About hong kong listing rules company secretary

The financial statements for your fiscal yr will have to condition— (a) whether they have already been well prepared in accordance Using the relevant accounting specifications throughout the indicating of part 380; and (b) if they've not been so prepared, the particulars of, and The explanations for, any materials departure from Individuals criteria. Portion 2

(4) If, Anytime in the course of the money calendar year to which a directors’ report geared up by the directors of a company relates, a permitted indemnity provision created by the company was in drive for the advantage of a number of individuals who were being then administrators of an affiliated company of your company, the report should state the provision was in power. (5) In this particular area— directors’ report(董事報告) signifies— (a) the report necessary to be prepared under part 388(one); or (b) the consolidated report needed to be organized below portion 388(two). Segment: 471 Put where by duplicate of permitted indemnity provision must be stored

Section: 468 Avoidance of provisions safeguarding director from liability L.N. 163 of 2013 03/03/2014 (one) This area applies to a provision contained inside of a company’s articles, or in the agreement entered into by a company, or normally. (2) If a provision purports to exempt a director of your company from any legal responsibility that may if not attach towards the director in connection with any carelessness, default, breach of responsibility or breach of trust in relation into the company, the provision is void. (3) If, by a provision, the company straight or indirectly provides an indemnity for just a director of the company, or simply a director of the connected company on the company, versus any liability attaching on the director in reference to any negligence, default, breach of responsibility or breach of trust in relation to your company or connected company (as the situation may very well be), the provision is void. (4) Subsection (three) will not reduce a company from using out and keeping in power insurance plan for your director from the company, or a director of an associated company of the company, versus— (a) any legal responsibility to anyone attaching towards the director in connection with any negligence, default, breach of duty or breach of rely on (aside from fraud) in relation towards the company or affiliated company (as the situation can be); or (b) any legal responsibility incurred through the director in defending any proceedings (whether civil or legal) taken versus the director for any carelessness, default, breach of responsibility or breach of trust (which includes fraud) in relation into the company or associated company (as the case could be).

Most entrepreneurs create corporations in Hong Kong due to the favorable taxation method. Nonetheless, it should be noted that Hong Kong firms will have to adhere to all tax restrictions. The company secretary sees to it which the agency satisfies all tax obligations.

Cap 622 - Organizations Ordinance 226 (ii) three months once the end of that accounting reference period, whichever will be the afterwards; and (b) in the situation of any other company— (i) 6 months after the anniversary from the company’s incorporation; or (ii) three months once the stop of that accounting reference time period, whichever could be the later on. (three) If a company has by a administrators’ resolution under segment 371 or possibly a observe sent to the Registrar beneath that area, shortened an accounting reference time period, the company have to maintain a basic Conference as its annual standard Assembly inside the subsequent interval— (a) in the situation of A non-public company or possibly a company constrained by guarantee— (i) 9 months following the close with the shortened accounting reference period; or (ii) 3 months after the date of the directors’ resolution, whichever is definitely the later on; and (b) in the situation of some other company— (i) six months after the conclusion of the shortened accounting reference time period; or (ii) three months once the day of the administrators’ resolution, whichever would be the later. (four) A private company mentioned in subsections (one), (two) and (3) isn't going to incorporate a private company that's, Anytime over the money yr, a subsidiary of the public company. (five) If for any purpose the Courtroom thinks in shape to take action, it may well, on an application created ahead of the conclude in the period of time or company formation with bank account else allowed for Keeping an once-a-year basic Conference in regard of the economical year of the company, by buy extend that time period by an extra interval laid out in the buy.

(one) Besides wherever the company is A personal company aquiring a share cash, if the money 12 months (as defined in part 2(1) of your predecessor Ordinance) in the company commences prior to the commencement day* of part 662 and finishes on or after that day— (a) sections 107 and 109 in the predecessor Ordinance, as in power immediately before their repeal, continue on to use in relation to the company for that fiscal year; and (b) part 662 applies in relation on the company for the primary economic yr that begins on or after that commencement date* and all subsequent fiscal several years.

For your needs of your operation of the Ordinance on and after the commencement date* of area a hundred thirty five in relation to your share issued just before that commencement date*— (a) the quantity compensated around the share is the sum of all quantities compensated for the company at any time for the share; and (b) the quantity remaining unpaid around the share may be the distinction between The difficulty price of the share and the amount paid around the share. 37. Treatment method of share premium account and cash redemption reserve

Cap 622 - Providers Ordinance 212 (a) might be despatched towards the company in really hard copy kind or in Digital variety; and (b) has to be authenticated by the member or by a person performing within the member’s behalf.

(2) Within this Division— (a) a reference to a person incurring a liability involves the individual changing their monetary place by producing an settlement or arrangement (no matter whether enforceable or unenforceable, and no matter whether designed on the person’s have account or with another particular person) or by almost every other indicates; and

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(three) Should the Registrar is of the view that a letter underneath subsection (1) is unlikely to generally be received by the registered non-Hong Kong company, the Registrar could, instead of sending a letter beneath that subsection, publish during the Gazette a recognize that, Unless of course induce is proven on the contrary, the company’s title might be struck off the Companies Sign-up, and the company will no longer be a registered non-Hong Kong company, at the end of three

L.N. 163 of 2013 03/03/2014 (1) If your Registrar has affordable bring about to feel that a registered non-Hong Kong company has ceased to possess a place of business enterprise in Hong Kong, the Registrar might ship to your company by write-up a letter inquiring if the company has ceased to possess a position of company in Hong Kong. (two) A letter must be tackled— (a) to a certified representative with the registered non-Hong Kong company whose necessary specifics are demonstrated in the businesses Register; or (b) if no expected information of licensed Reps from the company are shown in the Companies Register, to any place of company founded because of the company in Hong Kong.

(seven) If a human body corporate is often a member of the holding company of your body corporate, subsection (1) doesn't avoid the body corporate from accepting or Keeping further shares in the Keeping company if These shares are allotted to the body corporate as fully compensated up as a consequence of the capitalization of reserves or income with the holding company. (8) If a company will make an offer of shares to its associates, the company— (a) may well market, on behalf of any of its subsidiaries, any this sort of shares that the subsidiary could, but for this segment, have taken by virtue of shares during the company which can be previously held through the subsidiary; and (b) might pay towards the subsidiary the proceeds of your sale. (9) Although a system corporate is a member of a Keeping company of the human body corporate, it's no proper to vote at — (a) conferences in the Keeping company; or (b) meetings of any course of members from the Keeping company. (10) Subsection (nine) won't use if the body corporate is such a member while in the conditions explained in subsection (two). (eleven) Within this area, a reference to some entire body corporate features a nominee for your body corporate. (twelve) In this particular section, a reference to shares, in relation into a holding company That could be a company constrained by assurance or an unlimited company, consists of the curiosity in the company’s associates, whatever the sort of the fascination and whether the company incorporates a share funds. Area: 114 Notifying Registrar of rise in quantity of members of company limited by guarantee

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