Press Releases

Companies (Amendment) Bill 2010 and Business Registration (Amendment) Bill 2010 gazetted

The Companies (Amendment) Bill 2010 and the Business Registration (Amendment) Bill 2010 were gazetted today (January 22), and will be introduced into the Legislative Council for first reading on February 3.

A spokesman for the Financial Services and the Treasury Bureau said that the Companies (Amendment) Bill 2010 primarily aimed to streamline and enhance the efficiency of the company incorporation procedure while the Business Registration (Amendment) Bill 2010 aimed to provide one-stop simultaneous application for company incorporation and business registration and enable the filing of business registration documents by electronic means.

"The legislative amendments are proposed to tie in with the Companies Registry's plan to accept on-line applications for company incorporation and filing of company documents under the second phase of the Integrated Companies Registry Information System in 2010-2011. We see a need to amend the Companies Ordinance to specify the requirements concerning electronic incorporation and filing of documents.

"We propose that, upon the implementation of electronic incorporation of companies, any person who submits an application for company incorporation will be deemed to have applied for business registration at the same time. The Companies Registry will issue the business registration certificate together with the certificate of incorporation to the successful applicants," the spokesman said.

"With simultaneous application in place, application for incorporation of a local company and business registration will be shortened from an average of four working days under the existing system to within one day. This will put Hong Kong on a par with comparable jurisdictions like the United Kingdom and Singapore," he said.

The Companies (Amendment) Bill 2010 also introduces amendments to certain other provisions in the Companies Ordinance. The significant amendments include -

(i) expediting the company name approval process while giving the Registrar of Companies new powers to enhance enforcement against abuses of the company name registration system, including acting upon a court order to direct a company to change its infringing name, and substituting that name with the company's registration number if it fails to comply with the Registrar's direction;

(ii) facilitating companies to communicate with their members through electronic means and websites;

(iii) expanding the scope of statutory derivative action by allowing a member of a related company to commence or intervene in a statutory derivative action on behalf of the company; and

(iv) introducing technical amendments to the Companies Ordinance to remove, or provide exceptions to, the limitations arising from provisions in the ordinance that compel the use of paper documents of title and paper instruments of transfer in relation to shares and debentures.

"We have consulted the Legislative Council Panel on Financial Affairs, the Standing Committee on Company Law Reform as well as relevant stakeholders on the legislative proposals. We hope the community will support the legislative proposals to further facilitate business doing in Hong Kong," the spokesman said.