Hong Kong’s New Companies Ordinance (Cap. 622) Series 2

1401_HKFurther to our ast issue that highlights the key changes in the Ordinance, in this issue we wish to draw your attention to the other controversial issues and aspects brought by the new Ordinance when it comes into force on 3rd March 2014.


Private companies are required to have at least one director who is a natural person to enhance transparency and accountability. The natural person should be above 18 and can be of any nationality. Corporate directorship is still allowed.

For existing companies with no natural person director, there will be a grace period of 6 months after the commencement of the Ordinance to comply with the new requirement. There is an exemption for existing dormant companies but they are required to comply with the requirement when they cease to be dormant.

Zetland offers individual directorship services.

Personal Data Privacy

In the new Ordinance, directors will be required to provide correspondence address in addition to the usual residential address and only the correspondence address and partial identification number will be shown on the register of Companies Registry. Section 54 of the new Ordinance provides the residential address and full identification number of a director as “protected information” not made available for public inspection.

In view of the huge volume of existing records bearing usual residential addresses and identification numbers registered with Registry, the information already on the register will only be withheld from public inspection upon application and payment of a fee. Section 49 of the new Ordinance allows the Registrar to withhold from public inspection the residential address and full identification number of director upon application by the persons concerned (“withheld information”).

These new changes seek to strike a balance between protecting privacy and satisfying the need to access information. However, there are debates and concerns remain about the new arrangement regarding the privacy of personal data. The relevant sections of the Ordinance (e.g. Part 2 sections 27 (3)-(5), Part 12 sections 643, 644, 645, 647) will be implemented at a later date (not on 3rd March 2014). Thus, a director’s residential address and the full identification number will be a matter of public record until such changes become effective.


The new Ordinance brings in three additional conditions for deregistration as follows:

  • The company is not a party to any legal proceedings;
  • The company has no immovable property in Hong Kong; and
  • None of its subsidiary’s assets consist of any immovable property in Hong Kong (if the company is a holding company).

These additional conditions are imposed to prevent any potential abuse of the deregistration procedure.

The conditions under the current Ordinance are: the company has not commenced or has ceased business; it has no outstanding liabilities; and all the members consent to deregistration.

Deregistration procedure is extended to guarantee companies. Public companies and certain categories of businesses will continue to be excluded.

Communications in Electronic Form and Hard Copy Form

Part 18 of the new Ordinance aims at facilitating business by setting out the rules governing communications to and from in electronic form and hard copy form. A document may be sent to a company in electronic form if the company has so agreed or is regarded as having so agreed under the new Ordinance. A document is deemed to have been received by the company 48 hours after it has been sent by electronic means. Hard copy document sent by post to a company is deemed to have been received on the second business day after posting.

The new Ordinance also provides that if the articles of the company require notice of the resignation of director to be given and to be effective, the notice must be in writing and sent to the company in hard copy form or in electronic form. Signature in the notice or authentication of the notice is not required.

Taking advantage of the new initiatives set out in the new Ordinance

For administrative convenience, Zetland suggests companies should consider adopting new articles so that all provisions (including previous deemed provisions) are located in the articles and to take advantage of some of the new initiatives in the new Ordinance, such as: changing the current practice of using a common seal in execution of deeds and documents.

If you have queries on what needs to be done to your Hong Kong company to comply with the new Ordinance, whether the company is maintained with us or not, the professional team in Zetland will be happy to assist you.

Zetland clients will receive a separate tailored notification in February 2014 on the action/option to take for each of the particular Hong Kong companies we administer.

For further information please contact Rachel Ng at













  • 訴訟手続き中の会社は清算手続きに入ることができない
  • 清算しようとする会社は香港にて不動産の所有がないものとする
  • 清算しようとする会社が所有する支店や支社において香港にて不動産の所有がないこととする(清算しようとする会社が株式保有会社(Holding Company)の場合)


  • 清算しようとする会社は業務を開始していないか業務を停止しているかのいづれかであること
  • 未払い負債がないこと
  • 清算に対して取締役全てからの決議書による承諾が必要

尚、これら会社清算に関する取り決めは保証会社(Guarantee Company)にも当てはまります。ただし公開会社や特別枠に当てはまる会社に関してはこれに当てはまりません。