5 Simple Techniques For hong kong company secretary's practice manual

(three) Even with subsection (two)— (a) a company might enter into your transaction with just the prescribed acceptance of its users If your holding company is incorporated outdoors Hong Kong; and (b) a company may perhaps enter into the transaction with only the prescribed approval of your holding company’s associates if it is a completely owned subsidiary in the holding company, as well as Keeping company is incorporated in Hong Kong. Part: 501 Specified company will have to not make quasi-loan and so forth. to director

(4) Before publishing a see underneath this area, the company will have to— (a) deliver a copy of your notice into the regarded exchange company that operates the stock sector on which the shares anxious are listed; and (b) get hold of a certification from a certified officer of that exchange company the copy is being exhibited in accordance with subsection (five). (5) A regarded exchange company have to exhibit a replica of the discover gained underneath subsection (four)(a) in the conspicuous area on the premises on which the stock market operates or make the detect offered on its Formal Web site to get a period of at the very least— (a) one particular month, for just a detect that's not necessary to be printed underneath subsection (two)(b); or (b) three months, to get a discover that is required to become printed less than subsection (two)(b). (six) To the functions of subsection (5), a failure to generate a replica of a observe readily available on an exchange company’s official website all through a interval talked about in that subsection will be to be disregarded if— (a) the see is designed obtainable on the web site for Portion of that time period; and (b) the failure is wholly attributable to instances that it wouldn't be sensible to have envisioned that exchange company to stop or steer clear of. (seven) If the application was made by an qualified one who isn't the registered holder of your shares and doesn't have the registered holder’s consent to make the applying, the mentioned company— (a) should serve a replica of the detect under this segment about the registered holder by sending it by registered article on the registered holder’s last deal with appearing inside the register of customers from the company; and (b) ought to not publish the detect less than this segment right until at the very least 3 months following the working day on which the duplicate was served. (eight) With this portion—

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Cap 622 - Businesses Ordinance 215 the associates who requested the meeting, or any of them symbolizing more than one half of the total voting legal rights of all of these, may well them selves simply call a common meeting. (two) In the event the requests received through the company identify a resolution which will appropriately be moved and is intended to get moved at the meeting, the observe in the Assembly ought to include observe with the resolution. (three) The meeting has to be termed to get a date not greater than three months following the date on which the administrators become issue for the need to phone a meeting. (4) The Conference must be referred to as in the exact same way, as virtually as is possible, as that by which that Assembly is required to become referred to as by the administrators of your company.

A discover that was served under portion 337B with the predecessor Ordinance, as in force quickly before its repeal, and that was in pressure instantly prior to the commencement day of Division 4 of Element 16, carries on in force and it has result as if it were being a notice served underneath portion 780. 136. Recognize of cessation of spot of business in Hong Kong

Cap 622 - Corporations Ordinance 152 Part: 410 Certified privileges L.N. 163 of 2013 03/03/2014 (1) Within the absence of malice, an auditor of a company is just not liable to any action for defamation with the fit of anyone in respect of any assertion produced by the auditor during the course of performing duties as auditor from the company. (two) While in the absence of malice, someone isn't liable to any action for defamation at the suit of any person in respect of the publication of any document— (a) well prepared by an auditor of the company in the course of carrying out duties as auditor of your company; and (b) necessary by this Ordinance— (i) to become sent to the Registrar; or (ii) to become sent to any member on the company or every other man or woman. (3) This section won't limit or influence almost every other right, privilege or immunity that an auditor of the company, or another human being, has as defendant within an action for defamation. (4) During this part, a reference to undertaking duties as auditor of the company consists of— (a) producing a cessation statement, supplying the assertion for the company, and requesting the company to adjust to the need specified in section 422(5) in relation towards the statement; and (b) making a statement of circumstances, and providing the assertion for the company. Segment: 411 Legal rights in relation to general Assembly L.N. 163 of 2013 03/03/2014 (one) Someone appointed as auditor of the company is entitled— (a) to attend any on the company’s general meetings; and (b) to become heard, at any with the company’s typical meetings, on any Section of the business enterprise of your Assembly that fears the individual as auditor with the company. (2) A person’s entitlement underneath subsection (one)(a) or (b) is, if the individual is usually a business or system corporate, exercisable by a natural man or woman licensed by the individual to act as the person’s consultant within the Assembly.

