A company’s power to issue and transfer shares and the limitations are prescribed in the company’s article of association (“the Articles”) and the Companies Ordinance (Cap. 622). The procedures of issuing and transferring shares are different, therefore it is essential to distinguish the two so you can comply with the respective requirements. What’s the difference? … Read more
The directors are responsible for the overall management of the company.The process for appointment and removal of director(s) is governed by the article of association (“the Articles”) and the Companies Ordinance (Cap. 622) (the “CO”). Appointment of Directors Age: Any person, who is 18 years old or above, can be appointed as a company director … Read more
Here are the steps for changing the company name of a local limited company: Choose a new name for your company. To understand more about the guidelines on choosing a company name, read “ How do I register a company in Hong Kong?” Pass special resolution to authorize name change and amend the articles of … Read more
A business name in Hong Kong is like a nickname of your company. It is the name by which your business is known to the public. It is used for promotional and advertising purposes. A business name can be different from the name of your company or the individual who owns the business. In this … Read more
A Shareholders’ Agreement (“the Agreement”) is an agreement between the shareholders of a company to define the rights and obligations of the shareholders. Some of the key provisions are: voting rights, dividend policy, restrictions on transfer of shares, protection for minority shareholders. Given the contractual nature of the Agreement, if one of the shareholders breach … Read more
In short, a company incorporated in Hong Kong is governed by the Articles of Association (the “Articles”). The Articles specify rules and regulations on how the company will carry out its operation. Therefore, if the Articles sets out any restrictions on what the company can/cannot do then any powers exercised to the contrary will be … Read more
Yes, a sole shareholder can be the sole director of a private limited company. A private limited company must have at least 1 natural director. The sole shareholder can be the director of the company. However, the sole director cannot be the company secretary of the company. Even if you are the sole shareholder and … Read more
The Board of Directors ( the “Board”) is the governing body of the company and is responsible for taking strategic and policy decisions for the company. Some of the responsibilities of the Board are ensuring compliance of the rules and regulations, reviewing the company’s policies and procedures, approving annual budgets proposed by the management of … Read more
In simple terms, the board of directors operate the company while the shareholders are the owners of the company. Board of directors The Board of Directors (“BoD”) is the governing body of the company. The BoD is responsible for the overall management and makes decisions relating to company issues and policies. It is also responsible for … Read more
Board resolutions are written records of decisions made by the board of directors (“the Board”). The Board is responsible for the overall management of the company and makes decisions relating to company issues and policies. For instance, a board resolution may be passed for appointing a new director, purchasing another business, opening of company bank … Read more