Hong Kong Corporate Law November 2004 Suggested Answers
|
|
- Abigayle Walters
- 5 years ago
- Views:
Transcription
1 Hong Kong Corporate Law November 2004 Suggested Answers Section A a. All registered companies are bound to compile accounts (s 121) to have their accounts audited (s 141) and to file an annual return at Companies Registry (s 107). The additional requirement applying to a public company is that its accounts must be filed along with its annual return (s 109(3)). For these purposes accounts include the balance sheet which was laid before the company at its AGM, and documents required to be attached to the balance sheet the profit ad loss account, a copies of the auditors report and the directors report. b. The Securities and Futures Ordinance Part XV requires directors and chief executives of listed companies to disclose their interests and dealings in shares, short positions and in debentures. There is no notifiable percentage before disclosure is required and all interests and dealings must be notified to the listed company concerned and to the SEHK. This duty of disclosure extends beyond their own interests to the interests of their families. Directors are taken to be interested in the shares, short positions and debentures in which their spouse or child under 18 years of age is interested (except if the spouse or child is a director is their own right). c. Every registered company is required to have a company secretary and, except in the case of a private company having one director, the company secretary may also be one of the directors (s 154). Thus, Bob s appointment as both director and company secretary is valid. The Companies Ordinance does however impose one limitation on this dual role; if the company s own articles, or any other provision, authorizes or requires a thing to be done by or to a company secretary and a director, it is not satisfied by the same person acting in both capacities (s 154B). d. The Companies Ordinance does not specify qualifications for holding the office of company secretary. However, in the case of a listed company, the Stock Exchange requires him to be qualified as an accountant, lawyer, chartered secretary, or to have some other equivalent qualification or experience indicating that he is capable of discharging the functions of a company secretary. Whether Bob will be able to continue therefore depends on the qualifications and experience. e. The Companies Ordinance (s 40) provides that a person who is a director of the company at the time it issues a prospectus is liable to compensate a person who subscribes for any shares on the faith of the prospectus and suffers loss by reason of that statement. Thus directors may be personally liable to pay compensation to a subscriber. But the CO also provides a number of defences; for example if a person having consented to become a director withdraws his consent before the prospectus is issued and it is issued without his authority or consent, or he had reasonable grounds to believe, and did up to the time of allotment believe that the statement was true. 1
2 f. Where a prospectus includes a statement which purports to be made by an expert, it cannot be issued unless he had given his written consent to the statement s issue in the form and content in which it appears in the prospectus (s 38C). A person who has given his consent in accordance with this provision is only liable in respect of any untrue statement purporting to be made by him as an expert. He is not otherwise regarded as a person who authorised the issue of the prospectus. g. There are no specific requirements in either the Companies, or Table A for calling a meeting of a company s board of directors. Table A, reg 100 provides that a director may summon a meeting of the directors, that the company secretary must do so on the requisition of a director, and that it is not necessary to give notice to any director who is absent from Hong Kong. In deciding whether notice of such a meeting is sufficient the court will have regard to all the relevant circumstances, including whether notice has been given sufficiently early to enable a director to attend: Broadview Commodities Pte Ltd v Broadview Finance Ltd (1983). If short notice is given with the intention of excluding certain person from attending it will be invalid: Yick Hok Wing v Chan Yook Ming (1997). h. If a provision in a company s articles provides for calling an AGM by less than 21 days notice, such a provision is void (s 114). Thus a minimum of 21 days notice is required for calling an AGM. In calculating the 21 day period the day of posting, the day of deemed receipt and the day of the meeting itself are excluded: SFC v Stock Exchange of Hong Kong Ltd (1992). Where a notice is sent by post it is deemed to be effected by property addressing prepaying and posting a letter containing the notice, and to come into effect 48 hours after posting, Table A, reg 135. An AGM may be called by less than 21 days notice if agreed by all members entitled to attend and vote at the meeting (s 114(3)). i. In respect of sending out notice of its AGM, besides the agenda, explanation of the purpose of the resolutions proposed to be passed at the meeting and of relevant material interest of directors in so far as the resolution affect those interests differently from the interest of other members (s 155B), the company is required to send the accounts balance sheet, profit and loss account, director s report ad auditors report to all person entitled to receive the notice. Consideration of the accounts is part of the ordinary business of the AGM (s 129G). In the case of a listed company, the person who are entitled under to receive copies of the accounts under s 129G now have the option of receiving a summary financial report (s 141CA). The notice should also include a statement that a member entitled to attend and vote is entitled to appoint a proxy and include a form / instrument for so doing. j. If WAX Ltd AGM is not quorate, Table A, reg 55 provides that no business can be conducted. A quorum of members must be present when the meeting proceeds to business and continue to be present until the conclusion of the meeting. If within half an hour of the time appointed for the meeting a quorum is not present the meeting will stand adjourned to the same day, time and place in the next week (or otherwise as the directors may determine). If at the adjourned meeting a quorum is also not present within half an hour of the time appointed for the meeting, the members present will be a quorum, Table A reg 56. 2
