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Certificate of Incorporation and Common Seal of IMC


If the Permanent Secretary approves the draft constitution and the list of proposed managers of the proposed IMC, she shall issue the certificate of incorporation.  At the same time, the name of the IMC, together with the name, tenure of office and category of each manager will be entered in the Register of IMCs.


A certificate of incorporation is evidence that the IMC is duly established under the Ordinance. With effect from the date of incorporation specified in the certificate of incorporation, the supervisor of the school shall cease to be the supervisor, all managers of the school who hold office as such immediately before that date shall cease to be managers of the school, and the IMC shall be established as a body corporate with perpetual succession. 


The IMC established under the Ordinance is a body corporate with perpetual succession, be capable of suing and being sued in its name and, subject to the Ordinance, of doing such other acts and things as bodies corporate may lawfully do. For example, the IMC will be the employer of teachers and it may enter into contracts with service contractors and suppliers regarding school management.


The IMC shall have an English name and a Chinese name in the form of the registered name of the school. Besides, the IMC shall have a common seal and a registered office.  



Download :  Points to Note for the Name and Common Seal of  IMCPDF (16 KB)



Related Provisions:

  (Section 40 BN) Incorporation   (For operating school)
  (Section 40 BX) Incorporation   (For planned school)



Under what circumstances could the IMC use the common seal?
The IMC shall use the common seal for situations agreed by IMC through resolution.  Before making decision, the IMC should consider the nature and importance of the issue, e.g. important contract or agreement which must be authenticated by signatures of the supervisor and one other authorized manager for its validity.  The IMC should also consider the arrangement of authorizing one school manager and the supervisor to authenticate the document by signatures when using the common seal.



What is the difference between affixing a common seal and a school chop?
A document affixed with a common seal shall be authenticated by the signatures of the supervisor of the school and one other manager authorized by the IMC to act for that purpose.  However, such authentication is not required for the affixing of s school chop.





Last revision date: 27 February 2017
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