The Basic Principles Of company secretary hong kong qualification

seven. An annual return under segment 662(3) needs to be accompanied by— (a) copies from the paperwork required to be sent to each member from the company under area 430, Qualified by a director or company secretary on the company to generally be legitimate copies; and (b) if any from the paperwork outlined in paragraph (a) is in the language aside from English or Chinese, a Qualified translation (to get annexed to that document) in English or Chinese of your document. Schedule: seven Offences in regard of which Proceedings not Instituted beneath Selected Problems

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Cap 622 - Businesses Ordinance eighty one of your company. (2) The company will have to involve Using the discover on the proposed resolution— (a) a replica with the doc that contains the proposed basic present; and (b) an announcement, signed by the administrators on the company, containing information that would empower an affordable man or woman to variety a legitimate and justifiable feeling as into the deserves from the supply. (three) If, under the proposed standard give, a member of the company could possibly be compelled to eliminate the member’s shares under Division 5 of Component thirteen (compulsory acquisition right after typical offer for share acquire-back again)— (a) the company have to appoint an independent investment decision adviser to recommend users who might be impacted via the compulsory disposal over the merits of the offer; and (b) the resolution authorizing the give have to be a Unique resolution on which no non-tendering member votes. (4) Anyone is eligible for appointment as an financial commitment adviser underneath subsection (three)(a) only if— (a) the individual is a company licensed to carry on, or a licensed money institution registered for carrying on, a business in advising on securities or advising on corporate finance below Part V from the Securities and Futures Ordinance (Cap 571); and (b) the individual is neither— (i) a member, officer, shadow director or staff in the company building the general give or of the connected company of that company; nor (ii) an related company of the company earning the general supply.

Cap 622 - Businesses Ordinance 259 for a longer time exceeds the worth from the consideration laid out in Individuals phrases. (three) To the applications of this Division, shares that an associate in the offeror, or simply a nominee over the offeror’s behalf, retains, or has contracted, unconditionally or subject to situations becoming satisfied, to acquire, whether at the day on the takeover offer or subsequently, are usually not for being viewed as shares to which that supply relates, even though that provide extends to People shares. This subsection has influence matter to subsection (4). (4) For your applications of the Division, where, following a takeover offer you is designed but before the conclusion of the provide period, an associate of the offeror, or maybe a nominee to the offeror’s behalf, acquires, or contracts unconditionally to amass, any of your shares to which the present relates, the shares are to be thought to be shares to which the present relates if— (a) the value from the thought for which the shares are obtained, or contracted to be obtained, at some time of your acquisition or deal, does not exceed the worth from the consideration specified in the terms on the provide; or (b) These phrases are subsequently revised to ensure that if the revision is introduced, the worth of the thought for which the shares are acquired, or contracted for being obtained, at enough time in the acquisition or agreement, now not exceeds the value in the thing to consider laid out in Those people phrases. Area: 692 Revised offer you to not be considered new offer L.N. 163 of 2013 03/03/2014 To the reasons of this Division, a revision with the terms of a proposal to acquire shares is never to be viewed as the producing of a fresh new give if— (a) the phrases from the present make provision for— (i) their revision; and (ii) acceptances about the preceding conditions to be addressed as acceptances about the revised terms; and (b) the revision is built in accordance with that provision. Section: Division: Subdivision: thirteen four 2 “Squeeze-out” L.N. 163 of 2013 03/03/2014 Part: 693 Offeror may well give recognize to acquire out minority shareholders L.N. 163 of 2013 03/03/2014 (one) If, in the situation of a takeover present that doesn't relate to shares of different courses, the offeror has, by advantage of acceptances with the give, acquired, or contracted unconditionally to acquire, no less than ninety% in range of the shares to which the supply relates, the offeror may well give detect to your holder of another shares to which the present relates the offeror needs to acquire These shares.

Remarks: Not still in operation (1) If the Registrar is to make a shielded deal with accessible for community inspection beneath portion 55(1), he / she have to proceed just as if— (a) a notice had been delivered to the Registrar for registration underneath part 645(4) stating which the correspondence address in the director is changed towards the guarded deal with; or (b) a return were delivered to the Registrar for registration below section 791 stating the correspondence deal with of the director is changed into the protected tackle. (2) The Registrar should give created discover of having completed so— (a) to the director; and (b) towards the company. (three) A penned recognize need to also state the decision date in relation to the protected tackle. (4) A prepared detect under subsection (two)(a) needs to be despatched to your director— (a) at the secured address; or (b) if it seems for the Registrar that service for the protected tackle is probably not powerful to provide it towards the observe in the director, at the applicable correspondence deal with of the director. (5) On receipt of a composed notice, the company need to enter the safeguarded handle in its register of directors since the correspondence deal with from the director. (6) If, inside 5 decades just after the choice date for your secured tackle, the director notifies the company of A different tackle as her or his regular household deal with— (a) the company ought to enter that other deal with in its sign-up of administrators as the same old residential address as well as the correspondence handle on the director; and (b) the company must proceed Together with the recognize or return under segment 645(four) or 791 as If your correspondence deal with of the director was also changed to that other tackle.

