Section 5 of Hong Kong Companies Ordinance (the “Ordinance”) allows a private company, by passing relevant special resolution and delivering necessary documents to the Registrar, to declare as a dormant company. In accordance with the law, a dormant company is exempt from complying certain requirements as laid down in the Ordinance and there it allows an inactive company to be retained at a minimum maintenance cost.
Under the new Companies Ordinance ("the new CO"), a person who was a director or member of the company and within 20 years after the date of the dissolution of the company, which may apply to the Registrar for the administrative restoration of the company to the Companies Register, if the company is dissolved, or the company name has been struck off the Companies Register under section 746 or 747 or the predecessor Ordinance.
Hong Kong Company Maintenance. A Limited company, which is defunct and solvent, wants to cease its business must officially apply to the Companies Registry to deregister it or strike it off from the Register of Companies. A company is still required to file Annual Returns to the Companies Registry before it is officially deregistered. A penalty will be imposed on the Company and/or the management for failure of submission of Annual Return.
The Hong Kong Legislative Council passed the Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) (Amendment) Bill 2017 and Companies (Amendment Bill) 2017 on 24 January 2018 and the Bills will come into operation on 1 March 2018.
What is Change of Name, Change of English name, change of Chinese name, addition of English name or addition of Chinese name are all regarded as change of company name and must go through the same procedures.Procedures for Change of Name,To effect a change in the name of a company (which includes the adoption or abandonment of a formal English or a Chinese version of the name)
The Hong Kong Companies Ordinance (Chapter 622 of Hong Kong laws, hereafter the new CO? is set to commence operation 3 March 2014. The new CO will replace the current Hong Kong Companies Ordinance (Cap. 32) (Cap 32?. The new CO aims to enhance corporate governance, ensure better regulations, facilitate business and modernize the law.
Closing down a company in Hong Kong involves a certain number of formal steps and the overall process can take many months to complete.Closing down a company in Hong Kong involves a certain number of formal steps and the overall process can take many months to complete.
Pursuant to the new Companies Ordinance (Cap. 622), Memorandum of Association is no longer consider as a constitutional document of a local company. Only Articles of Association (“AA”) is required for a company incorporated in Hong Kong under the new Ordinance.
To form a company under the Hong Kong Companies Ordinance, certain documents must be prepared which will form the constitution (bylaws) of the company. The constitution or bylaws of a Hong Kong incorporated company is commonly known as Articles of Association.
Hong Kong Companies Ordinance require every Hong Kong limited company must have an Articles of Association. Company may tailor made their own Articles of Association or use the samples provided by Hong Kong Companies Registry.