Company Law

Company Law in Hong Kong is a consolidated ordinance that regulates the different types of business entities that can be created and registered in Hong Kong. Hong Kong Company Law thus governs branches, parent companies, sole proprietorships, partnerships and companies and defines what type of business structure and criteria that are required for any of these entities to be considered accordingly.

Hong Kong Company Law has been reviewed and amended on various occasion so as to create a Company Law that is uncomplicated and most importantly, investor friendly, while keeping adhering to strict regulatory measures. It is partly based on the Hong Kong Company Law and other government policies, that Hong Kong’s economy is known as one of the most appealing worldwide and in Asia and promotes tremendous international financial activity that have encouraged the country’s growth as a dominating international financial centre.

Company Law of Hong Kong is very specific on various matters pertaining to the member- and ownership of Hong Kong companies, shareholder rights, the structure and content of the memorandum and articles of association, capitalisation, registration and Hong Kong company names.

Some of the provisions of the Hong Kong Company Ordinance with regard to Hong Kong firm production, comparable to Panama company registration, and the memorandum are outlined below:

Hong Kong Company Law on Registration

Interested investors must fill in the incorporation form which is submitted to the Registrar. In the case of a Hong Kong offshore company, this form would be submitted to the agent who then files it with the registrar along with the memorandum and articles of the intended Hong Kong Company.

According to Hong Kong company law, provided that the registrar is satisfied with these documents, they are registered and a certificate of incorporation is issued under the Hong Kong Company Law. The registrar may sign or print his signature and certifies that the company is duly registered under Hong Kong Company Law. If the company is a limited liability company, this is stated by the registrar.

Hong Kong Company Law on Memorandum

Hong Kong Company Law provides for one or more persons to sing on to the memorandum. Their names can be written/printed in English or Chinese.

Under company law in Hong Kong, the memorandum must also state whether the company is a limited or unlimited liability company or a company limited by guaranteed. The name of the Hong Kong company must also be stated in the memorandum in either English or Chinese. Company names that are in both English and Chinese must end with the word ‘Limited” and the Chinese characters ‘有限公’.

Company Law of Hong Kong also states that no founder member of a Hong Kong company can take less than one share; meaning that every member must own at least one share. The share capital must be stated as well. Hong Kong Company Law does not allow companies to freely alter the memorandum and articles of association since all changes must be permitted and provided for in the company law.

In March 1997, a Consultancy Report was compiled in review of the Hong Kong Company Law. Various recommendations were presented with regard to measures that could be taken to simplify the Hong Kong Company Ordinance (in order to modernize the statutory language, streamline and rationalize the structure of the Hong Kong Company Law), facilitate incorporation procedures, create flexible and modern capital structures, to form establish an alternative legal regime for private companies, among others.

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