How to change the directors and shareholders of a registered Hong Kong company?
The shareholders of a Hong Kong company are the investors and obligees of the company, the directors are recommended by the shareholders, and the manager and chairman of the company are the heads of the board of directors. The registration of a Hong Kong company requires at least one shareholder and one director. The follow-up management of Hong Kong companies is relatively convenient, but it is necessary to pay attention to the annual review and tax return of Hong Kong companies. In addition, it can be taken care of by the secretary company.
General Meeting of Shareholders of Hong Kong Companies
Formally speaking, all shareholders have the right to attend the shareholders' meeting, but because there are many ways to divide the number of shareholders, and companies in various countries often stipulate that the ownership and management rights of the company are separated, and the control and management rights of the company are actually in the board of directors, so individual shareholders actually have little authority. The purpose of attending the shareholders' meeting is to decide the composition of the board of directors, review the work of the board of directors and the company's operating performance, and participate in the decision-making on major issues of the company.
There are three kinds of shareholders' meetings: annual meeting, special meeting and statutory meeting.
(1) Annual General Meeting of Shareholders
According to Article 1 10 of the Companies Ordinance, every company must hold an annual general meeting of shareholders (or members). The interval between two annual general meetings of shareholders should not exceed 15 months.
The notice of convening the annual general meeting of shareholders must be delivered to all shareholders (or company members) 2 1 day in advance. The notice of the meeting must explain the nature of the meeting. If the meeting must adopt some important resolutions, notice must be given 28 days before the meeting, and the important issues to be discussed at the meeting must be clearly informed.
If the company fails to convene an annual general meeting of shareholders in a certain calendar year, any member of the company may apply to the court for an order to convene a general meeting of shareholders. And indicate how to hold it.
The Companies Ordinance does not stipulate what must be done at the annual general meeting of shareholders. It is customary to elect directors (or re-elect directors of Hong Kong companies), appoint auditors, and pass annual accounts, annual reports of the company's board of directors and auditors' audit reports.
(2) Special meeting (extraordinary meeting)
Except that the board of directors may propose to convene an extraordinary general meeting of shareholders (or members), unless otherwise stipulated in the articles of association, two or more members holding one tenth of the issued share capital of the company may also propose to convene an extraordinary meeting or an extraordinary general meeting of shareholders. If it is not a joint-stock company, a special meeting may be held upon the proposal of 5% of the total number of members of the company.
Even though the Articles of Association restricts the convening of non-permanent shareholders' meetings, if there are enough company members (one or more shareholders are willing to hold at least one-tenth of the voting rights of the shareholders' meetings and pay off their shares). If it is not a joint-stock company, it must represent at least one tenth of the total voting rights of the company), and you can invite the Children's Association to watch the special meeting at any time.
The above meeting request must be sent to the company's registered office in writing, which explains the purpose of the meeting request and is signed by all members who request the meeting.
The board of directors of the company must hold an interim meeting within 2 1 day after receiving the written request.
All meeting notices and meeting procedures shall be conducted in accordance with general laws. If the Election Committee fails to convene an interim meeting at the request of members, members have the right to convene an interim meeting on their own according to the fifth paragraph of Article 1 13. The reasonable expenses of the meeting must be borne by the company.
Article 140B of the Companies Ordinance stipulates that an extraordinary general meeting of shareholders may also be convened if the auditor requests to resign and makes a special statement for this purpose.
(3) Statutory meetings
According to the law, a company must hold a shareholders' meeting three months in advance before making a public offering or issuing new shares, and release information to the society and the public, explaining the company's purpose, operation and the purpose of capital increase, so as to attract investors' attention and confidence.
What is the difference between voluntary liquidation of shareholders and creditors of Hong Kong registered companies?
Liquidation of registered companies in Hong Kong can generally be divided into voluntary liquidation of shareholders, voluntary liquidation of creditors and compulsory liquidation of courts.
Voluntary liquidation of shareholders means that when a company registered in Hong Kong is solvent, its shareholders can apply for voluntary liquidation.
If the company is dissolved in this way, the directors of the company shall issue a certificate of solvency, which shall be signed by a majority of directors (if there are more than two directors). In addition, the directors must convene an extraordinary general meeting of shareholders, adopt an automatic liquidation resolution, appoint a liquidator and authorize the liquidator to distribute cash or physical assets.
Voluntary liquidation of creditors is more costly and complicated than voluntary liquidation of shareholders, and is usually suitable for insolvent companies.
