The company is a critical legal concept in all modern legal systems and an essential vehicle for investment and economic function. The Companies Ordinance (Cap.622) governs the incorporation, powers, authority and functions of companies in Hong Kong. It is a huge legislation comprising 921 Sections, 11 Schedules and 13 Subsidiary Legislations, including the new Non-Hong Kong Companies (Disclosure of Company Name, Place of Incorporation and Members’ Limited Liability) Regulation (Cap.622M, Sub.Leg.) which came into effect on 1 August 2019.

Now in its 7th edition, the Companies Ordinance (Cap.622): Commentary and Annotations 2021 continues to be the definitive practitioner guide to the understanding and operation of the Companies Ordinance. Kingsley Ong, Partner at Eversheds Sutherland and Alice Leung, Partner at Anthony Siu & Co continue as General Editors. Written by a team of leading company law specialists, this two-volume work is an essential text for all company law practitioners, academics and students.

One of the first publications to offer an analytical and comprehensive look at the recent amendments and revisions to the Companies (Winding-Up and Miscellaneous Provisions) Ordinance (Cap.32) just enacted this past 2017.

 
An essential publication to comprehend all relevant amendments and changes to the law, examining and analysing:

• Review and analysis of the key provisions from the 2016 Amendments designed to increase the protection of creditors in the course of a company winding-up, including a full review and analysis of:

(i) New ss.265A-265E, 266C-266D: Allows the company to set aside undervalued transactions entered into within five years prior to the commencement of its winding-up;
(ii) New ss.266, 266A-266D: Increased power of the Courts to set aside questionable pre-winding-up transactions entered into by the company with unfair preferences;
(iii) New ss.228A and 228B: Additional safeguards to reduce the risk of abuse by directors during a voluntary winding-up process;
(iv) New ss.296A-296E: Streamlining the winding-up process to save time and costs for the administration of such cases; etc.

• Significant judicial decisions, rules of court, glossary of words and phrases, discussions on practical aspects and contentious issues in reference to each section and other authoritative materials including cross-jurisdictional references to corollary legislation are all updated and incorporated in this 2018 edition.

ProView eBook Exclusive Content:

1. Summary of revisions and changes to the law resulting from the 2016 Amendments to the Ordinance
2. Guide to the winding-up of a company
3. Sample Winding-Up Forms

The company is a critical legal concept in all modern legal systems and an essential vehicle for investment and economic function. The Companies Ordinance (Cap.622) governs the incorporation, powers, authority and functions of companies in Hong Kong. It is a huge legislation comprising 921 Sections, 11 Schedules and 13 Subsidiary Legislations, including the new Non-Hong Kong Companies (Disclosure of Company Name, Place of Incorporation and Members’ Limited Liability) Regulation (Cap.622M, Sub.Leg.) which came into effect on 1 August 2019.

Now in its 7th edition, the Companies Ordinance (Cap.622): Commentary and Annotations 2021 continues to be the definitive practitioner guide to the understanding and operation of the Companies Ordinance. Kingsley Ong, Partner at Eversheds Sutherland and Alice Leung, Partner at Anthony Siu & Co continue as General Editors. Written by a team of leading company law specialists, this two-volume work is an essential text for all company law practitioners, academics and students.

Investor Protection in Capital Markets – The Case of Hong Kong focuses on the regulatory protections available to public investors who have decided to invest their money and trust in Hong Kong listed companies. This book investigates and expands upon the procedures, regulations, and enforcement mechanisms put in place to ensure investors are given adequate protection for their monies invested, with the objective to provide the public with transparent and sufficient investment information.

This publication applies the investor protection benchmarks as set out in the: (new) Companies Ordinance (Cap.622), Securities and Futures Ordinance (Cap.571), and Main Board (or General Enterprise Market (GEM) Listing Rules.

The publiaction not only analyzes regulation of issuers through the disclosure regime, regulation of intermediaries, and regulation of market misconducts but also the heatedly debated issues related to the Lehman Brothers’ minibonds saga and Alibaba’s controversial dual-share structure.

“[This publication] … is a full treatment of one of the world’s most important capital markets, the Hong Kong stock exchange, HKEx, and associated markets. It is a story of investor protection in incremental steps and over a fairly long period of time. In a single volume, the reader can find a wealth of information about the various regulatory bodies with authority over Hong Kong’s capital markets, the details of its disclosure strategies where issuers are concerned, and the treatment and regulation of intermediaries who occupy the space between issuers and investors – in this case often retail investors who constitute an unusually large fraction of the investor population. Special attention is paid to market misconduct under the Securities and Futures Ordinance (Cap.571) and to regulation of specialized markets. … [T]his book thus describes and documents one of the fastest growing industries, regulation itself.”

