hong kong company secretary exam Secrets



(5) If a registered non-Hong Kong company, or an officer or agent of the registered non-Hong Kong company, fails to adjust to an order less than subsection (4), the company, or maybe the officer or agent, commits an offence which is liable to your high-quality at level 5 and, in the situation of a continuing offence, to an additional great of $a thousand for daily during which the offence carries on. (six) In this part, a reference into a Licensed duplicate of any accounts is, In the event the accounts are usually not in English or Chinese, a reference to your certified translation from the accounts in English or Chinese. Part: 790 Administrators might revise accounts not complying with specific need

(two) The Registrar may do the act, or trigger the act to become carried out, as being the company’s or the liquidator’s or provisional liquidator’s consultant. (three) The Registrar might execute or indicator any appropriate instrument or document, adding a memorandum stating the Registrar has accomplished so as the company’s or perhaps the liquidator’s or provisional liquidator’s consultant. (4) An instrument or doc executed or signed via the Registrar underneath subsection (three) has exactly the same outcome as When the company, if still existing, experienced executed the instrument or document. Section: 758 Former director have to hold dissolved company’s textbooks and papers for 6 yrs

Cap 622 - Firms Ordinance 264 (two) To the uses of portion 703, the holder of shares is usually to be considered to be not getting exercised the legal rights to demand the offeror to obtain the shares unless, at any time ahead of the end with the period through which People rights are exercisable— (a) in the situation of the takeover offer that doesn't relate to shares of various courses, the shares that the offeror has, by advantage of acceptances with the give, acquired or contracted unconditionally to accumulate, with or without any other shares while in the company the offeror has obtained, or has contracted unconditionally to amass, represent at the very least 90% in number of the shares during the company; or (b) in the case of the takeover supply that pertains to shares of different courses, the shares of any course that the offeror has, by advantage of acceptances in the supply, obtained or contracted unconditionally to accumulate, with or with none other shares of that class that the offeror has obtained, or has contracted unconditionally to acquire, symbolize at least 90% in quantity of the shares of that class. Element: Division: 13 5 Compulsory Acquisition right after General Provide for Share Acquire-back

Cap 622 - Corporations Ordinance 290 (ii) a new Chinese name that is made of the Chinese characters “公司註冊編號” as its prefix, followed by the registration number of the company as stated in the certification of incorporation. (three) The Registrar will have to enter the new title in the businesses Sign up rather than the former identify. (4) The change of identify has result from your day on which The brand new title is entered in the Companies Sign up. (five) In 30 times once the date of coming into The brand new title in the Companies Sign-up, the Registrar— (a) will have to notify the company in crafting of— (i) the fact that the identify of your company is changed; (ii) The brand new name; and (iii) the day on which the change can take outcome below subsection (three); and (b) need to publish a see of that reality, The brand new title and that day within the Gazette. (six) A change of title underneath this segment does not influence any rights or obligations with the company or render faulty any authorized proceedings by or versus it. Any authorized proceedings that might have been commenced or continued by or towards it by its previous title might be commenced or ongoing by or from it by its new name. Segment: 773 Result of restoration on bona vacantia assets or correct L.N. 163 of 2013 03/03/2014 (1) The federal government may perhaps eliminate or otherwise handle any house or ideal vested in it under area 752(1), or an fascination in the residence or ideal, in the exact same manner as it might eliminate or if not take care of another assets or proper vested in it as bona vacantia, Regardless that the company can be restored to the Companies Sign up underneath this Division or area 290 of the businesses (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32).

Be cautious not to mix up a “company secretary” having a “secretary” who may well only handle clerical duties. An officially appointed company secretary of a company plays a way more Innovative job within the lawful routine maintenance of the company.

(2) Even so, wherever the arrangement will involve a normal give inside the which means of segment 707 or maybe a takeover give — (a) the customers comply with the arrangement if— (i) at a gathering of your associates summoned underneath part 670, members symbolizing at the very least seventy five% of your voting legal rights in the customers existing and voting, in individual or by proxy, conform to the arrangement; and (ii) the votes cast from the arrangement within the meeting don't exceed ten% of the full voting legal rights attached to all disinterested shares while in the company; (b) a class of members agrees to your arrangement if— (i) at a gathering of the class of customers summoned under area 670, associates symbolizing a minimum of 75% of your voting rights of the class of customers present and voting, in man or woman or by proxy, comply with the

L.N. 163 of 2013 03/03/2014 (1) A shown company could invest in back again its personal shares on the identified stock market or on an authorized stock exchange If your purchase-back again is licensed beforehand by resolution of your company. (2) The company should involve a memorandum from the terms of your proposed acquire-again Along with the recognize in the proposed resolution. (three) A resolution authorizing a acquire-back below this area is valid to the time period expiring around the day of the next yearly basic Conference with the company, and that period of time may be extended from the company at that yearly basic Assembly until the day of the next annual typical Conference. (four) With this portion— authorised stock exchange(核准證券交易所) usually means a stock exchange accredited for your uses of this part by recognize posted inside the Gazette by— (a) the Commission; and (b) the identified exchange company that operates the recognized inventory market on which the shares involved are listed.

