(three) In spite of subsection (two)— (a) a company could enter into your transaction with only the prescribed acceptance of its members if the holding company is incorporated outside the house Hong Kong; and (b) a company may possibly enter into the transaction with only the prescribed approval with the Keeping company’s members whether it is a completely owned subsidiary in the Keeping company, plus the Keeping company is incorporated in Hong Kong. Segment: 501 Specified company should not make quasi-bank loan etcetera. to director

(two) The Registrar may do the act, or induce the act for being finished, as the company’s or even the liquidator’s or provisional liquidator’s consultant. (three) The Registrar might execute or sign any relevant instrument or doc, incorporating a memorandum stating that the Registrar has finished so since the company’s or even the liquidator’s or provisional liquidator’s agent. (four) An instrument or document executed or signed because of the Registrar beneath subsection (3) has exactly the same outcome as If your company, if nevertheless existing, had executed the instrument or doc. Area: 758 Former director will have to retain dissolved company’s publications and papers for six several years

(three) Regardless of subsection (two)— (a) a specified company may enter into your transaction with just the prescribed approval of its members if the holding company is incorporated outside the house Hong Kong; and (b) a specified company may enter into your transaction with just the prescribed acceptance of your Keeping company’s associates if it is a completely owned subsidiary with the holding company, and also the Keeping company is incorporated in Hong Kong. Part: 503 Specified company have to not enter into credit rating transaction and so forth. as creditor for director or linked entity

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A recognize which was served below part 337B in the predecessor Ordinance, as in force immediately ahead of its repeal, and that was in drive immediately prior to the commencement day of Division four of Section 16, proceeds in drive and has result as though it were a notice served underneath segment 780. 136. Detect of cessation of area of enterprise in Hong Kong

(four) If your duplicate or memorandum is stored at a place other than the company’s registered office, the company ought to notify the Registrar on the spot, or any change within the place, at which the duplicate or memorandum is held. The see needs to be in the desired form and shipped to the Registrar for registration within just 15 times after the duplicate or memorandum is initially stored at that place or within just 15 days once the change (as the case could possibly be). (5) If a company contravenes subsection (two) or (three), the company, and every dependable person of your company, commit an offence, and each is liable to the fantastic at degree three. (six) If a company contravenes subsection (4), the company, and each liable particular person of the company, commit an offence, and each is liable to your good at stage three and, in the case of the continuing offence, to a further high-quality of $three hundred for daily during which the offence carries on.

L.N. 163 of 2013 03/03/2014 (1) If a gathering is summoned less than part 670— (a) every observe summoning the Assembly that is certainly sent to the creditor or member have to be accompanied by an explanatory assertion complying with subsections (3) and (4); and (b) every single recognize summoning the Conference which is presented by advertisement— (i) must include things like an explanatory assertion complying with subsections (three) and (4); or (ii) have to point out where by And the way a creditor or member entitled to go to the Assembly may well attain a replica with the explanatory assertion. (two) If a detect offered by ad states that a creditor or member entitled to attend the Conference may get hold of a copy of the explanatory statement, the company must provide a duplicate with the statement, totally free, to a creditor or member applying within the manner laid out in the see. (three) An explanatory assertion— (a) have to explain the effect of your arrangement or compromise; and (b) need to state— (i) any material pursuits on the company’s administrators, whether as directors or as associates or as creditors from the company or if not, beneath the arrangement or compromise; and (ii) the outcome with the arrangement or compromise on Those people passions, in so far as the impact is different through the effect on the like pursuits of other individuals.

Cap 622 - Companies Ordinance 171 regard of whom the reserve director is nominated, the reserve director should be to be considered to be a director of your company for all uses right until— (a) somebody is appointed like a director in the company in accordance with its posts; or (b) the reserve director resigns with the Business of director in accordance with portion 464, whichever is the earlier. (five) The ailments specified for your purposes of subsection (4) are— (a) the nomination from the reserve director hasn't ceased to possess outcome beneath subsection (2); and (b) the reserve director isn't prohibited by regulation nor disqualified from acting to be a director on the company. Part: 456 Restriction on body corporate becoming director L.