Cap 622 - Companies Ordinance ninety four (Cap 32) (arrangement, when binding on creditors). Portion: 278 Principal reason exception L.N. 163 of 2013 03/03/2014 This Division will not prohibit a company from offering money guidance for the purpose of the acquisition of the share during the company or its Keeping company or for the purpose of minimizing or discharging a legal responsibility incurred for these types of an acquisition if— (a) either— (i) the company’s principal purpose in giving the assistance isn't to give it for the goal of the acquisition of a share from the company or its holding company or for the purpose of cutting down or discharging a legal responsibility incurred for this sort of an acquisition; or (ii) the giving with the help for the goal of the acquisition of a share within the company or its Keeping company or for the objective of lowering or discharging a legal responsibility incurred for such an acquisition is barely an incidental Component of some greater objective on the company; and (b) the assistance is supplied in great faith from the pursuits of your company. Segment: 279 Exception for money lending enterprises L.N. 163 of 2013 03/03/2014 Issue to section 282, this Division isn't going to prohibit the lending of cash by a company in the standard course of enterprise Should the lending of cash is part in the standard business in the company. Portion: 280 Exception for worker share schemes L.N. 163 of 2013 03/03/2014 (1) Matter to part 282, this Division does not prohibit— (a) the giving by a company, in excellent faith inside the interests in the company, of monetary aid with the purposes of the employee share plan; or (b) the offering of monetary guidance by a company to the functions of, or in connection with, everything carried out because of the company or An additional company in the identical group of companies with the uses of enabling or facilitating transactions in shares while in the company or its holding company between, and involving the acquisition of beneficial possession of All those shares by— (i) individuals utilized or previously employed in good faith by that company or One more company in precisely the same team of businesses; or (ii) spouses, widows, widowers, or insignificant little ones of persons referred to in subparagraph (i).

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Section: 755 Courtroom may perhaps make vesting get L.N. 163 of 2013 03/03/2014 (one) On application by a one that— (a) statements an desire in any property or correct disclaimed under portion 753; or (b) is topic to some liability in regard of such assets or suitable that is not discharged because of the disclaimer, the Courtroom may well make an get with the vesting of your residence or proper in, or its delivery to, anyone entitled to it, or someone matter on the liability talked about in paragraph (b), or possibly a trustee for somebody so entitled or subject. (2) An purchase may be designed around the conditions which the Court thinks healthy. (three) An order for your vesting of a residence or appropriate in, or its shipping and delivery to, someone issue to your liability pointed out in subsection (1)(b), or even a trustee for the individual, may well british virgin islands company formation only be created if it seems to your Court docket that it would be just to do so for the goal of compensating the person in regard with the disclaimer. (four) Around the making of the buy for the vesting of a home or correct in, or its shipping and delivery to, anyone, the residence or suitable is vested in the individual without conveyance, assignment or transfer. Section: 756 Liabilities of administrators and many others. of dissolved company go on L.N. 163 of 2013 03/03/2014 Despite the fact that a company is dissolved under this Element, the legal responsibility (if any) of each director, supervisor and member with the company continues and may be enforced as When the company experienced not been dissolved. Part: 757 Registrar may work as dissolved company’s or liquidator’s consultant

(four) If a company contravenes subsection (one), the company, and each liable person in the company, commit an offence, and each is liable to a fantastic at amount 4 and, in the case of the continuing offence, to an extra good of $700 for every day throughout which the offence proceeds. (five) On this section— small business working day(營業日) implies per day on which a acknowledged stock marketplace is open up with the business enterprise of working in securities. Part: 324 Court docket purchase for supply of debenture or certification for debenture stock

Portion: 469 Permitted indemnity provision L.N. 163 of 2013 03/03/2014 (1) Section 468(3) doesn't utilize to some provision for indemnity from liability incurred from the director into a third party When the requirements specified in subsection (2) are met in relation into the provision. (two) The provision should not provide any indemnity against— (a) any liability of the director to pay— (i) a fine imposed in legal proceedings; or (ii) a sum payable by way of a penalty in respect of non-compliance with any prerequisite of a regulatory character; or (b) any legal responsibility incurred from the director— (i) in defending felony proceedings during which the director is convicted; (ii) in defending civil proceedings introduced with the company, or an involved company with the company, by which judgment is presented versus the director; (iii) in defending civil proceedings brought on behalf from the company by a member on the company or of the involved company from the company, through which judgment is given towards the director; (iv) in defending civil proceedings brought on behalf of the related company from the company by a member on the linked company or by a member of an linked company with the affiliated company, wherein judgment is specified versus the director; or (v) in reference to an software for relief below segment 358 in the predecessor Ordinance or segment 903 or 904 by which the Courtroom refuses to grant the director aid. (3) A reference in subsection (2)(b) to some conviction, judgment or refusal of reduction will be to the final determination while in the proceedings.

(eight) Subsection (six) will not render defective any authorized proceedings by or towards the registered non-Hong Kong company. If you can find any authorized proceedings Which may are actually commenced or ongoing by or versus that company via the corporate name or the outdated permitted title, Individuals proceedings could possibly be commenced or continued by or from it by The brand new approved identify in relation to the corporate identify. Portion: Division: 16 five Approved Representatives of Registered Non-Hong Kong Businesses

Portion 69 with the predecessor Ordinance (so far as it pertains to a transfer of shares), as in force instantly just before its repeal, continues to use into a transfer lodged prior to the commencement day* of area 151. 23. Challenge of share certification on transfer

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