Cap 622 - Providers Ordinance 369 administrators. (three) A reference to share high quality can be a reference to any residual share capital in relation into the share. (4) A reference to the ideal to the return of funds with a share is often a reference to the ideal to your return of money of a price equal to the quantity compensated in respect with the nominal price of the share. (5) A reference to a distribution within a winding up in proportion towards the cash paid up on the share is actually a reference to a distribution inside a winding up in proportion to the quantity compensated in regard from the nominal price of the share. (6) A reference for the aggregate par or nominal price of the company’s issued share cash is often a reference to that mixture as it existed immediately prior to the commencement day* of area 135 and— (a) amplified to acquire account with the nominal price of any shares issued on or following that commencement date*; and (b) diminished to acquire account with the nominal value of any shares cancelled on or after that commencement day*.

Managing administrative mails (if you employ their Registered Workplace – Take note it is suggested to do so as your Company Secretary will often update you and inform you what to do with these types of mails).

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(five) For that applications of subsection (1)(b)(ii), a reference to the proper to appoint or take away a majority of a board of administrators is usually a reference to the right to appoint or clear away administrators holding a vast majority from the voting legal rights at meetings of the directors on all issues or on significantly all issues. (6) To the reasons of subsection (five)— (a) in pinpointing irrespective of whether an enterprise has the best to appoint or eliminate a director, a right that may be exercisable only with Yet another individual’s consent is usually to be disregarded unless no other man or woman has the right; and (b) an endeavor has the appropriate to appoint a director if— (i) it automatically follows from an individual’s appointment as being a director of your undertaking that the individual is appointed as being a director of that other enterprise; or (ii) the directorship is held through the undertaking alone. (seven) To the reasons of subsection (two), an endeavor does not have any proper to exercising a dominant impact over A further undertaking Unless of course— (a) it has a right to present Instructions with regard into the operating and economical insurance policies of that other endeavor; and (b) that other endeavor’s directors are, or possibly a the greater part of these is, obliged to comply with the directions, if the Instructions are for that other undertaking’s profit. 3. Provisions supplementary to part 2 of this Schedule

Portion: 691 Shares to which takeover provide relates L.N. 163 of 2013 03/03/2014 (one) For the reasons of this Division, if, following a takeover present is built but before the stop from the offer period, the offeror acquires, or contracts unconditionally to amass, any of the shares to which the present relates but won't do so by virtue of acceptances of your supply, Those people shares will not be to become viewed as shares to which the give relates. This subsection has effect matter to subsection (two). (two) For that needs of the Division, those shares are to get considered to be shares to which the takeover offer relates, and the offeror will be to be viewed as owning obtained or contracted to acquire them by virtue of acceptances of that supply, if— (a) the value in the consideration for which the shares are obtained, or contracted to generally be obtained, at enough time on the acquisition or contract, isn't going to exceed the worth in the consideration laid out in the conditions of that supply; or (b) Individuals terms are subsequently revised to ensure that when the revision is announced, the worth in the consideration for which the shares are obtained, or contracted for being obtained, at enough time from the acquisition or deal, no

It is usually noteworthy that any business enterprise which isn't going to retain the services of a reliable company secretary might not be listed within the Stock Exchange.

Cap 622 - Businesses Ordinance 182 Segment: 488 Director or previous director associated with human body corporate L.N. 163 of 2013 03/03/2014 (one) To the functions of the Part, a director or former director is associated with a human body corporate if— (a) the director or previous director, or any one or more in the entities laid out in subsection (three), or the director or previous director along with any a number of of Individuals specified entities, are entitled to physical exercise, or Regulate the workout of, much more than 30% on the voting ability at any typical Conference of that entire body corporate; or (b) the directors, or simply a greater part of the administrators, of that body corporate are accustomed to act in accordance Along with the Instructions or instructions of— (i) the director or former director; or (ii) an entity connected Using the director or former director. (two) Within this section, a reference to voting electrical power the physical exercise of that's controlled by a director or previous director, or by an entity laid out in subsection (3), includes voting energy the exercise of that is controlled by another overall body corporate When the director or previous director, or any one or more of the specified entities, or the director or previous director together with any a number of of the specified entities, are entitled to exercising, or Manage the exercise of, in excess of 50% of your voting electric power at any standard Conference of that other system corporate.