Everything about hong kong company secretary checklist (2nd edition)
L.N. 163 of 2013 03/03/2014 (1) Without the prescribed acceptance of its members, a company will have to not— (a) choose component within an arrangement below which— (i) A further human being enters right into a questionable transaction using a director of the company, a physique corporate controlled by this kind of director, or an entity connected with this type of director; and (ii) that other individual, pursuant to the arrangement, has acquired or is to acquire any gain from the company or an connected company from the company; or (b) organize for an assignment into the company, or assumption via the company, of any rights, obligations or liabilities underneath a questionable transaction entered into by An additional man or woman with— (i) a director with the company; (ii) a system corporate controlled by this kind of director; or (iii) an entity related with this type of director. (two) Without the prescribed approval of its customers and also the prescribed acceptance with the Keeping company’s members, a company need to not— (a) choose section in an arrangement below which— (i) A further particular person enters into a questionable transaction having a director of a Keeping company of your company, a body corporate controlled by such a director, or an entity linked with this type of director; and (ii) that other individual, pursuant on the arrangement, has obtained or is to obtain any benefit from the company or an associated company from the company; or (b) organize for an assignment on the company, or assumption because of the company, of any legal rights, obligations or liabilities beneath a questionable transaction entered into by A different particular person with— (i) a director of the Keeping company on the company; (ii) a physique corporate controlled by this kind of director; or (iii) an entity linked with this type of director.
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Cap 622 - Providers Ordinance 106 (a) the company’s registered Business office; or (b) a spot prescribed by rules manufactured less than area 657. (two) A company ought to notify the Registrar of your area at which the sign up of debenture holders is stored. The recognize have to be in the required type and sent to the Registrar for registration in just 15 times following the sign-up is first kept at that put. (three) A company will have to notify the Registrar of any change (apart from a change from the address of the company’s registered Business) while in the location at which the sign-up of debenture holders is retained. The detect must be in the required form and delivered to the Registrar for registration in just 15 days following the change. (four) Subsection (two) isn't going to demand a company to inform the Registrar from the position at which the register of debenture holders is saved— (a) if, in the case of the register that came into existence on or once the commencement date* of this Division, it has constantly been saved in the company’s registered Business; or (b) if— (i) right away before that commencement date*, the company kept a register for the uses of area 74A of the predecessor Ordinance; and (ii) on and after that commencement day*, that register is saved being a sign up of debenture holders for your applications of segment 308(one) for the spot at which it was kept straight away in advance of that commencement date*.
All Hong Kong businesses needs to have a local registered tackle to acquire govt and bank correspondence. When you get mail, we open up, scan and add letters to your Osome account and send you a notification this means you under no circumstances miss a matter.
Cap 622 - Organizations Ordinance 226 (ii) 3 months following the finish of that accounting reference time period, whichever is definitely the afterwards; and (b) in the situation of almost every other company— (i) 6 months after the anniversary from the company’s incorporation; or (ii) three months following the conclusion of that accounting reference interval, whichever is definitely the later. (three) If a company has by a administrators’ resolution under area 371 or possibly a notice sent to the Registrar less than that section, shortened an accounting reference period, the company need to maintain a normal meeting as its once-a-year normal Conference inside the subsequent time period— (a) in the case of a private company or even a company minimal by promise— (i) 9 months once the conclude of your shortened accounting reference period of time; or (ii) three months once the date of the administrators’ resolution, whichever could be the later; and (b) in the case of any other company— (i) six months after the close on the shortened accounting reference period; or (ii) three months once the date of the directors’ resolution, whichever will be the later. (four) A personal company mentioned in subsections (1), (2) and (three) does not include things like a private company that is definitely, Anytime in the monetary 12 months, a subsidiary of a community company. (5) If for just about any purpose the Court thinks in good shape to take action, it might, on an application made before the conclusion with the period if not permitted for Keeping an annual common Assembly in regard of the fiscal 12 months of a company, by buy increase that interval by an additional period of time specified in the order.
Cap 622 - Organizations Ordinance 214 and specified the intention to suggest the resolution like a Exclusive resolution; and (b) In the event the notice from the Conference so specified, the resolution may perhaps only be handed being a Unique resolution. (5) A reference to a rare resolution of a company or of a gathering of any class of users of the company — (a) contained in any Ordinance that was enacted or doc that existed ahead of 31 August 1984; and (b) deemed, in relation to the resolution passed or to be passed on or after that day, to generally be a Particular resolution in the company or Assembly below area 116(5) from the predecessor Ordinance, continues to generally be considered to get this kind of Exclusive resolution on the company or Assembly.
