Everything about hong kong company secretary checklist (2nd edition)



L.N. 163 of 2013 03/03/2014 (1) If a person is getting or proposing to acquire shares in a company, the company or any of its subsidiaries will have to not give money support right or indirectly for the purpose of the acquisition right before or simultaneously because the acquisition will take place, other than as furnished by this Division. (2) If— (a) somebody has obtained shares inside of a company; and (b) any person has incurred a liability for the goal of the acquisition, the company or any of its subsidiaries have to not give economic support right or indirectly for the objective of reducing or discharging the legal responsibility, except as supplied by this Division.

Cap 622 - Firms Ordinance 137 Section: 371 Alteration of accounting reference date L.N. 163 of 2013 03/03/2014 (1) The directors of a company may perhaps specify a completely new accounting reference date in relation to— (a) the company’s latest accounting reference period and every subsequent accounting reference period of time; or (b) the company’s former accounting reference period of time and each subsequent accounting reference period. (2) If the directors of the community company or maybe a company confined by warranty specify a different accounting reference day beneath subsection (1), the company need to, in just fifteen times following the date of the administrators’ resolution specifying The brand new accounting reference day, supply a see, in the specified variety, of that new day for the Registrar for registration. (3) A directors’ resolution by which a whole new accounting reference day is specified, plus a see of that new day delivered to the Registrar, must state— (a) whether or not The existing or former accounting reference interval involved is always to be shortened, in order to conclude on the very first event on which The brand new accounting reference date falls or fell immediately after the start of that interval; or (b) no matter if The existing or preceding accounting reference period of time anxious will be to be prolonged, so as to finish on the second event on which the new accounting reference date falls or fell following the start of that period. (4) The directors of a company ought to not specify a completely new accounting reference date in relation for the previous accounting reference period if— (a) the time period for laying ahead of the company generally speaking Assembly less than segment 429 a replica of the reporting paperwork for your money yr based on reference to that accounting reference period has expired; or (b) the interval for sending a replica on the reporting documents with the economic 12 months for the members underneath section 430(three) has expired.

(seven) A notice of intent ceases to possess result if the one that gave the discover— (a) is not a member with the company; or (b) revokes the detect by supplying the company a created discover of revocation. (8) If a member or likely member won't provide the company a see of intent in reaction to the notification ahead of the to start with day on which a replica with the reporting paperwork for that economic yr is distributed into a member underneath part 430, the member or opportunity member would be to be thought to be— (a) having asked for a replica from the summary financial report for your economic yr and every subsequent economic yr; and (b) obtaining asked for the summary money report back to be sent through the company in tough copy variety. (9) Subsection (eight) ceases to acquire influence in relation to an individual if— (a) the individual is no more a member in the company; or (b) the person gives the company a published observe of cessation of statutory election.

L.N. 163 of 2013 03/03/2014 (one) If a registered non-Hong Kong company is served having a recognize underneath section 780(1) for any corporate name or for an accredited identify in relation to the corporate identify, the company may apply, in composing, into the Registrar for acceptance of An additional name, in relation for the corporate title, underneath which the company is to hold on enterprise in Hong Kong. (2) An application should be sent to the Registrar. (three) On acquiring an software for acceptance of a reputation, the Registrar must approve the name Unless of course satisfied which the title— (a) is the same as or is too like— (i) a name that seems, or must have appeared, from the Index of Company Names; or (ii) the identify of a human body corporate incorporated or proven below an Ordinance; or (b) provides so deceptive a sign of the character of your registered non-Hong Kong company’s activities in Hong Kong as to generally be prone to trigger harm to the general public.

Cap 622 - Companies Ordinance 318 (3) Topic to everything during the company’s articles, something to become agreed or specified from the holders for the functions of this Division must be agreed or specified by all of the joint holders. Section: 836 Demise or individual bankruptcy of holder of shares L.N. 163 of 2013 03/03/2014 (one) This part applies if— (a) a provision of the Ordinance authorizes or requires a doc or information to be despatched or provided by a company towards the holders of its shares; and (b) a holder from the shares is useless or bankrupt. (2) Topic to something in the company’s articles, the doc or details is sent or equipped to that holder to the functions of the provision If your document or information— (a) is shipped or supplied into the individuals claiming being entitled for the shares in consequence of the Demise or individual bankruptcy by identify, or with the title of representatives of the deceased, or trustee of your bankrupt, or by any like description, with the address within Hong Kong provided for your purpose via the people so saying; or (b) till such an handle has become so equipped, is sent or equipped in any way in which it may have been despatched or supplied If your death or personal bankruptcy experienced not occurred.

