Sihombing’s Hong Kong Company Law: Commentary on CAPs 622 & 32 (2nd Edition)

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Sihombing’s Hong Kong Company Law: Commentary on CAPs 622 & 32 (2nd Edition)

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The framework of Hong Kong Company law facilitates and promotes enterprise start-up, as well as enhancing growth of existing businesses.

As expected, a wealth of additional information has poured in since the well-received first edition of Sihombing’s Hong Kong Company law. Beyond being kept “up to-date”, this book offers strategic solutions and sound practical aspects to not only legal professionals but also to business operators.

Expanded (updated) content coverage:
- Companies Ordinance (Cap 622 & Cap 32), along with subsidiary regulations, schedule, orders, and circulars;
- Code on Takeovers and Mergers and Share repurchases;
- Share capital, listing and regulation of listed companies;
- Receivership, Winding up and Dissolution;
- Foreign Corporations; and
- Partnerships.
In addition to reviewed and updated content from the first edition, Sihombing’s Hong Kong Company Law has insightful new trending commentary on:
- Contracts (Rights of Third Parties) Ordinance (Cap 623);
- Competition Ordinance (Cap 619);
- Insurance Company Ordinance (Amendment).
Also included are extensive references to recent regional and international landmark cases for practitioners to stay abreast of the latest court applications.

To enable quick and easy location of information, a comprehensive Topical Index, a Section Finding List, and a Case Table are provided.

Sihombing’s Hong Kong Company Law – Commentary on Caps 622 & 32 is a pre-eminent guide on company laws and regulations and their practical application in Hong Kong.

This book provides an extensive coverage of legal issues associated with Hong Kong’s Company Law, from incorporation, share capital, management and administration, to winding up, receivership and dissolution. With an emphasis on practical aspects, this book offers strategic solutions to help minimise an organisation’s risk exposure. Readers can benefit from the expert insight in how to achieve regulatory compliance and deal with various corporate governance issues.

Thoroughly reviewed and updated to reflect all latest development in the law since the first edition, Sihombing’s Hong Kong Company Law – Commentary on Caps 622 & 32 (2nd Edition), encompasses clear and logical examination of recent cases under Cap 622, valuable and expanded commentary on Cap 622, Cap 32 and supplementary legislation, as well as various circulars issued by the Company Registry, figures and other material, to provide the readers useful insight and better understanding how the Company law works in factual situation. Also included are extensive references to regional and international landmark cases and helpful checklists for busy practitioners.

