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August 2005 Vol. 2, No.3
Principal Tricor subsidiariesAbacus Share Registrars LimitedBarbinder & Co Pte LtdEvatthouse Corporate Services Pte LtdOutsource Centre Pte LtdSecretaries LimitedStandard Registrars LimitedStrath Corporate Services LimitedTengis LimitedTricor Executive Resources LimitedTricor Investor Services Limited
Tricor, a member of The Bank of East Asia Group, is a leading professional provider of integrated business, corporate and investor services in Hong Kong, Greater China and South East Asia. Our services include Accounting, Company Formation, Corporate Governance & Company Secretarial, Executive Search & Selection, Initial Public Offerings & Share Registration, Payroll, Fund and Trust Administration.
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CHIEF EXECUTIVE & MANAGING DIRECTORJohnny NgTel: (852) 2289 3422 [email protected]
MANAGING DIRECTORJulian ChowTel: (852) 2980 1238 [email protected]
DIRECTORS - CORPORATE SERVICESNatalia SengTel: (852) 2980 1688 [email protected]
Patsy ChengTel: (852) 2980 1338 [email protected]
Susan LoTel: (852) 2980 1618 [email protected]
Betty YeungTel: (852) 2289 3289 [email protected]
Diana ChungTel: (852) 2289 3266 [email protected]
Paul MoyesTel: (852) 2289 3274 [email protected]
Veronica Lin Tel: (852) 2980 1600 [email protected]
Cynthia WongTel: (852) 2980 1328 [email protected]
DIRECTORS - BUSINESS SERVICESShirley TsangTel: (852) 2980 1298 [email protected]
Kimmy ChanTel: (852) 2289 3214 [email protected]
H C YingTel: (852) 2289 1402 [email protected]
Patrick WongTel: (852) 2980 1200 [email protected]
DIRECTOR - INVESTOR SERVICESAllan TongTel: (852) 2980 1818 [email protected]
DIRECTORS - CHINA SERVICESNatalia SengTel: (852) 2980 1688 [email protected]
Shirley TsangTel: (852) 2980 1298 [email protected]
SENIOR CONSULTANTMarina WongTel: (852) 2289 1311 [email protected]
DIRECTOR - EXECUTIVE RESOURCESFiona YungTel: (852) 2289 3230 [email protected]
TRICOR SERVICES LIMITEDThis TechNews provides a summary of the major amendments to the Hong Kong Companies
Ordinance (the “Companies Ordinance”) on the regulation of oversea companies registered in Hong
Kong (commonly referred to as branches) brought about by the Hong Kong Companies (Amendment)
Ordinance 2004 (the “Amendment Ordinance”). The main purposes of the amendments are to
simplify the registration requirements and to enhance the disclosure requirements of oversea
companies. Whereas in the past, compliance failures by oversea companies have not been penalised, it
is highly likely that this will change. Accordingly, all oversea companies with branches in Hong Kong
must be familiar with these changes or should seek professional advice.
The Amendment Ordinance was published in the Government Gazette on 23 July 2004. It consists of:
Schedule 1 Amendments to the Companies Ordinance relating to prospectusesSchedule 2 Amendments to the Companies Ordinance relating to oversea companies and incorporation proceduresSchedule 3 Amendments to the Companies Ordinance relating to shareholders' remedies Schedule 4 Consequential and other amendments
The amendments relating to prospectuses as contained in Schedule 1 and Part 1 of Schedule 4 of the Amendment Ordinance, and the amendments relating to shareholders' remedies as contained in Schedule 3 of the Amendment Ordinance already came into operation on 3 December 2004 and 15 July 2005 respectively. It is anticipated that the amendments on oversea companies and incorporation procedures will be brought into operation in around late 2005.
A Summary on the Hong Kong Companies (Amendment) Ordinance 2004 Relating to Oversea Companies
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Tel: (853) 788 022Fax: (853) 788 021
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Tel: (86) 21 6391 6893Fax: (86) 21 6391 6896
SingaporeTricor Singapore Pte Limited#11-00 PWC Building8 Cross StreetSingapore 048424
Tel: (65) 6236 3333 Fax: (65) 6236 4399
Tortola (BVI)Tricor International Trustee Limited 2nd Floor Palm Grove House, Wickhams CayRoad Town, TortolaBritish Virgin Islands
Tel: (1 284) 494 6004Fax: (1 284) 494 6404
2005 Tricor Seminar will be held in October.
See page 7 for details.
