G. The new Companies Ordinance

Introduction

The new Companies Ordinance (Cap. 622) (“the New CO”) came into effect on 3 March 2014.

The New CO replaced the provisions under the old Companies Ordinance, Cap. 32 (“Cap. 32”) on the formation and operation of companies, and is divided into 21 parts.

The provisions which were not repealed relate mainly to prospectuses and insolvency. Cap.32 was renamed the Companies (Winding up and Miscellaneous Provisions) Ordinance.

There are 12 pieces of subsidiary legislation which also came into effect on 3 March 2014:

• Companies (Words and Expressions in Company Names) Order, Cap. 622A
• Companies (Disclosure of Company Name and Liability Status) Regulation, Cap. 622B
• Companies (Accounting Standards (Prescribed Body)) Regulation, Cap. 622C
• Companies (Directors' Report) Regulation, Cap. 622D
• Companies (Summary Financial Reports) Regulation, Cap. 622E
• Companies (Revision of Financial Statements and Reports) Regulation, Cap. 622F
• Companies (Disclosure of Information about Benefits of Directors) Regulation, Cap. 622G
• Companies (Model Articles) Notice, Cap. 622H
• Company Records (Inspection and Provision of Copies) Regulation, Cap. 622I
• Companies (Non-Hong Kong Companies) Regulation, Cap. 622J
• Companies (Fees) Regulation, Cap. 622K
• Companies (Unfair Prejudice Petitions) Proceedings Rules, Cap. 622L

The following are highlights of some parts of the New CO.

1. Part 1 Preliminary
2. Part 2 Registrar of Companies and Companies Register
3. Part 3 Company Formation and related matters, and Re-registration of Companies
4. Part 4 Share Capital
5. Part 5 Transactions in relation to Share Capital
6. Part 9 Accounts and Audit
7. Part 10 Directors and Company Secretaries
8. Part 12 Company Administration and Procedures
9. Part 19 Investigations and Enquiries

Note: This article only contains highlights of the changes introduced by the New CO and is by no means exhaustive. For more details and updates, please contact the Companies Registry directly.

Enquiry Hotline: 3142 2822
Website: www.cr.gov.hk