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[HONG KONG] [REGULATORY UPDATE] Commencement of Operation of the Non-Hong Kong Companies (Disclosure of Company Name, Place of Incorporation and Members’ Limited Liability) Regulation
The Non-Hong Kong Companies (Disclosure of Company Name, Place of Incorporation and Members’ Limited Liability) Regulation (Cap. 622M) (“Regulation”) will come into operation on 1 August 2019. The main purpose of the Regulation is to align the obligations of non-Hong Kong companies with those of Hong Kong companies in the display of company names and disclosure of liability status. The requirements of the Regulation are summarized below:
| Name Plate
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A non-Hong Kong company must display continuously its name and its place of incorporation in legible characters at every business venue of the company and the name and the place of incorporation must be so positioned that they may be easily seen by any visitor to the business venue.
If a location is the business venue of more than 6 non-Hong Kong companies, and any of the companies displays both its name and its place of incorporation through an electronic device, the name and the place of incorporation are taken to be displayed continuously if the name and the place of incorporation – (a) are displayed for at least 15 continuous seconds at least once in every 4 minutes; or (b) are capable of being displayed within 4 minutes after a request for the display is made through the electronic device.
If the liability of the members of a non-Hong Kong company is limited, the company must conspicuously exhibit a notice of that fact at every business venue of the company.
A non-Hong Kong company in liquidation, when displaying or stating its name, must – (a) if its name is in a language other than Chinese, add “(in liquidation)” after the name; (b) if its name is in Chinese, add “(正進行清盤)” after the name; or (c) if its name is in Chinese and in 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.
For example, – ABC Limited (incorporated in United Kingdom with limited liability) – XYC Limited (in liquidation) (incorporated in the British Virgin Islands with limited liability
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| Letterhead, invoice and agreement etc. | A non-Hong Kong company must state in legible characters its name and its place of incorporation in every communication document and transaction instrument of the company in Hong Kong.
If the liability of the members of a non-Hong Kong company is limited, the company must state in legible characters that fact in every communication document and transaction instrument of the company in Hong Kong.
A non-Hong Kong company in liquidation, when displaying or stating its name, must – (a) if its name is in a language other than Chinese, add “(in liquidation)” after the name; (b) if its name is in Chinese, add “(正進行清盤)” after the name; or (c) if its name is in Chinese and in 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.
For example, – ABC Limited (incorporated in United Kingdom with limited liability) – XYC Limited (in liquidation) (incorporated in the British Virgin Islands with limited liability)
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Edtoma Corporate Services Limited has taken necessary steps to change the display of company name for those clients using our address as principal place of business as per the Regulation. Clients are reminded to update their letterhead and state their company name according to the new Regulation in all communication documents and transaction instruments.
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