3 Section B Question 2 (a) Presently Paul is carrying on business as a sole trader. Given the size of his business and the fact that he wants to expand he should register as a company limited by shares as a means to separate his personal wealth from the business. As a sole trader, if the business is sued for a sum which is greater than the value of the business assets then the party suing may look to Paul s personal assets to recover his entitlement. Paul could face bankruptcy if these combined assets are insufficient. If Paul forms a company limited by shares, then even if the company is would up and is unable to pay its debts, He and any other members will not be liable for those debts. Their liability is limited to the nominal value of their shares; if they have paid for their shares there will no further liability. The Companies (Amendment) Ordinance 2003, which came into effect in February 2004, permits the formation of a one person company. Prior to this date, if Paul had incorporated he would have needed to allot at least one share to some other person. Given that a company may now be formed by one or more persons, for any lawful purpose, Paul s desire to have total ownership and the advantages of limited liability Paul should be advised to register his business as a company limited by shares and to be the company s sole member. The Companies (Amendment) Ordinance 2003 also permits a private company having one director. Paul s desire to have total control can thus be realized but the Companies Ordinance does require a sole director to provide the company with a written record of the decisions that he makes which would otherwise have been made in a meeting of directors, within 7 days. The record must be kept in a book for that purpose in the same way as minutes of proceedings of directors meetings (s 153C). (b) The issue of shares, whether they are voting or non voting, will serve to grant membership / a shareholding of the company. But, the issue of non voting shares will ensure that Paul retains total control. The issue of shares to employees will not affect the status of the company, it will be a private company whatever the number of employees or former employees who are shareholders they are excluded for the purposes of the restrictions applying to private companies imposed by s 29. (c) A registered company is required to have a common seal that is a metallic seal on which its name is engraved in legible characters (s 93). Table A, reg 114 provides that every instrument to which the seal shall be affixed shall be signed by a director and by the secretary or by a second director or by some other person appointed by the directors for that purpose. The extent to which a company uses its common seal, and the procedures to be followed in so doing are, for the most part, matter for each company to determine. The Companies Ordinance provides only that if the law requires a contract between individuals to be in writing and under seal (ie a deed) it may be made on a company s behalf in writing under the common seal of the company (s 32). The Conveyancing and Property Ordinance, s 20, provides that in respect of conveyancing documents, a 3
4 deed which purports to bear the company s seal, affixed in the presence and attested either by the company secretary and a member of its board of directors, or by two members of the board of directors, is deemed to have been duly sealed. A company may also have a seal dedicated for sealing share certificates and other securities (s 73). In practice such seals are used by private companies but in the case of a public company which is listed, sealing securities would be unworkable. Question 3 (a) The content and effect of the capital clause: this clause of the memorandum must specify the total amount of capital that the company may raise by the issue of shares, ie its authorized capita, the division of that capital and the nominal value of each share. There is no provision requiring the amount to be in Hong Kong dollars. The memorandum does not usually include details as to the rights of different classes of shares class rights are usually set out in the articles or the terms of issuing the shares as determined by the directors or the shareholders. If they are stated in the memorandum this will affect the power to vary such rights (see part (b)). (b) Variation of the nominal value of the shares will certainly vary depending on whether or not the shares have been issued. Unissued share capital can be altered in accordance with s 53-55: if authorised by its articles the company may by ordinary resolution increase its authorised share capital, consolidate or divide all or any of its shares into shares of a larger nominal value, convert its fully paid shares into stock, subdivide its shares into shares of a smaller nominal value or cancel shares which have not been taken or agreed to be taken. Thus, if the company states a certain nominal value in its original memorandum it would subsequently be possible to vary that amount by consolidating or subdividing the nominal value but this provision does not apply to shares which have already been issued and does not facilitate the creation of a new class of share capital. Issued share capital can only be varied in accordance with ss 63A-64. If the terms of issuing the shares specify how their rights may be varied, such a provision must be complied with. Where there is no such provision, the method of variation depends on where the class rights are laid down. If the terms of issue are specified in the memorandum, the rights may be varied if all members of the company agree. If the terms of issue are specified in the articles or in a contract, the articles are deemed to contain a provision that the rights may be varies with the written consent of the holders of 75 per cent in nominal value of the issued shares of the class, or with the sanction of a special resolution passed at a separate class meeting. Where a variation is approved by a proportion of shareholders or the passing of a resolution, the holders of not less than 10 per cent in nominal value of the issued share of the class may apply to the court to have the variation cancelled. The variation can then have effect only if confirmed by the court. 4
5 Question 4 The Companies Ordinance lays down certain restrictions on the person who may be appointed as directors of companies. There is a minimum age requirement 18 years of age (s 157C), and a person who is an undischarged bankrupt may only act as a director with the leave of the court by which he was adjudicated bankrupt (s 156). If the company s articles require a director to hold a specified share qualification, it is his duty if not already qualified to qualify within 2 months after his appointment or a shorter time if specified by the articles (s 155). If the director does not obtain the qualification in accordance with the articles or s 155, the office of director is vacated and the person concerned may only be reappointed if he has obtained the share qualification. He is also liable to be fined for each day on which it is proved that he acted as a director and was unqualified. The company s own articles may also restrict the persons who can be appointed as a director. The grounds for disqualification contained in Table A, reg 90 which are additional to those described above are: Becomes of unsound mind Becomes bankrupt or makes any arrangement with his creditors Resigns from office in accordance s 157D, or Has been absent for more than 6 months from meetings of the directors held during that period without the permission of the directors. The company s