King & Wood Mallesons

Asia-Pacific 100 position: 3

Execution of documents in Hong Kong — recent developments

The New Companies Ordinance (NCO) will come into effect on 3 March 2014. Among the innovations it contains, it includes changes that affect the way documents may be executed. Now is an opportune time to review the requirements for executing documents in Hong Kong in light of both the changes in the NCO and the decision in the Mercury case. 

Under the NCO, Hong Kong companies will no longer be required to have a common seal. If a company chooses to adopt a seal, then, as in the past, the seal must be a metallic seal with the company’s name engraved in legible form and it should be applied in accordance with the company’s articles of association.

When the NCO comes into effect, a company may simply execute a document by having it signed by the sole director (in the case of a company with only one director) or by two directors or one director and the company secretary (in the case of a company with more than one director). A company may execute documents this way even if it does have a common seal and this will have the same effect as executing a document under the company’s common seal…

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