Понедельник, 29 июля 2019

Application for a Licence to dispense with the word “Limited” in the Name of a Company

公司註冊處 Companies Registry

Guidance Notes

Please read these Guidance Notes carefully before making an application.

(A) Purpose

1. These Guidance Notes are intended to provide general information and guidance on the procedure for applying to the Registrar of Companies (“the Registrar”) for a licence to dispense with the word “Limited” and/or the characters “有限公司” in the name of a company under section 103 of the Companies Ordinance (Cap. 622) (“the CO”).

2. These Guidance Notes shall be effective from 3 March 2014 and will replace the Companies Registry’s guideline entitled “Note on Application for a Licence under section 21 of the Companies Ordinance (Revised 2011)” from the same date.

(B) Making an Application

3. An association which is intended to be formed as a limited company for the purpose of promoting commerce, art, science, religion, charity, or any other useful objects and which intends to apply the company’s profits or other income in promoting its objects and prohibit the payment of dividends to the company’s members, may apply to the Registrar for a licence under section 103(2) of the CO for the association to be registered as a limited company by a name without the word “Limited” as the last word and/or the characters “有限公司” as the last four characters of its name.

4. An existing limited company whose objects are restricted to promoting commerce, art, science, religion, charity, or any other useful objects and whose articles require the company to apply its profits or other income in promoting its objects and prohibit the company from paying dividends to its members, may apply to the Registrar for a licence under section 103(4) of the CO to delete the word “Limited” and/or the characters “有限公司” from its name.

5. An application must be made to the Companies Registry (“the Registry”) in writing and must be accompanied by a checklist (proforma checklists at Appendices I and II) duly completed together with the documents and information as set out in the checklist in support of the application. It is important that applicants provide as much information as possible, so as to demonstrate that the relevant company fulfils the requirements to be granted a licence under section 103 of the CO.

6. In particular, a draft copy of the Articles of Association (the “Articles”) of the company must be provided to the Registrar (item 2 of the relevant checklist) in support of the application. In this regard, the Registry has prepared a Standard Form of Articles of Association (the “Standard Form”) at Appendix III. The Standard Form is intended to serve as a guide for applicants when they prepare or alter (as the case may be) the provisions of the Articles of their companies for the purpose of an application for the licence. The Articles should be drafted or altered with due regard to the Standard Form and all deviations from the provisions in the Standard Form should be marked up with explanations provided.

7. In cases where the approval and/or consent of any other Government department(s) and/or bureau(x) and/or other authority(ies) to the contents of the company’s Articles or amendments thereto is/are required, the applicant must provide information on whether such approval and/or consent have been obtained.

8. Applicants are advised to submit applications to the Registry as early as practicable in order to allow sufficient time for the Registrar to consider the applications and supporting documents.

9. Depending on the circumstances of each case, including whether further approval/consultation is required, it normally takes 3 to 6 months for the Registry to process an application for the grant of a licence under section 103 of the CO. It may take longer processing time if the documents submitted are insufficient or the applicants fail to respond timely to the Registry’s enquiries.

(C) Discretion to Grant Licence

10. A licence will be granted at the discretion of the Registrar and it may be granted on any terms and conditions the Registrar thinks fit. The terms and conditions are binding on the company and are to be incorporated in the Articles of the company if the Registrar so directs.

11. The Registrar is entitled to consider any relevant information and all the circumstances of the case relating to the application for determining whether a licence should be granted or not. A licence will not be granted to a company where the objects of the company are not for promoting commerce, art, science, religion or charity or any other useful objects. On the other hand, where the company can establish, preferably by means of its past history, that it is capable of carrying out its objects, and that its financial position has been, and will be, secure, the application may be considered favourably.

12. Other relevant factors include the circumstances where the applicant can establish that the company is an exempt charity under section 88 of the Inland Revenue Ordinance (Cap.112), or will be granted such exemption upon incorporation, and that its application is supported by the relevant Government department(s) or well-established public or charitable organisations. If there are any other special circumstances which would justify the approval of an application, a statement of such special circumstances should be submitted together with the application.

(D) Application Fees

13. Fees payable for an application are –

(a) a lodgment fee of HK$4,605* which must be paid when the application is submitted to the Registry; and

(b) a licence fee of HK$4,475 which must be paid upon the grant of a licence.

(* Please note that the lodgment fee is non-refundable even if the application is unsuccessful.)

(E) Revocation of Licence

14. Pursuant to section 106 of the Companies Ordnance, the Registrar may at any time revoke a licence granted under section 103 on being satisfied that –

(a) the company has failed to comply with any of the terms or conditions to which the licence is subject; or

(b) any one or more of the requirements specified in section 103(1) or (3) (as the case may be) are no longer met.

(F) Amendments to Articles

15. Under section 105(2) of the CO, every company having been granted with a licence under section 103 must not alter its Articles except with the Registrar’s prior written approval. Companies holding licences granted under section 103 are reminded that any proposed amendments to the Articles must first be submitted to and approved by the Registrar in writing.

