Alteration of Company’s Articles
If a company intends to change its articles of association, the company must pay attention to section 88 of the Companies Ordinance. A special resolution or an ordinary resolution is required depending on the subject matter to be altered. Company owners must note that the company must deliver a proper notice with the said resolution to the Companies registry within 15 days. If the company fails to comply with the requirements, it is a breach of the law. Every responsible person can be liable to a level 3 fine, and a further penalty of HK$300 per day.
It is common for companies to alter their articles association from time to time to fit preference of their investors or to fulfil their operation needs. For example, company may change its way of calling a general meeting, appointing new director(s), setting duties and powers of director(s), and/ or determining the quorum of a meeting.
Alteration of Company’s Objects
If a company plans to alter its objects in the Articles, the company must be aware of the requirements listed in section 89 of the Companies Ordinance. Alternation of objects is usually more common for Company limited by guarantee. Below is a common procedure to abandon, restrict existing objects, or adopting new object.
Company owners shall deliver a proper notice with the said resolution to the Companies registry. The time limit is 15 days. Business owner must not forget to prepare a certified true copy of the altered Articles. The updated document can be certified by a Hong Kong licenced solicitor, practicing CPA or a Chartered Secretary.
Appointment of New Director
For offshore company owners, we’d like to draw your attention to section 645(1) of the Companies Ordinance when you appoint a new director to your company. If a person is appointed as a director of the company, the company must notify the Companies Registrar the appointment within 15 days. If Company owners do not comply with the requirements, every responsible person of the company will be liable to a level 4 fine.
A valid notification shall also include directors’ particulars, that is passport number, nationality, and also residential address. If you want to avoid hassle, you can leave us all the complicated paperwork.
Change of Company Name
When you run an offshore company, business owner may change the company name for different purpose. If you decide to make such changes, the company shall comply with section 107 of the Companies Ordinance. The company shall pass a special resolution and deliver the specific forms to the Registrar. Unless the new name is in breach of section 100, the Companies Registrar will issue a name change certificate and customers can collect it from the registry in around 7 business days.
After from the certificate, the company will receive a new business registration licence by mail. Once business owners receive all official documents, he/ she can notify its bank for update. Different banks have different processing time and the norm in Hong Kong is around 8-10 business days.
Change of Directors’ Particulars
If there is any change in directors’ particulars, that is director(s) having a new passport number or a new residential address, the company shall notify the Companies Registrar according to section 645(4). The time limit to report the changes is 15 days. If a company does not comply with this specific requirement, every responsible person of the company will be liable to a level 4 fine.
In fact, updating your information regularly can benefit the company’s operation. Banks in Hong Kong ask their overseas customers for copy of their passport and residential address proof every one or two years as a regular checking. Hence, documents at the Registrar shall be updated and well-prepared so you can submit any documents to your bank when required.
Resignation of Director
If a director intends to resign from the company, the company must take note of section 464 of the Companies Ordinance. Sometimes there are disputes among business partners and the director resigning may not be sure whether the company will notify the Companies Registrar on time. Hence, if a resigning director has reasonable doubts with the arrangement, he or she shall arrange submission of government form ND4 directly. Resigning director shall also take note of the Company’s Articles as it may indicate certain ways in submitting the resignation forms.
Return of Allotment
A company can choose to increase its share capital to attract more investments. Investments can be from new shareholder or existing partners. One popular way of increasing shares is to submit a return of allotment. The form needs to be submitted to the Companies registry and the delivery time is 1 month after the share allotment.
According to section 142 of the Companies ordinance, the return shall include the statement of capital, name and address of each allottee. It shall also state the consideration of allotment, and whether the shares are fully or partly paid up. If the company needs more time to arrange the filing, responsible person(s) can apply for a court extension.
Annual Return e-Reminder Service
A Hong Kong company shall prepare its form NAR1 to the Companies Registry every year. The filing due date is within 42 days after the anniversary date of incorporation. Business owners shall note that no time extension will be given for filing and it is an offence for not delivering the return on time.
Company owners who have particular concerns, you can enrol in our Annual Return e-Reminder Service. This service is included in our deluxe and premium offshore company incorporation package. We can prepare the form NAR1 for free and our existing clients need not worry about missing the deadline.
You can subscribe for our e-reminder service by contacting our maintenance team at email@example.com. The service is free of charge and subscribers shall receive an email notification on the anniversary date of incorporation.
Electronic Search Services
A company shall safe-keep its original business licence, certificate of incorporation, incorporation forms NNC1 and any other related documents. The Companies Registrar will only issue the original once only. If a company misplaces its record, we can order a certified true copy from the HKSAR Government Search Centre.
If you’d like to check your company status, for example, whether it is in good standing, you can let us know your company number or the name of the director. Our company maintenance team can input the data into our registered licence account. Result can be retrieved within 24 hours.
Major Tips for Filing
While our company maintenance team can prepare and submit documents to the Companies Registry on your behalf, business owners can choose to deliver documents themselves. Below are some tips for filing.
- Pay sufficient postage fee if filing is done by post.
- Insufficient postage fee will render the document “unsatisfactory”.
- Government fee varies for different type of document filing. You shall pay the correct fee by cheque.
- Incorrect fee will render the document “unsatisfactory”.
- Unsatisfactory document will not be processed. Daily fine may incur for late filing.
- You must submit the original signed documents (wet signatures).
- E-signatures and duplicate copies are not accepted.
- Remove any pencil remarks before submission.
- Prepare specified forms in full. Do not remove unused pages.
- Do not alter position of any boxes in specified forms. Forms can be rejected.
- Use white colour A4 paper for the cover page. Filing stamp is only visible on white paper.
- Presenter’s details shall be listed at the bottom left corner on first page for easy communication.
Should you require assistance for document filing, feel free to contact our professional team at firstname.lastname@example.org.
Significant Controller Register
Amendment on Companies Ordinance – Introduction of Significant Controller Register
The Hong Kong authority has introduced a new law starting from 1 March 2018. The new law requires every company to maintain a register of significant controllers. The aim is to enhance transparency of ultimate beneficial owners of each company. The register will not be opened to pubic while law enforcement officers can have access upon request.
This particular register must also contains designated representative. The representative shall hold a company service provider licence and is responsible to liaise with law enforcement officers. Should you require assistance in preparing this Register, please contact our company maintenance team at email@example.com.