The 2-Minute Rule for company secretary hong kong requirements
The 2-Minute Rule for company secretary hong kong requirements
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L.N. 163 of 2013 03/03/2014 (1) If a person is getting or proposing to obtain shares inside a company, the company or any of its subsidiaries need to not give money guidance specifically or indirectly for the objective of the acquisition ahead of or simultaneously as being the acquisition can take place, except as provided by this Division. (two) If— (a) an individual has obtained shares inside of a company; and (b) any person has incurred a legal responsibility for the purpose of the acquisition, the company or any of its subsidiaries will have to not give fiscal guidance directly or indirectly for the goal of minimizing or discharging the legal responsibility, other than as provided by this Division.
There is no scarcity of alternatives to choose from but selecting the suitable company is a complete other Tale. Aside from examining They may be appropriately licenced, Below are a few other vital factors to contemplate when picking a corporate services company.
Cap 622 - Organizations Ordinance 342 (b) to give observe towards the Registrar of any matter. (2) The Registrar, or a member or creditor from the company, may possibly serve a notice within the company or officer requiring the company or officer to adjust to the need. (three) If your company or officer fails to make excellent the contravention in 14 times after service of your recognize, the Court may, on application from the Registrar, or by a member or creditor with the company, make an purchase— (a) in the case of the contravention from the company, directing the company and any officer in the company to help make great the contravention in the time laid out in the purchase; or (b) in the case of the contravention by the officer, directing the officer to produce good the contravention within the time specified in the purchase.
Single ownership: On this business, the operator of your company controls the many matters and he bears every one of the hazards himself.
(2) For the goal of applying this Ordinance to a company stated in subsection (one), a reference in this Ordinance on the date of registration is to be read as being the day on which the company was registered underneath the former Companies Ordinance.
Remarks: Not yet in operation (1) When the Registrar is to produce a safeguarded tackle accessible for community inspection under area 55(1), she or he will have to commence just as if— (a) a detect were sent to the Registrar for registration underneath portion 645(4) stating which the correspondence address on the director is changed to the protected deal with; or (b) a return had been sent to the Registrar for registration beneath area 791 stating that the correspondence deal with on the director is changed to the safeguarded deal with. (two) The Registrar will have to give composed detect of getting completed so— (a) towards the director; and (b) to your company. (3) A written see have to also point out the decision day in relation on the guarded deal with. (four) A created observe below subsection (2)(a) needs to be despatched to the director— (a) on the safeguarded address; or (b) if it appears towards the Registrar that service at the shielded handle will not be successful to carry it to the discover from the director, with the applicable correspondence address of your director. (five) On receipt of the written discover, the company will have to enter the guarded tackle in its sign-up of directors as the correspondence deal with from the director. (6) If, within 5 yrs immediately after the choice day for any shielded address, the director notifies the company of Yet another deal with as his / her typical residential handle— (a) the company need to enter that other deal with in its register of administrators as the usual household deal with plus the correspondence handle in the director; and (b) the company should progress Along with the recognize or return below portion 645(four) or 791 as Should the correspondence tackle of the director was also changed to that other handle.
L.N. 163 of 2013 03/03/2014 (1) Without the prescribed acceptance of its members, a company need to not come up with a payment for loss of Place of work to your director or previous director on the company. (2) With no prescribed acceptance of its members plus the prescribed approval in the holding company’s members, a company will have to not make a payment for loss of office into a director or former director of the holding company on the company. (3) Despite subsection (2)— (a) a company could enter in to the transaction with just the prescribed approval of its users When the Keeping company is incorporated outdoors Hong Kong; and (b) a company may enter into your transaction with only the prescribed acceptance with the Keeping company’s members if it is a completely owned subsidiary with the Keeping company, and also the holding company is incorporated in Hong Kong.
A Hong Kong company secretary should keep any papers required for presidency examination if important. They preserve the company’s statutory documentation and update the paperwork if their information and facts changes.