articles may include other or different grounds for disqualification. The company may also alter its articles and thus change or vary the grounds. The court may disqualify a person from acting as a director. Part IVA of the Companies Ordinance provides four principle grounds on which the court may make such an order: Conviction of an indictable offence in connection with the promotion, formation, management, receivership or liquidation of a company or any other indictable offence which involves a finding that he acted fraudulently or dishonestly (s 168E) Persistent default in relation to provision of the Companies Ordinance requiring any return, account or other document to be delivered to the Registrar (s 168F). three or more convictions for such default in the previous 5 years will be deemed persistent default Fraud if in the course of winding up it appears that any officer of the company, the liquidator or a receiver has been guilty of fraud in relation to the company, or if it appears that he has been guilty of fraudulent trading under s 275 even if he has not been convicted (s 168G) Unfitness the court is required to consider the conduct of any person who has been or is a director of a company which at any time has become insolvent, to determine whether his conduct makes him unfit to be concerned in the management of a company. The court may consider his conduct in relation to that company alone or together with his conduct of as a director of any other company (s 168H). A company is insolvent for the purposes of this provision if it goes into liquidation when its assets are insufficient for the payment of its debts or a receiver is appointed. 5
6 Schedule 15 provides matters for determining the unfitness of directors; they include breach of fiduciary duty or other duty in relation to the company, misapplication or retention of the company s money or other property, failure to account for the company s money or property, failure to comply with the requirements of the Companies Ordinance with regard to keeping registers and making and filing an annual return. Question 5 As a general rule a company may not purchase or subscribe for its own shares: Trevor v Whitworth (1887). Section 58(1A) reinforces this principle a company may however purchase its own shares in accordance with ss 49B-S. Section 49B provides that, if authorised by its articles, a company may buy back its own shares provided it does not result in the company s capital comprising only redeemeable shares. The following rules must also be followed: - the shares must be fully paid, - the buyback must generally be financed out of distributable profits or the proceeds of a new issue of shares - the shares bought back must be cancelled - the company s issued share capital will be reduced by the nominal value of the shares which are bought, and - the buy back does not reduce the company s authorised capital; the company has power to issue shares up to the nominal value of the shares bought back. There are however specific requirements for listed companies. A listed company may purchase its own shares under a general offer, on the SEHK or otherwise. A general offer is an offer to all members to a company or all members holding shares of a certain class on terms which are the same for all those members. It appears from that question that such an offer is not being proposed the buying back of shares as a means to stimulate interest in the shares is a buy back of a limited number of shares on the stock market. A market purchase requires the approval of the company in general meeting and notice of the terms of the proposed purchase must be sent to members with notice of the relevant meeting. Such authorisation will remain valid until the company s next AGM, when it may be extended until the date of the next AGM. If the company proposes to buyback by any other means, for example to buy back from a particular shareholder, then a special resolution is required. If the company buys back the shares out of profits there will be a reduction of the company s issued share capital. To make good the reduction an amount by which the company s issued share capital is reduced must be transferred to the capital redemption reserve. This reserve maintains the company s share capital and is treated as paid up share capital. A public placing is an invitation made to the general public through placing agents / brokers of the SEHK. The placing agents will sell the shares to clients at the issue price plus brokerage commission of x per cent. The shares are not allotted to the placing agent; he acts purely as an agent for the company and is not committed to taking up all the shares. 6
7 As a general rule the company will need to prepare a prospectus whenever it offers its shares to the public. Thus a public placing, as distinct from a direct offer from the company to the public, will not avoid the prospectus requirements of the Companies Ordinance (s 38 and Schedule 3). However, certain exemptions apply, for example, if the prospectus offers shares to professional investors the 3 rd Schedule requirements and the requirement to produce the prospectus in both English and Chinese do not apply the prospectus must still be registered in accordance with s 38D but this exemption substantially reduces the costs of the placing. Question 6 (a) Receivership occurs when a company has failed to repay a secured loan in accordance with the terms of the loan agreement. The secured creditor may then exercise his rights under the security and appoint a receiver. His function is essentially, to sell (realise) the assets which comprise the security, to distribute the proceeds of sale to the creditor in satisfaction of the balance of the loan. Any surplus or unrealised assets will be returned to the company. The company may then continue with its business. Thus when the receiver appointed by the Bank has realized the Bank s security and paid the Bank the amount it is owed the company will then be able to proceed with its business and it will no longer be in receivership. (b) XZi Ltd may petition for a winding up order on the grounds that AB Co Ltd is unable to pay its debts (s 177). The amount owed must be $10,000 or more and the section requires that a demand is made to the company for payment. If the demand is not met within the following 3 weeks the company is deemed to be unable to pay its debts (s 178). There have been several attempts to introduce legislation which would allow a company which has financial difficulties some time to re-organise its debts free from the threat of creditors petitioning to wind up. But presently there is no means to protect a company which is already in receivership from a winding up petition. (c) Under s 228A the directors of a company, or a majority if there are more than two, form the opinion that the company cannot, by reason of its liabilities, continue its business, they may resolve at a meeting of directors that: - the company cannot by reason of its liabilities continue its business - they consider it is necessary that the company be wound up and that it is not reasonably practicable for the winding up to be commenced under another provision of the Ordinance - that meetings of the company s shareholders and creditors will be summoned to be held not later than 28 days from filing the winding up statement. One of the directors must sign the winding up statement certifying their resolution and deliver it to the Registrar. To be effective it must be delivered to the Registrar within 7 days of being made. The directors must also appoint a person to be the provisional liquidator. (d) The essential differences between a members voluntary liquidation and creditors voluntary liquidation are: 7