(one) Apart from the place the company is a private company aquiring a share funds, If your economic calendar year (as defined in portion 2(one) with the predecessor Ordinance) of your company starts prior to the commencement date* of part 662 and ends on or following that day— (a) sections 107 and 109 on the predecessor Ordinance, as in drive quickly just before their repeal, go on to apply in relation into the company for that economic 12 months; and (b) section 662 applies in relation into the company for the 1st monetary yr that commences on or following that commencement date* and all subsequent economic many years.

L.N. 163 of 2013 03/03/2014 (one) If a gathering is summoned beneath section 670— (a) just about every notice summoning the Assembly that is certainly sent to some creditor or member must be accompanied by an explanatory assertion complying with subsections (three) and (four); and (b) each see summoning the Conference that is certainly offered by advertisement— (i) must include an explanatory statement complying with subsections (three) and (4); or (ii) ought to condition where by And the way a creditor or member entitled to go to the Conference may well get hold of a replica with the explanatory assertion. (two) If a recognize specified by advertisement states that a creditor or member entitled to attend the Assembly may well attain a copy of an explanatory statement, the company have to offer a duplicate of your assertion, free of charge, to some creditor or member making use of from the way laid out in the see. (3) An explanatory statement— (a) ought to explain the effect from the arrangement or compromise; and (b) have to point out— (i) any materials passions from the company’s administrators, regardless of whether as directors or as associates or as creditors in the company or or else, underneath the arrangement or compromise; and (ii) the impact from the arrangement or compromise on These pursuits, in formation company as far as the result is different through the impact on the like interests of other individuals.

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(2) The document or details is distributed or provided to that other particular person to the needs of the applicable provision In the event the document or details is distributed or supplied— (a) by hand to that other individual; or (b) by hand or by submit to an deal with specified in section 825. (three) With the uses of the applicable provision that authorizes or demands the document or info to become authenticated, the doc or information and facts is adequately authenticated if it is signed by a director or company secretary of the company or by an officer from the company licensed with the reason. (4) When the doc or facts is distributed or supplied by somebody on behalf with the company to another company, subsection (three) won't have an affect on any provision of that other company’s articles under which that other company might involve affordable proof of the person’s authority to act on behalf with the company for which the document or facts is sent or equipped. (5) Should the document or information and facts is distributed or equipped to that other particular person with the uses of the applicable provision, it is actually for being considered to be currently being received by that other individual— (a) in which the doc or info is shipped or supplied by put up, at some time specified in area 824, Except the contrary is proved; or (b) in which the doc or information is sent or provided by hand, at enough time in the event the document or details is sent. Part: 833 Communication by way of Internet site L.N. 163 of 2013 03/03/2014 (one) Subject to subsection (2), this segment applies if a document or data is distributed or equipped by a company to a different human being by making it obtainable on an internet site. (2) This section doesn't apply In the event the document or details is distributed or supplied by a member of a company towards the company. (3) The doc or information and facts is shipped or supplied to that other particular person with the purposes of the relevant provision if— (a) that other human being— (i) has agreed, generally or particularly, that the doc or information may be despatched or equipped because of the

Corporate secretaries are in the long run chargeable for the legal filings of corporations, like disclosures to shareholders, annual and quarterly earnings and account details, and tax obligations. They seek advice from with board associates and make …Read through additional

Segment sixty nine from the predecessor Ordinance (as far as it pertains to a transfer of shares), as in power immediately ahead of its repeal, continues to apply to your transfer lodged before the commencement date* of portion 151. 23. Concern of share certification on transfer

Usually, except for significant companies who will find the money for to make use of an in-property duly experienced company secretary, company secretarial do the job is frequently managed by an appointed external Skilled with expertise and knowledge in handling company secretarial duties.

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