The New Hong Kong Companies Ordinance Company Secretary Help Kit

Nov 2013 | Client publication/article

The New Companies Ordinance Company Secretary Help Kit provides a summary and commentary on certain provisions of the new Companies Ordinance (Cap. 622) (the "new CO"), expected to come into force during the first quarter of 2014.

In this Help Kit we cover the following:

A. Members

  • written resolutions
  • general meetings - notices
  • annual general meetings need not be held
  • poll requirements
  • proposed amendments to ordinary and special resolutions
  • general meetings - venue

B. Directors

  • directors - general
  • directors’ duties and dealings

C. Memorandum and articles of association

  • retirement of memorandum
  • amendments to articles

D. Shares

  • abolition of par value and authorised capital
  • authority to allot
  • reduction of capital
  • share buy-backs
  • class rights
  • redenomination of share capital
  • redeemable shares
  • financial assistance
  • solvency statements
  • statutory amalgamation
  • re-registration
  • shares - miscellaneous

E. Execution of documents

  • use of seal

F. Miscellaneous

  • types of company
  • financial statements and reports
  • company names and trading disclosures
  • AGMs - timing
  • AGMs - expenses of circulating resolutions and statements
  • communications for documents sent under the new CO or the remaining old Companies Ordinance
  • annual returns
  • administrative offences
  • registration of charges
  • alternate directors and quorum for directors’ meetings

G. Companies registry forms

  • newly introduced companies registry forms
  • forms under the existing legislation which come into effect immediately on the commencement of the new CO (and are not subject to the three months transitional period)
  • special transitional period for registration of charges

H. Table of permissible deviations

  • summary of permissible deviations from the new CO


Lesley Wright (Business Development Manager, Hong Kong)

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