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Hong Kong company law
–Introduction
What is company law? It is the law in relation to the
governance of companies in the context of company incorporation, directors and
shareholders. Company law is governed by the 'Companies Ordinance' Cap 32 in
Hong Kong. A company is a legal entity that is separate from its owners or
shareholders and is formed by filing certificates or articles to the Company
Registry. Companies are governed by shareholders, who elect directors, who
elect officers to run the company.
Hong Kong company
law—Hong Kong Companies Registry
For individuals wishing to set up a business in Hong Kong
they must first choose a company name in order to differentiate themselves from
other registered companies. However, as simple as this may sound, there are
restrictions on what company name you can use. For example a company cannot
register a name that already appears in the Registrar's index of company names
or the same as that of a body corporate incorporated under the Ordinance. The
name is also subject to other certain restrictions, it cannot use a company
name that, in the opinion of the Chief Executive, would constitute a criminal
offence or think it is offensive or contrary to public interest.
If a company registers a name which included a registered
trade mark of another business, it would be open to an action for infringement
of such trademark. It is therefore good practice to request your solicitor to
inspect the trade marks register before applying for registration. When
incorporating a company, a 'memorandum of association' must be created. Its
historical principal function was to set out its reason for existence and to
regulate its dealing with outsiders. A memorandum of association contains the
name of the company; the registered office; the objects of the company (i.e.
what its purpose is set out to do); the liability of the members (i.e. whether
it is a limited company) and also the authorised share capital of the company.
Hong Kong company
law-- incorporate a company
Pursuant to the Companies Ordinance, a Hong Kong company
must be issued with a least one director, one secretary and at least one
shareholder. Most companies will be created with share capital. In turn, those
companies must be created with shareholders, although as previously mentioned,
it is possible to open up a company with only one shareholder. A company's
share capital must have nominal, financial value attributed to them. The
relevant shareholder will normally agree to pay the company an amount at least
equivalent to the nominal value of the shares subscribed for.
A company must have an 'articles of association'. This
represents the main constitutional document of a company and regulates the
company's internal affairs. The articles contain provisions that relate to
directors' powers, proceedings at members' meetings, conduct at board meetings
etc. The Companies Registry will examine documents that have been submitted an
application to incorporate a company. On approval of the name and documents, a
certificate of incorporation will then be issued to show that the company has
been incorporated on a particular date. This is known as the 'certificate of
incorporation'. From this date onwards, the company then becomes a legal entity
for all intents and purposes.
After incorporating a company, board meetings should be
conducted so that the approval of any service (employment) contracts, the
allotment of shares over and above those allocated in the memorandum can be
discussed. Auditors should also be appointed to the company, along with
bankers.
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