Cap 622 - Providers Ordinance 103 (4) The payment is— (a) a payment made by the company in respect from the get-again via the company of shares in itself (apart from a payment lawfully made if not than outside of distributable revenue); or (b) a payment made by the company of any description laid out in section 257(five) (besides a payment lawfully built if not than outside of distributable profits). (5) With this area— liabilities(負債) has the indicating given by segment 274(one); Web property(淨資產), in relation into a company that offers any monetary aid, signifies the amount by which the mixture from the company’s belongings exceeds the combination of its liabilities (taking the level of each assets and liabilities to get as said from the company’s accounting records immediately ahead of the monetary guidance is given); Web liabilities(淨負債), in relation to some company that provides any financial help, indicates the quantity by which the aggregate of your company’s liabilities exceeds the mixture of its belongings (using the level of equally property and liabilities to become as said in the company’s accounting documents instantly before the economical support is provided).

Remarks: Not nevertheless in operation Plan eight, which consists of amendments regarding paperless holding and transfer of shares and debentures, has result. Area: 909 Ability for making rules L.

Cap 622 - Providers Ordinance 106 (a) the company’s registered Office environment; or (b) an area prescribed by polices built underneath portion 657. (two) A company should notify the Registrar of the place at which the sign-up of debenture holders is stored. The discover has to be in the desired variety and shipped to the Registrar for registration in just fifteen days following the register is to start with held at that put. (three) A company need to notify the Registrar of any change (besides a change from the address with the company’s registered Workplace) inside the position at which the sign-up of debenture holders is stored. The observe need to be in the required type and sent to the Registrar for registration within fifteen times following the change. (four) Subsection (2) would not need a company to inform the Registrar in the location at which the register of debenture holders is kept— (a) if, in the case of the sign-up that came into existence on or after the commencement date* of the Division, it's got always been kept in the company’s registered Office environment; or (b) if— (i) quickly right before that commencement date*, the company held a register for that uses of area 74A on the predecessor Ordinance; and (ii) on and following that commencement day*, that sign-up is retained as being a sign-up of debenture holders for your needs of area 308(1) for the place at which it had been saved promptly prior to that commencement date*.

Single possession: On this small business, the operator on the company controls all of the matters and he bears all the threats himself.

(five) In Division six, a reference into the billed house of the registered non-Hong Kong company is really a reference to— (a) the home in Hong Kong on the company and topic to your demand created because of the company, besides house which was not in Hong Kong once the demand was made; or (b) the residence in Hong Kong in the company and issue to your demand that subsisted when the residence was

(five) To the purposes of subsection (four), if someone is current by proxy, that particular person is always to be thought to be Keeping just the shares in regard of which the proxy is authorized to workout voting rights. (6) In a variation of course legal rights Assembly, any holder of shares in The category that's current in human being or by proxy might demand a poll. (7) For your applications of this part— (a) any Modification of the provision inside of a company’s posts for your variation with the rights attached to shares in a class, or even the insertion of this type of provision into your content, is by itself to become considered to be a variation of People legal rights; and (b) a reference on the variation from the legal rights attached to mshares in a category features the abrogation of These rights. Portion: 624 Application to course meetings of organizations with no share funds

Cap 622 - Corporations Ordinance 173 (a) to eliminate a director; or (b) to appoint somebody rather than a director so removed for the Conference at which the director is eliminated. Be aware— See also area 578 which sets out the requirements concerning Specific observe. (5) A vacancy created through the removing of the director, if not crammed at the meeting at which the director is eradicated, can be stuffed as a casual vacancy. (6) Someone appointed director in place of a taken out director should be to be regarded, for the purpose of determining some time at which that individual or almost every other director would be to retire, as though that human being experienced grow to be director on the day on which the individual taken out was previous appointed a director. (seven) In relation to a resolution to eliminate a director prior to the stop on the director’s expression of Office environment, no share may well, on a poll, carry a increased variety of votes than it would carry in relation on the generality of matters to be voted on in a standard meeting on the company. (eight) If a share carries Specific voting legal rights (that is definitely to convey, rights distinctive from All those carried by other shares) in relation to some matters although not Other people, the reference in subsection (7) on the generality of issues to be voted on in a typical meeting with the company will be to be construed to be a reference for the issues in relation to which the share carries no Exclusive voting legal rights. (nine) This area is never to be considered depriving anyone of payment or damages payable to the person in regard with the termination of— (a) the person’s appointment as director; or (b) any appointment terminating with that as director. Segment: 463 Director’s appropriate to protest versus removal L.N. 163 of 2013 03/03/2014 (1) On receipt of recognize of a resolution less than section 462(four) to get rid of a director, the company ought to forthwith deliver a replica of the observe to your director anxious. (two) The director (whether a member on the company) is entitled to generally be heard about the resolution on the Conference at which the resolution is voted on.

