed purporting to be—(a)executed prior to the commencement* of section 9 of the Law Amendment and Reform (Miscellaneous Provisions) Ordinance 2003 (14 of 2003) by or on behalf of a corporation aggregate; and(b)attested by a signatory or more than one signatory, where the signatory or each of the signatories, if more than one, is a person who could have been authorized under the articles of association or other instruments of the corporation,shall, until the contrary is proved, be presumed for the purposes of proof of title to any land to have been duly executed by the purported signatory or signatories, as the case may be, with the authority conferred by the articles of association or other instruments of the corporation, whether or not the source of the authority or the means by which such authority was purportedly conferred is apparent from the deed."

And the whole of section 23A carries a limit of application, in section 23A(3):

"This section applies only to deeds produced as proof of title to any land pursuant to contracts for the sale of such land entered into on or after the commencement* of section 9 of the Law Amendment and Reform (Miscellaneous Provisions) Ordinance 2003 (14 of 2003)."

So the conclusive presumption in section 23A(2) reaches only contracts entered into on or after the commencement of section 9 of 14 of 2003 — the same kind of line section 13(5) draws for section 13.

These subsections together are why the 15-year scheme works at all: facts outside the 15 years are not investigated, they are presumed — and the presumptions in sections 13(4A) and 23A(2) are conclusive, admitting no contrary proof.

Which originals get handed over: section 13A

Section 13A(1):

"Unless the contrary intention is expressed, a purchaser of land shall be entitled to require the vendor to deliver to him, for the purpose of giving title to that land, the original of both of the following only—(a)if there is a Government lease that relates exclusively to the land, the lease; and(b)any document that relates exclusively to the land and is required to be produced by the vendor as proof of title to that land under section 13(1)(a) and (c)."

So the originals the vendor must deliver are only two classes: a Government lease relating exclusively to the land, and a document relating exclusively to the land that section 13(1)(a) and (c) require to be produced. A deed that also relates to the rest of the building — a Deed of Mutual Covenant, or a pre-partition parent deed — is not in that class. Section 13A(3) states the consequence:

"If the vendor is not required to deliver to the purchaser a document in giving title to that land, the purchaser has no proprietary right or ownership in the document."

But section 13A(4) confines that to the parties:

"The fact that—(a)the vendor is not required to deliver to the purchaser a document in giving title to that land; and(b)the purchaser has no proprietary right or ownership in the document,does not affect the right or interest of any other person in that land."

That the purchaser has no ownership in the document does not touch anyone else's right or interest in the land.

Section 13A(2) preserves the common law:

"Subsection (1) does not affect any rule of common law under which the vendor may discharge his obligation to give title to that land otherwise than by delivering the Government lease or document to the purchaser."

2. Where "Good Title" sits in the Ordinance

The Ordinance's own words

Cap. 219 section 36 allows the Second Schedule terms to be incorporated by reference:

"The covenants and conditions mentioned in the Second Schedule, or any of them, may be incorporated into any instrument by reference."

The Second Schedule is not one set of terms but three Parts. Part A is headed "(In an Agreement for Sale of a Residential, Commercial, Industrial or Other Unit in a Completed Building)", Part B "(In an Equitable Mortgage of a Residential, Commercial, Industrial or Other Unit in an Uncompleted Building)", and Part C "(In a Legal Charge)" — Part A for the sale agreement for a unit in a completed building, Part B for an equitable mortgage of a unit in an uncompleted building, and Part C for the legal charge, which is the instrument section 6 below is about. This section is about Part A.

The Second Schedule Part A (in an agreement for sale of a residential, commercial, industrial or other unit in a completed building), clause 9, is headed "Good Title". This clause points the giving of title at section 13A and the proof of title at section 13, and allocates the costs of each, and it reads:

"The vendor shall give title to the property in accordance with section 13A of the Conveyancing and Property Ordinance (Cap. 219). The vendor shall, in accordance with section 13 of that Ordinance, prove his title to the property at the vendor’s own expense and shall at the like expense make and furnish to the purchaser such copies of any deeds or documents of title, wills and matters of public record as may be necessary to prove such title. The costs of verifying the title by inspection and examination, including search fees, shall be borne by the purchaser who shall also, if the purchaser requires copies of any documents in the vendor’s possession relating to other premises retained by the vendor as well as to the property pay the cost of such copies."

What that clause does is specific: it points giving title at section 13A, points proving title at section 13, and allocates cost — proof at the vendor's expense, inspection and examination (including search fees) at the purchaser's.

It does not set up a standard called "reasonable doubt", and does not use the term "good title"; the Ordinance's own vocabulary is used below.

Section 38(1) protects the solicitor who works to the Ordinance:

"The powers given by this Ordinance to any person and the covenants and conditions implied by, or incorporated by reference under, this Ordinance in any instrument shall be deemed in law proper to be included in the appropriate instrument and a solicitor, acting in good faith and with reasonable diligence, shall not be liable for failing to exclude those powers, covenants or conditions or to insert others in their place:Provided that this subsection shall not imply that the inclusion of other powers, covenants or conditions is improper."

That protection is not confined to solicitors. The next subsection, 38(2), extends it:

"A person acting in a fiduciary position, whether with or without a solicitor, shall be entitled to the protection afforded to a solicitor by subsection (1)."

So a person handling the property in a fiduciary position — a personal representative or a trustee, for instance — has the same section 38(1) protection, with or without a solicitor.

Clause 7: requisitions have a 14-day deadline

Same Schedule, Part A, clause 7(1):

"Any requisition or objection in respect of the title shall be delivered in writing to the vendor’s solicitors as soon as practicable after delivery of the title deeds and, in any event, not later than 14 days prior to the date of completion."

A requisition delivered later than 14 days before the completion date is outside that clause. And clause 7(2) gives the vendor an exit, not a duty:

"If the purchaser shall make and insist on any objection or requisition either as to title or any matter appearing on the title deeds or otherwise which the vendor shall be unable or (on the grounds of difficulty, delay or expense or on any other reasonable ground) unwilling to remove or comply with, or if the title of the vendor shall be defective, the vendor shall notwithstanding any previous negotiation or litigation be at liberty to annul the sale in which case the purchaser shall be entitled to the return of the deposit but without costs or compensation and, if that return is made within 7 days, without interest."

Read that carefully: if the purchaser insists on a requisition the vendor is unwilling to deal with, the vendor may annul the sale, and the purchaser gets the deposit back — without costs, without compensation, and without interest if it is returned within 7 days. A requisition pressed too hard may not produce a repaired title; it may produce a cancelled transaction.

Clauses 8, 10, 11 and 12: documents, failure and assurance

Clause 8 governs where the title deeds end up:

"Such of the documents of title as are required for the purpose of giving title to the property shall be delivered to the purchaser. All other documents of title in the possession of the vendor shall be retained by the vendor who shall, if so required on completion of the sale, give to the purchaser a covenant for safe custody thereof and for production and delivery of copies thereof, such covenant to be prepared by the purchaser."

Clause 10 is failure by the purchaser — deposit absolutely forfeited, resale, and recovery of the shortfall:

"If the purchaser shall fail to comply with any of the terms and conditions of the agreement the deposit money shall be absolutely forfeited as and for liquidated damages (and not as a penalty) to the vendor who may (without being obliged to tender an assignment to the purchaser) rescind the agreement and either retain the property the subject of the agreement or any part or parts thereof or resell the same, either as a whole or in lots, and either by public auction or by private contract, or partly by the one and partly by the other, and subject to such conditions and stipulations as to title or otherwise as the vendor may think fit. Any deficiency arising from such resale and all expenses attending the same or any attempted resale shall be made good and paid by the purchaser as and for liquidated damages, and any increase in price realized by any such resale shall belong to the vendor. This clause shall not preclude or be deemed to preclude the vendor from taking other steps or remedies to enforce the vendor’s rights under the agreement or otherwise. On the exercise of the vendor’s right of rescission under the agreement the vendor shall have the right, if the agreement shall have been registered in the Land Registry, to register at the Land Registry an instrument to rescind the sale of the property. This clause shall not prevent the vendor recovering, in addition to liquidated damages, damages representing interest paid or lost by him by reason of the purchaser’s failure."

Clause 11 is failure by the vendor:

"In the event of the vendor failing to complete the sale in accordance with the terms of the agreement it shall not be necessary for the purchaser to tender an assignment to the vendor for execution before taking proceedings to enforce specific performance of the agreement or for damages for breach of the agreement."

The two are not symmetrical. Clause 10 makes the deposit liquidated damages and permits a resale with recovery of any deficiency; clause 11 does no more than remove a procedural step before the purchaser sues.

Clause 12 is the assurance on completion:

"Upon completion of the sale the vendor and all other necessary parties (if any) shall execute a proper assurance to the purchaser (or his nominee or sub-purchaser) in accordance with the agreement but otherwise free from incumbrances."

Clause 6 deals with errors and omissions, and subclause (1) has to be read first — it is the "Subclause (1)" that subclause (4) refers to:

"No error, omission or misstatement herein or in any plan furnished or any statement made in the course of the negotiations leading to the contract shall annul the sale or entitle the purchaser to be discharged from the purchase."

That is the general rule: an error does not, of itself, undo the sale. Subclause (2) provides compensation for a material error:

"Any such error, omission or misstatement shown to be material shall entitle the purchaser to proper compensation, provided that the purchaser shall not in any event be entitled to compensation for matters falling within clause 3 or 5(3) hereof."

Subclause (3) shuts out compensation for immaterial errors:

"No immaterial error, omission or misstatement (including a mistake in any plan furnished for identification only) shall entitle either party to compensation."

And subclause (4) is the exception to subclause (1):

"Subclause (1) shall not apply where compensation for any error, omission or misstatement shown to be material cannot be assessed nor enable either party to compel the other to accept or convey property differing substantially (in quantity, quality, tenure or otherwise) from the property agreed to be sold if the other party would be prejudiced by the difference."

Finally, subclause (5) brings in another Ordinance: "The Misrepresentation Ordinance (Cap. 284) applies to this agreement."

All of these apply only where the agreement has incorporated the Second Schedule by reference (section 36). In an agreement that has not, none of them appears by itself.

Encumbrances the purchaser cannot clear: sections 12 and 12A

Section 12(1) gives either side a route to the court:

"A vendor or purchaser of land may apply by petition or by originating summons to the court in respect of any question arising out of or connected with any contract for the sale or exchange of land (not being a question affecting the existence or validity of the contract or relating to compensation payable by the Government or a public body), and the court may make such order upon the petition or originating summons and as to costs as to the court appears just."

Section 12A(1) deals with an encumbrancer who cannot be found:

"Where land is subject to any encumbrance, whether immediately realizable or payable or not, and the encumbrancer is out of the jurisdiction, cannot be found or is unknown, or if it is uncertain who the encumbrancer is, the court may, if it thinks fit, on the application of the party for the time being entitled to redeem the encumbrance, direct or allow payment into court of a sum of money sufficient to redeem the encumbrance and any interest thereon."

3. The Land Registry: what deeds registration does and does not do

What is registered is the instrument, not the title

Cap. 128 section 2(1):

"The Land Registry shall be a public office for the registration of deeds, conveyances, and other instruments in writing, and judgments; and all deeds, conveyances, and other instruments in writing, and all judgments, by which deeds, conveyances, and other instruments in writing, and judgments, any parcels of ground, tenements, or premises in Hong Kong may be affected, may be entered and registered in the said office in the prescribed manner."

Section 2(2) fixes the reach of "judgments":

"For the purpose of this Ordinance, judgments (判決) includes judgments and orders of the Court of First Instance, the District Court and the Lands Tribunal."

