Quick Read

As explained in our previous Legal Update "New Companies Ordinance Expected to Take Effect in 2014", the new Companies Ordinance (CO) was gazetted on 10 August 2012 and is expected to take effect in 2014. For the purpose of facilitating the implementation of the new CO, 12 pieces of subsidiary legislation are required to be legislated to provide for administrative, technical and procedural matters.

The consultation on the 12 pieces of subsidiary legislation is conducted in two phases. The Government launched the Phase One consultation on seven pieces of subsidiary legislation on 28 September 2012 and the consultation ended on 9 November 2012. Please refer to our previous Legal Update "The Government Consults on Subsidiary Legislation for Implementation of the new Companies Ordinance – Phase One" for details of the Phase One consultation.

Closely following the Phase One consultation, the Phase Two consultation was launched on 2 November 2012 on the following five pieces of subsidiary legislation:

  • Companies (Trading Disclosures) Regulation
  • Companies (Revision of Financial Statements and Reports) Regulation
  • Companies (Disclosure of Information about Benefits of Directors) Regulation
  • Companies (Residential Addresses and Identification Numbers) Regulation
  • Companies (Unfair Prejudice Proceedings) Rules

All comments in response to the "Subsidiary Legislation for Implementation of the new Companies Ordinance – Phase Two Consultation Document" (Consultation Paper) should be submitted on or before 14 December 2012

An Overview of The Subsidiary Legislation

Please see below a brief comparison of the existing CO regime and the new CO regime in relation to the matters contained in the five pieces of subsidiary legislation under the Phase Two consultation:

Click here to view table.

Way Forward

The Government aims to complete the entire legislative process by July 2013. Upon completion of the necessary procedures, the new CO together with the subsidiary legislation will be brought into operation, tentatively in 2014.

We will closely monitor the latest developments of the new CO and its subsidiary legislation from time to time and will issue updates as and when appropriate. In the meantime, please do not hesitate to contact us if you require any advice or further information.

You may download copies of the Consultation Paper via the link below:

http://www.cr.gov.hk/en/publications/consultation20121102.htm