General

1 When was the Companies Bill passed?

The Companies Bill, which sought to rewrite the Companies Ordinance (Cap. 32), was passed by the Legislative Council on 12 July 2012.

2 What are the objectives of rewriting the Companies Ordinance (Cap. 32)?

The rewrite aims to achieve four main objectives, namely, enhancing corporate governance, ensuring better regulation, facilitating business and modernising the law. The comprehensive rewrite of the Companies Ordinance (Cap. 32) allows Hong Kong to leverage the developments of company law in other comparable jurisdictions and further enhance its competitiveness and attractiveness as a major international business and financial centre.

3 What measures are introduced in the new Companies Ordinance (Cap. 622) (“the new CO”) for achieving its objectives to enhance corporate governance, to ensure better regulation, to facilitate business and to modernise the law?

For details, please refer to a summary of the "Major Initiatives".

4 What is the status of the Companies Ordinance (Cap. 32) after the commencement of the new CO?

When the new CO commenced operation on 3 March 2014, the Companies Ordinance (Cap. 32) ("the old Ordinance") was retitled as "Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32)" with the core provisions affecting the operation of companies repealed except those provisions relating to prospectuses, winding-up, insolvency of companies and disqualification of directors.

5 Can I still make reference to the old Ordinance at the Hong Kong e-Legislation (HKeL) of the Department of Justice?

The earliest version of the legislation published in HKeL is the legislation as in force on 30 June 1997. If a provision of an existing Ordinance or subsidiary legislation is amended (whether in the form of textual amendment or repeal) after 30 June 1997, the provision as amended will be stored in a separate document file as a new version bearing a different "Version Date" (which is the commencement date of the amendment). These past versions are still being kept in the HKeL database and are retrievable.

To search for different versions of a particular provision or a whole chapter, please click onto the different version dates marked on the timeline or listed in the point-in-time drop-down box.

The past version of the old Ordinance in whole enactment mode can also be accessed from the link below:

Past version of the Companies Ordinance (Cap. 32) (pdf Format)

6 When was the new CO published in the gazette?

The new CO was gazetted on 10 August 2012.

7 When has the new CO come into operation?

The Secretary for Financial Services and the Treasury has appointed 3 March 2014 as the commencement date of the new CO except the provisions relating to the restricted disclosure of residential addresses of directors and identification numbers of individuals and the scripless regime. Please refer to the Companies Ordinance (Commencement) Notice 2013 (L.N. 163 of 2013) gazetted on 25 October 2013 for details.

8 The provisions in the new CO relating to the restricted disclosure of residential addresses of directors and identification numbers of individuals has not come into operation on 3 March 2014. Why is this so? What is the arrangement for inspection of information on directors?

As some members of the public have raised concerns about the new arrangement with respect to inspection of directors’ personal information on the Companies Register, the Administration has submitted a paper on the proposed way forward to the Legislative Council Panel on Financial Affairs on 28 March 2013 (LC Paper No. CB(1)788/12-13(01)), whereas the Panel has subsequently discussed the matter at its meeting on 8 April 2013. Having regard to the discussion at that meeting and members’ views, the Administration accorded priority to the tasks necessary for commencing the new CO as scheduled, and will consider matters relating to the new arrangement thereafter.

Since the provisions relating to the restricted disclosure of residential addresses of directors and identification numbers of individuals have not come into operation upon commencement of the new CO on 3 March 2014, there is no change to the regime in respect of inspection of information on directors.

[Note: From August 2021 through end-2023, a new inspection regime of the Companies Register under the CO is being implemented in three phases. Under the new inspection regime, sensitive personal information of directors, company secretaries and some other individuals on the Companies Register is protected. Please visit the thematic section on “New Inspection Regime” on this website for details.]

9 Section 908 and Schedule 8 to the new CO concerning the uncertificated securities regime have not come into operation on 3 March 2014. Why is this so?

To take forward the uncertificated securities market initiative, Schedule 8 to the new CO contains the provisions to remove, or provide exceptions to, the limitations arising from the provisions in the new CO that compel the use of paper documents of title and paper instruments of transfer in relation to shares and debenture. On 27 March 2015, the Government published the Securities and Futures and Companies Legislation (Uncertificated Securities Market Amendment) Ordinance 2015 (the “Amendment Ordinance”) in the Gazette (Legal Supplement No. 1, No. 13 Vol. 19)* to provide for a legal framework to enable the introduction of an uncertificated (i.e. paperless) securities market regime. The Amendment Ordinance mainly amends the Securities and Futures Ordinance (the “SFO”) and the Companies Ordinance, including section 908 and Schedule 8, to stipulate the broad framework for the regulation of the uncertificated securities market. Its main provisions will commence operation on a date to be appointed by the Secretary for Financial Services and the Treasury in a Gazette Notice. The details relating to the operation and regulation of the uncertificated securities market regime will be set out in new subsidiary legislation to be made by the Securities and Futures Commission under the SFO.

Electronic version of the gazette is available at the website of the Government Logistics Department at http://www.gld.gov.hk/egazette/.

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