HKSAR v. Zen Joseph and Others

On 3 September 2026, the Court of Appeal (Poon CJHC, Barma JA and Pang JA) handed down judgment in HKSAR v Zen Joseph & Ors (HCMA 446/2022, [2026] HKCA 1639), dismissing the five appellants' appeals against conviction under section 5C(1) of the Societies Ordinance (Cap 151) for failing to apply for registration of the 612 Humanitarian Relief Fund. Mr Anthony Chau, Deputy Director of Public Prosecutions, appeared for the respondent.

The appellants were the trustees of the Fund, set up during the 2019 anti-extradition bill protests to provide financial, medical and legal assistance to those involved. Between June 2019 and October 2021, it received about HK$270 million in roughly 103,000 deposits and paid out HK$263 million. After trial, Principal Magistrate Ada Yim (as she then was) convicted all five, fining each $4,000. Toh J transferred the appeal to the Court of Appeal under section 118(1)(d) of the Magistrates Ordinance.

The court rejected all seven grounds. On Issue 1, it adopted a contextual and purposive approach to "association of persons", applying the indicia from Yim Wai Tsang v Lee Yuk Har [1973] HKLR 1, and rejecting the technical "unincorporated association" reading of the SO (§124). The constitutional challenges (Issues 2 and 3) failed: the scheme was sufficiently certain, and the Hysan Development v Town Planning Board (2016) 19 HKCFAR 372 proportionality analysis came out for the Government on all four steps (§143, §202).

On the facts, the Fund was a society (§220), though the Principal Magistrate erred in describing it as an unincorporated trust. Its essential characteristics (objects, identifiable members, office-bearers, fund-raising and disbursement functions) made it an "association of persons". It was established on 28 June 2019, when the Trust Deed was signed, not 15 June 2019 when the provisional trustees first announced it at a press conference (§224-226). All five appellants were office-bearers as members of its governing body, whether or not they were also trustees (§239).

On Issue 7, the court held the section 5C(1) offence is one of absolute liability, with the mens rea presumption displaced by necessary implication. Only the statutory defence under section 5C(2) is available; the common law defence of honest and reasonable belief is not (§249).

For office-bearers of politically-active or protest-related funds, the implications are concrete. The registration threshold is low and triggered at the moment of substantive establishment, not public announcement. The principal exposure is not the application itself, but failing to make one at all. Ignorance of the law is no defence, and the absolute-liability nature of section 5C(1) leaves little room for a "good faith" defence. Counsel advising such clients should file section 5 applications within one month of any agreement that fixes the structure and objects of the body.