5 Simple Techniques For hong kong company secretary's practice manual

Section 70 of your predecessor Ordinance (as far as it relates to an allotment of shares), as in pressure right away in advance of its repeal, carries on to apply to shares allotted before the commencement day* of segment a hundred and forty four. 20. Validation by Courtroom of difficulty or allotment

L.N. 163 of 2013 03/03/2014 (1) The Court may well, on software by anyone, by buy immediate the Registrar to rectify any information on the Companies Sign up or to eliminate any info from it In the event the Court is glad that— (a) the knowledge derives from nearly anything that— (i) is invalid or ineffective; or (ii) has become accomplished without the company’s authority; or (b) the data— (i) is factually inaccurate; or (ii) derives from something that is factually inaccurate or cast. (2) If, in relation to an software for your reasons of subsection (one), a doc displaying the rectification is submitted Along with the Courtroom, the Court may well need the Registrar to rectify the data by registering the document. (3) This section would not implement When the Court docket is specifically empowered less than any other Ordinance or another provision of the Ordinance to deal with the rectification of the data on or maybe the elimination of the knowledge from the businesses Register.

Cap 622 - Firms Ordinance 159 Area: 427 Court may well purchase assertion of circumstances never to be sent L.N. 163 of 2013 03/03/2014 (one) This area applies if an application has actually been manufactured underneath section 426(1)(b) or (3) in relation to a statement of situation presented by anyone to some company. (2) When the Court docket is satisfied that the person has abused using the statement of conditions or is using the assertion to safe Unnecessary publicity for defamatory matter, the Court docket— (a) will have to immediate that copies of your assertion aren't to become sent underneath part 426(one)(a); and (b) may perhaps order the person, while not a party to the applying, to pay for the applicant’s costs on the appliance in entire or partially. (3) When the Court docket provides Instructions beneath subsection (two)(a), the company need to, inside 15 times beginning around the day on which the directions are provided— (a) ship a observe environment out the result of the directions to— (i) each member of the company; and (ii) Except presently named as a party for the proceedings, the one that has offered the assertion of instances on the company; and (b) produce a duplicate of your notice to your Registrar for registration. (4) In the event the Court docket decides to not grant the application, the company need to, in just fifteen days starting over the date on which the decision is produced or on which the proceedings are discontinued for any motive— (a) give discover of the choice to the one that has given the assertion of instances to the company; and (b) mail a replica from the statement of instances to each member on the company and also to that person.

Cap 622 - Businesses Ordinance 290 (ii) a completely new Chinese identify that contains the Chinese people “公司註冊編號” as its prefix, accompanied by the registration variety of the company as mentioned from the certificate of incorporation. (3) The Registrar will have to enter The brand new identify in the businesses Sign-up instead of the former title. (4) The change of identify has impact with the date on which The brand new identify is entered in the Companies Register. (five) Within just 30 days following the date of getting into The brand new identify in the businesses Sign up, the Registrar— (a) must notify the company in creating of— (i) The point that the identify of your company has been changed; (ii) the new title; and (iii) the date on which the change takes result below subsection (3); and (b) will have to publish a recognize of that fact, the new name and that day during the Gazette. (6) A change of name underneath this portion isn't going to impact any rights or obligations from the company or render defective any legal proceedings by or towards it. Any authorized proceedings that might have been commenced or continued by or towards it by its previous identify could possibly be commenced or continued by or from it by its new title. Part: 773 Outcome of restoration on bona vacantia assets or correct L.N. 163 of 2013 03/03/2014 (1) The Government may get rid of or normally contend with any property or suitable vested in it underneath portion 752(1), or an fascination during the property or appropriate, in a similar manner as it might get rid of or usually cope with almost every other assets or right vested in it as bona vacantia, Though the company may very well be restored to the Companies Sign-up underneath this Division or segment 290 of the businesses (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32).

No, it is not lawful to do so. Businesses situated in Hong Kong are required to appoint a company secretary beneath the businesses Ordinance. The secretary will have to live in Hong Kong and be at least 18 yrs of age to qualify.

L.N. 163 of 2013 03/03/2014 (one) A registered non-Hong Kong company must deliver an announcement on the particulars of every specified demand established by the company on assets in Hong Kong with the company, together with a Licensed duplicate in the instrument (if any) generating or evidencing the demand, to the Registrar for registration throughout the registration interval laid out in subsection (6)(a). (two) The place— (a) a specified demand produced by a registered non-Hong Kong company on property in Hong Kong in the company— (i) is specified in a very debenture forming A part of a sequence by reference to every other instrument containing the cost (whether or not also contained from the debenture); or (ii) is contained in a debenture forming part of a sequence (although not provided during the debenture by reference to some other instrument); and (b) every holder on the debentures on the series is entitled equally to the benefit of the cost, the company is to be viewed as obtaining complied with subsection (one) in relation to the desired cost When the company delivers a press release of your particulars on the charge, along with a certified duplicate of the instrument

