Before cap 32 there had been the companies ordinance 1865 based on the uk act 1862 and the companies ordinance 1911. On 3 march 2014, hong kongs new companies ordinance new co and its subsidiary legislation became effective 1. The most comprehensive and indepth text on business law business law in hong kong, now in its fifth edition, continues to provide an analysis of the general principles relating to the laws o. Hong kong law charltons hong kong law firm hong kong. Introduction the lifting of corporate veil doctrine remains one of the most difficult areas of hong kong company law. Cybersecurity in hong kong a legal perspective dominic wai, partner, onc lawyers this presentation is not an exhaustive treatment of the area of law discussed and cannot be relied upon as legal advice. Insider dealing law in hong kong cuhk faculty of law. As hong kong company law no longer invariably tracks its english counterpart, this text has been written specifically to highlight key issues of hong. The new companies ordinance new co is a comprehensive rewrite of the predecessor companies ordinance cap. The lifting of corporate veil doctrine in hong kong. Before the society could make those changes it had to be confident that students had appropriate textbooks from which to study hong kong law, and so it asked the members of an advisory committee on law studies, who. If you want to open a company in hong kong you should know that a new companies ordinance has been enforced starting with march 2014 and it brings new, progressive changes to company related matters. Kong companies are moved to subsidiary legislation to facilitate updating of.
Development of thirdparty funding in dispute resolution in major common law jurisdictions industry insights cases in brief professional moves practice skills. This applies to both existing and new companies incorporated in hong kong. No responsibility for any loss occasioned to any person acting or refrain from acting as a. Tort law in hong kong 3rd edition, rick glofcheski 9. Sources of law, business structures and company formation 20% 40 learning hours lo. Contract law in hong kong hong kong university press. Hong kong corporation for first time entrepreneurs.
The course will also explore key principles of corporate governance. Minority shareholders rights in hong kong july 2016 newsletter no. To facilitate business, it is necessary to simplify the mode of execution. Article 731 of the basic law provides the legislative council with the powers and functions to enact, amend or repeal laws in accordance with the provisions of the basic law and legal procedures.
Overview of insolvency law in hong kong this paper sets out a brief overview of corporate insolvency law in hong kong and compares and contrasts the insolvency laws in hong kong with those of other jurisdictions. Commencement of the new requirements from 1 march 2018 plugs a gap in the company legislation, and goes a long way towards enhancing the transparency of legal persons. Capital reduction under the new companies ordinance. On 3 march 2014, an entirely new hong kong companies ordinance cap. Under the hong kong companies ordinance, a company that is neither a private company nor a company limited by guarantee is a public company. The constitutional framework is provided by the hong kong basic law, which is a national law of the peoples republic of china prc. The company is required to have a registered address in hong kong and this address must be advised to the companies registry for the purpose of delivery of notices and. The most comprehensive and indepth text on business law business law in hong kong, now in its fifth edition, continues to provide an analysis of the general principles relating to the laws of business and the legal.
Capital reduction under the new companies ordinance relevant to pbe paper iv business law and taxation edward b. The legal system of the hong kong special administrative. It is a requirement of hong kong company law that every hong kong company engage a hong kong resident company secretary to maintain the statutory records of the company. The current hong kong company law, the companies ordinance. Criminal procedure in hong kong a guide for students and practitioners 2nd edition, amanda whitfort 11. Section a all 45 questions are compulsory and must be attempted. Butterworths hong kong company law windingup and miscellaneous provisions handbook, 3rd edition. We understand that an update to the guidance will be issued in the near future, and it. Secretary of hong kong pursuant to section 77 of the sfo group hkex and its subsidiaries hkex or the company hong kong exchanges and clearing limited hkfe hong kong futures exchange limited hong kong hong kong special administrative region of the peoples republic of china. From 3 march 2014, all shares, whether issued before or after that date, will lose their nominal also known as par value. The application shall be submitted to hong kong s registrar of companies. Frequently asked questions about setting up a hong kong company. How laws are made legislative council of hong kong.
The courts of justice in hong kong comprise the court of final appeal, the high. The basic law of the hong kong special administrative region of the peoples republic of china published by the constitutional and mainland affairs bureau designed by the information services department printed by the government logistics department hong kong special administrative region government. You will find below the key extracts from the hong kong companies ordinance along with the full act. The linked exchange rate system was introduced in october 1983. Company law yeung bing kwong kenneth v mount oscar ltd 2019 3 hklrd 575, 2019 hkca 688, 2019 hkec 2006 court of appeal civil appeal no 26 of 2019 kwan vp, yuen and au jja 11, 26 june. Hong kong insolvency law regulates the position of companies which are in financial distress and are unable to pay or provide for all of their debts or other obligations, and matters ancillary to and arising from financial distress.
Students will also evaluate the place and role of hong kong companies, and companies in general, in modern society. The law of hong kong is based on the rule of law and the independence of the judiciary. Aims this course aims to provide learners with the legal knowledge of a company limited by shares in hong kong. Land law in hong kong 4th edition, sh goo and alice lee 12. Company act in hong kong open a company in hong kong. While some of such services are directly delivered by the government, many are provided by numerous subvented organisations, ranging from large statutory bodies. It provides free online access to current and past versions of consolidated legislation dating back to 30 june 1997 and pdf copies marked verified copy have official legal status. If you are establishing a company in hong kong for the first time, it is recommended that you familiarize yourself with this information. Apply appropriate judgement when presenting advice on structural and legal issues in a relevant form. The current hong kong company law, the companies ordinance 1932, cap 32, came into operation on 1 july 1933. Hkma hong kong monetary authority hknpl hong kong note printing limited hkscc hong kong securities clearing company limited iftp interbank fund transfer processor law liquidity adjustment window lb licensed bank mm marketmaker mpc multipurpose stored value card pps payment by phone service rd recognised dealer rlb restricted licence bank sap. The protection of minority shareholders of a company is ensured by certain safeguards provided by the hong kong companies. Business law hong kong monday 8 december 2014 the association of chartered certified accountants.