2 TechNews • August 2005 Vol. 2, No. 3 3TechNews • August 2005 Vol. 2, No. 3
SUMMARY OF THE MAJOR AMENDMENTS TO THE COMPANIES ORDINANCE ON THE REGULATION OF OVERSEA COMPANIES
REGISTERED IN HONG KONG BROUGHT ABOUT BY THE AMENDMENT ORDINANCE
Definitions
1. Section 2(1) has been amended
(a) to replace the term "oversea company" by "non-Hong Kong company"; and
(b) to add a new definition of "place of business" in relation to a "non-Hong Kong company", where a place of business is
defined to include a share transfer or share registration office but does not include an office specified in the Schedule 24 of
the Companies Ordinance (i.e. a representative office of a bank authorised, under the Hong Kong Banking Ordinance, by
the Monetary Authority).
Documents, etc., to be Delivered to the Registrar of Companies ("Registrar") by Companies that Establish a Place of
Business in Hong Kong
2. Section 333 has been amended to require a non-Hong Kong company applying for registration under Part XI of the Companies
Ordinance to provide the following information in addition to the existing requisite information:
(a) date of establishment of place of business;
(b) date of appointment of authorised representative and the number of his Hong Kong identity card (if any) or, in the absence
of such number, the number and issuing country of any passport held by him;
(c) where the company is not required by (i) the law of its place of incorporation, or (ii) the laws of any other jurisdictions where
the company is registered as a company, or (iii) the rules of the stock exchange or similar regulatory bodies in any of those
jurisdictions, to publish its accounts or to deliver copies of its accounts to any person in whose office they may be inspected
as of right by members of the public, the form to the Registrar shall include a statement stating that fact; and
(d) where the company has been incorporated for less than 18 months prior to the date of delivery of the form to the Registrar
and the accounts that it is required to publish have not been made up, the form shall include a statement stating that fact.
Continuing Obligation in respect of Authorised Representative
3. The period where a non-Hong Kong company is required to have an authorised representative after it ceases to have a place of
business in Hong Kong is shortened from 3 years to 1 year (section 333A(1)).
4. If a non-Hong Kong company has a sole authorised representative who ceases to act as such, the company is required to
appoint a new representative and notify the Registrar of such appointment within one month after the outgoing representative
ceases to act. At present, the notification period is within 6 weeks.
Termination of Registration of Authorised Representative
5. Section 333B has been amended
(a) to allow a non-Hong Kong company to terminate the appointment of its authorised representative by sending a notice in
writing to him, in addition to allowing the authorised representative to do the same; and
(b) to require the company or the authorised representative to send a notice to the Registrar informing him of the date of
termination, within one month after the date of the notice of termination, together with a copy of the notice of termination,
or a certified translation thereof in English or Chinese if it is in a language other than English or Chinese.
6. The notice to the Registrar as referred to in paragraph 5(b) above shall contain a statement made by the company or the
authorised representative stating that the company or the authorised representative has been notified of the termination.
7. The termination shall be effective either (i) on the date of termination as stated in the notice or (ii) 21 days from the date of filing
of the notice with the Registrar, whichever is the later.
Annual Return
8. A new section 334 is added to require every non-Hong Kong company registered under Part XI of the Companies Ordinance to
file a full annual return every year with the Registrar to set out full details of the company.
9. The annual return shall be filed by a non-Hong Kong company with the Registrar within 42 days after each anniversary of the
date of registration of the company under Part XI of the Companies Ordinance.
10. The information to be contained in the annual return is substantially the same as that of an annual return of a Hong Kong
private limited company. If there has been no alteration in the particulars filed since the date of the last return, the company may
file a return of no alteration in lieu of the full return.
11. Where a non-Hong Kong company has, within 3 months immediately before the commencement of Schedule 2 of the
Amendment Ordinance, filed an annual return, the company shall not be obliged to deliver an annual return in the year of that
commencement.
Returns to be Delivered to Registrar where Documents, etc., are Altered
12. Section 335 has been amended
(a) to specify that a return under that section shall be delivered to the Registrar within 1 month after the date of the relevant
change; and
(b) to require a non-Hong Kong company that changes its name to deliver to the Registrar a certified copy of the instrument
effecting the change of name, together with a certified translation of the instrument in English or Chinese if that instrument
is in a language other than English or Chinese.
Accounts of non-Hong Kong Companies
13. At present, an oversea company may apply for exemption from filing of its accounts if it meets both of the following conditions:
(a) (i) If the company were incorporated under the Companies Ordinance, it would be a private company within the meaning of
section 29; or
(ii) In the opinion of the Registrar the company has substantially the same general characteristics of such a private company;
and
2 TechNews • August 2005 Vol. 2, No. 3 3TechNews • August 2005 Vol. 2, No. 3
SUMMARY OF THE MAJOR AMENDMENTS TO THE COMPANIES ORDINANCE ON THE REGULATION OF OVERSEA COMPANIES
REGISTERED IN HONG KONG BROUGHT ABOUT BY THE AMENDMENT ORDINANCE
Definitions
1. Section 2(1) has been amended
(a) to replace the term "oversea company" by "non-Hong Kong company"; and
(b) to add a new definition of "place of business" in relation to a "non-Hong Kong company", where a place of business is
defined to include a share transfer or share registration office but does not include an office specified in the Schedule 24 of
the Companies Ordinance (i.e. a representative office of a bank authorised, under the Hong Kong Banking Ordinance, by
the Monetary Authority).
