1. Corporate Requirements
Each Hong Kong company must have
> at least one director and corporate director is permitted
for companies that are not subsidiaries of public listed companies.
>at least one shareholder and corporate shareholder is permitted.
The number of its members is limited to 50.
> a local Company Secretary, either an individual who is
ordinarily reside in Hong Kong or a Hong Kong registered entity.
> a local registered office which must be a physical address
and not just a post office box.
Director and shareholder can be the same person who has attained
the age of 18 years or legal entity with no restriction on nationalities.
Company Secretary is responsible for maintaining the statutory
records of the company and its duties include safe custody of
company＊s statutory records and filing statutory returns with
relevant government departments in a timely fashion to ensure
the Company in compliance with statutory requirement.
2. Post Incorporation Filing Requirements
D1, D3 and R1 Forms
Notification of First Secretary and Director (Form D1), Consent
to Act as Director (Form D3) and Notification of Situation
of Registered Office (Form R1) must be filed within 14 days
of the date of appointment.
SC1 Form
Return of Allotments (SC1 Form) must be filed within 8 weeks
after the allotment. Premium is payable if the shares are
allotted at a premium.
Details of the company＊s Director(s), Shareholder(s), Secretary
and Registered Office are included in those forms and they
are available for public to review at the Companies Registr.
Business Registration Certificate (※BR§)
An application for BR should be made within 1 month of the
date of incorporation with the Business Registration of the
Inland Revenue Department. Form 1(b) should be submitted with
a photocopy of the Certificate of Incorporation issued by
the Companies Registry. The current BR Fee is HKD2,600 per
year.
BRs are normally valid for 1 year but business operators may
select for issue of certificates that are valid for three
years instead of one. Once it is made, a selection will remain
valid until such time as it is revoked in writing. For businesses
with one or more branches, the selection will also be applicable
to both the main business and all the branches, old and new.
A valid BR must be displayed in a conspicuous position in
each place of business and should be produced for official
inspection on demand.
3. Filing Requirements after Incorporation
R1 and D2 Form
Any change including change of registered office, (Form R1
- Notification of Situation of Registered Office, change in
particulars of directors, secretary, (Form D2 - Notification
of Changes of Secretary and Directors ) must be filed within
14 days of the change.
Annual General Meeting (※AGM§)
Every company must hold its first AGM within 18 months after
its incorporation. In subsequent year, an AGM must be held
at least once in every calendar year. The interval between
two AGMs must not exeed 15 months. GIC annual retainer fee
for provision of Company Secretary is inclusive of preparation
of AGM.
Annual Return (※AR§)
Every company must within 42 days after its most recent anniversary
of its date of incorporation submit an AR to Company Registry.
The following registration fees are payable on the delivery
of an AR to the Company Registry:
> If delivered within 42 days after the anniversary of
incorporation 每 HK$105;
> If delivered more than 42 days after but within three
months after the anniversary of incorporation 每 HK$870;
> If delivered more than three months after but within
six months after the anniversary of incorporation 每 HK$1,740;
> If delivered more than six months after but within nine
months after the anniversary of incorporation 每 HK$2,610;
> If delivered more than nine months after anniversary
of incorporation 每 HK$3,480;
If the AR is not filed within the prescribed time limit, the
company, every director, secretary and manager of the company
will be liable to face prosecution and, if convicted, default
fines. The maximum penalty is HKD50,000 for each breach together
with a daily default fine of HKD700. GIC annual retainer fee
for provision of Company Secretary is inclusive of preparation
and assistance of filing of AR.
Renewal of Business Registration Certificate (※BR§)
A BR renewal demand note will be sent by the Business Registration
Office approximately 1 month before the current BR expires.
No matter whether you actually carry out business or not,
it is necessary to renew BR. Upon payment, the demand note
will become a valid BR. GIC annual retainer fee for provision
of Company Secretary is inclusive of assistance of renewal
of BR.
Profits Tax Return (※PTR§)
18 months from the date of incorporation, the company will
receive a PTR from the Inland Revenue Department. The company
should submit the duly completed PTR with supporting accounts
(management account, audited account) and Employer＊s Return
of Remuneration and Pensions for Employees (※ER§) to the Department
within 1 month from the date of issurance of PTR. Any late
filing may lead to penalty. GIC can assist you with preparation
of supporting accounts and PTR and ER filing provide that
proper book keeping recrods are provided to us. Please refer
to GIC Fee Schedule for charge details.
PTR filing exemption application can also be submitted to
the Inland Revenue Department if any one of the Directors
of the company confirms that either the Company has not yet
commence business or no profits of the Company has been generated
inside Hong Kong. GIC can assist you with such application.
Please refer to GIC Fee Schedule for once off fee details.
4. Dissolution of a Company
A company may be dissolved by several methods, ie Deregistration,
Members＊ Voluntary Winding-up, Creditors＊ Voluntary Winding-up
and Compulsory Winding-up by the Court etc.
Deregistration
Companies must satisfy the following conditions in order to
apply for Deregistration:
The company has never commence business or operation, or
has ceased to carry on business or ceased operation for more
than 3 months immediately before the application
The company has no outstanding liablities and
A company which has outstanding liabilities can apply to
deregistered if its debts are:
Settled by its parent company or related companies, or by
its promoter, directors, or members, or
Waived by its creditors, eg its creditors consist of its parent
company or related companies, its promoter, or members, etc,
and these creditors execute a deed of waiver to signify their
consent to waive the debts owed to them
The processing time for an application is about 5 months.
After the publication of the First Gaxette Notice, there is
a 3 months period for objection. If no objection is received
by the Registrar during the period, the Secord Gazette Notice
will be published whereupon the company will be dissolved.
Upon dissolution of the company, all the company＊s property
(including credit balance in the company＊s bank account) will
vest in the Government of the Hong Kong Special Administration
Region as bona vacantia.
Members Voluntary Windly-up
A company can be dissolved by a members＊ voluntary winding-up
only if it is solvent, i.e. it can settle all of its debts
in full. If a company has been put into a members＊ voluntary
winding-up and the liquidators are subsequently of the opinion
that the company will not be able to pay its debts in full
within the period stated in the declaration of solvency, they
must summon a meeting of the credits and lay before the meeting
a statement of the assets and liabilities of the company,
i.e. the winding-up is converted into a creditors＊ voluntary
winding-up. Liquidator normally will be individual lawyer,
lawyer firm, Accountant or Accountancy firm.
5. Consequences of no Compliance
If the Company is not in use anymore and do not filed any
AR or renewal of the BR annually and at the same time do not
apply for deregistration or liquidation, Hong Kong Government
will treat this company as illegally carried on business in
Hong Kong. There will be a accumulative fine for illegally
commenced business in Hong Kong and the director will even
be con-demned to imprisonment.
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