Butterworths Hong Kong Company Law Handbook, 28th Edition

The Butterworths Hong Kong Company Law Handbook - 27th Edition aims to deal with the intricacies of the Companies Ordinance (Cap 622) in an easily accessible form. This Handbook reproduces the text of the Ordinance as currently in force along with section-by-section annotations and examines the significant judicial decisions and rules of court. The annotations also provide definitions of words and phrases, discussions on practical aspects and contentious issues with reference to each section and other authoritative materials including cross-jurisdictional references.

Readers may wish to refer to the Butterworths Hong Kong Company Law (Winding-Up and Miscellaneous Provisions) Handbook, which is a complementary text containing the remaining Parts from the "old Companies Ordinance" (Cap 32) that have not been repealed.

As this series has been cited with authority in over one hundred court cases in the Hong Kong Court of First Instance, Court of Appeal and Court of Final Appeal, this Handbook will no doubt be an invaluable source of information for practitioners, legal advisers, company secretaries, students and anyone interested in the laws governing companies in Hong Kong.

What's new in this edition:

The new edition incorporates recent legislative amendments to the Companies Ordinance (Cap 622) and new cases, including the following:

• Legislative amendments introduced by the Companies (Amendment) Ordinance (1 of 2025) providing for: the introduction of a new treasury shares regime for listed companies in new sections in Cap 622 Pt 5; and additional provisions added to Cap 622 Pt 18 to facilitate the use of websites by companies to send or supply documents or information to its members and debenture holders.

• New case on the statutory duty of care of directors (Cap 622 s 465): Shown Wai Investment Co Ltd v Hui Yip Wing David [2024] HKCU 2504, [2024] HKCFI 1477.

• New case on removal of directors (Cap 622 s 462) and the irregularity principle: Zhong Da Mining Holding Ltd v Lam Wo Ping [2024] 3 HKLRD 365. 

• New cases on members' remedies (Cap 622 Pt 14), including Harbour Front Ltd v Money Facts Ltd [2024] 3 HKLRD 299 (unfair prejudice) and various cases on the statutory derivative action and members' inspection of company documents. 

•  New cases on court-ordered meetings:  Lie Ming, The Committee of the Estate of HJF v Forever Team Corporation Ltd[2024] 3 HKC 308; Wing Sze Tiffany Wong & Ors v Wong Sai Chung & Ors [2024] 3 HKC 571.

• New cases on schemes of arrangement (Cap 622 Pt 13), including Re Zhongliang Holdings Group Co Ltd [2024] 4 HKC 89; Re Sino Oil and Gas Holdings Ltd [2024] 4 HKC 518; Re Moody Technology Holdings Ltd [2024] 2 HKC 726.

• New case on non-Hong Kong companies: Chen Pei Xiong v Convoy Global Holdings Ltd and Anor [2024] HKCU 3316, [2024] HKCFI 1568.