| Date
| Context
| Summary of development
| Action
|
|---|
| -
| -
| The Administration commissioned a consultancy in late 1994 to conduct a comprehensive review of the Companies Ordinance (CO) with the objective to enable Hong Kong to respond to developments in the corporate world and to have a CO for the 21st century.
The consultancy study was completed in March 1997 followed by an 11-month public consultation which was concluded in March 1998.
|
|
| 2.6.97
| FA
| The Panel discussed the consultancy report entitled "Review of the Hong Kong Companies Ordinance". [Consultancy Report]
|
|
| 13.1.99
| ESC
| ESC endorsed the proposed creation of two permanent posts of one Administrative Officer Staff Grade B (D3) and one Administrative Officer Staff Grade C (D2) in the Financial Services Bureau of Government Secretariat to cope with the increasingly substantial and complex work in a wide range of policy areas, especially in respect of companies, insolvency, insurance, occupational retirement schemes and Mandatory Provident Fund schemes. [Paper]
|
|
| 5.2.99
| FC
| FC approved the commitment endorsed by ESC at the latter's meeting on 13.1.99. [Paper]
|
|
| 3/99
to
6/99
| BC
| At the meeting on 12.3.99, the House Committee (HC) agreed to set up a bills committee to scrutinize the Companies (Amendment) Bill 1999. [Minutes]
The objects of the Bill were to -
| provide merger relief to companies upon their mergers and reconstruction;
| | introduce a new procedure for deregistering solvent, defunct private companies;
| | remove the requirement to record and report the nationality of directors and secretaries; and
| | introduce some miscellaneous amendments.
| | | | |
The Bills Committee held 3 meetings. [Meeting schedule]
The Bills Committee reported its deliberations to HC on 4.6.99. [Minutes] [Report]
The Council passed the Bill on 23.6.99. [Hansard "page 76"]
|
|
| 1/00
to
6/00
| BC
| At the meeting on 21.1.00, HC agreed to set up a bills committee to scrutinize the Companies (Amendment) Bill 2000. [Minutes "page 3"]
The principal purpose of the Bill was to implement the recommendations of the Law Reform Commission of Hong Kong in its Report on Corporate Rescue and Insolvent Trading.
The Bill had also incorporated various recommendations of the Standing Commission on Company Law Reform (SCCLR), including -
| the passing of resolutions by unanimous consent of members of a company without general meetings under section 116B;
| | the repeal of section 228A on special procedure for voluntary winding up in case of inability to continue its business by a company;
| | the appointment of provisional liquidators by the Official Receiver in summary winding-up cases under section 194;
| | the filing requirements in respect of the first annual return by private companies under sections 107 and 109; and
| | the lowering of the threshold for the requisition for convening an extraordinary meeting by minority shareholders under section 113.
| | | | | |
The Bill also sought to rectify certain technical omissions and to streamline and update a number of provisions in the Ordinance.
The Bills Committee held 8 meetings. [Meeting schedule]
The Bills Committee reported its deliberation to HC on 9.6.00. The Bills Committee had decided not to proceed with the examination of the corporate rescue and insolvent trading proposals as views from various professional bodies were only available in mid/late April 2000 and their submissions contained substantive comments on and criticisms of the proposals. [Minutes "page 13"] [Report]
The Council passed the Bill on 21.6.00. [Hansard "page 181" ]
|
|
| 2/00
| -
| The Administration published "The Report of the Standing Committee on Company Law Reform on the Recommendations of a Consultancy Report of the Review of the Hong Kong Companies Ordinance". [Report]
|
|
| 5.2.01
| FA
| The Panel discussed the results of the Administration's consultation on the proposal by the Bills Committee on Companies (Amendment) Bill 2000 of providing flexibility to the requirement that a company should first settle all outstanding arrears in wages and other statutory entitlements owed to its employees before undergoing corporate rescue.
Having regard to objections raised by the Protection of Wages on Insolvency Fund Board and the Labour Advisory Board, the Administration decided -
| not to pursue the proposal put forward by the Bills Committee; and
| | maintain the original proposal of requiring a company to settle all outstanding debts and liabilities owed to its employees before commencement of the rescue procedures.
| | |
[Paper]
|
|
| 7.3.01
| FA
| The Panel discussed the Administration's paper on proposed amendments to CO to facilitate preparation of summary financial statements by listed companies for their shareholders. [Paper] [Follow-up paper]
(Note: The proposed amendments were subsequently included in the Companies (Amendment) Bill 2001.)
|
|
| 29.3.01
| FA
| The Panel discussed the Administration's paper on proposed amendments to CO as recommended by SCCLR to streamline existing requirements and facilitate electronic communications between companies and shareholders. On the basis of the SCCLR's recommendations, the Administration had identified a total of 62 items for legislative amendments or further study. These items were divided into four phases for implementation. Phase I involved amendments to specific sections of CO. Phases II and III involved areas for further study and consultation. Phase IV involves an overhaul of CO. [Paper]
(Note: The proposed amendments were subsequently included in the Companies (Amendment) Bill 2002, 2003 and 2004.)
