5 Simple Techniques For company secretary hong kong company ordinance
L.N. 163 of 2013 03/03/2014 (1) If it appears into the Registrar that the knowledge contained in a document registered through the Registrar in regard of a company is inconsistent with other information and facts concerning the company on the Companies Sign up, the Registrar might give recognize towards the company— (a) stating in what regard the knowledge contained from the document appears to get inconsistent with other info on the Companies Sign-up; and (b) demanding the company to acquire steps to solve the inconsistency. (2) For the purposes of subsection (one)(b), the Registrar may perhaps have to have the company to deliver for the Registrar inside the period of time laid out in the notice— (a) information and facts necessary to solve the inconsistency; or (b) evidence that proceedings happen to be commenced because of the company inside the Court docket for the purpose of resolving the inconsistency and that the proceedings are being executed diligently.
Cap 622 - Firms Ordinance 350 recognizing the safety, it is actually exercisable only in accordance with that person’s Guidance; or (b) if— (i) the shares are held in connection with the granting of loans as Component of usual small business functions; and (ii) except where by the best is exercised for the goal of preserving the worth of the safety or of recognizing the security, it can be exercisable only in that individual’s pursuits. (6) Subsections (3) and (5) usually do not demand a proper held by a guardian endeavor to generally be considered to be becoming held by any of its subsidiary undertakings.
Part: 809 Registrar have to not register without members’ assent L.N. 163 of 2013 03/03/2014 (1) The Registrar ought to not sign up an suitable company under this Component as an unlimited company Except if There exists assent to your registration by a the vast majority on the users present at a general Conference in the company convened for that function. (two) The Registrar need to not register an qualified company underneath this Element as a company minimal by warranty Until You can find assent towards the registration by not less than seventy five% of your associates present at a common meeting of the company convened to the goal. (3) With the purposes of this section, in computing a the vast majority, or 75%, with the users where a poll is demanded, the number of votes to which Every single member is entitled according to the suitable company’s restrictions should be taken into account. (four) In this area, a reference to a member current in a common meeting is— (a) a reference to your member present in human being; or (b) if proxies are authorized by the suitable company’s polices, a reference into a member current by proxy.
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N. 163 of 2013 03/03/2014 (one) The certification by a company of an instrument of transfer of shares inside the company— (a) is often a illustration with the company to anyone acting on the faith of the certification that paperwork happen to be produced to your company that evidence title for the shares while in the transferor named inside the instrument; and (b) is just not a illustration which the transferor has any title into the shares. (2) If an individual functions around the religion of the Untrue certification by a company made negligently, the company is beneath the exact legal responsibility to the individual as In the event the certification were manufactured fraudulently. (3) For that reasons of the segment, an instrument of transfer is certified by a company if it bears— (a) the phrases “certificate lodged”, or terms to the exact same result, in English or Chinese; and (b) below or adjacent to those phrases, the signature or initials of an individual obtaining the particular or obvious authority to certify transfers on behalf from the company. (4) Unless of course the contrary is proved, a signature or initials showing up on an instrument of transfer as referred to in subsection (3)(b) has to be regarded— (a) because the signature or initials of the individual whose signature or initials they purport to generally be; and (b) as owning been placed on the instrument by that man or woman or by An additional person who has the actual or apparent authority to make use of the signature or initials for the objective of certifying transfers on behalf in the company. Segment: 155 Concern of share certification on transfer L.N. 163 of 2013 03/03/2014 (1) Throughout the time period specified in subsection (2), a company ought to entire the certificates for any of its shares which are transferred and possess the certificates Prepared for shipping. (2) The time period is— (a) for a private company, two months once the working day on which the transfer is lodged Along with the company;
L.N. 163 of 2013 03/03/2014 (1) A registered non-Hong Kong company will have to provide an announcement with the particulars of every specified cost created via the company on home in Hong Kong of the company, together with a Licensed copy from the instrument (if any) producing or evidencing the cost, for the Registrar for registration within the registration period specified in subsection (6)(a). (2) Where— (a) a specified cost designed by a registered non-Hong Kong company on property in Hong Kong from the company— (i) is supplied inside of a debenture forming Element of a collection by reference to another instrument that contains the demand (whether or not also contained from the debenture); or (ii) is contained in a debenture forming part of a sequence (but not given while in the debenture by reference to another instrument); and (b) every single holder of your debentures from the collection is entitled Similarly to the advantage of the demand, the company will be to be viewed as obtaining complied with subsection (1) in relation to the specified charge If your company delivers a press release of the particulars in the charge, together with a Accredited copy of the instrument
