The smart Trick of no company secretary hong kong That Nobody is Discussing
The smart Trick of no company secretary hong kong That Nobody is Discussing
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The economic statements to get a financial 12 months must point out— (a) whether or not they are geared up in accordance Along with the applicable accounting specifications throughout the indicating of part 380; and (b) if they've not been so prepared, the particulars of, and the reasons for, any product departure from those expectations. Section 2
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Cap 622 - Corporations Ordinance 159 Area: 427 Court may order assertion of situation to not be sent L.N. 163 of 2013 03/03/2014 (one) This part applies if an software continues to be designed less than area 426(one)(b) or (three) in relation to a statement of situations provided by somebody to your company. (2) If your Court docket is glad that the individual has abused the use of the statement of conditions or is using the statement to secure needless publicity for defamatory make a difference, the Court docket— (a) must direct that copies from the assertion usually are not to generally be despatched under part 426(1)(a); and (b) could buy the individual, while not a party to the applying, to pay for the applicant’s costs on the appliance in whole or in part. (three) In the event the Courtroom provides Instructions under subsection (two)(a), the company should, within just fifteen days beginning on the day on which the Instructions are supplied— (a) ship a observe environment out the influence on the Instructions to— (i) each individual member from the company; and (ii) Except if already named as a celebration to the proceedings, the one who has given the statement of conditions to the company; and (b) produce a copy with the recognize to the Registrar for registration. (4) If your Court docket decides never to grant the appliance, the company need to, in just fifteen days starting on the day on which the choice is built or on which the proceedings are discontinued for just about any reason— (a) give recognize of the decision to the one that has specified the assertion of situation to the company; and (b) send a replica with the assertion of instances to every member on the company and to that human being.
Cap 622 - Companies Ordinance eighty one of your company. (2) The company need to involve Using the detect from the proposed resolution— (a) a copy on the document that contains the proposed common supply; and (b) a statement, signed by the directors on the company, that contains info that will permit a reasonable individual to form a legitimate and justifiable view as on the merits of the give. (three) If, underneath the proposed typical provide, a member on the company might be compelled to get rid of the member’s shares below Division 5 of Section thirteen (compulsory acquisition following general offer you for share invest in-back again)— (a) the company should appoint an impartial expense adviser to suggest members who could possibly be afflicted via the compulsory disposal on the deserves in the offer you; and (b) the resolution authorizing the provide needs to be a Specific resolution on which no non-tendering member votes. (four) A person is eligible for appointment as an investment adviser below subsection (three)(a) provided that— (a) the individual is a corporation licensed to hold on, or a licensed monetary establishment registered for carrying on, a business in advising on securities or advising on corporate finance underneath Component V with the Securities and Futures Ordinance (Cap 571); and (b) the person is neither— (i) a member, officer, shadow director or employee of the company producing the final provide or of an linked company of that company; nor (ii) an affiliated company with the company producing the final give.
L.N. 163 of 2013 03/03/2014 (one) Anyone commits an offence if the individual, with out realistic excuse, fails to comply with any need imposed on the individual under area 869. (2) Somebody commits an offence if the person, with intent to defraud, fails to adjust to any need imposed on the individual beneath area 869. (three) An officer or personnel of the company on which a prerequisite is imposed underneath segment 869 commits an offence if the officer or staff, with intent to defraud, brings about or makes it possible for the company to fail to adjust to the requirement. (4) Somebody commits an offence if the individual— (a) in purported compliance by using a prerequisite imposed on the person beneath area 869— (i) makes any history or doc that is fake or misleading in a fabric distinct; or (ii) delivers any information or rationalization that is fake or deceptive in a cloth specific; and (b) understands that, or is reckless as to if, the record or doc, or the information or clarification, is false or misleading in a fabric distinct. (5) An individual commits an offence if the individual, with intent to defraud, in purported compliance with a prerequisite imposed on the person underneath portion 869— (a) generates any file or doc that is false or misleading in a fabric particular; or (b) supplies any information and facts or rationalization that is fake or misleading in a fabric unique. (six) An officer or worker of the company on which a necessity is imposed under section 869 commits an offence In the event the officer or staff, with intent to defraud, causes or makes it possible for the company to, in purported compliance Along with the prerequisite— (a) create any document or document that is fake or misleading in a fabric specific; or (b) give any information or rationalization that is false or misleading in a material individual. (seven) An individual is not really excused from complying with a prerequisite imposed on the individual beneath portion 869 only on the bottom that to take action may are inclined to incriminate the person.
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L.N. 163 of 2013 03/03/2014 (one) If a meeting is summoned beneath area 670— (a) every single recognize summoning the Conference that is sent into a creditor or member should be accompanied by an explanatory assertion complying with subsections (three) and (four); and (b) every observe summoning the Assembly which is supplied by ad— (i) need to include an explanatory statement complying with subsections (three) and (4); or (ii) should point out in which And the way a creditor or member entitled to show up at the Assembly may possibly obtain a replica in the explanatory statement. (two) If a recognize provided by advertisement states that a creditor or member entitled to attend the Conference could receive a copy of an explanatory assertion, the company must provide a duplicate of your assertion, free of charge, to a creditor or member applying within the method specified in the notice. (3) An explanatory statement— (a) need to clarify the effect of the arrangement or compromise; and (b) must condition— (i) any substance passions of your company’s administrators, irrespective of whether as administrators or as members or as creditors from the company or otherwise, underneath the arrangement or compromise; and (ii) the result from the arrangement or compromise on Those people interests, in as far as the impact differs from the impact on the like interests of other folks.
