hong kong company secretary requirements - An Overview

L.N. 163 of 2013 03/03/2014 (1) If anyone is getting or proposing to acquire shares in a very company, the company or any of its subsidiaries have to not give economical assistance immediately or indirectly for the purpose of the acquisition ahead of or simultaneously given that the acquisition normally takes location, other than as supplied by this Division. (two) If— (a) anyone has acquired shares inside a company; and (b) anyone has incurred a liability for the goal of the acquisition, the company or any of its subsidiaries need to not give economic aid specifically or indirectly for the objective of minimizing or discharging the legal responsibility, except as supplied by this Division.

(three) A resolution passed with a poll taken in a standard Conference is passed by a simple the greater part whether it is handed by members representing an easy the vast majority of the entire voting rights of the many members who (currently being entitled to take action) vote in individual or by proxy to the resolution. (4) Just about anything That could be performed by a standard resolution may additionally be finished by a special resolution. Area: 564 Unique resolution L.N. 163 of 2013 03/03/2014 (one) A Specific resolution on the customers (or of a class of members) of the company indicates a resolution that's handed by a vast majority of at least seventy five%. (2) A resolution passed at a basic Assembly on a present of hands is handed by a vast majority of at the very least 75% if it is handed by at the least 75% of the total of the subsequent— (a) the quantity of the members who (becoming entitled to take action) vote in particular person around the resolution; (b) the volume of the individuals who vote within the resolution as duly appointed proxies of associates entitled to vote on it. (three) A resolution handed on the poll taken at a basic Assembly is passed by a vast majority of at the least 75% whether it is passed by users representing at least 75% of the full voting rights of all the customers who (becoming entitled to do so) vote in man or woman or by proxy within the resolution. (four) If a resolution is handed in a basic Conference— (a) the resolution is not really a Particular resolution Except the detect in the meeting involved the textual content on the resolution

A company secretary is needed to carry out unique regulatory functions within a company. They are also demanded as a mandate with the Hong Kong Govt. Company administrators rely on the company secretary to discover and resolve compliance issues.

(one) An software could possibly be manufactured under part 163 for the new share certification no matter if the initial certification was misplaced before, on or following the commencement date* of that part, Unless of course an software to get a new certificate experienced currently been designed under area 71A of your predecessor Ordinance right before that commencement day*.

(six) The place the offence will not be an offence constituted by a failure to perform an act or point— (a) no proceedings will probably be instituted in opposition to the individual in regard of that offence if, inside the interval specified in a discover beneath subsection (one) or that period of time as extended less than subsection (3), the person pays towards the Registrar the amount specified in the detect; or (b) proceedings could be instituted towards the person in regard of that offence if, throughout the period of time laid out in a notice beneath subsection (one) or that period as extended beneath subsection (three), the person hasn't paid for the Registrar the quantity specified in the see. (seven) The payment of the quantity specified in a discover given to somebody less than subsection (1) is never to be viewed as an admission by the person of any liability to the offence alleged from the see to have been committed by the individual.

Remarks: Not nonetheless in operation (1) If your Registrar is to create a safeguarded tackle available for general public inspection below segment 55(one), she or he ought to commence as if— (a) a detect were delivered to the Registrar for registration under portion 645(4) stating the correspondence handle on the director is changed into the guarded address; or (b) a return had been shipped to the Registrar for registration less than portion 791 stating which the correspondence deal with on the director is changed into the shielded tackle. (two) The Registrar must give prepared observe of having completed so— (a) to your director; and (b) towards the company. (three) A prepared observe should also state the choice date in relation to your safeguarded handle. (four) A composed see below subsection (two)(a) have to be sent to your director— (a) on the protected handle; or (b) if it appears towards the Registrar that service for the protected address is probably not productive to carry it to the see on the director, in the applicable correspondence deal with with the director. (five) On receipt of the written discover, the company have to enter the protected address in its register of directors because the correspondence address with the director. (six) If, in just five many years soon after the choice day for the shielded address, the director notifies the company of Yet another tackle as their common household address— (a) the company have to enter that other tackle in its sign-up of administrators as the same old household handle plus the correspondence address of your director; and (b) the company need to move forward While using the recognize or return under part 645(four) or 791 as In case the correspondence tackle with the director was also changed to that other tackle.

(2) With no prescribed approval from the company’s users as well as prescribed approval on the subsidiary’s members, somebody need to not make a payment for loss of Workplace to the director or former director of the company in connection with a transfer of The full or any part of the endeavor or property of a subsidiary with the company.

Section forty six of the predecessor Ordinance, as in pressure instantly in advance of its repeal, continues to use in relation to an settlement built in accordance with that section before the commencement day* of segment 148 for just a company to pay commission to anyone in consideration of the person subscribing or agreeing to subscribe for shares during the company or procuring or agreeing to procure subscriptions. 22. Registration of transfer or refusal of registration

(2) Any total that may be needed by a continuing provision to get transferred to the company’s share premium account or capital redemption reserve on or after the commencement date* of segment one hundred thirty five results in being part of the company’s share capital. 38. Use of quantity standing to credit score of share high quality account

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(2) The document or data is shipped or equipped to that other individual to the applications of the applicable provision In the event the document or information and facts is sent or supplied— (a) by hand to that other individual; or (b) by hand or by submit to an deal with specified in area 825. (three) To the uses of an relevant provision that authorizes or needs the document or data being authenticated, the doc or data is adequately authenticated whether it is signed by a director or company secretary of the company or by an officer in the company approved to formation company simple the reason. (four) Should the doc or information and facts is shipped or equipped by anyone on behalf of the company to a different company, subsection (three) won't have an affect on any provision of that other company’s posts below which that other company might demand sensible evidence of the individual’s authority to act on behalf of your company for which the doc or facts is distributed or provided. (5) If the doc or facts is distributed or supplied to that other person for the applications of the applicable provision, it is to get considered getting received by that other man or woman— (a) in which the doc or details is shipped or provided by write-up, at time specified in part 824, Unless of course the Opposite is proved; or (b) exactly where the doc or info is distributed or supplied by hand, at some time once the doc or information and facts is sent. Portion: 833 Conversation by way of Web site L.N. 163 of 2013 03/03/2014 (one) Subject matter to subsection (two), this area applies if a document or information and facts is shipped or equipped by a company to a different particular person by making it obtainable on a website. (2) This section would not use Should the document or data is sent or provided by a member of the company to the company. (3) The doc or information is distributed or provided to that other person to the applications of an applicable provision if— (a) that other man or woman— (i) has agreed, generally or especially, the doc or information and facts could be despatched or equipped from the

L.N. 163 of 2013 03/03/2014 (one) This section has effect if a permitted indemnity provision is manufactured for just a director of the company, and applies— (a) to that company (whether the provision is produced by that company or an related company of that company); and (b) When the provision is made by an connected company, to that involved company. (2) A company to which this portion applies need to continue to keep the next at its registered Workplace or at an area prescribed by regulations created less than portion 657— (a) a copy on the permitted indemnity provision; (b) When the provision is not in crafting, a composed memorandum placing out the phrases of the provision. (3) The company— (a) should retain the copy or memorandum for a minimum of a person yr once the day of termination or expiry on the provision; and (b) ought to preserve the duplicate or memorandum readily available for inspection in the course of that point.

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Your company secretary is accountable for ensuring all statutory returns are submitted by the due date and precisely. Some of the most common returns involve: