Manivest Asia Seminar 2014
“The Practitioners’ Guide to the New Companies Ordinance”
11 Feb 2014 - Hong Kong

This is a re-run of the August 2013 seminar held by Manivest with new elements added after the subsidiary legislations were approved by the Legislative Council.
The new Companies Ordinance (Cap. 622) will take effect on 3rd March 2014. 12 subsidiary legislations have been approved.  Almost all discussions on this new piece of voluminous legislation relates to the major “big” changes – for example, no par value shares, no court procedure for reduction of capital etc.  However, there are various “minor” amendments which will have direct impacts on your clients’ companies and hence your day to day work.
As a practitioner in company secretarial matters, it will be a mistake if you follow the logic of the old Companies Ordinance in interpreting the new Companies Ordinance.  The new Companies Ordinance is, indeed more than a “rewrite” of the old Companies Ordinance. It has introduced a new way of administrating a company under the new Companies Ordinance.
You may be surprised by the answers to following questions – the answers can be found in the new Companies Ordinance if you read it closely:

1. Are you a “responsible person”? What are the liabilities of a company secretary – will the liabilities of a company secretary be more in the new Companies Ordinance? Can you limit your liabilities if you use a corporation to act as a company secretary?
2. Can clients issue nil-paid shares under the new Companies Ordinance? Can the company buy back partially paid shares?
3. Can the Registrar refuse to register documents filed to the Companies Registry? Can clients file documents to the Companies Registry out of time? What will be the consequence of late filing?
4. How does a company execute a deed if the company does not have a seal?

And, if you want to know more:

1. What is the time limit for the circulation of written resolution of the board of directors?
2. The new company limited by guarantee management regime
3. How the new criminal liabilities of the Auditor will affect the preparations of audited accounts
4. How can clients make use of the new “no par value shares” regime? What are the differences in practice, between shares with par value and no-par value? What happens when the concept of authorized capital is abolished? How to make use of the provisions to create new classes of shares to suit your client’s needs?
5. The procedure for deregistration and dormancy under new regime – what are the opportunities and pitfalls?
6. How the new procedures for issuing share certificates, allotting shares, transferring and transmission of shares differ from the old regime, and what are the traps for those unwary?
7. How much freedom a company can enjoy in managing its affairs by having tailor-made Articles under the new regime?
8. What are the rules of meeting / passing resolutions under the new regime? What is permitted can be done and what is not? Is it true that the involvement of the company secretary will dwindle under the new regime? Do the simplified procedures (for example, establishment of a company, no annual meeting) mean that company secretaries have less to do?
9. And much more…

Target Audience

The seminar aims to provide essential information for practitioners in company secretarial practice to understand and manoeuver their way through the 921 sections of the new Companies Ordinance.  A useful comparison table between the old and new Companies Ordinance will be distributed to the attendees.

Manivest Asia

Manivest is a corporate services advisory group based in the Greater China region.  We specialize in developing sophisticated solutions for clients’ corporate structures and business operations. We provide services including corporate structural planning and insolvencies.
The Manivest Group was established in 1987, with offices in Hong Kong, Shanghai, Hangzhou and Macao.

Special Note:

1. Please fill in the application form and sent back by fax at (852) 2537-5218 or by email at AmandaWong@manivestasia.com , or you can simply send back your name card.
2. There are 50 seats available and attendees will be registered in first come first serve basis.
3. After receiving the application form, Manivest Asia will confirm application by call and email.
4. Should you have any enquiries, please feel free to contact Ms. Amanda Wong or Mr. Franco Lo at (852) 2992-2204 or (852) 2992 – 2234.

                                                                                                                                                      
Payment Instructions:

1. Payment by Cheque - To pay by cheque, please draw it in favour of MANIVEST ASIA LIMITED and send to the following address: Room 11, 5/F, Block 1, Silvercord Centre, 30 Canton Road, Tsimshatsui, Kowloon, Hong Kong.  Please also write down the debit note number at the back of the cheque
2. Payment by Tele- Transfer - To pay by tele- transfer directly to our bank account in Hong Kong, please transfer to:

Bankers Details	:		Standard Chartered Bank (Hong Kong ) Ltd. Great Eagle Centre Branch, Shop 113, 1/F., Great Eagle Centre, Wanchai, Hong Kong
Account Name	:		Manivest Asia Limited
Account Number	:	HKD	003-580-0-022686-1
		USD	003-580-0-022688-8
SWIFT Code	:		SCBLHKHHXXX

    3.  Payment by Credit Card – Please contact us if you want to pay by Visa credit card.