The Amendment Ordinance added new provisions to the new CO to empower the Financial Secretary to make regulations to require non-Hong Kong companies to disclose prescribed information and to set out the criminal consequences of failure to make such disclosures. Pursuant to the new section 805A of the new CO, the Financial Secretary has made the Non-Hong Kong Companies (Disclosure of Company Name, Place of Incorporation and Members' Limited Liability) Regulation (“the Regulation”). The Regulation was published in the Gazette on 15 March 2019 and will come into operation on 1 August 2019.
The Regulation provides for, in relation to a non-Hong Kong company, the requirements on the display of company name and place of incorporation, and the disclosure of members’ limited liability. The Regulation also re-enacts the existing provisions in section 792 of the new CO concerning compliance of such requirements when a non-Hong Kong company is in liquidation and aligns the disclosure obligations of non-Hong Kong companies with those of Hong Kong companies. Section 792 of the new CO will be repealed when the Regulation comes into effect.
- an office or a place in Hong Kong where the company carries on its business and that is open to the public; or
- the principal place of business of the company in Hong Kong.
A non-Hong Kong company in liquidation, when displaying or stating its name, must –
- if its name is in a language other than Chinese, add “(in liquidation)” after the name;
- if its name is in Chinese, add “(正進行清盤)” after the name; or
- if its name is in Chinese and in a language other than Chinese, add “(正進行清盤)” after the name in Chinese; and add “(in liquidation)” after the name in that other language.
- A non-Hong Kong company in liquidation must, in every advertisement of the company in Hong Kong –
- state in legible characters its name and its place of incorporation; and
- where applicable, state in legible characters that the liability of its members is limited.