5 Simple Techniques For hong kong company secretary's practice manual

Part 70 of the predecessor Ordinance (as far as it relates to an allotment of shares), as in pressure straight away ahead of its repeal, continues to use to shares allotted prior to the commencement date* of section a hundred and forty four. 20. Validation by Courtroom of challenge or allotment

(three) A resolution passed on the poll taken at a common Conference is handed by a straightforward majority if it is passed by associates symbolizing a straightforward the vast majority of the full voting legal rights of every one of the members who (currently being entitled to take action) vote in individual or by proxy within the resolution. (four) Anything at all Which might be accomplished by an ordinary resolution may also be accomplished by a Unique resolution. Portion: 564 Distinctive resolution L.N. 163 of 2013 03/03/2014 (1) A Unique resolution of the members (or of a category of members) of a company usually means a resolution that is certainly handed by a majority of at the least seventy five%. (2) A resolution passed in a standard meeting over a clearly show of hands is handed by a bulk of a minimum of 75% if it is handed by not less than seventy five% of the full of the following— (a) the amount of the members who (being entitled to do so) vote in individual to the resolution; (b) the number of the people who vote to the resolution as duly appointed proxies of customers entitled to vote on it. (three) A resolution passed with a poll taken at a standard Conference is passed by a the vast majority of at the very least 75% if it is handed by customers symbolizing at least 75% of the entire voting legal rights of each of the customers who (staying entitled to take action) vote in man or woman or by proxy to the resolution. (4) If a resolution is handed in a general Assembly— (a) the resolution is not really a Unique resolution Except if the observe in the meeting provided the text in the resolution

Cap 622 - Providers Ordinance 264 (2) To the purposes of part 703, the holder of shares will be to be viewed as not getting exercised the legal rights to involve the offeror to accumulate the shares unless, Anytime prior to the conclude of the period in the course of which Those people legal rights are exercisable— (a) in the situation of the takeover offer that doesn't relate to shares of different classes, the shares the offeror has, by advantage of acceptances of your offer, acquired or contracted unconditionally to accumulate, with or without any other shares while in the company which the offeror has acquired, or has contracted unconditionally to accumulate, stand for no less than 90% in variety of the shares from the company; or (b) in the situation of the takeover offer that relates to shares of different courses, the shares of any course the offeror has, by virtue of acceptances on the supply, obtained or contracted unconditionally to accumulate, with or with no other shares of that course which the offeror has acquired, or has contracted unconditionally to amass, signify at the very least ninety% in quantity of the shares of that class. Aspect: Division: thirteen 5 Obligatory Acquisition immediately after Standard Offer you for Share Buy-again

Cap 622 - Firms Ordinance 15 (ii) specified through the Registrar in accordance With all the agreement. (2) An arrangement which has a company may deliver that any document, or any course of doc, that pertains to the company, and is required or authorized to get shipped via the Registrar to it under an Ordinance, is going to be delivered by electronic suggests.

Every confined company located in Hong Kong must have a company secretary. Sole Proprietorships do not need a secretary, on the other hand, using this enterprise framework is proscribed since the proprietor is answerable for all debts and unlimited liabilities.

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(three) We retain and update your company's Sign up of members, Register of administrators and Sign-up of company secretary

The legal responsibility of the shareholder for phone calls in respect of cash remaining unpaid on shares issued ahead of the commencement day* of part 135 (whether or not on account of your nominal value of the shares or Through top quality) is just not affected from the share ceasing to possess a nominal worth. 40. References in contracts as well as other files to par or nominal benefit

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Cap 622 - Organizations Ordinance 178 (b) if a body corporate, have its registered Business or an area of enterprise in Hong Kong. (five) Nearly anything demanded or approved to become completed by or to the company secretary could be finished— (a) In case the Workplace is vacant or There is certainly for some other cause no company secretary capable of acting, by or to any assistant or deputy company secretary; or (b) if there is no assistant or deputy company secretary capable of acting, by or to any officer with the company licensed normally or specially in that behalf by the administrators. Part: 475 Conditions underneath which director might not be company secretary

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Cap 622 - Firms Ordinance 68 company. Area: 195 Group reconstruction reduction L.N. 163 of 2013 03/03/2014 (1) This section applies if an issuing company— (a) is an entirely owned subsidiary of An additional company (the holding company); and (b) troubles shares— (i) into the holding company; or (ii) to a different wholly owned subsidiary from the Keeping company, in consideration with the transfer towards the issuing company of non-money property of a company (the transferor company) That may be a member in the team of businesses that comprises the Keeping company and all company formation london its wholly owned subsidiaries. (2) Any extra of the value of the property transferred about their Internet foundation price could be disregarded when recording as share money of the issuing company the level of thought for The problem because of the issuing company of its shares. Therefore, the minimum amount degree of thing to consider needed to be recorded as share capital of the issuing company in regard on the shares issued for the transfer is the net base value of the property transferred. (3) The web foundation value of the property transferred is the quantity by which The bottom value of the belongings transferred exceeds the base worth of any liabilities of your transferor company assumed from the issuing company as thing to consider for the belongings transferred. (4) For your applications of the part— (a) The bottom value of assets transferred will be the lesser of— (i) the cost of All those property into the transferor company; (ii) the quantity at which those property are stated within the transferor company’ s accounting information right away prior to the transfer; (b) the base price of liabilities assumed is the quantity at which They are really said within the transferor company’s accounting information instantly before the transfer. Segment: 196 Merger aid L.N. 163 of 2013 03/03/2014 (1) This part applies if an issuing company has secured not less than a ninety% fairness holding in A further company underneath an arrangement furnishing for The difficulty of fairness shares in the issuing company on terms the thing to consider for the shares issued is usually to be offered— (a) by The difficulty or transfer into the issuing company of fairness shares in one other company; or (b) from the cancellation of any fairness shares in another company not held from the issuing company.

Hong Kong organizations are lawfully required to hold their statutory books current. They need to also be held within a safe digital or physical location and be manufactured available for inspection by the public if necessary.

On and once the commencement date* of part 648, a sign up of directors and secretaries saved by a company