The issuing of new shares in a company involving the allotment of shares by the directors to particular person, submission of document to Companies Register and then the issuance of the shares to these persons after their relevant particulars is entered into the company’s register of shareholders.
Allotments of shares, other than allotments pursuant to offers to existing shareholders pro rata to their existing holdings, may only be made with the prior approval of the shareholders in general meeting. This approval may be given concerning a particular allotment or in general. In either case this shareholder approval expires (if not previously revoked by the company in any general meeting) when the next annual general meeting of the company is held or ought to be held.
Return of Allotment (Form NSC1), a statutory document disclosing the members and their shareholdings, must be filed with the Registrar within one month of the date of the allotment. Beyond this time limit, the Registrar may refuse to accept the return of allotments and an application will have to be made to the court for leave to file the expired returns.
A share may be beneficially owned by someone other than the registered holder and we can provide a nominee shareholder service. However, to enhance transparency of corporate beneficial ownership, the Companies Ordinance (Cap. 622) require a company incorporated in Hong Kong to maintain up-to-date beneficial ownership information by keeping a Significant Controllers Register. The Register should be open for inspection by law enforcement officers upon demand but not open to public.
Disclaimer
All information in this article is only for the purpose of information sharing, instead of professional suggestion. Kaizen will not assume any responsibility for loss or damage.
Responsibility for the overall management of a Hong Kong Company typically rests with its board of directors. Generally, the board authorises the actions of the Company through board resolutions passed at board meetings or, if authorised by the articles, by written resolution signed by all the directors or a stated proportion of them.
The transfer of legal title to shares in a Hong Kong company is effected by an "instrument of transfer". Beneficial title to shares is transferred by way of contract notes (a bought note and a sold note).Contract notes must be submitted for stamping within two days (30 days if the sale takes place outside Hong Kong) for execution.
A corporation carrying on a business in Hong Kong has to file a Profits Tax Return (tax return Form BIR51) for every year of assessment. The tax return must be supported by the following (except small corporation): a certified copy of detailed Statement of Financial Position/Balance Sheet and Statement of Comprehensive Income/Profits and Loss Account;
The Employer's Return is issued by the Inland Revenue Department (IRD) every year for the purpose of reporting the amount of remuneration, including salaries, wages, commission etc, paid to each employee during a year of assessment, that is, for a year running from April 1 to 31 March next year.
