About hong kong listing rules company secretary
About hong kong listing rules company secretary
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(five) Anyone commits an offence if the person, with intent to defraud, in purported compliance with a requirement imposed on the person beneath Subdivision four— (a) generates any history or document that is false or misleading in a fabric unique;
Cap 622 - Providers Ordinance 353 (e) in respect of every founder member, states the quantity of shares that the company proposes to concern to the member and the entire quantity of share money to become subscribed by the member on that formation. (two) In case the shares proposed for being issued to your founder member about the formation belong to two or more classes, the information needed less than subsection (one)(e) should be stated in regard of every course.
Part: 468 Avoidance of provisions preserving director from legal responsibility L.N. 163 of 2013 03/03/2014 (one) This area applies to a provision contained in the company’s content articles, or in a very deal entered into by a company, or in any other case. (two) If a provision purports to exempt a director in the company from any legal responsibility that may otherwise connect towards the director in reference to any carelessness, default, breach of obligation or breach of have faith in in relation for the company, the provision is void. (3) If, by a provision, the company instantly or indirectly offers an indemnity for any director with the company, or simply a director of the connected company from the company, versus any liability attaching for the director in reference to any carelessness, default, breach of obligation or breach of have confidence in in relation to the company or associated company (as the case could be), the provision is void. (four) Subsection (3) does not avoid a company from using out and holding in force insurance for any director in the company, or a director of an involved company with the company, against— (a) any liability to anyone attaching into the director in connection with any carelessness, default, breach of responsibility or breach of have faith in (aside from fraud) in relation to your company or linked company (as the case could possibly be); or (b) any liability incurred via the director in defending any proceedings (irrespective of whether civil or criminal) taken from the director for just about any carelessness, default, breach of responsibility or breach of trust (including fraud) in relation to your company or related company (as the case may be).
Aspect IVAA of the predecessor Ordinance, as in drive instantly just before its repeal, continues to use in relation to— (a) an software manufactured ahead of the commencement day* of Division four of Section 14 for go away to provide or intervene in proceedings beneath portion 168BC of the predecessor Ordinance, as in drive promptly ahead of its repeal; and (b) if go away is granted to carry or intervene in proceedings, the proceedings so introduced or intervened in. 127. Software for inspection of company’s records
(two) For the purpose of making use of this Ordinance to some company pointed out in subsection (1), a reference Within this Ordinance into the date of registration will be to be examine given that the day on which the company was registered below the former Companies Ordinance.
Capable company secretaries will guide you to just take suitable measures to comply with Hong Kong legislation, making certain that your organization runs competently and devoid of going in opposition to the law.
For example, the company secretary must update the shareholders’ and directors’ registers every time a company director is eliminated or added. They will also update other changes like changes in company’s share capital and change in registered Business tackle.
L.N. 163 of 2013 03/03/2014 (one) The Registrar may perhaps by observe in writing direct a company to change, throughout the time period specified in the observe, a reputation less than which the company is restored to the Companies Register under this Division if— (a) the identify is, as at time of your restoration, similar to or from the Registrar’s impression far too similar to a title that appeared or must have appeared within the index of names retained beneath area 22C on the predecessor Ordinance or within the Index of Company Names; or (b) the name is, as at some time from the restoration, similar to or while in the Registrar’s opinion as well like a title of a overall body corporate incorporated or recognized underneath an Ordinance.
Cap 622 - Corporations Ordinance 189 (b) provide a guarantee or offer protection in reference to a quasi-loan created by anyone to this type of director. (3) In spite of subsection (2)— (a) a specified company might enter in the transaction with just the prescribed acceptance of its associates In case the Keeping company is incorporated exterior Hong Kong; and (b) a specified company may possibly enter into your transaction with just the prescribed acceptance with the holding company’s users if it is an entirely owned subsidiary on the holding company, and the Keeping company is incorporated in Hong Kong. Area: 502 Specified company should not make bank loan or quasi-personal loan and so on. to related entity
L.N. 163 of 2013 03/03/2014 (1) A ailment that right away before the commencement date* of the Division was contained during the memorandum of association of an present company and was in force is, for all needs, being viewed as a provision of your company’s posts. (two) If a memorandum of association is registered on or following the commencement day* of this Division underneath the provisions possessing a continuing impact less than Agenda 11, a condition contained in that memorandum is, for all functions, for being considered a provision from the company’s posts registered under the predecessor Ordinance. (3) If, ahead of the commencement day* of this Division, a Exclusive resolution altering a affliction with the memorandum of association of the present company was handed under section eight(1) or 25A(one) with the predecessor Ordinance and the alteration normally takes effect on or following that date, then the altered affliction is, for all uses, for being regarded as a provision with the company’s articles or blog posts registered under the predecessor Ordinance.
(4) The business enterprise Which may be addressed at the meeting features a resolution of which recognize has become included in the discover of meeting in accordance with subsection (3). (five) If your resolution will be to be proposed as being a Particular hong kong company secretary handbook resolution, the administrators are to become regarded as not getting duly called the Assembly unless the discover of the Assembly features the textual content in the resolution and specifies the intention to propose the resolution as being a Specific resolution. Section: 568 Users’ power to phone standard Assembly at company’s expense
(3) For your reasons of the Plan— (a) a ideal held by an individual in a very fiduciary capability will be to be considered to be not getting held by the person; and (b) a ideal held by someone as nominee for an additional is always to be viewed as staying held by that other. (four) For that applications of the Timetable, a suitable will be to be considered currently being held by someone as nominee for an additional if it is exercisable only around the Guidance, or Along with the consent, of that other. (five) To the functions of the Routine, a ideal hooked up to shares held By the use of stability is usually to be considered currently being held by the person giving the security— (a) if, besides the place the best is exercised for the goal of preserving the value of the safety or of
(1) An present company need not adjust to any provision of this Ordinance demanding the company’s sign-up of directors to comprise particulars more to These demanded by the predecessor Ordinance until eventually— (a) the day to which the company makes up its initially once-a-year return created nearly a day on or following the commencement day of part 643; or (b) if the company fails to take action, the last date to which the company should have created up that return. (2) Except if the prevailing company is often a company formed and registered beneath a provision with the predecessor Ordinance possessing a continuing effect beneath this Agenda or by virtue of part 23 with the Interpretation and General Clauses Ordinance (Cap one), subsection (1) will not implement in relation to the director or reserve director of whom particulars are initial registered on or following the commencement date of part 643 (whether or not the director or reserve director was appointed right before, on or following that date).
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