Section 3: priority, and the consequence of not registering

Section 3(1):

"Subject to this Ordinance, all such deeds, conveyances, and other instruments in writing, and judgments, made, executed, or obtained, and registered in pursuance hereof, shall have priority one over the other according to the priority of their respective dates of registration, which dates shall be determined in accordance with regulations made under this Ordinance."

Section 3(2), with its proviso:

"All such deeds, conveyances, and other instruments in writing, and judgments, as last aforesaid, which are not registered shall, as against any subsequent bona fide purchaser or mortgagee for valuable consideration of the same parcels of ground, tenements, or premises, be absolutely null and void to all intents and purposes: Provided that nothing herein contained shall extend to bona fide leases at rack rent for any term not exceeding 3 years, or to a regulated tenancy (as defined by section 120AA(1) of the Landlord and Tenant (Consolidation) Ordinance (Cap. 7)."

The boundary of that subsection matters. An unregistered instrument is not "void against third parties". It is void as against "any subsequent bona fide purchaser or mortgagee for valuable consideration" of the same parcels. That is a priority rule, aimed at a named class. The proviso then carves out two things: bona fide leases at rack rent for a term not exceeding 3 years, and a regulated tenancy as defined by Cap. 7 section 120AA(1).

Section 4 removes knowledge from the question:

"No notice whatsoever, either actual or constructive, of any prior unregistered deed, conveyance, or other instrument in writing, or judgment, shall affect the priority of any such instrument as aforesaid as is duly registered."

So a later purchaser who actually knows about an unregistered mortgage can still take priority by registering. Under deeds registration, whether you knew is not the answer; whether it was registered is.

Section 5 is the one-month window:

"All deeds, conveyances, and other instruments in writing, and judgments, which are duly registered within the respective times next mentioned, that is to say, all deeds, conveyances, and other instruments in writing which are registered within one month after the time of execution thereof respectively, and all judgments which are registered within one month after the entering up or recording thereof, shall severally be in like manner entitled to priority, and shall take effect respectively by relation to the date thereof only in the same manner as if this Ordinance had not been passed."

Section 5A makes a separate rule for charging orders and lites pendentes:

"Notwithstanding section 3 or section 5 a charging order or lis pendens which is duly registered shall have priority from the commencement of the day following the date of its registration."

Lites pendentes: sections 16, 17 and 19

Section 1A defines a lis pendens as "any action or proceeding pending in a court or tribunal that relates to land or any interest in or charge on land" and as "a bankruptcy petition".

Section 16:

"No lis pendens shall be registered in the Registry of the High Court, or elsewhere than in the Land Registry; and a lis pendens not registered in the said office shall not bind any purchaser or mortgagee of the estate intended to be thereby affected."

Section 17 puts a clock on it:

"The registration of a judgment, order or lis pendens shall cease to have effect at the end of 5 years from the date of registration, but the judgment, order or lis pendens may be re-registered from time to time and, if so re-registered, shall have effect for 5 years from the date of re-registration."

A judgment or lis pendens showing on a search that is more than 5 years old and has not been re-registered has ceased to have effect as a registration. And section 19 lets the court vacate one:

"The court or judge before whom any property sought to be bound is in litigation, may on the determination of the lis pendens, or during the pendency thereof, where the said court or judge is satisfied that the litigation is not prosecuted bona fide, or for other good cause shown, make an order for the vacating of the registration in the Land Registry of such lis pendens without the consent of the party who registered it, and may direct the party on whose behalf the registration was made to pay all the costs and expenses occasioned by the registration or the vacating thereof, including the costs of the application to vacate, or may make such other order as to such costs or any of them as to the said court or judge may seem just."

Registration is not a guarantee of title

Section 23(1) sets out the Registrar's duty:

"Subject to subsection (2), the Land Registrar shall register, in the manner prescribed by or under this Ordinance, any deed, conveyance or other instrument in writing, or judgment if, but only if, he is satisfied that— (a)the deed, conveyance or other instrument in writing, or judgment, may be, or is under any other Ordinance required to be, registered under this Ordinance; (b)the provisions of this Ordinance and of any regulations made thereunder, and of any other Ordinance relating to the registration of an instrument under this Ordinance have been complied with; and(c)the prescribed fees have been paid."

*The opening words "Subject to subsection (2)" point at a duty not to register.* Section 23(2):

"Subject to subsection (3), the Land Registrar shall not register a deed, conveyance or other instrument in writing, executed after the commencement* of section 30 of the Land Survey Ordinance (Cap. 473) and effecting a division of land if the deed, conveyance or instrument is not accompanied by a land boundary plan—(a)showing and delineating the parcels of land resulting from the division; and(b)subject to subsection (4), signed and certified by an authorized land surveyor in accordance with the Land Survey Ordinance (Cap. 473)."

So an instrument effecting a division of land may not be registered unless it is accompanied by a land boundary plan signed and certified by an authorized land surveyor under the Land Survey Ordinance (Cap. 473). Section 23(3) makes separate provision where the division is effected by a will or judgment:

"Where a division of land is effected by a will or judgment and the grant of probate in respect of the will or the judgment, as the case may be, is delivered into the Land Registry for registration, it shall not be necessary for the grant or judgment to be accompanied by a land boundary plan referred to in subsection (2), but the deed, conveyance or other instrument in writing transferring the title of any parcel of land resulting from the division delivered into the Land Registry for registration shall be accompanied by such a land boundary plan."

And section 23(4) removes the signing and certification requirement for a plan prepared by the Government:

"It shall not be necessary for a land boundary plan accompanying any deed, conveyance or other instrument in writing to which subsection (2) or (3) applies and which plan is prepared by the Government to be signed and certified by an authorized land surveyor."

(The qualification of an authorized land surveyor and the specification of a land boundary plan are governed by Cap. 473.)

Section 23A sets out what the Registrar is not answerable for:

"If the Land Registrar or any other person employed in the Land Registry wilfully or negligently fails to comply with section 23, he shall be liable for any loss or damage thereby caused, but he shall not be liable in damages— (a)for registering, in good faith, any deed, conveyance or other instrument in writing, or judgment, notwithstanding any error, omission or defect therein;(b)for registering, in good faith, any deed, conveyance, or other instrument in writing, or judgment, which does not affect any parcels of ground, tenements or premises in Hong Kong; or(c)for any damage to or loss or destruction of any memorial or any deed, conveyance or other instrument in writing, or judgment, registered or delivered for registration or any document in his custody unless such damage, loss or destruction was due to his act and such act—(i)was not authorized by or under this Ordinance; and(ii)was done negligently or with intent to cause such damage, loss or destruction."

Limb (a) is the point: registering in good faith an instrument "notwithstanding any error, omission or defect therein" carries no liability in damages. That is why a register extract cannot replace reading the documents — registration confirms that an instrument has been entered as required, not that the rights it recites exist.

Section 26A(1) makes a certified copy admissible without further proof:

"A document purporting to be a copy, print or extract—(a)of or from—(i)any memorial or any deed, conveyance or other instrument in writing, or judgment, belonging to, or filed or deposited in, the Land Registry, or any part thereof or endorsement thereon or any microfilm, image or other record thereof; or (ii)any register, book, index, receipt, docket or other document belonging to, or filed or deposited in, the Land Registry, or any part thereof or any microfilm, image or other record thereof; and (b)bearing a certificate, with the signature or the printed signature of the Land Registrar, or of any person authorized by him in that behalf, certifying that the document is a true copy, print or extract, shall, subject to the Stamp Duty Ordinance (Cap. 117), be admissible in evidence in criminal or civil proceedings before any court on its production without further proof and, until the contrary is proved, the court shall presume that—(A)the signature or the printed signature and certification to the document is that of the Land Registrar or a person authorized by him in that behalf; and (B)the document is a true and correct copy, print or extract."

What a search turns up: other Ordinances that feed the Land Registry

The register holds more than assignments and mortgages. Among the chapters covered here, each of the following sends something in:

That table lists the entries the quoted provisions specify; it is not a complete inventory of the register — the Land Registration Regulations (Cap. 128 sub. leg. A) and other Ordinances make further provision.

4. The Government Lease

The title covenants implied into an assignment and a legal charge

Section 35(1)(b) implies the First Schedule Part II covenants into an assignment:

"(b)in an assignment to a purchaser for valuable consideration, the covenants, by a person who is expressed to assign as beneficial owner, mentioned in Part II of the First Schedule;"

First Schedule Part II, covenants 1 and 2:

"That the Government lease is good, valid and subsisting."

"That, so far as the same relate to the land assigned—(a)the premium or other money (if any) and the Government rent payable under and reserved by the Government lease have been paid; and(b)the covenants, terms and conditions contained in the Government lease and any Deed of Mutual Covenant have been observed and performed,up to the date of the assignment."

Covenant 3:

"That the vendor now has good right and title to assign the land free from encumbrances save as specified in the assignment and subject to the manner in which the assignment is expressed to be made."

Covenant 4:

"That the land may be quietly entered into and during the residue of the term of years created by the Government lease (and any renewal thereof) held and enjoyed by the person to whom the assignment is expressed to be made (the purchaser) and any person deriving title under him without any lawful interruption or disturbance."

Covenant 5 is the further-assurance covenant:

"That all such lawful acts, assurances and things for further or more perfectly assuring the land and every part thereof to the purchaser and to those deriving title under the purchaser shall, from time to time and at all times at the request and cost of the purchaser or any person deriving title under him, be executed and done (subject to the manner in which the assignment is expressed to be made) as by the purchaser or any such person may be reasonably required."

These covenants are what "the title is sound" actually amounts to in the Ordinance: the Government lease subsists, the Government rent is paid, the covenants in the Government lease and in any Deed of Mutual Covenant have been observed, the vendor has the right to assign, the purchaser may hold and enjoy the land, and further lawful assurances are to be executed at the purchaser's request. Part II also opens with an important limit — the vendor's liability extends only to breaches arising from acts of the vendor, of persons through whom the vendor derives title otherwise than by purchase for value, and of the other listed persons.

The legal charge side is section 35(1)(e) with First Schedule Part V:

"(e)in a legal charge, the covenants, by a person who is expressed to charge as beneficial owner, mentioned in Part V of the First Schedule."

Part V, like Part II, carries five covenants and not one. Covenants 1 and 2:

"That the Government lease is good, valid and subsisting."

"That, so far as the same relate to the land mortgaged—(a)the premium or other money (if any) and the Government rent payable under and reserved by the Government lease have been paid; and(b)the covenants, terms and conditions contained in the Government lease and any Deed of Mutual Covenant have been observed and performed,up to the date of the legal charge and will continue to be paid, observed and performed during the subsistence of the legal charge."

Covenant 3:

"That the borrower now has good right and title to charge the land free from incumbrances save as specified in the legal charge and subject to the manner in which the charge is expressed to be made."

Covenant 4:

"That, upon the lender being entitled so to do under the terms of the legal charge, the land may be quietly entered into and during the residue of the term created by the Government lease (and any renewal thereof) held and enjoyed by the lender without any lawful interruption or disturbance by the borrower, any person charging by his direction or any person rightfully claiming through, under or in trust for the borrower (other than in respect of an estate or interest subject to which the legal charge is expressly made)."

Covenant 5:

"That the borrower and any person charging the land by his direction and any person deriving title under them and any other person having or rightfully claiming any estate or interest in the land or any part thereof (other than an estate or interest subject whereto the legal charge is expressly made) shall from time to time and at all times at the request of the lender or any person deriving title under him at the cost, until sale of the land in accordance with the legal charge, of the borrower and, after such sale, at the cost of the person making the request execute and do all such lawful acts assurances and things for further or more perfectly assuring the land and every part thereof to the lender and to those deriving title under him (subject to the manner in which the legal charge is expressed to be made) as by the lender or any such person may be reasonably required."

