Consultation Papers

Consultation Papers

Latest Consultation Documents 

• Subsidiary Legislation for Implementation of the new Companies Ordinance - Phase Two Consultation Document (issued on 2 November 2012) (PDF format) 

• Subsidiary Legislation for Implementation of the new Companies Ordinance - Phase One Consultation Document (issued on 28 September 2012) (PDF format) 

• Consultation Paper on the Qualifying Criteria for Private Companies to Prepare Simplified Financial and Directors' Reports (issued on 6 December 2011)
  
  
• Second Phase Consultation of the draft Companies Bill – Consultation Paper Highlights (issued on 7 May 2010)
  
  
  • Full Consultation Paper (PDF format) 
    
    or download by chapter (PDF format)
    Executive Summary
    Chapter 1 Introduction
    Chapter 2 Financial Assistance by a Company for Acquisition of its own Shares
    Chapter 3 Directors’ Remuneration Report
    Chapter 4 Investigations and Enquiries
    Chapter 5 Notice of Refusal to Register a Transfer of Shares
    List of Questions for Consultation
    Appendix 1 Framework of Draft Companies Bill
    Appendix 2 Extract from UK Regulations on Directors’ Remuneration Report
    
    Explanatory Notes on the Draft Parts
    
    Part 1 Preliminary
    Part 3 Company Formation and Related Matters, and Re-registration of Company
    Part 4 Share Capital
    Part 5 Transactions in Relation to Share Capital
    Part 6 Distribution of Profits and Assets
    Part 7 Debentures
    Part 8 Registration of Charges
    Part 9 Accounts and Audit
    Part 13 Arrangements, Amalgamation, and Compulsory Share Acquisition in Takeover and Share Buy-Back
    Part 19 Investigations and Enquiries
    Part 20 Miscellaneous
    
    
  • Companies Bill - Consultation Draft of Parts 1, 3-9, 13 & 19-20 (PDF format) 
    
    or download by part (PDF format)
    Part 1 Preliminary
    Part 3 Company Formation and Related Matters, and Re-registration of Company
    Part 4 Share Capital
    Part 5 Transactions in Relation to Share Capital
    Part 6 Distribution of Profits and Assets
    Part 7 Debentures
    Part 8 Registration of Charges
    Part 9 Accounts and Audit
    Part 13 Arrangements, Amalgamation, and Compulsory Share Acquisition in Takeover and Share Buy-Back
    Part 19 Investigations and Enquiries
    Part 20 Miscellaneous
    
    
  • Reply form (PDF format / Word format)
    
    
• First Phase Consultation of the draft Companies Bill (issued on 17 December 2009) 
  
  
  • Full Consultation Paper (PDF format)
    
    or download by chapter (PDF format)
    Executive Summary
    Chapter 1 Introduction
    Chapter 2 Enhancing Corporate Governance
    Chapter 3 Ensuring Better Regulation
    Chapter 4 Business Facilitation
    Chapter 5 Modernising The Law 
    Chapter 6 “Headcount” Test for Approving a Scheme of Compromise or Arrangement
    Chapter 7 Disclosure of Directors’ Residential Addresses and Identification Numbers of Directors and Company Secretaries
    Chapter 8 Regulating Directors’ Fair Dealings of Private Companies Associated with a Listed or Public Company 
    Chapter 9 Common Law Derivative Action
    List of Questions for Consultation
    Appendix 1 Framework of Draft Companies Bill
    Appendix 2 Scheme of Compromise or Arrangement – Thresholds Under the Companies Ordinance and Takeovers Code
    
    Explanatory Notes on the Draft Parts

    Part 1 Preliminary
    Part 2 Registrar of Companies and Register
    Part 10 Directors and Secretaries
    Part 11 Fair Dealing by Directors
    Part 12 Company Administration and Procedure
    Part 14 Remedies for Protection of Companies’ or Members’ Interests
    Part 15 Dissolution by Striking Off or Deregistration
    Part 16 Non-Hong Kong Companies
    Part 17 Companies not Formed, but Registrable, under this Ordinance
    Part 18 Communications To and By Companies
    
    

  • Companies Bill - Consultation Draft of Parts 1,2, 10-12 & 14-18 (PDF format) 
    
    or download by part (PDF format)
    Part 1 Preliminary
    Part 2 Registrar of Companies and Register
    Part 10 Directors and Secretaries
    Part 11 Fair Dealing by Directors
    Part 12 Company Administration and Procedure
    Part 14 Remedies for Protection of Companies’ or Members’ Interests
    Part 15 Dissolution by Striking Off or Deregistration
    Part 16 Non-Hong Kong Companies
    Part 17 Companies not Formed, but Registrable, under this Ordinance
    Part 18 Communications To and By Companies
    
    
  • Reply form (PDF Format / Word Format)
    
    
    
• Third Public Consultation on Companies Ordinance Rewrite (issued on 26 June 2008)
  Full Consultation Paper (PDF format)
  
  or download by chapter (PDF format)
  Executive Summary
  Chapter 1 Introduction
  Chapter 2 Share Capital
  Chapter 3 The Capital Maintenance Regime
  Chapter 4 Statutory Amalgamation Procedure
  List of Questions for Consultation (Word format)
  Appendix I List of Members of the Standing Committee on Company Law Reform and Advisory Group 1
  Appendix II Reform in Overseas Jurisdictions Concerning Capital Maintenance Rules

• Second Public Consultation on Companies Ordinance Rewrite (issued on 2 April 2008)
  Full Consultation Paper (PDF format)
  
  
  or download by chapter (PDF format)
  Executive Summary
  Chapter 1 Introduction
  Chapter 2 Company Names
  Chapter 3 Directors' Duties
  Chapter 4 Corporate Directorship
  Chapter 5 Registration of Charges
  List of Questions for Consultation
  Appendix I List of Members of the Standing Committee on Company Law Reform and Advisory Groups
  Appendix II Non-statutory Guidelines on Directors' Duties
  Appendix III Extract of the United Kingdom Companies Act 2006
  Appendix IV A Brief Summary of Arguments for and Against a Statutory Statement of Directors' Duties
  Appendix V Possible Changes to the Registration Regime of Charges That Have Been Considered but Rejected
  
  
• Consultation paper on Companies Ordinance (Cap. 32) Accounting and Auditing Provisions
  (issued on 29 March 2007) (PDF format)