21
The Standing Committee has considered the Law Reform Commission's recommendation and is of the view that
that it
it is desirable to keep the minimum age limit for all purposes consistent, if possible. It accordingly recommends that the age limit in section 157C be reduced to 18 years of age, provided Government accepts the other recommendations in the Law Reform Commission's Report.
22
The Standing Committee also considered the question of a maximum age limit for directors. Under section 293 of the UK Companies Act 1985, the maximum age limit is set at 70 years of age. It should be noted, however, that under one of the subsections a person aged 70 or over can still be appointed as a director by a general meeting of the shareholders of a company. In view of the
of the fact that many companies in Hong Kong are the creations of individuals or families, that generally speaking nobody wishes to force retirement upon a director who has founded or built up а company and that any company which wishes to impose such a limit is already able to do so by
so by setting an age limit for its directors in its articles, the Standing Committee does recommend the imposition of any maximum age limit for
not
directors.
VI
23
Prohibition of tax-free payments to directors (section 157G of the Ordinance)
Section 157G of the Ordinance
the Ordinance prohibits the making of tax free payments to
to directors, either as director's fee or salaries. The purpose of this provision is apparently to prevent a director from having the advantage of any Salaries Tax-free renumeration. A member of the Standing Committee has submitted that this provision is unrealistic, at variance with the Inland
Inland Revenue Ordinance and does not serve any useful purpose.
In his opinion,
is a it
misconceived provision, largely ignored in practice, avoided by the well advised, a confusing trap for the unsophisticated and of no interest to the Commissioner of Inland Revenue. The Standing Committee shares his views and recommends that section 157G be repealed.
VII
24
Special procedure for voluntary winding-up in case of inability to continue its business (section 228A of the Ordinance
The Companies (Amendment) Ordinance 1984 introduced a new section 228A which permits the majority of the directors of a company to commence a voluntary winding-up, and appoint a provisional liquidator for this purpose, if they consider
consider that the company is unable to continue its business because of its liabilities. This is intended to expedite the winding-up
of companies in emergency