hong kong company secretary's practice manual Fundamentals Explained

L.N. 163 of 2013 03/03/2014 (1) If somebody is getting or proposing to amass shares in the company, the company or any of its subsidiaries ought to not give economic help specifically or indirectly for the objective of the acquisition just before or simultaneously given that the acquisition normally takes put, apart from as provided by this Division. (two) If— (a) an individual has obtained shares in the company; and (b) any person has incurred a legal responsibility for the objective of the acquisition, the company or any of its subsidiaries have to not give money support specifically or indirectly for the objective of reducing or discharging the liability, apart from as provided by this Division.

(4) Right before publishing a detect less than this part, the company have to— (a) produce a duplicate in the discover towards the recognized exchange company that operates the stock marketplace on which the shares involved are shown; and (b) receive a certification from an authorized officer of that exchange company that the copy is currently being exhibited in accordance with subsection (5). (five) A identified exchange company need to show a copy of a observe received beneath subsection (4)(a) in a very conspicuous area about the premises on which the inventory market operates or make the see offered on its official Web page for just a duration of no less than— (a) 1 thirty day period, for any see that is not necessary to be revealed less than subsection (2)(b); or (b) three months, for any see that is needed to generally be published under subsection (two)(b). (six) For the applications of subsection (five), a failure for making a replica of a discover obtainable on an exchange company’s Formal Internet site throughout a interval pointed out in that subsection is to be disregarded if— (a) the discover is manufactured accessible on the web site for A part of that interval; and (b) the failure is wholly attributable to situations that it would not be affordable to acquire expected that exchange company to prevent or avoid. (7) If the applying was created by an suitable individual who isn't the registered holder from the shares and does not have the registered holder’s consent to help make the applying, the stated company— (a) have to provide a copy from the detect below this section about the registered holder by sending it by registered write-up towards the registered holder’s past deal with showing in the sign up of associates of the company; and (b) must not publish the discover below this portion right until at the very least 3 months following the day on which the duplicate was served. (eight) In this portion—

They assistance the company observe protocol and Ensure that any move taken all through meetings are in accordance with Hong Kong polices.

Cap 622 - Businesses Ordinance fifteen (ii) specified because of the Registrar in accordance With all the settlement. (two) An settlement which has a company may supply that any doc, or any class of doc, that relates to the company, and is necessary or authorized to generally be delivered via the Registrar to it beneath an Ordinance, will be shipped by Digital indicates.

L.N. 163 of 2013 03/03/2014 (one) This portion applies in relation to the special resolution to confer, vary, revoke or renew the authorization to get a variation agreement beneath segment 254. (2) A replica in the proposed variation agreement (whether it is in crafting) or a memorandum providing particulars of the proposed variation agreement (if It isn't) has to be produced available to customers— (a) in the case of the penned resolution, by getting sent to each member on the company at or before the time once the proposed resolution is shipped to them; or (b) in the situation of the resolution proposed at a gathering, by being created readily available for inspection by associates from the company— (i) for the company’s registered Workplace or at a location prescribed by polices built under area 657, for a period of not lower than fifteen times ending to the date of the Assembly; and (ii) with the Conference.

(2) Within this Division, a reference to some previous member of the company includes the private agent of the one that, right away before the man or woman’s Demise, was a past member in the company.

Cap 622 - Firms Ordinance ninety four (Cap 32) (arrangement, when binding on creditors). Portion: 278 Principal purpose exception L.N. 163 of 2013 03/03/2014 This Division doesn't prohibit a company from offering economical aid for the purpose of the acquisition of a share hong kong secretary company within the company or its holding company or for the goal of reducing or discharging a legal responsibility incurred for such an acquisition if— (a) possibly— (i) the company’s principal function in offering the assistance just isn't to provide it for the objective of the acquisition of a share inside the company or its Keeping company or for the objective of cutting down or discharging a legal responsibility incurred for these kinds of an acquisition; or (ii) the providing of the aid for the goal of the acquisition of a share from the company or its Keeping company or for the goal of lessening or discharging a legal responsibility incurred for these kinds of an acquisition is simply an incidental Section of some more substantial function of the company; and (b) the aid is offered in fantastic faith during the interests with the company. Section: 279 Exception for revenue lending firms L.N. 163 of 2013 03/03/2014 Topic to area 282, this Division would not prohibit the lending of cash by a company during the normal course of small business When the lending of cash is an element on the common business enterprise on the company. Area: 280 Exception for staff share strategies L.N. 163 of 2013 03/03/2014 (one) Issue to area 282, this Division isn't going to prohibit— (a) the supplying by a company, in very good faith during the interests with the company, of monetary help for that applications of an worker share scheme; or (b) the offering of monetary support by a company with the reasons of, or in connection with, anything at all carried out by the company or Yet another company in exactly the same team of businesses to the applications of enabling or facilitating transactions in shares in the company or its Keeping company between, and involving the acquisition of valuable possession of These shares by— (i) people utilized or previously employed in excellent religion by that company or another company in the exact same group of corporations; or (ii) spouses, widows, widowers, or minor little ones of folks referred to in subparagraph (i).

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(3) No non-public company acquiring only one director may have as company secretary on the company a entire body corporate the sole director of that's the only director of the private company. Section: 476 Course demanding company to appoint company secretary

When you decide on a secretary company early enough while in the business enterprise registration method, they might also functionality and provide an area handle.

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(one) The elimination by an existing company from its register of company secretaries on or once the commencement day* of part 650 of particulars essential with the predecessor Ordinance but not needed by this Ordinance will not give increase to any responsibility to deliver a discover to the Registrar below section 652.