The articles of association are series of documents that describe the scope of the company as well as the duties and responsibilities of its members. Sample a is a simplified form of articles of association for private companies limited by. We believe that the changes brought about by the new ordinance will benefit all companies in hong kong, including their shareholders and directors, and reinforce hong kongs competitiveness as a place to do business. To print individual selected provisions, please first tick the provisions to be printed from the toc panel and then click. Please set the page orientation to landscape for printing of bilingual texts on a single page. In accordance with the new ordinance, new companies are not required to file memorandum of association at the time of incorporation. A condition of an existing companys memorandum of association is to be regarded as a provision of the companys articles. Hong kong elegislation english subject index to ordinances.
The new companies ordinance the new ordinance, which consists of 21 parts, 921 sections and 11 schedules is, i believe, one of the longest and most complex pieces of legislation ever enacted in hong kong. The hku scholars hub has contact details for these authors. The hong kong companies ordinance chapter 622 of hong kong laws, hereafter the new co. Companies ordinance contents section page part 1 preliminary division 1 short title and commencement. In these articles unless there is something in the subject or context inconsistent therewith.
Following commencement of the new co, the current companies ordinance cap. View notes companies ordinance cap 622 from llaw 3010 at the university of hong kong. Drafting and making legislation in hong kong drafting legislation in hong kong a guide to styles and practices how legislation is made in hong kong a drafters view of the process. The hong kong companies registry is the agency responsible for the enforcement of the companies ordinance and the registration of companies incorporated in hong kong. Companies ordinance chapter 32 of the laws of hong kong in the name of. This document is mandatory regardless of the type of company in hong kong and it must be submitted alongside the other mandatory documents when incorporating a company in hong kong. Ii model articles of association transmission of shares for sole practising member corporate applicantscorporate practices qualified for registration under section 28d2c of the professional accountants ordinance cap. New companies ordinance company administration and procedure under the old co, a private company other than a company which is a member of a corporate group and certain companies specifically excluded, such as insurance and stockbroking companies may, with the. New companies ordinance relating to memorandum, articles of association the new companies ordinance cap.
New articles of association under the new hong kong. Articles of association 03 issue of stock or bearer share warrants to remove the power as this is now redundant. This is a significant milestone for the development of company law in hong kong. The new hong kong companies ordinance the new ordinance was passed by the legislative council on 12 july 2012. Sample d model articles of association for companies. The new companies ordinance of 2012 has been enacted in hong kong pursuant to the companies ordinance rewrite project. The companies ordinance chapter 32 company limited by guarantee and not having a share capital. New hong kong companies ordinance march 2014 page 1 new hong kong companies ordinance the new hong kong companies ordinance, chapter 622 of the laws of hong kong, the new co came into operation on 3 march 2014. Moreover, it is commonly conceived that hong kong incorporated members of a group which comprise a listed company in hong kong listed cos. Pdf notices, enforcement and the making of the hong kong. Changes to directors duties under the new hong kong. Hong kong preparing for the new companies ordinance introduction with the aim to further enhance hong kongs status as a major international business and financial centre, the hong kong legislative council passed the new companies ordinance the nco on 12 july 2012. To print the whole chapter in html, please click at the bottom of the toc panel and then click.
New articles of association under the new hong kong companies. Shareholders may wish to pass a special resolution to remove the object. The association means the abovenamed environmental management association of hong kong member means member of the abovenamed association in the respective categories as stipulated. Hong kong companies ordinance hong kong company law. Guide to abolition of par value in hong kong new companies. Model articles of association templates uk companies. The new co consists of 21 parts, 921 sections and 11 schedules. Determination of terms, conditions and manner of redemption of redeemable shares to authorize directors to so determine without requiring further shareholder approval. In corporate governance, a companys articles of association is a document which, along with. New companies ordinance company administration and procedure. Just as onesizefitsall clothing never fits anyone quite right, the free model articles are unlikely to be perfect for your company without extensive additional work. Created by the hong kong competition ordinance 2012 ordinance, the infringement notice and the warning notice are novel tools of competition law enforcement. Articles of association hong kong statistical society. Annotated ordinances of hong kong lexisnexis hong kong.
