Cap 622 is here!
The Companies Registry announced on Monday, March 3rd that the New Companies Ordinance, Cap 622 is now in operation.
The New Companies Ordinance represents a major rewrite of Cap 32, providing a modernised legal framework for the incorporation and operation of companies in Hong Kong, with the aim of enhancing corporate governance, ensuring better regulation and providing better facilitation of business operations.
LexisNexis is pleased to provide you with The New Companies Ordinance (Cap 622), A Butterworths Hong Kong Handbook. The series includes five volumes, each examining a particular aspect of Company Law. Each volume contains annotations of a specially selected set of Parts from the Ordinance, complete with an introduction.
The series covers Company Formation, Financing, Restructuring Arrangements, Administration and Directors’ Duties. The volumes make the new and extensive Cap 622 accessible and manageable for practitioners and businesses.
ELG Tyler and Stefan Lo of the Cap 622 rewrite team, Commercial Unit III, Department of Justice, have annotated parts of the Ordinance as General Editors, along with a team of leading experts on Hong Kong Company Law.
This set includes five volumes:
- Volume I: Company Formation
- Volume II: Company Financing – Equity and Debt
- Volume III: Company Accounts and Restructuring Arrangements
- Volume IV: Directors, Company Secretaries and Shareholder Remedies
- Volume V: Company Administration
Individual volumes can be ordered separately, please click the following link to order:
- Volume I: Click here
- Volume II: Click here
- Volume III: Click here
- Volume IV: Click here
- Volume V: Click here
Volume I: Company Formation
Volume I considers changes to the Companies Register as the Registrars’ powers are clarified and enhanced. The courts have been granted express permission to remove any information from the Register, with no such provision under Cap 32. In regards to business operation, the Memorandum of Association has been abolished and statutory protection for persons dealing with a company has been clarified.
Volume II: Company Financing – Equity and Debt
Volume II covers the major changes to share capital as a mandatory system of no-par for all companies is adopted. Power has also been removed from companies to issue share warrants to bearers. A uniform insolvency test has been adopted based on cash flow for different types of transactions.
Volume III: Company Accounts and Restructuring Arrangements
Volume III considers the statutory recognition of the Hong Kong Financial Reporting Standards and the Reporting Standards for SMEs. Cap 622 requires financial statements to comply with the accounting standards applicable to financial statements.
Definitions for facilitating reconstructions and amalgamations have been clarified and a new court-free statutory amalgamation procedure for wholly-owned intra-group companies has been introduced.
Volume IV: Directors, Company Secretaries and Shareholder Remedies
Volume IV considers the restrictions on corporate directorships in private companies and clarifies the standard of directors’ duty of care, skill and diligence. Cap 622 extends the prohibition on loans to directors to cover a wider category of persons connected with a director. This volume also looks at situations where directors may be perceived as having a conflict of interest.
Volume V: Company Administration
Volume V considers company administration with a comprehensive set of rules for proposing and passing written resolutions introduced. Companies are also required to bear the expenses of circulating members’ statements for Annual General Meetings.
