The objective of this newsletter is to assist you in understanding the new co by highlighting the key areas of changes and providing our insights into the new requirements. The companies ordinance chapter 32 company limited by guarantee and not having a share capital. Shareholders may wish to pass a special resolution to remove the object. The hong kong companies ordinance chapter 622 of hong kong laws, hereafter the new co. The articles contained in schedule 2 of the companies model articles notice cap. This is a significant milestone for the development of company law in hong kong. Pdf notices, enforcement and the making of the hong kong. Articles of association 03 issue of stock or bearer share warrants to remove the power as this is now redundant. New hong kong companies ordinance march 2014 page 1 new hong kong companies ordinance the new hong kong companies ordinance, chapter 622 of the laws of hong kong, the new co came into operation on 3 march 2014. Sample d model articles of association for companies.
Conditions of memorandum of association of existing company to be regarded as provisions of articles a3527 99. Hong kong companies ordinance hong kong company law. A condition of an existing companys memorandum of association is to be regarded as a provision of the companys articles. The association means the abovenamed environmental management association of hong kong member means member of the abovenamed association in the respective categories as stipulated. The new co consists of 21 parts, 921 sections and 11 schedules. Schedule corporate practices model articles of association. New companies ordinance company administration and procedure. At the hong kong economic and trade office seminar named hong kong new opportunities as an international financial centre, joseph yam announced a strategy to make a greater hong kong s contribution to the reform and liberalisation of the mainland china and to maintain the status of hong kong as an international financial centre. New companies ordinance company administration and procedure under the old co, a private company other than a company which is a member of a corporate group and certain companies specifically excluded, such as insurance and stockbroking companies may, with the.
Hong kong companies ordinance companies act is an official document stating the legal limits within which companies may do their business in hong kong. Ii model articles of association transmission of shares for sole practising member corporate applicantscorporate practices qualified for registration under section 28d2c of the professional accountants ordinance cap. Hong kong elegislation english subject index to ordinances. The articles of a private company must restrict the right of its members to transfer its. Determination of terms, conditions and manner of redemption of redeemable shares to authorize directors to so determine without requiring further shareholder approval. Sample d model articles of association for companies limited by. Companies assessing the impact of the new hong kong. Articles of association hong kong statistical society. The hong kong companies registry is the agency responsible for the enforcement of the companies ordinance and the registration of companies incorporated in hong kong. Changes to directors duties under the new hong kong.
Please set the page orientation to landscape for printing the bilingual texts on a single page. Hong kong preparing for the new companies ordinance introduction with the aim to further enhance hong kongs status as a major international business and financial centre, the hong kong legislative council passed the new companies ordinance the nco on 12 july 2012. To print individual selected provisions, please first tick the provisions to be printed from the toc panel and then click. Acc hong kong a practical introduction to the new companies. Corporate governance and the new companies ordinance in hong kong. We believe that the changes brought about by the new ordinance will benefit all companies in hong kong, including their shareholders and directors, and reinforce hong kongs competitiveness as a place to do business. This document is mandatory regardless of the type of company in hong kong and it must be submitted alongside the other mandatory documents when incorporating a company in hong kong. To print the whole chapter in html, please click at the bottom of the toc panel and then click. Sample a is a simplified form of articles of association for private companies limited by. Just as onesizefitsall clothing never fits anyone quite right, the free model articles are unlikely to be perfect for your company without extensive additional work. Following commencement of the new co, the current companies ordinance cap.
Ordinance, chapter 622 of the laws of hong kong, on 3 march 2014 will herald a new era for hong kongs company law. The new hong kong companies ordinance the new ordinance was passed by the legislative council on 12 july 2012. The hku scholars hub has contact details for these authors. Annotated ordinances of hong kong lexisnexis hong kong.
The new companies ordinance provides for new sets of model articles for adoption in whole or in part by companies incorporated after 3 march 2014. Companies ordinance contents section page part 1 preliminary division 1 short title and commencement. Table a in the first schedule to the companies ordinance 1865 1 of 1865, as in force. The commencement of the new ordinance in march 2014 marks the beginning of a new era in corporate regulation in hong kong. Created by the hong kong competition ordinance 2012 ordinance, the infringement notice and the warning notice are novel tools of competition law enforcement. Drafting and making legislation in hong kong drafting legislation in hong kong a guide to styles and practices how legislation is made in hong kong a drafters view of the process. Model articles of association templates uk companies. Moreover, it is commonly conceived that hong kong incorporated members of a group which comprise a listed company in hong kong listed cos. A lecture series on practical aspects of hong kong companies and insolvency law. The new companies ordinance of 2012 has been enacted in hong kong pursuant to the companies ordinance rewrite project.