Memorandum of association is retired from the constitutional documents slaughter and may 20 this material is for general information only and is not intended to provide legal advice. Table a in the first schedule to the companies ordinance 1865 1 of 1865, as in force. Schedule corporate practices model articles of association. The articles contained in schedule 2 of the companies model articles notice cap. Local and non hong kong companies are registered here and deregistrations can also be performed. Articles of association of the environmental management. Company name section 81 if the company has a licence to dispense with the use of the word limited in its name objects section 821. The companies ordinance does not affect liquidation and winding up provisions that are currently in effect. The registered office of the company will be situated in hong kong. Abolition of the memorandum for all companies 3 mandatory articles every company is statutorily. Companies assessing the impact of the new hong kong. As part of the moves to implement the revamped company law in hong kong, the new companies ordinance cap. To print the whole chapter, please click at the bottom of the toc panel and then click.
Slaughter and may new hong kong companies ordinance. Hong kong preparing for the new companies ordinance. The articles of a private company must restrict the right of its members to transfer its. Corporate governance and the new companies ordinance in hong kong. This extensive work is one of the most useful legal resource as each section of the legislation is described, defined, interpreted, explained and referenced to the detail. Provisions for the articles of association of the companies to be listed overseas, the letter of the opinion on the supplemental amendments to the articles of association of companies to be listed in hong kong, the rules governing the listing of securities on the stock exchange of hong kong limited and other. Conditions of memorandum of association of existing company to be regarded as provisions of articles a3527 99. Ordinance, chapter 622 of the laws of hong kong, on 3 march 2014 will herald a new era for hong kongs company law. Guide to abolition of par value in hong kong new companies ordinance 1.
As at may 2009 there were about 740,000 companies registered in hong kong of which over 9,900 were registered as public limited companies but only about 1,300 of these were companies listed on the hong kong exchanges and clearing limited. The new companies ordinance provides for new sets of model articles for adoption in whole or in part by companies incorporated after 3 march 2014. Sample d model articles of association for companies limited by. At the hong kong economic and trade office seminar named hong kong new opportunities as an international financial centre, joseph yam announced a strategy to make a greater hong kong s contribution to the reform and liberalisation of the mainland china and to maintain the status of hong kong as an international financial centre. Articles of association of hong kong rugby union 1 adopted by special resolution passed on 3 july 2015 a company incorporated on 30th april 1990 under the companies winding up and miscellaneous provisions ordinance cap. New companies ordinance abolition of the memorandum. Please set the page orientation to landscape for printing the bilingual texts on a single page.
In the case of private companies, the simplified form can be used if the company only has one class of shares, paid in full and if the company directors do not appoint alternate directors or nominee directors. A lecture series on practical aspects of hong kong companies and insolvency law. Companies or their officers should consult their professional advisors on any matters which may affect them relating to or arising out of the adoption of this model articles. The objective of this newsletter is to assist you in understanding the new co by highlighting the key areas of changes and providing our insights into the new requirements. Directors under the new companies ordinance introduction apart from the changes in relation to fair dealing by directors under part 11 of the new companies ordinance new co as illustrated in our newsletter issued in december 20, part 10 of the new co also concerns directors. The lectures make the basic principles of company law and windingup accessible to all professionals, with particular focus on the practical implications of the new companies ordinance cap. You will find below the key extracts from the hong kong companies ordinance along with the full act. Hong kong companies ordinance companies act is an official document stating the legal limits within which companies may do their business in hong kong. This model articles of association is the model articles prescribed in schedule 3 of the companies model articles notice cap.
Companies house provides free model articles of association, but they should not be used blindly. One of the stated aims of the rewrite is to enhance corporate governance. Acc hong kong a practical introduction to the new companies. The new hong kong companies ordinance has come into effect for about 2.
The articles of association for private limited companies and public limited companies in hong kong can have a simplified form. Apparently, the hong kong companies registry decided to give more than one sample of model articles of. The mandatory articles that are required under sections 81, 83 and 84 of the companies ordinance. The new ordinance will bring about significant changes to the articles of association articles. The companies act 2006 received royal assent on 8 november 2006 and was fully implemented on 1 october 2009. The name of the company is chan and ma consulting civil engineers company. The new hong kong companies ordinance co was passed by the legislative council on 12 july 2012 and came into effect on 3 march 2014. Private companies limited by shares simplified form sample a is a simplified form articles of association of for private compan limited by shares ies prepared on the assumption that the company adopting it will simplify its administration as far as possible under the companies ordinance cap 622. New articles of association under the new hong kong companies ordinance 1. The commencement of the new ordinance in march 2014 marks the beginning of a new era in corporate regulation in hong kong.
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