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Segment: 784 Charm versus selection to provide notice L.N. 163 of 2013 03/03/2014 Inside 3 weeks immediately after being served by using a observe underneath portion 780(one)(b) for your corporate title or for an authorized identify in relation into a corporate name, a registered non-Hong Kong company may well appeal to the executive Appeals Board in opposition to the choice to serve the notice. Part: 785 Change of authorized identify L.N. 163 of 2013 03/03/2014 (1) A registered non-Hong Kong company may possibly apply, in crafting, on the Registrar for change of an authorised title, in relation to a corporate name, under which the company is to hold on business enterprise in Hong Kong. (two) An application must be delivered to the Registrar. (three) On getting an application for change of an approved name, the Registrar should approve the new name Unless of course contented that the new title— (a) is similar to or is simply too like— (i) a reputation that seems, or ought to have appeared, during the Index of Company Names; or (ii) the name of a system corporate incorporated or established underneath an Ordinance; or (b) gives so deceptive a sign of the character of your registered non-Hong Kong company’s activities in Hong Kong as to become prone to result in damage to the public. (four) Should the Registrar approves a new name, the registered non-Hong Kong company may perhaps provide on the Registrar for registration a return, in the required form, specifying the new identify so authorized. (5) On acquiring a return, the Registrar will have to, Except if glad which the new title laid out in it is actually similar to a name that seems, or must have appeared, while in the Index of Company Names— (a) enter The brand new company secretary duties hong kong identify in the businesses Register since the title, in relation into the corporate identify, below which the registered non-Hong Kong company is to hold on business enterprise in Hong Kong; (b) create a note in the businesses Sign-up towards the effect that there's a change of accepted identify;
(4) If an officer of a company or an individual on behalf of a company utilizes, or authorizes the usage of, a seal that purports to become the company’s prevalent seal and that contravenes subsection (two), the officer or person commits an offence which is liable into a fantastic at degree three. Segment: a hundred twenty five Formal seal for use abroad L.N. 163 of 2013 03/03/2014 (one) A company with a typical seal could have an Formal seal for use outdoors Hong Kong. (2) These types of an Formal seal must be a reproduction from the company’s frequent seal, but have engraved on it in legible kind the identify of each area the place it truly is to be used. (3) A company having an official seal for use in a place might, by composing under its frequent seal, authorize anyone appointed for that reason to affix, in that place, the official seal to any deed or almost every other doc to which the company is a celebration. (four) As involving a company and any person addressing an executing agent from the company, the authority on the agent carries on— (a) In case the authorization mentions a period all through which the authority is to continue, right up until the top of the period of time; or (b) Should the authorization isn't going to mention this type of period, right up until a notice of revocation or termination of the agent’s authority has been presented to the person. (5) The individual affixing an Formal seal have to, to the deed or other doc to which the seal is affixed, certify in writing the date on which, along with the area at which, the seal is so affixed. (6) A deed or other doc to which an official seal is affixed binds the company just as if it were executed under the company’s frequent seal. (seven) Within this section—
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L.N. 163 of 2013 03/03/2014 (one) In the event the ailment specified in subsection (2) is happy, a company is not really prohibited by segment 500, 501, 502 or 503 from coming into into any transaction— (a) to deliver a director from the company or of a holding company in the company with cash to satisfy expenditure incurred or to become incurred with the director in Placing up a defence in an investigation, or towards any motion taken or proposed being taken, by a regulatory authority in reference to any alleged misconduct through the director in relation into the company or an affiliated company on the company; or (b) to allow this kind of director to prevent incurring such expenditure. (two) The problem would be that the transaction in problem is entered into over the conditions— (a) the cash are being repaid, or any liability of your company incurred in relation to that transaction would be to be discharged, If your director is located in the investigation or action to possess fully commited the misconduct; and (b) which the resources are to get so repaid, or these legal responsibility is always to be so discharged, not afterwards compared to the day if the discovering becomes closing.
(7) In subsection (five)— projected sum(預計款項), in relation to your depreciation of a fixed asset, indicates a sum that would have been written off or retained for depreciation if the revaluation of your asset experienced not been produced. (eight) For that reasons of the part, an asset of a company is usually to be thought to be a set asset if it is meant for use during the company’s routines, or otherwise to get held for the goal of the company’s routines, over a continuing foundation. Segment: 293 Certain volume regarding insurance policy company with long-lasting enterprise being regarded as realized earnings or loss