Jurisdiction - Hong Kong
Reports and Analysis
Hong Kong – Gearing Up For The New Companies Ordinance.

13  November, 2013

 

 

The Government recently announced that the new Companies Ordinance (“New Companies Ordinance“) will take effect on 3 March 2014. This alert is to give you a heads-up on the implications of this new law, particularly in relation to your Memorandum and Articles of Association and is of particular importance to in-house lawyers, company secretaries, company directors and others involved in company secretarial affairs.

 

From 3 March 2014, all existing provisions of the Companies Ordinance (Cap. 32) (“Existing Companies Ordinance“), except for those relating to winding-up and insolvency of companies and prospectuses, will be repealed. The Existing Companies Ordinance will be renamed as the Companies (Winding Up and Miscellaneous Provisions) Ordinance. The prospectus regime, with possible reforms, is intended to be incorporated in the Securities and Futures Ordinance. All the other provisions relating to Hong Kong companies will be contained in the New Companies Ordinance.

 

The New Companies Ordinance will be one of the largest pieces of legislation in Hong Kong, containing 21 parts, 921 sections and 11 schedules.

 

Updating your Articles of Association

 

The reformed legislation will bring about significant changes to the Articles of Association (“Articles“) of a Hong Kong company. 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. These Model Articles differ significantly in form from Table A and Table C of the Existing Companies Ordinance on which the current Articles of most companies in Hong Kong are based.

 

There is strictly no immediate requirement to update your Memorandum of Association (“Memorandum“) and Articles as there are deeming provisions in the New Companies Ordinance which essentially means companies may continue to use their existing Memorandum and Articles, to the extent not automatically modified by the New Companies Ordinance. The New Companies Ordinance will abolish the requirement of Memorandum of Association and relevant information in the Memorandum of an existing company will be deemed incorporated in its Articles as from 3 March 2014.           

 

 Deacons

 

For further information, please contact:

 

Machiuanna Chu, Partner, Deacons
machiuanna.chu@deacons.com.hk

 

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