The New Companies Ordinance Series (5) – Clarification from Companies Registry on the Disclosure of Company Name

The Companies Registry has issued an external circular on 24 July 2014 to clarify the requirements in relation to the disclosure of company name pursuant to the Companies (Disclosure of Company Name and Liability Status) Regulation (Cap.622B) ("the Regulation"). The position is now clear that for a company registered by bilingual names, it may choose to display or state just the English name or the Chinese name, or both the English name and Chinese name.

The Requirements

The Regulation provides that a company must display continuously its registered name in legible characters at its registered office and every business venue of the company. The Regulation also provides that a company must state its registered name in legible characters in the company's communication documents and transaction instruments and on any website of the company. "Communication Document" is defined as any business letter, notice or other official publication of the company whereas "Transaction Instrument" includes any contract, deed, bill of exchange, promissory note, cheque, invoice, receipt etc.

If the company fails to comply with the requirements to display or state its name in accordance with the above requirements, the company and every responsible person of the company will commit an offence with a fine up to HK$10,000.

Disclosure of Registered Name

The Regulation defines "registered name" in relation to a company as the name by which the company is registered under the Companies Ordinance (Cap.622) (the "Ordinance"). Under the Ordinance, a company may be registered by (i) an English name only, (ii) a Chinese name only or (iii) both an English name and a Chinese name. The registered name can be found in the Certificate of Incorporation or the Certificate of Change of Name (where applicable).

Previously, it was not clear whether the company with bilingual names is required to display or state both the English name and the Chinese name, or whether displaying or stating either the English name or the Chinese name is sufficient.

Upon consideration of the matter, the Companies Registry clarified in its external circular that in respect of a company registered by bilingual names, it is sufficient for the company to display or state either the English name or the Chinese name in the manner described in the provisions of the Regulation. Displaying or stating both the English name and the Chinese name is equally fine.

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Machiuanna Chu

Partner | Corporate Commercial

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