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Important notice to customers:
Your responsibilities and obligations

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This notice summarises the regulatory requirements and obligations of the company and its officers. Please read carefully and take note of the timeline. Please notify Sleek in respect of any changes to your company accordingly. 

 

Sleek as a TCSP licensee and providing company services to your company has to fulfil its obligation to comply with the TCSP licence requirements. It is vital for Sleek to receive your update in a timely manner. Hence, your cooperation is much appreciated. 

Obligations of a company

A company is a separate legal entity, that is, it is a legal person in its own right and separate from its owners. The benefit of limited liability through operating as a limited company also brings with it obligations in so much as the company must comply with the various provisions in the Companies Ordinance (Cap. 622).

 

These obligations include the timely disclosure and reporting of specified information about the company, its officers and shareholders, etc. and any changes in such information to the Registrar of Companies so that members of the public can have ready access to the latest information of the company kept by the Registrar of Companies.

Obligations as officers of a company

Every officer of a company, including its director(s), company secretary or manager, has the responsibility to ensure that the company has complied with all the provisions of the Companies Ordinance. A company failing to comply with the requirements of the Ordinance would render the company and every responsible person of the company liable to prosecution and, if convicted, default fines.

 

The Companies Registry has issued ‘A Guide on Directors’ Duties’ which outlines the general principles that a director should observe in performing his duties and exercising his powers. All directors should read these guidelines.

 

The following table sets out the list of changes/updates that you have to notify Sleek and the prescribed timeline, if any.  The list is not exhaustive. If you are in doubt about the nature of your responsibilities and obligations as an officer of a company, please contact Sleek for professional advice.

Types of Changes/Updates

Prescribed Time for notification to Authority1

            Remarks

 

Director / Secretary 

– appointment / resignation

 

Within 15 days after the appointment or cessation (sections 645 & 652)

  • A private company must have at least one director who is a natural person and one company secretary.  The sole director cannot be the company secretary of the company.
  • If default is made in delivering the prescribed form, the maximum penalty is HK$25,000 for each breach together with a daily default fine of HK$700.

 

Director / Secretary

– change of particulars

 

Within 15 days after the change of particulars (sections 645 & 652)

  • If default is made in delivering the prescribed form, the maximum penalty is HK$25,000 for each breach together with a daily default fine of HK$700.

 

Shareholder 

– allotment

 

Within one month after an allotment of shares (section 142)

  • If default is made in delivering the prescribed form, the maximum penalty is HK$25,000 for each breach together with a daily default fine of HK$700.

 

Shareholder 

– transfer of shares

 

ASAP and preferably before the share transfer takes place

  • Late stamping penalty applies to stamping of transfer instruments not within the timeline specified by the Collector of Inland Revenue.

 

Shareholder 

– change of particulars

 

ASAP

  • Changes would be reflected in the upcoming Annual Return 
  • Sleek has to update the Register of Members

 

Ultimate beneficial owner 

– change / change of particulars

 

ASAP

Reporting to authority is not required

  • Sleek has to conduct KYC check on any new beneficial owner and to satisfactorily compliant before on-boarding any UBO.

 

Significant Controller 

– change / change of particulars

 

ASAP

Reporting to authority is not required

  • Any change has to be updated in the Significant Controllers Register (“SCR”) within 7 days after the particulars are confirmed.
  • Sleek has to conduct KYC check on any new significant controller and to satisfactorily compliant before updating the SCR.

 

Registered Office 

– change

 

Within 15 days after the change (section 658)

  • A company must have a registered office in HK.
  • If default is made in delivering the prescribed form, the maximum penalty is HK$50,000 for each breach together with a daily default fine of HK$1,000.

 

Business nature/scope

– significant change

 

ASAP

Reporting to authority is not required

  • Any change may affect the risk rating of the Company

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