Basic Requirements and Facts for Hong Kong Companies – Start. What are the requirements for Hong Kong company registration? Are Hong Kong companies required to file annual accounts?
Are foreigners required to be shareholders of Hong Kong companies? Basic Hong Kong company director requirements Two types of companies that are chosen by the foreign are Company Limited by Shares and Company Limited by Guarantee.
The director’s name can be a person or a company for the Hong Kong company but at least one director’s name must be a natural person. Identity of directors and shareholders is publicly disclosed in filings with the Companies Registry. However, shareholders are also an integral part of Hong Kong companies and are found as commonly as a director or secretary. In this blog, we will detail the key responsibilities and duties for these three roles.
Shareholders do not have a residency requirement. It also illustrates how the Listing Committee views explanations as to failings in the discharge of director duties as enforcers of the listing rules. Directors and shareholders can be the same.
In summary, the company announced a loss of HK$million in its interim financial and the market reacted to the negative news. The share price and trading volume of the company’s shares dropped and , respectively. One month later, the company issued a clarification that it had in fact made a profit of HK$2million.
This was a HK$2million swing, which affected the fair value of the company’s assets. It was stated that this was due to an error in the. See full list on csj. Mr Chen was a former executive director of TC Orient Lighting Holdings Lt and also president of another Chinese company.
He signed a guarantee, without the knowledge of the boar in which a subsidiary of the listed company became a guarantee of his and his Chinese company’s borrowings. The company only learned about these arrangements when the group was sued under the guarantee. In fact, under the listing rules, the guarantee was a major and connected transaction of the company requiring shareholders’ approval prior to its entry into force. The two Listing Committee decisions discussed above are certainly instructive as to the interpretation of directors’ duties requirements in Hong Kong.
When HKEX commenced investigatio. Company secretaries and governance professionals should arrange periodic training for directors on their duties and responsibilities. We should remind them that, under Hong Kong law, directors are agents of their listed companies. Therefore, they must faithfully adhere to common law principles relating to their fiduciary duties, including not being in a position of conflict, along with their statutory duty under Section 4of the Companies Ordinance to exercise reasonable skill, care and diligence as with any reasonable director, or a higher standard where they have specific skill sets and experiences.
In all cases, their conduct must be that of a reasonable director under Hong Kong law.
Fundamentally, we must remind directors that, under Hong Kong law, all directors serve as directors to a unitary board. That is, they all have dutie. A private limited company in Hong Kong must: 1. Maintain a local registered address (P.O. Box not allowed) 2. Notify the Companies Registry of any changes in the company’s registered particulars including registered address, particulars of shareholders, directors, company secretary, changes in share capital, etc.
Notification of change of address of registered office – within days after the date of change 6. Both local and foreign companies (an incorporated subsidiary or registered branch) in Hong Kong are subject to annual filing requirements with the Inland Revenue Department (IRD) and Companies Registry. It is the responsibility of the directors of the company to ensure that the initial and ongoing compliance requirements are met with. Non-compliance can lead to fines or even prosecution. It is prudent to engage the services of a professional firm to ensure ongoing compliance with statutory rules and regulations of the Hong Kong Companies Ordinance.
The Hong Kong prospectus is the sole document by which the company sells its shares in the Hong Kong IPO. To setup a Hong Kong limited liability company , normally the following documents will be required: A copy of the Articles of Association for the company. A standard document is normally provided by the professional services firm who is assisting.
A duly completed incorporation form that includes. A director of a company must not allow personal interests to conflict with the interests of the company. Principle Duty not to enter into transactions in which the directors have an interest except in compliance with the requirements of the law. A company secretary must be resident in Hong Kong (that is, an individual who ordinarily resides in Hong Kong or a company with a registered office or place of business in Hong Kong ). Under the Companies Ordinance, the sole director of a private company cannot be a director and company secretary at the same time. Hong Kong Company Maintenance and Compliance Guide (12) – Accounting and Auditing Requirements of a Hong Kong Company 1. Book-keeping (Keeping of Books of Accounts) Requirements.
The directors of a public company would normally need financial management expertise or the relevant professional qualifications to be appointe while the company has to have a non-executive director as at least one-third of its board as per the Hong Kong regulations. FOREWORD AND PREFACE. PART I – THE COMPANY AND ITS BOARD. Since the New Companies Ordinance makes it optional for Hong Kong incorporated issuers to have a company seal, the Exchange proposes to amend paragraph 2(1) of Appendix to the Main Board Listing Rules so that Hong Kong companies without a seal may state in their articles of association that certificates for capital must be executed under signature of appropriate officials.
Being a resident director means that a director must be an “ordinarily resident” in Singapore, one whose usual place of residence is Singapore.