CPD/CPT Course:
The New Companies
Ordinance (Cap.622)
and the Specified Forms:
Questions From
a Company Secretary

Belinda Wong is the author of Hong Kong Company Secretary Checklist and Hong Kong Company Secretary’s Practice Manual published by CCH Hong Kong, a Wolters Kluwer business and has written a number of articles which had been published in overseas newspapers and portals.

Currently Director of Leader Corporate Services Limited, having previously worked at big audit and larger international law firms namely, Ernst & Young, PricewaterhouseCoopers, DLA Piper Hong Kong, and King and Wood, Hong Kong for more than 25 years.  Having extensive experience in serving local, multi-national, non-profit and listed companies, Belinda Wong is an expert in dealing with all types of company secretarial work including corporate restructuring, merger and acquisitions, business transfer, etc.  She also provides pro bon services to charities.

Fellow Member of the Hong Kong Institute of Directors, Associate Member of the Hong Kong Institute of Chartered Secretaries as well as the Hong Kong Securities and Investment Institute.  Holder of a Master Degree in Business Administration (University of Strathclyde, UK) and a Bachelor Degree in Social Sciences (Chinese University of Hong Kong).

This is not an introduction to the New Companies Ordinance, please refer to An Overview of the Companies Ordinance (Cap.622) 2017 for an introduction to the New Companies Ordinance.

Belinda Wong will discuss the questions on some of the sections of the Companies Ordinance and some specified forms with a view to raising awareness of the issues involved and will also propose ways to handle some of the issues.

• What legal regime we are in
1. In respect of passing a members’ resolution for reporting exemption, why a special notice is required to be issued by a member to the company
2. Division 2 Part 4 permits the issue of partly paid shares, why model articles for private companies limited by shares (Cap.622H) only allow the issue of fully paid shares
3. Why is the new concept of ‘potential member’ necessary
4. What may happen when an alternate director appointed by a director is removed by his/her fellow directors
• What types of companies are we getting
1. What are the differences between limited company and unlimited company
2. How is s.359(3) feasible in view of the definition of a ‘company limited by guarantee’
3. Should companies limited by guarantee be used for ‘for-profit business’ purpose as change of membership does not incur stamp duty payment
4. Charity vs. social enterprise
• Meeting and voting
1. Why members have to be notified of the passing of a resolution when it is not yet effective under the law
2. Why it seems there are more than one vote counting systems in the Companies Ordinance
3. Is a signature to a written resolution of members being equivalent to voting ‘by a show of hands’ or by ‘poll’
• Amalgamation
• Specified forms
1. Can the Registrar of Companies design a specified form conferring signing authority to persons not specified in the Companies Ordinance
2. Who can be appointed as company secretary in accordance with the specified forms and under the Companies Ordinance
3. Solvency statement