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  Professional offshore incorporations and offshore banking services since 1996

Hong Kong

Formation of a New Company or shelf Company
Incorporation
covers the following items:

(1) company name search (applicable to formation of new company);
(2) application for Certificate of Incorporation and Business Registration Certificate ;
(3) printing 20 copies of M&A;
(4) printing share certificates and statutory book
(5) manufacturing of common seal, authorization chop and one small chop;
(6) appointing and filing of first directors secretary and filing of registered address
(7) preparation of bank account opening documents
(8) preparation of minutes for first board meeting
(9) Application and collection of Business Registration Certificate
(10) Preparation and execution of share transfer (applicable to shelf company)
(11) Increase of share capital and allotment of shares (applicable to shelf company)

The charges for the state fees had increased after 1st or April, 2009 to HKD2450 whereas it was HKD450 (increased by ~$260).

 

Package 1
We can provide Hong Kong company at US$1,750  (+$260 temporarily increased state fee)
You must provide at least one director and one shareholder
Ready-made companies available.

(first year basic costs) covers:

1. Company registration fees to the Hong Kong Government;
2. First year business registration fees to the Hong Kong Government;
3. First year registered office;
4. First year company secretary;
5. One company kit including
    (1) 10 copies of M&A
    (2) 10 copies of share certificates
    (3) One statutory register book
    (4) One common seal;
    (5) One authorization chop;
6. One registered mail
 

Each company incorporated in Hong Kong must have at least one shareholder, one director and a secretary. However, a person can act in dual capacity. That is, one can act as shareholder, director and secretary at the same time.

Package 2 : US$:1,990    (+$260 temporarily increased state fee)
Package 1 (above) plus nominee service:   
   
(7) One nominee shareholder for one year
    (8) One nominee director for one year
We provide
o
ne nominee director and one nominee  shareholder

Options:
Bank Account in HK:   US $499 with one of the largest bank in the world !!
(Only available for package 2)
Please note that we are not affiliated with the bank, or represent the bank.
We will help you with the bank account opening process.

Mail Forwarding from HK - US$300 - payable annually in advance, plus the actual cost of postage. We take a US$100 deposit to cover and then invoice for a further sum when this is used up.

Annual maintenance fees after first year:
 
Registered office, company secretary and government filing fee US$850
  Business registration fee: HK$2750 (US$350)
  Nominee Shareholder: US$300 / year
  Nominee director: US$450 / year
  Annual audit fee and it will depend on the complication of each case. (usually US$500)

Please ask for our Hong Kong shelf Company List , then choose your preferred name and contact us to confirm your choices.


ORDER A HONG KONG COMPANY HERE


Please see below the list of documents to be provided and things to know for the formation of Hong Kong company.

The Bank Account in HK:
Here is a short description of how the bank account is to be opened and how it is operated.

Bank Account Opening
The client has to bring the blank account opening forms we will provide to any branch of this bank where he lives together with his passport and banker's reference letter from his banker.

The client then sign the account opening form before the presence of the staff from the bank. After the client sign the document, the staff will co-sign the document or put a chop witnessing the client's signature next to the client's signature.

At the same time, the staff from the bank will make a photocopy of the client's passport and put a chop and sign on the passport photocopy to certify that the photocopy is a true copy of the original passport (only the pages showing the holder's particulars are photocopied).

The client gets back the account opening form and sends it to our HK office and we will submit it to the bank in Hong Kong.

Note the client does not have to fill out the form before signing it. Also, in some cases, the witnessing bank will send the documents back to Hong Kong directly.

Operation of Bank Account
Once the bank is up and running, the client can operate the account in the following ways:

(1) Issuing checks to settle bills;
(2) TT money out of the account to other accounts in and outside Hong Kong
(3) Receiving money from other parties in and outside Hong Kong in any currency.

As to TT, the client will have to fill out the TT form and send them directly to the bank. Of course, the client can send the TT form to us and we will forward them to the bank.

Note
The client can apply for internet banking facility and telephone banking facility for the bank account so as to enable them to operate the bank account over the phone or through Internet. However, the director who has control and who will actually use internet banking facility, will have to pick up the password personally. If the internet banking facility is up and running, the client can transfer or wire money out of the bank account to other parties.

Therefore, if the client wants the internet banking facility be set up under his own name, then he will have to come to Hong Kong to pick up the password. Otherwise, we can help the client apply and set up the internet banking facility under the name of the nominee director from HK. After this is set up, we will then forward the password to the client. Of course, we will not open the envelope containing the password and we certainly don’t want to be involved in the operation of the bank account.

As we act as nominee directors, our signatures will also appear in the bank account opening form, however, we will only be the authorized signatories.

For your information, the bank recently launched a partly functioning internet banking facility. It is called partly because client can only transfer money between different accounts (checking, HKD saving and foreign currency saving accounts) through internet. That is, transfer to third party is not allowed. For this facility, the bank can send the password directly to the client.

