Companies Registry

The Companies Registry administers and enforces certain sections of the
Companies Ordinance. It incorporates local companies, registers overseas
companies, registers documents required to be submitted by registered
companies and provides facilities for the search of company records. It
also administers and enforces several other ordinances including the
Trustee Ordinance, in so far as it relates to trust companies, the
Registered Trustees Incorporation Ordinance and the Limited Partnerships
Ordinance.

Since 1993, the Companies Registry has operated as a trading fund
department. As a trading fund, the registry can keep part of its income
and apply it flexibly, having regard to its needs, business turnover and its
customers' demands and expectations. The 1996/97 financial year was the
first year that the registry was able to meet its target rate of return, set at
10 per cent. The surplus reached a record high of $67 million, largely due
to the significant increase in the number of company incorporations.

During the year, the registry continued to improve the quality of services
delivered. In February 1997, public search services were improved by
merging the ordinary search (searching the records of two to 10
companies) and the bulk search (searching the records of more than 10
companies) services to achieve a more effective and satisfactory service.
At the same time, restrictions on the number of companies whose records
could be searched on each occasion for ordinary search were removed.
Several multi-purpose counters were set up to provide a one-stop shop
for customers applying for and collecting microfilm. The registry
launched its home page on the Internet in July 1997 and was designing an
Interactive Voice Response System, scheduled to be introduced in 1998,
to handle general telephone inquiries.

One of the registry's long-term objectives is to provide direct on-line
access to the records it maintains. A project to expand the database to
include key data on more than 479 000 registered companies, which
began in the middle of 1996 with a view to making relevant information
available for on-line search by customers through terminals in their
offices, is well under way. It is scheduled for completion in 1998. A
smaller scale on-line service providing the company name and document
indices was launched by the registry's agent through the Internet in July
1997. The registry is also considering changing the medium of document
storage to optical disk from microfiche, which is a labour-intensive mode
of technology.

The Standing Committee on Company Law Reform, established in 1984,
continued to meet regularly to consider amendments to the Companies
Ordinance, consistent with the needs of the public and the commercial
sectors. An overall review of the Companies Ordinance, commenced by a
specially appointed consultant in January 1995, was completed. The
Consultant's Report was launched for public consultation in May 1997.

In the course of the year, major amendments were made to the
Companies Ordinance regarding the filing of information with the registry.
The Companies (Amendment) Ordinance 1997, which was implemented
on February 10, 1997, de-regulated the statutory forms under the
Companies Ordinance and, at the same time, the most commonly used
forms were replaced with new bilingual and more user-friendly specified
forms. The ordinance also abolished the ultra vires rule, thereby relieving
companies of the need to state lengthy objects clauses in their
memorandum and articles. On the same date, the new Chinese-language
provisions in the Companies (Amendment) Ordinance 1995 were also
implemented, and information may now be filed with the registry in
Chinese or English or both. In parallel with the filing of information in
Chinese, the registry's computer system for search services was also
enhanced during the year in order to provide search functions in Chinese.

Under section 290A of the Companies Ordinance, the Registrar of
Companies is empowered to de-register a company if it has, for two
consecutive years or more, failed to submit its annual return. In order to
remove defunct companies from the register and encourage companies to
comply with the requirement to submit annual returns, the registry has,
since March 1994, systematically examined companies on the register
with a view to striking off those which have failed to comply with the
provisions of section 290A. At the end of 1997, a total of 484 163
companies had been so examined, 101 248 had been identified for action
under section 290A and 82 366 had been de-registered.

In 1997, 49 275 new companies were incorporated. On incorporation
under the Companies Ordinance, a local company pays a registration fee
of $1,425 and a lodgement fee of $295 plus $3 for every $1,000 of
nominal capital. During the year the nominal capital of new companies
registered totalled $6.91 billion and 6 953 companies had increased their
nominal capital by amounts totalling $72.51 billion. At the end of the year,
474 517 local companies were on the register, compared with 483 181 in
1996.

Companies incorporated overseas must register certain documents with
the registry within one month of establishing a place of business in Hong
Kong. A registration fee of $1,425, a lodgement fee of $295 and some
incidental filing fees are payable in such cases. During 1997, 713 of these
were registered. At the end of the year, 5 067 companies were registered
from 76 countries, including 1 359 from the British Virgin Islands, 822
from the USA, 478 from Bermuda, 414 from the UK, and 368 from
Japan.

[Back] [Forward]