Part 3 also covers the contents and effects of notices of intent, notices of revocation and notices of cessation of statutory election. The Schedule 1 Articles would include the procedures that directors may use to propose written resolutions.
The FSTB and the Companies Registry plan to finalise all twelve pieces of subsidiary legislation in the first half of and put them into effect by 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: Articles on accounts and audit which are in the Standard Articles of Association of Table A would not be included in the Schedule 1 Articles, but will be set out in Part 9 of the new Companies Ordinance.
The proposed Companies Specification of Names Order the Proposed SN Order would set out a total of eighteen words and expressions in its schedule nine in English and the same nine in Chinese. Specific requirements, such as the time allowed for inspection, the number of days within which copies of requested records must be sent and the maximum fee that the company may charge for those services are set out individually in the existing Companies Ordinance for each type of record.
The consultation is split into two phases. Currently, companies may adopt standard articles of association which are set out in Schedule 1 to the existing Companies Ordinance.
This note will cover only the pieces of subsidiary legislation under the first phase of consultation. The director that chairs a meeting would not be allowed to vote if he is not to be counted as participating in the decision-making process.
There are twelve pieces of subsidiary legislation under consideration: Part 1 contains the commencement of the regulation. The draft of the Schedule 3 Articles is included in Annex 6C of the consultation paper. Part 6 would set out the requirements and effects of revising published accounts.
Appointments and Rotation of Directors In relation to the appointment and rotation of directors, the Schedule 1 Articles would introduce articles that provide for the retirement and appointment of directors by rotation where the company has dispensed with the holding of annual general meetings AGM.
A business review section is not however required for a company which: Section A of the Companies Ordinance allows a non-Hong Kong company to revise its published accounts if they are not compliant with the laws of the jurisdiction or the rules of the stock exchange that require their publication.
Polls, Proxies, Amendments to Proposed Resolutions and Class Meetings The Schedule 1 Articles would provide for polls that may be demanded in advance of a general meeting, the appointment and revocation of proxies and the possibility of amending resolutions and the manner for proposing them.
The Schedule 2 Articles on alternate directors, written resolutions, managing directors, partly-paid shares and the retirement of directors by rotation would be omitted.
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. Under the proposed IPC Regulation: 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.
Part 3 provides the detailed requirements in relation to the inspection of company records including the right to make copies of company records during the inspection.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.
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.
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 (“FSTB”) launched the third public consultation on the rewrite of Companies Ordinance (“CO”) covering Share Capital, the Capital Maintenance Regime and Statutory Amalgamation Procedure.
By email ([email protected]) and by post Our Ref.: C/PAIBC, M Companies Bill Team Financial Services and the Treasury Bureau Certified Public Accountants on the third public consultation under the Companies Ordinance Rewrite project, covering legislative proposals in relation to share capital, the capital maintenance regime and.Download