NEWS

新香港《公司条例》

2014年3月

新《公司条例》(香港法例第622章)(下称“新条例”)自2014年3月3日起开始实施。

新条例旨在加強企业管治,确立更完善的制度,促进商业发展及適時的法例。此项新条例所引入的修改和提案涉及范围广泛,不但影响香港注册的公司,还影响其股东、董事、债权人和投资者。

众多提案的关键点之一是所有私人公司必须擁有至少一位自然人作为董事,以增强透明度和责任性的新要求。现有的公司将在新条例实施日后享有六个月的宽限期来遵守新的要求。新董事的任命必须在15天内,以指定的形式向公司注册处申报。

有关其他主要修改及新条例引入的提案,请瀏覽香港公司注册处

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新的香港商业登记证费用

2014年3月

香港商业登记证费用将由2014年4月1日起更改为2,250港币(一年证)和5,950港币(三年证)。

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Seychelles International Business Companies (Amendment) Act 2013

The International Business Companies (Amendment) Act 2013 (the “Amendments”) came into force on 16 December 2013. Below we set out a summary of the Amendments.

1.     ABOLITION OF BEARER SHARES

1.1

An International Business Company “IBC” shall not issue any bearer shares on or after 16 December 2013 and shall recall and cancel any issued bearer shares by 16 June 2014 and to issue registered shares in substitution for the cancelled bearer shares.

1.2

Any bearer shares which have not been recalled and cancelled by 16 June 2014 shall thereafter be null and void.

2.     LODGING OF AN ANNUAL RETURN WITH REGISTERED AGENT

2.1

Every IBC, whether incorporated before or after the Amendments, shall by

31 December of each year furnish to its Seychelles Registered Agent a return in the form of a written declaration (the “Annual Return”) that:

(a)   the company is keeping accounting records in accordance with the IBC Act and that such records can be made available through its registered agent; and

(b)   the company’s Share Register (register of members) located at the Seychelles registered office is complete and up-to-date.

2.2

The ‘first’ Annual Return is to be provided by each IBC to its Registered Agent by 31 December 2014.

2.3

An IBC that contravenes the requirement to furnish the Return to its Registered Agent by 31 December each year shall be liable to a penalty of US$100 and to an additional penalty of US$25 for each day during which the contravention continues. A director of an IBC who knowingly permits the contravention shall also be liable for a penalty of US$100 and an additional penalty of US$25 for each day during which a contravention continues.

3.     LOCATION OF IBC SHARE REGISTER

3.1 An IBC must keep a copy of its Share Register (register of members) at its registered office in Seychelles. The Share Register may be in electronic or other data storage form (i.e. a PDF or Word copy is sufficient).
3.2 An IBC that contravenes the above requirements shall be liable to a penalty of US$100 and an additional penalty of US$25 for each day that the contravention continues. A director of an IBC who knowingly permits the contravention is also liable for a penalty of US$100 and an additional penalty of US$25 for each day that the contravention continues.

 4.     PENALTIES FOR BREACHING THE ACCOUNTING RECORDS REQUIREMENTS

4.1 The Amendments increase the penalties imposed on an IBC and its directors for non-compliance with its account record-keeping requirements.
4.2 Under the Amendments, the penalty now payable by an IBC for contravention of the account record-keeping requirements is US$100 and an additional penalty of US$25 for each day during which a contravention continues. A director of an IBC who knowingly permits the contravention is also liable for a penalty of US$100 and an additional penalty of US$25 for each day during which a contravention continues.

5.     STRIKING OFF PROVISIONS

The Amendments add two provisions where the company may be struck off the Register by the Registrar if the company fails to comply with a request for information from the Seychelles Revenue Commission or fails to pay any penalty imposed by the Registrar under the Act.

 

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