From the Foreword by Saul Levmore, William B. Graham Distinguished Service Professor of Law at the University of Chicago

The 2023 edition includes recent cases covering a number of areas of company law. Most notable are the cases dealing with members’ remedies, discussed in Chapter 8. There is also a new Companies (Amendment) Bill 2022 which was gazetted on 25 November 2022 and now before the Legislative Council. The bill proposes some minor amendments to the CO to confirm that companies may hold virtual or hybrid general meetings, subject to express restrictions in the articles.

The text has been thoroughly updated with discussion of new cases, including:

• the statutory derivative action (Lam Kin Chung v Soka Gakkai International of Hong Kong Ltd [2022] 4 HKC 202, [2022] HKCA 480);
• shareholder petitions for just and equitable winding up (Re Overseas Associates Ltd [2022] 2 HKLRD 790, [2022] HKCA 512; Ninotre Investment Ltd v Strong Light Investments Ltd [2021] HKCFI 3095);
• scope of the irregularity principle in restricting minority shareholder remedies (HuangFu Chuangxin v Ni Yongkang [2022] HKCFI 1721; Lohas Holding Ltd v Registrar of Companies [2022] HKCFI 3358);
• interpretation of articles of association (Yeung Bing Kwong Kenneth v Yeung Ping Leung [2019] HKCFI 1465); and
• the statutory indoor management rule (Zhang Kan v SPH (Hong Kong) International Trading Co Ltd [2022] 3 HKLRD 813, [2022] HKDC 731).
   

One of the first publications to offer an analytical and comprehensive look at the recent amendments and revisions to the Companies (Winding-Up and Miscellaneous Provisions) Ordinance (Cap.32) just enacted this past 2017.

 
An essential publication to comprehend all relevant amendments and changes to the law, examining and analysing:

• Review and analysis of the key provisions from the 2016 Amendments designed to increase the protection of creditors in the course of a company winding-up, including a full review and analysis of:

(i) New ss.265A-265E, 266C-266D: Allows the company to set aside undervalued transactions entered into within five years prior to the commencement of its winding-up;
(ii) New ss.266, 266A-266D: Increased power of the Courts to set aside questionable pre-winding-up transactions entered into by the company with unfair preferences;
(iii) New ss.228A and 228B: Additional safeguards to reduce the risk of abuse by directors during a voluntary winding-up process;
(iv) New ss.296A-296E: Streamlining the winding-up process to save time and costs for the administration of such cases; etc.

• Significant judicial decisions, rules of court, glossary of words and phrases, discussions on practical aspects and contentious issues in reference to each section and other authoritative materials including cross-jurisdictional references to corollary legislation are all updated and incorporated in this 2018 edition.

ProView eBook Exclusive Content:

1. Summary of revisions and changes to the law resulting from the 2016 Amendments to the Ordinance
2. Guide to the winding-up of a company
3. Sample Winding-Up Forms

• Definitive work on the operation of the Companies (Winding Up and Miscellaneous Provisions) Ordinance
• Essential text for anyone involved in corporate insolvency
• Introductions to the Subsidiary Legislation unique to this product – Subsidiary Legislation contains important provisions, particularly in respect of winding up
• Examines recent case law on petitions for winding up where the contract contains an arbitration clause that covers disputes relating to debt - Re Southwest Pacific Bauxite (HK) Ltd [2018] 2 HKLRD 449 and But Ka Chon v Interactive Brokers LLC [2019] 4 HKLRD 85
• Companion volume to Companies Ordinance (Cap.622): Commentary & Annotations 2019 

The 2023 edition includes recent cases covering a number of areas of company law. Most notable are the cases dealing with members’ remedies, discussed in Chapter 8. There is also a new Companies (Amendment) Bill 2022 which was gazetted on 25 November 2022 and now before the Legislative Council. The bill proposes some minor amendments to the CO to confirm that companies may hold virtual or hybrid general meetings, subject to express restrictions in the articles.