Documents, etc., to be Delivered to the Registrar of Companies ("Registrar") by Companies that Establish a Place of
Business in Hong Kong
2. Section 333 has been amended to require a non-Hong Kong company applying for registration under Part XI of the Companies
Ordinance to provide the following information in addition to the existing requisite information:
(a) date of establishment of place of business;
(b) date of appointment of authorised representative and the number of his Hong Kong identity card (if any) or, in the absence
of such number, the number and issuing country of any passport held by him;
(c) where the company is not required by (i) the law of its place of incorporation, or (ii) the laws of any other jurisdictions where
the company is registered as a company, or (iii) the rules of the stock exchange or similar regulatory bodies in any of those
jurisdictions, to publish its accounts or to deliver copies of its accounts to any person in whose office they may be inspected
as of right by members of the public, the form to the Registrar shall include a statement stating that fact; and
(d) where the company has been incorporated for less than 18 months prior to the date of delivery of the form to the Registrar
and the accounts that it is required to publish have not been made up, the form shall include a statement stating that fact.
Continuing Obligation in respect of Authorised Representative
3. The period where a non-Hong Kong company is required to have an authorised representative after it ceases to have a place of
business in Hong Kong is shortened from 3 years to 1 year (section 333A(1)).
4. If a non-Hong Kong company has a sole authorised representative who ceases to act as such, the company is required to
appoint a new representative and notify the Registrar of such appointment within one month after the outgoing representative
ceases to act. At present, the notification period is within 6 weeks.
Termination of Registration of Authorised Representative
5. Section 333B has been amended
(a) to allow a non-Hong Kong company to terminate the appointment of its authorised representative by sending a notice in
writing to him, in addition to allowing the authorised representative to do the same; and
(b) to require the company or the authorised representative to send a notice to the Registrar informing him of the date of
termination, within one month after the date of the notice of termination, together with a copy of the notice of termination,
or a certified translation thereof in English or Chinese if it is in a language other than English or Chinese.
6. The notice to the Registrar as referred to in paragraph 5(b) above shall contain a statement made by the company or the
authorised representative stating that the company or the authorised representative has been notified of the termination.
7. The termination shall be effective either (i) on the date of termination as stated in the notice or (ii) 21 days from the date of filing
of the notice with the Registrar, whichever is the later.
Annual Return
8. A new section 334 is added to require every non-Hong Kong company registered under Part XI of the Companies Ordinance to
file a full annual return every year with the Registrar to set out full details of the company.
9. The annual return shall be filed by a non-Hong Kong company with the Registrar within 42 days after each anniversary of the
date of registration of the company under Part XI of the Companies Ordinance.
10. The information to be contained in the annual return is substantially the same as that of an annual return of a Hong Kong
private limited company. If there has been no alteration in the particulars filed since the date of the last return, the company may
file a return of no alteration in lieu of the full return.
11. Where a non-Hong Kong company has, within 3 months immediately before the commencement of Schedule 2 of the
Amendment Ordinance, filed an annual return, the company shall not be obliged to deliver an annual return in the year of that
commencement.
Returns to be Delivered to Registrar where Documents, etc., are Altered
12. Section 335 has been amended
(a) to specify that a return under that section shall be delivered to the Registrar within 1 month after the date of the relevant
change; and
(b) to require a non-Hong Kong company that changes its name to deliver to the Registrar a certified copy of the instrument
effecting the change of name, together with a certified translation of the instrument in English or Chinese if that instrument
is in a language other than English or Chinese.
Accounts of non-Hong Kong Companies
13. At present, an oversea company may apply for exemption from filing of its accounts if it meets both of the following conditions:
(a) (i) If the company were incorporated under the Companies Ordinance, it would be a private company within the meaning of
section 29; or
(ii) In the opinion of the Registrar the company has substantially the same general characteristics of such a private company;
and
(a) the commencement date of the proceedings;
(b) the country where the proceedings are commenced;
(c) the mode of liquidation (e.g. voluntary or compulsory or others); and
(d) if a liquidator has been appointed:
(i) whether the person is a liquidator or provisional liquidator;
(ii) whether the person is a sole liquidator, or one of the joint, or joint and several, liquidators;
(iii) the date of appointment; and
(iv) the full name, address, Hong Kong identity card number (if any) or, in the absence of such number, the number and issuing
country of any passport held by the liquidator.
