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. 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. This applies to both existing and new companies incorporated in hong kong. The articles of association are series of documents that describe the scope of the company as well as the duties and responsibilities of its members. New articles of association under the new hong kong companies. Execution of documents 02 in respect only of a purchaser for valuable consideration who acts in good faith, a document which on its face purports. New companies ordinance in hong kong how does the new co. Companies house provides free model articles of association, but they should not be used blindly. The registered office of the company will be situated in hong kong. The new co consists of 21 parts, 921 sections and 11 schedules. Moreover, it is commonly conceived that hong kong incorporated members of a group which comprise a listed company in hong kong.
A lecture series on practical aspects of hong kong companies and insolvency law. This alert focuses on existing companies limited by shares. Companies assessing the impact of the new hong kong. Hong kong companies ordinance hong kong company law. The memorandum and articles of association are the fundamental constitutional documents of a hong kong company as they are required for a companys. The companies ordinance chapter 622 company limited by shares articles of association of the bank of east asia, limited 1. 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. Articles of association 01 dec 20 newsletterbriefing.
There are also 12 subsidiary legislations to facilitate the implementation of the new. 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 kong. Companies ordinance chapter 32 of the laws of hong kong in the name of. Further guidance to hong kong listed companies in light of. 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. The standard of the duty in old case law, which focuses on the knowledge and experience that a particular director pos sesses the subjective test, is considered too lenient nowadays. Hong kong companies ordinance cap 32 meaning of unregistered companies. You will find below the key extracts from the hong kong companies ordinance along with the full act. That the articles of association of the company be amended in the. Hong kong company incorporation guide 3 memorandum and. The articles of association aa is a document which specifies the regulations for the operations of a hong kong company.
The principle in main board rules appendix 16 in relation to disclosure of financial information has beenthat an issuer whether or not it is incorporated in hong kong should provide disclosures required under the hong kong companies ordinance. From 3 march 2014, all shares, whether issued before or after that date, will lose their nominal also known as par value. The new companies ordinance in hong kong on 3rdmarch 2014, the new hk companies ordinance will be effective. Following commencement of the new co, the current companies ordinance. In these articles ordinance means the companies ordinance, chapter 32. The new hong kong companies ordinance, chapter 622 of the laws of hong kong, the new co came into operation on 3 march 2014. The company means wikimedia hong kong limited member means anyone who has been applied and qualified as a member of wikimedia hong kong the council means the council of wikimedia hong kong limited. Given under my hand this seventh day of may one thousand nine hundred and seventyfour. Slaughter and may new hong kong companies ordinance. Ordinance, chapter 622 of the laws of hong kong, on 3 march 2014 will herald a new era for hong kong s company law.
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. Power for company to have official seal for use abroad s 125. This publication from deloitte hong kong gives a highlevel illustration of areas of the new companies ordinance co that may have accounting implications. New companies ordinance relating to memorandum, articles of association the new companies ordinance cap. Companies ordinance means the relevant sections of the companies ordinance new version, 57431983, as currently in effect, and as may be amended from time to time, and any regulations. 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. It will enhance the companies registrys power and ensure members of the public have access to accurate and updated information about companies. The name of the company is chan and ma consulting civil engineers company. Sample a is a simplified form of articles of association for private companies limited by shares prepared on the assumption that the company adopting it will simplify its administration as far as possible under the companies ordinance cap 622. Hong kong preparing for the new companies ordinance.
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. Content of the new hong kong companies ordinance appendix 1. This model articles of association is the model articles prescribed in schedule 3 of the companies model articles notice cap. The new ordinance will bring about significant changes to the articles of association articles. New companies ordinance relating to memorandum, articles of association. 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. The articles of association aa defines the objectives of the hk company. Cathay pacific airways limited was incorporated in hong kong under the companies ordinance, 1932, as a company limited by shares on the eighteenth day of october one thousand nine hundred and fortyeight. Corporate governance and the new companies ordinance in hong kong. Download pdf download word introduction key changes the new companies ordinance cap. 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. 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.
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. It provides free online access to current and past versions of consolidated legislation. Sample a articles of association for private companies. Today marks the commencement date of the new companies ordinance cap. Annotated ordinances of hong kong lexisnexis hong kong. New articles of association under the new hong kong companies ordinance 1. The name of the company is the bank of east asia, limited. Key changes under the 2014 hong kong companies ordinance. However, the directors should also observe the relevant requirements under the laws and regulations in their jurisdictions and the listed companies own articles of association.
This is a significant milestone for the development of company law in hong kong. Sample d model articles of association for companies. The new companies ordinance provides for new sets of model articles for adoption in whole. 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. The new hong kong companies ordinance the new ordinance was passed by the legislative council on 12 july 2012. Articles of association of hong kong rugby union 1 adopted by special resolution passed on 3 july 2015 a company incorporated on 30th april 1990 under the companies winding up and miscellaneous provisions ordinance cap. Hong kong s new companies ordinance ordinance will come into effect on 3 march 2014. A condition of an existing companys memorandum of association is to be regarded as a provision of the companys articles. Model articles of association templates uk companies. The new companies ordinance of 2012 has been enacted in hong kong pursuant to the companies ordinance rewrite project. Hong kong company incorporation guide 3 memorandu m and ar ticles of association of a hong kong private company.
