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Disclosure of Company Name and Liability Status

 
Q1.

Are there any major changes in respect of the requirements to display company names at the registered office etc. under the new Companies Ordinance ("the new CO")?

 
Q2.

Does a company have the obligations to display its registered name at a place, other than its registered office, where it carries on business but is not open to the public?

 
Q3.

Are there any circumstances under which a company can dispense with the requirements to display the name of company at the registered office etc. under the Regulation?

 
Q4.

Where a company name is displayed through an electronic device, are there any particular points that should be noted in order to ensure compliance with the new requirements?

 
Q5.

Does a company have the obligations to display its registered name and liability status on its website?

 
Q6.

For a corporate group with a number of subsidiary companies, are all companies within the group required to state their registered names and liability status on the website of the holding company?

 
Q7.

Will the Regulation also apply to domain names?

 
Q8.

Do the requirements to state the registered name and liability status on communication documents and transaction instruments extend to those in electronic form?

 
Q9.

Is a company required to state its name and liability status on SMS messages or emails?

 
Q10.

Is there any change to the kind of company documents on which the registered name and liability status are to be stated?

 
Q11.

Is a company required to state its registered name and liability status on its informal communications with its trading partners?

 
Q12.

For a company registered by an English name and a Chinese name, is it required under the Regulation to display or state both the English name and the Chinese name?

 
Q13.

Does the Regulation apply to registered non-Hong Kong companies?

 
Q14.

For a registered non-Hong Kong company registered in the Companies Register by both a Chinese name and a name in a language other than Chinese, is it required under the new CO to display or state both the Chinese name and the name in a language other than Chinese?

 
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Q1.

Are there any major changes in respect of the requirements to display company names at the registered office etc. under the new Companies Ordinance ("the new CO")?

 
Answer:

Yes. The requirement under the old Companies Ordinance (Cap. 32) ("the old Ordinance") to paint or affix the company name on the outside of every office or place in which the company's business is carried on in a conspicuous position in legible characters has been relaxed. Under the Companies (Disclosure of Company Name and Liability Status) Regulation (Cap. 622B) ("the Regulation"), a company would have complied with the disclosure requirement if a company displays continuously its registered name in legible characters at the registered office and every business venue (see Q2 below) and the company's name is so positioned that it may be easily seen by any visitor to the premises. The new requirement provides flexibility and allows a company to display its registered name either inside or outside the registered office and business venue.


Section 3 of the Regulation also contains new provisions to facilitate electronic display of company names. If a location is the registered office or business venue of more than 6 companies, the requirement to display the registered name at the location is complied with if the registered name is displayed through an electronic device for at least 15 continuous seconds at least once in every 4 minutes or if the registered name is capable of being displayed within 4 minutes after a request to make the display is made through the electronic device.

 
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Q2.

Does a company have the obligations to display its registered name at a place, other than its registered office, where it carries on business but is not open to the public?

 
Answer:

No. Under the old Ordinance, a company is required to display its registered name on the outside of every place in which its business is carried on. To facilitate business, the Regulation does not require a company to display the registered name at the place where it carries on business but is not open to the public. Whether or not the place is open to the public will be a question of fact.

 
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Q3.

Are there any circumstances under which a company can dispense with the requirements to display the name of company at the registered office etc. under the Regulation?

 
Answer:

Yes. There is no need to display the company's registered name at the registered office etc. if the company has had no accounting transaction at any time since its incorporation, or if a liquidator, receiver or manager of the property of the company has been appointed; and the registered office or any business venue of the company is also the place of business of the liquidator, receiver or manager.

 
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Q4.

Where a company name is displayed through an electronic device, are there any particular points that should be noted in order to ensure compliance with the new requirements?

 
Answer:

The electronic device must be monitored and kept in good working condition. The company has the obligation to ensure its registered name can be displayed continuously through the device as required under section 3(3) of the Regulation.

 
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Q5.

Does a company have the obligations to display its registered name and liability status on its website?