20. If any change occurs in the particulars given in the notice referred to in paragraph 19 above, or a liquidator is appointed after the
notice is delivered to the Registrar, or the liquidator whose name is given in the notice has ceased to hold office as such, the
company shall, within 14 days after the date of the change of particulars, or of the appointment of the liquidator, or of the
cessation to hold office as such, as the case may be, deliver a notice to the Registrar for registration. The notice shall contain the
particulars of the change, the particulars of the liquidator who is appointed, or the date of the cessation to hold office as such, as
the case may be.
Use of Corporate Name by Non-Hong Kong Company in Hong Kong
21. Section 337B has been amended
(a) to provide that the Registrar instead of the Financial Secretary may approve a non-Hong Kong company to use a name other
than its corporate name under which it proposes to carry on business in Hong Kong; and
(b) to allow the Registrar to withdraw a notice served under section 337B(1).
22. When a notice under section 337B(1) is served, a non-Hong Kong company may register with the Registrar a name approved by
the Registrar other than the corporate name for carrying on business in Hong Kong. The non-Hong Kong company may also
change this name to another new name approved by the Registrar.
Service of Documents on Non-Hong Kong Companies
23. Section 338 has been amended to clarify that any process or notice required to be served on a non-Hong Kong company shall be
sufficiently served if it is served on the authorised representative of the company.
24. Where a company has failed to maintain an authorised representative or the authorised representative is unavailable for any
reason, or the company no longer has a place of business in Hong Kong, service may be effected by sending by registered post to
its registered office, with a copy by registered post to its principal place of business (if any) in its place of incorporation. In cases
where no such addresses have been registered, service may be effected by leaving it at or sending it by post to any place in Hong
Kong at which the company has had a place of business within the previous 12 months instead of the previous 3 years.
Notice to be Sent when Non-Hong Kong Companies Cease Business in Hong Kong
(b) The company is not required by the law of its place of incorporation to publish accounts or to deliver copies to any person in
whose office they may be inspected as of right by members of the public.
14. Section 336 has been amended to specify circumstances in which a non-Hong Kong company must file accounts. Private
company status of a non-Hong Kong company is no longer relevant in determining whether or not a company is required to file
accounts under section 336.
15. Under section 336, if a non-Hong Kong company is required by (i) the law of its place of incorporation, or (ii) the laws of any
other jurisdictions where the company is registered as a company, or (iii) the rules of any stock exchange or similar regulatory
bodies in those jurisdictions, to publish its accounts or to deliver copies of its accounts to any person in whose office they may
be inspected as of right by members of the public, the company shall, within 42 days after each anniversary of its date of
registration under Part XI of the Companies Ordinance, deliver to the Registrar for registration together with the annual return,
a certified copy of its latest published accounts.
16. Where a non-Hong Kong company has, within 3 months immediately before the commencement of Schedule 2 of the
Amendment Ordinance, complied with section 336 of the Companies Ordinance that was in force prior to such commencement
in delivering documents under that section relating to a financial year, the company shall not be required to file its latest
published accounts if those latest published accounts relate to the same financial year.
Obligation to State Company Name, whether Limited, and Place of Incorporation
17. Section 337 has been amended
(a) to require a non-Hong Kong company to state in every prospectus inviting subscriptions for its shares or debentures in Hong
Kong, to exhibit in every place where it carries on business in Hong Kong, and to state in all bill-heads, letter paper, notices,
etc., the "place" of its incorporation instead of the "country" of its incorporation; and
(b) to state that a non-Hong Kong company is in liquidation in all documents regardless of where the liquidation proceedings
are initiated.
Notice of Commencement of Liquidation and of Appointment of Liquidator
18. Section 337A has been amended
(a) to require a non-Hong Kong company to file a notice of commencement of any proceedings for the liquidation of the
company, and the appointment of liquidator, regardless of where the liquidation proceedings are initiated;
(b) to impose the filing obligation on the non-Hong Kong company only instead of on both the company and its officers; and
(c) to provide for a new time limit of 14 days for the delivery of the notice under section 337A.
19. Under section 337A, where a non-Hong Kong company has commenced any proceedings for liquidation of the company, it
shall, within 14 days after the date of commencement of the liquidation proceedings or within 14 days after the notice of
commencement of such proceedings has been served on the company according to the law of the place in which such
proceedings are commenced, whichever is the later, deliver to the Registrar for registration a notice containing the following
particulars:
4 TechNews • August 2005 Vol. 2, No. 3 5TechNews • August 2005 Vol. 2, No. 3
(a) the commencement date of the proceedings;
(b) the country where the proceedings are commenced;
(c) the mode of liquidation (e.g. voluntary or compulsory or others); and
(d) if a liquidator has been appointed:
(i) whether the person is a liquidator or provisional liquidator;
(ii) whether the person is a sole liquidator, or one of the joint, or joint and several, liquidators;
(iii) the date of appointment; and
(iv) the full name, address, Hong Kong identity card number (if any) or, in the absence of such number, the number and issuing
country of any passport held by the liquidator.
