5 Simple Techniques For company secretary hong kong company ordinance

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(2) The Registrar might do the act, or cause the act for being done, given that the company’s or even the liquidator’s or provisional liquidator’s agent. (3) The Registrar may execute or indicator any pertinent instrument or doc, incorporating a memorandum stating the Registrar has done so as the company’s or perhaps the liquidator’s or provisional liquidator’s agent. (4) An instrument or document executed or signed through the Registrar less than subsection (3) has the identical effect as In the event the company, if nevertheless existing, experienced executed the instrument or document. Area: 758 Former director will have to maintain dissolved company’s textbooks and papers for six several years

(five) A change of name under this segment won't affect any legal rights or obligations with the company or render defective any authorized proceedings by or versus it. Any authorized proceedings that could have been commenced or continued by or in opposition to it by its previous name might be commenced or ongoing by or versus it by its new name. (6) If a company contravenes subsection (two), the company, and each accountable individual with the company, dedicate an offence, and each is liable to your high-quality at level three and, in the case of a continuing offence, to a further fine of $300 for each day all through which the offence proceeds. Area: 108 Registrar may immediate company to change similar or comparable name and so forth.

Cap 622 - Providers Ordinance sixty nine (two) Company A has secured no less than a ninety% equity holding in company B if, in consequence of an acquisition or cancellation of fairness shares in company B under that arrangement, company A retains in aggregate ninety% or more of the fairness shares in company B (whether or not all or any on the equity shares in company B held by company A have been acquired below that arrangement). (3) In case the equity shares in company B are divided into various lessons of shares, company A isn't considered to be owning secured at least a ninety% equity holding in company B Except the requirements of subsection (two) are achieved in relation to each of those classes of shares taken individually.

(5) In Division six, a reference into the billed residence of the registered non-Hong Kong company can be a reference to— (a) the property in Hong Kong on the company and topic to some demand established via the company, other than property that was not in Hong Kong if the charge was designed; or (b) the home in Hong Kong from the company and issue to the cost that subsisted if the house was

(two) Nonetheless, wherever the arrangement consists of a standard present within the meaning of area 707 or simply a takeover supply — (a) the customers comply with the arrangement if— (i) at a gathering of your members summoned beneath section 670, users symbolizing at the very least 75% of the voting legal rights of the members present and voting, in person or by proxy, agree to the arrangement; and (ii) the votes cast towards the arrangement on the Conference do not exceed 10% of the whole voting legal rights connected to all disinterested shares while in the company; (b) a class of associates agrees towards the arrangement if— (i) at a gathering of The category of users summoned under segment 670, users symbolizing at least 75% with the voting legal rights of The category of associates existing and voting, in individual or by proxy, agree to the

Cap 622 - Corporations Ordinance 173 (a) to eliminate a director; or (b) to appoint any person rather than a director so eliminated for the Assembly at which the director is taken off. Take note— See also portion 578 which sets out the requirements regarding Particular notice. (five) A vacancy made through the removing of the director, Otherwise stuffed on the Assembly at which the director is taken off, may be crammed as an informal vacancy. (6) An individual appointed director rather than a taken out director is always to be regarded, for the purpose of figuring out some time at which that man or woman or some other director is always to retire, just as if that person had become director about the working day on which the individual eliminated was last appointed a director. (7) In relation to some resolution to remove a director ahead of the close of your director’s term of office, no share could, over a poll, have a increased range of votes than it might carry in relation into the generality of matters to generally be voted on in a normal meeting on the company. (eight) If a share carries Distinctive voting legal rights (which is to mention, rights different from These carried by other shares) in relation to some issues although not Many others, the reference in subsection (seven) into the generality of issues to get voted on at a standard Assembly on the company will be to be construed as a reference towards the matters in relation to which the share carries no special voting rights. (nine) This part is not to be regarded as depriving a person of payment or damages payable to the person in respect from the termination of— (a) the person’s appointment as director; or (b) any appointment terminating with that as director. Portion: 463 Director’s ideal to protest versus removal L.N. 163 of 2013 03/03/2014 (one) On receipt of recognize of the resolution less than part 462(four) to get rid of a director, the company ought to forthwith send out a copy on the discover to your director concerned. (2) The director (if a member with the company) is entitled being listened to about the resolution on the Assembly at which the resolution is voted on.