Features & Benefits:
- Provides comprehensive and fully-updated information about the company law environment in Hong Kong;
- Brings together a discussion of all the pertinent Hong Kong company laws and their practical application;
- Offers helpful checklists for the busy practitioner, summaries of recent developments affecting the company law regime, as well as references to local, regional and international landmark cases;
- Well-structured Topical Index and Section Finding List to facilitate quick and easy location of information;
New commentary on:
- Contracts (Rights of Third Parties) Ordinance (Cap 623) with effect from 1 January 2016
- Competition Ordinance (Cap 619) passed in 2012 and amended in 2015 [some with effect from 17 April 2015, and the remainder with effect from 14 December 2015]
- Insurance Companies Ordinance (Cap 41) amended by the Insurance Companies (Amendment) Ordinance in 2015, in part with effect from 7 December 2015
- Insurance Companies Ordinance amended by the Insurance Companies (Amendment) Ordinance No 12 of 2015
- Update on business registration fee for 2015-2016
- duties of a managing director / directors under Cap 622
- possibility of liability against “insiders” under sec 118 of Cap 622
- powers of the Registrar to deal with an “unsatisfactory” document filed for registration under sec 31 of Cap 622
- Rectification the register of members under sec 633
- Obligation of company to keep register of charges under sec 352
- Companies (Disclosure of Company Name and Liability Status) Regulation (Cap 622B)
- Section 12B of the High Court Ordinance (Cap 4)
- Criminal liability for misstatements
- and much more.
New cases and analysis on:
- Ameritax Plus Ltd v Denice Y Foster Harris [2012] 11 HKJR 32 –– Sec 11(1)(a) of Cap 622
- Aspial Investment Ltd & Anor v Mayer Corporation Development International Ltd [2014] 9 HKJC 87 –– Sec 22(1)(a) of the Hong Kong Court of Final Appeal Ordinance (Cap 484)
- Au Yuk Lin & Anor v Menfond Electronic Art & Computer Design Co Ltd [2014] HKCU 2590 – Sec 732 of Cap 622 on member of company or of associated company may bring or intervene in proceedings
- Bilta (UK) Ltd (In Liq) & Ors v Nazir & Ors [2015] 2 All ER 1083, SC –– in what circumstance is the wrong-doing, or knowledge, of the directors not attributed to the company?
- Bulova Corp & Anor v San Ma Industrial Ltd [2015] HKCU 138 –– breaches of patent infringement
- HKSAR v Tsang Wau Lun Wayland & Ors [2014] 4 HKJC 235 –– Sec 25 under the Organised and Serious Crimes Ordinance
- HongKong Zhonxing Group Co Ltd v Grand Field Group Holdings Ltd [2014] HKCU 2729 –– Sec 732 of Cap 622 on member of company or of associated company may bring or intervene in proceedings
- Jose Miranda Da Costa Junior & Anor v Lorenzo Yih [2014] HKCU 735 –– Sec 905 of Cap 622 on costs in action by company
- Libertarian Investments Ltd v Thomas Alexej Hall [2013] 6 HKJC 192, CA –– where fiduciary duties arose in a commercial relationship
- Liu Wai Leung v Liu Wai Man [2015] 1 HKC 512, CA –– fiduciary duty of the directors
- Macro Charm Ltd v Phoenix Lumber Nicaragua SA & Ors [2014] HKCU 2214 –– court has broad discretion to decide whether to order the plaintiff to provide security
- Moulin Global Eyecare Trading Ltd (In Liq) v Commissioner of Inland Revenue [2014] HKCFA 22 –– knowledge of the directors should be attributed to the company “unless the fraud exception applied to exclude such attribution”
- Poon Ka Man Jason v Cheng Wai Tao & Ors [2015] 2 HKC 142, CA –– fiduciary duty of the founder member
- Re Capital Sino Investments Ltd [2015] HKCLC 15-007 –– Sec 167 of Cap 622 on public notice of issue of new certificate
- Re Days International Ltd [2015] HKCU 199 –– order for security for costs will not be made against a foreign plaintiff if there was one or more co-plaintiffs resident in the jurisdiction who rely upon the same cause of action.
- Re Dejin Resources Group Co Ltd [2015] HKCLC 15-001–– Application of sec 323 of Cap 622 (replacing sec 70 of Cap 32) on the issue of a debenture, or certificate, for debenture stock on the transfer of that stock.
- Re Kin Lee Construction Co Ltd [2015] HKCLC 15-014 –– Secs 733 and 737 of Cap 622 on Court’s general powers to order and direct
- Re LDK Solar Co Ltd (In Provisional Liquidation) 2014 HKCU 2855 –– Sec 777 of Cap 622 on registration of non-Hong Kong company
- Re Shun Kai Co Ltd [2015] 2 HKC 403 –– power of court to assess damages against delinquent officer
- Re Sunni International Ltd [2014] 9 HKJR 14 –– winding up of a foreign company without an office or principal place of business in Hong Kong under Cap 32
- Re Yung Kee Holdings Ltd [2014] 2 HKLRD 313 –– Sec 777 of Cap 622 on registration of non-Hong Kong company
- Rose Palace Ltd v Jung Christopher Lam & Anor [2013] 1 HKJR 6 –– Sec 20 of the Limitation Ordinance
- Shum Wing Ping v Wing Tak Computer Embroidery Development Co Ltd & Anor [2015] HKCU 153 –– procedural requirements to be satisfied before a derivative action can be commenced
- Tai Shing International (Holdings) Ltd [2015] HKCU 648 –– fiduciary duty of director
- Wynn Resorts Holdings, LLC v Gold Winning Printing Co Ltd [2015] HKCFI 1262 –– whether a writ could be served by leaving it at the company’s registered office
- Williams v Central Bank of Nigeria [2014] 2 All ER 489 –– Sec 20 of the Limitation Ordinance does not apply to a party as a trustee because of his knowing receipt of trust property
- Wong Ming Bun v Wang Ming Fai [2014] 1 HKLRD 1108 –– procedural requirements to be satisfied before a derivative action can be commenced
- Wong Pak Sum v Hong Kong Furniture & Decoration Trade Association Ltd [2014] HKCU 2407 –– Sec 740 of Cap 622 which provides that Court may order inspection of records or documents
- Wong Pak Sum v Hong Kong Furniture & Decoration Trade Association Ltd [2014] HKCU 2407 –– Sec 704 of Cap 622 on shareholder to be regarded as not having exercised right to be bought out in certain circumstances
- Woo Wai King v Cheung Siu Kam & Anor [2015] HKCU 323 –– Sec 633 of Cap 622 on power of Court to rectify register
- Yu Yuchuan & Ors v China Shanshui Investment Co Ltd [2015] HKCU 575 –– Sec 733 of Cap 622 on leave of Court to bring or intervene in proceedings
- 3D-Gold Jewellery Holdings Ltd v Pricewaterhousecoopers (a firm) [2014] 5 HKJR 22 –– Order 81 rule 3
Content coverage:
1. Companies Ordinance Cap 622 and Cap 32, and subsidiary regulations, schedule, orders, circulars etc.
2. Code on Takeovers and Mergers and Share repurchases
3. Incorporation of HK companies
4. Share capital, listing and regulation of listed companies
5. Management and administration
6. Receivership
7. Winding up and dissolution
8. Foreign corporations
9. Partnerships
Judith offers consultations in commercial, banking and property law in Hong Kong and on property and commercial law in Malaysia. She has worked with legal teams on contentious and non-contentious matters for a range of clients including private companies, institutions and governments.

Judith conducts bespoke training and CPD seminars for the legal community in a range of her specialist areas including corporate governance, company law and property law. She has worked with numerous small and medium sized firms to create tailored training that meets their needs.

Judith trained as a solicitor in Victoria, Australia after graduation from the Law School of the Melbourne University. Judith also has an LLM from the University of Malaya.
After practice in Melbourne for two years, she taught in the Faculty of Law, University of Malaya, and also acted as a consultant to the Legal Aid Bureau of Malaysia. Later she taught at the Faculties of Law at Monash University, Melbourne, and Hong Kong University. She is now teaching part-time at the Chinese University of Hong Kong.
In 2001 she joined the Hong Kong office of Simmons & Simmons as Professional Support Lawyer and Training Manager.

Judith is a founder member and Vice-Chairman of the Law Society of Hong Kong Working Party Sub-Committee on Land Titles. She has been a consultant to the Consumer Council of Hong Kong (on Estate Agents) and to the Hong Kong Mortgage Corporation (on the documentation for mortgages and guarantees).