5 Simple Techniques For hong kong company secretary's practice manual
5 Simple Techniques For hong kong company secretary's practice manual
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L.N. 163 of 2013 03/03/2014 (one) With no prescribed acceptance of its users, a company must not— (a) take portion in an arrangement below which— (i) Yet another particular person enters right into a questionable transaction by using a director from the company, a physique corporate managed by such a director, or an entity connected with this kind of director; and (ii) that other man or woman, pursuant to your arrangement, has acquired or is to acquire any benefit from the company or an related company with the company; or (b) arrange for an assignment to your company, or assumption by the company, of any rights, obligations or liabilities less than a questionable transaction entered into by Yet another particular person with— (i) a director of the company; (ii) a entire body corporate controlled by this type of director; or (iii) an entity connected with this kind of director. (two) With no prescribed approval of its associates plus the prescribed approval with the holding company’s associates, a company will have to not— (a) choose aspect in an arrangement under which— (i) A further person enters right into a questionable transaction with a director of the holding company from the company, a system corporate controlled by this kind of director, or an entity related with this kind of director; and (ii) that other individual, pursuant into the arrangement, has received or is to acquire any get pleasure from the company or an connected company with the company; or (b) set up for an assignment towards the company, or assumption because of the company, of any legal rights, obligations or liabilities under a questionable transaction entered into by A further individual with— (i) a director of the holding company of the company; (ii) a physique corporate controlled by such a director; or (iii) an entity connected with such a director.
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Examples— 1. A company may extinguish or decrease the legal responsibility on any of its shares in regard of share money not compensated up. two. A company may possibly, possibly with or without extinguishing or lessening liability on any of its shares— (a) terminate any paid-up share capital that is definitely lost or unrepresented by readily available belongings; or (b) repay any compensated-up share cash in excess in the company’s needs. (two) Nevertheless, a company will have to not decrease its share capital if, as a result of the reduction, there would now not be any member in the company Keeping shares apart from redeemable shares. (3) This Division is topic to any provision of a company’s content that prohibits or restricts the reduction of your company’s share cash. Part: 211 Course of action for the company to cut back its share cash L.N. 163 of 2013 03/03/2014 The method to get a company to lessen its share money less than this Division is— (a) by Distinctive resolution supported by a solvency assertion under Subdivision 2; or (b) by Exclusive resolution confirmed from the Courtroom less than Subdivision three. Segment: 212 Offence if share money is reduced in contravention of Division
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Notice— Paragraph (b) of your proviso to segment fifty seven with the predecessor Ordinance requires the sanction on the court to be acquired prior to the payment is designed. 34. Relief from share money requirements
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Cap 622 - Organizations Ordinance 171 regard of whom the reserve director is nominated, the reserve director is always to be considered a director on the company for all purposes right up until— (a) an individual is appointed being a director with the company in accordance with its article content; or (b) the reserve director resigns from your office of director in accordance with segment 464, whichever is the earlier. (five) The problems specified to the applications of subsection (four) are— (a) the nomination in the reserve director hasn't ceased to possess effect underneath subsection (two); and (b) the reserve director will not be prohibited by regulation nor disqualified from performing being a director from the company. Segment: 456 Restriction on entire body corporate currently being director L.
(one) A reference in the continuing provision for the nominal volume or nominal price of a share is, in relation to any interval on or after the commencement date* of portion 135, a reference on the nominal quantity or nominal price of the share instantly prior to that commencement day*, plus a reference to share top quality will be to be construed appropriately. (two) A reference inside of a continuing provision to some company’s share premium account or capital redemption reserve is, in relation to any period on or after the commencement day* of portion one hundred thirty five, a reference on the company’s share premium account or funds redemption reserve immediately in advance of that commencement date*.
