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Legal Update

What is in a “Registered Name”?

25 March 2014
Mayer Brown JSM Legal Update

Most people know that a company registered in Hong Kong must state its registered name in all its contracts, transaction documents, business letters, notices and publications.

What many people may not know is that a company must state both its registered English name and Chinese name in these documents.

Failure to do so is a criminal offence.

The law

The Companies (Disclosure of Company Name and Liability Status) Regulation (Cap. 622B) ("Regulation") is a subsidiary legislation of the new Hong Kong Companies Ordinance (Cap. 622), which became effective on 3 March 2014.

Section 4 of the Regulation provides that a company must state its registered name in its:

  • Business letters, notices, official publications;
  • Contract, deed, and other transaction instrument1 of the company; and
  • Website.

What does this mean?

A company may be registered under the new Companies Ordinance by either an English name or a Chinese name, or by a name consisting of both an English name and a Chinese name.

If a company has both a registered English and Chinese name, both names must appear in its business letters, notices, official publications, contracts, deeds, other transaction instruments and website.

From an employment perspective, this means the company's registered English name and Chinese name must appear in the following documents:

  • Employment contracts;
  • Notices, including termination notices;
  • Staff handbook;
  • Memos and company letter paper;
  • Business emails.

Failure to comply with section 4 of the Regulation is a criminal offence. If the company is found guilty of the offence, it could be fined up to a maximum of HK$10,000.

1 Transaction instrument (交易文書), in relation to a company, means:

  • Any contract or deed purporting to be signed by or on behalf of the company;
  • Any bill of exchange, promissory note or endorsement purporting to be signed by or on behalf of the company;
  • Any cheque or order for money or goods purporting to be signed by or on behalf of the company; or
  • Any consignment note, invoice, receipt or letter of credit of the company.

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