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Corporate Services Blog

Hong Kong’s New Companies Ordinance and Trust Amendments

24/06/2014



After a comprehensive rewrite that has been ongoing since 2006 the new companies ordinance came into effect on 3 March 2014.  This has been introduced to enhance corporate governance, facilitate business, ensure better regulation and modernise the law.  The aim of which is to fortify Hong Kong’s status as an international financial centre.

Some of the changes include;
- Par value shares are now abolished.  The new system means that it is mandatory for all companies to have a no-par system.  This is to simplify the raising of new capital.
- Every private company now has to have at least one natural person to act as director.
- Companies are now required to deliver returns to the Registry.
- Companies which are going for deregistration now have to confirm that they are not party to any legal proceedings or have any immovable property in Hong Kong.
- Companies are now able to dispense with Annual General Meetings by unanimous shareholders consent.
- Procedures to restore dissolved companies have now been streamlined.
- General meetings can now be held at more than one location using electronic technology.

The registrar powers have also been clarified in regards to various matters such as rectifying typographical or clerical errors and requiring companies to resolve inconsistencies.

In addition Hong Kong has also recently enacted a number of amendments to its trust legislation.  The amendments which came into force on 1 December 2013 are the first major revision in eighty years and have been introduced to protect their trusts from forced
heirship rules, allow settlors to maintain certain powers, enable trusts to be settled for an unlimited amount of time, provide trustees with greater default powers and provide more protection for the beneficiaries.

With these changes Hong Kong is certainly proving its commitment to building on its reputation as a leading international financial centre.




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