|
|
|
5/01
to
6/04
| BC
| At the meeting on 25.5.01, HC agreed to set up a bills committee to scrutinize the Companies (Corporate Rescue) Bill. The Bill contained legislative proposal which was previously introduced into the Legislative Council as part of the Companies (Amendment) Bill 2000. [Minutes "page 5"]
The Bills Committee held 5 meetings. [Meeting schedules]
The Bills Committee reported its deliberations to HC on 7.12.01. The Bills Committee supported the concept of corporate rescue, but had doubts about the proposed requirement that before the commencement of the corporate rescue procedure, either all outstanding wages and liabilities of employees had to be paid, or sufficient funds must be provided for in a trust account for the purpose. The Bills Committee therefore decided that the scrutiny of the Bill should be held in abeyance to allow time for the Administration to conduct consultation on, and work out the details of, a new proposal. [Minutes "page 10"]
To address the Bills Committee's concern, the Administration worked out a new proposal under which the sum payable under the trust account to each employee would be capped at the maximum overall amount payable by the Protection of Wages on Insolvency Fund to an employee upon the winding up of a company. In September 2003, the Administration issued the Consultation Paper on Proposals relating to the Trust Account Arrangement under the Companies (Corporate Rescue) Bill to seek views from relevant parties. [Consultation paper]
In June 2004, the Administration reported the outcome of the consultation to the Bills Committee in writing. In view of the majority support for the proposals relating to the trust account arrangement, the Administration was working on the possible changes to the Bill to put in place the proposals. Given the complexity of the proposals involved, the Administration did not propose that the Bills Committee be reactivated to continue its scrutiny of the Bill in the second term of the LegCo. [Paper]
The Chairman of the Bills Committee made a verbal report to HC on 25.6.04. [Minutes "page 14"]
|
|
|
6/01
to
10/01
| BC
| The Administration introduced the Companies (Amendment) Bill 2001 to the Council on 6.6.01. The main object of the Bill was to amend CO to enable a listed company incorporated in Hong Kong to send a copy of a summary financial report in place of a copy of the financial documents required to be laid before the company in its general meeting to a shareholder, debenture holder or any other person entitled to be sent such financial documents. [Relevant papers of the Bill]
The Council passed the Bill on 31.10.01. [Hansard "page 97"]
|
|
|
2/02
to
7/03
| BC
| At the meeting on 1.2.02, HC agreed to set up a bills committee to scrutinize the Companies (Amendment) Bill 2002. [Minutes "page 6"]
The Bill sought to implement 17 recommendations of SCCLR in relation to the rights of shareholders and duties of directors by -
| enforcing terms of memorandum and articles of association;
| | reducing threshold for shareholders' proposals;
| | removing directors by ordinary resolution;
| | repealing right to resort to court under section 8 of the Ordinance;
| | making directors vicariously liable for acts and omissions of their alternates;
| | providing a statutory definition of "shadow director";
| | allowing companies to indemnify officers and auditors;
| | allowing companies to insure directors and officers; and
| | extending the statutory provisions to cover in generic terms provision of financial assistance to directors.
| | | | | | | | | |
The Bill also sought to make certain technical amendments to replace the filing requirements of statutory declarations or affidavits processed by the Companies Registry with written statements; simplify the paper work in relation to incorporation of company, change of company name and other filing requirements; streamline and improve the charge registration system; and amend the winding-up provisions.
The Bills Committee held 26 meetings. [Meeting schedule]
The Bills Committee reported its deliberations to HC on 20.6.03. [Minute "page 15"] [Report].
The Council passed the Bill on 2.7.03. [Hansard "page 165"]
|
|
| 4.2.02
| FA
| The Panel discussed the Administration's proposal on the reform of the registration system for overseas companies to pursue the recommendation in the Consultancy Report on the Review of the Hong Kong Companies Ordinance of simplifying filing requirements for registration as a foreign company. [Paper]
(Note: The proposed amendments were subsequently incorporated in the Companies (Amendment) Bill 2003.)
