hong kong company secretary requirements - An Overview
hong kong company secretary requirements - An Overview
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(1) To the needs of the Ordinance, an endeavor can be a mum or dad enterprise of An additional enterprise if— (a) in which both undertakings are bodies corporate, it is a holding company of that other undertaking; or (b) in some other case— (i) it retains a vast majority of your voting legal rights in that other endeavor; (ii) It is just a member of that other endeavor and it has the ideal to appoint or take away a the vast majority of that other enterprise’s board of administrators; or (iii) It is just a member of that other enterprise and controls by itself, pursuant to an agreement with other shareholders or users, a greater part with the voting rights in that other endeavor.
(three) If a confined company contravenes subsection (1), the company, and every dependable particular person in the company, dedicate an offence, and each is liable to your high-quality at degree four and, in the situation of the continuing offence, to a further high-quality of $700 for every day throughout which the offence carries on. (4) If a limited company fails to deliver a return that complies with subsection (two) in just one month soon after an allotment of shares, the Court docket may perhaps, on application with the company or perhaps a liable particular person with the company, increase the period for shipping on the return by a interval based on the Court. (five) The Court docket could increase a interval beneath subsection (four) only if it is pleased— (a) that failure to provide the return was accidental or due to inadvertence; or (b) that it is just and equitable to increase the interval. (six) In the event the Court docket extends the period of time for delivery of the return, any legal responsibility presently incurred through the company or possibly a liable man or woman on the company for an offence under subsection (three) is extinguished and subsection (1) has impact as Should the reference to one month were being a reference on the extended period of time.
(3) If, in the case of the common give that pertains to shares of various courses— (a) the repurchasing company has, by virtue of acceptances in the provide, purchased again, or contracted unconditionally to buy again, some although not most of the shares of any course to which the provide relates; and
Sections ninety and 348C(three) of the predecessor Ordinance, as in pressure quickly before their repeal— (a) continue on to use in relation into a request obtained by a company prior to the commencement day* of segment 355 for inspecting a register of prices or copies of devices developing a charge; and
(2) For the goal of making use of this Ordinance to your company pointed out in subsection (one), a reference With this Ordinance on the date of registration is to be examine because the date on which the company was registered under the previous Providers Ordinance.
(1) Except exactly where the company is A personal company having a share funds, if the economical year (as defined in part 2(one) with the predecessor Ordinance) of the company begins prior to the commencement date* of section 662 and ends on or following that day— (a) sections 107 and 109 in the predecessor Ordinance, as in force quickly in advance of their repeal, keep on to apply in relation into the company for that financial year; and (b) segment 662 applies in relation to your company for the initial monetary yr that starts on or following that commencement date* and all subsequent money decades.
L.N. 163 of 2013 03/03/2014 (1) If a gathering is summoned beneath segment 670— (a) each individual recognize summoning the Assembly that's despatched to the creditor or member needs to be accompanied by an explanatory statement complying with subsections (3) and (four); and (b) just about every recognize summoning the Assembly that is certainly presented by advertisement— (i) have to involve an explanatory statement complying with subsections (3) and (4); or (ii) will have to state exactly where And just how a creditor or member entitled to show up at the Conference might obtain a duplicate in the explanatory statement. (2) If a discover provided by ad states that a creditor or member entitled to show up at the Conference may acquire a replica of the explanatory assertion, the company need to supply a duplicate with the assertion, free of charge, to the creditor or member implementing inside the manner laid out in the observe. (3) An explanatory statement— (a) will have to reveal the impact from the arrangement or compromise; and (b) will have to condition— (i) any substance interests of your company’s administrators, whether or not as directors or as associates or as creditors with the company or usually, underneath the arrangement or compromise; and (ii) the impact with the arrangement or compromise on People pursuits, in as far as the impact is different with the impact on the like interests of other persons.
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(2) The Money Secretary may perhaps, before filing a copy of the interim report or remaining report Using the Court less than subsection (1), specify the interval and fashion wherein entry to the report is always to be limited. Section: 860 Economical Secretary might ship copies of inspector’s report to applicants of investigation etcetera.