16. Applications for amendments to Articles under section 105(2) of the CO usually involve considerable processing time, particularly in cases where approval and/or consent(s) from other Government department(s) and/or bureau(x) and/or other authority(ies) are required. Therefore, applicants are advised to submit their applications as early as practicable.

(G) Enquiries

17. Enquiries about the contents of these Guidance Notes should be directed to –

Companies Registry (New Companies Section) 14th Floor, Queensway Government Offices, 66 Queensway, Hong Kong.

Telephone: 2867 2587 Email: crenq@cr.gov.hk

January 2014 Ref.: CR HQ/12-20/4

Appendix I

Checklist for application under section 103(2) of the Companies Ordinance (Cap.622)

Note: Incomplete checklist will be returned to the applicant for completion before the application is processed. If document is not available, please provide reasons.

1. Application letter.

2. A printed or typed copy of the Articles of Association drafted with due regard to the Standard Form, with deviations from the provisions in the Standard Form marked up with explanations provided.

3. A list of founder members and proposed governing body (information includes English and Chinese names, occupation and addresses).

4. If the association has been operating as an unincorporated body, a brief history of the unincorporated body.

5. Copies of financial statements for the past two years.

6. If the association is a new body with no past history and financial statements, please confirm so in writing.

7. A statement showing in detail the assets (with estimated values) and liabilities, if any, to be taken over by the proposed limited company including a list of all property owned by the association, either in its own name or in the names of trustees holding the property on behalf of the association.

8. An updated land search record of the property held.

9. An estimate of the future income (with sources) and expenditure (with breakdown).

10. A statement of work done for the past two years, e.g. nature and number of activities held.

11. A statement of work planned for the coming year, e.g. any specific plans or a schedule of events.

12. Grounds for the application.

13. Address of the association.

14. Evidence of tax exemption under section 88 of the Inland Revenue Ordinance, Cap. 112.

15. A statement as to whether the subject application has obtained any support from Government departments or relevant organisations. If affirmative, please provide letters of support.

16. A statement as to the current number of members.

17 A statement as to whether the association has any subsidiary or holds a controlling interest in another body corporate. If affirmative, please provide a list of such subsidiary/body corporate with its nature of business/activities and details of members.

18. A statement as to whether the association is registered under the Societies Ordinance, Cap.151. If affirmative, please provide a copy of the certificate of registration.

19. For an application made by a church or religious organisation, a statement as to whether it is affiliated to any of the main churches in Hong Kong. If affirmative, please provide a letter of support.

20. A statement as to whether the approval and/or consent(s) of any other Government department(s) and/or bureau(x) and/or other authority(ies) to the contents of the proposed company’s Articles or amendments thereto is required. If affirmative, please provide information as to whether such approval and/or consent have been obtained and a copy of such approval and/or consent (if any).

Appendix II

Checklist for application under section 103(4) of the Companies Ordinance (Cap.622)

Note: Incomplete checklist will be returned to the applicant for completion before the application is processed. If document not available, please provide reasons.

1. Application letter.

2. A copy of existing Articles of Association endorsed in red to show the amendments to the name of the company and any other amendments which are proposed to be made if the application is successful, with due regard to the Standard Form with deviations from the provisions in the Standard Form marked up with explanations provided.

3. Copies of financial statements for the past two years (unless these have already been filed with the Companies Registry).

4. An updated land search record of any property held.

5. Please advise whether the company has been operating as an unincorporated body before incorporation. If affirmative, please provide a brief history of the unincorporated body.

6. An estimate of the future income (with sources) and expenditure (with breakdown) if this is likely to vary materially from the financial statements provided/filed under item 3.

7. A statement of work done for the past two years, e.g. nature and number of activities held.

8. A statement of work planned for the coming year, e.g. any specific plans or a schedule of events.

9. Grounds for the application.

10. All outstanding annual returns with relevant financial statements, if any.

11. Forms NR1, ND2A and/or ND2B to report any change in the company’s registered office address, directors or company secretary or their particulars that have not yet been reported.

12. A statement as to whether the records of the company are up to date and all other outstanding documents (e.g. special resolutions, reprinted copy of Articles of Association etc) have been filed with the Companies Registry.

13. Evidence of tax exemption under section 88 of the Inland Revenue Ordinance, Cap. 112.

14. A statement as to whether the subject application has obtained any support from Government departments or relevant organisations. If affirmative, please provide letters of support.

15. A statement as to the current number of members.

16 A statement as to whether the company has any subsidiary or holds a controlling interest in another body corporate. If affirmative, please provide a list of such subsidiary/body corporate with its nature of business/activities and details of members.

17. For a newly incorporated company, a statement as to whether the company is registered under the Societies Ordinance, Cap.151. If affirmative, please provide a copy of the certificate of registration.

18. For an application made by a church or religious organisation, a statement as to whether it is affiliated to any of the main churches in Hong Kong. If affirmative, please provide letter(s) of support.

19. A statement as to whether the approval and/or consent(s) of any other Government department(s) and/or bureau(x) and/or other authority(ies) to the contents of the company’s Articles or amendments thereto is required. If affirmative, please provide information as to whether such approval and/or consent have been obtained and a copy of such approval and/or consent (if any).

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