| Q£º |
What
are the Statutory Requirements for a HK Company? |
| A£º |
1) at least one director and corporate
director is permitted for companies that are not subsidiaries
of public listed companies.
2) at least one shareholder and corporate shareholder
is permitted. The number of its members is limited to
50.
3) a local Company Secretary, either an individual who
is ordinarily reside in Hong Kong or a Hong Kong registered
entity. (Normally this service is provide by GIC)
4) a local registered office which must be a physical
address and not just a post office box. (Normally this
service is provide by GIC)
There are no restrictions on the nationalities of Director(s)
and Shareholder(s). Chinese citizen with valid ID card
or passport and overseas passport holder could be director(s)
and/or shareholder(s).
An undischarged bankrupt can not act as a director except
with the permission of the court by which he was adjudged
bankrupt. A person against whom a disqualification order
is made cannot (without the approval of the court) be
appointed or continue to act as a director for a specified
period.
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| Q£º |
How
do I incorporate a HK company? |
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Sign a Services Agreement with us and make 100% deposit of agreed fees. According to the Agreement, you should provide and confirm with us the followings:
1) 1-3 proposed company names. The company¡¯s name could
be in Chinese only or in English only or in both Chinese
and English.
2) the Authorized Share Capitals of the Company. (The
Authorized Share Capitals with our standard M&A is
HK$10,000 divided into 10,000 shares of HK$1.00 par value
each). You may request to customize the Authorized Capital
if it is required. Capital duty of 0.1% is payable to
the HK government.
3) Directors and Shareholders¡¯ Passports or ID cards,
prove of their residential addresses and Shareholders¡¯
shareholding percentages in the company.
4) company secretary and registered address of the Company.
It will take one working day to complete the name check.
If no exact or similar name exists in the Company Registry,
it will take approximately ten working days to form a
company and to receive the Certificate of Incorporation
of the company. We will prepare initial company set up
documents for directors and shareholders to sign within
the same day. Upon the originally signed documents returned
to us, it will take 3-4 working days to complete filing
with the government.
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| Q£º |
How
long does it take to establish a new HK company? How long
does it take to establish a shelf company? Can the company
name be changed and how long will it take? |
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Excluding time for directors and shareholder to sign the initial set up documents, it will take approximately 7 working days to establish a new HK company and 3-4 workdays to complete registration of a company. Branch office registration will take about 3-5 workdays.
The company's name could be changed if the proposed new name is available. It will take 7-10 days to change a company's name. |
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| Q£º |
What
are the differences in terms of restricted words for company
names between a HK company and a Mainland China company? |
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Unlike in mainland China, in Hong Kong
there are only few words, such as ¡°Royal ¡±,¡° Bank ¡±, ¡°Chamber
of Commerce¡± ¡°Cooperative¡± or ¡° Trust ¡±, etc. which by
law are restricted to be used in the company names unless
an approval is granted by the Chief Executive of Hong
Kong. Most names can be used as a company name as long
as there is no similar or exact same name has already
existed in the Registry. Regardless of the authorized
capital size, a company¡¯s name may contain words, such
as ¡°International¡±, ¡°Group¡±, ¡°Holdings¡±, Enterprise¡±,
¡°Investments¡±, ¡°Institute¡±, ¡°Association¡± and ¡°Center¡±
etc. A company¡¯s name may also contain name of a place,
such as ¡°France¡±, ¡°US¡±, ¡°Italy¡±, ¡°Japan¡±, ¡°Hong Kong¡±,
¡°Shanghai¡± or name of yourself.
A HK company can register in English name only or in Chinese
name only or in both languages. However, a name which
is partly in English and partly in Chinese is not allowed.
A HK company name must end its name with the word ¡°Limited¡±.
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| Q£º |
Is
there any restrictions on the scope of business for HK
Companies? |
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There are not too many restrictions on
the scope of business for HK companies. Except for banking,
insurance, finance and military services which by laws
of Hong Kong require to apply for special licence or permission,
most of business such as investment, shipping, import
& export, real estate, construction, interior design,
information technology, textile and fashion design, tourism
and publication, etc. could all be carried by a HK company.
Many owners of small and medium size enterprises prefer
not to specify scope of business so that the business
will not be restricted in certain industries. |
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| Q£º |
How
to find the authorized capital of a HK company? Must the
dollar amount of the authorized capital be remitted into
the company? |
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The authorized capital of a company is
stated in the Memorandum and Articles of Association of
the company. It will not appear in the Certificate of
Incorporation of the company.