20. If any change occurs in the particulars given in the notice referred to in paragraph 19 above, or a liquidator is appointed after the
notice is delivered to the Registrar, or the liquidator whose name is given in the notice has ceased to hold office as such, the
company shall, within 14 days after the date of the change of particulars, or of the appointment of the liquidator, or of the
cessation to hold office as such, as the case may be, deliver a notice to the Registrar for registration. The notice shall contain the
particulars of the change, the particulars of the liquidator who is appointed, or the date of the cessation to hold office as such, as
the case may be.
Use of Corporate Name by Non-Hong Kong Company in Hong Kong
21. Section 337B has been amended
(a) to provide that the Registrar instead of the Financial Secretary may approve a non-Hong Kong company to use a name other
than its corporate name under which it proposes to carry on business in Hong Kong; and
(b) to allow the Registrar to withdraw a notice served under section 337B(1).
22. When a notice under section 337B(1) is served, a non-Hong Kong company may register with the Registrar a name approved by
the Registrar other than the corporate name for carrying on business in Hong Kong. The non-Hong Kong company may also
change this name to another new name approved by the Registrar.
Service of Documents on Non-Hong Kong Companies
23. Section 338 has been amended to clarify that any process or notice required to be served on a non-Hong Kong company shall be
sufficiently served if it is served on the authorised representative of the company.
24. Where a company has failed to maintain an authorised representative or the authorised representative is unavailable for any
reason, or the company no longer has a place of business in Hong Kong, service may be effected by sending by registered post to
its registered office, with a copy by registered post to its principal place of business (if any) in its place of incorporation. In cases
where no such addresses have been registered, service may be effected by leaving it at or sending it by post to any place in Hong
Kong at which the company has had a place of business within the previous 12 months instead of the previous 3 years.
(b) The company is not required by the law of its place of incorporation to publish accounts or to deliver copies to any person in
whose office they may be inspected as of right by members of the public.
14. Section 336 has been amended to specify circumstances in which a non-Hong Kong company must file accounts. Private
company status of a non-Hong Kong company is no longer relevant in determining whether or not a company is required to file
accounts under section 336.
15. Under section 336, if a non-Hong Kong company is required by (i) the law of its place of incorporation, or (ii) the laws of any
other jurisdictions where the company is registered as a company, or (iii) the rules of any stock exchange or similar regulatory
bodies in those jurisdictions, to publish its accounts or to deliver copies of its accounts to any person in whose office they may
be inspected as of right by members of the public, the company shall, within 42 days after each anniversary of its date of
registration under Part XI of the Companies Ordinance, deliver to the Registrar for registration together with the annual return,
a certified copy of its latest published accounts.
16. Where a non-Hong Kong company has, within 3 months immediately before the commencement of Schedule 2 of the
Amendment Ordinance, complied with section 336 of the Companies Ordinance that was in force prior to such commencement
in delivering documents under that section relating to a financial year, the company shall not be required to file its latest
published accounts if those latest published accounts relate to the same financial year.
Obligation to State Company Name, whether Limited, and Place of Incorporation
17. Section 337 has been amended
(a) to require a non-Hong Kong company to state in every prospectus inviting subscriptions for its shares or debentures in Hong
Kong, to exhibit in every place where it carries on business in Hong Kong, and to state in all bill-heads, letter paper, notices,
etc., the "place" of its incorporation instead of the "country" of its incorporation; and
(b) to state that a non-Hong Kong company is in liquidation in all documents regardless of where the liquidation proceedings
are initiated.
Notice of Commencement of Liquidation and of Appointment of Liquidator
18. Section 337A has been amended
(a) to require a non-Hong Kong company to file a notice of commencement of any proceedings for the liquidation of the
company, and the appointment of liquidator, regardless of where the liquidation proceedings are initiated;
(b) to impose the filing obligation on the non-Hong Kong company only instead of on both the company and its officers; and
(c) to provide for a new time limit of 14 days for the delivery of the notice under section 337A.
19. Under section 337A, where a non-Hong Kong company has commenced any proceedings for liquidation of the company, it
shall, within 14 days after the date of commencement of the liquidation proceedings or within 14 days after the notice of
commencement of such proceedings has been served on the company according to the law of the place in which such
proceedings are commenced, whichever is the later, deliver to the Registrar for registration a notice containing the following
particulars:
4 TechNews • August 2005 Vol. 2, No. 3 5TechNews • August 2005 Vol. 2, No. 3
Notice to be Sent when Non-Hong Kong Companies Cease Business in Hong Kong
25. A non-Hong Kong company which ceases to have a place of business in Hong Kong is required to notify the Registrar of such
cessation by filing a notice within 7 days after the cessation of business.
