A practical introduction to the new 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. Questions and answers relating to consolidated and company. To print the whole chapter in html, please click at the bottom of the toc panel and then click. In earlier articles in this series, we have discussed some.
The courtfree process for reduction of capital in hong kong the companies ordinance cap. Accounting reference period is the term used in the new hong kong companies ordinance cap. The new ordinance aims to achieve four main objectives, namely, enhancing corporate governance, facilitating business, ensuring better regulation and modernising hong kongs company law. 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. 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. Hong kong under the companies ordinance cap 622 of the laws of hong kongthe companies ordinance. Register of significant controllers new requirements. Resolving shareholders disputes under the new companies. Cyberlaw in hong kong 4th edition 2018 by paul stephenson, alisa kwan, publish by lexisnexis. The classic shareholders dispute time and again we see disputes arising among the shareholders. In view of the stabilizing coronavirus situation in hong kong, the hong kong institute of certified public accountants announced resumption of the. Key performance indicators or kpis are defined in paragraph 5 of schedule 5 to the co as. Legislative council panel on financial affairs the new. Hong kong company under the companies ordinance cap.
The stated objectives of the changes are to enhance corporate governance, ensure better regulation, facilitate business law and modernize the law. Companies ordinance gazette number version date long title 30. The new companies ordinance is a watershed in the development of corporate and commercial law in hong kong. 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. Assessing the impact of the new hong kong companies. Near apple, lemon, 2, false means to find documents having apple within 2 words apart from lemon. The new companies ordinance new co is a comprehensive rewrite of the predecessor 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. 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. Introduction 3 a company incorporated in hong kong is required. 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. Companies ordinance cap 622 part 3 fundamentals of. 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.
Under section 548 of the companies ordinance a written. 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. Following is a brief overview of some of the key changes. No 12014 commencement of the new companies ordinance cap 622 ii. The office shall be at such place in hong kong as the board shall from time to time appoint. Directors liabilities as mentioned before, the new co codifies directors duties to exercise. Download pdf download word introduction key changes the new companies ordinance cap.
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. The new hong kong companies ordinance, chapter 622 of the laws of hong kong, the new co came into operation on 3 march 2014. The first quarter of 2014 heralds a new era for hong kongs company law with the commencement of the new companies ordinance cap. Guidance on the requirements of section 436 of the hong kong. Cap 32 companies ordinance 3 the minimum subscription has the meaning assigned to it by section 422. It aims to achieve four main objectives, namely, to. Overview of amendments introduced by the companies amendment. The courtfree process requires directors to give a solvency statement in order to reduce the companys capital. Apart from statutory corporations, companies operating their business in hong kong must be either a company formed and registered under the oldnew. Full new companies ordinance chapter 622 companies registry. Companies ordinance cap 622 part 1 relevant to aat. The companies ordinance chapter 622 public company limited.
Allowing all types of companies rather than just private companies, as in the old companies ordinance cap. No 22014 the new companies ordinance cap 622 guidelines issued by the registrar of. While most of the provisions in relation to company formation, administration. Effective from 3 march 2014, the newly enacted companies ordinance cap. On 3 march 2014, hong kongs new companies ordinance new co and its subsidiary legislation became effective 1. Topicspecific alerts will be released on a weekly basis.
The new ordinance aims to achieve four main objectives, namely, enhancing corporate governance, facilitating business, ensuring better regulation and modernising. This is the same as the old law section 116b of the former companies ordinance. The companies ordinance chapter 622 public company. 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. 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 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. The courtfree process for reduction of capital in hong kong. 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. An ordinance to reform and modernize hong kong company law, to restate part of the enactments relating to companies, to make other provision. This new legislation aims at modernizing the law and is drafted in plain english. 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. Companies ordinance cap 622 part 3 fundamentals of business.
Ordinance, chapter 622 of the laws of hong kong, on 3 march 2014 will herald a new era for hong kong s company law. Guidance on the requirements of section 436 of the hong. Companies ordinance gazette number version date long title. Questions from a company secretary presented by ms belinda wong, author, hong kong company secretarys practice manual, director, leader corporate services limited. Applicant is not required to submit a separate application for business registration to bro. Key changes under the 2014 hong kong companies ordinance. Upon the approval of an application, the companies registry cr. New companies ordinance corporatecommercial law hong. 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. Guidance for the preparation and presentation of a.
There are also 12 subsidiary legislations to facilitate the implementation of the new co on. New companies ordinance corporatecommercial law hong kong. Assessing the impact of the new hong kong companies ordinance. Register of significant controllers new requirements under. Short title and commencement a3363 division 2 interpretation of this ordinance. Directors liabilities and indemnification under the 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. A practical introduction to the new companies ordinance.
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. Please set the page orientation to landscape for printing of bilingual texts on a single page. Apple is good means to find documents having the exact phrase apple is good. New companies ordinance prohibition of loans, etc to. The companies ordinance the hong kong society of financial. 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. Companies ordinance gazette number version date long. On 3 march 2014, an entirely new hong kong companies ordinance cap.
The new law is intended to enhance corporate governance, ensure better regulation, facilitate business and modernize the law. Individual components verified copy under the hong kong elegislation bilingual. Guidance for the preparation and presentation of a business. This accounting bulletin provides general guidance on the requirements of section 436 of the hong kong companies ordinance cap. It does not introduce additional accounting, disclosure or legal. Corporate director it was required that there be at least. The new co consists of 21 parts, 921 sections and 11 schedules. The new companies ordinance the new ordinance, which consists of 21 parts, 921 sections and 11 schedules is, i believe, one of the longest and most complex pieces of legislation ever enacted in hong kong. Directors liabilities and indemnification under the.
638 294 994 685 237 1368 987 1395 58 1343 257 186 449 536 10 411 346 118 533 1467 1528 1133 545 1406 1041 624 343 463 885 1177 127 303 1441