The Companies Ordinance 2017 will become operational on Thursday 1st February 2017.
The following are some of the key differences of the new Ordinance:
- (i)All companies must use a licensed Company Manager as its Registered Agent;
- (ii)No requirement to file Memoranda of Association
- (iii)Establishment of a central registry of beneficial owners of companies
- (iv)Updated provisions for mergers, amalgamations, consolidations and the registration of charges
Nothing! When the Companies Ordinance 2017 comes into force the old Companies Ordinance will continue for a 9 month transition period. During that period companies can continue to exist under the old Ordinance however ALL Companies must be registered under the Companies Ordinance 2017 by 1stNovember 2018. Companies may elect to voluntarily register under the Companies Ordinance 2017 during the transition period or wait until 1st November 2018 to be automatically registered.
Registration under the new Ordinance is mandatory; the only issue is the timing. Early registration allows companies to take advantage of the free or reduced registration fee period and to immediately secure the benefits of the new Ordinance. To take advantage of these benefits each company must file an application for registration under the new Companies Ordinance before 1st November 2018
Existing companies that have not registered under the new Ordinance before 1st November 2018 will be automatically registered on that date. They will be registered with their existing articles, which will remain in effect with the exception of provisions which are inconsistent with the requirements of the new Ordinance. Automatically registered companies will have specific time lines within which to appoint a registered agent and file relevant notices of directors and registered agent. Failure to comply with these requirements will result in a company being struck off the Register of Companies. There will be a fee payable upon making these filings.
If a company is not voluntarily registered it will be automatically registered on 1st November 2018. After automatic registration companies will have a short time to become compliant and will be required to file new Notices with the Registrar. If after the period to become compliant the company fails to do so the Registrar will take necessary steps to have the company struck from the Register of Companies.
Yes! The Companies Ordinance 2017 requires every company to appoint a licensed company manager/agent as its registered agent throughout its life. The Registrar will be entitled to strike a company from the Register for failure to appoint a registered agent. The registered agent is responsible for filing documents, maintaining information and paying fees on behalf of the company. The registered agent also has certain compliance responsibilities under this and other related Ordinances.
If a company which is already managed by an agent that is licensed under the Company Management Licensing Ordinance voluntarily registers the company will have to formally appoint the agent as its Registered Agent under the Companies Ordinance 2017. In addition to the Notice of the appointment of the Registered Agent the Company must file evidence that the Registered Agent of consents to so act.
If a company is automatically registered and the agent is licensed under the Company Management Licensing Ordinance the agent will upon automatic registration be deemed the Registered Agent under the Companies Ordinance 2017. In those circumstances the company will have to file a Notice of Registered Agent with evidence that the Registered Agent of consents to so act by 14th November 2017
A list of contact details for licensed Company Managers/Agents may be found on the Financial Services Commission Website
1 February 2018: Companies Ordinance 2017 comes into force
31 July 2018: Last day for free registration
31 October 2018: Last date on which application can be made to register a companyvoluntarilyunder the Ordinance.
1 November 2018: Date on which all companies that have not registered voluntarily will beautomatically registered under the Ordinance.
1 November 2018: Companies Ordinance Cap 16.08 will be repealed.
14 November 2018: Upon automatic registration companies who under the old Ordinance were manged by Registered Agents that were licensed under the Companies Management Licensing Ordinance will have those licensed Registered Agents deemed as its Registered Agents after automatic registration. Such companies will have until 14th November 2018 to file a new and compliant Notice of Registered Agent
30 November 2018: Upon automatic registration companies who under the old Ordinance were NOTmanaged by Registered Agents that were licensed under the Companies Management Licensing Ordinance will have until 30th November 2018 to file a new and compliant Notice of Registered Agent
1st December 2018: Last day for companies automatically registered to file Notices of Directors and Members.
14th December 2018:Last day for companies automatically registered to file beneficial ownership information.
15th December 2018:Companies who remain non-compliant with the Companies Ordinance 2017 will be struck from the Register of Companies.
Please note that the Registry is not the competent authority to advise individuals on the advantages or consequences of voluntarily and/or automatic registration; accordingly, our staff are not authorised to provide such advice. In the event you require such guidance you are invited to seek independent legal advice or consult with a licensed Company Manager or Agent.