If your Shareholder plus the Director is similar individual or precisely the same company,then a third party (individual or company) really should be appointed as company secretary.

Cap 622 - Providers Ordinance 137 Part: 371 Alteration of accounting reference date L.N. 163 of 2013 03/03/2014 (one) The administrators of a company may well specify a fresh accounting reference date in relation to— (a) the company’s present-day accounting reference time period and every subsequent accounting reference period of time; or (b) the company’s previous accounting reference interval and each subsequent accounting reference period of time. (two) If the directors of a general public company or perhaps a company confined by ensure specify a completely new accounting reference day underneath subsection (one), the company need to, in just fifteen times following the day of the administrators’ resolution specifying The brand new accounting reference date, deliver a notice, in the desired form, of that new date into the Registrar for registration. (three) A directors’ resolution by which a different accounting reference date is specified, and a see of that new day sent to the Registrar, should point out— (a) no matter if The present or former accounting reference period concerned should be to be shortened, to be able to close on the very first occasion on which the new accounting reference date falls or fell following the start of that period of time; or (b) no matter whether the current or prior accounting reference interval worried is always to be prolonged, so as to conclude on the second occasion on which The brand new accounting reference date falls or fell soon after the start of that time period. (4) The administrators of a company ought to not specify a different accounting reference day in relation on the previous accounting reference time period if— (a) the time period for laying ahead of the company generally speaking Assembly underneath section 429 a duplicate with the reporting documents for that money year based on reference to that accounting reference period has expired; or (b) the time period for sending a duplicate of your reporting files for your monetary yr on the customers less than portion 430(three) has expired.

(four) In spite of subsection (two), somebody may perhaps enter into your transaction with just the prescribed acceptance of the company’s members if the subsidiary is incorporated outdoors Hong Kong or is a completely owned subsidiary on the company. Segment: 523 Particular person have to not make payment for loss of office to director or former director in reference to transfer of shares resulting from takeover give

Cap 622 - Companies Ordinance 215 the associates who asked for the meeting, or any of these symbolizing multiple fifty percent of the entire voting rights of all of them, might on their own get in touch with a standard meeting. (2) Should the requests received via the company detect a resolution that will thoroughly be moved and is meant for being moved on the meeting, the notice of the Conference have to incorporate observe in the resolution. (three) The Assembly should be called for just a day not over 3 months once the date on which the administrators develop into matter for the requirement to call a gathering. (4) The meeting needs to be named in the exact same method, as nearly as feasible, as that through which that Conference is needed to generally be known as by the directors on the company.

用戶亦可訂購已登記文件及查冊報告的經核證副本，或申請「公司迄今仍註冊證書」及「公司註冊紀念證明書」。

Remarks: Not nonetheless in Procedure (1) The Court may make an get with the disclosure via the Registrar of the shielded address— (a) if— (i) There's evidence which the service of paperwork for the suitable correspondence tackle on the director is just not powerful to deliver them towards the discover of the director; or (ii) it's important or expedient to the guarded address to become disclosed in connection with the

L.N. 163 of 2013 03/03/2014 (1) If a gathering is summoned beneath segment 670— (a) every detect summoning the meeting that may be sent to a creditor or member have to be accompanied by an explanatory statement complying with subsections (3) and (four); and (b) each see summoning the meeting that may be provided by ad— (i) must include things like an explanatory assertion complying with subsections (3) and company formation (4); or (ii) ought to state the place and how a creditor or member entitled to go to the Assembly may receive a replica from the explanatory statement. (two) If a notice presented by ad states that a creditor or member entitled to attend the Assembly may perhaps acquire a duplicate of an explanatory assertion, the company ought to give a copy from the statement, totally free, to your creditor or member implementing within the method specified in the observe. (three) An explanatory assertion— (a) will have to describe the influence of your arrangement or compromise; and (b) should state— (i) any content pursuits of your company’s administrators, regardless of whether as directors or as customers or as creditors with the company or usually, underneath the arrangement or compromise; and (ii) the outcome of the arrangement or compromise on These interests, in so far as the effect differs in the effect on the like interests of other folks.

Cap 622 - Organizations Ordinance one hundred ten (three) To the uses of this segment, an instrument of transfer is Qualified by a company if it bears— (a) the phrases “certification lodged”, or phrases to the same outcome, in English or Chinese; and (b) underneath or adjacent to People text, the signature or initials of an individual obtaining the particular or clear authority to certify transfers on behalf of the company. (four) Unless the contrary is proved, a signature or initials appearing on an instrument of transfer as pointed out in subsection (3)(b) need to be regarded— (a) given that the signature or initials of the individual whose signature or initials they purport to generally be; and (b) as obtaining been put on the instrument by that particular person or by another person who has the actual or obvious authority to utilize the signature or initials for the purpose of certifying transfers on behalf on the company. Section: 323 Problem of debenture or certificate for debenture stock on transfer

(2) Acceptance could possibly be offered for a selected workout of the facility or for its workout usually, and may be unconditional or subject matter to situations.

(two) Any excessive of the value of the fairness shares obtained or cancelled beneath the arrangement over the subscribed capital of the other company attributable to Individuals shares could be disregarded when recording as share funds with the issuing company the quantity of consideration for the issue from the issuing company of its shares. Therefore, the least number of consideration required to be recorded as share capital of the issuing company in respect from the shares issued beneath the arrangement is definitely the subscribed cash of the opposite company attributable to the fairness shares acquired or cancelled. (3) If the arrangement also gives for The difficulty of any shares in the issuing company on terms the thought for the people shares would be to be presented— (a) by The problem or transfer to the issuing company of nonequity shares in the other company; or (b) from the cancellation of any non-fairness shares in one other company not held by the issuing company, any excessive of the worth of the non-fairness shares acquired or cancelled underneath the arrangement about the subscribed money of the other company attributable to those shares may be disregarded when recording as share funds in the issuing company the level of thought for the issue with the issuing company of its shares. (four) This part would not utilize in a very scenario falling in just part 195. Area: 197 Merger relief: which means of 90% fairness holding L.N. 163 of 2013 03/03/2014 (1) This area has impact in identifying, for your applications of area 196, no matter whether a company (company A) has secured at the very least a ninety% fairness holding in A further company (company B) underneath an arrangement stated in segment 196(1).

5. In the case of the company that retains a branch sign up of users in accordance with portion 636(one), the particulars with the entries in that sign-up needn't be included in the yearly return if copies of All those entries haven't been received at the registered Business on the company. These particulars must, as far as they relate to matters which might be necessary to be contained during the yearly return, be A part of the following once-a-year return following copies of People entries are been given on the registered office of your company. Element 2

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The same as on an plane, those in first-class get excess care and attention, even though Those people in economic climate get less but at the end of the day, all travellers depart and obtain for their picked out location at the same time.

(three) Neither subsection (one) nor subsection (two) operates to take care of A personal offer of shares or debentures, or a private invitation to subscribe for shares or debentures, as a proposal or invitation designed to the general public. (four) Especially— (a) a provision inside a company’s articles or blog posts prohibiting Invites to the general public to subscribe for shares or debentures is to not be considered to be prohibiting A personal invitation to subscribe for shares or debentures to be produced to associates or debenture holders; and (b) the provisions of this Ordinance regarding personal corporations are to generally be construed appropriately. (five) With this part, a suggestion of shares or debentures, or an invite to subscribe for shares or debentures, is A non-public