Non-Hong Kong companies: new disclosure requirements

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)

(a)  

NHKC must display the Prescribed Information continuously in legible characters at every business venue of the company.

(b)

If a place is a business venue of more than 6 NHKCs, and any of the NHKCs displays the Prescribed Information through electronic devices, such Prescribed Information must be displayed for at least 15 continuous seconds at least once per every 4 minutes; or displayed within 4 minutes after a request for thedisplay is made through the electronic device.

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

(a)  

A NHKC in liquidation must in every advertisement of the NHKC in Hong Kong state in legible characters the Prescribed Information, and where applicable, that the liability of its members is limited.

(b)  

A NHKC in liquidation when displaying or stating its name must:

(i)

if its name is in a language other than Chinese, add “(in liquidation)” after the name;

(ii)

if its name is in Chinese, add “(正進行清盤)” after the name;

(iii)  

if its name is in Chinese and 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 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.