The New Disclosure Requirements of Non-Hong Kong Companies on Company Name, Place of Incorporation and Members’ Limited Liability

The New Disclosure Obligations of Non-Hong Kong Companies on Company Name, Place of Incorporation and Members’ Limited LiabilityAimed to align the non-Hong Kong companies’ disclosure obligations with those of Hong Kong companies in company names display as well as the disclosure of liability status, the Company Registry of Hong Kong has recently released the communiqué on the updated regulation: The Non-Hong Kong Companies (Disclosure of Company Name, Place of Incorporation and Members’ Limited Liability) Regulation (Cap. 622M) (“Regulation”).

This regulation re-enacts the existing provision of section 792 of the CO and will come into force on 1 August 2019. In other words, section 792 of the CO will be repealed when the new regulation comes into operation.

 

Disclosure of Company Name, Place of Incorporation and Members’ Limited Liability

The regulation has stipulated new requirements for a non-Hong Kong company on the display of its company name and place of incorporation, as well as the disclosure of members’ limited liability, as summarized below:

  • A non-Hong Kong company is required to display continuously its company name together with its place of incorporation in the readable and understandable characters at every business venue of the company. The display of the company name and the place of incorporation at the business venue must be visible and noticeable by the public.
  • In the event if a location, as a business venue, houses more than 6 non-Hong Kong companies, and any of the companies has both its company name and the place of incorporation displayed via an electronic device, the company name and the place of incorporation are taken to be displayed continuously if it fulfils the following:
    • The display of the name and the place of incorporation lasts for at least 15 seconds continuously at least once in every 4 minutes; or
    • The name and place of incorporation are capable of being displayed within 4 minutes after a request for the display is made through the electronic device.
  • In the case that if the liability of the members of a non-Hong Kong company is limited, the said company must
    • display a notice of that fact where the display is clearly visible by the public at every business venue of the company,
    • state the fact (in legible characters) in every communication and transaction document of the company.
  • For a non-Hong Kong company that is in liquidation, it has to comply with the following requirements when displaying or stating its name:
    • Must have “(in liquidation)” after the name, if its name is in a language other than Chinese
    • If the company name is in Chinese, must add “(正進行清盤)” after the name; or
    • If the company name has both Chinese and another language other than Chinese, must have the wordings of “(正進行清盤)” after the name in Chinese; and “(in liquidation)” after the name in that other language.

The New Disclosure Obligations of Non-Hong Kong Companies on Company Name, Place of Incorporation and Members’ Limited Liability

Please note that “business venue” as mentioned in the above paragraphs refers to an office or a place in Hong Kong where the non-Hong Kong company conducts its business activities and that is accessible by the public; or the primary business location of the non-Hong Kong company in Hong Kong.

The non-Hong Kong companies are advised to do the needful to comply with the new requirements on the display of company name.