1989 - 2019 30 years in business Friday, 19th April 2019

New Companies Ordinance HK (Cap. 622)

Dear Clients,

The new Hong Kong Companies Ordinance, Chapter 622 of the Laws of Hong Kong becomes effective on 3rd March 2014.  This law provides new requirements for incorporation and operation of HK Companies for every company in the Companies Register.


The most important change to the new Ordinance is the requirement of having at least one natural person as a director for all private companies that are incorporated from the 3rd March 2014 onwards.  For those companies that have been incorporated prior to this date, a grace period of six (6) months is provided for them to comply with the new requirement.


Important: this change does not abolish the use of Corporate Directors in Hong Kong, however, the new Ordinance is clear that at least one natural person must be appointed as a director to a private company in addition to any other Corporate Directors being appointed.


We will be contacting you by separate message, to inform you the names of your companies that have to comply this new requirement.


The new Ordinance also makes reference to the following:

• Abolition of Memorandum:

Articles of Association will be constitutional document of a Company. For existing companies incorporated under Cap. 32, current provisions in the Memorandum of Association will be regarded as provisions of their Articles of Association, this means that it will not be necessary any amendment in this regard for existing companies.


• Common Seal

The keeping and use of a Common seal becomes optional.

•  Account and Reports

A private company is qualified for simplified reporting if it satisfies any two of the following conditions:


a)   total annual revenue does not exceed HK$100,000.00; 
b)    Total assets do not exceed HK$100,000.00;
c)    Average number of employees during the financial year does not exceed 100


You are advised to seek professional advice if you wish to prepare simplified financial statements.


Please do not hesitate to contact us at info@cardwell-capital.com, should you have any questions or comments.

Kind regards,
Cardwell Advisory Desk


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