The Hong Kong Companies Ordinance (Cap. 622): Commentary & Annotations, 2nd Edition

The Second Edition of the Companies Ordinance: Commentary Annotations examines and explores the new law’s effect on Hong Kong within this critical first year of implementation, highlighting those new changes that have since been applied to all Hong Kong and overseas companies.

Highlights of the changes to corporate governance, commonly raised issues and effects caused by the application include:

• Section 388 and Schedule 5: new requirement for companies to prepare a business review as part of their directors duties;
• Section 388(3): criteria to claim exemption from preparing the now required business review accompanying the director’s report;
• Section 465 and Part 11: new standard of director’s and company’s duty of care, skill and diligence;
• Sections 359, 361, and 364: facilitate SMEs to prepare simplified financial and director report as intended to facilitate business opportunities;
• Cap. 622B: new subsidiary legislation setting out the requirements for disclosure of company name and liability status as to provide protections for all persons and entities dealing with a company;
• How abolishing former mandatory requirements of memorandum of association (sections 67 and 98), the company seal (section 124), and par value of shares (section 135) has facilitated and improved incorporation and operation of companies;
• If the new sets of model articles for adoption in whole or in part by companies incorporated after 3 March 2014 have made it more attractive for companies.

One year from its enactment, the (new) Companies Ordinance (Cap. 622) continues to be the most important piece of legislation enacted by Hong Kong since the handover in 1997. Cap. 622 is one of the largest pieces of legislation enacted by the Legislative Council and no business entity is excluded from the newly enacted provisions of law.

Every lawyer, practitioner, academic, as well as company secretary, concerned with Company Law in Hong Kong needs a copy of this two-volume set on their desk!