8 - a members voluntary liquidation requires a Certificate of Solvency; the directors or a majority of the if there are more than two, may, at a meeting of directors, issue a certificate of solvency to the effect that they have made a full enquiry into the affairs of the company and they have formed the opinion that the company will be able to pay its debts in full within a maximum of 12 months from the passing of the special resolution. - in a members voluntary liquidation the members will appoint the liquidator whereas in a creditors voluntary liquidation the creditors choice will prevail. 8
The Hong Kong Institute of Chartered Secretaries International Qualifying Scheme Corporate Secretaryship (Hong Kong) November 2005 Examination diet
The Hong Kong Institute of Chartered Secretaries International Qualifying Scheme Corporate Secretaryship (Hong Kong) November 2005 Examination diet The suggested answers are published for the purpose of
More informationRAK MARITIME CITY FREE ZONE COMPANIES IMPLEMENTING REGULATIONS 2017
RAK MARITIME CITY FREE ZONE COMPANIES IMPLEMENTING REGULATIONS 2017 Table of Contents Part 1 General 1 Part 2 Registrar..3 Part 3 FZE and FZC..4 Section 1 Features of an FZE and FZC Section 2 Incorporation
More informationThe Companies Act of Republic Of Maldives Law No: 10/96 (An Unofficial Translation) C O N T E N T S
The Companies Act of Republic Of Maldives Law No: 10/96 (An Unofficial Translation) C O N T E N T S?? Introduction and name?? Formation of companies?? Private companies and public companies?? Memorandum
More informationJebel Ali Free Zone Authority JEBEL ALI FREE ZONE AUTHORITY OFFSHORE COMPANIES REGULATIONS 2018
Jebel Ali Free Zone Authority JEBEL ALI FREE ZONE AUTHORITY OFFSHORE COMPANIES REGULATIONS 2018 Jebel Ali Free Zone Authority PART 1: GENERAL... 7 1. TITLE... 7 2. LEGISLATIVE AUTHORITY... 7 3. DATE OF
More informationVoluntary liquidation under the BVI Business Companies Act 2004
GUIDE Voluntary liquidation under the BVI Business Companies Act 2004 Last reviewed: February 2017 Contents Introduction 2 Eligibility 2 Preparing for voluntary liquidation 2 Security 2 Preliminary actions
More informationGUIDE TO COMPANIES IN THE CAYMAN ISLANDS
GUIDE TO COMPANIES IN THE CAYMAN ISLANDS CONTENTS PREFACE 1 Introduction 2 PART A: Exempted Companies 2 1. Classification 2 2. Company Names 2 3. Memorandum of Association 3 4. Articles of Association
More informationMembers and Shareholders
The Principal Duties and Powers of Members and Shareholders under the Companies Act Information Book 4 Members and Shareholders The Principal Duties and Powers of Members and Shareholders under the Companies
More informationTHE HONG KONG INSTITUTE OF CHARTERED SECRETARIES. Suggested Answers
THE HONG KONG INSTITUTE OF CHARTERED SECRETARIES Suggested Answers Level : Professional Subject : Corporate Secretaryship Diet : June 2006 The suggested answers are published for the purpose of assisting
More informationUniversity of Trier English Law Helen Campbell, Lecturer
University of Trier English Law Helen Campbell, Lecturer Company Law Types of Business Associations --sole trader --partnership --company (aka corporation: management is separated from ownership) --limited
More informationARTICLES FRONTERA ENERGY CORPORATION
ARTICLES FRONTERA ENERGY CORPORATION Effective 12:46 a.m. (Eastern time) November 2, 2016 (Altered to reflect change of name effective 12:01 a.m. (Pacific time) June 12, 2017) FRONTERA ENERGY CORPORATION
More informationBERMUDA DEPOSIT INSURANCE ACT : 36
QUO FA T A F U E R N T BERMUDA DEPOSIT INSURANCE ACT 2011 2011 : 36 TABLE OF CONTENTS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 PART 1 PRELIMINARY Citation Interpretation Meaning of insured deposit base and relevant
More informationTHE HONG KONG INSTITUTE OF CHARTERED SECRETARIES. Suggested Answers
THE HONG KONG INSTITUTE OF CHARTERED SECRETARIES Suggested Answers Level : Professional Subject : Corporate Secretaryship Diet : December 2008 The Suggested Answers are published for the purpose of assisting
More informationFinancial Services Act 2008 Guidance on the responsibilities and duties of directors under the laws of the Isle of Man
Financial Services Act 2008 Guidance on the responsibilities and duties of directors under the laws of the Isle of Man This guidance is published by the Isle of Man Financial Services Authority ("the Authority
More informationComparative Index of Sections under the Companies Act, 2017 and the Companies Ordinance, 1984
Deloitte Yousuf Adil Chartered Accountants M ember of Deloitte T ouche T ohmatsu Limited Comparative Index of Sections under the Companies Act, 2017 and the Companies Ordinance, 1984 Audit. Tax & Legal.
More informationCOMMONWEALTH BANK OFFICERS SUPERANNUATION CORPORATION PTY LIMITED
"A" Corporations Law MEMORANDUM AND ARTICLES OF ASSOCIATION COMMONWEALTH BANK OFFICERS SUPERANNUATION CORPORATION PTY LIMITED A Company Limited by Shares Australian Capital Territory Corporations Law A
More informationNULIS NOMINEES (AUSTRALIA) LIMITED (ABN )
Corporations Act A Company Limited by Shares CONSTITUTION Of NULIS NOMINEES (AUSTRALIA) LIMITED (ABN 80 008 515 633) 1 PRELIMINARY 1.1 Definitions In this Constitution unless the contrary intention appears:
More informationBritish Virgin Islands - Restructuring and Insolvency
British Virgin Islands - Restructuring and Insolvency Publication - 11/04/2013 Corporate insolvency in BVI is governed by the Insolvency Act 2003 and the Insolvency Rules 2005. These laws are closely based
More informationTHE COMPANIES ACT 1985 THE COMPANIES ACT 2006 PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION BOOKER GROUP PLC. Incorporated on 4 June 2004
Company No. 05145685 THE COMPANIES ACT 1985 THE COMPANIES ACT 2006 PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF BOOKER GROUP PLC Incorporated on 4 June 2004 as adopted by special resolution
More informationConstitution of. OnePath Custodians Pty Limited ACN
Constitution of OnePath Custodians Pty Limited ACN 008 508 496 Constitution adopted by the Company s Shareholder(s) by Special Resolution dated 13 March 2018 Company Secretary s Office ANZ Centre Melbourne,
More informationSEGREGATED ACCOUNTS COMPANIES ACT 2000 BERMUDA 2000 : 33 SEGREGATED ACCOUNTS COMPANIES ACT 2000
BERMUDA 2000 : 33 SEGREGATED ACCOUNTS COMPANIES ACT 2000 [Date of Assent 22 August 2000] [Operative Date 1 November 2000] ARRANGEMENT OF SECTIONS PART 1 INTERPRETATION AND APPLICATION 1 Citation 2 Interpretation