The dollar amount of the authorized capital does not need
to be remitted into the company. Shareholders only apply
for certain proportion of the total available shares or
the minimum number of shares. The Board of Directors may
allot unissued shares at any time. In other words, a HK
company has no minimum registered capital requirement.
A shareholder¡¯s liability to the company is limited to
unpaid shares which have been allotted to him/her. |
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| Q£º |
What
are the differences between shareholders and directors? |
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Shareholders are the investors of a company
whilst directors have the managerial power over a company.
Usually Directors are voted by shareholders. Shareholder
and director could be the same person. |
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| Q£º |
What
are the differences between Company Secretary and commercial
secretary? |
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It is required by Hong Kong law that each
HK company must have a local Company Secretary. An individual
who is ordinarily reside in Hong Kong or a Hong Kong registered
entity is qualified to act as a Company Secretary. Company
Secretary is different from commercial secretary who mainly
engages in the administrative work. A Company Secretary
is responsible for arranging board of directors¡¯ and shareholders'
meetings, preparing the minutes of meetings, maintaining
the statutory records of the company and to filing statutory
returns, ensuring compliance with the statutory requirements,
registering share transfers and other administrative matters.
We provide services for provision of Company Secretary
for HK companies. |
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| Q£º |
What
are the statutory documents of a HK company after it has
been incorporated? |
| A£º |
The statutory documents of a HK company
include Certificate of Incorporation, Business Registration
Certificate, Memorandum & Articles of Association,
Board resolutions, duly stamped forms regarding First
Directors, First Secretary, Registered Office Address
and Allotment of Shares, Share Certificates, Register
of Shares, Register of Directors and Register of Secretary,
Common Seal and Chop, etc. The Business Registration Certificate
should be showed at conspicuous place in the company¡¯s
Registered Office. The other before mentioned documents
should be kept in the company kit. Any change of directors,
shareholders, secretary, registered address, or shareholdings
should be filed with relevant government departments within
a specified period. |
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| Q£º |
How
do I know if a HK company has been legally incorporated? |
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Generally speaking, a company¡¯s information
could be searched at the Company Registry within 16 days
after it has been established. The information is stored
on the microfilm at the Company Registry. The following
information of a company can be found there: the Registered
Office, Shareholdings, scope of business (only for oversea
companies), names and particulars of directors, company
secretary, successor, liquidator, mortgage or charges
if any. |
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| Q£º |
How
to open a bank account under the name of the company? |
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You may either to choose to open a bank
account under the name of the company in Hong Kong or
an offshore bank account in Mainland China.
If you choose to open bank account in Hong Kong, usually
all the directors should be present at the bank. Types
of accounts include HKD Current (checking) account,
HKD Savings account, Foreign Currency Savings account,
Business Vantage account which include all before mentioned
functions and Internet Banking accounts. If Letter of
Credits is required, an Import and Export account must
also be opened.
Documents required for opening a bank account include
all Directors¡¯ Passports, original Bank Reference Letter
in favor of each of the Directors. (The reference letter
should include Name of the account holder, Passport
or ID card number, date of the account opening and wordings,
such as ¡°account is in good standing ¡±), company chop
and initial deposit for the new account of approximately
HKD1,000.
Services we provide for account opening include recommending
banks, preparing statutory company documents to be certified
by an accountant, i.e. copies of Business Registration
Certificate, Certificate of Incorporation, M & A,
duly stamped statutory forms and preparing board resolution
regarding opening of a bank account. If the Bank finds
all documents submitted satisfactory, they will conduct
a company search in the Company Registry to verify the
company¡¯s information. A bank account can normally be
opened within 1 to 2 weeks.
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| Q£º |
What
are the differences between bank account in Hong Kong
and offshore bank account in mainland China? |
| A£º |
The main differences are as follows:
a) If the bank account is opened in Hong Kong, a reference
letter in favor of each director is required.
b) After the account is opened, Hong Kong bank usually
charges a relatively low fixed fee for each remittance
while offshore bank account in China charges percentage
of transaction amount with a minimum charge.
c) There is no capital account or operational account
in Hong Kong. A company could open more than one bank
accounts. |
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| Q£º |
I
have opened an offshore bank account in mainland China.
