Public Limited Company Articles of Incorporation

Document Sample
Public Limited Company Articles of Incorporation Powered By Docstoc
					                                                                               1.   What should I do?                                                 3.   For paper submission, where can I obtain the
                                                                                                                                                           application forms or specimens of documents?
                                                                                    Step 1 Choose a name for the company you wish to incorporate.
                       COMPANIES REGISTRY                                                   A company name may be in English or Chinese. A                 You can download form NC1/NC1G and IRBR1 at
                                                                                            company may also adopt both an English and a          Hard copies of form NC1 and
                                                                                            Chinese name. Generally speaking, the name will                NC1G are available for sale and a free copy of
                                                                                            be accepted for registration if it is not the same as a        IRBR1 can be obtained on the 14th floor of the
                                                                                            name appearing in the index of company names kept              Queensway Government Offices.
                                                                                            by the Registrar of Companies (the Registrar).
                                                                                                                                                           As regards the forms of Memorandum and Articles
   Incorporation                                                                            You may conduct a free company name search at the
                                                                                            Companies Registry’s Cyber Search Centre
                                                                                                                                                           of Association, please refer to the relevant Tables in
                                                                                                                                                           the First Schedule to the Companies Ordinance.
                                                                                            ( or at its Public Search Centre
 of a Local Limited                                                                         on the 13th floor of the Queensway Government
                                                                                            Offices, 66 Queensway, Hong Kong. Use the
                                                                                            “Exact Name Search” mode and input the full and
                                                                                                                                                      4.   What can I get ?
                                                                                                                                                           A Certificate of Incorporation and a Business
      Company                                                                               exact company name that you intend to register.
                                                                                            Please note that:-
                                                                                                                                                           Registration Certificate (the certificates) will be
                                                                                                                                                           issued by the Companies Registry. The certificates
                                                                                                                                                           will be issued in hard copy form for paper submission
                                                                                                 The registrability of a company name can only             and in electronic form for online submission.
                                                                                                 be confirmed after the application has been               Certificates in paper or electronic form have the same
                                                                                                 processed by the Companies Registry.                      legal effect.
                                                                                                 The application must meet all the requirements
                                                                                                 of the Companies Ordinance before the
                                                                                                 company can be successfully incorporated.            5.   How long does it take ?
                                                                                                                                                           Online submission
                                                                                            Please refer to Appendix I and the Registry's
                                                                                            “Company Names Guidelines” for the points to note              Electronic Certificates will normally be issued
                                                                                            when choosing a company name. The Guidelines                   within 24 hours for companies limited by shares
                                                                                            can be downloaded at or obtained at              which adopt the model Memorandum and Articles of
                                                                                            the New Companies Section on the 14th floor of the             Association provided at the e-Registry. Email
                                                                                            Queensway Government Offices.                                  notifications for download of the certificates will be
                                                                                                                                                           sent to the message box and registered email address
                                                                                    Step 2 Submit     the following documents with the                     of users.
                                                                                            appropriate fees either electronically through the
                                                                                            Registry’s electronic service portal “e-Registry”              Paper submission
   Important                                                                                ( or in paper form to the                 Certificates for companies limited by shares can
   This pamphlet is intended to provide a general guide. The                                Shroff on the 14th floor of the Queensway                      normally be issued in 4 working days. Applicants
   Companies Registry and the Registrar of Companies will not                               Government Offices:                                            or presentors will be notified by fax when the
   be liable for any errors or omissions. Please refer to the                                                                                              certificates are ready for collection. The certificates
                                                                                            (a) Incorporation Form – Form NC1 (for company                 have to be collected in person at the Companies
   Companies Ordinance, Chapter 32, Laws of Hong Kong for                                       limited by shares) or Form NC1G (for company
   the detailed requirements. You can purchase a hard copy                                                                                                 Registry. A written authorisation will be required if
                                                                                                not limited by shares);                                    the presentor sends a representative to collect the
   of the Companies Ordinance from the Online Government                                                                                                   certificates.
   Bookstore ( or call the Publications                                (b) A copy of the memorandum of association and
   Sales Section of the Information Services Department at                                      articles of association (if any) (Note 1); and
   (852) 2537 1910. You can also view the full text of the                                                                                            6.   Where can I ask for further information ?
                                                                                            (c) Notice to Business Registration Office (IRBR1)
   Ordinance at                                                                                                                    Please call the New Companies Section of the
                                                                                            Please refer to Appendix II for the specific                   Companies Registry at (852) 2867 2587.
                                                                                            requirements for the application documents and the
                                                                                            information    pamphlet       “One-stop      Electronic
Address : 14th floor, Queensway Government Offices, 66 Queensway, Hong Kong.                Company Incorporation and Business Registration            You can download the information pamphlets and
Website :                                                                     Service” for details of the electronic services.           Business Registration Fee and Levy Table at
e-Registry :                                                                                                            ; obtain hard copies at the Companies
Cyber Search Centre :                                                                                                              Registry or by fax through the 24-hour enquiry hotline
E-mail :                                                       2.   How much do I have to pay ?                                        (IVRS) (852) 2234 9933.
