Preparing and amending articles of association under Hong Kong law and corresponding filings with the Companies Registry
acting as name company secretary of the Hong Kong company in the name of our service company
preparing annual returns and corresponding filings with the Companies Registry
preparing documents in relation to the annual general meeting
keeping and updating statutory books and records
preparing documents in relation to share transfers and filings with the Stamp Office for stamping
preparing documents and corresponding filings with the Companies Registry in relation to the following:
change of director and/or company secretary
change of registered office address
change of name
share allotment
consolidation or subdivision of share capital
Provision of Registered Office Address
receiving and directing mail received on behalf of the Hong Kong company
Charltons can assist with company secretarial services, including Hong Kong secretarial services such as annual maintenance fillings preparing annual returns and annual maintenance fillings with the Companies Registry, preparing documents and providing a registered address in Hong Kong. To discuss how our Hong Kong secretarial services practice can assist you with your corporate secretarial needs further. To discuss how we can assist you with your corporate secretarial needs further, please contact us.
An application to the court for the winding up of a company shall be by petition (presented by the company, creditors, members, trustee in bankruptcy etc., as applicable) in the form set out in the Companies (Winding-up) Rules, and it shall set out all the relevant facts with supporting affidavits/affirmations. The petition must be served on the company and advertised in the Gazette and at least two Hong Kong daily newspapers at least 7 clear days (or such longer time as the court may direct) before the hearing. An affidavit in opposition or application to stay or restrain proceedings may be filed by the company or some creditor or member.
If the petition is not contested, then the master will make a winding up order (in open court), but if the petition is contested, it must go before a judge. On a hearing of a winding-up petition by the court, the Official Receiver of the Hong Kong Government (“Official Receiver”) may appear and call, examine and cross-examine any witness and, if he so thinks fit, support or oppose the making of a winding up order. The court may dismiss the petition, adjourn the hearing conditionally or unconditionally, make any interim order or any other orders as it thinks fit.
In a voluntary winding up (see paragraph (a)(ii) above), the court will have due regard to the interests of creditors and members in making a winding up order and will generally not do so if it would leave substantial independent creditors with a strong and legitimate grievance.
Once a winding up has been commenced or provisional liquidator has been appointed: (i) the disposition of any property of the company otherwise ordered by the court, will be void; (ii) no action or proceeding shall be proceed with or commenced against the company except with leave of the court; (iii) a statement of company’s affairs, verified by affidavit, showing particulars of assets, debts and liabilities shall be submitted to the liquidator (or provisional liquidator), who shall then submit a preliminary report to the court; (iv) the liquidator or provisional liquidator shall take into his custody or control all properties or things in action of the company (or which it is entitled) and the court may direct any property to be vested in the liquidator.
For the avoidance of doubt, the winding up would be deemed to have commenced on the date of the winding up resolutions (for a voluntary winding up) or on presentation of the petition (for other cases).
Members’ voluntary winding up
We set out below summary for procedures for a members’ voluntary winding up for your reference:
a statement of the company’s assets and liabilities made up to a latest practicable date should be prepared;
the directors should then hold a meeting (a) to authorise and execute a certificate of solvency; (b) to convene the extraordinary general meeting (“EGM”) for passing of special resolutions to wind up the company and appoint liquidators;
the certificate of solvency should then be delivered to the Companies Registry (”CR”);
an EGM should be held within five weeks after the issuing of the certificate of solvency and notice of the EGM should be given;
the EGM should be held at which resolutions should be passed to wind up the company, to appoint liquidators and to fix the remuneration of the liquidators;
the liquidation will commence as from the date of the EGM at which time the power of the directors will cease;
the resolutions of the EGM will need to be filed with the CR within 15 days and the following documents should be published in the Gazette within the prescribed period after passing the resolution:
the resolution to wind up the company (within 15 days);
the appointment of liquidators (within 15 days); and
a notice to creditors (no prescribed period)
the liquidators will take possession of the company’s assets, pay off its creditors and distribute any surplus assets to its shareholders;
when the company’s affairs are fully wound up, the liquidators will prepare an account of the liquidation and call a final meeting of shareholders;
at the final meeting, the liquidators will lay the final accounts before the meeting and send to the CR the final accounts within 7 days from the date of the meeting.
The company will be dissolved upon the expiration of three months after registration of the final accounts by the CR.
It is estimated that from the time when the declaration of solvency is made up to the time of convention of final meeting of the relevant Hong Kong compan(ies), it takes approximately 6-9 months depending on the complexity of work to be performed on distribution and clearance of the outstanding assets and liabilities of the relevant Hong Kong companies.
Please also note that the Hong Kong compan(ies) are required to comply with all the statutory obligations before dissolution, such as settling the business registration fee and filing the annual return with the CR.
Charltons can assist with company secretarial services, including Hong Kong secretarial services such as annual maintenance fillings preparing annual returns and annual maintenance fillings with the Companies Registry, preparing documents and providing a registered address in Hong Kong.
