Please get your password and download the update program posted at:

Transcription

1 T he Companies (Amendment) (No. 2) Ordinance 2018 will be put into effective on 1. Upon clarification of the provisions of the Companies Ordinance, the locations of the directors meeting minutes / written resolutions ( Copies of Resolutions ) are also required to report in Form NR2 if they are not kept at the registered office. Consequently, the literal description of this reporting item on Form NR2 as well as Point 14 Company Records on Form NAR1 is updated. Other important updates include the enhancement of related Jobs and Registers to handle more complicated changes of share certificates; adding a filter function for searching records in the picklist, and adding the Client Diligence Inspection date to the Due Date Alarm function. Please also pay attention to related CR s announcements. If you meet the requirements of filing the new NR2, please refer to section 1 C&D of this update notice to generate a checklist of the current locations of Copies of Resolutions, and to batchproduce the new Form NR2. DOWNLOAD AND UPDATE Program Update Please get your password and download the update program posted at: A detailed guideline Procedure of Execution posted at: CONTENTS DOWNLOAD AND UPDATE... 1 CONTENTS... 1 MAJOR UPDATES UPDATES ON FORM NR2 AND NAR A. When you need to submit the new NR2?... 3 B. Form NR2 Notice of Location of Registers and Company Records... 3 C. Form NAR1 Annual Return... 3 D. Checklist of Location of Copies of Resolution... 3 E. Batch Production of Form NR ENHANCEMENTS ON CHANGES OF SHARE CERTIFICATES... 8 A. Issue and Cancellation of Share Certificate... 8 B. Consideration stated in Register and Share Certificate C. Amendments on Share Certificate after Job Posting D. Applicable Jobs: Copyright P & L Associates, Hong Kong. All rights reserved. Page 1 of 19

2 3. REGISTERS A. Date of Generation of Registers B. Place of Incorporation C. Register of Members for Cayman Islands FILTER FUNCTION IN PICKLIST CUSTOMER DUE DILIGENCE INSPECTION DATE AND ALERT A. CDD Data in Entity Master File B. CDD Next Inspection Date in Due Date Alarm C. CDD Data in Checklist NEW CAPACITIES FOR CAYMAN COMPANY REGISTER OF TRANSFERS CHANGE OF AUDITOR A. Notice of Resolution for Change of Auditor B. New sections in Board and EGM Minutes / Resolutions Copyright P & L Associates, Hong Kong. All rights reserved. Page 2 of 19

3 MAJOR UPDATES 1. Updates on Form NR2 and NAR1 A. When you need to submit the new NR2? 1. Your client changes any location of registers and company records and the effective day is after 1 February, 2019; or 2. Your clients meet the requirements to file the new NR2 for the locations of directors meeting minutes / resolutions within 15 days from 1 February, B. Form NR2 Notice of Location of Registers and Company Records The description of the Copies of Resolutions is revised in the new version 1/2019 of Form NR2 as Copies of Resolutions of Directors or Members, Minutes of Proceedings of Directors Meetings or General Meetings and Written Records of Decisions of Sole Director or Member. C. Form NAR1 Annual Return There is no change on the form itself. However, a new description will be generated for point 14 Company Records if the Copies of Resolutions are not kept at the registered office. D. Checklist of Location of Copies of Resolution To print a checklist of Clients that their Copies of Resolutions are NOT kept at the registered office: Copyright P & L Associates, Hong Kong. All rights reserved. Page 3 of 19

4 1) Click Checklist on the Tool-bar 2) Select Client Leading and 1. Client Master File 3) A, B, C are the columns in an Excel file. Select (highlight) a column, say I as in the following example, and then click [ Select Data ] 4) Select Copies of Resolutions (Address) to ADD it to the above selected column 5) Under Condition, select: Jurisdiction: Hong Kong Status: Operating and Deregistration Applied (if any) 6) Click [ Print ] to generate an Excel report. It gives you the addresses of the Copies of Resolutions that are not kept at registered office. (Clients having their Copies of Resolutions keeping at the R/O will not be included in this report.) Copyright P & L Associates, Hong Kong. All rights reserved. Page 4 of 19

5 E. Batch Production of Form NR2 To batch produce Form NR2 to file for those Clients that their Copies of Resolutions are not kept at registered office upon the effective day of the Amendment Ordinance: 1) Select { Job > Mass Production > Change of Location of Registers } 2) Click [ New ] to create a new job 3) Under Register, highlight Copies of Resolutions 4) Under Change to, select Existing Location, i.e. to report the existing location entered in the Register tab of Client Master File 5) Click [ Save ] 6) Highlight your new job, click [ Print ] Copyright P & L Associates, Hong Kong. All rights reserved. Page 5 of 19

