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8 July 2019 | by LexisNexis Hong Kong

The Non-Hong Kong Companies (Disclosure of Company Name, Place of Incorporation and Members’ Limited Liability) Regulation (Cap. 622M) (“Regulation”) will come into operation on 1 August 2019.

This Regulation lists out the obligations with which non-Hong Kong companies must comply. For example, it requires companies to display their name, place of incorporation at their business venue, and sets out their duty to disclose members’ limited liability and certain matters while they are in liquidation.

Some highlights to the Regulation are as follows:

Section 3: Display of name and place of incorporation at business venue

  • A non-HK company must display continuously its name and its place of incorporation in legible characters at every business venue of the company, which should be easily seen by any visitor at the business venue.
  • If a location is a business venue of more than 6 non-Hong Kong companies, and if any of the companies displays both its name and its place of incorporation through an electronic device, such information is required to be displayed for at least 15 continuous seconds at least once in every 4 minutes or such information is capable of being displayed within 4 minutes after a request for the display is made through the electronic device.

Section 4: Name and place of incorporation to appear in communication documents etc.

  • A non-Hong Kong company must also state its name and its place of incorporation in every communication document and transaction instrument of the company in Hong Kong.

Section 5: Duty to disclose members’ limited liability

  • If the liability of the members of a non-Hong Kong company is limited, the company must clearly
    • exhibit a notice of that fact at every business venue of the company; and
    • state that fact in every communication document and transaction instrument of the company in Hong Kong.

Section 6: Duty to disclose certain matters while in liquidation

  • A non-Hong Kong company in liquidation must, in every advertisement of the company in Hong Kong:
    • state its name and its place of incorporation; and
    • where applicable, state that the liability of its members is limited
  • A non-HK company when displaying or stating its name must also:
    • if its name is in a language other than Chinese, add “(in liquidation)” after the name;
    • if its name is in Chinese, add “(正進行清盤)” after the name; or
    • 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.

If any non-Hong Kong company violates the abovementioned sections of the Regulation, the company and every responsible person and agent of the company who allows the contravention, commit an offence, and each of them is liable to a fine at level 3, which is HK$10,000.

For more information on company law, please see:

The Annotated Ordinances of Hong Kong

  • Companies Ordinance (Cap 622)

Hong Kong Company Law: Legislation and Commentary

Hong Kong Corporate Law

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