Proposed Legislative Changes on Execution of Deeds by Non-Hong Kong Companies

The Law Society, upon invitation by members, looked into the issue relating to execution of deeds by a non-Hong Kong incorporated company and proposed legislative changes thereon. A submission setting out the proposed legislative amendments was sent to the Commerce and Economic Development Bureau of the Hong Kong Special Administrative Region.

In the submission, the Law Society suggested that while section 128 of the Companies Ordinance (Cap. 622) sets out clear requirements for a Hong Kong incorporated company to execute a document as a deed, the formalities of execution of a deed by a non-Hong Kong incorporated company (foreign corporation) under the laws of Hong Kong are unclear. The Law Society proposed to introduce new sections or to amend existing sections in the Companies Ordinance (Cap. 622) and the Conveyancing and Property Ordinance (Cap. 219) in order that there could also be clear requirements under the laws of Hong Kong for the execution of deeds by foreign corporations.

The submission was reviewed by and received endorsements from various specialist committees and the Council of the Law Society. A copy of the submission can be found on the Law Society’s website: