The courtfree process requires directors to give a solvency statement in order to reduce the companys capital. Guidance on the requirements of section 436 of the hong kong. This new legislation aims at modernizing the law and is drafted in plain english. The new ordinance aims to achieve four main objectives, namely, enhancing corporate governance, facilitating business, ensuring better regulation and modernising hong kongs company law. This is the same as the old law section 116b of the former companies ordinance. On 3 march 2014, an entirely new hong kong companies ordinance cap.
Apple is good means to find documents having the exact phrase apple is good. The new ordinance aims to achieve four main objectives, namely, enhancing corporate governance, facilitating business, ensuring better regulation and modernising. Companies ordinance cap 622 part 1 relevant to aat examination paper 6 fundamentals of business law ck chang, kw sin and lp chan introduction the new companies ordinance cap 622 co will come into operation probably in the first quarter of 2014. The law in this area is now primarily governed by the companies winding up and miscellaneous provisions ordinance cap 32 and the companies winding up rules. No 22014 the new companies ordinance cap 622 guidelines issued by the registrar of. Corporate director it was required that there be at least. Apart from statutory corporations, companies operating their business in hong kong must be either a company formed and registered under the oldnew. The new co consists of 21 parts, 921 sections and 11 schedules. Hong kong insolvency law regulates the position of companies which are in financial distress and are unable to pay or provide for all of their debts or other obligations, and matters ancillary to and arising from financial distress. Guidance on the requirements of section 436 of the hong. Companies ordinance cap 622 part 3 fundamentals of.
Key changes under the 2014 hong kong companies ordinance. Effective from 3 march 2014, the newly enacted companies ordinance cap. Introduction 3 a company incorporated in hong kong is required. The new law is intended to enhance corporate governance, ensure better regulation, facilitate business and modernize the law. The new hong kong companies ordinance, chapter 622 of the laws of hong kong, the new co came into operation on 3 march 2014. It does not introduce additional accounting, disclosure or legal. A practical introduction to the new companies ordinance. Introduction as a sequel of our newsletter about directors under the new companies ordinance cap 622 new co in december 20 and january 2014, this newsletter focuses on directors liabilities, indemnifications and exemptions, together with the directors insurance thereunder. Mar 27, 2014 the new companies ordinance, chapter 622 of the laws of hong kong, commenced operation on 3 rd march 2014 and applies to every registered company. New companies ordinance corporatecommercial law hong kong. The office shall be at such place in hong kong as the board shall from time to time appoint. This is not the case as many companies will continue to use table a as their articles in so far as they do not contravene the new ordinance so this case will have relevance on an ongoing basis.
Guidance for the preparation and presentation of a. Companies ordinance cap 622 part 3 fundamentals of business. While most of the provisions in relation to company formation, administration. Register of significant controllers new requirements. Hong kong courts have also been reluctant to imply provisions from a companys articles of association into the terms of appointment of a director, particularly if. Directors liabilities and indemnification under the. An ordinance to reform and modernize hong kong company law, to restate part of the enactments relating to companies, to make other provision. New companies ordinance corporatecommercial law hong. A practical introduction to the new companies ordinance cap.
Assessing the impact of the new hong kong companies ordinance. While most of the provisions in relation to company formation, administration and operation have been repealed, the windingup and insolvencyrelated provisions have been. This paper briefs members on the administrations proposal to amend certain provisions of the companiesnew ordinance new co cap. Key performance indicators or kpis are defined in paragraph 5 of schedule 5 to the co as. Accounting reference period is the term used in the new hong kong companies ordinance cap. Guidance for the preparation and presentation of a business. A lecture series on practical aspects of hong kong companies and insolvency law the lectures make the basic principles of company law and windingup accessible to all professionals, with particular focus on the practical implications of the new companies ordinance cap. Companies ordinance gazette number version date long. To print the whole chapter in html, please click at the bottom of the toc panel and then click. Please set the page orientation to landscape for printing of bilingual texts on a single page. The new companies ordinance is a watershed in the development of corporate and commercial law in hong kong. Companies ordinance gazette number version date long title. New hong kong companies ordinance march 2014 page 1 new hong kong companies ordinance the new hong kong companies ordinance, chapter 622 of the laws of hong kong, the new co came into operation on 3 march 2014.