Cap 622 - Providers Ordinance 183 (two) With the applications of the Division, a human body corporate is not to be considered a shadow director of any of its subsidiaries by cause only that the directors, or simply a greater part of the directors, of your subsidiary are accustomed to act in accordance with its directions or instructions. Area: 492 Body corporate controlled by director L.N. 163 of 2013 03/03/2014 (one) With the reasons of the Division, a body corporate is controlled by a director if— (a) the director is entitled to workout, or control the work out of, a lot more than 50% on the voting energy at any general meeting of that overall body corporate; or (b) the administrators, or maybe a vast majority of the directors, of that overall body corporate are accustomed to act in accordance with the directions or Guidelines from the director. (two) In subsection (one), a reference to voting electric power the physical exercise of which happens to be managed by a director consists of voting electricity the workout of which happens to be managed by another human body corporate When the director is entitled to workout, or Regulate the exercise of, over 50% on the voting electricity at any standard meeting of that other physique corporate. Section: 493 Quasi-loan L.N. 163 of 2013 03/03/2014 (1) For your functions of this Division, anyone will make a quasiloan to your director or an entity linked that has a director if the individual— (a) agrees to pay, or pays or else than pursuant to an settlement, a sum with the director or linked entity— (i) on terms which the director or linked entity (or A further person on behalf in the director or connected entity) will reimburse the individual; or (ii) in situation offering rise to your legal responsibility about the director or linked entity to reimburse the person; or (b) agrees to reimburse, or reimburses otherwise than pursuant to an agreement, expenditure incurred by An additional person with the director or connected entity— formation company in latvia (i) on phrases the director or related entity (or A further individual on behalf in the director or related entity) will reimburse the individual; or (ii) in circumstances giving rise to the legal responsibility about the director or connected entity to reimburse the individual.

Cap 622 - Corporations Ordinance 160 (i) was charged Along with the duty of making sure that subsection (one) was complied with; and (ii) was in a position to discharge that duty; and (b) It's not at all a defence to ascertain the money statements or report wasn't actually geared up as necessary by this Ordinance. Segment: 430 Company have to send out copies of economic statements etcetera. to customers prior to general Assembly

(2) Approval may be supplied for a specific physical exercise of the facility or for its training commonly, and should be unconditional or issue to circumstances.

L.N. 163 of 2013 03/03/2014 (1) A affliction that quickly before the commencement day* of this Division was contained during the memorandum of association of an present company and was in power is, for all functions, being viewed as a provision of the company’s articles. (two) If a memorandum of association is registered on or once the commencement date* of the Division under the provisions having a continuing outcome below Program 11, a situation contained in that memorandum is, for all purposes, to generally be viewed as a provision of your company’s articles or blog posts registered underneath the predecessor Ordinance. (three) If, prior to the commencement day* of this Division, a Specific resolution altering a situation of the memorandum of association of an current company was handed under area eight(one) or 25A(one) of the predecessor Ordinance as well as the alteration takes effect on or after that day, then the altered affliction is, for all purposes, to become thought to be a provision with the company’s posts registered beneath the predecessor Ordinance.

(2) On this Element, a reference for the billed property of the non-Hong Kong company registered beneath Section XI of the predecessor Ordinance is usually a reference to— (a) the assets in Hong Kong of your company and subject to a demand designed because of the company, besides assets which was not in Hong Kong once the demand was developed; or (b) the home in Hong Kong of the company and subject matter to some demand that subsisted in the event the residence was acquired via the company, other than property which was not in Hong Kong when it was so acquired. 63. Cost developed by company

Partnership: In this particular enterprise, two or more and more people do the job collectively they usually share their earnings , losses and take care of many of the duties.

L.N. 163 of 2013 03/03/2014 (one) A member of the repurchasing company may possibly, on or ahead of the day on which detect of the authorizing Conference of the company is provided, give observe to every other member on the company the member will not likely tender any shares held via the member to become purchased back from the company beneath the general provide. (2) A non-tendering member just isn't entitled to tender any shares held through the member for being bought again through the repurchasing company less than the overall provide regardless of whether which provide extends to These shares.

Cap 622 - Companies Ordinance 349 (i) is of A form licensed by any doc constituting or regulating that other undertaking; and (ii) is permitted from the law less than which that other endeavor is proven. (3) In subsection (one)(b), a reference into the voting legal rights in an enterprise is— (a) in the case of the endeavor possessing a share cash, a reference to the legal rights provided towards the users in respect in their shares; or (b) in the case of the endeavor not possessing a share funds— (i) In case the enterprise is needed to carry standard conferences at which matters are resolved with the physical exercise of voting rights, a reference to your rights given to the customers to vote at the final meetings on all issues or on substantially all matters; or (ii) When the endeavor just isn't required to hold this kind of normal meetings, a reference towards the legal rights underneath the enterprise’s constitution to immediate the undertaking’s overall coverage or to alter the phrases of that Structure. (four) For the applications of subsection (one)(b), an undertaking is often a member of An additional enterprise if— (a) someone acting on behalf of it, or of any of its subsidiary undertakings, holds shares in that other undertaking; or (b) any of its subsidiary undertakings is actually a member of that other endeavor.