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)
From
1 April 2003
the Hong
Kong Government
increased the
business registration fee
with US$250
upward from HK$600
to HK$2600,
and therefore, our fees
were
adjusted accordingly.
(Package price increased with $250)
Package 1
We can provide Hong Kong
company at
US$1,500
You must provide
at least one director and one shareholder
Ready-made companies available.
(first year basic costs) covers:
1. Company registration fees to the Hong Kong Government;
2. First year business registration fees to the Hong Kong Government;
3. First year registered office;
4. First year company secretary;
5. One company kit including
(1) 10 copies of M&A
(2) 10 copies of share certificates
(3) One statutory register book
(4) One common seal;
(5) One authorization chop;
6. One registered mail
Each company incorporated in Hong Kong must
have at least one shareholder, one director and a secretary.
However, a person can act in dual capacity. That is, one can act as
shareholder, director and secretary at the same time.
Package 2
:
US$:1,750
Package 1 (above)
plus nominee service:
(7) One
nominee shareholder for one year
(8) One nominee director for one year
We
provide
one 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$550
Business registration fee: HK$2600 (US$330)
Nominee Shareholder and Nominee director: US$300 / 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.
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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.
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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.
(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; |
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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
FIND/BUY RELATED
BOOKS!
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.
Please go to our Uses of offshore Companies Page where you will
find interesting information on the benefits of using offshore companies and trusts for
business and personal use, links to information on other locations and details of our
products and services.
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