(1) This area applies to a cost if— (a) in advance of section eighty two in the predecessor Ordinance was repealed, a non-Hong Kong company registered beneath Component XI with the predecessor Ordinance obtained any property topic on the demand; and
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L.N. 163 of 2013 03/03/2014 (1) A company will have to enable a director with the company to generate a duplicate of its accounting data inside the course of inspection. (two) A company must provide a director with the company having a copy of its accounting records without charge If that is so asked for by the director. (three) For that functions of subsection (two)— (a) In the event the director requests a duplicate of the company’s accounting information in tough copy variety, the company have to offer the duplicate in hard copy sort; and (b) if the director requests a duplicate on the company’s accounting information in electronic sort, the company should give the duplicate in almost any Digital variety which the company thinks match. (4) Subsections (two) and (3) tend not to need a company to provide a director of your company having a copy of its accounting records in Digital form if it retains its accounting data by recording the data in hard copy variety only. (five) If any accounting documents are kept by a company by recording the information in electronic type, a need underneath this Subdivision for the accounting information being open to inspection will be to be thought to be a necessity— (a) for just a replica of your recording in challenging duplicate form to generally be open to inspection; and (b) with the recording for being open up to inspection by Digital signifies for the ask for of anyone entitled to examine the accounting documents. (6) A director of a company who fails to just take all reasonable actions to secure compliance with subsection (one) or (2) commits an offence and it is liable to your good at degree 5 and, in the case of a continuing offence, to an additional fine of $one thousand for every single day for the duration of which the offence proceeds.
(four) On this portion— specified incumbent(指明在任人) means— (a) the one who is the final auditor of your company and whose expression of Business office as auditor has expired; or (b) the individual whose time period of Office environment as auditor will expire— (i) at the conclusion of the final Assembly; or (ii) at the end of the appointment interval in relation to your fiscal calendar year anxious. Section: 401 Copies of penned resolution for appointment must be despatched to new and outdated auditors
(three) An officer or personnel of the physique corporate on which a prerequisite is imposed under part 873 commits an offence Should the officer or staff, with intent to defraud, brings about or permits the body corporate to fall short to company formation documents comply with the need.
(3) With the needs of the Routine— (a) a suitable held by anyone inside a fiduciary capability is usually to be considered not remaining held by the individual; and (b) a correct held by somebody as nominee for one more is usually to be regarded as remaining held by that other. (four) For that applications of the Schedule, a appropriate is to be viewed as staying held by an individual as nominee for an additional if it is exercisable only around the Directions, or While using the consent, of that other. (five) For your purposes of the Schedule, a appropriate connected to shares held by way of safety is always to be viewed as staying held by the person providing the security— (a) if, except exactly where the correct is exercised for the objective of preserving the value of the safety or of
L.N. 163 of 2013 03/03/2014 (one) When the situation laid out in subsection (2) is content, a company is not prohibited by segment 500, 501, 502 or 503 from coming into into any transaction— (a) to offer a director in the company or of a Keeping company of the company with cash to meet expenditure incurred or to generally be incurred via the director in Placing up a defence within an investigation, or towards any action taken or proposed to be taken, by a regulatory authority in reference to any alleged misconduct with the director in relation to the company or an connected company from the company; or (b) to help this type of director to avoid incurring these expenditure. (two) The affliction is that the transaction in question is entered into around the conditions— (a) the cash are being repaid, or any liability with the company incurred in relation to that transaction is to be discharged, Should the director is located in the investigation or action to possess dedicated the misconduct; and (b) that the money are to become so repaid, or this sort of legal responsibility should be to be so discharged, not afterwards as opposed to day in the event the discovering turns into remaining.
Segment 351B with the predecessor Ordinance, as in pressure straight away right before its repeal, carries on to apply in relation to an software manufactured before the commencement date* of segment 897 for that purposes of that area.