The Hong Kong Companies Ordinance (Cap. 622): Commentary and Annotations

The “essential-must-have” publication to understand and comprehend all that the new Companies Ordinance (Cap. 622) encompasses which is now the standard for all Hong Kong companies!

A fully and complete annotations of the new Companies Ordinance (Cap. 622) on all 921 sections and 11 schedules, including all 12 provisions of the Subsidiary Legislation (Cap. 622A – 622L)

Key changes to the new Companies Law examined here include:
• New Sets of Model Articles for adoption in whole or in part by companies incorporated after 3 March 2014;
• Sections 67 & 98: Memorandum of Association no longer required as the Articles of Association is now the company’s constitutional document;
• Section 135: Abolition of Par Value Shares for all companies;
• Section 457: Required that at least one natural person be the director of a private company;
• Section 465 and Part 11: New Duty of Care imposed upon Directors of Companies – Directors must now exercise the reasonable care, skill and diligence which would be exercised by a reasonable person with the general knowledge, skill, and experience that a director in a similar situation has based on both an objective & subjective test;
• Sections 359, 361, and 364: Facilitating Small and Medium-Sized Entities (SMEs) to prepare simplified financial and director report as intended to facilitate more business.

Highlights of this 2-Volume Set includes:
• Insightful Commentary and Annotations of all 921 Sections and 11 Schedules of the New Companies Law (Cap. 622);
• Additional Commentary and Annotations of 12 Provisions of the Subsidiary Legislation (Cap. 622A – 622L) ;
• Comparative Reference Table showing a section by section comparison of the preceding Company Law (Cap. 32) with that of its new counterpart sections in the New Companies Law (Cap. 622);
• Select List of Specified Forms for Use Under the New Companies Ordinance; and
• Briefing and Consultation Notes on all 21 Parts of the New Companies Ordinance.

Every lawyer, practitioner, and academic, as well as company secretary concerned with company law in Hong Kong should have a copy on their desk!