The Companies (Amendment) Ordinance 2003 (“the Amendment Ordinance”) was passed by the Legislative Council on 2 July 2003; and the main amendments are as follows:
1 Section 4(1) permits the formation of a company by one or more persons;
2 Section 114AA provides that one member constitutes a quorum for a meeting of a company having only one member;
3 Section 116BC provides for a sole member taking a decision that may be taken by a company in general meeting and that has effect as if agreed by the company in general meeting to provide the company with a written record of that decision within 7 days;
4 Section 153A(1) permits a private company to have only one director;
5 Section 153A(6) provides that, where a private company has only one member and that member is the sole director of the company, the company may in general meeting nominate a natural person who has attained the age of 18 years as a reserve director of the company to act in the place of the sole director in the event of his death;
6 Section 154 prohibits the sole director of a private company and certain bodies corporate from being the secretary of the company.