Notice to be Sent when Non-Hong Kong Companies are Dissolved
26. A new section 339AA has been added to provide that if a non-Hong Kong company is dissolved, an agent of the company
shall, within 14 days after the date of dissolution, notify the Registrar of such dissolution, by filing a notice, together with a
certified copy of an instrument effecting the dissolution, or a translation thereof in English or Chinese, if the instrument is in a
language other than English or Chinese.
Certified Copies of Documents Required to be Delivered under Part XI
27. Regulation 3 of the Companies (Forms) Regulations has been amended to expand the category of persons who can certify
copies of documents that are required to be delivered to the Registrar under Part XI of the Companies Ordinance. Certification
can be done:
(a) in the company's place of incorporation
(i) by an official of the government of that place to whose custody the original of the document is committed;
(ii) by a notary public practising in that place;
(iii) by a lawyer practising in that place;
(iv) by a professional accountant practising in that place;
(v) by an officer of a court of law duly authorised by the law of that place to certify documents for any judicial or other legal
purpose; or
(vi) by a professional company secretary practising in that place;
(b) in Hong Kong
(i) by a notary public practising in Hong Kong;
(ii) by a solicitor practising in Hong Kong;
(iii) by a professional accountant practising in Hong Kong;
(iv) by an officer of the court in Hong Kong who is authorised by law to certify documents for any judicial or other legal purpose;
(v) by a consular officer of the place of incorporation of the company; or
(vi) by a professional company secretary practising in Hong Kong;
(c) by an officer of the company; or
(d) by the authorised representative of the company.
Translations
28. Likewise, Regulation 6 of the Companies (Forms) Regulations has been amended to expand the category of persons who can
certify the competency of persons making translations of documents for the purposes of the Companies Ordinance, as follows:
(a) where the translation is made in a place outside Hong Kong
(i) by a notary public practising in that place;
(ii) by a lawyer practising in that place;
(iii) by a professional accountant practising in that place;
(iv) by an officer of a court of law duly authorised by the law of that place to certify documents for any judicial or other legal
purpose;
(v) by a consular officer in that place;
(vi) by a professional company secretary practising in that place; or
(vii) by such other person as may be specified by the Registrar; or
(b) where the translation is made in Hong Kong
(i) by a notary public practising in Hong Kong;
(ii) by a solicitor practising in Hong Kong;
(iii) by a professional accountant practising in Hong Kong;
(iv) by a consular officer in Hong Kong; or
(v) by a professional company secretary practising in Hong Kong.
Disqualification of Directors
29. Section 168C(1) has been amended to clarify that Part IVA of the Companies Ordinance (relating to disqualification of directors)
applies to a non-Hong Kong company.
Application of Part III (relating to Registration of Charges) to Non-Hong Kong Companies
30. Section 91 has been amended to provide that:
(a) Part III of the Companies Ordinance does not extend to charges on property in Hong Kong of a non-Hong Kong company
registered under Part XI if the relevant property was not in Hong Kong at the time the charge was created by the company,
or at the time it was acquired by the company subsequent to the creation of the charge.
(b) Part III also does not apply to a non-Hong Kong company registered under Part XI if:
(i) the non-Hong Kong company sends a notice to the Registrar under section 339 of the fact that it has ceased to have a place
of business in Hong Kong;
(ii) the Registrar enters in the register of non-Hong Kong companies a statement under section 339AA that the company has
been dissolved; or
(iii) the name of the company is struck off from the register of non-Hong Kong companies under section 339A.
(c) A ship or aircraft registered in Hong Kong shall be treated as property in Hong Kong regardless of where it is physically
located, and a ship or aircraft registered outside Hong Kong shall be treated as property outside Hong Kong.
Should you need further information or clarification regarding this TechNews, please do not hesitate to approach your usual Tricor contact.
We are pleased to invite our valued clients and business partners to our 2005 Tricor Seminar. The Seminar will provide a platform for us and our guests to share experience of corporate governance practice and changing regulations. The Seminar will be held on 14 October 2005 at the Conrad Hotel. Don’t miss this important event. Please mark this on your diary. Details of the Seminar will be posted to you shortly.
2005 Tricor Seminar: Corporate Governance and Regulations Update
6 TechNews • August 2005 Vol. 2, No. 3 7TechNews • August 2005 Vol. 2, No. 3
25. A non-Hong Kong company which ceases to have a place of business in Hong Kong is required to notify the Registrar of such
cessation by filing a notice within 7 days after the cessation of business.
Notice to be Sent when Non-Hong Kong Companies are Dissolved
26. A new section 339AA has been added to provide that if a non-Hong Kong company is dissolved, an agent of the company
shall, within 14 days after the date of dissolution, notify the Registrar of such dissolution, by filing a notice, together with a
certified copy of an instrument effecting the dissolution, or a translation thereof in English or Chinese, if the instrument is in a
language other than English or Chinese.
