New Step by Step Map For hong kong company secretary license

(3) Even with subsection (two)— (a) a company could enter into the transaction with only the prescribed approval of its associates In the event the holding company is incorporated outside the house Hong Kong; and (b) a company may enter in to the transaction with just the prescribed approval from the holding company’s associates if it is a completely owned subsidiary with the holding company, plus the holding company is incorporated in Hong Kong. Segment: 501 Specified company must not make quasi-mortgage etcetera. to director

(4) Before publishing a discover underneath this portion, the company must— (a) deliver a replica of the observe towards the acknowledged exchange company that operates the inventory sector on which the shares concerned are listed; and (b) receive a certification from a licensed officer of that exchange company that the duplicate is currently being exhibited in accordance with subsection (5). (five) A identified exchange company ought to show a copy of the see obtained less than subsection (four)(a) in a conspicuous place around the premises on which the stock market place operates or make the discover offered on its Formal Site to get a period of at the very least— (a) a person month, for any recognize that is not necessary to be released under subsection (2)(b); or (b) 3 months, for a discover that is required to get posted below subsection (two)(b). (6) For your applications of subsection (5), a failure for making a replica of a notice offered on an exchange company’s Formal website throughout a interval outlined in that subsection should be to be disregarded if— (a) the notice is designed offered on the web site for A part of that time period; and (b) the failure is wholly attributable to instances that it would not be acceptable to possess expected that exchange company to prevent or steer clear of. (seven) If the applying was made by an qualified one who isn't the registered holder in the shares and doesn't have the registered holder’s consent to produce the appliance, the stated company— (a) will have to serve a replica in the observe less than this section to the registered holder by sending it by registered publish on the registered holder’s last tackle showing up inside the register of members with the company; and (b) should not publish the detect less than this area right until at the least 3 months following the day on which the copy was served. (eight) With this area—

(4) A resolution less than subsection (one)— (a) just isn't to obtain outcome for that economical calendar year in regard of which the time period specified in portion 610 for Keeping an once-a-year common meeting with the company has expired; and (b) isn't going to have an affect on any liability already incurred by explanation of default in Keeping an yearly general meeting. (5) If an annual common Assembly could well be necessary to be held in respect of a fiscal year but for this section, along with the Assembly has not been held, any member with the company may well, by notice towards the company not later than three months ahead of the conclude on the period of time within just which the company would be necessary to keep an annual common meeting in regard of that economic 12 months but for this part, need the Keeping of the annual standard Conference in respect of that economic yr. (6) A discover talked about in subsection (five) has to be supplied in tricky copy type or in Digital form. (7) If a notice stated in subsection (5) is supplied, part 610 applies in respect with the economical calendar year to which the discover relates. Section: 614 Revocation of resolution dispensing with annual standard Assembly

Cap 622 - Companies Ordinance eighty one from the company. (2) The company will have to involve While using the observe from the proposed resolution— (a) a duplicate on the document made up of the proposed general provide; and (b) a press release, signed by the directors of the company, made up of info that could empower an affordable particular person to sort a valid and justifiable viewpoint as towards the deserves in the present. (three) If, underneath the proposed general provide, a member on the company can be compelled to eliminate the member’s shares beneath Division 5 of Component 13 (Obligatory acquisition soon after common supply for share buy-back again)— (a) the company must appoint an independent investment decision adviser to recommend members who might be influenced through the Obligatory disposal over the deserves in the present; and (b) the resolution authorizing the give have to be a Particular resolution on which no non-tendering member votes. (4) An individual is qualified for appointment as an investment adviser under subsection (3)(a) only if— (a) the individual is a company licensed to carry on, or a certified money establishment registered for carrying on, a company in advising on securities or advising on corporate finance beneath Part V of the Securities and Futures Ordinance (Cap 571); and (b) the person is neither— (i) a member, officer, shadow director or worker on the company earning the overall offer you or of an affiliated company of that company; nor (ii) an involved company hong kong company secretary checklist (2nd edition) from the company producing the overall provide.

(three) However, Just about every member may well only request the company to flow into a person these kinds of statement with respect towards the resolution. Section: 552 Company’s duty to circulate written resolution proposed by associates

(eight) A individual who commits an offence under subsection (seven) is liable to the good at amount 5 and, in the case of the continuing offence, to an additional fantastic of $one thousand for day after day throughout which the offence proceeds. (nine) A contravention of subsection (two) won't impact the validity of the debentures issued. (ten) Within this segment, a reference to time from the development of a charge is really a reference to some time of execution of— (a) the instrument by reference to which the demand is offered; or (b) if there's no such instrument, the main debenture of your series. Part: 342 Company or registered non-Hong Kong company must sign-up particulars of commission and so forth. in relation to debentures

For your applications of your operation of the Ordinance on and following the commencement day* of section 135 in relation to your share issued just before that commencement date*— (a) the quantity paid to the share is definitely the sum of all quantities paid out for the company at any time to the share; and (b) the amount remaining unpaid over the share is the distinction between The difficulty price of the share and the quantity compensated around the share. 37. Treatment of share premium account and funds redemption reserve

The liability of the shareholder for calls in respect of cash remaining unpaid on shares issued prior to the commencement day* of area a hundred thirty five (no matter if on account of your nominal worth of the shares or By means of quality) isn't afflicted through the share ceasing to have a nominal price. 40. References in contracts as well as other documents to par or nominal worth

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Other reports: Various other reports may should be submitted based on your company, for example stories on directors’ remuneration and company expenses.

(3) A last report need to be delivered to the Fiscal Secretary inside the time directed via the Economical Secretary or, while in the absence of Instructions, inside of a reasonable time after it is ready. (four) An inspector ought to, inside of an affordable time once the shipping and delivery of a remaining report to the Financial Secretary, deliver on the Registrar for registration a discover of that reality in the specified form. Section: 857 Interim report or ultimate report may well address affairs of involved body corporate

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Cap 622 - Companies Ordinance 356 to your annual consolidated economical statements for any financial yr is just not needed to comprise any notes. (3) That statement of economic position should be from the format through which that assertion would've been prepared If your Keeping company experienced not been necessary to put together any once-a-year consolidated financial statements with the monetary yr. 3. Subsidiary’s financial statements need to incorporate particulars of supreme dad or mum endeavor

Part 317 applies to debentures or debenture stock allotted on or following the commencement date* of that section. 58. Issue of debenture or certification for debenture stock on allotment