5 Simple Techniques For company secretary hong kong company ordinance
5 Simple Techniques For company secretary hong kong company ordinance
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Cap 622 - Businesses Ordinance 103 (four) The payment is— (a) a payment created by the company in regard from the invest in-back again through the company of shares in alone (except a payment lawfully designed normally than from distributable revenue); or (b) a payment made by the company of any description specified in segment 257(five) (except a payment lawfully made normally than outside of distributable revenue). (five) With this portion— liabilities(負債) has the this means given by segment 274(one); Internet belongings(淨資產), in relation to a company that gives any fiscal guidance, usually means the quantity by which the combination of your company’s assets exceeds the aggregate of its liabilities (getting the quantity of both equally property and liabilities to get as said inside the company’s accounting documents immediately ahead of the fiscal aid is offered); net liabilities(淨負債), in relation to some company that provides any money help, usually means the amount by which the combination in the company’s liabilities exceeds the mixture of its belongings (taking the amount of both property and liabilities to generally be as said in the company’s accounting data instantly prior to the financial help is supplied).
(4) If, Anytime throughout the financial calendar year to which a directors’ report prepared by the administrators of the company relates, a permitted indemnity provision made by the company was in power for the benefit of a number of folks who were then administrators of an linked company on the company, the report have to state the provision was in pressure. (five) During this segment— directors’ report(董事報告) indicates— (a) the report necessary to be organized below segment 388(one); or (b) the consolidated report needed to be organized under area 388(2). Area: 471 Location in which copy of permitted indemnity provision must be stored
Examples— one. A company may extinguish or decrease the legal responsibility on any of its shares in regard of share cash not compensated up. 2. A company may perhaps, either with or devoid of extinguishing or reducing liability on any of its shares— (a) terminate any paid out-up share funds that is definitely shed or unrepresented by available property; or (b) repay any paid out-up share funds in surplus with the company’s needs. (two) Nonetheless, a company ought to not reduce its share capital if, due to the reduction, there would no longer be any member from the company Keeping shares aside from redeemable shares. (three) This Division is subject matter to any provision of a company’s content articles that prohibits or restricts the reduction from the company’s share cash. Area: 211 Course of action for your company to scale back its share capital L.N. 163 of 2013 03/03/2014 The course of action for a company to scale back its share money under this Division is— (a) by Specific resolution supported by a solvency statement beneath Subdivision 2; or (b) by Specific resolution confirmed through the Courtroom beneath Subdivision three. Area: 212 Offence if share money is lessened in contravention of Division
(1) For the reasons of the Ordinance, an undertaking is really a subsidiary endeavor of A further enterprise if that other undertaking is really a father or mother undertaking of it. (2) For that applications of the Ordinance, an undertaking is additionally a subsidiary enterprise of One more enterprise if a father or mother endeavor of It's really a subsidiary undertaking of that other enterprise.
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(2) Acceptance may be presented for a particular workout of the ability or for its physical exercise commonly, and may be unconditional or topic to ailments.
