What Does hong kong listing rules company secretary Mean?
What Does hong kong listing rules company secretary Mean?
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(four) If a person is charged with the offence below subsection (three), It's really a defence to establish the member or member’s particular consultant (as the case could be) had Earlier created One more desire with the doc involved and were delivered which has a copy of your doc. Area: 436 Requirement in connection with publication of financial statements and so on.
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Examples— 1. A company could extinguish or reduce the liability on any of its shares in regard of share funds not paid out up. 2. A company might, either with or without the need of extinguishing or cutting down legal responsibility on any of its shares— (a) terminate any paid out-up share cash that is certainly shed or unrepresented by offered belongings; or (b) repay any compensated-up share capital in extra of the company’s needs. (2) Nevertheless, a company ought to not lessen its share funds if, due to the reduction, there would now not be any member on the company holding shares aside from redeemable shares. (three) This Division is matter to any provision of a company’s articles that prohibits or restricts the reduction of the company’s share money. Part: 211 Course of action for the company to lessen its share funds L.N. 163 of 2013 03/03/2014 The treatment for any company to lessen its share funds below this Division is— (a) by Specific resolution supported by a solvency assertion beneath Subdivision two; or (b) by Unique resolution verified from the Court underneath Subdivision three. Portion: 212 Offence if share cash is reduced in contravention of Division
L.N. 163 of 2013 03/03/2014 (1) If a registered non-Hong Kong company is served with a see under area 780(1) for any corporate identify or for an authorized identify in relation to a corporate name, the company could use, in composing, towards the Registrar for approval of A different title, in relation towards the corporate name, below which the company is to hold on business enterprise in Hong Kong. (two) An software have to be sent to the Registrar. (3) On receiving an application for acceptance of a name, the Registrar have to approve the name Except if satisfied the title— (a) is the same as or is just too like— (i) a name that appears, or ought to have appeared, in the Index of Company Names; or (ii) the title of a overall body corporate incorporated or established under an Ordinance; or (b) presents so misleading an indication of the nature from the registered non-Hong Kong company’s pursuits in Hong Kong as being prone to trigger harm to the general public.
Each and every confined company situated in Hong Kong needs to have a company secretary. Sole Proprietorships don't need a secretary, however, the use of this business enterprise framework is restricted as the owner is to blame for all debts and endless liabilities.
N. 163 of 2013 03/03/2014 (1) A company need to retain during the English or Chinese language a register of company secretaries. (2) A company need to enter during the sign up of company secretaries the essential particulars laid out in segment 650 of a one who is, or folks who are the company secretary or joint company secretaries in the company. (three) A company have to maintain the sign-up of company secretaries at— (a) the company’s registered Business office; or (b) a prescribed put. (4) A company have to notify the Registrar from the spot at which the register of company secretaries is saved. The discover needs to be in the required type and sent to the Registrar for registration inside of fifteen times once the sign up is initial stored at that location. (five) A company ought to notify the Registrar of any change (aside from a change from the address from the company’s registered Office environment) from the location at which the sign-up of company secretaries is held. The observe must be in the required form and sent to the Registrar for registration inside of 15 times once the change. (six) Subsection (four) does not demand a company to notify the Registrar of the position at which the sign-up of company secretaries is retained— (a) if, in the situation of the sign up that arrived into existence on or after the commencement date* of this part, it's at all times been held within the company’s registered Workplace; or (b) if— (i) immediately just before that commencement date*, the company kept a sign-up with the uses of segment 158 of your predecessor Ordinance; and (ii) on and following that commencement date*, that register, in as far as it pertains to the company secretary or joint company secretaries with the company, is retained to be a sign-up of company secretaries for that needs of subsection (one) in the position at which it was stored immediately right before that commencement date*.
Cap 622 - Providers Ordinance 369 directors. (3) A reference to share quality is really a reference to any residual share cash in relation to your share. (4) A reference to the correct to the return of cash over a share is a reference to some suitable to some return of capital of a value equivalent to the amount paid out in regard in the nominal value of the share. (five) A reference to a distribution inside a winding up in proportion into the funds compensated up on the share is actually a reference to your distribution inside of a winding up in proportion to the amount paid in regard from the nominal worth of the share. (six) A reference for the aggregate par or nominal price of the company’s issued share money is actually a reference to that aggregate since it existed quickly prior to the commencement date* of segment 135 and— (a) increased to acquire account of your nominal worth of any shares issued on or following that commencement date*; and (b) decreased to take account of your nominal worth of any shares cancelled on or after that commencement day*.