 
Answer:

Yes. A company is required to display its registered name and liability status in legible characters on any website of the company with effect from the commencement of the new CO.

 
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Q6.

For a corporate group with a number of subsidiary companies, are all companies within the group required to state their registered names and liability status on the website of the holding company?

 
Answer:

Section 2(3) of the Regulation provides that a reference to the website of a company includes any part of a website relating to the company which the company has caused or authorized to appear. Accordingly, it is necessary to state the registered name and liability status of a subsidiary company if the subsidiary company has caused or authorized the inclusion of the company on the website of the holding company.

 
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Q7.

Will the Regulation also apply to domain names?

 
Answer:

No. The Regulation does not regulate domain names.

 
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Q8.

Do the requirements to state the registered name and liability status on communication documents and transaction instruments extend to those in electronic form?

 
Answer:

Yes. The requirements under the Regulation extend to communication documents and transaction instruments in both hard copy form and electronic form.

 
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Q9.

Is a company required to state its name and liability status on SMS messages or emails?

 
Answer:

It is the content of the communication that determines whether it is a communication document or transaction instrument of the company, not whether it is in hard copy form or electronic form.

 
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Q10.

Is there any change to the kind of company documents on which the registered name and liability status are to be stated?

 
Answer:

No. The types of documents remain the same as those set out in the old Ordinance but they are defined in the Regulation as "communication document", which is any business letter, notice or other official publication of the company, and "transaction instrument" which includes any contract or deed, bill of exchange, promissory note, endorsement, cheque, order for money or goods to be signed by or on behalf of the company, and any consignment note, invoice, receipt or letter of credit of the company.

 
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Q11.

Is a company required to state its registered name and liability status on its informal communications with its trading partners?

 
Answer:

No. The Regulation restates the previous requirement under the old Ordinance and a company does not need to state its registered name and liability status on any of its unofficial publications. (See Q10 above)

 
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Q12.

For a company registered by an English name and a Chinese name, is it required under the Regulation to display or state both the English name and the Chinese name?

 
Answer:

No. For a company registered by both an English name and a Chinese name, the company may display or state either the English name or the Chinese name in accordance with sections 3, 4 and 4A of the Regulation.

 
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Q13.

Does the Regulation apply to registered non-Hong Kong companies?

 
Answer:

The Regulation applies to a company as defined in section 2 of the new CO, which is a company formed and registered under the new CO or an existing company (i.e. a company formed and registered under a former Companies Ordinance). For requirements relating to non-Hong Kong companies, please refer to section 792 of the new CO. Under sections 792(1) and (2) of the new CO, a non-Hong Kong company is required to exhibit or state its name (which, in relation to a registered non-Hong Kong company, means its "corporate name" or “approved name” (both terms as defined in section 774(1)), as the case may be, as stipulated in section 792(7)), its place of incorporation and, if applicable, a notice of the fact that the liability of its members is limited, etc.

 
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Q14.

For a registered non-Hong Kong company registered in the Companies Register by both a Chinese name and a name in a language other than Chinese, is it required under the new CO to display or state both the Chinese name and the name in a language other than Chinese?

 
Answer:

As explained in the answer to Q11 above, a registered non-Hong Kong company is required to exhibit or state its corporate name or its approved name, as the case may be, as stipulated in section 792(7).


Where it is the corporate name which is to be exhibited or stated, if the registered non-Hong Kong company has both a Chinese corporate name and a corporate name in a language other than Chinese, the Companies Registry considers that for the purposes of compliance in ensuring that the company is properly identified, it is sufficient for the company to exhibit or state either the Chinese corporate name or the corporate name in a language other than Chinese in the manner described in section 792 of the new CO.


Where it is the approved name which is to be exhibited or stated, if the registered non-Hong Kong company has both a Chinese approved name and an approved name in a language other than Chinese, the Companies Registry considers that for the purposes of compliance in ensuring that the company is properly identified, it is sufficient for the company to exhibit or state either the Chinese approved name or the approved name in a language other than Chinese in the manner described in section 792 of the new CO.

 
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