A Secret Weapon For hong kong listing rules company secretary

A company secretary is often described as the company’s govt, whose primary purpose is making sure that the enterprise and its functions comply with all statutory rules and polices established during the Hong Kong Corporations Ordinance.

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Cap 622 - Providers Ordinance 342 (b) to offer notice into the Registrar of any matter. (2) The Registrar, or possibly a member or creditor on the company, may provide a observe on the company or officer demanding the company or officer to adjust to the need. (3) In the event the company or officer fails to create fantastic the contravention inside of fourteen days after service of your see, the Courtroom may, on software with the Registrar, or by a member or creditor in the company, make an order— (a) in the case of the contravention with the company, directing the company and any officer of your company to help make excellent the contravention within the time laid out in the buy; or (b) in the situation of a contravention from the officer, directing the officer for making great the contravention in the time laid out in the get.

(1) An existing company need not comply with any provision of this Ordinance requiring the company’s register of company secretaries to consist of particulars added to People expected from the predecessor Ordinance until finally— (a) the day to which the company would make up its 1st annual return manufactured around a day on or once the commencement day* of section 650; or (b) In the event the company fails to take action, the final day to which the company ought to have made up that return. (2) Unless the existing company is really a company shaped and registered less than a provision of your predecessor Ordinance having a continuing result beneath this Plan or by virtue of segment 23 in the Interpretation and General Clauses Ordinance (Cap 1), subsection (1) isn't going to use in relation into a company secretary of whom particulars are initially registered on or following the commencement date* of part 650 (if the company secretary was appointed prior to, on or following that day).

N. 163 of 2013 03/03/2014 (one) The certification by a company of the instrument of transfer of shares in the company— (a) is often a illustration through the company to anyone acting within the faith on the certification that paperwork have been produced towards the company that proof title towards the shares from the transferor named in the instrument; and (b) isn't a illustration that the transferor has any title on the shares. (two) If somebody functions within the faith of the Bogus certification by a company built negligently, the company is under the similar legal responsibility to the individual as When the certification were designed fraudulently. (three) With the purposes of this segment, an instrument of transfer is Accredited by a company if it bears— (a) the phrases “certificate lodged”, or phrases to the same impact, in English or Chinese; and (b) below or adjacent to those words and phrases, the signature or initials of someone getting the particular or obvious authority to certify transfers on behalf from the company. (4) Except the Opposite is proved, a signature or initials showing on an instrument of transfer as referred to in subsection (3)(b) have to be regarded— (a) because the signature or initials of the person whose signature or initials they purport being; and (b) as possessing been placed on the instrument by that particular person or by An additional person who has the particular or clear authority to use the signature or initials for the objective of certifying transfers on behalf from the company. Area: one hundred fifty five Concern of share certificate on transfer L.N. 163 of 2013 03/03/2014 (1) Throughout the time period laid out in subsection (2), a company will have to comprehensive the certificates for just about any of its shares which might be transferred and also have the certificates Prepared for supply. (2) The period of time is— (a) for A personal company, two months following the working day on which the transfer is lodged Along with the company;

Part 64A on the predecessor Ordinance, as in drive quickly prior to its repeal, proceeds to apply to an attachment of legal virgin islands company formation rights to a class of shares prior to the commencement day* of segment 184. 31. Variation of class legal rights: corporations with out a share capital

, as thing to consider available of residence of company); (g) just about anything carried out less than an arrangement created amongst a company and its creditors that's binding around the creditors as a result of area 254 of the businesses (Winding Up and Miscellaneous Provisions) Ordinance

Segment 85 of your predecessor Ordinance, as in power straight away in advance of its repeal— (a) proceeds to apply in relation to an application created by a company, the mortgagee, or the person entitled to your charge, prior to the commencement day* of Division five of Portion eight for the needs of that section eighty five; and (b) proceeds to use, by advantage of part ninety one of the predecessor Ordinance as so in drive, in relation to an software created by a non-Hong Kong company registered beneath Portion XI of your predecessor Ordinance, the mortgagee, or the individual entitled into the demand, before that commencement day* for the functions of that segment 85. 70. Extension of your time for registration and rectification of sign-up of fees

