Disclosure of Company Name and Liability Status

Under the new Companies Ordinance ("the new CO"), section 659 provides for the making of subsidiary legislation to prescribe the requirements for the display and disclosure of registered names by companies and for the disclosure of their liability status. The requirements are set out in the Companies (Disclosure of Company Name and Liability Status) Regulation (Cap. 622B) ("the Regulation") to provide protection for persons dealing with a company.

The requirement under the old Companies Ordinance (Cap. 32) ("the old Ordinance") for a company to paint or affix the company name on the outside of every office or place in which the company's business is carried on in a conspicuous position in legible characters has been relaxed. Under the Regulation, a company would have complied with the disclosure requirements if the company displays continuously its registered name in legible characters at the registered office and every business venue and the company's name is so positioned that it may be easily seen by any visitor to the premises. The new requirement provides flexibility and allows a company to display its registered name either inside or outside the registered office and business venue (sections 3(1) and 3(2) of the Regulation).

To facilitate business, the Regulation does not require a company to display its registered name at an office or a place, other than its registered office, where it carries on business but is not open to the public (section 2(1) of the Regulation).

To facilitate electronic display of company names at a location which serves as the registered office or business venue for multiple companies, the Regulation contains new provisions to provide that if a location is the registered office or business venue of more than 6 companies, the requirement to display the registered name at the location is complied with if the registered name is displayed through an electronic device for at least 15 continuous seconds at least once in every 4 minutes or if the registered name is capable of being displayed within 4 minutes after a request to make the display is made through the electronic device (section 3(3) of the Regulation).

Under the Regulation, there is no need to display a company's registered name at its registered office and every business venue if the company has had no accounting transaction at any time since its incorporation, or if a liquidator, receiver or manager of the property of the company has been appointed; and the registered office or any business venue of the company is also the place of business of the liquidator, receiver or manager (sections 3(4) and 3(5) of the Regulation).

The Regulation clarifies that the requirements to state a company's registered name and liability status on its communication documents and transaction instruments cover communication documents and transaction instruments in both hard copy and electronic form (section 2(2) of the Regulation). A company is also required to display its registered name and liability status in legible characters on any website of the company (sections 4 and 5 of the Regulation).

The Regulation does not regulate domain names.

Section 659 of the new CO

Sections 2 to 7 of the Companies (Disclosure of Company Name and Liability Status) Regulation (Cap. 622B)

Not applicable