Companies Ordinance Rewrite

Consultation Papers

• Second Phase Consultation of the draft Companies Bill – Consultation Paper Highlights (issued on 7 May 2010)
  
  • This link will open in a new windowFull Consultation Paper (PDF format) 
    
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    This link will open in a new window Executive Summary
    This link will open in a new window Chapter 1 Introduction
    This link will open in a new window Chapter 2 Financial Assistance by a Company for Acquisition of its own Shares
    This link will open in a new window Chapter 3 Directors’ Remuneration Report
    This link will open in a new window Chapter 4 Investigations and Enquiries
    This link will open in a new window Chapter 5 Notice of Refusal to Register a Transfer of Shares
    This link will open in a new window List of Questions for Consultation
    This link will open in a new window Appendix 1 Framework of Draft Companies Bill
    This link will open in a new window Appendix 2 Extract from UK Regulations on Directors’ Remuneration Report
    
    Explanatory Notes on the Draft Parts
    

    This link will open in a new window Part 1 Preliminary
    This link will open in a new window Part 3 Company Formation and Related Matters, and Re-registration of Company
    This link will open in a new window Part 4 Share Capital
    This link will open in a new window Part 5 Transactions in Relation to Share Capital
    This link will open in a new window Part 6 Distribution of Profits and Assets
    This link will open in a new window Part 7 Debentures
    This link will open in a new window Part 8 Registration of Charges
    This link will open in a new window Part 9 Accounts and Audit
    This link will open in a new window Part 13 Arrangements, Amalgamation, and Compulsory Share Acquisition in Takeover and Share Buy-Back
    This link will open in a new window Part 19 Investigations and Enquiries
    This link will open in a new window Part 20 Miscellaneous
    
    

  • This link will open in a new windowCompanies Bill - Consultation Draft of Parts 1, 3-9, 13 & 19-20 (PDF format) 
    
    or download by part (PDF format)
    This link will open in a new window Part 1 Preliminary
    This link will open in a new window Part 3 Company Formation and Related Matters, and Re-registration of Company
    This link will open in a new window Part 4 Share Capital
    This link will open in a new window Part 5 Transactions in Relation to Share Capital
    This link will open in a new window Part 6 Distribution of Profits and Assets
    This link will open in a new window Part 7 Debentures
    This link will open in a new window Part 8 Registration of Charges
    This link will open in a new window Part 9 Accounts and Audit
    This link will open in a new window Part 13 Arrangements, Amalgamation, and Compulsory Share Acquisition in Takeover and Share Buy-Back
    This link will open in a new window Part 19 Investigations and Enquiries
    This link will open in a new window Part 20 Miscellaneous
    
    
  • Reply form (This link will open in a new windowPDF format / This link will open in a new window Word format)
    
    
• First Phase Consultation of the draft Companies Bill (issued on 17 December 2009) 
  
  • This link will open in a new windowFull Consultation Paper (PDF format)
    
    or download by chapter (PDF format)
    This link will open in a new window Executive Summary
    This link will open in a new window Chapter 1 Introduction
    This link will open in a new window Chapter 2 Enhancing Corporate Governance
    This link will open in a new window Chapter 3 Ensuring Better Regulation
    This link will open in a new window Chapter 4 Business Facilitation
    This link will open in a new window Chapter 5 Modernising The Law 
    This link will open in a new window Chapter 6 “Headcount” Test for Approving a Scheme of Compromise or Arrangement
    This link will open in a new window Chapter 7 Disclosure of Directors’ Residential Addresses and Identification Numbers of Directors and Company Secretaries
    This link will open in a new window Chapter 8 Regulating Directors’ Fair Dealings of Private Companies Associated with a Listed or Public Company 
    This link will open in a new window Chapter 9 Common Law Derivative Action
    This link will open in a new window List of Questions for Consultation
    This link will open in a new window Appendix 1 Framework of Draft Companies Bill
    This link will open in a new window Appendix 2 Scheme of Compromise or Arrangement – Thresholds Under the Companies Ordinance and Takeovers Code
    
    Explanatory Notes on the Draft Parts
    

    This link will open in a new window Part 1 Preliminary
    This link will open in a new window Part 2 Registrar of Companies and Register
    This link will open in a new window Part 10 Directors and Secretaries
    This link will open in a new window Part 11 Fair Dealing by Directors
    This link will open in a new window Part 12 Company Administration and Procedure
    This link will open in a new window Part 14 Remedies for Protection of Companies’ or Members’ Interests
    This link will open in a new window Part 15 Dissolution by Striking Off or Deregistration
    This link will open in a new window Part 16 Non-Hong Kong Companies
    This link will open in a new window Part 17 Companies not Formed, but Registrable, under this Ordinance
    This link will open in a new window Part 18 Communications To and By Companies
    
    

  • This link will open in a new windowCompanies Bill - Consultation Draft of Parts 1,2, 10-12 & 14-18 (PDF format) 
    
    or download by part (PDF format)
    This link will open in a new window Part 1 Preliminary
    This link will open in a new window Part 2 Registrar of Companies and Register
    This link will open in a new window Part 10 Directors and Secretaries
    This link will open in a new window Part 11 Fair Dealing by Directors
    This link will open in a new window Part 12 Company Administration and Procedure
    This link will open in a new window Part 14 Remedies for Protection of Companies’ or Members’ Interests
    This link will open in a new window Part 15 Dissolution by Striking Off or Deregistration
    This link will open in a new window Part 16 Non-Hong Kong Companies
    This link will open in a new window Part 17 Companies not Formed, but Registrable, under this Ordinance
    This link will open in a new window Part 18 Communications To and By Companies
    
    
  • Reply form (This link will open in a new windowPDF Format / This link will open in a new window Word Format)