Cap 622 - Providers Ordinance a hundred and sixty (i) was billed While using the obligation of guaranteeing that subsection (1) was complied with; and (ii) was in a position to discharge that duty; and (b) It's not at all a defence to ascertain which the money statements or report was not in fact prepared as required by this Ordinance. Segment: 430 Company should mail copies of economic statements etc. to associates before basic meeting
(3) The restrictions might present that any of the following is definitely an offence— (a) a failure to consider all realistic measures to protected compliance with, as respects the money statements, summary money report or administrators’ report which has been revised— (i) a specified provision on the regulations; or (ii) a specified provision of this Ordinance as obtaining effect underneath the regulations; (b) a contravention of— (i) a specified provision in the polices; or (ii) a specified provision of this Ordinance as getting influence underneath the laws. (four) The utmost fine Which may be prescribed for an offence committed wilfully is $300000 and the maximum imprisonment is 12 months. The utmost great That could be prescribed for an company formation documents offence not dedicated wilfully is $300000. In addition, in the situation of the continuing offence, a further good not exceeding $2000 for on a daily basis all through which the offence proceeds may be prescribed. (five) The restrictions may offer for defences to any these kinds of offence.
(two) Any surplus of the value of the fairness shares obtained or cancelled beneath the arrangement more than the subscribed capital of the other company attributable to those shares could be disregarded when recording as share capital of your issuing company the level of consideration for The difficulty via the issuing company of its shares. Therefore, the least number of consideration necessary to be recorded as share capital of the issuing company in respect from the shares issued underneath the arrangement could be the subscribed capital of another company attributable for the equity shares obtained or cancelled. (three) In case the arrangement also offers for The difficulty of any shares inside the issuing company on conditions the consideration for people shares should be to be offered— (a) by The difficulty or transfer to your issuing company of nonequity shares in the other company; or (b) through the cancellation of any non-equity shares in another company not held via the issuing company, any excessive of the worth of the non-equity shares acquired or cancelled underneath the arrangement over the subscribed capital of the other company attributable to Individuals shares can be disregarded when recording as share money on the issuing company the quantity of thing to consider for the issue via the issuing company of its shares. (four) This portion does not apply in the circumstance slipping inside area 195. Area: 197 Merger relief: which means of ninety% fairness Keeping L.N. 163 of 2013 03/03/2014 (one) This segment has effect in figuring out, for your needs of area 196, whether or not a company (company A) has secured no less than a 90% equity Keeping in A further company (company B) underneath an arrangement stated in area 196(1).
(5) In a variation of class rights Conference, any member existing in person or by proxy may well desire a poll. (six) For that reasons of this area— (a) any amendment of a provision inside a company’s content with the variation with the rights of a class of users, or perhaps the insertion of this type of provision in to the content articles, is by itself to be viewed as a variation of Individuals legal rights; and (b) a reference on the variation in the legal rights of a category of members incorporates the abrogation of All those rights.
L.N. 163 of 2013 03/03/2014 (one) This portion has outcome if a permitted indemnity provision is designed for your director of a company, and applies— (a) to that company (whether the provision is created by that company or an linked company of that company); and (b) In case the provision is made by an connected company, to that related company. (two) A company to which this section applies ought to maintain the following at its registered office or at an area prescribed by laws built beneath section 657— (a) a duplicate of the permitted indemnity provision; (b) If your provision isn't in producing, a published memorandum environment out the conditions from the provision. (three) The company— (a) should keep the duplicate or memorandum for a minimum of one particular year after the date of termination or expiry on the provision; and (b) ought to keep the copy or memorandum available for inspection all through that point.
Part sixty nine with the predecessor Ordinance (so far as it relates to a transfer of shares), as in drive instantly in advance of its repeal, carries on to apply to some transfer lodged prior to the commencement day* of portion 151. 23. Problem of share certificate on transfer
Cap 622 - Organizations Ordinance 349 (i) is of A sort licensed by any document constituting or regulating that other endeavor; and (ii) is permitted from the regulation below which that other endeavor is proven. (three) In subsection (one)(b), a reference to the voting rights in an undertaking is— (a) in the case of the undertaking using a share capital, a reference to your rights provided towards the users in regard of their shares; or (b) in the situation of the endeavor not having a share funds— (i) if the undertaking is necessary to carry general conferences at which matters are made a decision via the physical exercise of voting legal rights, a reference to the legal rights provided on the associates to vote at the general conferences on all matters or on substantially all matters; or (ii) Should the enterprise is not really needed to hold this kind of basic conferences, a reference on the legal rights beneath the enterprise’s constitution to immediate the undertaking’s Over-all policy or to alter the conditions of that constitution. (4) With the uses of subsection (1)(b), an enterprise is actually a member of Yet another enterprise if— (a) a person acting on behalf of it, or of any of its subsidiary undertakings, retains shares in that other enterprise; or (b) any of its subsidiary undertakings is often a member of that other undertaking.