Certified Copies of Documents Required to be Delivered under Part XI
27. Regulation 3 of the Companies (Forms) Regulations has been amended to expand the category of persons who can certify
copies of documents that are required to be delivered to the Registrar under Part XI of the Companies Ordinance. Certification
can be done:
(a) in the company's place of incorporation
(i) by an official of the government of that place to whose custody the original of the document is committed;
(ii) by a notary public practising in that place;
(iii) by a lawyer practising in that place;
(iv) by a professional accountant practising in that place;
(v) by an officer of a court of law duly authorised by the law of that place to certify documents for any judicial or other legal
purpose; or
(vi) by a professional company secretary practising in that place;
(b) in Hong Kong
(i) by a notary public practising in Hong Kong;
(ii) by a solicitor practising in Hong Kong;
(iii) by a professional accountant practising in Hong Kong;
(iv) by an officer of the court in Hong Kong who is authorised by law to certify documents for any judicial or other legal purpose;
(v) by a consular officer of the place of incorporation of the company; or
(vi) by a professional company secretary practising in Hong Kong;
(c) by an officer of the company; or
(d) by the authorised representative of the company.
Translations
28. Likewise, Regulation 6 of the Companies (Forms) Regulations has been amended to expand the category of persons who can
certify the competency of persons making translations of documents for the purposes of the Companies Ordinance, as follows:
(a) where the translation is made in a place outside Hong Kong
(i) by a notary public practising in that place;
(ii) by a lawyer practising in that place;
(iii) by a professional accountant practising in that place;
(iv) by an officer of a court of law duly authorised by the law of that place to certify documents for any judicial or other legal
purpose;
(v) by a consular officer in that place;
(vi) by a professional company secretary practising in that place; or
(vii) by such other person as may be specified by the Registrar; or
(b) where the translation is made in Hong Kong
(i) by a notary public practising in Hong Kong;
(ii) by a solicitor practising in Hong Kong;
(iii) by a professional accountant practising in Hong Kong;
(iv) by a consular officer in Hong Kong; or
(v) by a professional company secretary practising in Hong Kong.
Disqualification of Directors
29. Section 168C(1) has been amended to clarify that Part IVA of the Companies Ordinance (relating to disqualification of directors)
applies to a non-Hong Kong company.
Application of Part III (relating to Registration of Charges) to Non-Hong Kong Companies
30. Section 91 has been amended to provide that:
(a) Part III of the Companies Ordinance does not extend to charges on property in Hong Kong of a non-Hong Kong company
registered under Part XI if the relevant property was not in Hong Kong at the time the charge was created by the company,
or at the time it was acquired by the company subsequent to the creation of the charge.
(b) Part III also does not apply to a non-Hong Kong company registered under Part XI if:
(i) the non-Hong Kong company sends a notice to the Registrar under section 339 of the fact that it has ceased to have a place
of business in Hong Kong;
(ii) the Registrar enters in the register of non-Hong Kong companies a statement under section 339AA that the company has
been dissolved; or
(iii) the name of the company is struck off from the register of non-Hong Kong companies under section 339A.
(c) A ship or aircraft registered in Hong Kong shall be treated as property in Hong Kong regardless of where it is physically
located, and a ship or aircraft registered outside Hong Kong shall be treated as property outside Hong Kong.
Should you need further information or clarification regarding this TechNews, please do not hesitate to approach your usual Tricor contact.
We are pleased to invite our valued clients and business partners to our 2005 Tricor Seminar. The Seminar will provide a platform for us and our guests to share experience of corporate governance practice and changing regulations. The Seminar will be held on 14 October 2005 at the Conrad Hotel. Don’t miss this important event. Please mark this on your diary. Details of the Seminar will be posted to you shortly.
2005 Tricor Seminar: Corporate Governance and Regulations Update
6 TechNews • August 2005 Vol. 2, No. 3 7TechNews • August 2005 Vol. 2, No. 3
August 2005 Vol. 2, No.3
Principal Tricor subsidiariesAbacus Share Registrars LimitedBarbinder & Co Pte LtdEvatthouse Corporate Services Pte LtdOutsource Centre Pte LtdSecretaries LimitedStandard Registrars LimitedStrath Corporate Services LimitedTengis LimitedTricor Executive Resources LimitedTricor Investor Services Limited
Tricor, a member of The Bank of East Asia Group, is a leading professional provider of integrated business, corporate and investor services in Hong Kong, Greater China and South East Asia. Our services include Accounting, Company Formation, Corporate Governance & Company Secretarial, Executive Search & Selection, Initial Public Offerings & Share Registration, Payroll, Fund and Trust Administration.
Tricor has built its reputation and professional expertise through the acquisition and integration of the corporate services practices of three of the “Big 4” international accounting firms: Deloitte Touche Tohmatsu in Hong Kong, Ernst & Young in Hong Kong and BVI, and PricewaterhouseCoopers in Hong Kong and Singapore.
Our mission is to be The Business Enabler of choice.
