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 From the Commencement Date, all the provisions in the Existing Ordinance will be repealed and replaced by provisions in the New Ordinance, except for the prospectus, and winding-up and insolvency provisions.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.

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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