Disclosure of Company Name, Place of Incorporation and Members' Limited Liability

No. There are no major changes in the requirements for non-Hong Kong companies to display company name, place of incorporation and members’ limited liability.

The Amendment Ordinance added new provisions to the new CO to empower the Financial Secretary to make regulations to require non-Hong Kong companies to disclose prescribed information and to set out the criminal consequences of failure to make such disclosures. Pursuant to the new section 805A of the new CO, the Financial Secretary has made the Non-Hong Kong Companies (Disclosure of Company Name, Place of Incorporation and Members' Limited Liability) Regulation (“the Regulation”). The Regulation was published in the Gazette on 15 March 2019 and will come into operation on 1 August 2019.

The Regulation provides for, in relation to a non-Hong Kong company, the requirements on the display of company name and place of incorporation, and the disclosure of members’ limited liability. The Regulation also re-enacts the existing provisions in section 792 of the new CO concerning compliance of such requirements when a non-Hong Kong company is in liquidation and aligns the disclosure obligations of non-Hong Kong companies with those of Hong Kong companies. Section 792 of the new CO will be repealed when the Regulation comes into effect.

A non-Hong Kong company must display continuously its name and place of incorporation in legible characters at every business venue. The name and place of incorporation must be so positioned that they may be easily seen by any visitor to the business venue. If the liability of the members of a non-Hong Kong company is limited, the non-Hong Kong company must also conspicuously exhibit a notice of that fact at every business venue of the company.

 “Business venue” in relation to a non-Hong Kong company, means –

1. an office or a place in Hong Kong where the company carries on its business and that is open to the public; or
2. the principal place of business of the company in Hong Kong.

Pursuant to section 2(2) of the Regulation, a reference to a non-Hong Kong company’s name is, in the case of a registered non-Hong Kong company, a reference to the company’s corporate name in characters of the Latin alphabet or in Chinese; but if there is an approved name shown in the Companies Register in relation to that corporate name, a reference to the approved name.

For a registered non-Hong Kong company which has more than one corporate names registered with the Companies Registry, the company may display all the corporate names or any one of the corporate names. If there is an approved name in relation to a corporate name, it should display the approved name instead of that corporate name.

Yes. The requirements apply to communication documents and transaction instruments in both hard copy form and electronic form.

No. There is no change to the requirements. The Regulation only restates the requirements under section 792(3) to (5) of the new CO.

• A non-Hong Kong company in liquidation, when displaying or stating its name, must –

  1. if its name is in a language other than Chinese, add “(in liquidation)” after the name;
  2. if its name is in Chinese, add “(正進行清盤)” after the name; or
  3. 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.

• A non-Hong Kong company in liquidation must, in every advertisement of the company in Hong Kong –
   
  1. state in legible characters its name and its place of incorporation; and
  2. where applicable, state in legible characters that the liability of its members is limited.