(Unless otherwise stated, Hong Kong company
refers to limited liability company incorporated in Hong Kong)
General Requirements for Incorporation of Hong Kong Company
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(1)
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The proposed company name, which can be in English or Chinese
only or both, can not be the same or too similar as one already
registered with Companies Registry; |
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(2)
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Each company incorporated in Hong Kong must have at least one
shareholder, one director and a company secretary. However, a person
can act in dual capacity. That is, one can act as shareholder,
director and secretary at the same time. |
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(3) |
Shareholder and director can be of any nationalities. However,
Company Secretary must be a Hong Kong resident or a company
incorporated or having a business address in Hong Kong. We can
provide Company Secretary upon request. We also have incorporation
package which includes Company Secretary (please click here for a
detailed definition, powers and responsibilities of Company
Secretary). |
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(4) |
Each company must have a Hong Kong address to be used as
Registered Office for communication with the Hong Kong Government.
We can provide Registered Office upon request and we have
incorporation package which includes a registered office. Of course,
you can opt to use your own address as registered office.
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(5) |
There is no restriction on the amount of share capital and the
share capital can be expressed in any currency other than HKD.
However, most of the companies are incorporated with a standard capital
of HKD10,000 divided into 10,000 shares of HK$1.00 each unless
otherwise advised. Also, all shelf or readymade Hong Kong companies
sold by us come with a standard 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. However, a capital duty of 0.1% on
the amount of authorised share capital so increased is to be paid to
Hong Kong Government. The maximum amount of capital duty is
HK$30,000. |
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(6) |
In accordance with Business Registration Ordinances, a company
once incorporated, must apply to the Inland Revenue Department for a
Business Registration Certificate within one month after its
incorporation. |
Please click here for detailed description of
the features of Hong Kong company.
Hong Kong Company Registration Procedures
Step 1:
The Incorporator performs a name available
search in the Companies Registry to confirm whether the proposed
company name(s) is/are available for registration or not.
A
proposed name could not be registered if it is the same as a
registered name appearing on the Registrar's index of company names
maintained by the Companies Registry.
Step 2:
After confirmation of the availability of the proposed name,
the incorporation the prepares the following incorporation
documents:
(1) Memorandum
and Articles of Association, appointment of first directors and
(2) Declaration of Compliance
(3) Notice of Appointment of First
Secretary and Director (Form D1)
(4) Consent to Act as Director (Form D3)
(5) Notice of Situation of Registered Office
(6) Letter of appointment of first
directors
(7) Minutes of First Directors' Meeting
Step 3:
The incorporation then arrange to have the
documents listed in Step 2 signed by the directors and shareholders
and the witness.
Please note that the signatures of the shareholder(s) in the
Articles of Memorandum and Association must be witnessed by a third
party. The only requirement regarding the witness is that she/he
must be over the age of 18.
Step 4:
Then the Incorporator files the following documents with Companies Registry
together with the appropriate fees for the application of
Certificate of Incorporation:-
(1) Memorandum and Articles of Association of the intended company.
(2) Declaration of Compliance.
Step 5:
After 6 working days, the incorporator goes to
the Companies Registry to collect the Certificate of Incorporation.
Step 6:
Then, the incorporation complete the forms as
listed in Step 2 (some of the information required for completion
are only made available after the Certificate of Incorporation is
available) and file them with the Companies Registry:-
(1) Notification of Appointment of First Directors and Secretary
(2) Notice of Consent to Act as Director
(3) Notification of Situation of Registered Address
(4) Any other documents if appropriate
Step 7:
The incorporation now proceed to place the
order for manufacturing of company seal and chop and printing of
Articles of Memorandum and Association.
Step 8:
Finally, the incorporator or the Company submits the form for application for
Business
Registration Certificate to Inland Revenue Department to apply for
the Business Registration Certificate with payment of appropriate
fee. In most of the cases, the Business Registration Certificate
will be issued in less than one hour after submission of application
form and payment of appropriate fee.
After obtaining the Business Registration Certificate from the
Inland Revenue Department, the whole incorporation process is
completed.
More Information on Business Registration
Certificate
The procedures described above applies to the situation that the
shareholder/director incorporates the company by themselves. In
practice, most of the companies are incorporated through accounting
firms or corporate services providers, like Kaizen Corporation
Services Limited. In some other cases, the person intends to
incorporate a company will prefer to buy a readymade (off shelf
company) .
Please click here for a detailed description of the incorporation
procedures in the case that you engage Kaizen to register a company
for you or to purchase a readymade company from Kaizen.
If you need any information or assistance, please feel free to
contact us.
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