While section 465 of the companies ordinance does not apply directly to the directors of non hong kong companies i. Provides uptodate and accessible guide to company law in hong kong. Although prohibited since the 1970s, insider dealing has only become a crime in hong kong since 2002. We have reached a stage where a comprehensive rewrite of the co is needed to modernise our company law to further enhance hong kongs status as a major. Lpf shall maintain a registered office in hong kong. The constitutional framework is provided by the hong kong basic law, which is a national law of the peoples republic of china prc under the principle of one country, two systems, hong kong has its own legal system, distinct from the law of the peoples republic of china, and based on the. Hong kong financial services and the treasury bureau. New10% preorder an introduction to the conflict of laws 2nd edition. The new companies ordinance the new ordinance, which consists of 21 parts, 921 sections and 11 schedules is, i believe, one of the longest and most complex pieces of legislation ever enacted in hong kong. In hong kong, a myriad of quality public services have been put in place to benefit the whole community. Hong kong government relief measures in light of the covid19 outbreak hong kong law april 2020 download pdf version download word version hong kong government relief measures in light of the covid19 outbreak as hong kong heads into the third month of the covid19 outbreak, the economic impact of the outbreak is increasingly impacting hong kong businesses. Three years on from its enactment, the companies ordinance.
Hong kong companies ordinance companies act is an official document stating the legal limits within which companies may do their business in hong kong. Drafting and making legislation in hong kong drafting legislation in hong kong a guide to styles and practices how legislation is made in hong kong a drafters view of the process. Case law suggests a non hong kong company should not be so prohibited as long as no hong kong parent company takes any. A hong kong public limited company plc is limited by shares but, unlike a hong kong private limited company, its shares and debentures may be offered to the public and it can have more than 50 shareholders. Special resolution rather than a simple majority vote, a special resolution, i. Companies ordinance gazette number version date long title. Full new companies ordinance chapter 622 companies registry. Hong kong corporation for first time entrepreneurs this guide is an introduction to the legal personality of a hong kong limited liability company. The new ordinance does not completely replace the previous legislation, however, the changes are important because they refer to core issues for the formation of companies and the manner in. It was discussed at the insolvency session of the iata legal symposium 2006. Directors duties under the new companies ordinance in hong kong, all hong kong incorporated companies are required to appoint a company secretary, in contrast to the uk. Home sector industry listed companies smes and startups insurance banking and finance construction accounting catering others integrity focus recent icac cases anticorruption laws in hong kong crossboundary corruption conflict of interest ethical decision making resources case studies practical guides feature articles training videos e.
Cfreds third company law colloquium perspectives on. Two types of bills article 625 of the basic law provides that the government of the hong kong special administrative region has the powers and. Managing the property and affairs of persons with mental incapacity dispute resolution. Hong kong companies ordinance hong kong company law. Democracy in hong kong council on foreign relations.
The course will also explore principles of corporate governance. An ordinance to reform and modernize hong kong company law, to restate part of the enactments relating to companies, to make other. Hong kong to maintain beneficial ownership information by way of keeping registers of significant controllers. The new companies ordinance the new ordinance, which consists of 21 parts, 921 sections and 11 schedules is, i believe, one of the. Treitel the law of contract th edition, edwin peel. Additionally, we will explore the economic and business context of company law and in particular, the way in which the law seeks to strike a balance between the interests of various stakeholders including companies, shareholders, creditors, and the public.
It introduces the companies ordinance as the basic legal framework for registered companies. Hong kong company law the hong kong institute of chartered. Tong, chartered company secretary, barrister at law, author of the pbe paper iv study text introduction the new companies ordinance co cap. The new companies ordinance the commencement of the new companies ordinance, chapter 622 of the laws of hong kong, on 3 march 2014 will herald a new era for hong kongs company law. Paper 6 hong kong business law aim this paper aims at providing students with an awareness of the overall legal framework in which business in hong kong operates and at enabling them to apply the relevant legal rules and practices to business problems and practical situations. Frequently asked questions about setting up a hong kong. This latest edition has been updated with recent hong kong and overseas case law and outlines the provisions of the companies amendment ordinance 20. Individual components verified copy under the hong kong elegislation bilingual. After briefly discussing the reasons for and against the prohibition of insider dealing, this paper outlines the legislative history of the. This is the first book to offer the reader an indepth analysis of the principles of hong kong company law, coupled with a comprehensive collection of relevant case law from the hong kong courts. There is a dearth of overarching guiding principles for a body of largely incoherent case law. The course will explore the economic and political context of company law and in particular the way in which the law seeks to strike a balance between the interests of companies, shareholders, creditors, and the public.
Hong kong company law 14th 2015 by vanessa stott, published by pearson. The new ordinance will replace the core provisions of the existing companies ordinance chapter 32 of the. Briefing notes on part 3 of the new companies ordinance. Mayer brown jsm can handle the registration on your behalf. Incorporating public limited company in hong kong set up guide. Demonstrate an understanding of the legal framework within which commercial organisations.
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