More informationCorporate Secretaryship (June 2005 Examination) Suggested Answers
SUBJECT NO 19M Corporate Secretaryship (June 2005 Examination) Suggested Answers QUESTION 1 (a) In Hong Kong a company is a private company if its articles of association contain all the following three
More informationTHE HONG KONG INSTITUTE OF CHARTERED SECRETARIES. Suggested Answers
THE HONG KONG INSTITUTE OF CHARTERED SECRETARIES Suggested Answers Level : Professional Subject : Corporate Secretaryship Diet : June 2008 The Suggested Answers are published for the purpose of assisting
More informationGlobal - Comparison of Voluntary Liquidation Procedures in Bermuda, the BVI, Cayman, Guernsey and Jersey
Global - Comparison of Voluntary Liquidation Procedures in Bermuda, the BVI, Cayman, Guernsey and Jersey Introduction This note provides a comparative analysis of voluntary liquidation procedures under
More informationCayman Islands Exempted Companies
Cayman Islands Exempted Companies Foreword This memorandum has been prepared for the assistance of those who are considering the formation of companies in the Cayman Islands ( Cayman ). It deals in broad
More informationHONG KONG INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
Form RCP-3B (Revised in May 2007) Page 1 HONG KONG INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS (Incorporated by the Professional Accountants Ordinance, Cap. 50) APPLICATION FOR CHANGE OF PARTICULARS OF A
More informationCayman Islands Exempted Companies
Cayman Islands Exempted Companies Introduction An exempted company (a "Company") is the most commonly used type of Cayman Islands company for international transactions. This note describes certain features
More informationDuties of directors of Jersey companies
Duties of directors of Jersey companies Service area Corporate Location Jersey Date January 2013 This note summarises the duties of directors of Jersey companies, addresses directors indemnities, outlines
More informationA LIQUIDATOR S INVESTIGATION INTO THE AFFAIRS OF AN INSOLVENT COMPANY
Statement of Insolvency Practice 2 STATEMENT OF INSOLVENCY PRACTICE 2 (SCOTLAND) A LIQUIDATOR S INVESTIGATION INTO THE AFFAIRS OF AN INSOLVENT COMPANY 1 This statement of Insolvency Practice is to be read
More informationCompanies Regulations 2005
Appendix 1 Companies Regulations 2005 VER3 This version of the QFC Companies Regulations is in draft form and has been made available as a consultation document for comments. The content of this draft
More informationRAK ECONOMIC ZONE AUTHORITY COMPANIES REGULATIONS OF TABLE OF CONTENTS
RAKEZ COMPANIES REGULATIONS OF 2017 - TABLE OF CONTENTS PART 1: GENERAL 1 1. TITLE 1 2. LEGISLATIVE AUTHORITY 1 3. COMMENCEMENT 1 4. APPLICATION OF THE REGULATIONS 1 5. PROVISIONS OF COMMERCIAL COMPANIES
More informationCompanies Ordinance (Cap. 622) - Sharing of Experience from Company Secretarial Perspective
Companies Ordinance (Cap. 622) - Sharing of Experience from Company Secretarial Perspective Susan Lo Executive Director Tricor Services Limited 17 Mar 2017 Copyright 2017 Tricor Services Limited. All rights
More informationContents. Table of Statutes. Table of Secondary Legislation. Table of Cases. Glossary. Formation of Partnerships. Relations Between Partners
Contents Table of Statutes Table of Secondary Legislation Table of Cases Glossary Chapter 1: Business Media 1.1 Introduction 1.2 Partnerships, limited liability partnerships and companies compared 1.2.1
More information[No. 38.] Companies Act [2014.]
PART 6 FINANCIAL STATEMENTS, ANNUAL RETURN AND AUDIT CHAPTER 1 Preliminary 272. What this Part contains and use of prefixes Companies Act and IFRS 273. Overall limitation on discretions with respect to
More informationSuncorp Group Constitution
Suncorp Group Constitution Proposed Effective 24 October 2013 Suncorp Group Limited ACN 145 290 124 36 Wickham Terrace Brisbane Queensland 4000 Australia www.suncorpgroup.com.au Contents 1 Name of Corporation...
More informationDirectors Their duties and powers. A quick guide
Directors Their duties and powers A quick guide Contents About this guide 2 What is a company director? 2 Do companies have to appoint directors? 2 Who can be a company director? 2 Who cannot be a company
More informationARTICLES ARITZIA INC.
Incorporation Number BC0840442 ARTICLES OF ARITZIA INC. BUSINESS CORPORATIONS ACT BRITISH COLUMBIA TABLE OF CONTENTS PART 1 INTERPRETATION 1.1 Definitions... 1 1.2 Business Corporations Act and Interpretation
More informationConstitution. Colonial Mutual Superannuation Pty Ltd ACN :
Constitution Colonial Mutual Superannuation Pty Ltd ACN 006 831 983 3006447: 596778 Table of Contents 1 Definitions and Interpretation 1 1.1 Definitions 1 1.2 Interpretation 1 1.3 Replaceable Rules 2 2
More informationContents. Table of Statutes. Table of Secondary Legislation. Table of Cases. Glossary. Overview of the Subject and the Nature of Partnership
Contents Table of Statutes Table of Secondary Legislation Table of Cases Glossary Chapter 1: Overview of the Subject and the Nature of Partnership 1.1 Introduction 1.2 The partnership and the company contrasted
More informationLEVEL 6 UNIT 16 THE PRACTICE OF COMPANY & PARTNERSHIP LAW SUGGESTED ANSWERS - JUNE 2015
LEVEL 6 UNIT 16 THE PRACTICE OF COMPANY & PARTNERSHIP LAW SUGGESTED ANSWERS - JUNE 2015 Note to Candidates and Tutors: The purpose of the suggested answers is to provide students and tutors with guidance
More informationSTANDARD CVA CONDITIONS
STANDARD CVA CONDITIONS Introduction 1. These standard CVA conditions should be read together with the Proposal to which they are Appended ( the Proposal ) and the definitions set out in the Proposal will
More informationPROSPECTUS FOR LISTING & RIGHTS ISSUES
PROSPECTUS FOR LISTING & RIGHTS ISSUES PRESENTED BY: CPA JOHN MWANGI REGULATORY AFFAIRS NAIROBI SECURITIES EXCHANGE PROSPECTUS COMPANY . PROSPECTUS FOR LISTING Prospectus means any prospectus, notice,
More informationTHE UNIT TRUST CORPORATION OF TRINIDAD AND TOBAGO ACT, Arrangement of Sections PART I PART II PART III
THE UNIT TRUST CORPORATION OF TRINIDAD AND TOBAGO ACT, 1981 Arrangement of Sections PART I SHORT TITLE AND INTERPRETATION Section 1. Short title 2. Interpretation PART II ESTABLISHMENT AND MANAGEMENT OF
More information261. Interests that are not disclosable interests for the purposes of this Chapter.
261. Interests that are not disclosable interests for the purposes of this Chapter. 262. Duty to notify disclosable interests first of the 5 cases in which duty arises interests held at commencement of
More informationSTANDARD CONDITIONS FOR COMPANY VOLUNTARY ARRANGEMENTS
STANDARD CONDITIONS FOR COMPANY VOLUNTARY ARRANGEMENTS Version 3 January 2013 TABLE OF CONTENTS 1 COMPANY VOLUNTARY ARRANGEMENTS 1 PART I: INTERPRETATION 5 1 Miscellaneous definitions 5 2 The Conditions
More informationTHE COMPANIES ACT 1985 PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION. MOTHERCARE plc
Company No. 1950509 THE COMPANIES ACT 1985 PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF MOTHERCARE plc as adopted by special resolution passed on 20 July 2006 CONTENTS PRELIMINARY... 1 1.
