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Hong Kong Company Law

Hong Kong Companies Ordinance – Company Law

Hong Kong Companies Ordinance (Companies Act) is an official document stating the legal limits within which companies may do their business in Hong Kong. You will find below the key extracts from the Hong Kong Companies Ordinance along with the full act.

Company Name BVI Registered Office   

A company shall not be registered by a name-

  • which is the same as a name appearing in the Registrar’s index of company names;
  • which is the same as that of a body corporate incorporated or established under an Ordinance;
  • The use of which by the company would, in the opinion of the Chief Executive, constitute a criminal offence; or is offensive or otherwise contrary to the public interest.

Registered Office

A company shall have a registered office in Hong Kong to which all communications and notices may be addressed.

The intended address of a company’s registered office stated in the incorporation form registered in respect of the company shall be the address of its registered office with effect from the date of its incorporation until a notice of change in respect of the address is sent to the Registrar.

Articles of Association BVI Registered Office

There may in the case of a company limited by shares, and there shall in the case of a company limited by guarantee or unlimited, be registered with the memorandum, articles of association prescribing regulations for the company.

Directors

Every private company shall have at least one director.

With effect from the date of incorporation of a private company, the first directors of the company are the persons named as the directors in the incorporation form submitted in respect of the company pursuant to section 14A.

Shareholders

Where, in the case of a company the share capital of which is divided into different classes of shares, special rights are attached to any such class of shares otherwise than by the memorandum and the articles do not provide for the variation of those rights, the articles shall be deemed to contain provision that such rights shall not be varied except with the consent in writing of the holders of three-fourths in nominal value of the issued shares of the class in question or with the sanction of a special resolution passed at a separate general meeting of the holders of that class.

Certificate of Good Standing BVI Registered Office

The Certificate of Continuing Registration is an official registry document, accepted by authorities and institutions as proof of continuing registration of a Hong Kong company.

Company Dissolution BVI Registered Office

Dissolution of company otherwise than by order of court

In the case of a company in respect of which the following conditions are satisfied:

  • The affairs of the company have been completely wound up
  • The liquidator has been granted his release by order of the court under section 205, the Official Receiver or the liquidator may deliver to the Registrar a certificate in the specified form, signed by the Official Receiver or the liquidator, as the case may be, stating that the company is a company in respect of which those conditions are satisfied.
  • The Registrar shall forthwith register any certificate delivered under subsection (1), and on the expiration of 2 years from the registration thereof the company shall be dissolved: Provided that the court may, on the application of the Official Receiver or the liquidator, make an order deferring the date at which the dissolution of the company is to take effect for such time as the court may think fit. 
  • The Official Receiver or the liquidator who has obtained an order under subsection (2) shall, within 7 days after the making of the order, deliver an office copy of the order to the Registrar for registration.

Dissolution of company by order of court

When the affairs of a company have been completely wound up, the court, if the liquidator makes an application in that behalf, shall make an order that the company be dissolved from the date of the order, and the company shall be dissolved accordingly. 

A copy of the order shall within 14 days from the date thereof be delivered by the liquidator to the Registrar for registration.

If the liquidator makes default in complying with the requirements of this section, he shall be liable to a fine and, for continued default, to a daily default fine.

Company Restoration BVI Registered Office

If a company or any member or creditor thereof feels aggrieved by the company having been struck off the register, the court on an application made by the company or member or creditor before the expiration of 20 years from the publication in the Gazette of the notice aforesaid may, if satisfied that the company was at the time of the striking off carrying on business or in operation, or otherwise that it is just that the company be restored to the register, order the name of the company to be restored to the register, and upon an office copy of the order being delivered to the Registrar for registration the company shall be deemed to have continued in existence as if its name had not been struck off; and the court may by the order give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off.