6 7) Click [ Select > ] 8) Under Jurisdiction, select Hong Kong 9) Under Kept at R/O, select No 10) Click [ Save ] 11) Then the records listed on right side are the clients whose resolutions are not kept at the registered office 12) Select Presentor and Signer on the left side, then click [ Print ] to generate Form NR2 Copyright P & L Associates, Hong Kong. All rights reserved. Page 6 of 19

7 13) Select Mass Job Posting to post the job. Since this mass production of job is for reporting the existing location of directors meeting minutes / resolutions to CR, there is nothing to update in the master files. Posting is for updating the status of job. Copyright P & L Associates, Hong Kong. All rights reserved. Page 7 of 19

8 2. Enhancements on Changes of Share Certificates A. Issue and Cancellation of Share Certificate Case 1: Transfer of Shares Member A has 1,000 shares. He transfers 500 shares to Member B. He cancels his original share certificate and then issue a new one for the remaining shares. No. of Shares Distinctive No. Member A Transfer out Share Certificate Cancel #01 1, Issue # Member B has already 400 shares on hands. He wants to combine these existing shares with the newly bought 500 shares from Member A into one single share certificate. No. of Shares Distinctive No. Member B Transfer In Share Certificate Cancel # Issue # , Data Entry: 1. Enter the basic information of the Transfer (as usual): Member A transfers 500 Ordinary shares to Member B. Distinctive No. of shares transferred to B is Consideration paid by B is HKD500. Copyright P & L Associates, Hong Kong. All rights reserved. Page 8 of 19

9 2. Make changes on the Transferor s Share Certificates: (1) Click beside Share Cert. & Register under Transfer From (i.e. Member A) (2) Under Share Certificate to cancel, select Cert. No. 01 to cancel (3) Under Share Certificate to issue, enter the following information for the new certificate: Cert. No. : 03 No. of shares : 500 Distinctive No. : Make changes on the Transferee s Share Certificates: (1) Click beside Share Cert. & Register under Transfer To (i.e. Member B) (2) Under Share Certificate to cancel, select Cert. No. 02 to cancel (3) Under Share Certificate to issue, enter the following information for the new certificate: Cert. No. : 04 No. of shares : 900 Distinctive No. : Copyright P & L Associates, Hong Kong. All rights reserved. Page 9 of 19

10 (4) Records in Share Certificate Management Master File after Job Posting After Job Posting, go to Share Certificate Management Master File to inspect the changes. New certificates and old certificates should all be updated. These changes will also be shown on related registers. Case 2: Allotment of New Shares Member A is currently holding 1 share in a company. The company now allots additional 999 shares to him. He wants to combine all shares into one share certificate. No. of Shares Distinctive No. Member A Allot Share Certificate Cancel # Issue # Data Entry: 1. Basic information of the allotment After entering the basic information of the allotment, edit the allottee to enter: Allot 999 shares to Member A. Distinctive No. of shares allotted to A is Copyright P & L Associates, Hong Kong. All rights reserved. Page 10 of 19

11 2. Make changes on the Allotee s Share Certificates (1) Click beside Share Cert. & Register (2) Under Share Certificate to cancel, select Cert. No. 01 to cancel (3) Under Share Certificate to issue, enter the following new information: Cert. No. : 02 No. of shares : 1000 Distinctive No. : Records in Share Certificate Management Master File after job posting Share Certificate Management Master File is updated and so on the registers. Copyright P & L Associates, Hong Kong. All rights reserved. Page 11 of 19

12 B. Consideration stated in Register and Share Certificate Consideration in Jobs The consideration that you entered in a Job (e.g. transfer of shares or allotment) is the amount paid by a Member. It will be stated in documents and registers. You can enter a detailed description for the consideration, especially for a consideration that was not paid in cash. For example, a description of the non-cash consideration paid for an allotment: Consideration printed on the Register of Members: Consideration on Share Certificates Some jurisdictions (e.g. BVI) require the consideration to be stated on the share certificate. You can specify such description under the Share Cert. & Register section: Copyright P & L Associates, Hong Kong. All rights reserved. Page 12 of 19

13 Your description will be printed on the share certificate: C. Amendments on Share Certificate after Job Posting Normally if you want to amend the data about a Job after Posting, you have to unpost the job and re-post it after making changes. But for the share certificates, the treatment is somewhat special. If you want to amend the information of share certificates after Posting, you DO NOT need to Un-post the Job. You can simply go to the Share Certificate Management Master File to edit the changes. D. Applicable Jobs: Besides Transfer and Allotment, these new features also apply to other Jobs that involve issuing and cancellation of share certificate, such as company formation, redemption or buyback, change of share capital, reclassification of shares and re-issue share certificate. Copyright P & L Associates, Hong Kong. All rights reserved. Page 13 of 19