And section 35(2) makes clear that none of this is immovable:

"The covenants implied under this section may be excluded, varied or extended in the assignment or legal charge."

Government rent

Government rent is dealt with by Cap. 515. Section 6(1):

"Subject to section 4, the lessee of an applicable lease is liable to pay by way of Government rent to the Commissioner in accordance with this Ordinance an annual rent of an amount equal to 3% of the rateable value of the land leased."

3% is the Ordinance's own figure, applied to the rateable value of the land leased. Section 6(3) says from when each class becomes payable:

"The Government rent is payable—(a)for an applicable lease extended by section 6 of the New Territories Leases (Extension) Ordinance (Cap. 150), from 28 June 1997;(b)for an applicable lease or an interest held under an applicable lease previously exempted from liability to pay Government rent, from the date on which the exemption ceases to apply;(ba)for an applicable lease extended by section 12 of the Extension of Government Leases Ordinance (Cap. 648), from the date on which the lease is so extended; or (c)for an applicable lease under which there is an express obligation to pay an annual rent of 3% of the rateable value from time to time of the land leased, from the date specified in the lease."

Section 6(5) says who can be asked to pay:

"The Government may demand the Government rent from—(a)the lessee of an applicable lease; or(b)the person who is liable to pay the rates for a tenement comprised in land held under the applicable lease.The person on whom a demand is made is required to pay the sum demanded within the time specified in the demand. The demand may include any arrears and surcharge."

(Exemption is dealt with in Cap. 515 section 4, and rateable value under the Rating Ordinance, Cap. 116.)

2047 and lease extension: Cap. 150 and Cap. 648

The date 2047 is in a statute, not in a policy statement. Cap. 150 section 6:

"The term of a lease to which this Ordinance applies is extended, from the date on which it would, apart from this Ordinance, expire, until the expiry of 30 June 2047, without payment of any additional premium."

The scope is set by section 2, and section 2 carries three exclusions:

"This Ordinance applies to every New Territories lease that exists at the commencement* of this section and that, but for this Ordinance, would expire before 30 June 1997, not being—(a)a short term tenancy;(b)a lease for special purposes; or(c)a lease in respect of which the lessee registers a memorandum under section 5."

The expressions "short term tenancy" and "lease for special purposes" are defined in section 3(1). A short term tenancy is "a lease expressed to be granted for a term of not more than 7 years", and in calculating that term "there shall be excluded any extension or renewal of the lease that has occurred, or may occur, by virtue of the exercise of any right".

The definition of a lease for special purposes is the more intricate of the two and runs on two limbs: (a) a lease satisfying the description in section 3(2) but not being a short term tenancy, a lease of a lot specified in Part II of the Schedule, or a lease granted to the Hong Kong Housing Authority, the MTR Corporation Limited, the Kowloon-Canton Railway Corporation or the Hong Kong Housing Society; or (b) a lease of any lot specified in Part I of the Schedule. The section 3(2) description is:

"The lease description referred to in the definition of lease for special purposes in subsection (1) is that the lease—(a)contains a prohibition, expressed or intended by the parties to enure for the full term of the lease, against the assignment of the land that is the subject of the lease or of any interest therein; and(b)contains no provision whereby the land that is the subject of the lease, and every interest therein, could be assigned by the lessee upon the occurrence of any event or contingency, or upon compliance with any condition,whether or not the express provisions of the lease permit the land that is the subject of the lease, or any interest therein, to be assigned with the consent of the lessor or any Government authority, or to be charged, mortgaged or sublet."

In short, limb (a) turns on a lease that bars assignment for its whole term with no mechanism for lifting the bar. The lots concerned are listed in Parts I and II of the Schedule.

In practice, though, whether a lease is a lease for special purposes is not settled by reading that definition. Section 4(1) requires the Land Officer to note it in the Land Office register:

"Where a lease is a lease for special purposes, the Land Officer shall make a note to that effect in the Land Office register before the appointed day."

And section 4(2) makes that note conclusive:

"A lease shall for the purposes of this Ordinance be conclusively deemed—(a)to be a lease for special purposes if, before the appointed day, a note has been made by the Land Officer in the Land Office register to the effect that it is such a lease;(b)not to be a lease for special purposes if no such note has been made by the Land Officer in the Land Office register by the appointed day."

So: a note made before the appointed day, and the lease is conclusively deemed to be a lease for special purposes; no note by the appointed day, and it is conclusively deemed not to be one. The section 3(1) and 3(2) definitions are the criteria the Land Officer applies; what a reader has to check is whether the note is on the register. Limb (c) is the lessee's own opt-out, section 5(1):

"A lessee may exclude from the application of this Ordinance his interest under a lease, other than an undivided share in the land to which the lease relates, by registering in the Land Office register, before the appointed day, a memorandum in a form specified by the Land Officer."

"Appointed day" is defined in section 3(1):

"*appointed day (指定日期) means the day appointed for section 6 to come into operation;"

Burdens during the extension are dealt with by section 7(1) — encumbrances, mortgages, public rights, mutual covenants, easements, tenancies and the right of re-entry all continue, and only the rent covenant is replaced:

"During the period of the extension of a lease under section 6, the lease and any interest therein created by or under an instrument registered in the Land Registry shall, unless the contrary intention appears from the instrument, be subject to— (a)the same encumbrances and interests as applied immediately before the period of extension, including—(i)any mortgage or charge, whether legal or equitable;(ii)any public rights;(iii)any mutual covenants, rights, easements, tenancies or other burdens of whatsoever kind or nature;(b)the same covenants, exceptions, reservations, stipulations, provisos and declarations (including the right of re-entry) as applied immediately before the period of extension, except the reservation of and covenant to pay rent;(c)a reservation of—(i)subject to subparagraph (ii), the Government rent payable under the Government Rent (Assessment and Collection) Ordinance (Cap. 515);(ii)in the case of an exemption from liability to pay Government rent under the Government Rent (Assessment and Collection) Ordinance (Cap. 515), the annual rent payable immediately before the period of extension; and (d)a covenant by the lessee to pay the Government rent specified in paragraph (c)(i) or the annual rent specified in paragraph (c)(ii), as the case may be—(i)in the case of such Government rent, in accordance with the Government Rent (Assessment and Collection) Ordinance (Cap. 515);(ii)in the case of such annual rent, in the same manner and on the same days as applied immediately before the period of extension."

Section 7(2) carries those rights and obligations through the whole period of extension:

"The rights and obligations of any person under any encumbrance, interest, covenant, exception, reservation, stipulation, proviso or declaration mentioned in paragraphs (a), (b), (c) and (d) of subsection (1) shall, unless the contrary intention appears from the instrument creating that encumbrance, interest, covenant, exception, reservation, stipulation, proviso or declaration, continue during the period of the extension of a lease under section 6 as if that period of extension were expressly mentioned in the instrument."

And section 7(3) rewrites the resumption compensation formula. Where a lease empowers the lessor to resume on payment of compensation and the method of calculation uses a fraction whose numerator is one together with the unexpired portion of the term:

"Where the provisions of a lease whose term has been extended by section 6—(a)empower the lessor, subject to the payment of compensation to the lessee, to resume the land that is the subject of the lease; and(b)prescribe a method of calculating the compensation that includes references to—(i)a fraction, whose numerator is the figure one, of any sum; and(ii)the portion of the term that is unexpired at the date of resumption,the method of calculation shall be applied as if the denominator in the fraction were greater by 50 than that specified in the lease and as if the lease had originally been expressed to be granted for a term that included the period for which the lease is extended by section 6."

The denominator is increased by 50, and the lease is treated as originally granted for the longer term. That changes the amount of compensation.

Section 10 preserves pre-extension breaches:

"Nothing in this Ordinance shall constitute a waiver of any right arising out of a breach of a covenant committed before the appointed day."

For what happens after 2047, and for leases outside Cap. 150, the statute is Cap. 648. Section 3 sets the scope:

"This Ordinance applies to a lease—(a)that expires on or after 5 July 2024;(b)that does not contain a right of renewal for any further term, or for which such a right of renewal has been exercised; and(c)that is not a short term tenancy."

Section 3 is not the only gate. Extension under Cap. 648 reaches only an "applicable lease", and the section 2 definition of that term excludes a special purpose lease: an applicable lease is one that, as at the date of publication of the Extension Notice, is not — or is regarded as not being — a special purpose lease. How that is determined is section 6's job, and the mechanism is a record entry: an SPL identification note and an SPL cancellation note. Section 6(1):

"For the purposes of this Ordinance and subject to subsection (2), if the expiry date of a lease falls within the specific expiry period specified in an Extension Notice—(a)the lease is not a special purpose lease as at the date of publication of the Extension Notice (publication date), if, before the publication date—(i)no SPL identification note has ever been made in relation to the lease; or(ii)every SPL identification note made in relation to the lease has been cancelled by an SPL cancellation note; and(b)the lease is regarded as not being a special purpose lease as at the publication date, if an SPL identification note (or, if there is more than one SPL identification note, the last one) made in relation to the lease is cancelled by an SPL cancellation note on or after the publication date."

The two opening conditions of section 6(1) cannot be dropped: it operates only where "the expiry date of a lease falls within the specific expiry period specified in an Extension Notice", and the whole subsection is "subject to subsection (2)". Section 6(2):

"For the purposes of this Ordinance, if the expiry date of a lease falls within the specific expiry period specified in an Extension Notice, the lease is regarded as a special purpose lease as at the publication date if—(a)an SPL identification note is made in relation to the lease on or after the publication date by virtue of a modification of the lease, resulting in it being a special purpose lease; and(b)immediately before the expiry date of the lease, the SPL identification note is not cancelled by an SPL cancellation note."

Section 6(2) is directed at an identification note made on or after the publication date by virtue of a modification of the lease and still uncancelled immediately before the expiry date.

And the Non-extension List is not compiled on the whole of section 6. Section 8(1):

"At the time an Extension Notice is published, the Director must also publish in the Gazette a Non-extension List and specify in it which of the applicable leases that—(a)is covered by the Extension Notice; and(b)is not a special purpose lease as at the date of publication of the Extension Notice by virtue of section 6(1)(a),the term of which is not to be extended in accordance with section 12."

Limb (b) reads "by virtue of section 6(1)(a)" — limb (a) only, not (b). A lease that is regarded as not being a special purpose lease by virtue of section 6(1)(b) — its identification note cancelled on or after the publication date — is outside section 8(1)(b); section 9(1)(a)(ii) below uses exactly the same wording.

So a special purpose lease is outside section 12 from the start, regardless of the Non-extension List and regardless of any Opt-out Memorandum. Whether a particular lease carries an identification note is a question for the Land Registry record of that lease.

The mechanism is: the Director publishes an Extension Notice in the Gazette specifying a specific expiry period (section 7(1)); a Non-extension List is published at the same time (section 8(1)). The publication deadline is set by section 7(2), which is itself subject to section 7(6):

"The Extension Notice must, subject to subsection (6), be published not later than the following day (specified day)—(a)subject to paragraph (b)—the day immediately preceding a period of 6 years before the start date of the specific expiry period; or(b)if the start date of the specific expiry period falls within the period beginning on 5 July 2024 and ending on 31 December 2030—5 July 2024."

The 6 years is paragraph (a)'s general rule only. Where the start date of the specific expiry period falls between 5 July 2024 and 31 December 2030 — the earliest cohort this Ordinance reaches — paragraph (b) fixes the deadline at 5 July 2024, not six years. The Opt-out Memorandum limit in section 9(2)(b), set out below, uses the same window.

And the deadline itself can be moved:

"If the Secretary is satisfied that exceptional circumstances exist for the publication of an Extension Notice, the Secretary may approve the postponement of the specified day for publication of the Extension Notice by a notice (approval notice)."