As a side note, the bank requires a initial deposit of US$ 300 for the account, therefore you will have to wire the deposit with the incorporation fees.

Documents and information required

1. Proposed company name;

2. One copy of Hong Kong Identity Card and addresses of shareholders, if they are Hong Kong residents; One copy of passport and address of shareholders, if they are not Hong Kong Residents;

3. One copy of Hong Kong Identity Card and addresses of directors, if they are Hong Kong residents; One copy of passport and address of directors, if they are not Hong Kong Residents;

4. One copy of Hong Kong Identity Card and addresses of company secretary (if our secretarial service is not required);

5. Address of registered office (if our address is not required);

6. Amounts and authorised and issued share capital and allotments;

Notes

1. The name of the company to be incorporated can not be the same as, or too similar to one already in existence.

2. In accordance with Company Ordinances, a company incorporated in Hong Kong must apply to the Inland Revenue Department for a business registration certificate within one month after its incorporation.

3. Each company incorporated in Hong Kong must have at least one shareholders, one director and one secretary. However, a person can act in dual capacity. That is, one can act as shareholder, director and secretary at the same time.

4. Shareholders and directors can be of any nationality. However, the secretary must be a Hong Kong resident or a company incorporated in Hong Kong (clients can appoint us as secretary, please refer to our secretarial services for details).

5. The registered address of a company incorporated in Hong Kong must situated in Hong Kong. In case that you do not rent an office or do not have an address to be used as registered office, you can use our address by paying us a fee of HK$1,500 a year. Please refer to our secretarial services for more details.

6. shelf companies sold by us usually come with an authorised share capital of HK$10,000 divided into 10,000 shares of HK$1.00 each. You can always increase the share capital should you wish to do so.

SHARE CERTIFICATES

Company registered in Hong Kong can only issue registered shares. And as  the companies we register are private limited company, normally share certificate will not be issued unless required by client. The blank share certificate will be sent to client for their retention and if needed, they can simply fill in the particulars of the shareholders.

BOOKKEEPING/AUDIT

Our annual fees for book-keeping and auditing and tax reporting for a company with only a few transactions a month will be around US$500, which does not include delivery charges, if any.

Responsibility of Company Secretary

The Hong Kong laws require that:

(1) Each limited company incorporated in Hong Kong must appoint at least one company secretary; company secretary can be acted by the shareholders or directors;

(2) The company secretary must be person usually resides in Hong Kong or a company incorporated in Hong Kong, if all the shareholders or directors are not Hong Kong residents or companies incorporated in Hong Kong.

The duties of company secretary is to:

(1) serve notice to shareholders to attend meetings and prepare minutes;
(2) sign documents within the authority of a secretary on behalf of the company;
(3) record share transfers;
(4) maintenance of company records in respect to the shareholders, directors and the secretary;
(5) file notice with Companies Registry in respect of the change of shareholders, directors or secretary and their particulars.

Secretarial Service Plans

(1) General secretarial service : Annual fee HK$1,500

Annual fee covers the following items:
~ Appointing us as company secretary;
~ Preparation for filing of Annual Return (Excluding filing fee of $105);
~ Filing of notice of change of registered office and business address; preparation of minutes;
~ Filing of notice of change of directors and secretary.

(2) Provision of registered office : Annual fee HK$1,500

Annual fee covers the following items:
~ Provision of registered office;

~ Forward all mails to another location within Hong Kong.

Remark : Our service fees does not cover any amount to be paid to Hong Kong Government.

Other Service Charges

Services
Fees
100 HK
$ = 12,82 US$ 
Remarks
Preparation and filing Annual Return
HK$800
Statutory filing fee of HK$105 is not included;
Appointment and resignation of director or secretary
HK$200
Per change
Notification of change of address
HK$200
Per change
Change of company name
HK$500
Does not cover government charge of HK$295
Shares transfers
HK$200
Per transfer; does not cover stamp duty
Increase of share capital
HK$500
Government charge of 0.1% of the total share capital not included
Allotment of shares
HK$200
Per allot

 

The Hong Kong Incorporated Company

A company incorporated in Hong Kong has the following characteristics:

Taxation

The taxation of a Hong Kong company depends on various factors. The principle of Hong Kong income tax is that it is a tax on income that has its source in Hong Kong rather than a tax based on residence. Hong Kong does not therefore impose tax on non-Hong Kong source income even when remitted to Hong Kong.

Consequently, if a Hong Kong company's trading or business activities are based outside Hong Kong no taxation will be levied. Hong Kong companies with Hong Kong source income currently pay a rate of taxation on profits of 16.5%.

The rate of taxation is 16% on Hong Kong source income only. In practice this means that, with careful structuring, as long as a Hong Kong company is not actually doing business in Hong Kong it would normally be possible to arrange the affairs of the company so that no tax would be payable. Detailed advice on this aspect is available on request.

