A Secret Weapon For hong kong listing rules company secretary
A Secret Weapon For hong kong listing rules company secretary
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(1) For the uses of the Ordinance, an undertaking is often a guardian undertaking of An additional undertaking if— (a) where by both undertakings are bodies corporate, It is just a Keeping company of that other enterprise; or (b) in any other circumstance— (i) it holds a majority from the voting legal rights in that other undertaking; (ii) It's a member of that other enterprise and has the proper to appoint or remove a vast majority of that other endeavor’s board of directors; or (iii) It is just a member of that other undertaking and controls by itself, pursuant to an settlement with other shareholders or associates, a majority of your voting legal rights in that other undertaking.
Cap 622 - Providers Ordinance 137 Section: 371 Alteration of accounting reference date L.N. 163 of 2013 03/03/2014 (1) The administrators of a company may possibly specify a completely new accounting reference date in relation to— (a) the company’s current accounting reference interval and every subsequent accounting reference period; or (b) the company’s preceding accounting reference interval and each subsequent accounting reference interval. (2) If the directors of the community company or maybe a company constrained by warranty specify a fresh accounting reference date under subsection (one), the company have to, within fifteen days after the day of the directors’ resolution specifying the new accounting reference date, supply a recognize, in the specified variety, of that new date on the Registrar for registration. (three) A administrators’ resolution by which a whole new accounting reference day is specified, plus a detect of that new day delivered to the Registrar, ought to state— (a) whether The existing or preceding accounting reference period involved will be to be shortened, so as to finish on the 1st celebration on which The brand new accounting reference day falls or fell following the beginning of that period of time; or (b) no matter whether The existing or earlier accounting reference period of time worried will be to be prolonged, in order to conclude on the next situation on which The brand new accounting reference day falls or fell just after the beginning of that time period. (4) The directors of a company will have to not specify a completely new accounting reference day in relation into the past accounting reference period if— (a) the period for laying prior to the company on the whole Assembly below part 429 a copy with the reporting documents for your financial year determined by reference to that accounting reference time period has expired; or (b) the interval for sending a replica on the reporting documents with the fiscal 12 months into the members underneath portion 430(three) has expired.
(2) Topic to subsection (three) and another provisions of the Ordinance, a company could only alter its content by Distinctive resolution. (3) An alteration in articles to the maximum amount of shares the company may perhaps issue could possibly be produced by standard resolution. (4) Topic to this Ordinance, an alteration manufactured in accordance using this type of section is as valid as In case the alteration were at first contained while in the article content. (5) Within fifteen times following the date on which an alteration usually takes outcome, the company will have to produce to your Registrar for registration— (a) a observe on the alteration in the desired variety; and (b) a duplicate, Licensed by an officer from the company as correct, on the articles or blog posts as altered. (6) If a company contravenes subsection (five), the company, and each accountable man or woman from the company, commit an offence, and each is liable to the good at degree 3 and, in the situation of the continuing offence, to a further wonderful of $300 for every single day in the course of which the offence carries on. Area: 89 Alteration of company’s objects L.N. 163 of 2013 03/03/2014 (1) This section relates to an alteration on the objects of a company as mentioned during the company’s content. (two) The company may possibly, by special resolution of which detect has become presented to each of the members on the company (including customers who're not entitled to these types of observe beneath the company’s articles or blog posts), alter the objects by— (a) abandoning or proscribing any of your objects; or (b) adopting any new object that may lawfully are contained— (i) in the situation of the company shaped and registered underneath this Ordinance, during the company’s articles or blog posts once the article content ended up registered; or
Most business people establish providers in Hong Kong because of the favorable taxation method. Having said that, it ought to be pointed out that Hong Kong companies will have to adhere to all tax laws. The company secretary sees to it which the agency fulfills all tax obligations.
(4) An individual may well only state inside of a observe of revocation under subsection (1)(d), or even a recognize of cessation of statutory election below subsection (3)(d), that the individual requests for a copy from the reporting files or a duplicate on the summary economic report to be sent in Digital sort or by which makes it offered on a web site In the event the company has offered, inside the notification underneath portion 442(one) to which the detect relates, the individual an choice to ask for the copy for being so despatched. (five) If a recognize of revocation, or simply a recognize of cessation of statutory election, is been given through the company at least 28 times before the first date on which a duplicate in the reporting files to the economic yr to which the recognize relates is distributed to a member under portion 430, the detect has influence in relation to that fiscal yr, and every subsequent fiscal calendar year. (six) If a discover of revocation, or perhaps a see of cessation of statutory election, is received with the company a lot less than 28 times ahead of the very first date on which a duplicate from the reporting files with the monetary calendar year to which the recognize relates is distributed to some member underneath part 430, the see has result in relation to every financial calendar year subsequent to that economical year. Section: 444 Company should adjust to member’s ask for in detect of intent etcetera.
Cap 622 - Organizations Ordinance 152 Section: 410 Qualified privileges L.N. 163 of 2013 03/03/2014 (1) Inside the absence of malice, an auditor of a company isn't liable to any motion for defamation with the fit of any person in regard of any statement produced by the auditor during the course of accomplishing duties as auditor in the company. (two) While in the absence of malice, someone is just not liable to any motion for defamation within the go well with of any person in regard with the publication of any document— (a) geared up by an auditor of the company inside the course of accomplishing duties as auditor from the company; and (b) expected by this Ordinance— (i) to be delivered to the Registrar; or (ii) for being sent to any member of the company or another man or woman. (3) This portion isn't going to limit or impact every other suitable, privilege or immunity that an auditor of the company, or another person, has as defendant within an motion for defamation. (4) On this area, a reference to performing duties as auditor of the company consists of— (a) earning a cessation assertion, offering the statement to your company, and requesting the company to adjust to the need specified in portion 422(five) in relation to your assertion; and (b) producing a press release of instances, and giving the assertion for the company. Area: 411 Rights in relation to normal Assembly L.N. 163 of 2013 03/03/2014 (one) Somebody appointed as auditor of a company is entitled— (a) to attend any of your company’s general conferences; and (b) for being heard, at any on the company’s standard meetings, on any A part of the small business of the Assembly that fears the person as auditor of the company. (two) Somebody’s entitlement below subsection (one)(a) or (b) is, if the individual is actually a business or physique corporate, exercisable by a organic man or woman approved by the person to act as the person’s agent in the Conference.
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If your company secretary can be a normal individual, he / she has to be a resident in Hong Kong (permanent or usually);
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On this Division— company formation agents continuing provision (續用條文) usually means a provision with the predecessor Ordinance that features a continuing result underneath this Program. 36. References to amount paid out on shares issued in advance of commencement date* of part 135
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The monetary statements for the monetary 12 months have to have, under different headings, the aggregate quantity of any outstanding loans produced beneath the authority of sections 280 and 281 in the course of the economic calendar year.
Hong Kong firms are lawfully necessary to continue to keep their statutory publications existing. They have to also be saved in a very secure electronic or Actual physical place and become made obtainable for inspection by the general public if required.
(3) Neither subsection (1) nor subsection (two) operates to treat a private offer you of shares or debentures, or a private invitation to subscribe for shares or debentures, as a proposal or invitation built to the public. (4) Especially— (a) a provision in a very company’s article content prohibiting invitations to the general public to subscribe for shares or debentures is never to be thought to be prohibiting A personal invitation to subscribe for shares or debentures for being made to associates or debenture holders; and (b) the provisions of the Ordinance referring to non-public corporations are to be construed accordingly. (five) In this portion, a suggestion of shares or debentures, or an invitation to subscribe for shares or debentures, is a private