Can I deposit USD or other foreign currency into the account? |
| A£º |
Offshore account is equivalent to ¡°foreign
account¡± in China. Offshore account is not under mainland
China foreign currency control. Inward remittances from
overseas to the offshore account and outward remittance
from the offshore account to everywhere in the world,
including mainland China can flow freely. However, funds
inside China, including foreign currency cash can not
be transferred or deposited into the offshore account
freely and must go through proper foreign currency control
procedures. |
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| Q£º |
What
kinds of government fees must be paid annually? |
| A£º |
Every HK company must pay to the Hong Kong
government annually Business Registration fee, Annual
Return Registration fee and Profit Tax, etc. Any adjustment
in government fees will be disclosed in the government
annual financial report every March. The current Business
Registration fee is HKD 2,600 and Annual Return Registration
fee is HKD105. Penalty applies for late filings. The above
government fees must be paid even if a company is dormant
If a company has commenced business and generated revenues
in Hong Kong, it must submit management account, audit
account and profits tax return. If the company has not
yet commenced business in HK, it can apply for profit
tax return filing exemption. If the application is approved,
the company does not need to submit management account
or audit account. However, by law each company must maintain
proper books and accounts. |
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| Q£º |
How
about the corporate tax in Hong Kong? |
| A£º |
Hong Kong is a low tax jurisdiction and
only profits derived from Hong Kong are assessable for
Hong Kong tax. Genuine offshore profits are not subject
to Hong Kong tax. (Please refer to GIC¡¯s ¡°A Simple Guide
on The Territorial Source Principle of Taxation¡± for details.)
If profits are generated inside Hong Kong, Profits Tax
must be paid. Profits tax is calculated at 17.5% of net
profits. For example, if a company¡¯s sales is 10 million,
revenues is 2 million, net profits is 1 million. Tax payable
is 1*17.5%=0.175 million. If a company does not make any
profits, there is no tax payable. |
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| Q£º |
Which
government department prints the official invoices for
HK companies? |
| A£º |
Official invoices are not printed by any
government departments. HK company¡¯s invoices are printed
under the authorization of the Board of Directors of the
company and signed by the authorized signatory of the
company to be valid. |
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| Q£º |
After
a company is incorporated, who will prepare annual management
and audit account? What kind of documents are required
if we ask you to prepare such accounts? How much is your
fees and how long will it take? |
| A£º |
Management account can be prepared by yourselves
or any Hong Kong accounting firms. Audit account must
be prepared by a qualified auditor under the Professional
Accountants Ordinance or a corporate auditor which has
been registered as a corporate practice with the Hong
Kong Society of Accountants. If you require GIC to prepare
management account and audit account for your company,
you should provide us all the business transaction records
including book keepings, invoices, receipts, remittance
advices, payment vouchers, bank statements, account payables
and receivables, etc. Normally it takes one month to prepare
the management account and one to two months to prepare
the audit account. Please refer to GIC Accounting and
Re-invoicing Services Fee Schedule for our details. |
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| Q£º |
My
HK company has no office or employees in Hong Kong. How
do we administrate the company? |
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If your business is outside of Hong Kong,
it is not necessary to have a physical office or any employees
there. The rights and interests of your HK company and
the shareholders are fully protected by the sound legal
system of Hong Kong, especially by the Company Ordinance. |
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| Q£º |
We
plan to use our HK company to form a Joint Venture (¡°JV¡±)
or Wholly Owned Foreign Enterprise (¡°WOFE¡±) in mainland
China, does it matter if the Shareholders or the Directors
of this HK company are all mainland Chinese citizens? |
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The Shanghai Foreign Economic Relation
& Trade Commission looks at the flow of the capital
investments, not the nationalities of the Directors and
Shareholders the foreign enterprise. In other words it
doesn¡¯t matter if the shareholders and/or directors of
your HK company are mainland Chinese citizens. |
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| Q£º |
Our
HK company has just been incorporated. Can it form a JV
or WOFE in mainland China? |
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Yes. |
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| Q£º |
How
can a HK company be dissolved? |
| A£º |
HK company may be dissolved by several
methods, i.e. Deregistration, Members¡¯ Voluntary Winding-up,
Creditors¡¯ Voluntary Winding-up and Compulsory Winding-up
by the Court etc.
Companies must satisfy the following conditions in
order to apply for Deregistration:
1) 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
2) The company has no outstanding liabilities and
The processing time for an application is about 5 months.
After the publication of the First Gazette Notice, there
is a 3 months period for objection. If no objection
is received by the Registrar during the period, the
Second 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.
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 an accumulative
fine for illegally commenced business in Hong Kong and
the director will even be condemned to imprisonment.
(Please refer to GIC¡¯s Hong Kong Companies Maintenance
Guidelines for details)
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