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On 17 June 2019, the Companies Registry announced that the Non-Hong Kong Companies (Disclosure of Company Name, Place of Incorporation and Members’ Limited Liability) Regulation (Regulation) will come into operation on 1 August 2019.
The Regulation aims to bring into line the disclosure obligations of non-Hong Kong companies with those of Hong Kong companies. The Regulation provides for the obligations of a non-Hong Kong company (NHKC) to disclose its name, place of incorporation and members’ liability status, and also the offences for contravening the Regulation.
The following is a brief summary of the disclosure obligations under the Regulation:
| Matters | Disclosure obligations | ||||||||||
| Name and place of incorporation of NHKC (Prescribed Information) |
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| Communication Document and Transaction Instrument of NHKC | A NHKC must state the Prescribed Information in legible characters in all of its communication documents, such as business letters, notices or official publications (Communication Document), and transaction instruments, such as contracts or deeds, bills of exchange, promissory notes or endorsements, cheques, orders for money or goods, consignment notes, invoices, receipts or letters of credit (Transactions Instrument). | ||||||||||
| Liability status of NHKC’s members | If the liability of the members of a NHKC is limited, such fact must be conspicuously displayed (a) in a notice at all its business venues; and (b) in all its Communication Document and Transaction Instrument. | ||||||||||
| NHKC in liquidation |
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If a NHKC contravenes the relevant disclosure obligations of the Regulation, the NHKC and its responsible persons and agents who authorise or permit the contravention commit an offence, and each is liable to a fine of HK$10,000.
Comment
NHKCs and their responsible officers and agents should prepare for the necessary measures to ensure compliance with the disclosure obligations stipulated by the Regulation to avoid committing an offence after it comes into effect.
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