hong kong company secretary exam Secrets



The only real director of A non-public company cannot even be the company secretary (i.e. one of several company’s directors can be the company secretary only when there is more than one director in place);

(2) The minutes of proceedings of the normal Conference, if purporting to be signed with the chairperson of that Assembly or via the chairperson of the next normal Assembly, are evidence on the proceedings. (three) If the report with the minutes of proceedings of the basic meeting of a company is held beneath segment 618(1)(b), then, till the Opposite is proved— (a) the meeting is usually to be considered to be having been duly held and convened; (b) all proceedings for the meeting are to be regarded as getting duly taken spot; and

Remarks: Not but in Procedure (one) The Court docket may possibly make an get with the disclosure with the Registrar of the withheld address— (a) if— (i) there is evidence the service of files at an tackle contained within an application underneath portion

(one) An current company need not comply with any provision of the Ordinance necessitating the company’s register of company secretaries to contain particulars more to those demanded from the predecessor Ordinance till— (a) the date to which the company will make up its initially annual return created as many as a day on or once the commencement day* of part 650; or (b) In case the company fails to take action, the final day to which the company must have designed up that return. (two) Unless the present company is usually a company fashioned and registered less than a provision with the predecessor Ordinance having a continuing influence underneath this Agenda or by advantage of section 23 in the Interpretation and Normal Clauses Ordinance (Cap 1), subsection (one) doesn't use in relation to some company secretary of whom particulars are very first registered on or after the commencement date* of section 650 (whether the company secretary was appointed just before, on or following that day).

(5) Should the takeover supply delivers that the holder of shares will be to acquire shares in or debentures with the offeror, by having an choice to acquire Various other consideration to get furnished by a 3rd party instead, the offeror may perhaps show from the detect the conditions of the takeover offer you consist of the option. (six) Should the offeror will not show while in the see which the phrases on the takeover present include things like the choice, the offeror may perhaps supply during the discover a corresponding choice to obtain Another thought being provided by the offeror. (7) With the reasons of subsection (5), thought is always to be considered currently being provided by a 3rd party whether it is made available to the offeror on phrases that it is to be used because of the offeror as thought for your takeover supply. Portion: 695 Offeror’s appropriate to purchase out minority shareholders L.N. 163 of 2013 03/03/2014 (1) This portion applies if a detect is offered under formation company jewellery segment 693 towards the holder of any shares. (two) Unless of course the Court would make an purchase less than subsection (three), the offeror is entitled and bound to amass the shares within the conditions of the takeover offer you. (3) The Courtroom may well, on application from the holder built inside of two months after the date on which the observe was specified, buy that— (a) the offeror just isn't entitled and certain to acquire the shares; or (b) the offeror is entitled and bound to acquire the shares to the terms laid out in the purchase. (four) For that uses of subsection (2)— (a) In the event the takeover offer you falls in area 694(4), the conditions of your takeover present are for being thought to be such as the particulars and statements A part of the observe for that uses of that area; (b) When the takeover present falls in section 694(five), the terms in the takeover offer you are to get considered to be not including the alternative Except the offeror signifies in any other case within the discover; and

(three) If a discover is distributed to someone beneath subsection (2) with regard to some doc, the interval specified in subsection (four) is to be disregarded for the objective of calculating the day-to-day penalty under an Ordinance which makes it an offence for failing to comply with a prerequisite to provide the doc and that imposes a penalty for on a daily basis through which the offence carries on. (4) The period is just one starting around the day on which the document was delivered to the Registrar and ending Using the fourteenth working day once the day on which the detect is distributed underneath subsection (two). Section: Division: 2 five Registrar’s Powers in relation to Keeping Companies Register

As a company proprietor, you’ll must submit two stories and one particular audit yearly. Even When you've got no transactions, you continue to really need to submit yearly reports: put together unaudited accounts, have an external auditor evaluation them, and file Earnings Tax Return.

Cap 622 - Organizations Ordinance a hundred and ten (three) For your reasons of the part, an instrument of transfer is Accredited by a company if it bears— (a) the terms “certificate lodged”, or words to the identical result, in English or Chinese; and (b) underneath or adjacent to People words and phrases, the signature or initials of someone obtaining the actual or obvious authority to certify transfers on behalf in the company. (4) Unless the contrary is proved, a signature or initials showing on an instrument of transfer as stated in subsection (three)(b) need to be regarded— (a) as being the signature or initials of the person whose signature or initials they purport to become; and (b) as having been placed on the instrument by that individual or by another individual who has the particular or apparent authority to make use of the signature or initials for the purpose of certifying transfers on behalf of your company. Segment: 323 Difficulty of debenture or certificate for debenture stock on transfer

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During this Division— continuing provision (續用條文) indicates a provision from the predecessor Ordinance that features a continuing influence under this Program. 36. References to volume paid on shares issued ahead of commencement date* of section 135

Part: 522 Individual will have to not make payment for loss of Place of work to director or former director in reference to transfer of company’s endeavor or property

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Hong Kong corporations are legally required to hold their statutory guides present-day. They must even be retained inside of a secure electronic or Actual physical place and be designed readily available for inspection by the general public if desired.

On and after the commencement day* of area 648, a register of administrators and secretaries held by a company

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