Solutions

Hong Kong

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Hong Kong is located in eastern Asia, on the southeast coast of the People's Republic of China, facing the South China Sea.


BACKGROUND INFORMATION

Hong Kong is a small territory of about 1,104 square kilometers location in the southern tip of China and with an estimated population of 7 million people. It was under sovereignty of the British before 1997. After the handover to China on the 1st July, 1997, Hong Kong becomes a Special Administrative Region of the People’s Republic of China and it is still a stable and vibrant financial centre under China’s principal of “One Country, Two Systems” concept. With its geographical vantage, Hong Kong is recognized as the world’s busiest deep water container port. With the close relationship with China, Hong Kong becomes a major gateway to China for investment, trade, finance and travel.


TYPES OF COMPANIES

There are three main business entities in Hong Kong, namely Sole Proprietorship, Partnership and Private Limited Company. The most common entity is the private company limited by shares, which is a business entity registered under the Companies Ordinance, Chapter 32. A Hong Kong limited company exists as a separate legal entity. It is benefit to the owners that they have limit liability and their personal assets are protected from liabilities of their business. They are not liable for the debts and losses of the company beyond the amount of their share capital. Except doing business, a company can also hold property for own use or for investment purposes.


INCORPORATION

Firstly, it is necessary to check with the Companies Registry to ensure no company already exists with your chosen name. If the proposed name is the same or similar to an existing registered name, the Registrar of Companies has power to reject the application. Issuing of Certificate of Incorporation is currently taking about five working days.


Please note that, subject to certain exceptions, all companies registered which are limited by shares or by guarantee must have as the last word of their name, the word “limited”.


SHELF/READY-MADE COMPANIES

As an alternative to choosing a name and incorporating a company from scratch, it is possible to purchase a shelf/ready-made company. This is particularly useful where a company is needed urgently. We keep a stock of shelf companies at all times which can be set up in the next day. The name of such a company can easily be changed at a later date if required.


STRUCTURE

Private limited companies incorporated in Hong Kong are required by law to have at least one shareholder, one director, local registered office and a local company secretary. The director(s), shareholder(s) & secretary can be either companies or individuals with no limitation of nationality but only the secretary must be resident in Hong Kong or a Hong Kong limited company.


Where the beneficial owner does not want to disclose his shareholding on the public register, we can provide nominee shareholder who can hold shares in a company on trust for another person/company. We can also provide nominee director and secretary if required by you.


AUTHORISED & PAID UP CAPITAL

The authorised capital is normally HK$10,000 divided into 10,000 shares of HK$1 each. The minimum paid up capital is HK$1.


DIRECTOR AND SHAREHOLDER

Limited company registered in Hong Kong is permitted to have sole director and sole shareholder. A director and shareholder can be the same or different person. There is no restriction on their nationality but director must attain the age of 18 years.


COMPANY SECRETARY REQUIREMENT

Every limited company must have a local company secretary but sole director cannot act as both capacities. If the secretary is an individual, ordinarily reside in Hong Kong; if a body corporate, have its registered office located in Hong Kong.


REGISTERED OFFICE REQUIREMENT

Each limited company incorporated in Hong Kong must have a local registered office. ‘Care of’ address and post office box number are not acceptable. It is usually the place where the company is required to keep its statutory books and records. The registered office of a company need not however be the place where the company carries on business. We can maintain our office as the registered office of a company should that be required.


BANK ACCOUNTS

It is possible for a company to open various bank accounts in Hong Kong or elsewhere. We will assist you on the account opening and a whole set of legalization documents required by bank can be arranged.


ACCOUNTS AND FINANCIAL STATEMENTS

Companies are required to keep proper books of accounts and appoint auditor in Hong Kong. We can provide accounting and auditing services to our clients.


Although there is no requirement for private limited companies to file, as a matter of public record, their financial statements with the Companies Registry, financial statements are required to be filed with the Inland Revenue Department.


ANNUAL RETURN AND ANNUAL GENERAL MEETING

Every limited company is required to hold in each year a general meeting of its shareholders as its annual general meeting, in addition to any other meeting held during that year. Not more than fifteen months should elapse between the date of one annual general meeting of the company and the next.


As part of our secretarial services, we attend to the preparation of the Minutes of which contain the various resolutions to be passed at the annual general meeting and prepare the annual return.


The company is required to file the annual return annually to the Registrar of Companies within forty-two days of the anniversary of the date of incorporation. The annual return must be signed by a director or the secretary of the company.


BUSINESS REGISTRATION

Every person, partnership, body corporate which carries on any form of activity for the purpose of doing business in Hong Kong (including a club) is required to apply to the Commissioner of Inland Revenue for a Business Registration Certificate.


The application for a Business Registration Certificate must be made within one month from the commencement of the business. The current fee is HK$250.00 for 2013/14. When setting up a company, we will arrange the first year’s Business Registration Certificate for you.


The details which are required to be set out in the application form mainly relate to the particulars of the director and a simple description of the nature of business carried on by the company.


Business Registration Certificate must be renewed yearly and displayed at the registered office of the company. Duplicate must be obtained for any branch office.


OUR SERVICES

We have some stock of “Ready-made” companies that are immediately available for purchase and are pleased also to incorporate a company with client’s proposed name. All companies are provided with our comprehensive company kit, include the following:

* Certificate of Incorporation
* Subscriber Appointment of First Director(s)
* 1 Statutory Book
* Memorandum & Articles of Association
* A Corporate Seal
* A Pre-ink Stamp
* Share Certificates


FEES

Panocean Group will be happy to provide you with a schedule of our current fees for the company set up and provision of company secretary/registered office/nominee services upon request.

These are only the general guidelines and they do not constitute any legal liability for inaccurate information mentioned above.

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It is not allowed to reproduce, transmit or re-keying the above information.