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Hong Kong New Companies Ordinance

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Hong Kong New Companies Ordinance

The New Ordinance was published in the Government Gazette in August 2012. It has been effective on 3 March 2014. From the Commencement Date, all the provisions in the Existing Ordinance will be repealed and replaced by provisions in the New Ordinance, except for the prospectus, and winding-up and insolvency provisions. These two areas will remain in the Existing Ordinance which will then be renamed the Companies (Winding Up and Miscellaneous Provisions) Ordinance. The Securities and Futures Commission has indicated that it will lead the review of the prospectus regime and plans to move the prospectus regime into the Securities and Futures Ordinance (Cap 571). Separately, the Hong Kong Government has said the winding-up and insolvency regime will undergo a separate law review exercise.

The table below list all parts of the new Companies Ordinance and its Schedules.

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Full Companies Ordinance (Ord. No. 28 of 2012) (gazetted on 10 August 2012) (pdf Format)

or download by part or schedule (pdf Format)

Parts of the new Companies Ordinance

Part 1     Preliminary

Part 2     Registrar of Companies and Companies Register

Part 3     Company Formation and Related Matters, and Re-registration of Company

Part 4     Share Capital

Part 5     Transactions in relation to Share Capital

Part 6     Distribution of Profits and Assets

Part 7     Debentures

Part 8     Registration of Charges

Part 9     Accounts and Audit

Part 10   Directors and Company Secretaries

Part 11   Fair Dealing by Directors

Part 12   Company Administration and Procedure

Part 13   Arrangements, Amalgamation, and Compulsory Share Acquisition in Takeover and Share Buy-Back

Part 14   Remedies for Protection of Companies’ or Members’ Interests

Part 15   Dissolution by Striking off or Deregistration

Part 16   Non-Hong Kong Companies

Part 17   Companies not Formed, but Registrable, under this Ordinance

Part 18   Communications to and by Companies

Part 19   Investigations and Enquiries

Part 20   Miscellaneous

Part 21   Consequential Amendments, and Transitional and Saving Provisions

Schedules to the new Companies Ordinance

Schedule 1    Parent Undertakings and Subsidiary Undertakings

Schedule 2    Content of Incorporation Form

Schedule 3    Specified Qualifying Conditions for Sections 361 to 366

Schedule 4    Accounting Disclosures

Schedule 5    Contents of Directors’ Report: Business Review

Schedule 6    Information to be Contained in Annual Return and Documents by which Annual Return must be Accompanied

Schedule 7    Offences in respect of which Proceedings not Instituted under Certain Conditions

Schedule 8    Amendments relating to Paperless Holding and Transfer of Shares and Debentures

Schedule 9    Consequential and Related Amendments to Companies Ordinance (Cap. 32) and its Subsidiary Legislation

Schedule 10  Consequential and Related Amendments to Other Ordinances and Subsidiary Legislation

Schedule 11  Transitional and Saving Provisions


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