Area: 784 Attractiveness against choice to serve recognize L.N. 163 of 2013 03/03/2014 Inside three weeks immediately after currently being company formation fees served using a see below area 780(one)(b) to get a corporate name or for an authorized name in relation to your corporate identify, a registered non-Hong Kong company may possibly attract the Administrative Appeals Board from the choice to serve the detect. Area: 785 Change of accepted name L.N. 163 of 2013 03/03/2014 (1) A registered non-Hong Kong company might use, in writing, to the Registrar for change of the accepted identify, in relation to some corporate identify, below which the company is to hold on business in Hong Kong. (2) An application need to be shipped to the Registrar. (three) On acquiring an software for change of the authorized title, the Registrar must approve The brand new name Except content which the new title— (a) is similar to or is just too like— (i) a name that appears, or should have appeared, while in the Index of Company Names; or (ii) the title of a human body corporate incorporated or proven beneath an Ordinance; or (b) provides so misleading an indication of the character from the registered non-Hong Kong company’s actions in Hong Kong as for being likely to result in damage to the general public. (four) If your Registrar approves a completely new title, the registered non-Hong Kong company may perhaps supply on the Registrar for registration a return, in the desired kind, specifying the new title so authorised. (five) On acquiring a return, the Registrar will have to, unless pleased which the new name specified in it is actually the same as a name that seems, or ought to have appeared, during the Index of Company Names— (a) enter The brand new name in the Companies Sign up as being the title, in relation on the corporate name, below which the registered non-Hong Kong company is to hold on business enterprise in Hong Kong; (b) generate a Be aware in the Companies Register to your result that there's a change of permitted title;
(3) If, in relation to an application with the uses of subsection (two), a document demonstrating the rectification is shipped to the Registrar for registration, the Registrar may well rectify the error by registering the doc. Segment: forty two Registrar ought to rectify info on Organizations Sign up on purchase of Court
Part: 292 Specified sum for being regarded as understood income or reduction L.N. 163 of 2013 03/03/2014 (one) For that applications of this Section, a provision besides an total specified in subsection (two) should be to be considered to be a recognized loss. (two) The quantity is one particular written off or retained Through offering to get a diminution in worth of a hard and fast asset showing up with a revaluation of— (a) all of the company’s fixed property; or (b) every one of the company’s fixed assets apart from goodwill. (three) For the uses of subsection (2), any thing to consider by the directors of the value at a selected time of a hard and fast asset will be to be viewed as a revaluation from the asset if— (a) in the case of a outlined company, the conditions laid out in subsection (4)(a) and (b) are glad; or (b) in the case of almost every other company— (i) where by the referential financial statements would be the economic statements specified in area 304, the disorders specified in subsection (four)(a) and (b) are glad; or (ii) where the referential monetary statements are the money statements laid out in section 305 or 306, the situation laid out in subsection (four)(a) is contented. (four) The situations are— (a) that the directors are content the aggregate value At the moment of the company’s fixed property is not really under the mixture amount at which They may be In the intervening time said within the monetary statements; and (b) that it is mentioned inside of a Take note towards the referential financial statements that— (i) the directors have regarded as the value from the company’s preset belongings without actually revaluing them; (ii) the administrators are pleased the aggregate price at some time of thought of People property is or was not under the mixture total at which They're or ended up for the time being mentioned within the monetary statements; and (iii) appropriately, by advantage of this subsection, amounts are stated while in the referential financial statements on
(one) An existing company need not adjust to any provision of the Ordinance demanding the company’s register of directors to consist of particulars added to All those needed with the predecessor Ordinance till— (a) the date to which the company would make up its initial annual return built around a date on or following the commencement day of portion 643; or (b) In the event the company fails to take action, the final date to which the company must have built up that return. (2) Until the existing company is actually a company formed and registered less than a provision from the predecessor Ordinance using a continuing effect below this Agenda or by advantage of section 23 of your Interpretation and Typical Clauses Ordinance (Cap 1), subsection (1) won't utilize in relation to some director or reserve director of whom particulars are very first registered on or after the commencement date of part 643 (if the director or reserve director was appointed prior to, on or after that day).
Any lawful proceedings that could have been commenced or ongoing by or in opposition to it by its former identify can be commenced or ongoing by or in opposition to it by its new name. (six) In the event the company contravenes subsection (2) the company, and each dependable particular person with the company, commit an offence, and each is liable to some fantastic at stage three and, in the situation of the continuing offence, to an extra good of $three hundred for each day for the duration of which the offence proceeds. (7) During this portion— previous identify(前有名稱), in relation into a company restored to the businesses Sign up underneath this Division, suggests the title the company had quickly prior to it absolutely was dissolved. Segment: 771 Registrar may perhaps direct company to change exact same or identical name and so forth.