CR on Witnessing of the M&A
Dear Registrar:
I purchased the book “Hong Kong Company Law 11th edition” on Saturday and have been reading it. I have a question regarding signatures witness in the memorandum.
On p. 45:
“The memorandum must be signed by each founder and if the memorandom is not in the form of an electronic record, their signatures must be witnessed. Otherwise each founder member must authenticate his signature as directed by the Registrar (s6).”
However when I go to the Laws Information System, s6:
“The memorandum shall be signed by each subscriber in the presence of a witness who shall attest the signature by signing his name and stating his occupation and address in legible form.” The section does not mention anything about “memorandum in the form of an electronic record.”
Would you give me more references (such as cases or other other sections of the ordinance or anything) that could give me more detail about “memorandum in the form of an electronic record.” and how the Registrar authenticates the signature of each founder if the memorandum is electronic (such as in the pdf format)?
Thank you.
Eric
Reply:
Dear Mr. Lee,
Section 6 of the Companies Ordinance, Chapter 32, Laws of Hong Kong has been, among other provisions, amended by the Companies (Amendment) Ordinance 2004 (Ord. No. 30 of 2004). However, the provisions relating to �}’electronic record’�} have not come into operation. The amendments shall only come into operation on a day to be appointed by the Secretary for Financial Services and the Treasury by notice published in the Gazette. Since filing of incorporation documents in electronic format has not yet been implemented, I cannot advise you on how the signature of each founder member should be authenticated at this stage.
Contents of the Companies (Amendment) Ordinance 2004 are available at the }’Services to Public’�} > �l’eGazette’ section of the Government Logistics Department website at www.gld.gov.hk.
Yours sincerely,
Registrar of Companies
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