Share Capital / Shares

Q1.

What documents should be submitted to notify the Registrar of Companies of the increase of share capital of a company? Are any fees payable?

 
Q2.

Is it necessary for a company to notify the Registrar of Companies of any transfer of shares?

 
Q3.

I have just collected the Certification of Incorporation for my company from the Companies Registry. Do I need to file a Return of Allotments (Form SC1) to report the issue of shares to the founder members of the memorandum of association ?

 
Q4.

Founder members of the memorandum of association have agreed to take shares at a premium. Do I need to file a Return of Allotments (Form SC1) to report that the shares are taken at a premium and pay the registration fees in accordance with Part I Item (c)(ii) of the Eighth Schedule to the Companies Ordinance ?

 
Q5.

My company has already filed the annual return for this year but the shareholders of the company will be changed. Can I file a revised annual return or other form to report the changes ?

   
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Q1.

What documents should be submitted to notify the Registrar of Companies of the increase of share capital of a company? Are any fees payable?

 
Answer:

The company should submit the Form SC4 together with the appropriate capital fee (i.e. HK$1 for every or part of HK$1,000 of share capital increase, subject to a maximum of HK$30,000 per case) within 15 days after the increase takes effect.

 
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Q2.

Is it necessary for a company to notify the Registrar of Companies of any transfer of shares?

 
Answer:

Yes. The transfer of shares should be reported in the annual return first made by the company after such a transfer took place.

 
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Q3.

I have just collected the Certification of Incorporation for my company from the Companies Registry. Do I need to file a Return of Allotments (Form SC1) to report the issue of shares to the founder members of the memorandum of association ?

 
Answer:

No. There is no need to file a Form SC1 to report the issue of shares to the founder members of the memorandum of association.

 
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Q4.

Founder members of the memorandum of association have agreed to take shares at a premium. Do I need to file a Return of Allotments (Form SC1) to report that the shares are taken at a premium and pay the registration fees in accordance with Part I Item (c)(ii) of the Eighth Schedule to the Companies Ordinance ?

 
Answer:

Yes. You should file a Form SC1 to report that the founder members' shares are taken at a premium and pay the relevant registration fees. However, please state clearly in the form to differentiate the founder members' shares from other allotment of shares made by the company.

 
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Q5.

My company has already filed the annual return for this year but the shareholders of the company will be changed. Can I file a revised annual return or other form to report the changes ?

 
Answer:

No. The change of shareholders should be reported in the next annual return.

 
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