About hong kong listing rules company secretary

Segment: 354 Notification of spot where by sign up of prices is stored L.N. 163 of 2013 03/03/2014 (1) A company or registered non-Hong Kong company ought to notify the Registrar in the location at which the sign-up of fees is saved. The recognize should be in the required type and delivered to the Registrar for registration inside of fifteen times following the sign-up is very first kept at that area. (two) A company or registered non-Hong Kong company need to notify the Registrar of any change (other than a change in the handle with the company’s registered office or registered non-Hong Kong company’s principal location of business enterprise in Hong Kong) from the location at which the sign up of expenses is saved. The detect has to be in the required variety and delivered to the Registrar for registration within fifteen days after the change. (three) Subsection (1) would not require a company or registered non-Hong Kong company to notify the Registrar with the location at which the sign up of expenses is kept— (a) if, in the case of the sign-up that arrived into existence on or once the commencement day* of the area, it's got always been saved at— (i) the company’s registered Place of work; or (ii) the registered non-Hong Kong company’s principal position of company in Hong Kong; or (b) if— (i) promptly just before that commencement day*, the company or registered non-Hong Kong company held a sign up to the applications of section 89 of your predecessor Ordinance; and (ii) on and after that commencement date*, that register is held to be a sign-up of expenses for your needs of portion 352(one) or 353(1) at the position at which it had been held right away prior to that commencement

To ensure that the company complies with Hong Kong regulations, a superb company secretary must comprehend the context, company procedures, and procedures.

(2) Topic to subsection (3) and every other provisions of the Ordinance, a company may possibly only alter its articles by Specific resolution. (3) An alteration in posts to the utmost quantity of shares which the company could problem might be produced by standard resolution. (4) Topic to this Ordinance, an alteration created in accordance with this particular section is as legitimate as When the alteration have been originally contained during the content. (five) Within just 15 times after the day on which an alteration requires outcome, the company will have to produce into the Registrar for registration— (a) a recognize on the alteration in the required kind; and (b) a replica, Qualified by an officer in the company as appropriate, of your content as altered. (6) If a company contravenes subsection (five), the company, and every accountable person of your company, commit an offence, and every is liable to the great at stage 3 and, in the situation of a continuing offence, to an additional high-quality of $300 for on a daily basis through which the offence carries on. Area: 89 Alteration of company’s objects L.N. 163 of 2013 03/03/2014 (one) This area relates to an alteration from the objects of the company as mentioned while in the company’s article content. (2) The company may well, by Unique resolution of which notice has been supplied to all the associates from the company (including customers who will be not entitled to these types of recognize underneath the company’s article content), alter the objects by— (a) abandoning or limiting any in the objects; or (b) adopting any new item that might lawfully are contained— (i) in the situation of the company formed and registered beneath this Ordinance, within the company’s content if the articles have been registered; or

L.N. 163 of 2013 03/03/2014 (one) If a registered non-Hong Kong company is served using a discover underneath segment 780(one) for the corporate identify or for an accepted name in relation to the corporate name, the company may use, in producing, into the Registrar for acceptance of One more identify, in relation on the corporate identify, underneath which the company is to hold on business enterprise in Hong Kong. (2) An software must be sent to the Registrar. (3) On acquiring an software for acceptance of a reputation, the Registrar should approve the name Except if happy the title— (a) is the same as or is simply too like— (i) a reputation that appears, or ought to have appeared, during the Index of Company Names; or (ii) the name of the body corporate incorporated or recognized under an Ordinance; or (b) gives so misleading an indication of the nature on the registered non-Hong Kong company’s routines in Hong Kong as to become likely to result in damage to the public.

(5) If your takeover give offers which the holder of shares should be to get shares in or debentures of the offeror, using an choice to obtain Another thought to get furnished by a third party instead, the offeror may well point out inside the see the conditions on the takeover present contain the choice. (six) In case the offeror won't reveal during the observe which the phrases on the takeover provide consist of the choice, the offeror might offer you within the detect a corresponding choice to receive Several other thing to consider to become provided by the offeror. (seven) With the purposes of subsection (5), thought should be to be regarded as becoming furnished by a 3rd party whether it is created available to the offeror on phrases that it's for use because of the offeror as thing to consider for that takeover present. Section: 695 Offeror’s right to order out minority shareholders L.N. 163 of 2013 03/03/2014 (1) This portion applies if a notice is given underneath area 693 for the holder of any shares. (two) Except if the Court docket can make an purchase below subsection (three), the offeror is entitled and bound to accumulate the shares over the conditions of your takeover supply. (3) The Court docket could, on application from the holder built in two months after the day on which the discover was presented, order that— (a) the offeror just isn't entitled and sure to acquire the shares; or (b) the offeror is entitled and certain to amass the shares around the phrases specified in the buy. (four) For your functions of subsection (2)— (a) When the takeover offer falls within just segment 694(4), the conditions from the takeover present are to generally be viewed as including the particulars and statements A part of the recognize for the applications of that portion; (b) In the event the takeover supply falls in area 694(five), the phrases on the takeover provide are being thought to be not including the alternative Until the offeror suggests usually during the discover; and

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You have to give the Posts of Association and incorporation sort with the registry of businesses. 

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Cap 622 - Companies Ordinance 201 (three) For the uses of the segment, a payment is presumed, besides in so far as the contrary is proven, to get produced in connection with a transfer of any undertaking or home of a company if it is created pursuant to an arrangement — (a) entered into as part of the agreement for your transfer, or inside 1 12 months just before or two yrs after that settlement is entered into; and (b) to which the company, or anyone to whom the transfer is created, is privy.

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(four) With the functions of subsection (1)(a), a failure to produce a observe out there with a company’s Web site during a time period described in that subsection will be to be disregarded if— (a) company formation services packages the see is built available on the web site for Component of that interval; and (b) the failure is wholly attributable to instances that it wouldn't be acceptable to own predicted the company to avoid or keep away from. Area: 166 Public recognize of problem of new certification L.N. 163 of 2013 03/03/2014 (one) A shown company that troubles a whole new certificate must— (a) publish a recognize in the desired type in accordance with this particular section; and (b) produce a replica on the observe on the acknowledged exchange company that operates the inventory market place on which the shares concerned are mentioned within just 14 times following the day of difficulty. (two) The discover should be printed by making it obtainable to the mentioned company’s Site all over a period of a minimum of 7 days beginning with a date slipping inside of fourteen times after the day of concern. (three) In case the outlined company was demanded by area 164(two)(b) to publish a discover from the Gazette of its intention to situation The brand new certification, the discover less than this section need to even be posted within the Gazette in just fourteen times once the day of difficulty. (4) For your needs of subsection (two), a failure to make a recognize readily available with a detailed company’s website throughout a period of time described in that subsection is to be disregarded if— (a) the see is produced obtainable on the website for A part of that period of time; and (b) the failure is wholly attributable to situations that it would not be sensible to acquire predicted the company to avoid or stay away from. (5) If a shown company contravenes this area, the company, and every responsible individual in the company, commit an offence, and every is liable into a wonderful at degree three and, in the situation of a continuing offence, to an extra high-quality of $300 for daily during which the offence carries on.

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