The Basic Principles Of company secretary hong kong qualification

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Cap 622 - Corporations Ordinance 264 (two) To the functions of segment 703, the holder of shares would be to be viewed as not acquiring exercised the rights to have to have the offeror to obtain the shares Except, at any time before the finish from the time period during which Individuals legal rights are exercisable— (a) in the situation of the takeover offer that doesn't relate to shares of various lessons, the shares the offeror has, by virtue of acceptances of the supply, acquired or contracted unconditionally to amass, with or with no other shares within the company that the offeror has acquired, or has contracted unconditionally to acquire, symbolize at the very least ninety% in variety of the shares within the company; or (b) in the situation of the takeover offer that relates to shares of different lessons, the shares of any class that the offeror has, by advantage of acceptances in the provide, obtained or contracted unconditionally to accumulate, with or without any other shares of that class the offeror has obtained, or has contracted unconditionally to amass, stand for a minimum of ninety% in number of the shares of that class. Component: Division: 13 5 Obligatory Acquisition following Normal Supply for Share Buy-back

(1) An existing company need not adjust to any provision of the Ordinance necessitating the company’s sign up of company secretaries to incorporate particulars extra to People demanded by the predecessor Ordinance until finally— (a) the date to which the company tends to make up its very first once-a-year return manufactured approximately a date on or once the commencement date* of section 650; or (b) If your company fails to do so, the last date to which the company should have created up that return. (2) Until the present company is a company shaped and registered less than a provision from the predecessor Ordinance getting a continuing influence below this Plan or by virtue of portion 23 with the Interpretation and Typical Clauses Ordinance (Cap 1), subsection (1) does not implement in relation to your company secretary of whom particulars are to start with registered on or after the commencement date* of part 650 (whether or not the company secretary was appointed ahead of, on or following that day).

(6) Wherever the offence will not be an offence constituted by a failure to complete an act or factor— (a) no proceedings will likely be instituted towards the individual in respect of that offence if, throughout the time period laid out in a observe beneath subsection (one) or that time period as prolonged underneath subsection (3), the person pays to the Registrar the amount specified in the recognize; or (b) proceedings can be instituted against the individual in respect of that offence if, throughout the period laid out in a notice less than subsection (one) or that period of time as extended underneath subsection (3), the person has not paid out on the Registrar the amount specified in the see. (7) The payment of the total laid out in a see specified to a person beneath subsection (1) is not to be considered an admission by the person of any liability to the offence alleged inside the detect to have already been committed by the person.

(one) Except where the company is A personal company possessing a share cash, if the money yr (as described in part 2(1) with the predecessor Ordinance) on the company begins ahead of the commencement date* of area 662 and finishes on or following that day— (a) sections 107 and 109 on the predecessor Ordinance, as in force immediately before their repeal, proceed to apply in relation on the company for that fiscal year; and (b) area 662 applies in relation into the company for the first money 12 months that starts on or after that commencement date* and all subsequent fiscal several years.

Cap 622 - Providers Ordinance 369 administrators. (three) A reference to share premium is usually a reference to any residual share money in relation on the share. (4) A reference to the appropriate into a return of funds on a share is often a reference into a suitable to some return of capital of a value equivalent to the quantity paid in respect from the nominal worth of the share. (five) A reference into a distribution inside of a winding up in proportion on the capital compensated up with a share can be a reference to the distribution inside of a winding up in proportion to the amount compensated in regard of the nominal worth of the share. (six) A reference for the combination par or nominal value of the company’s issued share cash is usually a reference to that mixture since it existed promptly ahead of the commencement day* of portion a hundred thirty five and— (a) increased to just take account of your nominal price of any shares issued on or after that commencement date*; and (b) minimized to take account in the nominal value of any shares cancelled on or after that commencement day*.

Cap 622 - Organizations Ordinance a hundred and sixty (i) was charged While using the responsibility of ensuring that subsection (one) was complied with; and (ii) was ready to discharge that obligation; and (b) It's not a defence to ascertain the financial statements or report was not in truth geared up as demanded by this Ordinance. Area: 430 Company need to send out copies of financial statements etc. to users prior to typical Assembly

Corporate secretaries oversee regulatory responsibilities of firms. This involves assisting the board of administrators in understanding and Assembly all relevant regulatory challenges, making sure the corporation operates inside the bounds from the regulation.

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(3) A letter have to be tackled— (a) to a licensed agent from the registered non-Hong Kong company whose demanded particulars are revealed in the Companies Register; or (b) if no essential details of authorized Reps with the company are shown in the Companies Register, formation company set my company up to anywhere of business set up via the company in Hong Kong. (four) The Registrar is just not needed to send out a letter to your registered non-Hong Kong company under subsection (2)(a) In the event the Registrar is with the feeling which the letter is unlikely for being obtained through the company. Segment: 798 Registrar may perhaps strike off registered non-Hong Kong company’s title

Corporate secretaries are ultimately answerable for the authorized filings of businesses, like disclosures to shareholders, annual and quarterly earnings and account facts, and tax obligations. They seek advice from with board customers and make …Browse additional

(1) Portion fifty seven in the predecessor Ordinance, as in drive straight away in advance of its repeal, continues to use towards the payment of desire by a company Should the Specific resolution under paragraph (a) from the proviso to that area authorizing the payment was handed before the repeal, regardless of once the sanction in the courtroom for that payment is obtained. (two) Without restricting subsection (1), the company might charge interest to capital in accordance with portion fifty seven from the predecessor Ordinance if— (a) fascination was paid out by a company in accordance with that segment just before its repeal, although not charged to cash; or (b) desire is compensated by a company after the repeal in accordance using a Specific resolution passed under paragraph (a) with the proviso to that portion before the repeal, in spite of once the sanction of your court docket for that payment is received.

Cap 622 - Organizations Ordinance 154 Element: Division: Subdivision: 9 5 five Auditor’s Legal responsibility L.N. 163 of 2013 03/03/2014 Area: 415 Avoidance of provisions preserving auditor from liability L.N. 163 of 2013 03/03/2014 (1) This segment relates to a provision contained within a company’s content articles, or in a very contract entered into by a company, or otherwise. (two) If a provision purports to exempt an auditor with the company from any liability that could in any other case attach to your auditor in connection with any negligence, default, breach of responsibility or breach of belief developing from the course of overall performance of the duties as auditor in relation to the company, the provision is void. (three) If, by a provision, the company right or indirectly offers an indemnity for an auditor of the company, or an auditor of the connected company from the company, against any legal responsibility attaching towards the auditor in reference to any negligence, default, breach of responsibility or breach of have confidence in occurring while in the course of efficiency of the duties as auditor in relation on the company or connected company (as the situation could be), the provision is void. (four) Subsection (3) isn't going to stop a company from getting out and keeping in power insurance coverage for an auditor of the company, or an auditor of an affiliated company from the company, from— (a) any legal responsibility to anyone attaching for the auditor in reference to any carelessness, default, breach of responsibility or breach of have confidence in (apart from fraud) developing within the course of functionality of your duties of auditor in relation towards the company or related company (as the case can be); or (b) any legal responsibility incurred from the auditor in defending any proceedings (no matter if civil or criminal) taken against the auditor for almost any carelessness, default, breach of responsibility or breach of believe in (such as fraud) happening inside the course of overall performance in the duties of auditor in relation on the company or associated company (as the case could be).