Hong Kong New Companies Ordinance
The New Ordinance was published in the Government Gazette in August 2012. It will become effective on 3 March 2014. From the Commencement Date, all the provisions in the Existing Ordinance will be repealed and replaced by provisions in the New Ordinance, except for the prospectus, and winding-up and insolvency provisions. These two areas will remain in the Existing Ordinance which will then be renamed the Companies (Winding Up and Miscellaneous Provisions) Ordinance. The Securities and Futures Commission has indicated that it will lead the review of the prospectus regime and plans to move the prospectus regime into the Securities and Futures Ordinance (Cap 571). Separately, the Hong Kong Government has said the winding-up and insolvency regime will undergo a separate law review exercise.
The table below list all parts of the new Companies Ordinance and its Schedules.
You need to use Adobe Acrobat Reader to view or download the documents in pdf format.
Full Companies Ordinance (Ord. No. 28 of 2012) (gazette on 10 August 2012) (pdf Format)
or download by part or schedule (pdf Format)
Parts of the new Companies Ordinance
| Part 1 | Preliminary |
| Part 2 | Registrar of Companies and Companies Register |
| Part 3 | Company Formation and Related Matters, and Re-registration of Company |
| Part 4 | Share Capital |
| Part 5 | Transactions in relation to Share Capital |
| Part 6 | Distribution of Profits and Assets |
| Part 7 | Debentures |
| Part 8 | Registration of Charges |
| Part 9 | Accounts and Audit |
| Part 10 | Directors and Company Secretaries |
| Part 11 | Fair Dealing by Directors |
| Part 12 | Company Administration and Procedure |
| Part 13 | Arrangements, Amalgamation, and Compulsory Share Acquisition in Takeover and Share Buy-Back |
| Part 14 | Remedies for Protection of Companies or Members Interests |
| Part 15 | Dissolution by Striking off or Deregistration |
| Part 16 | Non-Hong Kong Companies |
| Part 17 | Companies not Formed, but Registrable, under this Ordinance |
| Part 18 | Communications to and by Companies |
| Part 19 | Investigations and Enquiries |
| Part 20 | Miscellaneous |
| Part 21 | Consequential Amendments, and Transitional and Saving Provisions |
Schedules to the new Companies Ordinance
| Schedule 1 | Parent Undertakings and Subsidiary Undertakings |
| Schedule 2 | Content of Incorporation Form |
| Schedule 3 | Specified Qualifying Conditions for Sections 361 to 366 |
| Schedule 4 | Accounting Disclosures |
| Schedule 5 | Contents of Directors Report: Business Review |
| Schedule 6 | Information to be Contained in Annual Return and Documents by which Annual Return must be Accompanied |
| Schedule 7 | Offences in respect of which Proceedings not Instituted under Certain Conditions |
| Schedule 8 | Amendments relating to Paperless Holding and Transfer of Shares and Debentures |
| Schedule 9 | Consequential and Related Amendments to Companies Ordinance (Cap. 32) and its Subsidiary Legislation |
| Schedule 10 | Consequential and Related Amendments to Other Ordinances and Subsidiary Legislation |
| Schedule 11 | Transitional and Saving Provisions |