More informationAllan Hans Muhome Legal Consultant April
Allan Hans Muhome Legal Consultant +265888304274 - tmuhome@gmail.com PART TWO Directors qualifications and duties Company secretaries Accounts and Auditors Liquidation of a Company Insolvency Act [peep
More informationAmended Constitution
ASX ANNOUNCEMENT 7 December 2015 Amended Constitution TNG Limited (ASX: TNG) advises that at the Annual General Meeting held on 30 November 2015, shareholders approved amendments to TNG's Constitution
More informationConyers Dill & Pearman
CORPORATE RELOCATIONS: BERMUDA GROUP HOLDING COMPANIES Conyers Dill & Pearman Barristers & Attorneys Clarendon House 2 Church Street PO Box HM 666 Hamilton HM 11 Bermuda email: bermuda@ Website: www. Bermuda
More informationBERMUDA SEGREGATED ACCOUNTS COMPANIES ACT : 33
QUO FA T A F U E R N T BERMUDA SEGREGATED ACCOUNTS COMPANIES ACT 2000 2000 : 33 TABLE OF CONTENTS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 17A 17B Citation Interpretation and application PART I INTERPRETATION
More informationGOVERNMENT OF SHARJAH HAMRIYAH FREE ZONE SHARJAH
GOVERNMENT OF SHARJAH HAMRIYAH FREE ZONE SHARJAH HAMRIYAH FREE ZONE IMPLEMENTING RULES AND REGULATIONS CONCERNING THE ESTABLISHMENT OF FREE ZONE ESTABLISHMENTS AT HAMRIYAH FREE ZONE ISSUED PURSUANT TO
More informationTranslation. Page 1 of 10. Articles of Association of Delta Electronics (Thailand) Public Company Limited. Chapter 1 General Provisions
Page 1 of 10 Articles of Association of Delta Electronics (Thailand) Public Company Limited Chapter 1 General Provisions Article 1 Company as used herein means Delta Electronics (Thailand) Public Company
More informationSAMOA SEGREGATED FUND INTERNATIONAL COMPANIES ACT 2000
SAMOA SEGREGATED FUND INTERNATIONAL COMPANIES ACT 2000 Arrangement of Provisions PART 1 PRELIMINARY 1. Short title and commencement 2. Interpretation 3. Restriction on interest in segregated fund international
More informationSpecimen section of prospectus on summary of the constitution of the company and local laws for companies incorporated in the Cayman Islands
Specimen section of prospectus on summary of the constitution of the company and local laws for companies incorporated in the Cayman Islands SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN ISLANDS
More informationSECURITIES AND FUTURES COMMISSION
SECURITIES AND FUTURES COMMISSION Fit and Proper Guidelines 適當人選的指引 Hong Kong September 2006 香港 2006 年 9 月 Table of Contents Page 1. Introduction 1 2. Who needs to comply with the fit and proper guidelines
More informationCANADA GOOSE HOLDINGS INC. (the "Company")
CANADA GOOSE HOLDINGS INC. (the "Company") THE FOLLOWING IS AN EXTRACT OF RESOLUTIONS CONSENTED TO IN WRITING BY THE SHAREHOLDERS OF THE COMPANY ON MARCH 13, 2017 EFFECTIVE UPON FILING OF NOTICE OF ALTERATION
More informationConstitution of. ANZ Staff Superannuation (Australia) Pty Limited ACN Special Resolution dated 9 February 2015
Constitution of ANZ Staff Superannuation (Australia) Pty Limited ACN 006 680 664 Constitution adopted by the Company s Shareholder(s) by Special Resolution dated 9 February 2015 Company Secretary s Office
More informationCompanies Act 2013 Sections List
1 Short title, extent,commencement and application 2 Definitions 3 Formation of company 4 Memorandum 5 Articles 6 Act to override memorandum, articles, etc 7 Incorporation of company 8 Formation of companies
More informationRheynn Lhiasaghey Tarmaynagh
Department of Economic Development Rheynn Lhiasaghey Tarmaynagh Companies Registrar J Wilkinson COMPANIES REGISTRY P O Box 345, Finch Hill House Bucks Road, Douglas Isle of Man, IM99 2QS Telephone: +44
More informationTHE NEW ZEALAND National COMMITTEE FOR UNICEF TRUST DEED
THE NEW ZEALAND National COMMITTEE FOR UNICEF TRUST DEED 18 July 2003 2 TABLE OF CONTENTS 1.0 2.0 Party 3.0 Background 4.0 Name 5.0 Definitions 6.0 Registered Office 7.0 Incorporation 8.0 Purpose of the
More informationTHE HONG KONG INSTITUTE OF CHARTERED SECRETARIES THE INSTITUTE OF CHARTERED SECRETARIES AND ADMINISTRATORS
THE HONG KONG INSTITUTE OF CHARTERED SECRETARIES THE INSTITUTE OF CHARTERED SECRETARIES AND ADMINISTRATORS International Qualifying Scheme Examination HONG KONG CORPORATE LAW JUNE 2016 Suggested Answer
More informationSpecial Economic Zone Companies in the Cayman Islands
Special Economic Zone Companies in the Cayman Islands Preface This publication has been prepared for the assistance of those who are considering the registration of an exempted company as a special economic
More informationOZ MINERALS OZ MINERALS LIMITED ACN CONSTITUTION
OZ MINERALS LIMITED ACN 005 482 824 CONSTITUTION Contents 1....Preliminary...5 1.1 Definitions and Interpretation...5 1.2 Replaceable rules...5 2....Shares... 5 2.1 Issue of Shares and options...5 2.2
More informationVoluntary Liquidations of Solvent Cayman Islands Companies
Voluntary Liquidations of Solvent Cayman Islands Companies 1 General 1.1 The commencement of a voluntary liquidation is a simple procedure that does not require sanction or action by the Cayman Islands
More informationTHE COMPANIES ACT 2006 PUBLIC COMPANY LIMITED BY SHARES. ARTICLES OF ASSOCIATION OF Microskin PLC. As amended by special resolution on 10 March 2016[
Company number: 08326993 THE COMPANIES ACT 2006 PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF Microskin PLC As amended by special resolution on 10 March 2016[ ] Contents 1. DISAPPLICATION
More informationComparison of Laws in Bermuda, the Cayman Islands and the British Virgin Islands Relating to Offshore Companies
Comparison of Laws in Bermuda, the Cayman Islands and the British Virgin Islands Relating to Offshore Companies Preface This publication has been prepared for the assistance of those who are considering
More informationConstitution of Treasury Wine Estates Limited ACN Corrs Chambers Westgarth=
Constitution of Treasury Wine Estates Limited ACN 004 373 862 Corrs Chambers Westgarth= Contents 1 Name of Corporation 1 2 Status of the Constitution 1 2.1 Constitution of the Company 1 2.2 Replaceable
More informationLEVEL 6 - UNIT 16 PRACTICE OF COMPANY & PARTNERSHIP LAW SUGGESTED ANSWERS - JUNE Note to Candidates and Tutors:
LEVEL 6 - UNIT 16 PRACTICE OF COMPANY & PARTNERSHIP LAW SUGGESTED ANSWERS - JUNE 2014 Note to Candidates and Tutors: The purpose of the suggested answers is to provide students and tutors with guidance
More informationUnder section 10 (1) (a) of the Insolvency Act, a company is presumed to be insolvent if:
GUIDANCE NOTE 16 Corporate Insolvency Introduction The new Insolvency Act 2011 provides for the administration, receivership and liquidation of companies, and for the licensing of insolvency practitioners
More informationTwisting. Winding up UNDER. Company law with. Aseem NAHATA. Twisting 25 on Winding Up company law with Aseem Page 1
Twisting 25 On Winding up UNDER Company law with Aseem Sir @ NAHATA Twisting 25 on Winding Up company law with Aseem Sir @nahata Page 1 CHAPTER Winding Up Q.1 What is WINDING-UP? Winding- up precedes dissolution.
