[ESTABLISHING A BUSINESS ENTITY IN HONG KONG]
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incorporation do not exclude or modify them. If a company’s registered articles do not prescribe any regulations for the company at all, the appropriate Model Articles will form part of the company’s articles. Member and Share Capital A limited company shall be formed by at least one founder member. A non-Hong Kong resident or a body corporate can be a member but, subject to certain exemptions, a body corporate cannot be a member of a company which is its holding company. The Companies Ordinance has not prescribed any requirements on the number of shares to be issued and the minimum amount of a company’s paid - up capital. Companies in certain industries (e.g., insurance companies and financial institutions) may however be subject to minimum share capital requirements under the relevant regulatory regimes. While many private companies have only one class of shares, it is possible for a company to issue more than one class of shares, each class with different voting and/or dividend rights attached (e.g., ordinary shares, preference shares, deferred shares, voting shares and non- voting shares). Director Every private company must have at least one director whereas a public company or a company limited by guarantee must have at least two directors. Corporate director is not allowed in a public company, a private company that
is a member of a group of companies of which a listed company is a member, and a company limited by guarantee. A private company other than one that is a member of a group of companies of which a listed company is a member, on the other hand, may have a corporate director but it must have at least one director who is a natural person. A director who is a natural person must have attained the age of 18 years at the time of appointment and must not be an undischarged bankrupt except with the leave of the court. A director need not be a Hong Kong resident. Company Secretary A company must have a company secretary. A company secretary must, if a natural person, ordinarily reside in Hong Kong and, if a body corporate, have its registered office or a place of business in Hong Kong. The director of a private company having only one director must not also be a company secretary of the company. A private company having only one director cannot have as a company secretary a body corporate the sole director of which is the sole director of
the private company. Significant Controller
A company is required to take reasonable steps to identify its significant controllers within the meaning of the Companies Ordinance, maintain a significant controllers register and designate at least one person as its representative to provide assistance relating to the company’s significant controllers register to a law enforcement officer.
ILN Corporate Group – Establishing a Business Entity Series
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