Law & Society

The Companies (Amendment) Ordinance 2010 was published in the Gazette on 16th July 2010. It is likely to come into force upon the implementation of Phase II of the Integrated Companies Registry Information System (ICRIS II) by the Companies Registry early in 2010. Under the Companies (Amendment) Ordinance 2010, a number of provisions have been amended to facilitate on-line applications for company registration, for example, to allow the signing of the incorporation forms using passwords, streamline the attestation requirements for signatures by founder members, and facilitate the issue of certificates of incorporation by the Registrar of Companies through electronic means.

Once the Companies (Amendment) Ordinance 2010 comes into effect, applicants may file registration forms and company documents by electronic means.

To link with the above amendments to the Companies Ordinance, the Business Registration (Amendment) Ordinance 2010 was also published in the Gazette on 16th July 2010. This will enable the Companies Registry to provide a one-stop company and business registration service upon the implementation of ICRIS II.
The current system requires applicants for company registration to apply separately for a Business Registration Certificate from the Business Registration Office of the Inland Revenue Department within one month of the date of incorporation with the Companies Registry.

With the enactment of the Business Registration (Amendment) Ordinance 2010, any person who submits an application for a company registration will be deemed to have applied for business registration at the same time.

Other amendments made by the Companies (Amendment) Ordinance 2010 include:

* The empowering of the Registrar of Companies to direct a change of company name within a specified period;
* The expansion of the scope of statutory derivative action to cover multiple derivative actions allowing members of a related company of a specified corporation to commence or intervene in proceedings on behalf of the corporation;
* The removal of limitations arising from provisions in the Companies Ordinance that compel the use of paper documents of title and paper instruments of transfer in relation to shares and debentures; and
* The enabling of Hong Kong companies to make use of electronic means (including the company websites) to communicate with their shareholders.