Enquiry Hotline (IVRS) : (852) 2234 9933                                            Please refer to the information pamphlets “Price Guide to
March 2011                                                                          Main Services” and “Business Registration Fee and Levy
                        APPENDIX I                                                     APPENDIX II
        Points to note when choosing a company name                       Incorporation documents and requirements
1.   A company name with a combination of English                                          Private      Public                                               Incorporation Form
                                                                 Documents to be                                      Company
                                                                                           Company      Company                                       (Specified Form NC1 or NC1G)
     letters and Chinese characters is not acceptable.           submitted and             Limited      Limited       Limited by
                                                                 requirements as to                                   Guarantee &
2.   An intended name which is identical to an old name                                    by           by                            1. Must be printed
                                                                 their contents                                       Not Having a
                                                                                           Shares       Shares                        2. “Consent to Act as    If the founder member who signs the
     that has been subject to a change of name direction                                                              Share Capital
                                                                                                                                         Director”             form is also a director, he/she should
     issued by the Registrar since 10 December 2010 will                      Memorandum of Association (Note 1)                                               sign the “Consent to Act as Director”
     not be registered except with the consent of the           1.   Must specify                                                                              in the form. Other directors can
     Registrar. You are reminded to conduct a search on              (a) Name of                                                                               either sign the Consent statement in
     the list containing these old company names at the                   company                                                                              the form or submit Form NC3
     Companies Registry’s Cyber Search Centre. The                   (b) Location of                                                                           “Consent to Act as First Director” not
                                                                          registered                                                                           later than 14 days after the
     hyperlink to the list is provided on the screen                      office will be                                                                       incorporation of the company
     displaying the company name search result.                           situated in                                                 3. The intended
                                                                          Hong Kong                                                      company name must
3.   A Chinese company name should use traditional                   (c) Objects of the All companies, other than those which            be the same as that
     Chinese characters, in “New Sai Ming” font (新細明                      company         have been granted licences under               stated in the Name
     體), that can be found in the Kang Xi Dictionary (康                                   section 21 of the Companies Ordinance          Clause of the
     熙字典) or Ci Hai Dictionary (辭海字典) and the                                             or those whose Memoranda are subject           Memorandum of
                                                                                          to requirements specified in or under          Association
     ISO 10646 international coding standard.                                             other enactment, are not required to        4. Must be signed by a
4.   In examining an intended name before the company                                     state their objects in their Memoranda         founder member
                                                                                          of Association                                 named in the form
     incorporation, the question of whether the name is              (d) The liability of
     “too like” that of a registered name will NOT form                   members is                                                           Notice to Business Registration Office (IRBR1)
     part of the Registrar’s consideration. You should                    limited
                                                                                                                                      1. Must indicate         Pursuant to section 5A of the Business
     consider carefully whether the intended name would              (e) Share capital                                                   whether a 3-year      Registration Ordinance, Chapter 310
     lead to a complaint as being “too like” an existing                  registered on                                                  Business              of the Laws of Hong Kong, any person
                                                                          incorporation                                                  Registration          who applies for incorporation of a
     company name, and the possibility that it may be                (f) Each member                                                     Certificate will be   company under the Companies
     subject to a change of name direction by the Registrar               will contribute                                                elected               Ordinance is deemed to have made a
     after incorporation.                                                 if company is                                                                        simultaneous application for business
                                                                          wound up                                                                             registration. IRBR1 together with the
5.   You are also reminded that it is in your interest to use        (g) Number of                                                                             appropriate business registration fee
     a name which does not conflict with a trademark and                  shares taken by                                                                      and levy must be submitted with the
     which is sufficiently distinguished from any other                   founder                                                                              incorporation documents.
     name appearing in the Registrar’s index of company                   member(s)
                                                                2.   Refer to the First
     names. You should also search the Trademark                     Schedule to the
     Register ( maintained by                                    Table B
                                                                     Companies                           Table B        Table C
                                                                                            (Note 2)
     the Intellectual Property Department. Not only                  Ordinance for
     would this reduce the risk of a direction being issued          forms
     by the Registrar to change your company name, the                           Articles of Association (Note 1)                     Notes:
     risk of an action for passing off or infringement of       1.   Paragraphs must be
                                                                     numbered                                                         1. The original memorandum and articles of association must
     trademarks could similarly be reduced.                          consecutively                                                       be signed by each founder member of the company. The
                                                                2.   Refer to the First                                                  copy delivered to the Companies Registry for registration,
6.   Company names containing words or expressions                                                                                       however, need not contain the signature(s) of the founder
                                                                     Schedule to the        Table A
     such as “Trust”, “Chamber of Commerce” etc. set                 Companies              (Part II)    Table A        Table C          member(s).
     out in the Companies (Specification of Names) Order                                                 (Part I)
                                                                     Ordinance for          (Note 2)
     under section 22B of the Companies Ordinance will               model forms                                                      2. Applications submitted online may adopt any one of the
                                                                                                                                         three models Memorandum and Articles of Association
     require prior approval from the Registrar.                 3.   Must include a                                                      provided at the e-Registry.
                                                                     Private Company

Shared By:
Description: Public Limited Company Articles of Incorporation document sample