More informationInterpretation SHARE CAPITAL AND VARIATION OF RIGHTS
THE COMPANIES ACT, 2013 AND THE COMPANIES ACT, 1956 COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF OPERATIONAL ENERGY GROUP INDIA LIMITED I. (a) Subject as hereinafter provided the regulations contained
More informationCayman Islands - Exempted Companies v Exempted Limited Partnerships
Cayman Islands - Exempted Companies v Exempted Limited Partnerships Introduction This memorandum describes certain features of Cayman Islands exempted companies and Cayman Islands exempted limited partnerships.
More informationElliot T Wonenyika - Chartered Accountants Academy -
1 2 Learning Objectives Identifying and evaluating the requirements of the companies act ; Evaluating and advising on compliance with the requirements of the companies act; Providing appropriate recommendations
More informationImplementing Regulations No. 1 Concerning Sharjah Publishing City Free Zone Companies
Implementing Regulations No. 1 Concerning Sharjah Publishing City Free Zone Companies These Implementing Regulations are issued by the Chairman of the Sharjah Publishing City Free Zone Authority, pursuant
More informationUnvalidated References: Companies Act 1997 Companies Act 1997 Banks and Financial Institutions Act 2000
Unvalidated References: Companies Act 1997 Companies Act 1997 Banks and Financial Institutions Act 2000 This reprint of this Statutory Instrument incorporates all amendments, if any, made before25 November
More informationCHAPTER 214 THE MOTOR VEHICLE INSURANCE (THIRD PARTY RISKS) ACT. Arrangement of Sections.
CHAPTER 214 THE MOTOR VEHICLE INSURANCE (THIRD PARTY RISKS) ACT. Section 1. Interpretation. Arrangement of Sections. PART I INTERPRETATION. PART II COMPULSORY INSURANCE OF VEHICLES. 2. Vehicles to be insured
More information21:08 PREVIOUS CHAPTER
TITLE 21 Chapter 21:08 TITLE 21 PREVIOUS CHAPTER ZIMBABWE MINING DEVELOPMENT CORPORATION ACT Acts 31/1982, 29/1990 (s. 22), 3/1991, 22/2001. ARRANGEMENT OF SECTIONS PART I PRELIMINARY Section 1. Short
More informationContents. Foreword and Introduction 2. Background to the Companies Act Types of Company Available 3. The Registered Agent 4
Isle of Man Companies Act 2006 Contents Foreword and Introduction 2 Background to the Companies Act 2006 3 Types of Company Available 3 The Registered Agent 4 Incorporation of Companies 4 Memorandum and
More informationTHE RURAL AND INDUSTRIES BANK OF WESTERN AUSTRALIA ACT 1987
WESTERN AUSTRALIA THE RURAL AND INDUSTRIES BANK OF WESTERN AUSTRALIA ACT 1987 (No. 83 of 1987) ARRANGEMENT Section 1. Short title 2. Commencement 3. Interpretation PART I PRELIMINARY PART II CONSTITUTION
More informationHONG KONG INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
Form RCP-3B (Revised in Jan 2019) Page 1 HONG KONG INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS (Incorporated by the Professional Accountants Ordinance, Cap. 50) APPLICATION FOR CHANGE OF PARTICULARS OF A
More informationSCHEDULE 3 Regulation 4 MODEL ARTICLES FOR PUBLIC COMPANIES
SCHEDULE 3 Regulation 4 MODEL ARTICLES FOR PUBLIC COMPANIES INDEX TO THE ARTICLES PART 1 INTERPRETATION AND LIMITATION OF LIABILITY 1. Defined terms 2. Liability of members 3. Directors general authority
More informationBanking (Deposit Protection) Regulations, 2003 Statutory Instrument 29 of ARRANGEMENT OF SECTIONS
Banking (Deposit Protection) Regulations, 2003 Statutory Instrument 29 of 2003. ARRANGEMENT OF SECTIONS PART I PRELIMINARY Section 1. Title and date of commencement. 2. Interpretation. PART II APPOINTED
More informationUnited Kingdom Glossary of Insolvency Terms. Authors: David WHITE & John FRANCIS, Association of Business Recovery Professionals (R3)
United Kingdom Glossary of Insolvency Terms Authors: David WHITE & John FRANCIS, Association of Business Recovery Professionals (R3) Updated: July 2007 Note: The definitions and explanations are not intended
More informationCorporate Secretaryship (Hong Kong) November2004
Corporate Secretaryship (Hong Kong) November2004 Suggested answers: Question 1 (a) A rights issue is an issue of rights by a company to its existing shareholders to subscribe for new shares on a pro rata
More informationTrust Deed and Rules of the Scheme
Trust Deed and Rules of the Scheme (adopted with effect from 21 March 2016 and incorporating all amendments made to 21 March 2016) Page 1 of 82 THE METAL BOX PENSION SCHEME Index to Trust Deed and Rules
More informationRules of the Shanks Group plc 2015 Sharesave Scheme
[AGM Inspection copy] Rules of the Shanks Group plc 2015 Sharesave Scheme Shanks Group plc Rules adopted by the Board on 8 May 2015 and notified to HMRC under Schedule 3 to the Income Tax (Earnings and
