The New Companies Ordinance

The new Companies Ordinance (Cap 622) has come into effect on 3 March 2014. At the same time, the previous Companies Ordinance (Cap 32) has been retitled as “Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap32)”. All the core provisions affecting the operation of companies in Cap 32 have been repealed, except those relating to prospectuses, winding-up, insolvency of companies and disqualification of directors.

Highlights of the major changes under the new Companies Ordinance (Cap 622) include: -

1.      All local companies no longer require a Memorandum of Association.

2.      Prescribed model Articles under the new Companies Ordinance are for use by private companies limited by share, companies limited by guarantee and public companies.

3.      A company’s shares no longer have any nominal value.

4.      At least one director of every private company must be a natural person.

5.      Annual General Meetings of companies may be dispensed with by unanimous consent of shareholders.

More information and updates about the new Companies Ordinance could be obtained by accessing the website of Companies Registry (http://www.cr.gov.hk/en/companies_ordinance/index.htm).