First of all, the company to be liquidated needs to prepare a balance sheet (creditor list, estimate its rights and interests).
Secondly, the directors need to convene an extraordinary general meeting of shareholders, adopt a liquidation resolution and appoint a liquidator.
On the same day, the directors of Hong Kong registered companies need to hold another meeting with creditors to consider matters related to the implementation of the balance sheet and the appointment of liquidators. If the creditor is different from the liquidator appointed by the shareholders, the creditor needs to choose the liquidator.
Are there any legal problems for mainland investors to register companies in Hong Kong?
Many mainland investors want to do business in the Mainland after registering their companies in Hong Kong, but Hong Kong companies can't actually do business directly in the Mainland. Therefore, many people set up offices in the Mainland to achieve the purpose of doing business in the Mainland.
A company registered in Hong Kong must be registered for more than 2 years before it can set up an office in the Mainland.
There is absolutely no problem for mainland investors to register companies in Hong Kong. Both China people and foreigners can register their companies in Hongkong. However, Hong Kong companies cannot operate in the Mainland, because Hong Kong companies can only issue Hong Kong invoices and accept foreign currency, but not RMB. Therefore, Hong Kong companies can only be listed and used in the Mainland to enhance the company's popularity. For foreign trade customers, there are many benefits, such as brand building, promotion, foreign exchange collection, reasonable and legal tax planning and so on.
To register a Hong Kong company, mainlanders only need to provide a copy of their ID cards and the name of the Hong Kong company, and then sign a registration agreement and an entrustment registration agreement. You don't need to go to Hong Kong to go through the relevant formalities in person. Of course, these are all steps to register Hong Kong companies through professional organizations.
After registering a company in Hong Kong, you can open an account offshore in the Mainland. Many intermediaries will give away bank account opening certificates for free to help banks open accounts.
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Pre-approval of names of foreign-invested enterprises
Pre-approval of enterprise name
I. Composition of the names of foreign-invested enterprises
(1) The name of an enterprise consists of administrative division, brand name, industry and organizational form in turn. For example: enterprise name: Beijing Tiandixing Technology Co., Ltd., Beijing is an administrative division, Tiandixing is a font size, technology is an industry, and limited company is an organizational form.
(2) The font size in the enterprise name shall consist of two or more words; Administrative divisions can be used after the font size, such as Tiandihang (Beijing) Technology Co., Ltd., or before the organizational form, such as Tiandihang Technology (Beijing) Co., Ltd.
(3) With the approval of the State Administration for Industry and Commerce, an enterprise as a legal person that meets one of the following conditions may use an enterprise name excluding the administrative division (Beijing):
1, approved by the State Council;
2. Registered by the State Administration for Industry and Commerce;
3, the registered capital (or registered capital) of not less than 50 million yuan;
4. Unless otherwise stipulated by the State Administration for Industry and Commerce.
Two. General provisions on the names of foreign-invested enterprises
(1) The name of an enterprise shall not contain the following contents and words: 1, which is harmful to the interests of the state and society; 2. It may cause deception or misunderstanding to the public; 3. Names of foreign countries (regions) and international organizations; 4, the name of the political party, the name of the party, government and military organs, the name of mass organizations, the name of social groups and the serial number of the army; 5. Prohibited by other laws and administrative regulations.
(2) The name of an enterprise shall be in Chinese characters conforming to national norms, and shall not be in Chinese phonetic alphabet or Arabic numerals, except as otherwise provided by laws and regulations.
3 used in the middle of the name? International? Words,? International? It can't be used as a brand name or business feature, but only as a modifier of business feature, which should conform to the habits of industry terms, such as international trade and international freight forwarding.
Three. The name of a foreign-capital enterprise shall not be approved under any of the following circumstances:
(1) Having the same name as an enterprise in the same industry approved and registered by the same administrative department for industry and commerce;
(2) It is the same as the original name changed by other enterprises less than 1 year ago;
(3) Having the same name as an enterprise whose registration has been cancelled or whose business license has been revoked for less than 3 years;
(four) other violations of laws and administrative regulations.
Four. There are restrictions on the pre-approval of the names of foreign-funded enterprises. The validity period of the pre-approval of company name and the approval of company name change is 6 months, which can be extended for 6 months within 30 days before the expiration, and will not be extended after the expiration. Upon expiration, the approved name will automatically become invalid.
The above is the information I gave you about how to change shareholders of offshore companies in Hong Kong, and I hope it will help you.
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