Hong kong companies ordinance schemes amalgamations. Vesting of undertakings in bank of communications hong kong 18 5. The core provisions affecting the operation of companies. Part 1 changes affecting directors of hk companies. The new companies ordinance cap 622, a butterworths hong kong handbook includes five volumes, each examining a particular aspect of company law. Rm 2401,world trade bldg, 500 guangdong rd, huangpu district, shanghai, china. Companies winding up and miscellaneous provisions ordinace.
Before the commencement of the new companies ordinance cap. The amalgamating companies will cease to exist as separate entities and their shareholders will become the shareholders of the amalgamated company. This new legislation aims at modernizing the law and is drafted in plain english. Conditions contained in the memorandum of existing companies will be deemed to be provisions of their articles, except those relating to authorized share capital and par value, which are regarded as deleted under the new co. In earlier articles in this series, we discussed some changes in the company legislation relevant to aat examination paper 6. Structure of the new companies ordinance divided into 21 parts, comprising 921 sections and 11 schedules 12 subordinate legislation. The above accounting bulletins have been updated to reflect the relevant requirements in the company ordinance cap. Unlimited company 2 contents section subdivision 2private company and public company page part 1 preliminary 11. The bulletin will be revised periodically as hkfrss are amended, to maintain consistency with any updated guidance issued by the uk institutes andor to reflect changes in local requirements. Short title and commencement a3363 division 2 interpretation of this ordinance. In earlier articles in this series, we have discussed some changes in the company legislation relevant to aat examination paper 6.
A hong kong limited liability company basi cally consists of. Types of companies that can be formed under the companies ordinance s. In part 1, we looked at five types of companies that may be formed under the new law, while in part 2 we looked. The first article, published in the last issue, set out the major changes introduced by the new ordinance to facilitate business and mod ernize the law. This article highlights the major changes introduced to achieve the objectives of enhancing corporate govern ance and ensuring better regulation. On 3 march 2014, hong kongs new companies ordinance new co and its subsidiary legislation became effective 1. Hkicpa accounting bulletin 4 guidance on the determination. New companies ordinance changes affecting directors. For further information, please speak to your usual laughter and may contact. Following commencement of the new co, the current companies ordinance cap. In part 1, we looked at five types of companies that may be formed under the new law, while in part 2.
Companies ordinance cap 622 part 1 relevant to aat. Bank of communications hong kong limited merger ordinance cap. The regulatory structure covering schemes of arrangement is set out in s. New companies ordinance chapter 622 highlights 33 part 6 distribution of profits and assets introduction part 6 distribution of assets and profits of the new companies ordinance cap. It provides general reference on the requirements of the hong kong companies ordinance cap. If you want to match the order of words, specify near apple, lemon, 2, true a percent sign % can be used to match zero or more characters. Ag 5 merger accounting for common control combinations 1105 11 ag 7 preparation of pro forma financial information for inclusion in. Full new companies ordinance chapter 622 companies registry. The new companies ordinance, chapter 622 of the laws of hong kong co, came into effect on 3 march 2014. Guidance on the requirements of section 436 of the hong kong companies ordinance cap. Download pdf download word introduction key changes the new companies ordinance cap.
Companies ordinance gazette number version date long title. Courtfree amalgamation of intragroup companies onc. After the enactment of the companies ordinance cap. Individual components verified copy under the hong kong elegislation bilingual.
Companies ordinance cap 622 part 1 relevant to aat examination paper 6 fundamentals of business law ck chang, kw sin and lp chan introduction the new companies ordinance cap 622 co will come into operation probably in the first quarter of 2014. Guideline the merger rule 27 july 2015 page 2 of 40 1 introduction 1. Private company limited by guarantee without a share capital 3. Nonprivate company limited by guarantee without a share capital 5. Effective date new co will come into operation on 3. The core provisions affecting the operation of companies under. Companies ordinance cap 622 part 3 fundamentals of. In particular, section 6758 defines property as including rights and powers of a personal character and incapable of being assigned or performed vicariously under the law. The legislation is very similar to that which has operated in the. Courtfree amalgamation of companies within a group laughter and may 20 this material is for general information only and is not intended to provide legal advice. Apple is good means to find documents having the exact phrase apple is good. A condition of an existing companys memorandum of association is to be regarded as a provision of the companys articles. Prices are correct at time of going to press, but might be subject to change without prior notice.
In relation to public takeovers and mergers, the ordinance sets out the disclosure regime for listed companies on the stock exchange of hong kong sehk. Under the old companies ordinance, subject to certain speci. Under the new companies ordinance, all companies including public companies will be exempt from the above prohibitions with prior shareholder approval. Merger relief refers to the exemption granted by the old and new co from recording in share capital, the full value of the shares issued by a. In the case of public companies and their subsidiaries including private companies and companies limited by guarantee, disinterested shareholders approval is required. Accounting bulletin 3 revised hong kong institute of. The companies winding up and miscellaneous provisions amendment ordinance. While most of the provisions in relation to company formation, administration and operation have been repealed, the windingup and insolvencyrelated provisions have been.
New companies ordinance cap 622, a butterworths hong kong. New companies ordinance an accountants perspective. New companies ordinance chapter 622 the new companies ordinance cap. Questions and answers relating to courtfree amalgamation. Near apple, lemon, 2, false means to find documents having apple within 2 words apart from lemon. Abolishing the requirement for companies to have a memorandum of association and only articles of association are required.