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Cap 622 - Companies Ordinance 305 Section: 803 Service of method or see L.N. 163 of 2013 03/03/2014 (1) Subject to subsections (3) and (four), any course of action or see needed to be served over a registered non-Hong Kong company is sufficiently served if— (a) it truly is tackled to an authorized agent with the company whose expected facts are proven in the businesses Sign up; and (b) it truly is remaining at, or despatched by submit to, the representative’s past known address. (two) Subsections (three) and (4) utilize if— (a) no required particulars of authorized Reps of a registered non-Hong Kong company are proven in the Companies Register; or (b) every on the list of company’s approved representatives refuses to just accept service on behalf from the company or the procedure or observe can not be served on any of them. (three) Any method or notice required to be served to the registered non-Hong Kong company is sufficiently served if it is still left at, or despatched by publish to, anyplace of company proven with the company in Hong Kong. (4) In the situation of a registered non-Hong Kong company that not has a location of enterprise in Hong Kong, any process or recognize necessary to be served on the company is sufficiently served— (a) if— (i) it is sent by registered publish to your company’s registered Workplace (or even the equivalent) while in the company’s put of incorporation on the handle as revealed in the businesses Sign up; and (ii) a replica of it is shipped by registered article to your company’s principal put of company (if any) from the company’s position of incorporation at the handle as shown in the businesses Sign up; or (b) where no such addresses are revealed in the Companies Sign up, whether it is still left at, or despatched by put up to, any place in Hong Kong at which the company has experienced an area of small business throughout the prior twelve months. (five) Any procedure or observe necessary to be served on the non-Hong Kong company (other than a registered non-Hong Kong company) is sufficiently served— (a) in the situation of the company which includes set up a place of business enterprise in Hong Kong, if it is remaining at, or sent by write-up to, the position of organization; or (b) in the case of a company which includes proven, but no longer formation company agents has, a location of organization in Hong Kong— (i) if— (A) it is sent by registered put up towards the company’s registered Business (or even the equal) while in the company’s location of incorporation; and (B) a replica of it is shipped by registered submit to the company’s principal area of business (if any) while in the company’s put of incorporation; or (ii) the place the handle of such registered Business office, or principal position of company, can't be ascertained though the company has experienced a location of business in Hong Kong within the earlier 12 months, if it is left at, or sent by publish to, the area of organization in Hong Kong.
Cap 622 - Firms Ordinance 99 prepared off in a reduction or reorganization of cash; or (b) some other reserve that the company is prohibited from distributing by an Ordinance (other than this Element) or by its article content. (two) In paragraph (a) on the definition of undistributable reserves in subsection (1), a reference to capitalization excludes a transfer of income on the company to its money redemption reserve on or right after 1 September 1991. (three) Within this Aspect— (a) a reference to earnings of any particular description is often a reference to earnings of that description made at any time; and (b) a reference to losses of any unique description is actually a reference to losses of that description made at any time. (4) For the needs of the Part, any fiscal statements are referential economical statements In case the distribution in question is created pursuant to determinations produced by reference to financial products as stated inside the fiscal statements underneath section 302. Segment: 291 Realized earnings and losses L.N. 163 of 2013 03/03/2014 (1) Within this Component, a reference to realized earnings or realized losses of the company is actually a reference to People revenue or losses with the company which have been considered to be understood income or realized losses for the purpose of any financial statements prepared by the administrators in accordance with rules normally acknowledged, at the time in the event the fiscal statements are well prepared, with respect into the determination for accounting functions of understood income or realized losses. (two) Subsection (1) won't have an impact on any specific provision (no matter whether in an Ordinance or or else) below which profits or losses of any description are considered to be recognized. (three) If, immediately after building all acceptable enquiries, a company’s directors are not able to find out if a specific profit or reduction created ahead of one September 1991 is understood, They might take care of the earnings as understood, along with the decline as unrealized, for that applications of the Element.
(1) Section 57 on the predecessor Ordinance, as in power instantly prior to its repeal, proceeds to apply into the payment of curiosity by a company When the Distinctive resolution underneath paragraph (a) from the proviso to that portion authorizing the payment was passed ahead of the repeal, no matter in the event the sanction on the court to the payment is obtained. (2) Without the need of limiting subsection (one), the company might demand curiosity to cash in accordance with segment 57 of the predecessor Ordinance if— (a) fascination was compensated by a company in accordance with that segment before its repeal, but not billed to cash; or (b) interest is paid out by a company following the repeal in accordance with a special resolution passed beneath paragraph (a) with the proviso to that section before the repeal, in spite of when the sanction in the courtroom for that payment is attained.
Area 351B of the predecessor Ordinance, as in pressure right away right before its repeal, proceeds to use in relation to an software produced before the commencement date* of section 897 for your needs of that portion.