When a Hong Kong company enters liquidation, a seemingly small oversight—like omitting Chinese characters in a legal notice—can invalidate documents globally. Under Section 792(5) of Hong Kong’s Companies Ordinance, bilingual liquidation declarations are non-negotiable. Failure to comply risks rejected court filings, voided contracts, and delayed asset recovery across jurisdictions. This article dissects the legal anatomy of Hong Kong’s bilingual notice requirements and their real-world implications for international stakeholders.
The Legal Backbone: Section 792(5) Demystified
Hong Kong’s Companies Ordinance (Cap. 622) mandates strict linguistic protocols for companies in liquidation. Key requirements include:
- Dual-Language Declarations (Section 792(5)):
- If a company’s name appears in both English and Chinese, notices must display:
(正進行清盤)after the Chinese name(in liquidation)after the English name
- Example:
> 香港貿易有限公司 (正進行清盤)
> Hong Kong Trading Ltd. (in liquidation)
- Visibility Rules (Section 792(1)-(3)):
- Notices must be “conspicuously exhibited” at business premises.
- All letterheads, invoices, and advertisements must include the bilingual declaration.
- Penalties:
- Non-compliance incurs fines up to HK$10,000 (Level 3 fine) for the company and responsible officers.
Case Study: The Portuguese Court Rejection
In 2021, a Hong Kong-based trading firm’s liquidation documents were rejected by a Lisbon court during asset recovery proceedings. The reason? The liquidator had only included (in liquidation) in English, omitting the Chinese declaration (正進行清盤).
Why This Voided Hague Apostille Validity:
- Portugal’s Hague Convention implementation requires exact compliance with origin-jurisdiction formalities.
- Hong Kong’s Companies Ordinance defines bilingual notices as a core formality.
- The omission invalidated the document’s legal authenticity under Article 4 of the Hague Apostille Convention.
Result: 6-month delays in asset distribution and €28,000 in legal rectification costs.
Hidden Compliance Traps
Even experienced practitioners overlook these nuances:
- “De Facto Bilingual Names”:
If a company operates under both English/Chinese names (e.g., on shop signs or websites), courts may deem it bilingual—requiring dual declarations regardless of formal registration. - Digital Communications:
Emails, website banners, and social media posts announcing liquidation must include bilingual tags. A 2023 Hong Kong case (Re Insight Marketing Ltd.) fined a director HK$8,000 for omitting Chinese declarations in LinkedIn notices. - Third-Party Documents:
Auditors, law firms, or creditors issuing notices on behalf of a liquidated company must replicate bilingual formatting.
Template: Court-Approved Liquidation Notice
[Company Letterhead]
**香港科技集團有限公司 (正進行清盤)**
**Hong Kong Tech Group Limited (in liquidation)**
NOTICE OF LIQUIDATION
清盤通知
To Whom It May Concern,
敬啟者：
Pursuant to Section 792 of the Companies Ordinance (Cap. 622), we hereby notify that Hong Kong Tech Group Limited entered voluntary liquidation on [Date].
根據《公司條例》（第622章）第792條，香港科技集團有限公司已於[日期]進入自願清盤。
All claims must be submitted to:
所有債權申索須提交至：
[Liquidator’s Bilingual Address]
[清盤人中英文地址]
Dated this [Day] of [Month], [Year]
日期：[年] [月] [日]
___________________________________
[Liquidator’s Name]
[清盤人姓名]
Liquidator
清盤人 Hague Apostille Risks: Language as Legal Ground Zero
Hong Kong’s Apostille certifications under the Hague Convention do not override linguistic non-compliance:
- Certification ≠ Validation:
An Apostille certifies signature authenticity, not content accuracy. Documents violating Section 792(5) remain legally defective. - Jurisdictional Precedents:
Courts in South Korea (2020), France (2022), and Brazil (2023) rejected Hong Kong liquidation documents due to:
- Missing
(正進行清盤) - Incorrect character size (Chinese text smaller than English)
Proactive Compliance Strategies
- Pre-Liquidation Audit:
Verify registered names and de facto operating names with the Hong Kong Companies Registry. Confirming a company’s status is essential for due diligence. For comprehensive reports, consider our Hong Kong Company Document Retrieval Service. - Bilingual Document Protocols:
- Use 12pt or larger fonts for both languages.
- Position declarations on the same line as company names.
- Global Enforcement Map:
Prioritize bilingual compliance when dealing with jurisdictions known for strict formalism:
Jurisdiction Rejection Rate Common Pitfall
Portugal 92% Omitted Chinese tag
South Korea 78% Font size discrepancy
UAE 65% Misplaced parentheses Conclusion: Language as Legal Armor In Hong Kong’s liquidation landscape, bilingual notices are neither a courtesy nor a formality—they are legally operative language. For cross-border stakeholders, overlooking Section 792(5) risks:- Nullified contracts
- Frozen asset recovery
- Costly litigation