Respondents may submit their comments for phase one of the consultation on or before 9 November Transferees would be bound by notices given to members prior to the transfer, in respect of the shares transferred.
Under the proposed IPC Regulation: Quorum The quorum for board meetings would remain as two people, but directors could no longer fix a quorum less than fstb companies ordinance re write anime people.
The four new words and expressions to be included in the Proposed SN Order are: The rights and responsibilities of alternate directors would be included in the Schedule 1 Articles as well as the manner in which they are appointed, removed and terminated.
There are five parts to the proposed IPC Regulation. Table E is for unlimited companies that have a capital. Companies would be allowed to capitalise profits without an issue of new shares.
A new exemption would be introduced to allow directors to vote on arrangements for the benefit of both employees and directors, as long as the arrangement is not more favourable to directors. The draft of the Schedule 3 Articles is included in Annex 6C of the consultation paper.
For the most part, the SFR Regulation would cover the provisions that already exist under the Companies Summary Financial Reports of Listed Companies Regulation, but will include the following changes, which are introduced in the new Companies Ordinance: Table A of Schedule 1 to the existing Companies Ordinance sets out the standard articles for companies limited by shares one set for non-private companies and one set for private companies.
Table D is for companies limited by guarantee with a capital, but such companies have been prohibited since The first seven items above will be covered under the first phase. However, the provisions for the rights and requirements in respect of different documents vary. Partly-paid Shares The Schedule 1 Articles would also set out in greater detail the matters that may be prescribed in a call notice and the effects of and procedures for a forfeiture of shares.
Lastly, Part 7 would set out the particulars of any changes of a non-Hong Kong company that must be included in a return that must be submitted and the documents required to accompany the return. Currently, companies may adopt standard articles of association which are set out in Schedule 1 to the existing Companies Ordinance.
Unlike the Schedule 1 Articles, the Schedule 2 Articles would provide for sole directorships.
Surrender of Shares An article would be added to provide for the surrender of shares which, when adopted in lieu of an enforcement of a call paymentcould simplify the settlement process. Generally, a company must keep these records at its registered office or where the records are made up and make the records available for inspection or provide copies of them upon request, possibly in exchange for a fee payable to the company.
The Schedule 2 Articles on alternate directors, written resolutions, managing directors, partly-paid shares and the retirement of directors by rotation would be omitted.
The draft of the MA Notice is included in Annex 6 of the consultation paper. New Companies Ordinance Requirements Part 16 of the new Companies Ordinance will contain similar requirements for the registration of non-Hong Kong companies to those currently contained in the Companies Ordinance.
Company Records Inspection And Provision Of Copies Regulation Current Requirements The existing Companies Ordinance provides the right to inspect and make copies of certain records that are required to be kept by companies. Part 5 allows companies to withhold certain information from inspection and copying.
This is to account for situations where the directors are not necessarily shareholders of the company.7 FSTB, Rewrite of the Companies Ordinance –Draft Companies Bill First Phase Consultation: Consultation Paper () at para . 8 SSM Ho, Corporate Governance in Hong Kong: Key Problems and Prospects (Centre for Accounting Disclosure and Corporate Governance School of Accountancy Chinese University of Hong Kong.
Consultation Papers. Second Public Consultation on Companies Ordinance Rewrite (issued on 2 April ) Full Consultation Paper (PDF format) or download by chapter (PDF format) Executive Summary Chapter 1 Introduction.
Welcome to the Companies Ordinance (“CO”) Rewrite homepage. This site provides information on the rewrite exercise which took place between and The new CO has come into operation on 3 March Hong Kong Law Newsletter October FSTB And Companies Registry Consult On Subsidiary Legislation To Implement The New Companies Ordinance.
listed companies alongside other companies incorporated in Hong Kong.
Our response. Private Companies. While many respondents supported the proposal to abolish the restrictions on financial assistance for private companies, others had grave concerns over outright abolition from the viewpoint of protection of minority shareholders and creditors.
(“FSTB”) launched the third public consultation on the rewrite of Companies Ordinance (“CO”) covering Share Capital, the Capital Maintenance Regime and Statutory Amalgamation Procedure.Download