The new hong kong companies ordinance has come into effect for about 2. View notes companies ordinance cap 622 from llaw 3010 at the university of hong kong. One of the stated aims of the rewrite is to enhance corporate governance. Companies house provides free model articles of association, but they should not be used blindly. The companies ordinance does not affect liquidation and winding up provisions that are currently in effect. The articles of association for private limited companies and public limited companies in hong kong can have a simplified form. Articles of association of the environmental management. This model articles of association is the model articles prescribed in schedule 3 of the companies model articles notice cap. Apparently, the hong kong companies registry decided to give more than one sample of model articles of. Abolition of the memorandum for all companies 3 mandatory articles every company is statutorily. The new companies ordinance the new ordinance, which consists of 21 parts, 921 sections and 11 schedules is, i believe, one of the longest and most complex pieces of legislation ever enacted in hong kong. The mandatory articles that are required under sections 81, 83 and 84 of the companies ordinance.
Hong kong preparing for the new companies ordinance. The registered office of the company will be situated in hong kong. In corporate governance, a companys articles of association is a document which, along with. In the case of private companies, the simplified form can be used if the company only has one class of shares, paid in full and if the company directors do not appoint alternate directors or nominee directors. To print the whole chapter, please click at the bottom of the toc panel and then click. As at may 2009 there were about 740,000 companies registered in hong kong of which over 9,900 were registered as public limited companies but only about 1,300 of these were companies listed on the hong kong exchanges and clearing limited. Provisions for the articles of association of the companies to be listed overseas, the letter of the opinion on the supplemental amendments to the articles of association of companies to be listed in hong kong, the rules governing the listing of securities on the stock exchange of hong kong limited and other. This extensive work is one of the most useful legal resource as each section of the legislation is described, defined, interpreted, explained and referenced to the detail. Guide to abolition of par value in hong kong new companies ordinance 1.
You will find below the key extracts from the hong kong companies ordinance along with the full act. New companies ordinance relating to memorandum, articles of association the new companies ordinance cap. The new ordinance will bring about significant changes to the articles of association articles. Slaughter and may new hong kong companies ordinance. As part of the moves to implement the revamped company law in hong kong, the new companies ordinance cap.
Private companies limited by shares simplified form sample a is a simplified form articles of association of for private compan limited by shares ies prepared on the assumption that the company adopting it will simplify its administration as far as possible under the companies ordinance cap 622. Local and non hong kong companies are registered here and deregistrations can also be performed. Guide to abolition of par value in hong kong new companies. Memorandum of association is retired from the constitutional documents slaughter and may 20 this material is for general information only and is not intended to provide legal advice. Directors under the new companies ordinance introduction apart from the changes in relation to fair dealing by directors under part 11 of the new companies ordinance new co as illustrated in our newsletter issued in december 20, part 10 of the new co also concerns directors. Companies or their officers should consult their professional advisors on any matters which may affect them relating to or arising out of the adoption of this model articles. The lectures make the basic principles of company law and windingup accessible to all professionals, with particular focus on the practical implications of the new companies ordinance cap. Companies ordinance chapter 32 of the laws of hong kong in the name of. Please set the page orientation to landscape for printing of bilingual texts on a single page. New companies ordinance abolition of the memorandum.
The new hong kong companies ordinance co was passed by the legislative council on 12 july 2012 and came into effect on 3 march 2014. In these articles unless there is something in the subject or context inconsistent therewith. In accordance with the new ordinance, new companies are not required to file memorandum of association at the time of incorporation. New articles of association under the new hong kong. Company name section 81 if the company has a licence to dispense with the use of the word limited in its name objects section 821. New articles of association under the new hong kong companies. The name of the company is chan and ma consulting civil engineers company. New articles of association under the new hong kong companies ordinance 1.