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Overview

A comprehensive exercise to rewrite the Companies Ordinance (Cap. 32) was launched in mid-2006 with the aim of modernising Hong Kong's company law and further enhancing Hong Kong's status as a major international business and financial centre. Following five rounds of public consultations and numerous discussions during a series of public forums and seminars over the years, the Companies Bill was finalised and introduced into the Legislative Council ("LegCo") on 26 January 2011. A Bills Committee to scrutinise the Bill was formed in February 2011. After 44 meetings lasting a total of over 120 hours and consideration of over 200 papers or submissions (available on the website of the Legislative Council), the Bills Committee completed its scrutiny of the Bill in June 2012. On 12 July 2012, the Companies Bill was passed by LegCo.

The new Companies Ordinance (Cap. 622) ("the new CO"), which consists of 921 sections and 11 schedules, provides a modernised legal framework for the incorporation and operation of companies in Hong Kong. It aims to achieve four main objectives, namely, to enhance corporate governance, ensure better regulation, facilitate business and modernise the law. A summary of the major initiatives for achieving the four main objectives of the new CO and an outline of each part of the new CO are set out as follows:

Major Initiatives (pdf Format)

Outline (pdf Format)

To facilitate implementation of the new CO, 12 pieces of subsidiary legislation have been made to provide for the relevant technical and procedural matters. In parallel, the Companies Registry has enhanced its information system, carried out an overall review of its policies and procedures and specified new forms for the implementation of the new legislation.

The new CO and the subsidiary legislation have commenced operation on 3 March 2014, save for the provisions relating to the restricted disclosure of residential addresses of directors and full identification numbers of individuals (Note 2) and the scripless regime.

Comprehensive information on the new CO, including briefing materials, highlights of major changes and answers to Frequently Asked Questions, are available at this thematic section. Up-to-date information in respect of the requirements for registration of documents under the new CO is available at the respective sections on this website.


Notes

 
1.

In this thematic section, "Companies Ordinance (Cap. 32)" refers to the old Companies Ordinance before the implementation of the new CO. On the commencement day of the new CO on 3 March 2014, the majority of provisions in Companies Ordinance (Cap. 32) affecting the operation of companies were repealed. The ordinance has been retitled as "Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32)" containing provisions relating to prospectuses, winding-up, insolvency of companies and disqualification of directors.

 
2.

As some members of the public have raised concerns about the new arrangement with respect to inspection of directors' personal information on the Companies Register, the Administration has submitted a paper on the proposed way forward to the Legislative Council Panel on Financial Affairs on 28 March 2013 (LC Paper No. CB(1)788/12-13(01)), whereas the Panel has subsequently discussed the matter at its meeting on 8 April 2013. Having regard to the discussion at that meeting and members' views, the Administration has accorded priority to the tasks necessary for commencing the new CO as scheduled, and will consider matters relating to the new arrangement thereafter.