Fascination About company secretary duties hong kong

L.N. 163 of 2013 03/03/2014 (one) Without the prescribed acceptance of its members, a company have to not— (a) consider section in an arrangement underneath which— (i) One more particular person enters right into a questionable transaction with a director in the company, a physique corporate managed by such a director, or an entity related with this type of director; and (ii) that other person, pursuant to your arrangement, has received or is to obtain any gain from the company or an related company of the company; or (b) prepare for an assignment towards the company, or assumption by the company, of any legal rights, obligations or liabilities beneath a questionable transaction entered into by another particular person with— (i) a director of the company; (ii) a human body corporate managed by this kind of director; or (iii) an entity connected with this type of director. (2) Without the prescribed acceptance of its users along with the prescribed approval of the Keeping company’s users, a company will have to not— (a) just take aspect in an arrangement less than which— (i) Yet another individual enters right into a questionable transaction using a director of a holding company of the company, a overall body corporate managed by this kind of director, or an entity linked with such a director; and (ii) that other human being, pursuant on the arrangement, has obtained or is to acquire any get pleasure from the company or an linked company on the company; or (b) organize for an assignment on the company, or assumption via the company, of any rights, obligations or liabilities beneath a questionable transaction entered into by Yet another person with— (i) a director of the holding company with the company; (ii) a physique corporate managed by this kind of director; or (iii) an entity related with this type of director.

(three) For that functions of this Division, shares that an associate on the repurchasing company, or maybe a nominee about the repurchasing company’s behalf, holds, or has contracted, unconditionally or topic to situations remaining satisfied, to order back again, whether with the day of the final offer or subsequently, are certainly not to become regarded as shares to which that supply relates, whether or not that provide extends to People shares. This subsection has result topic to subsection (4). (4) With the functions of this Division, where by, following a standard offer is produced but prior to the stop with the provide period of time, an associate on the repurchasing company, or even a nominee within the repurchasing company’s behalf, purchases back again, or contracts unconditionally to purchase back, any of the shares to which the offer you relates, the shares are to get considered shares to which the give relates if— (a) the value with the thing to consider for which the shares are acquired back again, or contracted to become acquired again, at time in the purchase-again or agreement, doesn't exceed the worth from the thing to consider specified in the terms with the supply; or (b) Individuals phrases are subsequently revised to ensure that if the revision is announced, the worth on the thing to consider for which the shares are acquired again, or contracted being purchased back, at some time with the buy-back or agreement, not exceeds the value with the consideration specified in All those conditions. (five) With the applications of the Division, the shares held by a nontendering member will not be being thought to be shares to which the final present relates, even if that supply extends to Those people shares. Portion: 710 Revised supply never to be thought to be fresh new supply L.N. 163 of 2013 03/03/2014 For the functions of this Division, a revision of your terms of a suggestion to buy back again shares is to not be viewed as the generating of the refreshing offer if— (a) the phrases of the give make provision for— (i) their revision; and (ii) acceptances on the former terms to get dealt with as acceptances to the revised terms; and (b) the revision is made in accordance with that provision.

(five) A change of title less than this section won't affect any legal rights or obligations from the company or render defective any legal proceedings by or towards it. Any lawful proceedings that might have been commenced or ongoing by or towards it by its former title could be commenced or continued by or towards it by its new identify. (6) If a company contravenes subsection (2), the company, and every responsible person in the company, commit an offence, and every is liable to the good at degree 3 and, in the situation of a continuing offence, to an extra great of $300 for every day for the duration of which the offence continues. Portion: 108 Registrar may possibly direct company to change identical or equivalent identify etc.

Cap 622 - Businesses Ordinance 270 (b) at any time prior to the conclude of the provide time period, the shares of that class managed via the repurchasing company, with or without the shares of that course held by the non-tendering member, symbolize a minimum of ninety% in variety of the shares of that class, the holder of any shares of that class to which the offer you relates who has not recognized the provide ahead of the end of that period might, by a letter addressed on the repurchasing company, involve that company to acquire back again Individuals shares. (four) Rights specified to your holder of any shares by this part to demand a repurchasing company to order back the shares are only exercisable within 3 months after whichever could be the later of the following— (a) the top of your provide period of time; (b) the date from the observe specified on the holder below area 719.

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L.N. 163 of 2013 03/03/2014 (one) A registered non-Hong Kong company must produce a press release of your particulars of every specified demand designed from the company on residence in Hong Kong of the company, along with a Accredited duplicate on the instrument (if any) building or evidencing the cost, on the Registrar for registration inside the registration period of time laid out in subsection (six)(a). (2) Where by— (a) a specified cost created by a registered non-Hong Kong company on house in Hong Kong of the company— (i) is presented within a debenture forming Portion of a sequence by reference to some other instrument containing the demand (if also contained inside the debenture); or (ii) is contained inside a debenture forming Element of a collection (but not supplied within the debenture by reference to almost every other instrument); and (b) every single holder on the debentures on the series is entitled Similarly to the benefit of the cost, the company is to be thought to be obtaining complied with subsection (one) in relation to the specified charge If your company provides a press release of your particulars from the demand, along with a Qualified duplicate of the instrument