14 3. Registers A. Date of Generation of Registers To make it clear that the date as appeared in the footer of a register is the date of generation of the document, and not any cut-off date of changes, it is thereby changed from As of [date] to Printed on [date]. B. Place of Incorporation Jurisdiction is changed to Place of Incorporation. C. Register of Members for Cayman Islands Two new versions (# 7 & 8) of Register of Members for Cayman Islands are added 4. Filter Function in Picklist Previously, if you want to find the name, say, Chan Tai Man from the Entity picklist, you have to search the characters in the name from left to right. When you search for the word Chan, CSA highlights the first record in the name column started with surname Chan. With the filter function, you can now search any word even in the middle of the name. Copyright P & L Associates, Hong Kong. All rights reserved. Page 14 of 19

15 (1) Check the box the Filter to enable the function (2) Click the column of data you want to search, e.g. Name (3) In Search for, enter the word you want to find, such as Tai as in Chan Tai Man (4) CSA filters out the records having the word Tai in Name Similarly, you can find a record with certain words in the address, for example, the addresses in Central. You may also find the record by listing them in ascending or descending order. The or arrows in the title is for changing the listing order of the column. Copyright P & L Associates, Hong Kong. All rights reserved. Page 15 of 19

16 5. Customer Due Diligence Inspection Date and Alert Although CSA only handles the requirements of Companies Ordinance (Cap. 622), we have received a number of requests of assisting CSA users to fulfil the Client Due Diligence ( CDD ) requirements imposed by Securities and Futures Ordinance (Cap. 571). We have added the inspection dates in the Entity Master Files in the Entity Master File, so that you can include this inspection date in the Due Date Alarm. You can also print checklist of the inspection dates and risk level to keep track of your clients CDD records. A. CDD Data in Entity Master File The fields in the Entity Master File is re-organised. A new section Client Due Diligence is added to individual Entity (i.e. natural person). It contains the last inspection date, next inspection date, risk level and remarks. B. CDD Next Inspection Date in Due Date Alarm To add the CDD Next Inspection Date to Due Date Alarm, click [ System ] to select it. Copyright P & L Associates, Hong Kong. All rights reserved. Page 16 of 19

17 If you have the Administrator s right, you may add the CDD Next Inspection Date to the Due Date Alarm for all CSA users in Common System Settings. Select { System > Administration > Common System Settings > Alarm }. Under Items to Monitor, select CDD Next Inspection. C. CDD Data in Checklist You can print the CDD data in Checklist, such as in the 1. Entity Master File checklist. By searching for CDD in [Select Data], you will find the four CDD related data. Copyright P & L Associates, Hong Kong. All rights reserved. Page 17 of 19

18 6. New Capacities for Cayman Company The following three capacities are added for Cayman companies in Capacity Master File. Anti-Money Laundering Compliance Officer (AMLCO) Money Laundering Reporting Office (MLRO) Deputy Money Launder Report Officer (DMLRO) 7. Register of Transfers Issuing and cancellation of share certificate are added to both transferors and transferees. 8. Change of Auditor A. Notice of Resolution for Change of Auditor Notice of Resolution for Change of Auditor is added to the document list when the change involves removal and/or appointment of auditors. Copyright P & L Associates, Hong Kong. All rights reserved. Page 18 of 19

19 B. New sections in Board and EGM Minutes / Resolutions The sections are added to Board and EGM minutes and resolutions to handle different changes of auditors. If you have customized the minutes, you may revise your format files. These new sections can be found in the standard formal files. In BOARD_C-1.MIE and EGM_C-1.MIE : 1) Appoint auditor [BEGIN_APPOINT_AUDITOR] [END_APPOINT_AUDITOR] 2) Auditor resigns [BEGIN_RESIGN_AUDITOR] [BEGIN_RESIGN_AUDITOR] 3) Remove auditor [BEGIN_REMOVE_AUDITOR] [END_REMOVE_AUDITOR] 4) Remove and appoint auditors at the same time [Begin_Appoint_Remove_Auditor] [End_Appoint_Remove_Auditor] 5) Auditor resigns and appoint a new one at the same time [Begin_Appoint_Resign_Auditor] [End_Appoint_Resign_Auditor] In FIRST_C-1.MIE : [BEGIN_APPOINT_AUDITOR] [END_APPOINT_AUDITOR] is replaced by [BEGIN_FIRST_AUDITOR] [END_FIRST_AUDITOR] ~ END ~ Copyright P & L Associates, Hong Kong. All rights reserved. Page 19 of 19