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Company no:

 #######

 

 

COMPANIES ORDINANCE

(Chapter 622)

 

Special RESOLUTION

OF

JKL LIMITED

(“the Company”)

 

 

Passed on DDth day of MMMM, 20XX

 

 

 

By a written resolution signed by all the Members of the Company on DD MMM 20XX, the following resolution was duly passed as Special Resolution:-

 

 

THAT the Company will not prepare a Business Review in the Directors’ Report for the financial year ending DD MMMM YYYY and every subsequent financial year as required by the Schedule 5 to the Companies Ordinance.

 

 

 

 

ASD

Member

 

 

GHJ

Member

asked by (8.2k points)

4 Answers

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Relevant Company Ordinance (Cap. 622) clauses (extra only):

Section: 388 

Heading: Directors must prepare directors' report

(1) A company’s directors must prepare for each financial year a report that—

  • (a) complies with sections 390 and 543(2) and Schedule 5;
    (b) contains the information prescribed by the Regulation; and
    (c) complies with other requirements prescribed by the Regulation.

(2) Despite subsection (1), if the company is a holding company in a financial year, and the directors prepare annual consolidated financial statements for the financial year, the directors must instead prepare for the financial year a consolidated report that—

  • (a) complies with sections 390 and 543(2) and Schedule 5;
    (b) contains the information prescribed by the Regulation; and
    (c) complies with other requirements prescribed by the Regulation.

(3) Subsection (1) or (2) does not require the directors’ report for a financial year to comply with Schedule 5 if—

  • (a) the company falls within the reporting exemption for the financial year;
    (b) the company is a wholly owned subsidiary of another body corporate in the financial year; or
    (c) the company is a private company that does not fall within the reporting exemption for the financial year, and a special resolution is passed by the members to the effect that the company is not to prepare a business review required by that Schedule for the financial year.

(4) A resolution for the purposes of subsection (3)(c)—

  • (a) may be passed in relation to—
    • (i) a financial year; or
      (ii) a financial year and every subsequent financial year;
    (b) must be passed at least 6 months before the end of the financial year to which the directors’ report relates; and
    (c) may only be revoked by a special resolution.

(5) Subsections (1), (2) and (3) have effect subject to section 389. 

answered by (8.2k points)
0 votes

Relevant Company Ordinance (Cap. 622) clauses (extra only):

Section: 359

Heading: Company falling within reporting exemption

(1) For the purposes of this Part, a company falls within the reporting exemption for a financial year—

  • (a) if—
    • (i) it is qualified as a small private company or small guarantee company for the financial year; and
      (ii) it is not a company specified in subsection (4) at any time during the financial year;
    (b) if—
    • (i) it is a private company at all times, and is not a company specified in subsection (4) at any time, during the financial year;
      (ii) it does not have any subsidiary and is not a subsidiary of another company; and
      (iii) all members of the company agree in writing that the company is to fall within the reporting exemption for the financial year only; or
    (c) if—
    • (i) it is a private company at all times, and is not a company specified in subsection (4) at any time, during the financial year;
      (ii) it is qualified as an eligible private company for the financial year; and
      (iii) the conditions specified in section 360(1) are satisfied.

(2) For the purposes of this Part, a company also falls within the reporting exemption for a financial year if—

  • (a) it is a private company at all times, and is not a company specified in subsection (4) at any time, during the financial year;
    (b) it is the holding company of a group of companies, of which no member is a company specified in subsection (4) at any time during the financial year; and
    (c) the group of companies—
    • (i) is qualified as a group of small private companies for the financial year; or
      (ii) is qualified as a group of eligible private companies for the financial year and the conditions specified in section 360(2) are satisfied.

(3) For the purposes of this Part, a company also falls within the reporting exemption for a financial year if—

  • (a) it is a company limited by guarantee at all times, and is not a company specified in subsection (4) at any time, during the financial year;
    (b) it is the holding company of a group of companies, of which no member is a company specified in subsection (4) at any time during the financial year; and
    (c) the group of companies is qualified as a group of small guarantee companies for the financial year.

(4) The company specified for the purposes of subsections (1), (2) and (3) is—

  • (a) one that carries on any banking business and holds a valid banking licence granted under the Banking Ordinance (Cap 155);
    (b) one that is a corporation licensed under Part V of the Securities and Futures Ordinance (Cap 571) to carry on a business in any regulated activity within the meaning of that Ordinance; or
    (c) one that—
    • (i) carries on any insurance business otherwise than solely as an agent; or
      (ii) accepts, by way of trade or business (other than banking business), loans of money at interest or repayable at a premium, otherwise than on terms involving the issue of debentures or other securities.

 

answered by (8.2k points)
0 votes

The resolution need to be filed to CR.

Please refer to Point 9 of following topic:

http://www.hkaudit.net/?qa=144/company-secretary-practical-miscellaneous-points-summary

answered by (8.2k points)
0 votes
answered by (8.2k points)
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