It is possible to set up a company in Hong Kong online. After opening a business in Hong Kong or during the running and management of the company, a share certificate is given to a shareholder as proof of share for a member of the company in the absence of contrary evidence. If due to some circumstances the share certificates is lost then the eligible person can apply to the company for a new certificate by following procedures and regulations as mentioned in New Companies Ordinance. In this article we are going to have a deeper look at some of these regulations. These regulations also apply if you have set up a company in Hong Kong online.
The application sent to the company should be in the specified form and clearly describing the following points:
A declaration stating that:
- The Original certificate is lost.
- What was the last time at which the person had possession of the certificate.
- How the person ceased to have the possession of it.
- Was there any transfer done in respect of the shares?
- Clarification that in the register of members of the company, no other person name is entitled in respect to the share whose certificate has been lost.
Requirement of Publication
After the application is sent to the company for a new certificate, the limited company must publish a notice. It should be in a specified form and must be published in company’s website and also in the Gazette if the person making the application is not the registered shareholder or the current or latest value of the share exceeds $200,000. The latest value of the share refers to the value of the shares which is calculated at the latest measured price paid for shares by the company for the same class at the stock market before making of the application for the new certificate
Before publishing the notice in gazette there are few steps that the limited company needs to complete. The company must deliver a copy of publication to the stock market where this share concerns. After receiving the copy of notice the exchange company must exhibit the notice in a visible place on the area on which the stock market operates or upload that notice in their official website. The notice must be placed for a period of one month if it is not required to be published in gazette and a period of three months if it is required to be published in gazette. The limited company than receive the certificate from the exchange company that the notice has been placed. After completing these steps, gazette notice must be published after one month from the time when the notice was published in company’s website.
If the application for the new share certificate is made from a person who is not an official holder of the share and does not have the real shareholders contest to send the application, then the listed company must send a copy of the notice to the registered holder of the share, by finding his home or working address from the register of members of the company and should not publish the notice until three is at least 3 months after the day on which the copy was served.
Requirements before Issuing a Certificate
The limited company can issue the certificate only if the following conditions are fulfilled: (this is the same if your have set up a company in Fong Kong online).
- A notice has been published under the company’s website for a period of one month if the person requesting the certificate is the recognized holder of share.
- A notice has been published on the company’s website for a period of 3 months and published in the gazette according to the criteria as mentioned above.
- No claim is received in respect to the share by the company.
The limited company must cancel the previous certificate and record the issuing of new certificate and cancellation of previous one in the register of the members of the company.
Notice of Issuing a new Certificate
When the certificate is issued by the company a public notice must be send in a specified form. A copy of the certificate must be sent to the exchange company where the shares concerned, within 14 days from the day of issue of the new certificate. Also within 14 day’s time frame, the company must publish the notice on their website for a period of 7 days. If previously the notice was published in the gazette at the time of issuing the new certificate, a notice must also be published in the gazette.
Failure of publishing notice as stated above, then the company and every individual responsible for this will commit an offence and are liable to fine of level 3 and continuing offence will result in a fine of $300 daily.
Expenses of new Certificate
The person who has sent the application for new certificate will be responsible for all the expenses made while completing all the process of making new certificate. A company can stop dealing with the applicant if he fails to deliver the expenses or there is no clarification that whether the person will pay for all charges.
Court order for Rectification of Register
The court has the power to make decisions under the section 633 in favour of a person who is claiming to be entitled of the share against the person who is currently entitled to be the shareholder or the person whose name is currently present in register of members only if the person in not the genuine purchaser of the share.
A payment of damages must not be ordered by the court, otherwise the company is not liable of any damage caused by the issue of new certificate or cancellation of it.