The Basic Principles Of corporate secretary hong kong

(six) A press release with the particulars of a specified charge— (a) need to be in the required sort; and (b) should be accompanied because of the prescribed payment. (7) If anyone enthusiastic about a specified charge pays on the Registrar any prescribed payment for that registration of a press release from the particulars of the cost, the cost is recoverable with the company producing the demand. (eight) If a specified charge is designed in Hong Kong and comprises residence situate outdoors Hong Kong, a Licensed copy of your instrument creating or purporting to develop the cost could be shipped to the Registrar for registration below subsection (1), (2) or (3) even though additional proceedings may be needed to make that demand legitimate or effectual in accordance with the regulation of the place by which the home is situate. Area: 336 Registered non-Hong Kong company ought to sign-up specified charge created by it

(2) The Registrar could do the act, or induce the act to generally be completed, as being the company’s or even the liquidator’s or provisional liquidator’s consultant. (3) The Registrar may execute or indicator any related instrument or document, introducing a memorandum stating the Registrar has done so given that the company’s or even the liquidator’s or provisional liquidator’s agent. (four) An instrument or document executed or signed by the Registrar below subsection (3) has the exact same impact as Should the company, if however existing, had executed the instrument or document. Section: 758 Previous director ought to continue to keep dissolved company’s books and papers for six a long time

Segment 154(1AA) of the predecessor Ordinance, as in force quickly ahead of its repeal, applies in relation to the company fashioned and registered less than a provision of the predecessor Ordinance possessing a continuing impact below this Timetable or by virtue of section 23 on the Interpretation and General Clauses Ordinance (Cap 1). ninety four. Records of meetings of administrators

Cap 622 - Organizations Ordinance 290 (ii) a brand new Chinese name that consists of the Chinese figures “公司註冊編號” as its prefix, accompanied by the registration quantity of the company as stated during the certificate of incorporation. (3) The Registrar will have to enter The brand new identify in the Companies Register instead of the previous name. (four) The change of name has impact from the day on which the new title is entered in the Companies Sign up. (5) In just 30 days once the day of moving into The brand new title in the businesses Sign up, the Registrar— (a) will have to notify the company in producing of— (i) The truth that the title of your company has long been changed; (ii) The brand new title; and (iii) the day on which the change requires impact underneath subsection (3); and (b) must publish a see of that truth, The brand new title Which day during the Gazette. (6) A change of name beneath this portion isn't going to influence any legal rights or obligations in the company or render defective any lawful proceedings by or in opposition to it. Any legal proceedings that could have been commenced or ongoing by or in opposition to it by its former title could possibly be commenced or ongoing by or against it by its new title. Segment: 773 Influence of restoration on bona vacantia home or right L.N. 163 of 2013 03/03/2014 (one) The Government might eliminate or or else deal with any house or suitable vested in it less than portion 752(1), or an interest within the property or appropriate, in the exact same manner as it might get rid of or usually manage some other residence or suitable vested in it as bona vacantia, Despite the fact that the company may be restored to the businesses Sign-up beneath this Division or section 290 of the businesses (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32).

L.N. 163 of 2013 03/03/2014 (one) Anyone commits an offence if the individual, with no sensible justification, fails to adjust to any requirement imposed on the individual underneath segment 869. (two) Someone commits an offence if the individual, with intent to defraud, fails to adjust to any necessity imposed on the person beneath portion 869. (3) An officer or staff of the company on which a necessity is imposed beneath portion 869 commits an offence Should the officer or staff, with intent to defraud, triggers or will allow the company to are unsuccessful to adjust to the requirement. (four) Anyone commits an offence if the individual— (a) in purported compliance having a necessity imposed on the person under area 869— (i) produces any record or document that is fake or misleading in a fabric individual; or (ii) provides any info or explanation that is fake or misleading in a material certain; and (b) knows that, or is reckless regarding whether, the file or document, or the data or clarification, is false or misleading in a cloth specific. (five) A person commits an offence if the individual, with intent to defraud, in purported compliance with a need imposed on the person under section 869— (a) creates any file or document that is false or misleading in a cloth certain; or (b) provides any info or explanation that is fake or misleading in a company formation uk cloth distinct. (6) An officer or staff of a company on which a necessity is imposed underneath segment 869 commits an offence Should the officer or employee, with intent to defraud, causes or will allow the company to, in purported compliance Using the necessity— (a) create any report or doc that is false or misleading in a fabric specific; or (b) offer any facts or clarification that is false or misleading in a cloth distinct. (7) Somebody is just not excused from complying that has a need imposed on the person beneath area 869 only on the ground that to do so could are inclined to incriminate the individual.

