Low tax. British law. USD linked currency. Stepping stone to investments in China. Enterprise support is government policy. Hong Kong is ideal for multinational businesses...
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Overseas companies intend to carry out business in Hong Kong need to apply for registration within one month of establishing a place of business in Hong Kong....
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Foreign Investors in China
The Wholly Owned
Foreign Enterprise (WOFE), also called Wholly
Owned Foreign Enterprise (WOFE), is a Limited Liability Company established and wholly owned by the foreign investor(s) in China. ...
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Representative Office (RO), also known as Permanent Resident Office, is an office of a foreign enterprise set up in China for liaison with Chinese businesses and customers on behalf of its parent company.....
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The prestige enjoyed by Delaware as a corporate domicile
is in part due to the emphasis which the state has placed in
making its corporate laws, court system and infrastructure
attractive to businesses. The success achieved by the state
is reflected in the almost one third contribution to the
income of the state government from registration and
franchise taxes.
Other frequently cited reasons for Delaware’s popularity
as a company domicile include:
(1) Delaware is the only state within the U.S. to have a
separate Court of Chancery whose judges are highly
experienced in company law. The decisions of that court have
established a body of law relevant to corporations which are
frequently followed by other courts in the U.S. The Delaware
General Corporation Law is used as a standard by which the
corporate laws of other states are tested; it is the
corporate code that is used in most U.S. law schools to
train lawyers which results in greater familiarity with
Delaware corporate law among lawyers.
(2) Delaware does not impose a corporate income tax on
corporations that are formed in Delaware but which do not
transact business in the state. Non-resident companies only
pay an annual franchise tax to the state with a minimum of
US$50.00 payable annually.
(3) The large numbers of well-known companies that have
selected Delaware as their corporate domicile has influenced
many other small and medium sized companies to adopt the
same strategy.
ADVANTAGES OF DELAWARE CORPORATIONS
. No disclosure of the names of shareholders.
. One individual (who need not be a shareholder) can
hold all corporate offices and be the sole director.
. The annual state franchise tax is low.
. Meetings and records can be held anywhere in the
world.
. Shareholders and directors can act by written
unanimous consent.
. No minimum capital is required in order to commence
business.
. No residency requirements for shareholders, officers
and directors.
. Corporations can be established for any lawful act or
activity.
. No state income taxes for corporations which do not
transact business in the state.
. Special provisions can be included in the Certificate
of Incorporation and By-Laws which exculpate officers and
directors from personal liability and provide
indemnification of officers, directors and shareholders.
DELAWARE CORPORATE STRUCTURE
The Certificate of Incorporation is the public document
registered with the Office of the Secretary of State of
Delaware on formation of a corporation.
By-Laws are the regulations of the corporation as
adopted by the Directors which describe the procedures by
which the management of the company is to operate.
The Stockholders are the owners of the company but they
do not manage the company. Typically, they hold common stock
and have the right to one vote for each share they own. Only
one Stockholder is required.
The Directors manage the company and are responsible for
the affairs of the company such as the issuance of shares,
election of officers, approving transactions and
establishing corporate policies. Only one Director is
required.
The Officers of the company are appointed by the
Directors and handle the day-to-day business of the company.
The officers carry out the Board’s decisions and implement
the Board’s policies.
Officers are usually the President, Vice President,
Secretary and Treasurer.
FOREIGN OWNERSHIP OF DELAWARE CORPORATIONS
There are important tax and corporate governance issues
relating to the ownership by non-U.S. persons of a Delaware
corporation. These are:
. No restrictions on foreign ownership or management of
the corporation.
. Shareholders may be individuals or business entities
of any nationality or domicile.
. With the exception of a Registered Office and
Registered Agent in Delaware, no physical presence in
Delaware is required.
. The By-Laws of a corporation are not a matter of
public record.
. No disclosure in the public record of the names of the
shareholders of the corporation.
. The corporate records may be maintained outside the
U.S.
. As a corporation incorporated within the United States
the company is required to comply with U.S. Federal Tax and
Reporting requirements. A Federal Tax Identification Number
must be applied for and on an annual basis the company is
required to file a tax return with the U.S. Internal Revenue
Service.
GOVERNMENT FILINGS
A Certificate of Incorporation is filed with the office
of the Secretary of State of Delaware upon the incorporation
of the company which lists:
. The name of the corporation which must end with the
words “Company”, “Corporation”, “Limited” or “Incorporated”
or one of the abbreviations such as “Co.”, “Corp.”, “Ltd.”
or “Inc.”.
. The name and address in Delaware of the corporation’s
registered agent and registered office.
. The nature of the business or purposes to be conducted
or promoted.
. The total number of shares of stock which the
corporation shall have the authority to issue and any
designations, preferences, rights, qualifications,
limitations or restrictions on the shares.
On March 1st of each year, every Delaware Corporation
must file an annual Franchise Tax Report and pay an annual
Franchise Tax. The tax is based on the authorized share
capital of the corporation and the Tax Report must include
the names and addresses of the Directors and Officers. Late
filing of the report and payment of the tax will incur
penalties and interest which is compounded monthly.
DELAWARE CORPORATE FEES
Incorporation USD1200
Name availability search, name reservation, preparation
and filing of the Certificate of Incorporation (including
all filing fees), preparation of share register, issuance of
shares, preparation of by-laws, liaison with client.
Annual Maintenance USD700
Providing Registered Office and Registered Agent
services including forwarding and filing of Annual Franchise
Tax Report.
Note: Annual maintenance cost for the second year and
thereafter of USD700 cover state franchise tax.
Apostille of Certificate of Incorporation
Arranging to have the certificate of incorporation
apostilled by the Secretary of State of California is also
covered by the incorporation fee.
Each corporation is provided with a filed copy of the
Certificate of Incorporation, standard By-Laws and Form SS-4
(Application for Employee Identification Number).
Our Delaware incorporation service also includes the
provision of a corporate kit which contains stock
certificates, corporate seal, stock transfer ledger and
shareholders register.
GENERAL FEE INFORMATION
Company fees are billed in advance upon formation and
annually thereafter. Due to the nature of the service
provided fees are not refundable. Work performed in addition
to the services described above will be charged at our
standard rates applicable to the personnel performing the
work. Such time will be billed in arrears either monthly,
semi-annually or annually depending on the volume of work
performed.
. Hourly rates for additional services:
– Directors $200
– Senior Personnel $85-150
– Junior Personnel $35-75
. The above fee schedule excludes disbursements which
are billed separately.
. Special transaction fees may be charged for work of a
particularly onerous, time critical, high value or otherwise
exceptional nature.
. The company may retain brokerage, insurance and any
other commissions received in the normal course of its
business.
. Fees and expenses are quoted and payable in U.S.
dollars.
. Fees are subject to annual review.
. Different fees may apply where instructions are
received directly from the beneficial owner.
Hong Kong Head Office
Room 1106, Futura Plaza, 111 How Ming Street, Kwun Tong, Hong Kong
TEL +852 2341 1444 FAX +852 2341 1414
WEB
http://www.by-cpa.com E-mail
info@by-cpa.com