A postponement is published as an approval notice under section 7(7), and section 7(8) requires that notice to state the postponed specified day and the reason for the postponement. Section 7(2) therefore gives a date the Secretary may move, not a fixed fact about the calendar. For an applicable lease covered by the Notice and not on the List —

"Subject to subsection (2) and Part 4, on the expiry of an applicable lease covered by an Extension Notice, unless the applicable lease is specified in a Non-extension List published in relation to the Extension Notice, the term of the applicable lease is extended, as from the day following its expiry date, for a term of 50 years without payment of any additional premium."

The words are "50 years without payment of any additional premium". Both the term and the absence of a premium are in the provision itself.

The opening words of section 12(1) — "Subject to subsection (2)" — point at section 12(2), which deals with a late-arriving case:

"Subject to Part 4, if, in relation to an Extension Notice, a lease only falls within the definition of an applicable lease covered by the Extension Notice after the expiry date of the lease, unless the lease is specified in a Non-extension List published in relation to the Extension Notice, the term of the lease is regarded as being extended, as from the day following its expiry date, for a term of 50 years without payment of any additional premium."

So even where a lease comes within the Notice only after it has expired, the extension is the same 50 years, still without premium, and still runs from the day after the expiry date. Section 12(3) characterises it:

"The extension of an applicable lease under subsection (1) or (2) does not create a new lease of the land that is the subject of the applicable lease."

A lessee may also decline. Section 9(1) first sets out which leases the route is open to:

"This section applies to an applicable lease—(a)that—(i)is covered by an Extension Notice; and(ii)is not a special purpose lease as at the date of publication of the Extension Notice by virtue of section 6(1)(a); and(b)that is not specified in a Non-extension List published in relation to the Extension Notice."

The Opt-out Memorandum under section 9(2) is on a strict clock:

"If the lessee of an applicable lease desires to exclude the applicable lease from the application of section 12, the lessee must deliver to the Land Registry for registration under Cap. 128 or Cap. 585 (whichever is appropriate) an Opt-out Memorandum, in a form specified by the Director and signed by all the persons specified in subsection (4)—(a)subject to paragraph (b)—within one year after the date of publication of the Extension Notice; or(b)if the expiry date of the applicable lease falls within the period beginning on 5 July 2024 and ending on 31 December 2030—on or before 31 December 2024."

The deadline is not a formality. Section 9(3) states the consequence:

"If a lessee fails to deliver an Opt-out Memorandum to the Land Registry in accordance with subsection (2), no registration of the Opt-out Memorandum may be made by the Land Registry."

And "all the persons specified in subsection (4)", referred to in the quoted text, are listed in section 9(4):

"The persons specified for the purposes of subsection (2) are—(a)the person who is registered, in the person’s name, as the owner or leaseholder of the land that is the subject of the applicable lease, or a holder in respect of the person’s interest under the applicable lease;(b)any person who has an interest in the land under a subsisting agreement for sale, mortgage or charge, registered in respect of the land; and(c)if there are two or more persons referred to in paragraph (a) or (b)—all of such persons."

Section 9(5) gives the effect:

"An Opt-out Memorandum registered in respect of an applicable lease covered by an Extension Notice takes effect on the date of its registration, and accordingly—(a)the Extension Notice does not have effect with respect to the extension of the applicable lease; and(b)section 12 is not to apply to the applicable lease."

Burdens during the extension are in section 13(1), and section 13(2) adds four covenants and conditions that the original lease may not have contained — the Director's right of entry, compliance with Cap. 131 in development and use, compliance with Cap. 123 in building, and re-entry on breach:

"The covenants and condition specified for the purposes of subsection (1) are as follows—(a)a covenant that the lessee must throughout the period of the extension of the applicable lease, at all reasonable times, permit the Director (or the Director’s authorized representatives), with or without notice, to enter in or on—(i)the land that is the subject of the applicable lease;(ii)any part of the land; or(iii)any building or part of any building on the land,for the purpose of ascertaining that there is no breach of, or failure to observe, any of the covenants and conditions of the applicable lease;(b)a covenant by the lessee that—(i)no building may be erected on the land (or any part of the land) that is the subject of the applicable lease, or on any area outside the land and specified in the applicable lease; and(ii)no development or use of the land (or any part of the land), or of any area outside the land and specified in the applicable lease, may take place,which does not in all respects comply with the requirements of the Town Planning Ordinance (Cap. 131) and its subsidiary legislation, and any legislation amending that Ordinance and its subsidiary legislation;(c)a covenant by the lessee that any building erected, or to be erected, on the land that is the subject of the applicable lease must in all respects comply with the requirements of the Buildings Ordinance (Cap. 123) and its subsidiary legislation, and any legislation amending that Ordinance and its subsidiary legislation; and(d)a condition that on any failure or neglect by the lessee to perform, observe or comply with any of the covenants and conditions of the applicable lease—(i)the Government is entitled to re-enter on, and take back possession of, the land that is the subject of the applicable lease, any part of the land, all or any buildings, erections and works erected or to be erected on the land or any part of the land, or any part of the buildings, erections or works; and(ii)the rights of the lessee under the applicable lease are to absolutely cease and determine (or, if the re-entry relates to a part of the land, absolutely cease and determine in respect of such part) but without prejudice to the rights, remedies and claims that the Government have in respect of any breach, non-observance or non-performance of the covenants and conditions of the applicable lease."

Two things to be clear about. First, an Extension Notice, a Non-extension List and the related notices are not subsidiary legislation (section 21); whether any particular lease is covered, or has been listed, is a Gazette question. Second, Part 4 of Cap. 648 imposes separate approval requirements where foreign-related entities are involved.

Cap. 219 section 42(3) deals with covenants surviving a renewal:

"Where a Government lease expires and is either renewed or replaced by a new Government lease relating to the same land, any covenant relating to that land shall, unless the contrary intention is expressed, continue to have effect."

And section 14A(1) deals with Government modifications:

"Any modification in writing by the Government of the covenants, terms or conditions of a Government lease shall have the same effect as if made by deed."

5. The Deed of Mutual Covenant

Cap. 344 Part VIA prevails over the DMC itself

A DMC is a contract, but not one that may be written freely. Cap. 344 section 34C(1) sets the reach of Part VIA:

"This Part, except where otherwise expressly provided, applies only to a building in respect of which a deed of mutual covenant is in force whether that deed came into force before or after the material date."

That subsection turns twice on the "material date". The term is not defined in section 2; it is defined in section 34D(1):

"material date (關鍵日期) means the commencement* of section 29 of the Multi-storey Buildings (Owners Incorporation) (Amendment) Ordinance 1993 (27 of 1993);"

That is the date meant in sections 34C(1), 34E(1) and 34F(1) alike.

Section 34C(2):

"In the event of any inconsistency between this Part and the terms of a deed of mutual covenant or any other agreement, this Part shall prevail."

Section 34E(1)'s general rule implies Schedule 7 into every DMC — but the subsection opens "Subject to subsection (4)", and that exception is set out below:

"Subject to subsection (4), the provisions in Schedule 7 shall be impliedly incorporated— (a)into every deed of mutual covenant made on or after the material date; and(b)as from the material date, into every deed of mutual covenant made before that date."

And the operative provision is section 34E(2):

"The provisions incorporated into a deed of mutual covenant by virtue of this section shall—(a)bind the owners and manager of the building; and(b)prevail over any other provision in the deed that is inconsistent with them."

So when reading a DMC, the DMC's own words are not the last word.

"Every" does have an exception, and it is written into the opening words of section 34E(1) — "Subject to subsection (4)". Section 34E(4) gives the Authority a power to exclude:

"The Authority may—(a)subject to subsection (5), upon application by the manager of the building or any other person having an interest in the management of the building; or(b)in the case of an exempt estate, upon the application of the person (the single manager (單一經理人)) who for the time being is, for the purpose of the deed of mutual covenant in respect of the buildings or groups of buildings comprising the estate, managing that estate,from time to time by notice in the Gazette, exclude the application to the building, or to the buildings or groups of buildings comprising the exempt estate, as the case may be, of paragraph 7 of Schedule 7 for a period not exceeding 3 years and subject to such conditions (if any) as he sees fit."

Note the size of that power: it excludes paragraph 7 of Schedule 7 only, not the whole Schedule, for no more than 3 years, and by notice in the Gazette. Section 34E(5) adds a further bar — the Authority must not make an exclusion under subsection (4)(a) if owners of not less than 50% of the shares in aggregate give notices of objection. So "every" in section 34E(1) is the general rule, and reading a particular building's DMC also means checking whether a section 34E(4) notice is in force for it.

Schedule 8, by contrast, comes in under section 34F(1) only so far as it is consistent:

"The provisions in Schedule 8 shall, to the extent that they are consistent with the deed of mutual covenant, be impliedly incorporated— (a)into every deed of mutual covenant made on or after the material date; and(b)as from the material date, into every deed of mutual covenant made before that date."

Shares, management expenses and repair

Section 39 fixes how shares are determined:

"An owner’s share shall be determined—(a)in the manner provided in an instrument including a deed of mutual covenant (if any) which is registered in the Land Registry; or (b)if there is no such instrument, or the instrument contains no such provision, then in the proportion which his undivided share in the building bears to the total number of shares into which the building is divided."

Section 34G(1) deals with a developer's unsold shares:

"If, at the time a deed of mutual covenant was or is made in respect of a building, any share in the building had not or has not been sold, the owner for the time being of the share shall, for so long as it remains unsold, be liable to pay the management expenses relating to the share as if he had purchased that share subject to the deed of mutual covenant."

Section 34H(1) supplies a repairing obligation the DMC may have omitted:

"Where a person who owns any part of a building, has the right to the exclusive possession of any part of a building or has the exclusive right to the use, occupation or enjoyment of that part, as the case may be, but the deed of mutual covenant in respect of the building does not impose an obligation on that person to maintain the part in good repair and condition, that person shall maintain that part in good repair and condition."

Section 34H(2) turns it into a duty owed to all owners:

"The obligation in subsection (1) shall be deemed to be an obligation owed to all owners of the building under the deed of mutual covenant."

Sections 34I(1) and (2) deal with the common parts:

"No person may—(a)convert any part of the common parts of a building to his own use unless such conversion is approved by a resolution of the owners’ committee (if any);(b)use or permit to be used the common parts of a building in such a manner as—(i)unreasonably to interfere with the use and enjoyment of those parts by any owner or occupier of the building; or(ii)to cause a nuisance or hazard to any person lawfully in the building."

"Any person who contravenes subsection (1) shall be deemed to be in breach of an obligation imposed on him by the deed of mutual covenant in respect of the building."

What non-payment leads to: sections 19 and 25

Section 19(1):

"If a deed of mutual covenant provides that if an owner fails to pay any sum which is payable under the deed of mutual covenant, a person may sell that owner’s interest in the land or register a charge against such interest in the Land Registry, then, notwithstanding the provisions of the deed of mutual covenant, the corporation may, to the exclusion of such person, exercise such power of sale or register such charge in the same manner and subject to the same conditions as if it were the person referred to in the deed of mutual covenant."

This matters directly to a buyer: where the DMC gives someone a power to sell an owner's interest or register a charge for unpaid sums, the corporation may exercise it instead. A charge registered by an owners' corporation on a search comes from here.

And section 19(2) widens what counts as the failure to pay that triggers that power:

"The reference in subsection (1) to “fails to pay any sum which is payable under the deed of mutual covenant” shall be construed to extend to the failure by an owner to pay the costs incurred by the management committee in connection with the exercise by it of the powers conferred by section 40(1)(a)(ii) or (b)."

