Please download the program and update your CSA Expert to the latest version. (please call to get your password)

Transcription

1 I n additional to the new forms for company incorporation or registration (NNC1, NNC1G, NNC3) and deregistration (NDR1) that has be delivered in the previous versions, CSA Expert adds 17 new C/R specified forms to the system. DOWNLOAD AND UPDATE Please download the program and update your CSA Expert to the latest version. URL File size Password or visit choose CSA > Download Center > Expert (under Program Update) 35Mb (approx.) (please call to get your password) CONTENTS A. CONVERSION OF COMPANY TYPES... 2 B. ANNUAL RETURN... 2 C. LOCATION OF REGISTERS... 2 D. MORTGAGE OR CHARGE... 3 E. CHANGES OF OFFICERS... 3 F. ENTITY CHANGE PARTICULARS... 3 G. ALLOTMENT OF NEW SHARES... 4 H. COMMON SYSTEM SETTINGS... 4 I. SUSPEND E-FORM UNTIL JULY/AUGUST P & L Associates Page 1 of 5

2 MAJOR UPDATES A. Conversion of Company Types New Form NNC1 Incorporation Form (Company Limited by Shares) NNC1G Incorporation Form (Company Not Limited by Shares) NAR1 New CO Sec. 7, 8, 9, 10 Annual Return Under the New Companies Ordinance (Cap.622) ( the New CO ), the types of company that can be formed are different from the predecessor Companies Ordinance (Cap.32). Some company types are obsolete and are thereby re-grouped. CSA converts the company types as follows: Old Company Type Code New Company Type Code Limited by Guarantee (Private / Shares) Limited by Guarantee (Non-private / Shares ) GPS GNS Limited by Guarantee (Shares) GUS Limited by Guarantee (Private / No Shares) Limited by Guarantee (Non-private / No Shares ) GPN GNN Limited by Guarantee (No Shares) GUN Unlimited (Private / Shares) Unlimited (Private / No Shares) UPS UPN Unlimited (Private) UPV Unlimited (Non-private / Shares) Unlimited (Non-private / No Shares) UNS UNN Unlimited (Public) UPU B. Annual Return New Form NAR1 Annual Return NN3 Annual Return of Registered Non-Hong Kong Company New CO Sec. 662, 788 C. Location of Registers New Form NR2 Notice of Location of Registers and Company Records New CO Sec. 267, 641, 648, 308, 352, 351, 351, 471, 543, 618, 384, 657 The types of Registers required by the New CO are quite different from the old legislation. For example, the Register of Directors and Secretary are separated into two Registers. The old R2 is unlikely to be amended to cope with those new requirements. Thus, the old R2 form is not recommended to be used in the transitional period. The types of Registers under the New CO are: Register of Members Register of Directors Register of Company Secretaries Register of Debenture Holders 成 員 登 記 冊 董 事 登 記 冊 公 司 秘 書 登 記 冊 債 權 證 持 有 人 登 記 冊 P & L Associates Page 2 of 5

3 Register of Charges Copies of Instruments Creating Charges Copy of Permitted Indemnity Provision or a Written Memorandum Setting out the Terms of the Provision Copy of Management Contract or a Written Memorandum Setting out the Terms of the Contract Copies of Resolutions of Members, Minutes of Proceedings of General Meetings and Written Records of Decisions of Sole Member Register of Particulars Referred to in section 384 押 記 登 記 冊 設 定 押 記 的 文 書 副 本 獲 准 許 的 彌 償 條 文 的 文 本 或 一 份 列 明 該 條 文 的 條 款 的 書 面 備 忘 錄 管 理 合 約 的 文 本 或 列 出 該 合 約 的 條 款 的 書 面 備 忘 錄 成 員 決 議 的 文 本 / 成 員 大 會 的 議 事 程 序 紀 錄 / 唯 一 成 員 的 決 定 的 書 面 紀 錄 第 384 條 所 述 的 載 有 相 關 詳 情 的 登 記 冊 D. Mortgage or Charge New Form NM1 Statement of Particulars of Charge NM2 Notification of Payment/Satisfaction of Debt, Release from Charge, etc. New CO Sec. 267, 641, 648, 308, 352, 351, 351, 471, 543, 618, 384, 657 E. Changes of Officers New Form ND2A Notice of Change of Company Secretary and Director (Appointment/Cessation) ND4 Notice of Resignation of Company Secretary and Director ND5 ND8 NN2 NN6 Notice of Change of Reserve Director (Nomination/Cessation) Notice of Resignation of Reserve Director Notification of Termination of Authorization of Authorized Representative of Registered Non-Hong Kong Company Return of Change of Company Secretary and Director of Registered Non-Hong Kong Company (Appointment Cessation) NN8 Return of Change of Authorized Representative of Registered Non-Hong Kong Company (Appointment Cessation) New CO Sec. 645(1), 645(4), 652(1), 652(2), 464(3), 477(3),645(2-4), 787, 791(1), 791(2)(b) F. Entity Change Particulars New Form ND2B Notice of Change of Company Secretary and Director (Appointment/Cessation) ND7 Notice of Change in Particulars of Reserve Director NN7 Return of Change in Particulars of Company Secretary and Director of Registered Non-Hong Kong Company NN8C Return of Change in Particulars of Authorized Representative of Registered Non-Hong Kong Company New CO Sec. 645(4), 652(2), 791(1), 791(2)(c) P & L Associates Page 3 of 5

4 G. Allotment of New Shares New Form NSC1 Return of Allotment New CO Sec. 142(1) H. Common System Settings After the commencement of the New CO, we recommend that you change the settings on printing the new forms and show the Notes for Completion on the Document Print List of Job. A new option for the items printed on the Presentor s Section on C/R forms is added to the Common System Settings. You can now easily select the items you want to be included in the Presentor s section. These options located at { System > System Administration > Common System Settings > C/R Form }. P & L Associates Page 4 of 5

5 Option Generate C/R Form Complete Notes Reference (Presentor) Setting Default to print New Form is recommended Recommend to Show the Notes of new forms on the document print list. So that you can choose to print the notes with the form as reference Select the items to be included in the Reference of the Presentor s Section on form. Date type data of User-defined Field is now added to the selection. This new setting applies to new forms only. I. Suspend e-form until July/August 2014 Unlike paper filing, the e-forms do not have transitional period. Only the new e-forms will be accepted upon 3 March Due to the limitation of time, we will temporary suspend the development on e-forms until the settlement of all major paper forms. The e-form options (e.g. for Company Formation) is suspended now. In view of the above, our preliminary schedule to release the first set of e-forms for Company Formation is between July and August, ~ END ~ P & L Associates Page 5 of 5