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Cap 622 - Providers Ordinance 233 (a) the company’s registered Business; or (b) a prescribed put. (2) A company should notify the Registrar on the area at which the register of users is kept. The see should be in the desired type and shipped to the Registrar for registration inside of fifteen times after the sign-up is initially saved at that location. (3) A company must notify the Registrar of any change (aside from a change of the handle on the company’s registered Office environment) in the put at which the sign up of members is kept. The discover has to be in the required variety and sent to the Registrar for registration inside fifteen days once the change. (4) Subsection (two) will not need a company to notify the Registrar from the place at which the sign-up of users is held— (a) if, in the situation of a sign up that came into existence on or following the commencement date* of the portion, it's got always been held in the company’s registered Office environment; or (b) if— (i) straight away in advance of that commencement date*, the company stored a sign up for best llc formation company the purposes of section ninety five on the predecessor Ordinance; and (ii) on and after that commencement date*, that sign up is held as being a register of users for your reasons of section 627 with the position at which it was retained instantly ahead of that commencement day*.

(three) A letter have to be resolved— (a) to a licensed representative with the registered non-Hong Kong company whose essential aspects are revealed in the businesses Register; or (b) if no necessary facts of authorized Associates of the company are proven in the Companies Sign up, to anywhere of company recognized because of the company in Hong Kong. (four) The Registrar is just not necessary to ship a letter into the registered non-Hong Kong company under subsection (2)(a) In case the Registrar is in the view which the letter is unlikely being been given because of the company. Part: 798 Registrar may well strike off registered non-Hong Kong company’s title

Partnership: During this company, two or more people perform jointly they usually share their gains , losses and deal with each of the obligations.

(7) If a physique corporate is actually a member of the Keeping company of your body corporate, subsection (one) won't protect against your body corporate from accepting or Keeping further more shares in the holding company if These shares are allotted to your body corporate as completely paid up like a consequence of a capitalization of reserves or gains through the Keeping company. (eight) If a company will make a proposal of shares to its users, the company— (a) might sell, on behalf of any of its subsidiaries, any these shares that the subsidiary could, but for this portion, have taken by virtue of shares while in the company that are previously held because of the subsidiary; and (b) may pay into the subsidiary the proceeds in the sale. (9) Though a body corporate is really a member of the Keeping company of your body corporate, it has no appropriate to vote at — (a) conferences in the Keeping company; or (b) conferences of any class of associates in the Keeping company. (10) Subsection (9) isn't going to utilize if the body corporate is this kind of member within the conditions explained in subsection (two). (eleven) On this area, a reference to the system corporate includes a nominee for the human body corporate. (twelve) On this area, a reference to shares, in relation to some Keeping company That could be a company restricted by assurance or an unlimited company, involves the interest in the company’s users, whatever the type of the desire and if the company contains a share money. Section: 114 Notifying Registrar of boost in number of customers of company limited by assurance

L.N. 163 of 2013 03/03/2014 (one) A company may well notify just about every member or likely member to provide the company a see of intent under subsection (3). (two) A notification to a member or likely member— (a) have to be offered in writing; and (b) have to be given in relation to some monetary year. (three) In reaction to some notification, a member or probable member may well give the company a notice of intent to— (a) ask for— (i) both a replica from the reporting documents or a replica of the summary financial report; or (ii) none of Individuals copies; and (b) in the case of paragraph (a)(i), ask for the duplicate to get despatched through the company in challenging copy type, in Digital sort, or by which makes it accessible on a web site. (four) A member or prospective member may only make a request beneath subsection (3)(b) in response to a notification for a copy in the reporting paperwork or a replica in the summary monetary report to be sent in Digital sort or by which makes it available on a website In the event the company has presented, from the notification, the member or potential member an option to request the duplicate to be so despatched. (five) If a detect of intent is been given by the company at the very least 28 days ahead of the initially date on which a replica of the reporting files for that money 12 months is sent to the member beneath segment 430, the discover of intent has effect in relation to that money 12 months, and every subsequent money yr, till it ceases to have influence by advantage of subsection (seven). (six) If a detect of intent is been given from the company fewer than 28 times before the 1st day on which a replica from the reporting paperwork to the economic year is distributed to a member below section 430— (a) the discover of intent has impact in relation to every money yr subsequent to that economical 12 months until finally it ceases to have effect by virtue of subsection (seven); and (b) the member or likely member would be to be considered to be— (i) possessing asked for a copy from the summary economical report to the economical year; and (ii) obtaining requested the summary money report back to be despatched from the company in tough duplicate form.

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