So the arrears are not confined to sums the DMC itself names: they extend to costs the management committee incurs in exercising its section 40(1)(a)(ii) or (b) powers. What those powers are has to be read in section 40(1). That subsection lets a member of the management committee, and any person it authorizes, enter a flat at a reasonable time on reasonable notice; limbs (a)(ii) and (b) give these purposes:

"(ii)any other property in the flat the condition of which does or may affect adversely the common parts or other owners;"

"(b)abating any hazard or nuisance which does or may adversely affect the common parts or other owners."

So what section 19(2) widens is the cost of dealing with property inside a flat that affects the common parts or other owners, and of abating a hazard or nuisance.

Section 25 lets a registered mortgagee pay and recover:

"If an owner fails to pay any amount payable under section 22 within one month of the same becoming due and a registered mortgagee of the flat in respect of which the owner is in default has paid such amount on the owner’s behalf, such payment shall be recoverable by the registered mortgagee from the owner as if the amount of such payment formed part of the principal sum due under the registered mortgage of the flat."

Where a DMC dispute goes

Section 45(1):

"The tribunal shall have jurisdiction to hear and determine any proceedings specified in Schedule 10."

Standing is dealt with in a separate subsection. Section 45(2):

"No person other than a person to whom this section applies shall be competent to commence any proceedings referred to in subsection (1)."

The persons to whom the section applies are listed in section 45(4):

"This section applies to the following persons, namely—(a)an owner;(aa)the Authority; (b)a person referred to in section 3(1)(a) or (b);(c)a management committee;(d)a corporation;(e)a manager; (f)an owners’ committee within the meaning of Part VIA; (g)a registered mortgagee;(h)an administrator;(i)with leave of the tribunal, the tenants’ representative; or(j)with leave of the tribunal, any other person specified in an instrument which is registered in the Land Registry including a deed of mutual covenant (if any)."

So not everyone may commence those proceedings — an owner, the Authority, a person referred to in section 3(1)(a) or (b), a management committee, a corporation, a manager, an owners' committee, a registered mortgagee, an administrator, and, with the Tribunal's leave, the tenants' representative and any other person specified in a registered instrument.

But section 45(3) draws a boundary around that jurisdiction:

"Subject to the provisions of this Ordinance, nothing in this section or Schedule 10 shall be construed to vest in the tribunal any jurisdiction other than civil jurisdiction or any jurisdiction to make any order which would, if made, have the effect of rendering void, negativing or substantially varying in whole or in part any contractual or proprietory right enjoyed by any owner or occupier or otherwise referred to in the terms and provisions of an instrument which is registered in the Land Registry including a deed of mutual covenant (if any)."

(The classes of proceedings within the Tribunal's jurisdiction are listed in Schedule 10.)

Why a DMC term binds a later buyer at all is answered by Cap. 219 section 41(9):

"A covenant in an instrument registered in the Land Registry under the Land Registration Ordinance (Cap. 128) against the land affected by the covenant shall bind the successors in title of the covenantor and the persons deriving title under or through him or them whether or not they had notice of the covenant."

The words are "whether or not they had notice of the covenant". That is what registration does, and it is independent of whether the buyer ever read the DMC.

But section 41(9) does not operate on its own. Sections 41(1) and 41(2) set the gateway for the whole section: 41(1) applies it to express covenants and to covenants implied by or under the Ordinance or any other law, and 41(2) states three conditions —

"This section applies to any covenant, whether positive or restrictive in effect —(a)which relates to the land of the covenantor;(b)the burden of which is expressed or intended to run with the land of the covenantor; and(c)which is expressed and intended to benefit the land of the covenantee and his successors in title or persons deriving title to that land under or through him or them."

Registration therefore does not make any and every clause run with the land: the covenant must first satisfy 41(2)(a), (b) and (c), and only then does 41(9) dispose of the notice question. Section 41(5) adds that a positive covenant is not, by virtue only of section 41, enforceable against a lessee, against a person deriving title under a lessee, or against a person merely because he is an occupier; section 41(6) defines what a positive covenant is. And section 41(8) puts an end point on liability:

"A covenant shall not bind a person after he has ceased to have any estate or interest in the land affected by that covenant except in respect of a breach of that covenant committed by him before that cessation."

So once the property is sold, fresh breaches are no longer the former owner's concern, but breaches he committed before the sale still are. Whether a particular DMC clause satisfies the three section 41(2) conditions depends on its wording.

6. The Mortgage Deed

It can only be made as a legal charge

Cap. 219 section 44(1):

"After the commencement* of this section, a mortgage of a legal estate, including any second or subsequent mortgage of that legal estate, may be effected at law only by a charge by deed expressed to be a legal charge."

Section 44(2) is the subsection that does the most work here:

"Under a mortgage effected by a legal charge, the mortgagor and the mortgagee shall, subject to this Ordinance, have the same protection, powers and remedies (including but not limited to those relating to foreclosure and the equity of redemption but excluding the power of the mortgagee to enter into possession before any default by the mortgagor) as if the mortgage had been effected by way of assignment of the legal estate before the commencement* of this section."

Note what the parenthesis takes out: the power of the mortgagee to enter into possession before any default by the mortgagor. Read that alongside Fourth Schedule paragraph 2 below (the power to enter and take possession of the mortgaged land) — under a legal charge, possession is not available before the mortgagor is in default.

The Schedule terms on the mortgage side are Second Schedule Part C ("(In a Legal Charge)"), not Part A. They are incorporated by reference under section 36 in the same way, and the first of them is the borrower's payment and indemnity covenant:

"(a)That the borrower shall during the continuance of the legal charge pay the premium and other moneys (if any) and Government rent and perform and observe the covenants terms and conditions by and in the Government lease reserved and contained and shall pay the property tax (if any) rates charges outgoings and impositions from time to time assessed charged or imposed on or payable in respect of the property or any part thereof and shall at all times keep the lender indemnified therefrom and from and against all actions suits expenses and claims which may be incurred or sustained on account of the non-payment of the said premium or other moneys (if any) or Government rent property tax rates charges outgoings and impositions or any part thereof or the breach or non-performance or non-observance of the said covenants terms and conditions or any of them."

(The remaining items in Part C are not set out here.)

Section 44(5) permits a second charge:

"Subject to any agreement between the mortgagor and the mortgagee, where the mortgaged land is mortgaged by way of legal charge, the mortgagor may execute a second or subsequent charge against the mortgaged land by a legal charge."

Section 44(6) deals with custody of the deeds:

"Unless the contrary intention is expressed, the mortgagee under the first mortgage of a legal estate shall be entitled to possession of the deeds of title relating to the mortgaged land."

That subsection is where "the bank holds the deeds" comes from — and it too opens with "Unless the contrary intention is expressed". Section 47(1) preserves a right of inspection:

"A mortgagor and a mortgagee not having possession of the deeds of title relating to the mortgaged land, for so long as they have an interest in that land, shall be entitled at any reasonable times to inspect and make copies of those deeds in the possession of a mortgagee."

Tacking is dealt with by section 45, and section 45(1) is the exception rather than the rule — the general rule is in section 45(3). Section 45(1) first, where limb (c) speaks directly to a mortgage expressed to secure "all money which may, from time to time, be owing to the prior mortgagee":

"A mortgagee under prior mortgage may make a further advance or re-advance to rank in the same priority over a subsequent mortgage as the original advance under that prior mortgage—(a)if the subsequent mortgagee so consents; or(b)where the further advance or re-advance does not exceed, with any other outstanding advance or re-advance, the specified maximum amount secured under that prior mortgage; or(c)where that prior mortgage is in favour of an authorized institution (as defined in the Banking Ordinance (Cap. 155)) and is expressed to secure all money which may, from time to time, be owing to the prior mortgagee, and paragraphs (b) and (c) shall have effect whether or not the prior mortgagee had notice of the subsequent mortgage at the time when the further advance or re-advance was made by the prior mortgagee."

Section 45(2) extends that priority to interest and costs:

"The priority to which a prior mortgagee is entitled under subsection (1) shall extend, in addition to the amount secured under the prior mortgage, to interest on that amount and to all costs, charges and expenses secured under the mortgage."

And section 45(3) is the general rule:

"Subject to subsection (1), the right to tack in relation to land is abrogated:"

A proviso is attached to it:

"Provided that nothing in this section shall affect any priority acquired before the commencement* of this section."

So the right to tack in relation to land is abrogated, and what survives is only what section 45(1)(a), (b) and (c) permit; a priority acquired before the commencement of the section is unaffected. Reading section 45(1) on its own leaves a general common law right to tack apparently intact.

Where the bank's powers come from: section 51 and the Fourth Schedule

Section 51(1):

"Unless the contrary intention is expressed, there shall be implied in any legal charge or equitable mortgage by deed, the powers, exercisable by the mortgagee, a receiver (acting personally or through their agents) and any person entitled to give a receipt for the mortgage money on its repayment, mentioned in the Fourth Schedule."

Section 51(2):

"Any power exercisable under a mortgage shall be subject to any prior estates, interests and rights to which the mortgaged land is subject."

Section 51(3) is a limit on equitable mortgages — section 51(1) extends the Fourth Schedule powers to "any legal charge or equitable mortgage by deed", and section 51(3) immediately draws the line for the latter:

"No power of sale shall empower a mortgagee or a receiver under an equitable mortgage, by virtue of that mortgage only, to assign the legal estate in the mortgaged land."

So an equitable mortgagee may have a power of sale, but cannot assign the legal estate on the strength of that mortgage alone.

Section 51(4) lets the mortgage deed vary them:

"The powers implied by subsection (1), and the provisions of the Fourth Schedule relating to the exercise of those powers may be varied or extended by the mortgage deed and, as so varied or extended, shall have effect as if contained in this Ordinance."

And the section carries a temporal limit of its own, immediately after (4). Section 51(5):

"This section shall not apply to any mortgage executed before the commencement* of this section."

So a mortgage executed before the commencement of section 51 — given in the section's editorial note as 1 November 1984 — carries no implied Fourth Schedule powers at all, and the whole apparatus set out below does not reach it. Section 13(5) draws the same kind of line for section 13.

Fourth Schedule paragraph 8 is the power of sale:

"8.To sell and assign the mortgaged land, subject to any prior estates, interests and rights to which the mortgaged land is subject, but free from the mortgage and all other estates, interests and rights to which the mortgage has priority, in such manner and subject to such lawful conditions as the mortgagee or receiver thinks fit; with power to vary or rescind any contract for sale, buy in at any auction and to resell without being answerable to the mortgagor for any loss occasioned."

Paragraph 2 is taking possession:

"2.To take possession of the mortgaged land and, for that purpose, to take any legal proceedings."

When it may be exercised: Fourth Schedule paragraph 11

Paragraph 8 does not stand alone. Fourth Schedule paragraph 11:

"The powers mentioned in paragraphs 2 to 9 shall not be exercisable unless—(a)notice requiring payment of the mortgage money has been served on the mortgagor, or on one of the several mortgagors, and default has been made in payment of the mortgage money or part thereof for one month after such service; or(b)interest under the mortgage is in arrear and unpaid for one month after becoming due; or(c)there has been a breach of a provision, express or under this Ordinance, of the mortgage other than a covenant for payment of the mortgage money and interest."

Three conditions; any one will do, but one must hold. Limb (a) is not "default, therefore sale" — notice requiring payment must have been served, and default must have continued for one month after that service. Limb (b) is interest in arrear and unpaid for one month after becoming due. Limb (c) is a breach of some provision other than the covenant to pay the mortgage money and interest.

Section 50(1) separately implies a power to appoint a receiver, and section 50(2) makes the receiver the mortgagor's agent:

"There shall be implied in any legal charge or equitable mortgage by deed, where the mortgage money has become due, a power exercisable in writing by the mortgagee and any person entitled to give a receipt for the mortgage money on its repayment to appoint a receiver or receivers of the mortgaged land and the income thereof, to remove any receiver appointed and appoint another in his place."

