T K Lo & Co

New Companis Ordinance - Practical Implications to Unlisted Entities 

Types of companies under new Companies Ordinance—

(a) a public company limited by shares;

(b) a private company limited by shares;

(c) a public unlimited company with a share capital;

(d) a private unlimited company with a share capital;

(e) a company limited by guarantee without a share capital.

Shares in a company have no nominal value and authorized share capital is abolished.

Responsible person includes an officer or shadow director.

A company limited by guarantee must have at least two directors. 

A private company must have at least one director. 

A body corporate must not be appointed a director of the public and guarantee company,  and of the private company of which group member is a listed company. 

Company must have at lease one natural person director. 

Permitted indemnity provision is to be disclosed in directors’ report. 

Ratification by a company of conduct by a director may only be made by resolution of the voting of disinterested members. 

Directors must secure each subsidiary coincides with the company’s financial year unless there are good reasons. 

A company must in each financial year holds an AGM. 

For private and guarantee companies, AGM holds within 9 months after financial year end. In case of the first account more than 12 months, AGM holds at the later of 9 months after anniversary or 3 months after financial year end. 

A company may by written or general meeting resolution of all voting members dispense with AGM, provided that copies of documents to be laid before AGM were provided to all members. Member can by hard copy or electronic notice demand the holding AGM before 3 months of AGM deadline. 

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The Directors may meet together for the despatch of business, adjourn, and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the chairman shall have a second or casting vote. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors.  The Directors may pass a resolution by teleconference and the meeting shall be deemed to have taken place at that location where a majority of the Directors happen to be present, failing which at that location where the Chairman happens to be present.