Share capital

There are two types of share capital: one is authorised share capital and another is issued share capital. There is no limitation on the amounts of both types of share capital. In practice, the issued share capital is usually set at HK$2 divided into 2 shares of HK$1 each

Shareholders

A minimum number of one shareholders are required whose details are filed on the public register. Corporate shareholders are permitted and anonymity can be achieved by the use of nominee shareholders. The shareholders can be of any nationality and be resident anywhere in the world and meetings can take place anywhere.

Directors

A minimum number of one director is required and full details of these must be filed with the Public Registry. The directors can be of any nationality and be resident anywhere. Corporations incorporated anywhere can act as directors. There is no requirement for board meetings to be held within Hong Kong and directors may be resident anywhere in the world.

Company Secretary

A company must appoint a company secretary who can either be a person or a corporation. If the secretary is a person, he or she must be a Hong Kong resident. If the secretary is a corporation, the corporation must has a registered office or a place of business in Hong Kong.

Registered Office

A company must maintain a registered in Hong Kong where the correspondence from Hong Kong Government can be served. We will provide the registered office each year.

Annual Reporting

Hong Kong companies are required to prepare full audited accounts under the company laws. Also, a copy of the audited financial statements is to be furnished with Inland Revenue Department together with Profits Tax Return. The audited financial statements are not available to the public or to the foreign authorities except those of a listed company.

All companies must also prepare and file an annual return which gives details of the current directors and of the shareholders who have held shares in the company at any time during the year.

Processing Time

Incorporation of a Hong Kong company takes around 2 weeks but ready-made companies are available for immediate purchase.

Restrictions on Name and Activity

Names which suggest any connection to the Government are generally prohibited and certain words which suggest specialist activity can only be used when the appropriate licences have been obtained e.g. bank, insurance company and other specialist financial enterprises.

Accounting, Auditing and Tax Filing
We expect that your company will receive its first Profits Tax Return (PTR) after 18 months of incorporation, and you are required to submit the duly completed tax return together with a copy of audited financial statements, a copy of tax computation within 3 months from the date of its issuance.
The process for accounting, auditing and tax filing compliance is as following:
1. Updating books of accounts on a regular basis
2. Deciding the accounting year end date
3. Auditing the financial statements for the period ended on the date decided on Step 2
4. Computing tax liability or tax loss
5. Filing Profits Tax Return
We would like to advise you that even your company has not yet commenced business, or the Company makes a loss for the past year or that the Company carries out all its business outside Hong Kong, you are still required by the Hong Kong Company Ordinance to prepare financial statements and arrange audit of the financial statements annually.
In this regard, we would like to advise that we, in addition to company registration, also provide accounting, auditing and tax filing services.

Accounting, Auditing and Tax Compliances
1. Filing and Reporting Requirements (imposed by Hong Kong Inland Revenue Ordinance)
(1) Filing of Profits Tax Return
The Profits Tax Return is for you to report the net income of your Hong Kong company to the Hong Kong tax authority so as to enable them to assess tax payable of your Hong Kong company.
The first thing to do is select a year end. If no other reason, we suggest 31st March. As your company starts not on 1st April, your first year will not has exactly 12 months of record. The first set of Profits Tax Return will arrive around 18 months after your incorporation. However, please don't delay in doing accounting, auditing and report
proactively to the IRD. Legally it is tax payer's duty and late report may lead to penalty, especially when IRD finds you're delaying government revenue
To fulfill above, you need an accountant to prepare the financial statements, an auditor to issue an Auditor's Report and to file the tax returns.
(2) File Employer's Return for your employees
This is to report to the IRD the amount of salary paid to your staff in the past year. The year end is always 31st March. A separate form for each employee, regarding its residence and nationality, should be fill out and filed with the IRD.
2. Requirements for Keeping Business Records
Section 51C of the Inland Revenue Ordinance requires that every person carrying on a trade, profession or business in Hong Kong must keep sufficient business records, either in English or Chinese, for his income and expenditure so as to enable his assessable profits to be ascertained. He must keep such records for at least 7 years. Failure to do so may render him liable to a penalty of HKD100,000.
In this respect, business record includes:
(1) books recording receipts and payments, income and expenditure;
(2) original documents such as vouchers, bank statements, invoices, bills, receipts etc;
(3) books recording assets and liabilities;
(4) books recording daily cash receipts and cash expenditures;
(5) where the business involves dealing in goods -
(a) a record of all goods purchased and all goods sold showing date of transactions, the goods concerned, the suppliers, the customers;
(b) a record of trading stock at the opening and also at the end of the accounting
period and details of the stocktaking for preparation of the stock record;
(6) where the business involves the provision of services-
* records of all the services provided showing date of transactions, the services and the
customers.


ORDER A HONG KONG COMPANY HERE


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Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice. We do not accept any responsibility, legal or otherwise, for any errors or omissions.


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