Cap 622 - Companies Ordinance 171 respect of whom the reserve director is nominated, the reserve director is usually to be viewed as a director of your company for all functions until eventually— (a) anyone is appointed as being a director on the company in accordance with its content; or (b) the reserve director resigns from the Workplace of director in accordance with section 464, whichever is the earlier. (five) The circumstances specified for your purposes of subsection (four) are— (a) that the nomination in the reserve director hasn't ceased to get result beneath subsection (2); and (b) that the reserve director is not really prohibited by regulation nor disqualified from performing like a director with the company. Section: 456 Restriction on system corporate staying director L.
Cap 622 - Businesses Ordinance 332 (4) An individual commits an offence if the person— (a) in purported compliance using a prerequisite imposed on the person beneath part 873— (i) produces any record or doc that is fake or misleading in a fabric unique; or (ii) presents any facts or rationalization that is false or misleading in a fabric particular; and (b) knows that, or is reckless as to whether or not, the record or document, or the information or explanation, is false or deceptive in a fabric certain. (5) Someone commits an offence if the person, with intent to defraud, in purported compliance which has a need imposed on the person under section 873— (a) provides any file or doc that is false or deceptive in a material individual; or (b) gives any info or rationalization that is false or misleading in a cloth distinct. (six) An officer or employee of the entire body corporate on which a requirement is imposed underneath segment 873 commits an offence Should the officer or worker, with intent to defraud, causes or lets your body corporate to, in purported compliance With all the need— (a) make any record or doc that is fake or misleading in a cloth specific; or (b) present any details or rationalization that is fake or misleading in a fabric individual. (7) Someone is not excused from complying by using a need imposed on the person underneath section 873 only on the ground that to take action may are likely to incriminate the individual. (8) A individual who commits an offence below subsection (1) is liable— (a) on conviction on indictment into a fine of $150000 and to imprisonment for 1 year; or (b) on summary conviction to your wonderful at amount five and to imprisonment for 6 months. (9) A one that commits an offence beneath subsection (2), (three), (5) or (6) is liable— (a) on conviction on indictment into a fine of $1000000 and to imprisonment for three years; or (b) on summary conviction to a good at amount 6 and also to imprisonment for six months.
Area: 784 Attraction versus conclusion to provide recognize L.N. 163 of 2013 03/03/2014 Within 3 weeks immediately after remaining served which has a see beneath portion 780(1)(b) for just a corporate name or for an authorized title in relation into a corporate identify, a registered non-Hong Kong company might appeal to the executive Appeals Board towards the decision to serve the see. Segment: 785 Change of permitted name L.N. 163 of 2013 03/03/2014 (1) A registered non-Hong Kong company may use, in composing, into the Registrar for change of the approved name, in relation to a corporate name, below which the company is to carry on company in Hong Kong. (2) An application have to be sent to the Registrar. (three) On acquiring an application for change of an authorised name, the Registrar will have to approve the new identify Except if satisfied the new identify— (a) is the same as or is too like— (i) a name that appears, or ought to have appeared, while in the Index of Company Names; or (ii) the title of a physique corporate incorporated or proven underneath an Ordinance; or (b) provides so misleading a sign of the character of your registered non-Hong Kong company’s functions in Hong Kong as being prone to result in hurt to the public. (four) If the Registrar approves a completely new title, the registered non-Hong Kong company may possibly deliver to the Registrar for registration a return, in the required type, specifying The brand new identify so permitted. (five) On acquiring a return, the Registrar have to, unless contented that the new title laid out in it can be the same as a reputation that seems, or should have appeared, from the Index of Company Names— (a) enter The brand new name in the businesses Sign up since the identify, in relation for the corporate identify, below which the registered non-Hong Kong company is to carry on business enterprise in Hong Kong; (b) create a note in the businesses Sign-up on the influence that there's a change of approved name;
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(two) Except if the deal is in composing, the company should ensure that— (a) the phrases from the deal are set out in a very written memorandum within just 15 times from your coming into into from the agreement; and (b) the memorandum is kept for the location at which the textbooks made up of the minutes of the directors’ meetings are retained. (three) If a company contravenes subsection (2), the company, and each accountable man or woman of the company, commit an offence, and each is liable into a great at degree 3. (4) A contravention of subsection (two) in relation to the deal won't impact the validity with the deal. (5) This portion doesn't exclude the Procedure of some other Ordinance or rule of legislation making use of to contracts among a company in addition to a director in the company. (six) With this portion— director(董事) includes a shadow director. (7) For the reasons of the portion, a body corporate is not to be thought to be a shadow director of any of its subsidiaries by company formations cause only that the directors, or maybe a the vast majority of the administrators, of your subsidiary are accustomed to act in accordance with its Instructions or Recommendations. Portion: 546 Money Secretary may amend certain sums or share figures
Any authorized proceedings that could have been commenced or continued by or versus it by its former title may be commenced or continued by or versus it by its new name. (6) If your company contravenes subsection (2) the company, and every accountable human being in the company, dedicate an offence, and every is liable to a high-quality at level 3 and, in the case of a continuing offence, to a further fantastic of $300 for on a daily basis throughout which the offence carries on. (7) In this particular portion— previous identify(前有名稱), in relation to the company restored to the businesses Sign up less than this Division, usually means the identify the company had quickly in advance of it had been dissolved. Area: 771 Registrar may possibly direct company to change exact same or comparable name etc.