The New Companies Ordinance (CAP 622) --- One Series, Five Volumes with Annotations A Butterworths Hong Kong Handbook

1. Volume I: Click here
2. Volume II: Click here
3. Volume III: Click here
4. Volume IV: Click here
5. 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.