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Part: 468 Avoidance of provisions shielding director from liability L.N. 163 of 2013 03/03/2014 (1) This part relates to a provision contained in a very company’s content, or within a deal entered into by a company, or in any other case. (2) If a provision purports to exempt a director of the company from any liability that will otherwise connect for the director in connection with any carelessness, default, breach of responsibility or breach of rely on in relation to the company, the provision is void. (three) If, by a provision, the company straight or indirectly supplies an indemnity for the director in the company, or maybe a director of an related company with the company, against any legal responsibility attaching towards the director in connection with any negligence, default, breach of responsibility or breach of have confidence in in relation towards the company or involved company (as the situation may very well be), the provision is void. (4) Subsection (three) would not prevent a company from taking out and retaining in pressure insurance plan to get a director in the company, or even a director of the linked company on the company, versus— (a) any liability to anyone attaching to the director in connection with any carelessness, default, breach of responsibility or breach of rely on (aside from fraud) in relation to the company or associated company (as the situation could possibly be); or (b) any liability incurred because of the director in defending any proceedings (irrespective of whether civil or legal) taken towards the director for any carelessness, default, breach of duty or breach of belief (such as fraud) in relation to the company or affiliated company (as the situation can be).
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N. 163 of 2013 03/03/2014 (one) The certification by a company of the instrument of transfer of shares during the company— (a) is often a illustration through the company to anyone performing within the religion with the certification that files are already produced to your company that evidence title on the shares in the transferor named inside the instrument; and (b) is just not a representation which the transferor has any title to the shares. (2) If anyone functions on the faith of the false certification by a company produced negligently, the company is under the similar legal responsibility to the individual as When the certification had been made fraudulently. (3) For your functions of this section, an instrument of transfer is Qualified by a company if it bears— (a) the phrases “certificate lodged”, or words to the identical outcome, in English or Chinese; and (b) underneath or adjacent to These words, the signature or initials of somebody getting the actual or apparent authority to certify transfers on behalf from the company. (four) Unless of course the Opposite is proved, a signature or initials appearing on an instrument of transfer as referred to in subsection (3)(b) have to be regarded— (a) because the signature or initials of the individual whose signature or initials they purport to generally be; and (b) as getting been put on the instrument by that individual or by An additional individual who has the particular or apparent authority to make use of the signature or initials for the objective of certifying transfers on behalf from the company. Segment: a hundred and fifty five Concern of share certificate on transfer L.N. 163 of 2013 03/03/2014 (one) Inside the time period laid out in subsection (2), a company will have to total the certificates for virtually any of its shares which might be transferred and possess the certificates ready for shipping. (2) The period of time is— (a) for a private company, two months once the working day on which the transfer is lodged While using the company;
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(one) For your purposes of the Routine, a correct held by a subsidiary endeavor of One more undertaking is always to be considered to be currently being held by that other endeavor. (two) With the reasons of the Agenda— (a) with no restricting paragraph (b), a proper that is certainly exercisable only in sure situations is taken under consideration— (i) only once the situations have arisen and for As long as they keep on to exist; or (ii) only in the event the situations are in the Charge of the person acquiring the correct; and (b) a right that is definitely Typically exercisable but is briefly incapable of currently being exercised continues to get taken under consideration.
L.N. 163 of 2013 03/03/2014 (one) The Registrar may perhaps by see in crafting immediate a company to change, within the interval laid out in the discover, a name under which the company is restored to the Companies Sign up less than this Division if— (a) the title is, as at some time with the restoration, similar to or from the Registrar’s impression much too just like a title that appeared or ought to have appeared during the index of names retained below section 22C with the predecessor Ordinance or within the Index of Company Names; or (b) the identify is, as at the time of your restoration, similar to or while in the Registrar’s viewpoint far too similar to a name of the human body corporate incorporated or recognized below an Ordinance.