"Any receiver so appointed will be deemed the agent of the mortgagor and the mortgagor will be solely responsible for the receiver’s acts and defaults."

What a sale does, how the money is applied, and what protects the buyer

Section 53(1):

"Where a mortgagee or receiver sells under an express or statutory power of sale, the assignment shall operate— (a)to assign to the purchaser the mortgagor’s estate in that land, subject to any other mortgage having priority to the mortgage under which the sale is made; and(b)to discharge that land from the mortgage under which the sale is made and any subsequent mortgage."

Section 53(2) is a different thing altogether — an order of foreclosure absolute is an order of the court:

"Where a mortgagee obtains an order of foreclosure absolute, that order shall (unless it otherwise provides) operate—(a)to assign to the mortgagee the mortgagor’s estate in the mortgaged land, subject to any other mortgage having priority to the mortgage under which the foreclosure order was obtained; and(b)to discharge that land from the mortgage under which the foreclosure order was obtained and any subsequent mortgage."

Section 54 fixes the order in which the money is applied:

"Any money received by a mortgagee or a receiver from the sale or other dealing with the mortgaged land or any security comprised in the mortgage shall be applied according to the following priority—(a)in discharge of all rent, taxes, rates and other outgoings due and affecting the mortgaged land;(b)unless the mortgaged land is sold subject to a prior incumbrance, in discharge of that prior incumbrance;(c)in payment of the receiver’s lawful remuneration, costs, charges and expenses and all lawful costs and expenses properly incurred in the sale or other dealing;(d)in payment of mortgage money, interest and costs due under the mortgage,and any residue shall be paid to the person who, immediately before any sale or other dealing, was entitled to the mortgaged land or authorized to give a receipt for the proceeds of the sale of that land."

The order is worth remembering: rent, taxes, rates and other outgoings first, then any prior incumbrance, then the receiver's remuneration and the costs of sale, and only then the mortgage money, interest and costs; the residue goes back to the owner.

Section 52 protects someone buying from a mortgagee:

"Where a sale is made under a mortgage, the title of the purchaser shall not be affected by the fact that no case had arisen to authorize the sale or that due notice was not given or that the power was otherwise improperly or irregularly exercised; but any person who suffers loss through an unauthorized, improper or irregular exercise of the power of sale shall have a remedy in damages against the person exercising the power."

That section has two halves, and the second is routinely dropped. First half: the purchaser's title is unaffected. Second half: anyone who suffers loss through an unauthorized, improper or irregular exercise of the power of sale has a remedy in damages against the person exercising the power.

Redemption and discharge

Section 56(1):

"A receipt, written on or annexed to a mortgage deed, for all money secured by that mortgage, which is executed by the mortgagee or the person in whom the mortgage is vested and who is legally entitled to give a receipt for the mortgage money, shall operate, without any surrender or release as a discharge and, where applicable, reassignment of the mortgaged property from all principal money and interest secured by, and from all claims under, that mortgage, but without prejudice to any term or other interest which is paramount to the estate or interest of the mortgagee or other person in whom the mortgage is vested."

Section 56(2):

"Upon performance of the terms of a mortgage, a mortgagor shall be entitled, at his cost and charge, to a receipt mentioned in subsection (1)."

At the mortgagor's own cost and charge, which is stated in the provision itself. Section 62(1) requires notices under the Ordinance relating to land to be in writing:

"Any notice relating to land required or authorized by this Ordinance to be served or given shall be in writing."

But "in writing" is not the whole of section 62. Fourth Schedule paragraph 11(a), on which this section turns, depends on a notice having been served, and what counts as service is in section 62(2) to (6). Section 62(2) deals with how the notice is addressed:

"Any notice required or authorized by this Ordinance to be served on a mortgagor or lessee shall be sufficient, although only addressed to the mortgagor or lessee by that designation, without his name, or generally to the persons interested, without any name, and notwithstanding that any person to be affected by the notice is absent, under disability, unborn, or unascertained."

Sections 62(3) and (4) are the modes of service:

"Any notice required or authorized by this Ordinance to be served shall be sufficiently served if it is left at the last-known place of abode or business in Hong Kong of the mortgagee, mortgagor, or lessee or other person to be served, or, in case of a notice required or authorized to be served on a mortgagor or lessee, is affixed or left for him on the land comprised in the mortgage or lease."

"Any notice required or authorized by this Ordinance to be served shall also be sufficiently served if it is sent by post."

Section 62(5) extends these rules to notices required by an instrument and to notices terminating a lease, and section 62(6) takes court and tribunal proceedings out:

"Unless the contrary intention is expressed, the provisions of this section shall extend to—(a)notices required to be served by any instrument affecting land; and(b)notices to terminate any lease."

"This section does not apply to notices served in proceedings in any court or tribunal.[cf. 1925 c. 20 s. 196 U.K.]"

Registration of the mortgage instrument takes us back to Cap. 128 sections 3 and 5: an unregistered mortgage remains good between the parties, but is absolutely null and void against a subsequent bona fide purchaser or mortgagee for valuable consideration (section 3(2)), and the one-month window in section 5 decides whether it takes effect by relation to its date.

7. One solicitor for buyer and lender

The common Hong Kong arrangement is that the buyer's solicitor also handles the lender's mortgage documents. The rule that governs it is rule 5C of the Solicitors' Practice Rules (Cap. 159 sub. leg. H), not an unnamed guidance note.

Rule 5C(1):

"Subject to subrules (2), (3), (4) and (5), a solicitor, or 2 or more solicitors practising in partnership or association, shall not act for both the vendor and the purchaser on a sale or other disposition of land for value."

Note that the subrule is about vendor and purchaser, not lender and borrower.

And note its opening words — "Subject to subrules (2), (3), (4) and (5)". Those four subrules are not exceptions in the abstract: subrules (2), (3) and (4) are the first-hand developer sale, which is exactly the transaction section 9 of this article is about; subrule (5) extends that same permission to a sub-sale. Rule 5C(2) permits one solicitor to act for both vendor and purchaser in the sale of a unit or other interest in an uncompleted development for which the Director of Lands' consent is required under the Government grant. Rule 5C(3) permits it for an uncompleted development where that consent is not required, but only if a statutory declaration in the Council's specified form has been deposited in the Land Registry and the agreement contains the clauses the Council specifies for mandatory inclusion. Rule 5C(4) permits it in a completed development sold by the owner of the whole development, where no assignment has been executed since the date of the occupation permit or certificate of compliance, "whichever is required in respect of such sale and purchase, and if both are required, the earlier", and again only if the agreement carries the Council's mandatory clauses. Rule 5C(5) extends the same permission to a sub-sale on the same mandatory-clause condition.

So a buyer of a new flat who is told that the developer's solicitor is also acting for him is not being told about a breach of rule 5C(1) — he is in rule 5C(2), (3) or (4). Under rules 5C(3) and (4), the Council's mandatory clauses — and, under 5C(3), the deposited statutory declaration — are the conditions the permission rests on; rule 5C(2)'s only condition is that the development requires the Director of Lands' consent.

Rule 5C(6) then lists what the rule does not apply to at all:

"This rule shall not apply—(a)if the parties are associated parties; (b)to a sale or other disposition of land the consideration of which does not exceed $1,000,000 or such other amount as the Council may, subject to the prior approval of the Chief Justice, from time to time determine, and in respect of which there is no conflict of interest; (c)to a mortgage of land; (d)to a lease of land; or (e)to a sale or other disposition of land in respect of which the contract for sale and purchase was entered into before the commencement# of the Solicitors’ Practice (Amendment) Rules 1989 (L.N. 154 of 1989)."

Limb (c): a mortgage of land. The prohibition in rule 5C does not extend to a mortgage of land, and that is the regulatory basis on which one solicitor handles both the buyer's purchase and the lender's charge. Note also the $1,000,000 in limb (b): that amount may be changed from time to time by the Council, "subject to the prior approval of the Chief Justice".

There is also rule 5C(8), which extends the rule to a group practice:

"This rule applies to 2 or more solicitors or firms conducting their businesses as members of the same group practice as it applies to any 2 or more solicitors practising in partnership or association."

So two firms in the same group practice do not fall outside rule 5C by being two firms. (Rule 5C(7) is currently blank.)

The Rules also carry a general provision, rule 2:

"A solicitor shall not, in the course of practising as a solicitor, do or permit to be done on his behalf anything which compromises or impairs or is likely to compromise or impair—(a)his independence or integrity; (b)the freedom of any person to instruct a solicitor of his choice; (c)his duty to act in the best interests of his client; (d)his own reputation or the reputation of the profession; (e)a proper standard of work; or (f)his duty to the court."

Developer sales carry a further costs provision, Cap. 219 section 34A. Which agreements it applies to comes first, in section 34A(1):

"This section applies to an agreement for the sale and purchase of undivided shares in land, together with a right to exclusive occupation of a unit or other interest—(a)in an uncompleted development of the land; or(b)in a completed development of the land where—(i)the vendor is the developer of the whole development; and(ii)no assignment of the unit or interest has been executed since the date on which the relevant occupation permit or certificate of compliance was issued in respect of the development."

Section 34A(2) extends it to sub-sales and sub-purchases, but only where the same solicitor is authorized to act for both sub-vendor and sub-purchaser:

"This section also applies to an agreement for the sub-sale and sub-purchase of undivided shares in land, together with a right to exclusive occupation of a unit or other interest in an uncompleted or completed development referred to in subsection (1), but only where a solicitor or solicitor corporation, or 2 or more solicitors practising in partnership or association, is or are authorized, by or under the Legal Practitioners Ordinance (Cap. 159), to act for both the sub-vendor and the sub-purchaser of those undivided shares."

An agreement within section 34A(1) or (2) is what section 34A(3) means by "an agreement to which this section applies":

"Any provision of an agreement to which this section applies is void in so far as it would, but for this section, have the effect of requiring the purchaser or sub-purchaser of the undivided shares in the relevant land to pay the costs of the vendor or sub-vendor in or in relation to—(a)preparing, completing, stamping and registering the agreement; or(b)preparing, obtaining approval for and executing any instrument that gives effect to the agreement; or(c)preparing and executing any relevant preliminary agreement."

And section 34A(4) attaches a condition to that protection:

"Subsection (3) has effect only where the vendor and purchaser, or the sub-vendor and sub-purchaser, under the agreement have separate legal representation."

So the protection operates only where vendor and purchaser have separate legal representation.

8. Stamp duty and title

Rates are not the subject here (see stamp-duty-property-hong-kong), but what happens to a title document that is not duly stamped is. Cap. 117 section 15(1):

"Subject to subsection (1A) and section 15A, no instrument chargeable with stamp duty shall be received in evidence in any proceedings whatsoever except— (a)criminal proceedings; (b)civil proceedings by the Collector to recover stamp duty or any penalty payable under this Ordinance, or be available for any other purpose whatsoever, unless such instrument is duly stamped."

The closing words are "or be available for any other purpose whatsoever, unless such instrument is duly stamped". That is wider than inadmissibility. Section 15(1A) provides a route out:

"Notwithstanding anything in subsection (1), an instrument which is not duly stamped may be received in evidence in civil proceedings before a court if—(a)the court so orders upon the personal undertaking of a solicitor to cause—(i)such instrument to be stamped in respect of the stamp duty chargeable thereon; and(ii)any penalty payable under section 9 in respect thereof to be paid; or (b)the instrument is endorsed by the Collector under section 14(1C)."

