Fascination About company secretary duties hong kong
Fascination About company secretary duties hong kong
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(three) The Registrar should enter The brand new title in the Companies Sign-up rather than the previous identify. (four) The change of title has effect within the day on which The brand new name is entered in the businesses Sign up. (5) Inside of thirty days after the date of entering the new identify in the businesses Register, the Registrar— (a) ought to by observe in producing notify the company of— (i) The point that a reputation of the company is changed; (ii) the new name; and (iii) the day on which the change requires result under subsection (four); and (b) must by see within the Gazette notify that fact, the new title and that date. (6) A change of name less than this area does not have an affect on any rights or obligations from the company or render faulty any legal proceedings by or from it. Any lawful proceedings that could have been commenced or ongoing by or versus it by its previous title could possibly be commenced or continued by or towards it by its new identify.
Area 57A of your predecessor Ordinance, as in drive right away prior to its repeal, continues to apply to your share certification, prospectus or administrators’ report issued ahead of the commencement date* of part 179. 29. Variation of class legal rights: corporations having a share capital
(4) A resolution less than subsection (1)— (a) will not be to obtain outcome for your monetary calendar year in regard of which the interval laid out in section 610 for holding an once-a-year common Conference on the company has expired; and (b) does not impact any legal responsibility now incurred by reason of default in holding an once-a-year common meeting. (five) If an annual general Assembly might be needed to be held in regard of the fiscal yr but for this section, plus the meeting has not been held, any member in the company may well, by discover to the company not later than three months before the conclusion with the interval in which the company could be needed to maintain an yearly normal Assembly in regard of that monetary 12 months but for this section, have to have the Keeping of an once-a-year standard Conference in regard of that financial year. (6) A see outlined in subsection (5) needs to be offered in tough duplicate sort or in Digital kind. (seven) If a notice mentioned in subsection (5) is specified, segment 610 applies in respect with the financial 12 months to which the observe relates. Segment: 614 Revocation of resolution dispensing with annual standard meeting
Cap 622 - Businesses Ordinance fifteen (ii) specified with the Registrar in accordance Along with the settlement. (2) An arrangement which has a company might also deliver that any document, or any course of doc, that pertains to the company, and is necessary or authorized to get sent via the Registrar to it under an Ordinance, will likely be sent by electronic implies.
(two) On this section— youngsters(子女) incorporates step-kids, illegitimate little ones and children adopted in almost any fashion recognized with the regulation of Hong Kong; employee share scheme(僱員參股計劃) means a scheme for encouraging or facilitating the holding of shares in the company by or for the benefit of— (a) folks utilized or formerly employed in superior faith by that company or One more company in a similar group of corporations; or (b) spouses, widows, widowers, or minor young children of persons referred to in paragraph (a); minor small children(未成年子女) implies kids that are less than eighteen a long time of age. Section: 281 Exception for financial loans to employees L.N. 163 of 2013 03/03/2014 (one) Issue to portion 282, this Division would not prohibit the making by a company of financial loans to its suitable workforce for the objective of enabling them to obtain entirely compensated shares while in the company or its holding company to generally be held by them Through advantageous ownership. (two) In this particular section— kid(子女) includes a phase-child, an illegitimate kid and a kid adopted in almost any fashion acknowledged via the regulation of Hong Kong; qualified workforce(合資格的僱員), in relation into a company, signifies folks utilized in great faith with the company, apart from—
Cap 622 - Providers Ordinance 152 Area: 410 Capable privileges L.N. 163 of 2013 03/03/2014 (one) During the absence of malice, an auditor of a company is just not liable to any action for defamation at the go well with of any person in regard of any assertion produced by the auditor inside the course of performing duties as auditor of the company. (two) During the absence of malice, an individual is just not liable to any action for defamation in the fit of anyone in regard in the publication of any doc— (a) well prepared by an auditor of the company in the course of performing duties as auditor of the company; and (b) needed by this Ordinance— (i) for being sent to the Registrar; or (ii) for being despatched to any member in the company or every other human being. (3) This portion isn't going to Restrict or affect every other right, privilege or immunity that an auditor of the company, or some other individual, has as defendant in an motion for defamation. (4) In this portion, a reference to performing duties as auditor of the company involves— (a) building a cessation assertion, offering the assertion towards the company, and requesting the company to adjust to the prerequisite laid out in portion 422(5) in relation into the statement; and (b) producing a statement of circumstances, and offering the statement into the company. Portion: 411 Legal rights in relation to standard meeting L.N. 163 of 2013 03/03/2014 (1) An individual appointed as auditor of a company is entitled— (a) to show up at any with the company’s common conferences; and (b) to get heard, at any from the company’s general conferences, on any Element of the enterprise in the Conference that problems the person as auditor with the company. (two) A person’s entitlement beneath subsection (one)(a) or (b) is, if the individual is actually a agency or entire body corporate, exercisable by a normal individual licensed by the individual to act as the person’s representative for the Assembly.
