公司和商業法

Legal Update: Disclosure Obligations for Non-Hong Kong Companies effective from 1 August 2019

Non-Hong Kong companies as defined under the Companies Ordinance (Cap. 622), in brief, those having a place of business in Hong Kong, should be aware of the new set of disclosure rules under the Non-Hong Kong Companies (Disclosure of Company Name, Place of Incorporation and Members’ Limited Liability) Regulation (Cap. 622M) (the “Regulation”), which will come into operation on 1 August 2019.

Important Changes under the Regulation

Important changes introduced by the Regulation include, inter alia,

• sections 3(1) and (2): A non-Hong Kong company must clearly display its name and its place of incorporation at every business venue of the company in Hong Kong and they must be positioned on the premises in a way easily seen by a visitor.

• Sections 4: A non-Hong Kong company must clearly state in legible characters its name and place of incorporation in every communication document and transaction document of the company in Hong Kong.

• Section 5: if the liability of the members of a non-Hong Kong company is limited, the company must (a) exhibit a notice to that effect at every business venue of the company and (b) state this fact in legible characters in every communication document and transaction document in Hong Kong.

• Section 6(2): if the non-Hong Kong company is in liquidation, it must in every of its advertisement (a) state in legible characters its name and place of incorporation and (b) where applicable, state in legible characters that the liability of its members is limited.

• Sections 6(3) and (4): A non-Hong Kong company in liquidation, when displaying or stating its name, must  (a) if its name is in a language other than Chinese, add “(in liquidation)” after the name; (b) if its name is in Chinese, add “(正進行清盤)” after the name; or (c) 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.

Pursuant to section 8 of the Regulation, when there is a breach of any of the above requirements, the company, every responsible person of the company, and every agent of the company who authorizes or permits the contravention, commit an offence and each breach is liable to a fine at level 3.

In light of the above, it is advisable that non-Hong Kong companies in Hong Kong should begin preparing and taking necessary steps to comply with the new disclosure rules.

OLN provides a full range of company law services.  If you have any questions on the above or on any company law issues, please contact one of the members of the Company Law team or the Corporate and Commercial Law team.