The opening words of section 15(1) also name section 15A, which is a second exception. Section 15A(1) sets out which instruments it reaches:

"This section applies to an instrument that is not duly stamped only because it falls within either or both of the following—(a)the specified amount (as defined by section 29DH(1)) payable for the instrument under section 29DH(3) or (5) is not paid; (b)the buyer’s stamp duty chargeable on the instrument is not paid."

Section 15A(2) is the effect:

"Despite section 15(1), the instrument may be received in evidence in civil proceedings before a court if—(a)for a conveyance on sale—it is produced in evidence by a person who is not the transferee under the instrument; or (b)for an agreement for sale—it is produced in evidence by a person who is not the purchaser under the instrument."

So an instrument that is not duly stamped only because the section 29DH specified amount or the buyer's stamp duty is unpaid may still be received in evidence in civil proceedings, if it is produced by someone who is not the transferee or purchaser under it.

Section 15(2) turns to public officers:

"Subject to subsection (3), no instrument chargeable with stamp duty shall be acted upon, filed or registered by any public officer or body corporate unless such instrument is duly stamped or is endorsed by the Collector under section 14(1C); and any such public officer who or body corporate which fails to comply with this subsection shall incur a penalty at level 2 which shall be recoverable by the Collector as a civil debt due to the Government."

And section 15(3) opens a gap for Land Registry registration while closing off what it proves:

"Subsection (2) does not apply in relation to the registration of—(aaa)an instrument an amount of liability of stamp duty of which has been suspended under Subdivision 3 of Division 6A of Part IIIA; (a)an instrument under the Land Registration Ordinance (Cap. 128) if the instrument is stamped under section 5(1), 13(2) or 18E(1); or (aa)(Addition not yet in operation—see 26 of 2004 s. 41)(b)an instrument of transfer if the instrument is stamped under section 13(2),but the registration does not affect the question of whether the instrument is duly stamped."

Note the closing words. That an instrument has been registered at the Land Registry does not settle whether it is duly stamped.

And section 15(4) is the working rule where a public officer is acting on a duplicate or a copy:

"If a public officer is empowered or required by law to act upon, file or register a duplicate or copy of any instrument, and if the original of such instrument would require to be duly stamped if acted upon, filed or registered by such public officer, it shall be lawful for such public officer to call for the production of the original instrument, or for evidence to his satisfaction that it is duly stamped, and no public officer shall act upon, file or register any such duplicate or copy without production of the original instrument duly stamped or of evidence as aforesaid."

A registry handed a copy may call for the original duly stamped, or for evidence to its satisfaction that it is duly stamped, and until one or the other is produced the officer must not act upon, file or register the copy.

The cost of stamping late is in section 9(1):

"Except in the case of an instrument to which section 5(5) or 13(7)(a) applies, any instrument chargeable with stamp duty which is not stamped before or within the time for stamping such instrument shall not be stamped except by the Collector upon payment of the stamp duty and a penalty of whichever of the following amounts applies— (a)if the instrument is so stamped not later than 1 month after the time for stamping, the penalty shall be double the amount of the stamp duty;(b)if the instrument is so stamped later than 1 month but not later than 2 months after the time for stamping, the penalty shall be 4 times the amount of the stamp duty;(c)in any other case, the penalty shall be 10 times the amount of the stamp duty."

Double, four times, ten times, according to how late. Section 9(2) preserves a power to remit:

"The Collector may remit the whole or any part of any penalty payable under subsection (1)."

Section 4(5) is the recovery limit:

"No action shall be brought by virtue of subsection (3), (3AA) or (4) or section 45(5A)(c) for the recovery of any stamp duty with respect to any instrument more than 6 years from the expiration of the time for stamping such instrument."

9. First-hand residential property

Buying from a developer adds a layer that no other chapter here supplies. Cap. 621 section 52(1):

"A preliminary deposit of 5% of the purchase price is payable by a person to the owner on entering into a preliminary agreement for sale and purchase in respect of the specified residential property with the owner."

Section 52(2) makes it override the contract:

"If there is any conflict or inconsistency between subsection (1) and a provision of a preliminary agreement for sale and purchase, subsection (1) prevails over the provision to the extent of the conflict or inconsistency."

The 5% can change, and without amending the Ordinance — section 52(3):

"The Secretary may, by notice published in the Gazette, amend subsection (1) by substituting another percentage for the percentage specified in that subsection."

Section 53(1) sets the scope first:

"This section applies if a person enters into a preliminary agreement for sale and purchase with the owner in respect of the specified residential property."

Section 53(2) is the timetable:

"If a person executes an agreement for sale and purchase in respect of the residential property within 5 working days after the date on which the person enters into the preliminary agreement for sale and purchase, the owner must execute the agreement for sale and purchase within 8 working days after that date."

Section 53(3) is what happens if the formal agreement is not executed:

"If a person does not execute an agreement for sale and purchase in respect of the residential property within 5 working days after the date on which the person enters into the preliminary agreement for sale and purchase—(a)the preliminary agreement is terminated;(b)the preliminary deposit is forfeited; and(c)the owner does not have any further claim against the person for the failure."

And section 53(4) is the subsection most often left out:

"For the purposes of subsection (3)(c), any right of the owner under common law rules or equitable principles to make further claims against the person for the failure is abrogated."

Once the preliminary deposit is forfeited, the owner cannot come back for more. The common-law right to make further claims is expressly abrogated.

Section 53(5) runs the other way — what happens when the owner is the one in default:

"If subsection (2) is contravened, the owner commits an offence and is liable to a fine of $1,000,000."

The duty in section 53(2) is the owner's duty to execute within 8 working days after the date on which the person enters into the preliminary agreement — the same anchor date as the buyer's 5-day clock, not the date the buyer executes the formal agreement. So the two sides of this section are not symmetrical: the buyer's failure costs the preliminary deposit (section 53(3) and (4)); the owner's failure is a criminal offence carrying a $1,000,000 fine (section 53(5)).

Section 54 requires the preliminary agreement to contain the Schedule 4 provisions:

"The owner must not enter into a preliminary agreement for sale and purchase in respect of the specified residential property with any person unless that preliminary agreement contains the provisions set out in Schedule 4—(a)with additional information inserted in accordance with the instructions specified in those provisions as printed in italics; and(b)with deletions made in accordance with the instructions specified in those provisions as marked with an asterisk (*)."

The expression "saleable area" is defined in section 8(1):

"In this Ordinance—saleable area (實用面積), in relation to a residential property—(a)means the floor area of the residential property;(b)includes the floor area of every one of the following to the extent that it forms part of the residential property—(i)a balcony;(ii)a utility platform;(iii)a verandah; and(c)excludes the area of every one of the items specified in Part 1 of Schedule 2 to the extent that it forms part of the residential property."

The purpose of the Register of Transactions is in section 61:

"The purpose of the Register of Transactions for the development is to provide a member of the public with the transaction information relating to the development, as set out in the Register, for understanding the residential property market conditions in Hong Kong."

And civil liability for misrepresentation is in sections 77(1) and (2):

"This section applies if a person makes a fraudulent misrepresentation or reckless misrepresentation by which another person is induced to purchase a specified residential property."

"The person who makes the misrepresentation is liable to pay compensation by way of damages to the other person for any pecuniary loss that the other person has sustained as a result of the reliance by the other person on the misrepresentation. This subsection applies whether or not the person who makes the misrepresentation also incurs any other liability."

10. Planning and unauthorised works

Town planning: what a plan does, and where the offences sit

Cap. 131 sections 11(1) and (2) put approved plans into the Land Registry for free public inspection:

"After a plan or a part of a plan is approved under section 9, the Chairman of the Board is to cause a copy of the approved plan or partly approved plan, that is certified by the Chairman, to be deposited in the Land Registry."

"Every copy deposited under subsection (1) is to be made available by the Land Registrar for public inspection free of charge."

Section 13 states the status of an approved plan:

"Approved plans and approved parts of partly approved plans must be used by all public officers and bodies as standards for guidance in the exercise of any powers vested in them."

The words are "as standards for guidance in the exercise of any powers vested in them". The addressees are public officers and bodies. Where permission is needed, the application is made under section 16(1): where a draft plan, partly approved plan or approved plan "provides for the grant of permission for any purpose, an application for the grant of such permission must be made to the Board".

The unauthorized-development offences in Cap. 131 have a geographic condition. Sections 21(1) and (2):

"While a plan of a development permission area is effective, a person must not undertake or continue development in the development permission area unless—(a)the development in the area is an existing use;(b)the development in the area is permitted under a plan—(i)that is prepared under section 3(1)(b) (whether or not the plan is approved in whole or in part under section 9); and(ii)that is the latest plan in relation to the area; or(c)permission to do so has been granted under section 16."

"A person who contravenes subsection (1) commits an offence and is liable, in the case of a first conviction, to a fine of $500,000 and, in the case of a second or subsequent conviction, to a fine of $1,000,000."

Sections 20(7) and (8) are the same structure in a different situation:

"Where land that is within a plan referred to in subsection (1) is included in a plan prepared under section 3(1)(a), a person must not undertake or continue development on that land unless— (a)the development was an existing use in relation to the plan prepared under this section;(b)the development on that land is permitted under a plan—(i)that is prepared under section 3(1)(a) (whether or not the plan is approved in whole or in part under section 9); and(ii)that is the latest plan in relation to the land; or (c)permission to do so has been granted under section 16 either before or after the land was included in the plan prepared under section 3(1)(a)."

"A person who contravenes subsection (7) commits an offence and is liable, in the case of a first conviction, to a fine of $500,000 and, in the case of a second or subsequent conviction, to a fine of $1,000,000."

Enforcement is in section 23(1):

"Where, in the opinion of the Authority, there is or was unauthorized development, the Authority may, in a notice served on one or more of a land owner, an occupier or a person who is responsible for the relevant matters— (a)specify the relevant matters; and (b)specify a date by which the Authority requires the relevant matters to be discontinued, if they have not by then been discontinued."

Among the Cap. 131 provisions covered here, the unauthorized-development offences (sections 20(8), 21(2) and 21F(2)) and the section 23 enforcement power all turn on the definition of "unauthorized development". That section 2 definition has two limbs: (a) in relation to land included in a plan of a development permission area, land to which section 20(7) applies, or a regulated area, it means development in contravention of the Ordinance; and (b) in sections 22 and 23, in relation to land referred to in section 23(4), it means development other than development permitted under a plan of an interim development permission area, undertaken on or after the date on which notice of that plan is gazetted. So section 23 does not reach only development permission areas and regulated areas — land to which section 20(7) applies, and interim development permission area land, are within its range too. That does not make planning irrelevant to an urban flat — it reaches the title by a different route, namely the covenants in the Government lease. Cap. 648 section 13(2)(b) writes compliance with the Town Planning Ordinance (Cap. 131) and its subsidiary legislation into an extended lease as a covenant of the lessee, and section 13(2)(d) attaches the Government's right of re-entry to a breach.

Two more provisions have to be read alongside these: sections 20(9), 21(3) and 21F(3) each qualify the offence in 20(8), 21(2) and 21F(2) respectively, providing that each of those subsections has effect subject to section 111 of the Private Columbaria Ordinance (Cap. 630); and section 23(13) likewise provides that subsections 23(1) and (2) have effect subject to that same section 111.

The Buildings Ordinance: orders, notices, and a cost that follows the property

Cap. 123 section 14(1):

"Save as otherwise provided, no person shall commence or carry out any building works or street works without having first obtained from the Building Authority—(a)his approval in writing of documents submitted to him in accordance with the regulations; and(b)his consent in writing for the commencement of the building works or street works shown in the approved plan."

Section 14(2) states the limits of an approval:

"Subject to section 28B(4), neither the approval of any plans nor the consent to the commencement of any building works or street works shall be deemed— (a)to confer any title to land;(b)to act as a waiver of any term in any lease or licence; or(c)to grant any exemption from or to permit any contravention of any of the provisions of this Ordinance or of any other enactment."