leg. C), as in force quickly just before its repeal, continues to use in relation into a petition to verify an alteration in the memorandum offered underneath part 8 from the predecessor Ordinance getting a continuing outcome beneath subsection (one). seven. Alteration of certain circumstances of memorandum of association

L.N. 163 of 2013 03/03/2014 (1) A company should let a director in the company for making a duplicate of its accounting records inside the course of inspection. (2) A company will company formation agents have to give a director in the company by using a copy of its accounting records for free of charge If that's so asked for via the director. (three) For your applications of subsection (2)— (a) If your director requests a copy in the company’s accounting records in tricky copy kind, the company ought to offer the copy in really hard copy variety; and (b) When the director requests a duplicate with the company’s accounting records in electronic kind, the company must supply the copy in almost any Digital variety that the company thinks in good shape. (4) Subsections (two) and (three) will not demand a company to offer a director from the company having a duplicate of its accounting data in electronic kind if it keeps its accounting data by recording the knowledge in hard duplicate kind only. (five) If any accounting documents are held by a company by recording the data in electronic type, a requirement underneath this Subdivision for that accounting documents to be open up to inspection is usually to be regarded as a prerequisite— (a) for a reproduction from the recording in tough duplicate type to be open to inspection; and (b) with the recording to become open up to inspection by electronic means at the ask for of anyone entitled to examine the accounting records. (6) A director of the company who fails to just take all realistic steps to safe compliance with subsection (one) or (two) commits an offence and it is liable to a high-quality at amount five and, in the situation of the continuing offence, to a further great of $1000 for day after day all through which the offence carries on.

L.N. 163 of 2013 03/03/2014 (one) A situation that right away prior to the commencement day* of the Division was contained within the memorandum of association of the current company and was in force is, for all purposes, for being viewed as a provision in the company’s articles. (two) If a memorandum of association is registered on or after the commencement day* of this Division under the provisions having a continuing outcome under Routine 11, a issue contained in that memorandum is, for all functions, being regarded as a provision in the company’s article content registered under the predecessor Ordinance. (3) If, prior to the commencement date* of this Division, a Specific resolution altering a problem with the memorandum of association of the present company was handed less than part 8(1) or 25A(1) of your predecessor Ordinance plus the alteration usually takes impact on or following that day, then the altered situation is, for all purposes, being considered a provision with the company’s content articles registered beneath the predecessor Ordinance.

(3) An officer or personnel of a system corporate on which a necessity is imposed under section 873 commits an offence if the officer or personnel, with intent to defraud, causes or lets the human body corporate to fall short to adjust to the need.

L.N. 163 of 2013 03/03/2014 (1) Without the prescribed acceptance of its users, a specified company need to not— (a) enter right into a credit history transaction as creditor for— (i) a director with the company; or (ii) an entity connected with such a director; or (b) provide a promise or provide protection in reference to a credit score transaction entered into by anyone as creditor for this type of director or an entity connected with this type of director. (2) Without the prescribed acceptance of its users along with the prescribed acceptance from the holding company’s customers, a specified company ought to not— (a) enter into a credit score transaction as creditor for— (i) a director of the holding company on the company; or (ii) an entity linked with this kind of director; or (b) provide a promise or provide security in reference to a credit history transaction entered into by any person as creditor for this type of director or an entity linked with this kind of director.

(one) Segment fifty seven on the predecessor Ordinance, as in drive promptly before its repeal, proceeds to apply into the payment of fascination by a company In the event the Particular resolution below paragraph (a) from the proviso to that section authorizing the payment was handed before the repeal, despite in the event the sanction of your court for your payment is received. (2) Without restricting subsection (1), the company may well demand curiosity to capital in accordance with section 57 with the predecessor Ordinance if— (a) fascination was paid out by a company in accordance with that section prior to its repeal, but not billed to cash; or (b) interest is compensated by a company once the repeal in accordance with a Unique resolution passed beneath paragraph (a) on the proviso to that portion ahead of the repeal, despite when the sanction from the courtroom to the payment is attained.

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