Part: 755 Court docket may make vesting order L.N. 163 of 2013 03/03/2014 (1) On application by a one who— (a) claims an fascination in almost any residence or right disclaimed beneath part 753; or (b) is issue to the liability in respect of this kind of home or proper that isn't discharged with the disclaimer, the Courtroom may possibly make an buy for that vesting on the house or appropriate in, or its shipping to, an individual entitled to it, or an individual subject towards the legal responsibility stated in paragraph (b), or simply a trustee for somebody so entitled or matter. (2) An order may be made over the phrases that the Court docket thinks healthy. (three) An buy for your vesting of the assets or suitable in, or its shipping to, a person issue into a liability outlined in subsection (1)(b), or perhaps a trustee for the individual, may possibly only be produced if it seems on the Court that It could be just to do so for the goal of compensating the person in regard in the disclaimer. (four) Within the making of the order with the vesting of a residence or proper in, or its delivery to, someone, the property or suitable is vested in the person devoid of conveyance, assignment or transfer. Segment: 756 Liabilities of administrators and so on. of dissolved company continue on L.N. 163 of 2013 03/03/2014 Despite the fact that a company is dissolved less than this Portion, the legal responsibility (if any) of every director, supervisor and member of the company carries on and should be enforced as When the company experienced not been dissolved. Portion: 757 Registrar may possibly work as dissolved company’s or liquidator’s representative

Cap 622 - Corporations Ordinance 233 (a) the company’s registered Workplace; or (b) a prescribed area. (two) A company must notify the Registrar in the position at which the sign up of members is stored. The observe must be in the specified kind and sent to the Registrar for registration in just 15 days once the sign up is initially saved at that spot. (3) A company ought to notify the Registrar of any change (aside from a change in the tackle from the company’s registered Office environment) inside the place at which the register of customers is kept. The discover must be in the required form and shipped to the Registrar for registration inside of 15 times after the change. (four) Subsection (two) doesn't require a company to notify the Registrar with the place at which the register of associates is held— (a) if, in the situation of the sign up that came into existence on or after the commencement day* of the section, it has continually been saved in the company’s registered Place of work; or (b) if— (i) quickly right before that commencement day*, the company kept a register for the reasons of area 95 of your predecessor Ordinance; and (ii) on and after that commencement date*, that sign up is saved to be a sign up of users to the applications of area 627 within the area at which it absolutely was retained promptly in advance of that commencement day*.

Area: 455 Nomination of reserve director of private company L.N. 163 of 2013 03/03/2014 (1) If a private company has just one member Which member is the sole director of the company, the company may possibly by a resolution passed in a common Conference, Inspite of everything in its content, nominate somebody (aside from a entire body corporate) who has attained the age of eighteen several years like a reserve director of the company to act during the position of the only director in the party of the only director’s Dying. (2) The nomination of anyone being a reserve director of a private company ceases to acquire impact if— (a) ahead of the Loss of life of your director in respect of whom the individual was nominated— (i) the person resigns as reserve director in accordance with part 464; or (ii) the company at a standard meeting revokes the nomination; or (b) the director in respect of whom the individual was nominated ceases to become the sole member and sole director on the company for virtually any explanation in addition to the Loss of life of that director.

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L.N. 163 of 2013 03/03/2014 (one) A company will not be prohibited by part 500, 501, 502 or 503 from producing a mortgage or quasi-loan, entering right into a credit score transaction or providing a promise or delivering safety in connection with a bank loan, quasi-bank loan or credit score transaction, if the combination of the value with the transaction in concern, and the value of almost every other related transaction or arrangement, does not exceed 5% of— (a) the worth on the company’s net property as based on reference for the pertinent economical statements in the company; or (b) if no these types of pertinent financial statements are already prepared, the quantity of the company’s termed-up share capital. (2) During this segment, a reference to your related fiscal statements of the company is— (a) a reference to the company’s yearly money statements or once-a-year consolidated monetary statements well prepared below Aspect nine that were most just lately despatched to its users below area 430; or (b) if no these types of once-a-year monetary statements or annual consolidated fiscal statements are actually despatched since the commencement date* of section 430, a reference towards the company’s accounts well prepared underneath part 122 of your predecessor Ordinance which were most recently despatched to its users less than portion 129G of that Ordinance. (three) A transaction or arrangement is often a applicable transaction or arrangement with the purposes of subsection (one)— (a) whether it is entered into in advance of, or simultaneously as, the transaction in concern; and (b) if— (i) wherever the transaction in problem is entered into for your director with the company, a overall body corporate controlled by such a director, or an entity related with this kind of director, it truly is entered into to the director, controlled body corporate or related entity because of the company or possibly a subsidiary in the company as permitted by subsection (1); or (ii) where the transaction in dilemma is entered into for your director of a holding company of your company, a human body corporate controlled by this kind of director, or an entity connected with this kind of director, it truly is entered into for your director, managed entire body corporate or connected entity because of the holding company or simply a subsidiary with the holding company as permitted by subsection (one).