More informationSTANDARD CONDITIONS FOR INDIVIDUAL VOLUNTARY ARRANGEMENTS. Produced by the. Association of Business Recovery Professionals
STANDARD CONDITIONS FOR INDIVIDUAL VOLUNTARY ARRANGEMENTS Produced by the Association of Business Recovery Professionals Version 2 November 2004 TABLE OF CONTENTS FOR STANDARD CONDITIONS 1 INDIVIDUAL VOLUNTARY
More informationCS Executive Programm M-I Company Law Paper-1 December-2013 (Solution) New Syllabus
CS Executive Programm M-I Company Law Paper-1 December-2013 (Solution) New Syllabus 2013 - Dec [1] (a) Role of a Company Secretary:- Generally speaking, the role of the company secretary is threefold-
More informationConstitution. Litigation Capital Management Limited
Constitution Litigation Capital Management Limited Contents page Part 1 - Preliminary 4 1. Name 4 2. Nature of Company 4 3. Replaceable rules 4 4. Application of the AIM Rules 4 Part 2 Shares 6 5. Issue
More informationHIGHLIGHTS OF THE COMPANIES ACT By: Nor Azimah Abdul Aziz Deputy CEO (Regulatory & Enforcement) Companies Commission of Malaysia
HIGHLIGHTS OF THE COMPANIES ACT 2016 By: Nor Azimah Abdul Aziz Deputy CEO (Regulatory & Enforcement) Companies Commission of Malaysia THE REFORM INITIATIVE Corporate Law Reform Initiative The 4 year review
More informationArticles of Association. (Effective May 20, 2013)
Articles of Association (Effective May 20, 2013) ARTICLES OF ASSOCIATION OF ENSCO PLC (as approved by the members 20 May 2013 and effective 20 May 2013) 2 CONTENTS PRELIMINARY... 5 1. Articles of association...
More informationMembers and Shareholders
Information Book 4 Members and Shareholders Decision Notice D/2011/1 The Principal Duties and Powers of Members and Shareholders under the Companies Acts 1963-2009 Decision Notice D/2011/1 The Principal
More informationSTATEMENT OF INSOLVENCY PRACTICE A LIQUIDATOR S INVESTIGATION INTO THE AFFAIRS OF AN INSOLVENT COMPANY. Contents. Introduction 1 6
STATEMENT OF INSOLVENCY PRACTICE A LIQUIDATOR S INVESTIGATION INTO THE AFFAIRS OF AN INSOLVENT COMPANY Contents Paragraphs Introduction 1 6 Investigation Procedures Question management 7 Committee of Inspection
More informationArticles of Association BANGKOK AVIATION FUEL SERVICES PUBLIC COMPANY LIMITED. Chapter 1 : General Provisions
(TRANSLATION) Articles of Association BANGKOK AVIATION FUEL SERVICES PUBLIC COMPANY LIMITED Chapter 1 : General Provisions Article 1. These Articles shall be called Articles of Association of Bangkok Aviation
More informationCHAPTER 53:03 BOTSWANA UNIFIED REVENUE SERVICE
CHAPTER 53:03 BOTSWANA UNIFIED REVENUE SERVICE ARRANGEMENT OF SECTIONS SECTION PART I Preliminary 1. Short title 2. Interpretation PART II Botswana Unified Revenue Service 3. Establishment of the Revenue
More informationInsolvency Guidance Note (1)
Statement 1.600 Issued September 2005 Effective for insolvency appointments made on or after 1 October 2005 Statement 1.600 Insolvency Guidance Note (1) - Scope IGN (1) SCOPE STATEMENT 1.600 INSOLVENCY
More informationSpecimen section of prospectus on summary of the constitution of the company and local laws for companies incorporated in Bermuda
Specimen section of prospectus on summary of the constitution of the company and local laws for companies incorporated in Bermuda SUMMARY OF THE CONSTITUTION OF THE COMPANY AND BERMUDA COMPANY LAW Set
More informationGUIDE TO FOUNDATIONS IN MAURITIUS
GUIDE TO FOUNDATIONS IN MAURITIUS CONTENTS PREFACE 1 1. Introduction 2 2. Establishment 3 3. Registration 7 4. Management, Business and Administration 8 5. Removal, Restoration and Winding up 10 PREFACE
More information(THE COMPANIES ACT, 2013) ARTICLES OF ASSOCIATION OF MOGLI LABS (INDIA) PRIVATE LIMITED (A COMPANY LIMITED BY SHARES) Interpretation
1 (THE COMPANIES ACT, 2013) ARTICLES OF ASSOCIATION OF MOGLI LABS (INDIA) PRIVATE LIMITED (A COMPANY LIMITED BY SHARES) Interpretation I. (I) In these regulations- (a) "the Act" means the Companies Act,
More informationAIFC GENERAL PARTNERSHIP REGULATIONS
---------------------------------------------------------------------------------------------- AIFC GENERAL PARTNERSHIP REGULATIONS AIFC REGULATIONS No. 5 OF 2017 December 20, 2017 Astana, Kazakhstan ----------------------------------------------------------------------------------------------
More informationCHAPTER 308A EXEMPT INSURANCE
1 L.R.O. 1998 Exempt Insurance CAP. 308A CHAPTER 308A EXEMPT INSURANCE ARRANGEMENT OF SECTIONS SECTION PART I Preliminary 1. Short title. 2. Interpretation. 3. Exempt insurance business. PART II Licensing
More information