L.N. 163 of 2013 03/03/2014 (1) A shown company may perhaps buy back again its possess shares over a acknowledged inventory sector or on an accepted inventory exchange if the purchase-back is licensed in advance by resolution with the company. (two) The company have to involve a memorandum on the conditions with the proposed buy-again With all the discover in the proposed resolution. (three) A resolution authorizing a invest in-again under this part is valid with the period expiring on the date of the following yearly basic Conference of your company, Which time period can be prolonged because of the company at that annual common Conference right up until the date of the following annual general Conference. (4) With this part— permitted inventory exchange(核准證券交易所) usually means a stock exchange authorised with the needs of this section by discover posted while in the Gazette by— (a) the Commission; and (b) the recognized exchange company that operates the acknowledged inventory market on which the shares concerned are listed.
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(two) Approval may very well be offered for a particular work out of the facility or for its exercise commonly, and will be unconditional or subject matter to problems.
(2) Any extra of the value with the fairness shares acquired or cancelled beneath the arrangement in excess of the subscribed money of the opposite company attributable to Those people shares may very well be disregarded when recording as share money of your issuing company the quantity of thought for The problem because of the issuing company of its shares. Consequently, the minimum quantity of thought required to company formation agents be recorded as share capital on the issuing company in regard with the shares issued underneath the arrangement may be the subscribed cash of the other company attributable on the fairness shares obtained or cancelled. (three) If the arrangement also delivers for The difficulty of any shares in the issuing company on phrases that the consideration for those shares will be to be delivered— (a) by The difficulty or transfer towards the issuing company of nonequity shares in another company; or (b) via the cancellation of any non-fairness shares in another company not held from the issuing company, any surplus of the value on the non-fairness shares obtained or cancelled underneath the arrangement above the subscribed cash of the other company attributable to All those shares can be disregarded when recording as share capital of your issuing company the quantity of thought for The problem because of the issuing company of its shares. (four) This section won't implement inside of a scenario falling inside of portion 195. Section: 197 Merger aid: that means of ninety% equity holding L.N. 163 of 2013 03/03/2014 (1) This portion has influence in figuring out, with the reasons of segment 196, no matter whether a company (company A) has secured a minimum of a 90% equity holding in One more company (company B) less than an arrangement pointed out in part 196(one).
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Cap 622 - Companies Ordinance 68 company. Segment: 195 Group reconstruction reduction L.N. 163 of 2013 03/03/2014 (one) This portion applies if an issuing company— (a) is a completely owned subsidiary of Yet another company (the holding company); and (b) issues shares— (i) for the Keeping company; or (ii) to another wholly owned subsidiary with the Keeping company, in thing to consider with the transfer for the issuing company of non-funds property of a company (the transferor company) That could be a member of your group of organizations that comprises the Keeping company and all its wholly owned subsidiaries. (two) Any extra of the worth from the property transferred around their net foundation price may be disregarded when recording as share funds of your issuing company the level of thought for the issue with the issuing company of its shares. Consequently, the minimal amount of thought needed to be recorded as share money from the issuing company in regard in the shares issued for the transfer is The online base value of the belongings transferred. (3) The online base worth of the property transferred is the amount by which the base price of the assets transferred exceeds The bottom worth of any liabilities of the transferor company assumed by the issuing company as thought for that assets transferred. (four) For your functions of this area— (a) the base price of assets transferred is definitely the lesser of— (i) the cost of People assets towards the transferor company; (ii) the amount at which Those people belongings are stated while in the transferor company’ s accounting information right away ahead of the transfer; (b) The bottom value of liabilities assumed is the amount at which They can be mentioned within the transferor company’s accounting data right away ahead of the transfer. Portion: 196 Merger relief L.N. 163 of 2013 03/03/2014 (1) This portion applies if an issuing company has secured at the least a ninety% equity holding in One more company less than an arrangement supplying for the issue of equity shares within the issuing company on conditions which the thought for your shares issued is always to be presented— (a) by The difficulty or transfer for the issuing company of equity shares in the other company; or (b) because of the cancellation of any fairness shares in one other company not held through the issuing company.
Cap 622 - Organizations Ordinance 379 (b) continue to use, by virtue of part 91 of your predecessor Ordinance as so in pressure, in relation to your ask for acquired by a non-Hong Kong company registered underneath Portion XI on the predecessor Ordinance right before that commencement day* for inspecting a sign-up of expenses or copies of devices making a demand. Section nine
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