Acc hong kong a practical introduction to the new companies. The new ordinance introduces a number of changes that impact, among other things, company. Memorandum and articles of association cathay pacific. Changes to directors duties under the new hong kong. In light of developments overseas, the new companies ordinance. Model articles schedule 2 the companies ordinance chapter622. Hong kong companies ordinance companies act is an official document stating the legal limits within which companies may do their business in hong kong. In addition, under the old co, an attorney can only bind a company in respect of deeds executed by him on its behalf outside hong kong. Shareholders may wish to pass a special resolution to remove the object.
Execution of deeds abroad s 129 in hong kong or elsewhere 35. Memorandum of association and we respectively agree to take the number of shares. Apparently, the hong kong companies registry decided to give more than one sample of model articles of association rather than one size fits all. Jun 24, 2014 the new companies ordinance in hong kong cap. Please set the page orientation to landscape for printing of bilingual texts on a single page. New companies ordinance abolition of the memorandum. The hong kong companies ordinance chapter 622 of hong kong laws, hereafter the new co. The new hong kong companies ordinance has come into effect for about 2. Abolishing the memorandum of association ma sections 67 to 70, 75 to 85 and 98 position under the companies ordinance. Hong kong elegislation hkel is the official database of hong kong legislation. New companies ordinance company administration and. 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. Various myths and misconceptions have been raised about the way in which provisions of the new ordinance will operate and the purpose of this article is to dispel these and to clarify certain issues on the ordinance.
To print the whole chapter in html, please click at the bottom of the toc panel and then click. One of the stated aims of the rewrite is to enhance corporate governance. As part of the moves to implement the revamped company law in hong kong, the new companies ordinance cap. Name of new form naa3 notice of alteration of certain articles by existing company for altering any provisions which were contained in the company s memorandum of association and could lawfully have been contained in the company s articles. New companies ordinance relating to memorandum, articles of. The commencement of the new ordinance in march 2014 marks the beginning of a new era in corporate regulation in hong kong. Companies ordinance rewrite background to the hong kong companies ordinance rewrite rewrite of the companies ordinance was endorsed by legislative council legco and launched mid2006 phased approached. Articles of association sample for hong kong companies. For listed companies incorporated in hong kong, the companies ordinance cap. The hkccas executive committee invites you to the following presentation, hosted by slaughter and may. Those articles contained in schedule 2 of the companies model articles notice. In accordance with the new ordinance, new companies are not required to file memorandum of association at the time of incorporation. New hong kong companies ordinance articles of association 23 december.
Refer to an articles of association sample which will enable you to create this document for your hong kong company registration. Provision as to memorandum and articles of companies limited by guarantee. The companies ordinance does not affect liquidation and winding up provisions that are currently in effect. Guide to abolition of par value in hong kong new companies ordinance 1. Moreover, it is commonly conceived that hong kong incorporated members of a group which comprise a listed company in hong kong listed cos. Changes resulting from the new companies ordinance. You may refer to the companies model articles notice cap. Top 20 hong kong company setup faqs company incorporation. New companies law will boost hong kongs competitiveness. 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. Articles of association 03 issue of stock or bearer share warrants to remove the power as this is now redundant.
Following commencement of the new co, the current companies ordinance cap. The new ordinance replaces those provisions in the old companies ordinance, cap. Schedule corporate practices the hong kong institute of. A company must be authorised by its articles of association to have an official seal for use outside hong kong, and have objects which require the transaction of business outside hong kong. To form a company under the hong kong companies ordinance, certain documents must be prepared which will form the constitution bylaws of the company. The new companies ordinance highlights of some major. The articles of association for private limited companies and public limited companies in hong kong can have a simplified form. Hong kong elegislation english subject index to ordinances. The new provisions simplify the registration requirements of nonhong kong companies or oversea companies and introduce the new disclosure requirements and clarify certain circumstances that the nonhong kong companies are required to register charges on properties under part xi of the hong kong companies ordinance. The articles of association aa is not a specified form. The new hong kong companies ordinance acru 20 ms phyllis mckenna deputy principal solicitor company law reform 2 companies ordinance rewrite background to the hong kong companies ordinance rewrite rewrite of the companies ordinance. Registrar to keep an index of directors of nonhong kong companies.
The new shares shall be subject to all provisions of the articles with reference to. Determination of terms, conditions and manner of redemption of redeemable shares to authorize directors to so determine without requiring further shareholder approval. Articles of association is the constitutional document of a company. New articles of association under the new hong kong. Sep 06, 20 the new companies ordinance the new co consists of original text. Model articles of association transmission of shares for corporate applicants. Ordinance, chapter 622 of the laws of hong kong, on 3 march 2014 will herald a new era for hong kongs company law. Guide to abolition of par value in hong kong new companies. Companies ordinance gazette number version date long title. The existing law requires that the particulars of a charge created in hong kong to be registered within 5 weeks after the date of creation and a longer period is allowed if such charge is created outside hong kong. Sample a is a simplified form of articles of association for private companies limited by.
676 8 888 1069 1106 880 246 1008 755 1057 795 813 1147 698 199 1486 1504 274 209 1189 1299 1198 48 239 1260 1446 1371 934 684 1260 803