(four) The Courtroom have to not purchase the removing of any info from the Companies Register below subsection (1) Except if it is pleased that— (a) even though a doc exhibiting the rectification in concern is registered, the continuing existence of the information on the businesses Register will trigger product harm to the company; and (b) the company’s desire in getting rid of the information outweighs the desire of other persons in the data continuing to look on the businesses Sign-up. (five) If your Court docket can make an order for that rectification of any information on or maybe the elimination of any information from the businesses Sign-up underneath subsection (1), the Court docket may perhaps make any consequential purchase that appears to it being just with respect for the authorized result (if any) for being accorded to the data by virtue of its having appeared on the Companies Sign up. (6) When the Court would make an purchase for that elimination of any info from the Companies Register under subsection

Cap 622 - Companies Ordinance one hundred sixty (i) was charged With all the obligation of guaranteeing that subsection (1) was complied with; and (ii) was able to discharge that responsibility; and (b) It is far from a defence to determine that the economic statements or report was not in actual fact well prepared as needed by this Ordinance. Section: 430 Company have to ship copies of financial statements and so on. to members just before common meeting

L.N. 163 of 2013 03/03/2014 (one) The Registrar may possibly serve a see on a registered non-Hong Kong company if satisfied that a corporate title or approved identify in the company— (a) is similar to or is too like— (i) a name that appears, or should have appeared, inside the index of names kept underneath section 22C on the predecessor Ordinance or within the Index of Company Names on the fabric date; or (ii) the identify of a overall body corporate incorporated or set up below an Ordinance ahead of the fabric date; or (b) provides so misleading a sign of the nature of the company’s pursuits in Hong Kong as to become more likely to induce harm to the public.

The corporate secretary also manages the compliance position on the company. And functions like a mediator involving the company's shareholders and directors.

(4) If an officer of the company or somebody on behalf of a company utilizes, or authorizes the use of, a seal that purports to be the company’s typical seal and that contravenes subsection (two), the officer or particular person commits an offence and is liable to the fantastic at amount three. Section: one hundred twenty five Formal seal for use abroad L.N. 163 of 2013 03/03/2014 (one) A company with a common seal can have an official seal for use exterior Hong Kong. (two) This kind formation company set my company up of an official seal need to be a reproduction from the company’s widespread seal, but have engraved on it in legible sort the title of each area exactly where it can be to be used. (three) A company having an Formal seal to be used in a spot may perhaps, by crafting below its prevalent seal, authorize any person appointed for the intent to affix, in that area, the official seal to any deed or some other document to which the company is a party. (four) As among a company and any person working with an executing agent of the company, the authority on the agent proceeds— (a) Should the authorization mentions a interval in the course of which the authority is to carry on, until finally the tip from the period of time; or (b) Should the authorization won't point out this kind of interval, until a recognize of revocation or termination of the agent’s authority has been specified to the individual. (five) The person affixing an official seal ought to, to the deed or other doc to which the seal is affixed, certify in composing the date on which, along with the area at which, the seal is so affixed. (6) A deed or other document to which an official seal is affixed binds the company as though it were executed underneath the company’s widespread seal. (seven) With this section—

Cap 622 - Corporations Ordinance 68 company. Area: 195 Group reconstruction relief L.N. 163 of 2013 03/03/2014 (one) This portion applies if an issuing company— (a) is a completely owned subsidiary of another company (the holding company); and (b) troubles shares— (i) into the holding company; or (ii) to another wholly owned subsidiary from the holding company, in consideration for that transfer to your issuing company of non-money assets of the company (the transferor company) That could be a member on the group of businesses that comprises the Keeping company and all its wholly owned subsidiaries. (2) Any excess of the value in the assets transferred about their Internet foundation worth can be disregarded when recording as share funds from the issuing company the quantity of thought for the issue with the issuing company of its shares. Therefore, the bare minimum level of thing to consider necessary to be recorded as share cash from the issuing company in regard from the shares issued with the transfer is the net base value of the assets transferred. (3) The web foundation value of the assets transferred is the amount by which the base price of the property transferred exceeds The bottom worth of any liabilities with the transferor company assumed via the issuing company as thing to consider for that assets transferred. (four) For your applications of the section— (a) The bottom price of property transferred would be the lesser of— (i) the cost of These property into the transferor company; (ii) the quantity at which All those assets are said during the transferor company’ s accounting documents instantly before the transfer; (b) The bottom value of liabilities assumed is the amount at which They are really said inside the transferor company’s accounting data instantly prior to the transfer. Area: 196 Merger reduction L.N. 163 of 2013 03/03/2014 (1) This portion applies if an issuing company has secured at least a ninety% equity Keeping in An additional company beneath an arrangement delivering for The difficulty of fairness shares during the issuing company on phrases that the thought with the shares issued should be to be furnished— (a) by The difficulty or transfer for the issuing company of fairness shares in the opposite company; or (b) from the cancellation of any equity shares in one other company not held via the issuing company.

Hong Kong organizations are lawfully needed to keep their statutory publications present-day. They need to even be stored inside a secure digital or Actual physical location and be manufactured accessible for inspection by the general public if needed.

Any lawful proceedings that might have been commenced or continued by or against it by its former title could be commenced or ongoing by or versus it by its new name. (six) In the event the company contravenes subsection (2) the company, and each liable particular person of the company, dedicate an offence, and each is liable into a wonderful at stage three and, in the situation of a continuing offence, to an extra great of $300 for every single day in the course of which the offence continues. (7) On this portion— previous title(前有名稱), in relation to your company restored to the Companies Register under this Division, indicates the name that the company had promptly prior to it had been dissolved. Area: 771 Registrar might direct company to change very same or similar identify and so forth.