On 17 June 2019, the Companies Registry announced that the Non-Hong Kong Companies (Disclosure of Company Name, Place of Incorporation and Members’ Limited Liability) Regulation (the “Regulation”) will come into effect on 1 August 2019.
The main objective of the amended Regulation is to align the disclosure obligations of non-Hong Kong companies with those of Hong Kong companies. Below is a summary of the changes made under the Regulation:
| Name and place of incorporation | A non-Hong Kong company must display continuously its name and its place of incorporation (the “Prescribed Information”) in legible characters at every place of business of the company and the name and the place of incorporation must be so positioned that they may be easily seen by any visitor to the place of business. If a location is a place of business of more than 6 non-Hong Kong companies, and any of the companies displays the Prescribed Information through an electronic device, such Prescribed Information must be – (a) displayed for at least 15 continuous seconds at least once in every 4 minutes; or (b) displayed within 4 minutes after a request for the display is made through the electronic device. |
| Communication Document and Transaction Instrument | A non-Hong Kong company is required to state in legible characters the Prescribed Information in every communication document such as business letterhead, notice or official publication (“Communication Document”) and transaction instruments such as contract, deed, bill of exchange, promissory note, cheque, consignment note, invoice, receipt or letter of credit (“Transaction Instrument”) of the non-Hong Kong company. |
| Liability of the members of a non-Hong Kong company | If the liability of the members of a non-Hong Kong company is limited, such fact must be – (a) conspicuously exhibit in a notice at all its place of business; and (b) state in legible characters in every Communication Document and Transaction Instrument |
| A non-Hong Kong company in liquidation | A non-Hong Kong company in liquidation must, in every advertisement of the company in Hong Kong state – (a) the Prescribed Information; and (b) where applicable, that the liability of its members is limited in legible characters. When displaying or stating the name of the non-Hong Kong company in liquidation, it must – (a) if its name is in a language other than Chinese, add “(in liquidation)” after the name; (b) if its name is in Chinese, add “(正進行清盤)” after the name; or (c) if its name is in Chinese and in a language other than Chinese, add “(正進行清盤)” after the name in Chinese; and add “(in liquidation)” after the name in that other language. |
| Consequences of breach | If a non-Hong Kong company contravenes the relevant requirements of the Regulation, the company, every responsible person and every agent who authorizes or permits the contravention, commit an offence. |
We have taken all necessary steps to change the display of the company name for those clients using our address as a place of business under the Regulation. Clients are reminded to update their letterhead and to state the name of their company in accordance with the Regulation in all Communication Documents and Transaction Instruments.
For details of the Regulation, please click here.
We are ready to assist clients in understanding this new Regulation, the client’s obligations and in implementing changes that may be required. If you have any enquiries, please contact Mr. Basil Hwang (basilhwang@hauzen.hk / +852 3798 3288) or Ms. Emma Tsang (emmatsang@hauzen.hk +852 3798 3290).