(3) If new shares are issued by a company within the terms that, in a time period not exceeding twelve months, they can rank Similarly for all needs with all the present shares, or with all the present shares of a particular course, from the company, neither The brand new shares nor the corresponding present shares are needed to have distinguishing numbers as long as all of them are thoroughly compensated up and rank equally for all uses. (4) If subsection (3) applies and the shares will not be numbered, any share certificates for The brand new shares have to be properly worded or enfaced. Portion: 137 Share certificate to get evidence of title within the absence of contrary evidence
Cap 622 - Providers Ordinance 305 Portion: 803 Service of course of action or see L.N. 163 of 2013 03/03/2014 (one) Topic to subsections (three) and (4), any course of action or detect needed to be served with a registered non-Hong Kong company is adequately served if— (a) it truly is dealt with to a certified representative of the company whose required aspects are proven in the Companies Sign-up; and (b) it really is remaining at, or despatched by article to, the representative’s final identified tackle. (two) Subsections (three) and (four) apply if— (a) no essential specifics of licensed representatives of the registered non-Hong Kong company are revealed in the Companies Sign-up; or (b) every among the list of company’s authorized representatives refuses to accept service on behalf on the company or the procedure or notice cannot be served on any of them. (3) Any method or discover needed to be served around the registered non-Hong Kong company is sufficiently served whether it is left at, or despatched by post to, anyplace of business enterprise set up from the company in Hong Kong. (4) In the situation of the registered non-Hong Kong company that no more has a spot of company in Hong Kong, any course of action or notice needed to be served over the company is sufficiently served— (a) if— (i) it is shipped by registered write-up for the company’s registered Business office (or maybe the equal) from the company’s spot of incorporation with the deal with as revealed in the businesses Register; and (ii) a duplicate of it is shipped by registered write-up to your company’s principal spot of company (if any) during the company’s spot of incorporation in the deal with as proven in the businesses Sign-up; or (b) where by no these addresses are shown in the businesses Sign up, if it is left at, or despatched by write-up to, anyplace in Hong Kong at which the company has experienced an area of enterprise inside the past twelve months. (five) Any method or see necessary to be served on a non-Hong Kong company (aside from a registered non-Hong Kong company) is adequately served— (a) in the situation of the company which includes set up a spot of business enterprise in Hong Kong, if it is left at, or sent by put up to, the put of enterprise; or (b) in the situation of a company which has recognized, but no longer has, a location of enterprise in Hong Kong— (i) if— (A) it is sent by registered publish to your company’s registered Place of work (or even the equivalent) within the company’s position of incorporation; and (B) a duplicate of it is distributed by registered write-up for the company’s principal position of company (if any) within the company’s location of incorporation; or (ii) exactly where the tackle of these registered office, or principal put of business, can not be ascertained but the company has experienced a spot of organization in Hong Kong inside the prior twelve months, whether it is remaining at, or sent by submit to, the area of enterprise in best llc formation company Hong Kong.
(2) The Court docket may possibly alleviate the specified man or woman, both wholly or partly, through the legal responsibility on any conditions the Court thinks suit. (3) If the situation is tried using by a choose with a jury, the choose may perhaps— (a) withdraw the situation in complete or partly through the jury; and (b) direct judgment to be entered for the desired particular person to the conditions as to costs or or else that the judge thinks healthy.
(three) Irrespective of subsection (1), If your nominal total or nominal worth of a share is altered on or after the commencement day* of part 135 below a continuing provision, a reference within a continuing provision for the nominal sum or nominal value of the share is often a reference for the nominal quantity or nominal price as so altered. Component five
L.N. 163 of 2013 03/03/2014 (1) A company may possibly notify each and every member or possible member to provide the company a observe of intent under subsection (3). (two) A notification to a member or likely member— (a) must be supplied in composing; and (b) must be presented in relation to the economical yr. (3) In response into a notification, a member or potential member could give the company a see of intent to— (a) request— (i) either a copy on the reporting files or a copy in the summary financial report; or (ii) none of Individuals copies; and (b) in the situation of paragraph (a)(i), request the duplicate being despatched by the company in tough duplicate form, in electronic kind, or by which makes it out there on a web site. (four) A member or likely member may only generate a ask for beneath subsection (3)(b) in reaction into a notification for a replica with the reporting documents or a copy from the summary economical report back to be despatched in Digital kind or by making it obtainable on an internet site In the event the company has provided, while in the notification, the member or likely member an choice to ask for the copy for being so despatched. (5) If a observe of intent is been given from the company a minimum of 28 times ahead of the initially date on which a duplicate of the reporting paperwork for the economical year is distributed to a member beneath section 430, the observe of intent has effect in relation to that economic 12 months, and each subsequent monetary 12 months, right until it ceases to get result by advantage of subsection (seven). (six) If a discover of intent is received because of the company below 28 times ahead of the 1st date on which a replica of your reporting files for your fiscal 12 months is shipped to a member below area 430— (a) the detect of intent has effect in relation to each financial yr subsequent to that money 12 months until finally it ceases to obtain outcome by advantage of subsection (7); and (b) the member or likely member would be to be considered— (i) obtaining requested a duplicate from the summary financial report for the economical calendar year; and (ii) owning requested the summary monetary report to be despatched through the company in tough copy variety.