Please visit our website at www.tricor.com.hkE-mail: [email protected] © 2005 Tricor Services Limited. All Rights Reserved.
Member of BEA Group
CHIEF EXECUTIVE & MANAGING DIRECTORJohnny NgTel: (852) 2289 3422 [email protected]
MANAGING DIRECTORJulian ChowTel: (852) 2980 1238 [email protected]
DIRECTORS - CORPORATE SERVICESNatalia SengTel: (852) 2980 1688 [email protected]
Patsy ChengTel: (852) 2980 1338 [email protected]
Susan LoTel: (852) 2980 1618 [email protected]
Betty YeungTel: (852) 2289 3289 [email protected]
Diana ChungTel: (852) 2289 3266 [email protected]
Paul MoyesTel: (852) 2289 3274 [email protected]
Veronica Lin Tel: (852) 2980 1600 [email protected]
Cynthia WongTel: (852) 2980 1328 [email protected]
DIRECTORS - BUSINESS SERVICESShirley TsangTel: (852) 2980 1298 [email protected]
Kimmy ChanTel: (852) 2289 3214 [email protected]
H C YingTel: (852) 2289 1402 [email protected]
Patrick WongTel: (852) 2980 1200 [email protected]
DIRECTOR - INVESTOR SERVICESAllan TongTel: (852) 2980 1818 [email protected]
DIRECTORS - CHINA SERVICESNatalia SengTel: (852) 2980 1688 [email protected]
Shirley TsangTel: (852) 2980 1298 [email protected]
SENIOR CONSULTANTMarina WongTel: (852) 2289 1311 [email protected]
DIRECTOR - EXECUTIVE RESOURCESFiona YungTel: (852) 2289 3230 [email protected]
TRICOR SERVICES LIMITEDThis TechNews provides a summary of the major amendments to the Hong Kong Companies
Ordinance (the “Companies Ordinance”) on the regulation of oversea companies registered in Hong
Kong (commonly referred to as branches) brought about by the Hong Kong Companies (Amendment)
Ordinance 2004 (the “Amendment Ordinance”). The main purposes of the amendments are to
simplify the registration requirements and to enhance the disclosure requirements of oversea
companies. Whereas in the past, compliance failures by oversea companies have not been penalised, it
is highly likely that this will change. Accordingly, all oversea companies with branches in Hong Kong
must be familiar with these changes or should seek professional advice.
The Amendment Ordinance was published in the Government Gazette on 23 July 2004. It consists of:
Schedule 1 Amendments to the Companies Ordinance relating to prospectusesSchedule 2 Amendments to the Companies Ordinance relating to oversea companies and incorporation proceduresSchedule 3 Amendments to the Companies Ordinance relating to shareholders' remedies Schedule 4 Consequential and other amendments
The amendments relating to prospectuses as contained in Schedule 1 and Part 1 of Schedule 4 of the Amendment Ordinance, and the amendments relating to shareholders' remedies as contained in Schedule 3 of the Amendment Ordinance already came into operation on 3 December 2004 and 15 July 2005 respectively. It is anticipated that the amendments on oversea companies and incorporation procedures will be brought into operation in around late 2005.
A Summary on the Hong Kong Companies (Amendment) Ordinance 2004 Relating to Oversea Companies
Beijing Tricor Consultancy (Beijing) LimitedSuite 1808-09China World Tower 1China World Trade Centre1 Jian Guo Men Wai AvenueBeijing 10004 China
Tel: (86) 10 6505 8950 Fax: (86) 10 6505 8952
Hong Kong Tricor Services Limited28/F, BEA Harbour View Centre 56 Gloucester RoadWanchai, Hong Kong
Tel: (852) 2980 1888 Fax: (852) 2861 0285
Tricor Services Limited24/F, Prince‘s BuildingCentral, Hong Kong
Tel: (852) 2289 3222 Fax: (852) 2890 9262
Macau Tengis Business Services Limited17 Andar EPraia Grande Commercial CentreNo. 417-429, Av. Da Praia GrandeMacau
Tel: (853) 788 022Fax: (853) 788 021
Shanghai Shanghai Tricor Tengis Consultancy LimitedRoom 3109-17 31/F Shanghai Central Plaza381 Huai Hai Zhong Road Shanghai 200020China
Tel: (86) 21 6391 6893Fax: (86) 21 6391 6896
SingaporeTricor Singapore Pte Limited#11-00 PWC Building8 Cross StreetSingapore 048424
Tel: (65) 6236 3333 Fax: (65) 6236 4399
Tortola (BVI)Tricor International Trustee Limited 2nd Floor Palm Grove House, Wickhams CayRoad Town, TortolaBritish Virgin Islands
Tel: (1 284) 494 6004Fax: (1 284) 494 6404
2005 Tricor Seminar will be held in October.
See page 7 for details.