|
|
| 7.4.03
| FA
| The Panel discussed the Administration's paper on proposed amendments to CO to be included in the Companies (Amendment) Bill 2003. [Paper]
|
|
|
6/03
to
7/04
| BC
| At the meeting on 27.6.03, HC agreed to set up a bills committee to scrutinize the Companies (Amendment) Bill 2003. [Minutes "page 5"]
The Bill contained 4 main groups of legislative amendments set out in Schedules 1 to 4 of the Bill as follows -
| Schedule 1 - Amendments to CO relating to prospectuses
| | Schedule 2 - Amendments to CO relating to group accounts
| | Schedule 3 - Amendments to CO relating to oversea companies
| | Schedule 4 - Amendments to CO relating to shareholders' remedies
| | | | |
The Bills Committee held 30 meetings. [Meeting schedules]
The Bills Committee on Companies (Amendment) Bill 2003 reported its deliberations to HC on 18.6.04. The Bills Committee agreed with the Administration's proposal to delete Schedule 2 and the related consequential amendments from the Bill. [Minutes "page 9"] [Report]
The Council passed the Bill on 9.7.04. [Hansard "page 46"]
|
|
| 5.7.04
| FA
| The Panel discussed the Administration's paper on the progress of the overall review of CO. [Paper]
The Administration pointed out that it was timely to start rewriting CO rather than amending it in a "piecemeal" fashion. The Administration planned to commence the exercise in early 2005.
|
|
| 10/04 to 6/05
| BC
| At the meeting on 15.10.04, HC agreed to set up a bills committee to scrutinize the Companies (Amendment) Bill 2004. The proposed legislative amendments in the Bill were originally contained in Schedule 2 of the Companies (Amendment) Bill 2003. [Minutes "page 6"]
The Bills Committee held 11 meetings. [Bills Committee on Companies (Amendment) Bill 2004]
The Bills Committee reported its deliberations to the House Committee on 10 June 2005. [Report]
The Council passed the Bill on 29.6.05. [Hansard "Page 161"]
|
|
| 3.1.05
| FA
| The Administration briefed the Panel on its proposal to restructure the filing fees for non-Hong Kong companies and to introduce a new service of the additional issue of certificates of registration in relation to such companies. The proposals would be effected through amendments to the Eighth Schedule to CO (Cap. 32).
The fees proposals, together with the relevant provisions in the Amendment Ordinance 2004, were planned to come into effect in the latter half of 2005, in order to tie in with the completion of the necessary modifications to the Companies Registry's information system. [Paper]
| A
|
| 4.7.05
| FA
| The Administration briefed the Panel on its latest thinking on the possible framework for taking forward the exercise to rewrite the CO.
Members noted the Administration's tentative timetable to commence the exercise in early 2006, issue the White Bill for consultation in mid-2009, and introduce the new Companies Bill into the LegCo in 2010.
Members urged the Administration to ensure cost-effectiveness in implementing the exercise and critically review the need for the creation of new directorate posts in finalizing the staffing requirements for the exercise. The Administration undertook to consult the Panel on the finalized staffing requirements proposal before seeking the Finance Committee's approval by the end of 2005. [Paper] [Background Brief]
|
|
| 7.11.05
| FA
| The Administration briefed the Panel on the staffing requirements, in particular the need to create four supernumerary directorate posts (two in the Financial Services and the Treasury Bureau (Financial Services Branch), and one each in the Companies Registry and the Department of Justice to undertake the rewrite of the CO. [Paper] [Background Brief]
While expressing support for the Administration's proposal of rewriting the CO, some members have raised concerns about the estimated cost of $79 million to $101 million for the rewrite exercise, in particular the staffing requirements including the creation of four directorate and ten non-directorate posts.
The Administration will submit the staffing proposal to the Establishment Subcommittee and the Finance Committee at their meetings in December 2005 and January 2006 respectively.
|
|
| 16.10.06
| FA
| At the meeting when the Panel discussed the policy initiatives of the Financial Services and the Treasury Bureau featuring in the Chief Executive's 2006-2007 Policy Address, members requested the Administration to provide the Panel with the progress of the exercise to rewrite the CO, including the work plan and timeframe of the exercise, the financial resources allocated, expenditure incurred and the number and rank of posts created for the exercise.
[Follow-up paper]
|
|
| 7.5.07
| FA
| The Administration briefed the Panel on the updated progress of the CO rewrite exercise.
[Paper]
Booklet on Rewrite of the Companies Ordinance - Consultation Paper on "Accounting and Auditing Provisions"
[Background brief]
|
|
| 26.2.09
| FA
| The Administration briefed the Panel on progress update on the CO rewrite exercise.
[Paper]
[Background brief]
|
|
| 11.6.09
| FA
| The Administration briefed the Panel on the legislative proposals to provide for electronic incorporation and filing of documents, ahead of the rewrite of Companies Ordinance. The Administration planned to include the proposed amendments in the Companies (Amendment) Bill 2009 and the Business Registration (Amendment) Bill 2009.
[Paper]
[Background brief]
|
|
| 4.1.10
| FA
| The Administration briefed the Panel on the latest progress of the rewrite and the public consultation on the draft Companies Bill.
[Paper]
[Administration's consultation paper on first phase consultation on draft Companies Bill]
[Update background brief]
|
|
The Standing Committee on Company Law Reform - Reports and Consultation Papers:
