LegCo Paper No. CB(1) 2016/95-96
(These minutes has been seen by the Administration)
Ref : CB1/BC/35/95

Bills Committee on Companies (Amendment) Bill 1996

Minutes of Meeting
held on Tuesday, 16 July 1996 at 4:30 pm
in Conference Room B of the Legislative Council Building

Members present :

    Hon Mrs Miriam LAU Kin-yee, OBE, JP (Chairman)
    Dr Hon HUANG Chen-ya, MBE
    Hon Eric LI Ka-Cheung, OBE, JP
    Hon CHAN Kam-lam
    Hon SIN Chung-kai

Members absent :

    Hon Paul CHENG Ming-fun
    Hon Ambrose LAU Hon-chuen, JP

Public Officers attending :

Mr Peter Tisman
Principal Assistant Secretary for Financial Services
Miss Julina CHAN
Assistant Secretary for Financial Services
Mrs Nilmini Dissanayake
Deputy Principal Crown Counsel
Mr Michael E Brown
Assistant Official Receiver
Mr J T Allen
Deputy Crown Solicitor
Mr Arvind H Patel
Registry Solicitor, Companies Registry
Miss Rita HO
Assistant Principal Solicitor, Companies Registry
Mr A L Calder
Business Manager, Companies Registry

Staff in attendance :

Miss Estella CHAN
Chief Assistant Secretary (1)4
Ms Kitty CHENG
Assistant Legal Adviser 2
Miss Anita SIT
Senior Assistant Secretary (1)6

Election of Chairman

Mrs Miriam LAU was elected Chairman of the Bills Committee.

General Discussion

2. The Administration briefed members on the objectives and the legislative proposals included in the Companies (Amendment) Bill 1996 (the Bill) as set out in the relevant Legislative Council Brief.

3. In making reference to the consultation with professional and trade bodies on the legislative amendments regarding the “ultra vires” and constructive notice” doctrines, the Administration had advised that the majority of respondents supported the approach proposed by the Standing Committee on Company Law Reform (SCCLR) for doing away with the doctrines, while two respondents favoured more limited changes based on those in UK. In response to the Chairman’s enquiry about these two respondents, Mr J T Allen advised that the Chinese Manufacturers’ Association had no specific preference for the UK or the SCCLR approach. The association considered it undersirable to make sensitive changes to the legislation at a time of transition. The other respondent, the Law Society of Hong Kong, preferred the UK approach as it considered the legal profession in Hong Kong to be more familiar with the UK company law.

4. On the proposal to deregulate the statutory forms presently contained in the Fifth Schedule of the Companies Ordinance, members asked whether any other Government department(s) had similar arrangement. In response, Mr A H Patel advised that at present, the majority of the forms of the Land Registry were prescribed in the Land Registration Ordinance, while the Land Registrar was empowered to specify a minority of the forms of the Registry. He also advised that a number of other departments, such as the Rating and Valuation Department, were also empowered to specify their own forms. In response to members’ enquiry about the practices in other countries, Mr Patel advised that in Canada and Australia, the forms of their companies registries or equivalent were still prescribed in the legislation. In response to the Chairman, Mr Tisman agreed to provide information on various common law jurisdictions, such as Australia, on their position regarding the deregulation of their companies forms.

Admin

5. On the contracting out of insolvency work from the Official Receiver’s (OR) Office to the private sector, Mr Brown and Mr Tisman advised that since May, there already existed an administrative contracting out system for cases with net realisable assets exceeding $200,000 in the OR’s Office. Under the present provisions, the OR had to be involved in the insolvency proceedings at certain stages even if an outside provisional liquidator was appointed followed the presentation of a winding-up petition. The proposed amendments to section 194 would help improve this situation to an extent. However, the existing contracting out system would continue to operate with or without these amendments as the system was independent of the proposed amendments.

6. In response to the Chairman’s enquiry on whether there were guidelines to ensure that the private practitioners to whom insolvency cases were contracted out by the OR were qualified for the task, Mr Tisman advised that an Administrative Panel with only a limited number of member firms of the Hong Kong Society of Accountants comprising experienced insolvency practitioners had been established. The qualified companies were selected for their experience and expertise in insolvency work .

7. Regarding the time-frame of the legislative process of the Bill, Mr Tisman advised that the Administration hoped that the Bill could be enacted as soon as possible and preferably before the end of 1996.

8. Mr Eric LI informed the meeting that the Hong Kong Society of Accountants were preparing their submission concerning the Bill.

Members agreed that the next meeting would be held on 4 September 1996 at 8:30 am. The Bills Committee would invited the following bodies to the next meeting to present their views on the Bill:

  1. Hong Kong Association of Banks;
  2. P & L Associates;
  3. Hong Kong Society of Accountants;
  4. The Chinese Manufacturers’ Association; and
  5. The Law Society.

There being no other business, the meeting ended at 5:30 pm.

LegCo Secretariat
2 September 1996

Last Updated on 10 December 1998