Cap 622 - Firms Ordinance 369 directors. (three) A reference to share high quality is often a reference to any residual share funds in relation for the share. (4) A reference into a suitable to your return of cash over a share is actually a reference to your proper to the return of money of a value equal to the quantity paid in respect of the nominal price of the share. (five) A reference to a distribution inside a winding up in proportion into the funds paid out up on the share is really a reference to your distribution inside a winding up in proportion to the amount compensated in respect with the nominal price of the share. (6) A reference towards the mixture par or nominal price of the company’s issued share funds is usually a reference to that mixture since it existed right away before the commencement date* of segment one hundred thirty five and— (a) greater to take account with the nominal value of any shares issued on or after that commencement day*; and (b) minimized to choose account in the nominal price of any shares cancelled on or following that commencement date*.
When the company secretary can be a purely natural man or woman, they have to be a resident in Hong Kong (long term or otherwise);
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Cap 622 - Organizations Ordinance 178 (b) if a system corporate, have its registered Office environment or a place of small business in Hong Kong. (five) Anything at all needed or licensed to be finished by or to the company secretary could possibly be finished— (a) if the office is vacant or You can find for every other purpose no company secretary able to acting, by or to any assistant or deputy company secretary; or (b) if there's no assistant or deputy company secretary effective at performing, by or to any officer with the company licensed typically or specially in that behalf by the administrators. Section: 475 Instances underneath which director may not be company secretary
(two) The doc or details is sent or supplied to that other man or woman for your applications of an applicable provision Should the document or details is distributed or provided— (a) by hand to that other person; or (b) by hand or by put up to an tackle laid out in section 825. (three) With the reasons of the relevant provision that authorizes or needs the doc or information to get authenticated, the hong kong company secretary document or information and facts is sufficiently authenticated if it is signed by a director or company secretary in the company or by an officer of the company authorized for your intent. (4) Should the document or information is shipped or equipped by an individual on behalf on the company to a different company, subsection (3) does not have an affect on any provision of that other company’s articles or blog posts underneath which that other company may need acceptable proof of the person’s authority to act on behalf of the company for which the document or info is shipped or provided. (5) When the doc or information is distributed or supplied to that other human being for your applications of an applicable provision, it is actually to be regarded as being obtained by that other person— (a) where the document or info is shipped or equipped by post, at some time specified in portion 824, Except the Opposite is proved; or (b) wherever the document or details is sent or equipped by hand, at enough time in the event the document or facts is sent. Portion: 833 Interaction via website L.N. 163 of 2013 03/03/2014 (1) Topic to subsection (2), this section applies if a document or data is sent or provided by a company to another human being by rendering it accessible on a website. (two) This portion would not use When the doc or information is sent or equipped by a member of the company for the company. (3) The doc or facts is shipped or supplied to that other man or woman for your purposes of the applicable provision if— (a) that other man or woman— (i) has agreed, typically or specifically, that the doc or data can be despatched or supplied by the
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Hong Kong businesses are legally needed to keep their statutory publications latest. They have to even be retained inside a safe digital or Actual physical area and be created accessible for inspection by the general public if needed.
L.N. 163 of 2013 03/03/2014 (one) A company may well notify every member or possible member to give the company a detect of intent less than subsection (3). (two) A notification to a member or opportunity member— (a) have to be presented in crafting; and (b) need to be provided in relation to a money year. (3) In reaction to a notification, a member or likely member could give the company a detect of intent to— (a) request— (i) either a replica of the reporting files or a replica with the summary monetary report; or (ii) none of All those copies; and (b) in the case of paragraph (a)(i), request the copy being sent with the company in difficult duplicate sort, in electronic type, or by making it available on a web site. (4) A member or opportunity member may perhaps only make a request beneath subsection (3)(b) in response into a notification for a replica of the reporting files or a duplicate in the summary economical report to be despatched in electronic variety or by making it readily available on an internet site In the event the company has specified, during the notification, the member or opportunity member an choice to request the duplicate to be so despatched. (five) If a notice of intent is obtained from the company not less than 28 times before the 1st day on which a copy in the reporting files for that financial yr is distributed to your member underneath area 430, the detect of intent has influence in relation to that economic calendar year, and each subsequent economical calendar year, right until it ceases to have result by advantage of subsection (seven). (six) If a discover of intent is gained via the company a lot less than 28 times prior to the initially day on which a duplicate of your reporting files for the economic 12 months is sent to a member underneath segment 430— (a) the recognize of intent has result in relation to every economic 12 months subsequent to that financial year right up until it ceases to have influence by advantage of subsection (7); and (b) the member or opportunity member is always to be viewed as— (i) owning requested a copy in the summary money report with the financial year; and (ii) having requested the summary financial report back to be sent via the company in tough copy variety.