Accounts appointment and removal of directors and

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accounts, appointment and removal of directors and auditors and whether to declare a dividend. vi.从从从从从从从从从从从从从从从从 Shareholders can remove directors but directors cannot remove shareholders. 11. 香香香香 Other points. a.从从从从从从从从从从从从从 (从从从从从从从从从从)(s.154(2)) (从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从 ) A company secretary must be a Hong Kong resident (must hold a valid HK identity card section I54(2)) He need not be a Chinese HKSAR citizen. So a foreigner living in HK can quality. A Hong Kong incorporated limited company can also qualify. b.从从从从从从 methods to terminate a limited company i. 从从 winding up - 从从从从 (ss. 177/178)从by court order - 从从从从(75%) 从从从从 s.228 by 75% shareholders voluntary winding up - 公公公公 从从从从 s.228A by directors’ resolution to wind up ii.从从从从 ss.291, 291A从从从从从从从从从从从从从(de-registration- only available to private co with no assets) iii.从从从从从 s.344A从从从从 从从从从从从从从从从从从从从从从(dormant company- private co WITH assets can apply) 从从从从从从从从从i. 从从从 ii. 从从从从从从从 iii. 从从从从从从从 iv. 从从从从从从从 v. 从从从从从从从 advantages of dormant company: i. no audit, ii. no annual return, iii. free of charge to apply for dormant status and to apply for resumption of trading, iv. no time limit for staying dormant, v. can keep co name c. 从从从从从从从从从从从从从从从 从从从从从从从The following documents must be kept at a company’s registered office for public inspection i. 从从从从 (从从从从从从从从从从从从从从从从从从从从从从从从从从从从从) s.98 Register of Members (case law decided that the information here is conclusive evidence on who are the shareholders, and not the information on the share certificate) ii. 从从从从从从从从从 s.158 (Register of Directors and Company Secretary) iii. 从从从从从 s.75 Register of Debenture Holders (lenders) iv. 从从从从从从从从从从(从从从从) s.90 Register of Charges (loans with securities) 从从从从从从从从从从从从从从从从从从从从从从从从从从从从 从从从从从从 从Note that the minutes of board meetings and shareholders 15
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meetings are also kept at the registered office but they are not open to public inspection. -END 从- 16
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