(3) If a observe is sent to someone beneath subsection (two) with regard to your document, the period of time specified in subsection (4) is usually to be disregarded for the goal of calculating the day-to-day penalty underneath an Ordinance which makes it an offence for failing to adjust to a prerequisite to provide the doc Which imposes a penalty for day after day throughout which the offence proceeds. (4) The period of time is just one beginning about the day on which the doc was delivered to the Registrar and ending While using the fourteenth working day following the day on which the see is sent below subsection (two). Section: Division: 2 5 Registrar’s Powers in relation to Maintaining Companies Sign up

L.N. 163 of 2013 03/03/2014 (one) A stated company might buy back its individual shares on the recognized stock sector or on an authorised stock exchange In the event the acquire-back is licensed in advance by resolution with the company. (2) The company should include a memorandum with the conditions on the proposed acquire-back Along with the notice in the proposed resolution. (three) A resolution authorizing a purchase-back again under this area is valid for that interval expiring around the day of the next annual general Assembly in the company, and that interval might be prolonged by the company at that once-a-year common Assembly right up until the day of the subsequent once-a-year common Assembly. (four) Within this part— authorised inventory exchange(核准證券交易所) usually means a inventory exchange authorized for your applications of the portion by observe printed during the Gazette by— (a) the Fee; and (b) the recognized exchange company that operates the recognized inventory current market on which the shares concerned are stated.

Cap 622 - Providers Ordinance one hundred ten (3) For the applications of the section, an instrument of transfer is certified by a company if it bears— (a) the text “certificate lodged”, or words and phrases to a similar result, in English or Chinese; and (b) beneath or adjacent to These phrases, the signature or initials of somebody acquiring the particular or apparent authority to certify transfers on behalf in the company. (4) Unless of course the contrary is proved, a signature or initials showing up on an instrument of transfer as described in subsection (3)(b) should be regarded— (a) as being the signature or initials of the individual whose signature or initials they purport to get; and (b) as obtaining been placed on the instrument by that particular person or by A different person who has the particular or apparent authority to make use of the signature or initials for the objective of certifying transfers on behalf on the company. Section: 323 Problem of debenture or certification for debenture stock on transfer

L.N. 163 of 2013 03/03/2014 (one) The Registrar could provide a notice on a registered non-Hong Kong company if pleased that a corporate name or accredited identify of your company— (a) is similar to or is just too like— (i) a name that appears, or should have appeared, inside the index of names saved less than area 22C from the predecessor Ordinance or in the Index of Company Names on the material day; or (ii) the name of the system corporate incorporated or set up under an Ordinance prior to the fabric day; or (b) gives so misleading a sign of the character of the company’s activities in Hong Kong as being very likely to lead to damage to the general public.

On this Division— continuing provision (續用條文) usually means a provision of the predecessor Ordinance that includes a continuing influence underneath this Schedule. 36. References to quantity paid on shares issued before commencement day* of area one hundred thirty five

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Cap 622 - Organizations Ordinance sixty eight company. Area: 195 Team reconstruction reduction L.N. 163 of 2013 03/03/2014 (one) This segment applies if an issuing company— (a) is a completely owned subsidiary of One more company (the Keeping company); and (b) concerns shares— (i) towards the Keeping company; or (ii) to another wholly owned subsidiary with the holding company, in consideration for that transfer on the issuing company of non-income assets of a company (the transferor company) that is a member with the group of providers that comprises the holding company and all its wholly owned subsidiaries. (2) Any extra of the worth of the property transferred over their Internet foundation worth could be disregarded when recording as share money from the issuing company the amount of consideration for the issue via the issuing company of its shares. As a result, the minimum amount volume of thing to consider needed to be recorded as share capital in the issuing company in respect from the shares issued for your transfer is The web foundation worth of the property transferred. (3) The net foundation price of the property transferred is the quantity by which the base worth of the assets transferred exceeds the base value of any liabilities from the transferor company assumed via the issuing company as consideration for the belongings transferred. (4) For your reasons of this area— (a) the base worth of belongings transferred is the lesser of— (i) the cost of All those belongings on the transferor company; (ii) the quantity at which Those people assets are stated in the transferor company’ s accounting data straight away prior to the transfer; (b) the base price of liabilities assumed is the quantity at which they are said while in the transferor company’s accounting documents straight away ahead of the transfer. Section: 196 Merger reduction L.N. 163 of 2013 03/03/2014 (1) This segment applies if an issuing company has secured at the least a 90% fairness Keeping in One more company underneath an arrangement delivering for The problem of equity shares in the issuing company on phrases the thing to consider with the shares issued would be to be offered— (a) by The problem or transfer towards the issuing company of fairness shares in the other company; or (b) through the cancellation of any fairness shares in the other company not held with the issuing company.

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