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Non-Hong Kong Companies

(I) Introduction

 
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There are no substantive changes to the registration regime for non-Hong Kong companies. However, for the purposes of enhancing regulation and modernising the law, the following clarifications and modifications have been made in the new Companies Ordinance (“the new CO”)

 

Under the old Companies Ordinance (Cap. 32) ("the old Ordinance”), there is a requirement to notify the Registrar of Companies (“the Registrar”) of any change of corporate name. The provision is fairly general. There may be uncertainty as to whether notification is required in certain circumstances. Section 778 of the new CO sets out clearly when and how notification of changes to corporate name should be made to the Registrar.

There are now express provisions in the new CO dealing with striking the names of registered non-Hong Kong companies off the Companies Register and restoration of non-Hong Kong companies to the Companies Register. Division 8 of Part 16 sets out the detailed procedures specific to registered non-Hong Kong companies.

In addition, changes made in the registration of charges regime in Part 8 (Registration of Charges) of the new CO will also apply to registered non-Hong Kong companies. Please refer to the Highlights on “Registration of Charges and their Discharge”.

 

(II) Relevant Provisions of the new CO

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Provisions on change of corporate name: sections 778 to 779;

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Provisions on striking off and restoration: sections 796 to 801;

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The procedural and technical details concerning the registration of and returns to be made by non-Hong Kong companies are set out in the Companies (Non-Hong Kong Companies) Regulation (Cap.622J).

 

(III) Transitional Arrangements

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The transitional provisions are set out in detail in sections 132 to 140 of Schedule 11 to the new CO. The position relating to pending applications for registration and registration of returns is that they are regarded as applications made under the new CO but fees will be paid by reference to the Eighth Schedule to the old Ordinance. In most other cases, the general position is that where the action was commenced under the old Ordinance, the provisions of the old Ordinance will continue to apply. This covers for example, the sending of notice regarding cessation of a place of business, the sending of notice of dissolution, striking the name of a non-Hong Kong company off the register and restoration of company to the register.

 

Frequently Asked Questions