New Companies Ordinance

The new Companies Ordinance, Chapter 622 of the Laws of Hong Kong (“new CO”) will commence operation on 3rd March 2014 which will apply to every company on the Company Register.
The new CO intends to enhance corporate governance, ensure better regulation, facilitate business and modernize the Law.
To facilitate your understanding and compliance with the requirements of the new CO, here is the highlight of the major changes that may require for your action, you may wish and are encouraged to have full text of the Ordinance which is available at Companies Registry’s Website.(www.cr.gov.hk)。

1. Adoption of Articles of Association(AA) instead of Memorandum of Association(MA)
   
   • Companies registered under Cap. 32, current provisions of in their MA will be regarded as provisions of their AA
   • Some provisions in companies’ articles of association be void by provisions of the new Companies Ordinance
     (Please see http://www.cr.gov.hk/tc/companies_ordinance/docs/articles_made_void-c.pdf)
2. Abolition the concept of par value of shares
   
   • All shares issued, before, on and after the commencement date of the new CO) shall have no par value.
   • The law will deem all shares issued before the abolition to have no par value (Section 135 of the new CO). That’s why, there is no conversion process required from companies unless individual companies would like to have some specific changes to their AA regarding to their circumstances
3. New requirement for director
   
   • Every private company must have at least one director who is a natural person. That means, if a corporate is the only director in the company, then, under the new CO, the company will be considered as not complying the Law.
   • The abovementioned companies have a grace period of 6 months after the commencement date of the new CO in order to comply with the new requirement.

The above information is intended to provide general reference and is not meant to cater all changes. You are encouraged to visit for details:

• A dedicated thematic section on the Companies Registry’s Website about the new CO(www.cr.gov.hk)
• A dedicated hotline at (852) -3142 2822 from Monday to Saturday 9a.m. to 8p.m.(excluding public holiday)