hong kong company secretary's practice manual Fundamentals Explained
hong kong company secretary's practice manual Fundamentals Explained
Blog Article
Cap 622 - Companies Ordinance 244 variation in between a term or text necessary to be Component of the name in addition to a permitted abbreviation of that term or People text (or vice versa) should be to be disregarded. Part: 660 Criminal repercussions of failure to produce required disclosures
(three) This segment isn't going to apply on the providing of economic assistance by a company for the objective of the acquisition of the share in its Keeping company or for the goal of lessening or discharging a legal responsibility incurred for this sort of an acquisition Should the Keeping company is usually a company incorporated outside Hong Kong. (four) If a company contravenes subsection (one) or (two), the company, and each dependable particular person on the company, dedicate an offence, and every is liable to your fantastic of $150000 and to imprisonment for 12 months. Section: 276 Failure to comply with Division won't influence validity of financial aid, etc.
Examples— one. A company may extinguish or decrease the liability on any of its shares in regard of share capital not paid up. 2. A company may well, both with or without having extinguishing or lessening liability on any of its shares— (a) cancel any paid-up share cash that is misplaced or unrepresented by obtainable property; or (b) repay any paid out-up share capital in extra in the company’s desires. (2) Nonetheless, a company have to not decrease its share funds if, because of the reduction, there would now not be any member on the company holding shares aside from redeemable shares. (3) This Division is matter to any provision of a company’s content articles that prohibits or restricts the reduction on the company’s share capital. Portion: 211 Course of action for just a company to reduce its share money L.N. 163 of 2013 03/03/2014 The procedure for a company to scale back its share capital less than this Division is— (a) by special resolution supported by a solvency statement below Subdivision two; or (b) by Unique resolution confirmed because of the Court docket beneath Subdivision 3. Section: 212 Offence if share capital is reduced in contravention of Division
Cap 622 - Corporations Ordinance 270 (b) at any time before the conclusion from the provide period, the shares of that course managed by the repurchasing company, with or with no shares of that class held through the non-tendering member, represent not less than ninety% in amount of the shares of that class, the holder of any shares of that course to which the offer you relates that has not acknowledged the give prior to the conclude of that period of time might, by a letter resolved to the repurchasing company, have to have that company to obtain back again People shares. (4) Legal rights presented towards the holder of any shares by this segment to require a repurchasing company to purchase back the shares are only exercisable in just 3 months following whichever is the afterwards of the next— (a) the top on the supply interval; (b) the date on the discover supplied on the holder beneath segment 719.
(two) During this part— young children(子女) features action-small children, illegitimate little ones and children adopted in any manner identified with the law of Hong Kong; staff share scheme(僱員參股計劃) indicates a plan for encouraging or facilitating the holding of shares within a company by or for the good thing about— (a) persons utilized or formerly utilized in very good religion by that company or An additional company in precisely the same group of providers; or (b) spouses, widows, widowers, or minor little ones of individuals referred to in paragraph (a); insignificant youngsters(未成年子女) means little ones who're less than 18 many years of age. Segment: 281 Exception for financial loans to employees L.N. 163 of 2013 03/03/2014 (1) Topic to part 282, this Division does not prohibit the generating by a company of financial loans to its suitable staff members for the goal of enabling them to acquire completely compensated shares within the company or its holding company to become held by them by way of useful possession. (2) With this portion— boy or girl(子女) features a step-kid, an illegitimate youngster and a youngster adopted in any manner regarded with the legislation of Hong Kong; suitable staff members(合資格的僱員), in relation to your company, usually means folks utilized in very good faith with the company, in addition to—
Firms situated in Hong Kong are required to Possess a company secretary to register a business. Company secretaries are responsible for reporting changes to a company's statutory facts and textbooks, submitting returns and maintaining data up to date.
I discovered Osome’s facts within the Hong Kong govt’s official Site. When compared with the service companies my friends launched to me just before, it appears to become more professional and its services tend to be more in step with mainland service criteria. Specific owing to Duane and Charmaine who worked on my scenario.
Cap 622 - Corporations Ordinance 212 (a) may be sent on the company in tricky duplicate kind or in Digital variety; and (b) need to be authenticated by the member or by an individual acting about the member’s formation company made simple behalf.
Usage of Funds: The flourishing economic landscape provides assorted funding avenues, from enterprise capital to general public offerings.
Cap 622 - Firms Ordinance 178 (b) if a human body corporate, have its registered Office environment or a spot of company in Hong Kong. (5) Just about anything necessary or authorized to generally be performed by or on the company secretary could possibly be finished— (a) if the Place of work is vacant or there is for every other motive no company secretary effective at acting, by or to any assistant or deputy company secretary; or (b) if there isn't a assistant or deputy company secretary able to acting, by or to any officer from the company authorized typically or specifically in that behalf by the administrators. Segment: 475 Instances below which director will not be company secretary
(three) If, in relation to an application with the uses of subsection (2), a doc displaying the rectification is delivered to the Registrar for registration, the Registrar may perhaps rectify the error by registering the doc. Section: forty two Registrar should rectify info on Firms Register on order of Court
Cap 622 - Corporations Ordinance sixty eight company. Segment: 195 Group reconstruction relief L.N. 163 of 2013 03/03/2014 (1) This section applies if an issuing company— (a) is a completely owned subsidiary of One more company (the holding company); and (b) concerns shares— (i) on the holding company; or (ii) to another wholly owned subsidiary of the Keeping company, in thing to consider for that transfer to your issuing company of non-income assets of a company (the transferor company) That could be a member on the team of companies that comprises the holding company and all its wholly owned subsidiaries. (2) Any extra of the worth of your belongings transferred above their Internet base benefit may very well be disregarded when recording as share money of the issuing company the amount of thought for The difficulty with the issuing company of its shares. Therefore, the bare minimum level of thing to consider needed to be recorded as share capital with the issuing company in regard in the shares issued for that transfer is The online base value of the property transferred. (3) The web foundation price of the belongings transferred is the quantity by which The bottom price of the belongings transferred exceeds The bottom price of any liabilities of the transferor company assumed through the issuing company as thought to the belongings transferred. (four) For that purposes of the area— (a) the base price of belongings transferred may be the lesser of— (i) the cost of Those people property to your transferor company; (ii) the quantity at which those property are said during the transferor company’ s accounting records right away prior to the transfer; (b) the base value of liabilities assumed is the amount at which They are really mentioned within the transferor company’s accounting data instantly before the transfer. Area: 196 Merger reduction L.N. 163 of 2013 03/03/2014 (1) This part applies if an issuing company has secured at least a 90% equity holding in A further company less than an arrangement giving for The problem of equity shares during the issuing company on conditions which the consideration with the shares issued is usually to be presented— (a) by the issue or transfer to your issuing company of fairness shares in the opposite company; or (b) through the cancellation of any fairness shares in the other company not held via the issuing company.
It truly is essential to prepare these accurately and punctually to stop fines and penalties, but we will do our greatest to make sure this does not transpire.
(3) Neither subsection (one) nor subsection (2) operates to take care of A non-public offer of shares or debentures, or A non-public invitation to subscribe for shares or debentures, as an offer or invitation designed to the general public. (4) Particularly— (a) a provision in a company’s articles prohibiting invitations to the public to subscribe for shares or debentures is not to be viewed as prohibiting A non-public invitation to subscribe for shares or debentures to become designed to members or debenture holders; and (b) the provisions of this Ordinance associated with personal providers are to become construed accordingly. (5) On this area, a proposal of shares or debentures, or an invitation to subscribe for shares or debentures, is A personal