COMPANY FORMATION IN HONG KONG:
May 10 2019
1. FORMATION OF A LIMITED LIABILITY COMPANY IN HONG KONG
The establishment of a limited liability company in Hong Kong takes usually between five and seven working days. The following are the steps in the formation process:
1.1. Company Name
The establishment of a company in Hong Kong begins with the verification of the availability of the company name with the Companies Registry, and that it does not need prior authorization from the Chief Executive of Hong Kong.
1.2. Certificate of Incorporation
Following the name verification, the Companies Registry requires the submission of the Articles of Association of the company, along with other necessary government forms. Upon presentation of such documents, the company will need to pay the corresponding registration fees. Once the application is deemed approved, the Companies Registry will issue a Certificate of Incorporation.
1.3. Business Registration Certificate
Every person and/or company having any business activity in Hong Kong is required to obtain a Business Registration Certificate from the Commissioner of the Inland Revenue Department. Upon applying for a Certificate of Incorporation (see “1.2” above), the application process for the Business Registration Certificate begins automatically. This document shall be displayed at the company’s premises and renewed every year.
If the company has multiple branches in Hong Kong, a Business Registration Certificate must be requested for each branch.
In addition, any changes of information must be reported to the Inland Revenue Department within one month of occurrence.
2. STRUCTURE AND REQUIREMENTS
2.1. Share Capital
According to the Hong Kong Companies Ordinance (Cap. 622), there is no requirement regarding the minimum amount of nominal share capital. Generally, a company’s minimum nominal share capital is set at HK$1.00, HK$1,000.00 or HK$10,000.00 divided into a corresponding number of shares with a per share value of HK$1.00. In order for the company to be legally formed, at least one share must be issued.
Under the Companies Ordinance (Cap. 622), Hong Kong companies (except public companies) must have a minimum of one shareholder entitled to at least one share. The shareholder may be an individual or an entity. There is no residence or nationality requirements.
Every Hong Kong Company must have at least one individual director who is the legal representative of the company. However, an entity may be appointed as an additional director. A shareholder may serve as director as well. Also, there is no residence or nationality restrictions.
2.4. Company Secretary
Every company shall have a company secretary who is responsible of complying with the corporate regulations in accordance with the Companies Ordinance and maintaining the statutory records. If the company secretary is an entity, it must have either a registered office or place of business in Hong Kong. If it is an individual he/she shall reside in Hong Kong. A sole director may not serve as the company secretary.
2.5. Registered Office
Every company in Hong Kong shall have a registered office in Hong Kong to which all communications and notices may be addressed to. This registered office is where the company must keep its statutes, records and books. The registered office does not need to be in the same location as the company’s place of operations.
3. ACCOUNTING AND FINANCIAL STATEMENTS
Companies are required to maintain proper accounting books, and must appoint an auditor who is a practicing member of the Hong Kong Society of Accountants. The company’s audited accounts, along with its profit tax return, must be submitted to the Inland Revenue Department on an annual basis. However, there is no requirement of maintaining public records of the financial statements in the Companies Registry.
4. BANK ACCOUNTS
In order to open a corporate bank account in Hong Kong, the Company shall provide information to comply with Anti-Money Laundering regulations as well as more strict due diligence in regards to the company's business directors and shareholders background, including its experience.
In addition to the standard corporate documents and the individual identification documents, the banks are requiring background of the company, business plan, proof of industry experience, full details of directors and ultimate beneficiaries. All this information shall be backed up with supporting documents in English.
The bank requires to have a face to face interview in English or Chinese with the director of the company.
5. ANNUAL OBLIGATIONS
5.1. Corporate Obligations
5.1.1. Hold an Annual General Meeting.
5.1.2. File the Annual Return before the Companies Registry.
5.1.3. Maintain updated statutory books and records.
5.2. Fiscal Obligations
5.2.1. Renew the Business Registration Certificate with the Inland Revenue Department.
5.2.2. File audited financial statements before the Inland Revenue Department.
La Nao Consulting offers the following services:
6.1. Formation of the Company;
6.2. Company Secretary;
6.3. Registered address;
6.4. Assisting to apply for a bank account; and
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