Allowing all types of companies whether listed or unlisted to provide. Directors liabilities as mentioned before, the new co codifies directors duties to exercise. Prior to 2012 cap 32 was called the companies ordinance, but when the companies ordinance cap 622 came into force in 2014, most of the provisions of cap 32 were repealed except for the provisions relating to insolvency, which were retained and the statute was renamed to reflect its new principal focus. The classic shareholders dispute time and again we see disputes arising among the shareholders. Upon the approval of an application, the companies registry cr.
The companies ordinance chapter 622 public company. Overview of amendments introduced by the companies amendment. Ordinance, chapter 622 of the laws of hong kong, on 3 march 2014 will herald a new era for hong kong s company law. The first quarter of 2014 heralds a new era for hong kongs company law with the commencement of the new companies ordinance cap. Resolving shareholders disputes under the new companies. Companies ordinance gazette number version date long title 30. Following is a brief overview of some of the key changes. The new companies ordinance new co is a comprehensive rewrite of the predecessor companies ordinance cap.
Companies ordinance cap 622 part 3 relevant to aat examination paper 6 fundamentals of business law ck chang, kw sin and lp chan introduction the new companies ordinance, chapter 622 of the laws of hong kong co, came into effect on 3 march 2014. Near apple, lemon, 2, false means to find documents having apple within 2 words apart from lemon. Allowing all types of companies rather than just private companies, as in the old companies ordinance cap. Download pdf download word introduction key changes the new companies ordinance cap. Interpretations issued by the hong kong institute of certified public accountants, accounting principles generally accepted in hong kong and the requirements of the hong kong companies ordinance cap. Chapter 622 of the laws of hong kong, on 3 march 2014, the companies registry issued four external circulars and four guidelines last month. The companies ordinance chapter 622 public company limited. Companies ordinance cap 622 part 1 relevant to aat. Individual components verified copy under the hong kong elegislation bilingual.
Full new companies ordinance chapter 622 companies registry. It aims to achieve four main objectives, namely, to. The new companies ordinance, chapter 622 of the laws of hong kong, commenced operation on 3 rd march 2014 and applies to every registered company. Hong kong under the companies ordinance cap 622 of the laws of hong kongthe companies ordinance. Under section 548 of the companies ordinance, a written resolution has the same effect as if the resolution were passed at a general meeting although it cannot be used for the purposes of removal of auditors or directors at the end of their term of office which must be done in a meeting. Legislative council panel on financial affairs the new. Cap 32 companies ordinance 3 the minimum subscription has the meaning assigned to it by section 422. Assessing the impact of the new hong kong companies. Hong kong company under the companies ordinance cap. New companies ordinance prohibition of loans, etc to. Register of significant controllers new requirements under. In view of the stabilizing coronavirus situation in hong kong, the hong kong institute of certified public accountants announced resumption of the. There are also 12 subsidiary legislations to facilitate the implementation of the new co on.
Short title and commencement a3363 division 2 interpretation of this ordinance. Cyberlaw in hong kong 4th edition 2018 by paul stephenson, alisa kwan, publish by lexisnexis. The stated objectives of the changes are to enhance corporate governance, ensure better regulation, facilitate business law and modernize the law. Applicant is not required to submit a separate application for business registration to bro. The companies ordinance the hong kong society of financial. If you want to match the order of words, specify near apple, lemon, 2, true a percent sign % can be used to match zero or more characters. On 3 march 2014, hong kongs new companies ordinance new co and its subsidiary legislation became effective 1. Questions and answers relating to consolidated and company. The courtfree process for reduction of capital in hong kong the companies ordinance cap. Topicspecific alerts will be released on a weekly basis. The new companies ordinance new co passed by the legislative council on 12 july 2012 12 pieces of subsidiary legislation the legislative process completed on 17 july 20 commencement expected in march 2014. Questions from a company secretary presented by ms belinda wong, author, hong kong company secretarys practice manual, director, leader corporate services limited. In earlier articles in this series, we have discussed some.
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