Part: 755 Courtroom might make vesting buy L.N. 163 of 2013 03/03/2014 (1) On software by a one who— (a) statements an desire in any property or appropriate disclaimed under part 753; or (b) is topic to your liability in respect of these assets or proper that's not discharged through the disclaimer, the Court docket might make an buy for your vesting in the assets or right in, or its shipping and delivery to, someone entitled to it, or somebody topic to your legal responsibility stated in paragraph (b), or simply a trustee for an individual so entitled or topic. (two) An buy can be built over the conditions that the Court docket thinks in good shape. (three) An purchase with the vesting of the property or ideal in, or its shipping and delivery to, an individual matter into a liability stated in subsection (one)(b), or maybe a trustee for the person, may possibly only be built if it seems to the Court that it would be just to take action for the goal of compensating the person in respect with the disclaimer. (4) On the making of the get with the vesting of the residence or appropriate in, or its shipping and delivery to, an individual, the assets or suitable is vested in the individual without the need of conveyance, assignment or transfer. Portion: 756 Liabilities of administrators and so on. of dissolved company go on L.N. 163 of 2013 03/03/2014 Even though a company is dissolved less than this Portion, the liability (if any) of each director, supervisor and member with the company continues and could be enforced as If your company experienced not been dissolved. Section: 757 Registrar may well work as dissolved company’s or liquidator’s consultant

The corporate secretary also manages the compliance position in the company. And acts as a mediator involving the company's shareholders and directors.

(five) In a variation of course legal rights Conference, any member current in human being or by proxy could desire a poll. (6) To the uses of the part— (a) any amendment of the provision in a company’s content to the variation from the rights of a class of members, or the insertion of this kind of provision into your content articles, is by itself being viewed as a variation of All those legal rights; and (b) a reference to your variation of your legal rights of a category of customers incorporates the abrogation of Those people rights.

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The same as on an airplane, All those in first class obtain further treatment and a spotlight, whilst those in overall economy acquire considerably less but at the conclusion of the working day, all passengers depart and obtain for their selected place concurrently.

L.N. 163 of 2013 03/03/2014 (one) A company may well notify every single member or prospective member to provide the company a detect of intent beneath subsection (three). (2) A notification into a member or possible member— (a) needs to be provided in writing; and (b) need to be given in relation to a financial calendar year. (3) In response to your notification, a member or possible member may provide the company a notice of intent to— (a) ask for— (i) both a replica in the reporting paperwork or a replica from the summary economical report; or (ii) none of All those copies; and (b) in the situation of paragraph (a)(i), request the copy to generally be despatched with the company in tough duplicate sort, in electronic variety, or by rendering it accessible on a website. (four) A member or opportunity member may only make a request below subsection (3)(b) in reaction to a notification for a copy of the reporting files or a replica with the summary money report to be sent in electronic type or by which makes it offered on an internet site In case the company has presented, in the notification, the member or probable member an choice to ask for the copy to get so sent. (five) If a detect of intent is gained from the company at the least 28 days before the to start with day on which a copy of the reporting files to the economic year is distributed to some member less than part 430, the recognize of intent has effect in relation to that economical yr, and each subsequent fiscal year, right until it ceases to own result by advantage of subsection (7). (six) If a see of intent is gained because of the company lower than 28 times before the to start with date on which a duplicate of the reporting paperwork for the economical 12 months is distributed to some member below part 430— (a) the discover of intent has influence in relation to every money year subsequent to that economical yr right until it ceases to get influence by virtue of subsection (7); and (b) the member or possible member should be to be thought to be— (i) acquiring asked for a duplicate with the summary monetary report for that economic calendar year; and (ii) possessing requested the summary fiscal report back to be despatched via the company in really hard copy type.