The first two of the three things an approval is not deemed to do are "to confer any title to land" and "to act as a waiver of any term in any lease or licence". An approved plan is not lease compliance.

Section 24(1) is the demolition or alteration order:

"Where any building has been erected, or where any building works or street works have been or are being carried out in contravention of any of the provisions of this Ordinance the Building Authority may by order in writing require—(a)the demolition of the building, building works, or street works; or(b) (c)such alteration of the building, building works or street works as may be necessary to cause the same to comply with the provisions of this Ordinance, or otherwise to put an end to the contraventions thereof,and in every case specify the time within which the demolition, alteration or work required by such order shall be commenced and the time within which the same shall be completed."

Section 24(1A) excludes minor works commenced under the simplified requirements from subsection (1).

Another subsection has to be read here too: section 24(6) qualifies the whole of subsection (1). It provides that subsection (1) has effect subject to section 112 of the Private Columbaria Ordinance (Cap. 630) and to section 72 of the Basic Housing Units Ordinance (Cap. 658).

Section 24(2C) allows the order to be registered:

"The Building Authority may, upon the service of an order under subsection (2)(a), (b) or (c)(iii) or (2A), cause the order to be registered in the Land Registry against—(a)if the order has been served on the owner of any land or premises in accordance with subsection (2)(a) or (c)(iii), the land or premises;(b)if the order has been served on the frontagers in accordance with subsection (2)(b), the premises of the frontagers to which the street works relate; or(c)if the order has been served on the owner of other land or premises in accordance with subsection (2A), that other land or premises."

Section 24(3) is the Government doing the work:

"If an order made under subsection (1) is not complied with, the Building Authority may demolish or alter or cause to be demolished or altered such building, building works or street works."

And then section 24(4A), which is the subsection a buyer most needs to know:

"Where the order has been registered with the Land Registry in accordance with subsection (2C), the cost of any demolition or alteration under subsection (3) in relation to the building, building works or street works to which the order relates shall be recoverable from—(a)if the order had been served on the owner of any land or premises in accordance with subsection (2)(a) or (c)(iii), the person who, as at the date of completion of the demolition or alteration, is the owner of that land or premises;(b)if the order had been served on the frontagers in accordance with subsection (2)(b), the persons who, as at the date of completion of the demolition or alteration, are the frontagers to which the street works relate; or(c)if the order had been served on the owner of other land or premises in accordance with subsection (2A), the person who, as at the date of completion of the demolition or alteration, is the owner of that other land or premises."

Once the order is registered at the Land Registry, the cost of work done by the Building Authority is recoverable from "the person who, as at the date of completion of the demolition or alteration, is the owner of that land or premises". The date the provision fixes on is the completion of the works, not the completion of the sale. If the Building Authority's work is completed after the sale completes, the buyer pays; if it was completed before, the owner at that time — the seller — pays. So this is not a loose end that can be left with the seller, but which of the two it lands on turns on the date the demolition or alteration was completed.

Section 24C creates a second kind of document — a notice:

"Where any building has been erected, or where any building works have been or are being carried out, in contravention of any of the provisions of this Ordinance, the Building Authority, without prejudice to his powers under sections 24 and 24B, may issue a notice in writing—(a)identifying the location of the building or building works and the land or premises affected by the building or building works;(b)describing the building or building works which, in the opinion of the Building Authority, has been erected or have been or are being carried out in contravention of any of the provisions of this Ordinance and stating those provisions;(c)stating the powers of the Building Authority under this Ordinance in relation to the building or building works; and(d)specifying a date after which the notice will be registered with the Land Registry in accordance with subsection (4) if before that date—(i)the building or building works is or are not demolished; or(ii)the building or building works is or are not altered in such a manner as to cause the building or building works to comply with those provisions, or otherwise to put an end to the contraventions of those provisions."

Sections 24C(4) and (5):

"The Building Authority shall, where the building or building works is or are not demolished or altered in the manner described in subsection (1)(d)(ii) before the date specified in the notice, cause the notice to be registered in the Land Registry against—(a)if the notice has been served on the owner of any land or premises in accordance with subsection (2), the land or premises; or(b)if the notice has been served on the owner of other land or premises in accordance with subsection (3), that other land or premises."

"A notice under this section shall be deemed to be an instrument affecting land or premises and shall be registrable in the Land Registry."

Section 24C(6) is how it is cleared:

"Where the building or building works the subject of a notice issued under subsection (1) has or have been demolished or altered in the manner described in subsection (1)(d)(ii), the Building Authority may lodge in the Land Registry an appropriate instrument of satisfaction against that notice."

So where a search shows a section 24C notice, the question is not "was it demolished" but "was an instrument of satisfaction lodged".

One more subsection has to be read: section 24C(7) qualifies the whole of subsection (1). It provides that subsection (1) has effect subject to section 112 of the Private Columbaria Ordinance (Cap. 630) and to section 72 of the Basic Housing Units Ordinance (Cap. 658).

11. Compulsory sale for redevelopment

An old building bought out whole for redevelopment goes through Cap. 545. Section 3(1):

"Subject to subsection (5), the person or persons who owns or own, otherwise than as a mortgagee, not less than 90% of the undivided shares in a lot may make an application—(a)accompanied by a valuation report as specified in Part 1A of Schedule 1; and (b)to the Tribunal for an order to sell all the undivided shares in the lot for the purposes of the redevelopment of the lot."

90% is the Ordinance's own figure, but section 3(5) is a power to move it:

"Subject to subsection (6), the Chief Executive in Council may, by notice in the Gazette, specify a percentage lower than the percentage mentioned in subsection (1) in respect of a lot belonging to a class of lots specified in the notice and, in any such case, subsection (1) and the other provisions of this Ordinance shall be construed as if, in relation to a lot belonging to that class of lots, that percentage so specified were substituted for the percentage mentioned in subsection (1)."

The Chief Executive in Council may, by notice in the Gazette, specify a lower percentage for a specified class of lots. But the opening words of section 3(5) — "Subject to subsection (6)" — carry content: the Ordinance itself puts a floor under that power.

"No percentage may be specified in a notice under subsection (5) which is less than 65%."

So a lower percentage can go down to 65%, and no further. 90% is the general threshold in section 3(1), 65% is the statutory floor section 3(6) imposes on any notice, and section 3(7)(b) provides that a notice under subsection (5) is subsidiary legislation. Which percentage applies to a particular lot turns on the relevant Gazette notice.

The Tribunal does not rubber-stamp. Section 4(1) sets out how it must determine an application — and the first step is the minority owner's dispute about value:

"Subject to subsection (2), the Tribunal shall determine an application under section 3(1) by—(a)first—(i)if any minority owner of the lot the subject of the application disputes the value of any property as assessed in the application, hearing and determining the dispute;(ii)in the case of any minority owner of the lot who cannot be found, requiring the majority owner of the lot to satisfy the Tribunal that the value of the minority owner’s property as assessed in the application is—(A)not less than fair and reasonable; and(B)not less than fair and reasonable when compared with the value of the majority owner’s property as assessed in the application;(b)second—(i)making an order that all the undivided shares in the lot the subject of the application be sold for the purposes of the redevelopment of the lot; or(ii)refusing to make such an order; and(c)third, where paragraph (b)(i) is applicable—(i)appointing in the order for sale trustees satisfactory to the Tribunal nominated by the majority owner to discharge the duties imposed on trustees under this Ordinance in relation to the lot; and(ii)authorizing the trustees to charge such remuneration for their services as trustees as the Tribunal thinks fit and specified in the order."

The order matters: the valuation dispute of a minority owner is heard and determined first (and where a minority owner cannot be found, the majority owner must satisfy the Tribunal that the assessed value is not less than fair and reasonable), and only then does the Tribunal make or refuse the order for sale. Section 4(1) is itself expressed "Subject to subsection (2)", and subsection (2) is:

"The Tribunal shall not make an order for sale unless, after hearing the objections, if any, of the minority owners of the lot the subject of the application under section 3(1) concerned, the Tribunal is satisfied that—(a)the redevelopment of the lot is justified (and whether or not the majority owner proposes to or is capable of undertaking the redevelopment)—(i)due to the age or state of repair of the existing development on the lot; or(ii)on 1 or more grounds, if any, specified in regulations made under section 12; and(b)the majority owner has taken reasonable steps to acquire all the undivided shares in the lot (including, in the case of a minority owner whose whereabouts are known, negotiating for the purchase of such of those shares as are owned by that minority owner on terms that are fair and reasonable)."

Registration of the order for sale, and its effect, are in section 7(1):

"The trustees under an order for sale shall cause a copy of—(a)the order; and(b)Schedule 3,to be registered under the Land Registration Ordinance (Cap. 128) against the lot to which the order relates and, immediately upon that registration—(i)notwithstanding any other law, there shall by virtue of this section vest in the trustees the power to assign all the estate, right and interest in the lot held by the majority owner and the minority owner of the lot for—(A)the purposes of selling the lot only to the purchaser of the lot (or, if the purchaser is the majority owner or any minority owner, selling such part of the lot which is not already owned by the purchaser);(B)the purposes of discharging the duties imposed on trustees under this Ordinance in relation to the lot; and(C)the purposes of executing any documents required for any of the purposes referred to in subparagraph (A) or (B); and(ii)the conditions specified in Schedule 3 shall be binding on and enforceable against the purchaser and the purchaser’s successors in title."

Frequently Asked Questions

Next Steps

• For the purchase process, the solicitor's role and timing, see Buying Property in Hong Kong: What a Solicitor Does .
• For stamp duty rates and calculation, see Stamp Duty on Property in Hong Kong (Post-2024 Changes) .

Sources

• Conveyancing and Property Ordinance (Cap. 219), sections 12, 12A, 13, 13A, 14A, 23A, 34A, 35, 36, 38, 41, 42, 44, 45, 47, 50, 51, 52, 53, 54, 56, 62 and 64, First Schedule Parts II and V, Second Schedule Parts A and C, and the Fourth Schedule (version in force 13 December 2018)
• Land Registration Ordinance (Cap. 128), sections 1A, 2, 3, 4, 5, 5A, 16, 17, 19, 23, 23A and 26A (version in force 24 August 2025)
• Buildings Ordinance (Cap. 123), sections 14, 24 and 24C (version in force 1 March 2026)
• Town Planning Ordinance (Cap. 131), sections 2, 11, 13, 16, 20, 21, 21F and 23 (version in force 2 November 2023)
• New Territories Leases (Extension) Ordinance (Cap. 150), sections 2, 3, 4, 5, 6, 7 and 10 (version in force 24 August 2025)
• Solicitors' Practice Rules (Cap. 159 sub. leg. H), rules 2 and 5C (version in force 20 June 2019)
• Building Management Ordinance (Cap. 344), sections 19, 25, 34C, 34D, 34E, 34F, 34G, 34H, 34I, 39, 40 and 45 (version in force 13 July 2025)
• Government Rent (Assessment and Collection) Ordinance (Cap. 515), section 6 (version in force 22 May 2025)
• Land (Compulsory Sale for Redevelopment) Ordinance (Cap. 545), sections 3, 4 and 7 (version in force 6 December 2024)
• Residential Properties (First-hand Sales) Ordinance (Cap. 621), sections 8, 52, 53, 54, 61 and 77 (version in force 1 September 2023)
• Stamp Duty Ordinance (Cap. 117), sections 4, 9, 15 and 15A (version in force 26 February 2026)
• Extension of Government Leases Ordinance (Cap. 648), sections 2, 3, 6, 7, 8, 9, 12, 13 and 21 (version in force 22 May 2025)