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Part: 784 Appeal in opposition to determination to serve discover L.N. 163 of 2013 03/03/2014 Inside 3 months following staying served that has a discover underneath section 780(one)(b) to get a corporate title or for an authorised name in relation into a corporate identify, a registered non-Hong Kong company may appeal to the Administrative Appeals Board towards the decision to serve the recognize. Area: 785 Change of approved name L.N. 163 of 2013 03/03/2014 (1) A registered non-Hong Kong company may well utilize, in creating, on the Registrar for change of the permitted name, in relation to your corporate identify, less than which the company is to hold on organization in Hong Kong. (two) An application has to be delivered to the Registrar. (3) On acquiring an software for change of an approved title, the Registrar have to approve the new title Except satisfied that the new name— (a) is similar to or is simply too like— (i) a name that appears, or should have appeared, within the Index of Company Names; or (ii) the name of the overall body corporate incorporated or recognized under an Ordinance; or (b) presents so misleading a sign of the character with the registered non-Hong Kong company’s routines in Hong Kong as to become likely to trigger harm to the general public. (four) If your Registrar approves a different title, the registered non-Hong Kong company may produce on the Registrar for registration a return, in the specified sort, specifying The brand new title so authorised. (five) On acquiring a return, the Registrar need to, unless glad that the new title laid out in it really is similar to a reputation that appears, or ought to have appeared, during the Index of Company Names— (a) enter The brand new name in the Companies Register as being the identify, in relation towards the corporate title, below which the registered non-Hong Kong company is to hold on business in Hong Kong; (b) generate a Notice in the businesses Sign up into the influence that there is a change of approved title;
(2) The document or info is distributed or equipped to that other particular person to the uses of an applicable provision if the doc or details is sent or supplied— (a) by hand to that other individual; or (b) by hand or by article to an address laid out in area 825. (3) With the uses of an relevant provision that authorizes or demands the document or data to be authenticated, the document or info is adequately authenticated if it is signed by a director or company secretary with the company or by an officer of the company approved to the intent. (four) If the doc or information and facts is shipped or supplied by a person on behalf from the company to another company, subsection (3) doesn't influence any provision of that other company’s content underneath which that other company may well involve fair proof of the person’s authority to act on behalf on the company for which the document or details is sent or equipped. (5) In the event the document or facts is distributed or supplied to that other human being for the purposes of the applicable provision, it is for being viewed as currently being obtained by that other person— (a) exactly where the doc or facts is sent or provided by publish, at enough time specified in part 824, unless the Opposite is proved; or (b) exactly where the doc or details is shipped or supplied by hand, at enough time when the doc or details is delivered. Part: 833 Communication via website L.N. 163 of 2013 03/03/2014 (1) Matter to subsection (two), this portion applies if a document or details is shipped or supplied by a company to a different human being by rendering it accessible on a web site. (2) This area won't apply In case the doc or info is distributed or equipped by a member of the company towards the company. (3) The doc or information is sent or equipped to that other person to the uses of an relevant provision if— (a) that other person— (i) has agreed, normally or especially, that the doc or data may very well be despatched or equipped by the
Cap 622 - Firms Ordinance sixty eight company. Part: 195 Group reconstruction relief L.N. 163 of 2013 03/03/2014 (1) This part applies if an issuing company— (a) is a completely owned subsidiary of A further company (the holding company); and (b) concerns shares— (i) for the Keeping company; or (ii) to another wholly owned subsidiary on the Keeping company, in consideration to the transfer towards the issuing company of non-funds assets of a company (the transferor company) That could be a member on the group of companies that comprises the holding company and all its wholly owned subsidiaries. (2) Any excess of the worth with the belongings transferred in excess of their Web base value may be disregarded when recording as share funds on the issuing company the quantity of thing to consider for The problem via the issuing company of its shares. Therefore, the least level of consideration required to be recorded as share funds from the issuing company in regard on the shares issued for that transfer is the net foundation value of the property transferred. (three) The online foundation value of the assets transferred is the amount by which The bottom price of the property transferred exceeds the base price of any liabilities with the transferor company assumed via the issuing company as thing to consider to the belongings transferred. (four) For your purposes of this part— (a) The bottom price formation company of belongings transferred will be the lesser of— (i) the cost of All those property for the transferor company; (ii) the amount at which Individuals assets are mentioned inside the transferor company’ s accounting records immediately ahead of the transfer; (b) The bottom worth of liabilities assumed is the amount at which They can be stated inside the transferor company’s accounting information right away prior to the transfer. Part: 196 Merger reduction L.N. 163 of 2013 03/03/2014 (1) This area applies if an issuing company has secured at the least a 90% fairness holding in another company underneath an arrangement giving for The problem of equity shares inside the issuing company on terms which the consideration with the shares issued will be to be offered— (a) by the issue or transfer for the issuing company of fairness shares in the other company; or (b) by the cancellation of any fairness shares in the opposite company not held because of the issuing company.
L.N. 163 of 2013 03/03/2014 (one) A member of the repurchasing company may perhaps, on or before the date on which discover of an authorizing Conference in the company is supplied, give notice to every other member on the company which the member will likely not tender any shares held by the member for being purchased back with the company less than the final give. (two) A non-tendering member is not really entitled to tender any shares held via the member to generally be acquired back again through the repurchasing company below the general offer even if that offer extends to Those people shares.
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