Cap 622 - Organizations Ordinance 160 (i) was charged with the duty of ensuring that subsection (1) was complied with; and (ii) was ready to discharge that responsibility; and (b) It's not necessarily a defence to determine which the economic statements or report wasn't in actual fact well prepared as needed by this Ordinance. Segment: 430 Company should deliver copies of financial statements etc. to users ahead of common Conference

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Cap 622 - Corporations Ordinance 233 (a) the company’s registered Workplace; or (b) a prescribed location. (2) A company have to notify the Registrar with the position at which the sign-up of associates is held. The detect has to be in the required sort and delivered to the Registrar for registration inside fifteen days once the register is first retained at that spot. (three) A company need to notify the Registrar of any change (other than a change on the address of your company’s registered Place of work) in the put at which the register of customers is kept. The detect have to be in the required variety and sent to the Registrar for registration in just 15 times once the change. (4) Subsection (2) would not need a company to inform the Registrar in the place at which the sign-up of users is stored— (a) if, in the situation of the register that came into existence on or after the commencement day* of this part, it's got all the time been retained at the company’s registered Business office; or (b) if— (i) straight away just before that commencement date*, the company retained a sign-up for that reasons of portion 95 of the predecessor Ordinance; and (ii) on and after that commencement date*, that sign-up is retained being a sign up of users for the uses of portion 627 on the area at which it absolutely was kept immediately just before that commencement date*.

(3) Should the Registrar is from the impression that a letter beneath subsection (one) is not likely to get been given through the registered non-Hong Kong company, the Registrar could, instead of sending a letter under that subsection, publish within the Gazette a detect that, unless induce is demonstrated on the contrary, the company’s name will probably be struck off the businesses Register, along with the company will no more be described as a registered non-Hong Kong company, at the conclusion of three

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(one) An current company need not comply with any provision of the Ordinance demanding the company’s sign-up of administrators to comprise particulars extra to Those people required by the predecessor Ordinance until eventually— (a) the day to which the company tends to make up its very first yearly return made nearly a date on or once the commencement date of segment 643; or (b) Should the company fails to take action, the final day to which the company must have designed up that return. (2) Unless of course the existing company can be a company fashioned and registered under a provision on the predecessor Ordinance getting a continuing influence underneath this Plan or by advantage of part 23 on the Interpretation and Common Clauses Ordinance (Cap 1), subsection (one) doesn't utilize in relation to the director or reserve director of whom particulars are initially registered on or once the commencement date of section 643 (whether the director or reserve director was appointed in advance of, on or following that date).

L.N. 163 of 2013 03/03/2014 (1) A person commits an offence if the individual, devoid of fair excuse, fails to adjust to any prerequisite imposed on the person below Subdivision four. (two) An individual commits an offence if the individual, with intent to defraud, fails to comply with any need imposed on the individual under Subdivision four. (3) An officer or personnel of a company or overall body corporate on which a necessity is imposed less than Subdivision 4 commits an offence if the officer or personnel, with intent to defraud, triggers or allows the company formation companies house company or overall body corporate to fail to comply with the need. (4) A person commits an offence if the person— (a) in purported compliance with a prerequisite imposed on the individual under Subdivision 4— (i) produces any report or doc that is fake or deceptive in a cloth certain; (ii) offers any facts or explanation that is fake or deceptive in a material particular; or (iii) suggests or states nearly anything that is fake or misleading in a material unique; and (b) knows that, or is reckless as to whether, the history or document, the information or explanation, or the thing explained or stated, is false or misleading in a material specific.