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Shareholder rights in Hong Kong

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Every incorporated company in Hong Kong is required to have at least 1 or more registered shareholders. The shareholder(s) may or may not be a resident in Hong Kong. A shareholder may be a person or a legal entity, such as a company, liquidator, or sole proprietor.

Let’s discuss shareholder rights in Hong Kong for LTD companies. The issuing of new shares in a private limited incorporated company in Hong Kong involves:

  • The allotment of shares by company directors to particular persons.
  • The issuance of shares to these persons after their relevant particulars is entered into the company’s register of shareholders.
  • The allotment of other shares requires the prior approval of shareholders in the general meeting. Shareholders may give their approval concerning a particular allotment or in general. If not revoked earlier, the shareholder approval expires when the next general meeting takes place.
  • The return of allotment of shares must be filed within one month of allotment. This includes disclosing the names of members and their shareholdings. Beyond this time limit, the Registrar may not accept the same. The company must submit an application to the court for leave, allowing it to file the return beyond the time limit.

Shareholders rights in Hong Kong for LTD Companies

Private company shareholders in Hong Kong hold share certificates. A company can include specific rights of shareholders in its Articles of Association.

  • A shareholder is entitled to receive dividend when profits accrue.
  • After all debts have been paid off, a shareholder is entitled to receive the surplus of company assets that have been winded-off.
  • After all debts have been paid off, a shareholder is entitled to receive the surplus of company assets that have been winded-off.

Rights of shareholders

When more than one member jointly invests in a company, there are three classes of shares:

  • 100% Voting rights - Class ‘A’
  • 100% Dividend rights - Class ‘B’
  • 100% Capital rights - Class ‘C’

Different shareholders can “mix” and distribute the rights among different members.

Can the rights of shares be altered?

 

The Companies Ordinance gives shareholders of a class statutory protection against the alteration of their rights. However, some minority classes of voting or non-voting shares could be altered by the majority by passing a special resolution, calling for the alteration of the articles of association.

 

This is a variation of class rights that may vary according to the articles of association of a company.

  • The variation may be sanctioned in a special resolution passed at an extraordinary general meeting by a majority of voting shares.
  • The variation may be passed by a group of shareholders in writing. However, the issued shares must be three-quarters in nominal value.

Can shares be converted from one class to another?

 

There is no statutory provision to convert shares of one class to another. But if all shareholders give their consent to the conversion by passing a special resolution, it might still be possible. The consent of all shareholders is required because this might affect the rights of all shareholders. In Hong Kong, you may sell your existing shares to buy another class.

Right to dividends

Shareholders earn dividends as part of profit-sharing. However, when the company is out of profits, it cannot make any distribution to shareholders as per the Companies Ordinance. In that case, shareholders do not get dividends, which accrue only when the company makes a profit.

 

As far as dividend distribution is concerned, there may be variation from one private company to another. 

 

Are director(s) paid only dividends when profit accrues? What about the bonus?

 

Directors in a limited company in Hong Kong receive dividends when profits occur, apart from regular salaries. They also receive a bonus as a reward for their contribution and efforts for the company. Dividends are paid to shareholders in accordance with their respective rights unless there are special arrangements done by the company.

 

Taxes are incurred on dividends as investment income for shareholders. Ideally, tax rates for dividends are lower compared to other forms of income.

 

Hong Kong tax law defines dividends as the after-tax profits to be divided among shareholders. According to the tax law, wages, salaries, benefits, and bonus of directors are forms of company expenses. These transactions are deducted from the revenue before taxation while the dividend is calculated on the profit left after taxes.

  • A shareholder may be a company or an individual.
  • A shareholder may be a resident or national of any country.
  • Meetings of shareholders can take place anywhere across the globe.
  • If two or more persons own common shares in a private limited company in Hong Kong, they are considered one shareholder.
  • A shareholder must be above 18 years of age in Hong Kong in order to be eligible to hold shares. A shareholder must furnish all details of their name, address, and occupation to be included in the Companies Registry.

Right to assets

While shareholders of Hong Kong incorporated companies are entitled to receive dividend as part of profit sharing, they are also entitled to distribution of assets after the company is liquidated.

 

Shareholders of Hong Kong company must pay shares in full. They are required by the Hong Kong law to subscribe to the company shares. Their rights vary according to the types of their shares. This may also depend on any particularities included in the company’s constitution or Articles of Association.  In Hong Kong, shareholders’ personal liability depends on the extent of their shares in the company.

Right to make decisions

Shareholders are required to make or sanction certain decisions in a general meeting by passing an ordinary or special resolution. While a special resolution requires 75% majority, an ordinary resolution requires only a simple majority.

Right to appoint a proxy

One statutory right of a shareholder in a limited company in Hong Kong is to appoint a proxy on their behalf to attend and vote at any meeting they are entitled to attend. The proxy may or may not be a member. However, the shareholder must make a statement in this regard in the notice of all general meetings.

 

A Hong Kong incorporated company’s constitution or articles of association allow passage of resolutions by a written resolution duly signed by all shareholders. A meeting is not mandatory in this case.

 

When there is only one shareholder in a private company who makes a decision in a meeting of shareholders, it must be in the form of a written resolution or record. The resolution must be submitted to the company within 7 days.

 

All shareholders have a right to be treated fairly and equally as per the Hong Kong law.

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