The text has been thoroughly updated with discussion of new cases, including:

• the statutory derivative action (Lam Kin Chung v Soka Gakkai International of Hong Kong Ltd [2022] 4 HKC 202, [2022] HKCA 480);
• shareholder petitions for just and equitable winding up (Re Overseas Associates Ltd [2022] 2 HKLRD 790, [2022] HKCA 512; Ninotre Investment Ltd v Strong Light Investments Ltd [2021] HKCFI 3095);
• scope of the irregularity principle in restricting minority shareholder remedies (HuangFu Chuangxin v Ni Yongkang [2022] HKCFI 1721; Lohas Holding Ltd v Registrar of Companies [2022] HKCFI 3358);
• interpretation of articles of association (Yeung Bing Kwong Kenneth v Yeung Ping Leung [2019] HKCFI 1465); and
• the statutory indoor management rule (Zhang Kan v SPH (Hong Kong) International Trading Co Ltd [2022] 3 HKLRD 813, [2022] HKDC 731).
   

Company Law in Hong Kong: Insolvency 2023 covers major aspects of corporate insolvency law in Hong Kong. This edition contains detailed coverage of the latest legal developments, including BTI 2014 LLC v Sequana SA [2022] UKSC 25, [2022] 3 WLR 709, in which the UK Supreme Court affirmed the existence of the common law duty of directors to take into account creditors’ interests when a company is insolvent.

There have also been important new decisions in Hong Kong dealing with cross-border insolvency, in particular Shandong Chenming Paper Holdings Ltd v Arjowiggins HKK 2 Ltd [2022] 25 HKCFAR 98, where the court discussed the nature of the three “core” requirements for exercise of the Hong Kong court’s discretion to wind up a foreign company. Re Global Brands Group Holding Ltd (In Liq) [2022] 3 HKLRD 316 discusses the court’s common law power to grant recognition and assistance to foreign insolvency office-holders.

On the legislative front, technical amendments relating to implementation of an “Electronic Submission System” for submission of documents, as well as streamlining of advertising and publishing requirements for insolvency notices are discussed.

Investor Protection in Capital Markets – The Case of Hong Kong focuses on the regulatory protections available to public investors who have decided to invest their money and trust in Hong Kong listed companies. This book investigates and expands upon the procedures, regulations, and enforcement mechanisms put in place to ensure investors are given adequate protection for their monies invested, with the objective to provide the public with transparent and sufficient investment information.

This publication applies the investor protection benchmarks as set out in the: (new) Companies Ordinance (Cap.622), Securities and Futures Ordinance (Cap.571), and Main Board (or General Enterprise Market (GEM) Listing Rules.

The publiaction not only analyzes regulation of issuers through the disclosure regime, regulation of intermediaries, and regulation of market misconducts but also the heatedly debated issues related to the Lehman Brothers’ minibonds saga and Alibaba’s controversial dual-share structure.

“[This publication] … is a full treatment of one of the world’s most important capital markets, the Hong Kong stock exchange, HKEx, and associated markets. It is a story of investor protection in incremental steps and over a fairly long period of time. In a single volume, the reader can find a wealth of information about the various regulatory bodies with authority over Hong Kong’s capital markets, the details of its disclosure strategies where issuers are concerned, and the treatment and regulation of intermediaries who occupy the space between issuers and investors – in this case often retail investors who constitute an unusually large fraction of the investor population. Special attention is paid to market misconduct under the Securities and Futures Ordinance (Cap.571) and to regulation of specialized markets. … [T]his book thus describes and documents one of the fastest growing industries, regulation itself.”

From the Foreword by Saul Levmore, William B. Graham Distinguished Service Professor of Law at the University of Chicago

This updated Third Edition of the Law and Practice of Hong Kong Companies presents a step-by-step overview that a professional needs for the daily practice of running a company in accordance with the current provisions of the Companies Ordinance (Cap.622). This practical book highlights and breaks down the everyday routine and procedures for properly running a company, including: (i) requirements from incorporation to dissolution; (ii) formalities required by the Companies Registrar; (iii) formation of joint ventures; (iv) purchase of sole trader; (v) partnerships and business enterprises; (vi) civil and criminal proceedings, etc.

NEW CONTENT (i) Practice and Procedure on the Listing of Companies on the Hong Kong Exchange; (ii) Continuing Statutory Obligations of Directors and Officers of such
Companies; and (iii) Suspension, Cancellation and Withdrawal of the Listing of such Companies from the Exchange.

NEW CHAPTERS (i) Regulation of Listed Companies; (ii) Share Capital Transactions; (iii) Investigations and Enquiries; and (iv) Takeovers, Mergers, Amalgamations and Other Reconstructions. 

This new edition is the ideal source for the answers to all questions in regards to Hong Kong companies and its company secretarial practice.