Effective date new co will come into operation on 3 march 2014. Qian hai heng qin nan shai for registration of com. Section iv documents to be attached 1 please provide a copy of the governing rules and indicate below the relevant clause no. Please note that although the memorandum for companies incorporated before 3rd of march 2014 has become now an integral part of the articles section 98 of cap. Copies of permitted indemnity provisions to directors must be kept at the companys registered office and made available free of charge upon request by a member. It is an ordinance to consolidate and amend the law relating to companies and certain other associations for the purpose of healty growth of the corporate enterprises, protection of investors and creditors, promotion of investment. The major changes introduced by the new ordinance to modernise the law, enhance corporate governance, ensure better regulation and facilitate business have been covered in the first two articles which were published in the march and april editions of hong.
This is the same as the old law section 116b of the former companies ordinance. This article is the third of the series of the articles on the new companies ordinance cap. Under the old companies ordinance, subject to certain speci. Conditions contained in the memorandum of existing companies will be deemed to be provisions of their articles, except those relating to authorized share capital and par value, which are regarded as deleted under the new co. Contract means a contract to be entered between the government, as represented by the official receiver, and the firm for the provision of the services on the terms and conditions as set out in. Key changes under the 2014 hong kong companies ordinance. Please set the page orientation to landscape for printing of bilingual texts on a single page. This new legislation aims at modernizing the law and is drafted in plain english. It is now time to renew your subscription to the hong kong civil procedure 2020 service.
Companies are obliged to observe their responsibilities to comply with the various. The courtfree process for reduction of capital in hong kong the companies ordinance cap. The courtfree process for reduction of capital in hong kong. Those companies are therefore generally advised to revise and update their articles. 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 courtfree process requires directors to give a solvency statement in. Download pdf download word introduction key changes the new companies ordinance cap.
Companies ordinance cap 622 part 3 fundamentals of business. Individual components verified copy under the hong kong elegislation bilingual. In this newsletter, we will discuss the key changes relating to the general meetings and shareholders written resolutions under the new companies ordinance cap. The new companies ordinance the new co came into effect on 3 march 2014 the new co replaced the provisions under the old companies ordinance, cap. Major initiatives by the companies registry 84 appendix contributed by the companies registry measures for enhancing corporate governance strengthening the accountability of directors restricting the appointment of corporate directors by requiring every private company. Guidance on the requirements of section 436 of the hong. The name of the company is the tanzania chamber of commerce, industry and agriculture. Sep 07, 2015 please note that although the memorandum for companies incorporated before 3rd of march 2014 has become now an integral part of the articles section 98 of cap. The companies ordinance 1984 free pdf download pakistan. The courtfree process requires directors to give a solvency statement in order to reduce the companys capital. Hong kongs new companies ordinance introduces courtfree. Key changes under the companies ordinance cap 622 charltons. Part arrangements, amalgamation, and compulsory share acquisition in takeover and. Hong kongs new companies ordinance introduces courtfree amalgamations hong kongs new companies ordinance cap.
According to the companies ordinance of hong kong, appointing a company secretary is mandatory. To print the whole chapter in html, please click at the bottom of the toc panel and then click. It also introduces a court free statutory amalgamation procedure for whollyowned intragroup companies. Part 9 accounts and audit of the companies ordinance cap 622 contains the accounting and auditing requirements, namely provisions on keeping of accounting records. The carec first capital market regulators forum, organized by secp from 29 to 30 august, provides a platform for development leaders and industry experts to discuss solutions to global challenges faced by capital market regulators for better capital markets development in the carec region, which include the use of technology. Unlimited company 2 contents section subdivision 2private company and public company page part 1 preliminary 11.
It is an ordinance to consolidate and amend the law relating to companies and certain other associations for the purpose of healty growth of the corporate enterprises, protection of investors and creditors, promotion of investment and development of economy and matters arising out of or connected therewith. Hong kong s new companies ordinance new co and its subsidiary legislation became effective 1. The provisions of the old ordinance relating mainly to prospectuses and insolvency shall. Official receivers office the government of the hong kong. Companies ordinance cap 622 part 1 relevant to aat. 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. A practical introduction to the new companies ordinance cap.
Eclat accounting and taxation professionals limited. 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. Sample a articles of association for private companies. The companies ordinance, 1984 iii of a private company, two members 31 service and authentication of documents 48. The new companies ordinance cap 622 new co, representing a comprehensive rewrite of the predecessor companies ordinance and containing more than 921 sections and 11 schedules, has entered its third year of operation since 3 march 2014. Companies ordinance gazette number version date long title. While most of the provisions in relation to company formation, administration and operation have been repealed, the windingup and insolvencyrelated provisions have been. Private companies limited by shares simplified form sample a is a simplified form of articles of association for private companies limited by shares prepared on the assumption that the company adopting it will simplify its administration as far as possible under the companies ordinance cap 622. 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.
In view of the substantial rewrite, the government and the legal community had released massive information to prepare the public for the change. It also introduces a court free statutory amalgamation procedure for wholly owned intragroup companies. A faster and cheaper court free procedure based on a solvency test. It does not introduce additional accounting, disclosure or legal. The new companies ordinance highlights of some major. In hong kong, a company limited by shares must have share capital, which. Profits tax consequences of a courtfree amalgamation under the companies ordinance.
The new co now provides for a courtfree regime for intragroup companies amalgamation. On 3 march 2014, hong kongs new companies ordinance new co and its subsidiary. Full new companies ordinance chapter 622 companies registry. Share capital restructuring for companies in hong kong. The new ordinance replaces those provisions in the old companies ordinance, cap. Abolishing the requirement for companies to have a memorandum of association and only articles of association are required. Questions and answers relating to courtfree amalgamation. Short title and commencement a3363 division 2 interpretation of this ordinance.
Accounting reference period is the term used in the new hong kong companies ordinance cap. Technical seminar new companies ordinance cap 622 common. Share capital restructuring for companies in hong kong frances chan. Under section 548 of the companies ordinance a written. On 3 march 2014, hong kongs new companies ordinance new co and its subsidiary legislation became effective 1. Courtfree amalgamation of intragroup companies onc. Before the commencement of the new companies ordinance cap. Clarifying that the courtfree procedure for horizontal amalgamation is also. Companies ordinance cap 622 part 3 fundamentals of.
The amendment ordinance introduces revisions to the companies ordinance cap. Structure of the new companies ordinance divided into 21 parts, comprising 921 sections and 11 schedules 12 subordinate legislation. While most of the provisions in relation to company formation. 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. A practical introduction to the new companies ordinance. Guidance on the requirements of section 436 of the hong kong. Jul 27, 2016 the new companies ordinance cap 622 new co, representing a comprehensive rewrite of the predecessor companies ordinance and containing more than 921 sections and 11 schedules, has entered its third year of operation since 3 march 2014. Please also see section 98 of the companies ordinance cap 622. In earlier articles in this series, we have discussed some. This accounting bulletin provides general guidance on the requirements of section 436 of the hong kong companies ordinance cap. Home companies formation registration formation of uk company companies ordinance chapter 32 cap.
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