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| Forming Companies | > | Hong Kong Companies |
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People form company to achieve different purpose, such as tax planning, risk diversification, investment, market entry etc.
Generally, Hong Kong companies are being used because of following advantages:
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With British legal system as background which is well adopted.
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With English and Chinese as bilingual legal language.
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With very stable social and political environment.
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With very active and freedom in financial activities. No restriction in fund transfer to and from most part of the world.
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Close to and with excellent relationship with Mainland China.
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With huge supply of high quality manpower.
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Being international center of information exchange and transportation hub.
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Save legal and government fee when transfer of asset is effected by transfer of shares of a company holding the asset, rather than transfer of the title of the asset directly.
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Incorporation Requirement |
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Minimum 1 shareholder.
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Minimum 1 director.
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Directors & shareholders can be same person.
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No nationality restriction for shareholders and directors.
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Corporate shareholder and director is allowed.
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Minimum subscribed share capital is HK$1.
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Registered address in Hong Kong.
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One Company Secretary and should either be Hong Kong resident or Hong Kong limited company.
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Company name should not be same as those already in company register and can be
- only English name
- only Chinese name
- For practical reason, we don't suggest using only Chinese name. English name is useful for daily use, including banking transaction.
- English plus Chinese name
- In daily use, quoting only English name is enough.
For detail about company name restriction, please refer to [ F A Q ]
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Incorporation procedure and required time |
| Day 1 |
Client to pass following information to AsiaBS for name search:
- Detail and passport (ID) copy of at least 1 shareholder and 1 director.
- Detail of registered address and company secretary.
- At least 3 intended company names in order of preference.
- 50% service fee as downpayment.
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| Day 2 |
- AsiaBS confirm to client whether the names can be used.
- AsiaBS send documents to client for signature.
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| Day 3 |
- Client to pass the signed document back to AsiaBS for processing.
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| Day 10 |
Documents will be available to client:
- Certificate of Incorporation.
- Business Registration Certificate (full amount of service fee and
disbursement should be settled before application of Business Registration Certificate).
When
Certificate of Incorporation is available to client,
the company is certified to be established and
client can use the company to enter into business
transaction. |
| Day 13 |
Whole set of company
kit (green box) and processed documents will be
available to client. |
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Important Note
- Time required as stated is working days, not calendar days.
- If client can arrange to pass information, sign
documents and payment within same day, the whole
process can be shortened to around 7 working days.
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The
whole incorporation process and service ends here
and clients should have following items with them:
- Green box
- Certificate of
Incorporation
- Business Registration
Certificate
- Copies of shareholders,
directors etc registration documents (Original
is kept in government for public search.)
Courier fee for delivery
of completed company registration material is
not included yet in the standard service fee.
Client needs to specify address and contact phone
no. before exact courier fee can be quoted. |
| Day 1 |
- Client to choose preferred companies from ready made company list
- Client to pass
following information to AsiaBS for document
preparation:
- Address and
passport (ID) copy of at least 1shareholder
and 1 director.
- Detail of
registered address and company secretary.
- Company name
chosen from ready made company list.
- Full payment
is required.
- AsiaBS send Certificate
of Incorporation and company kit (green box)
to client.
When
Certificate of Incorporation is available to client,
client can use the company to enter into business
transaction, even though some registration process
need to handle in following days. |
| Day 2 |
- AsiaBS send documents to client for signature.
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| Day 3 |
- Client to pass the signed document back to AsiaBS for processing.
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| Day 4 |
- AsiaBS to pass processed documents to client plus Business
Registration Certificate.
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The
whole incorporation process and service ends here
and clients should have following items with them:
- Green
box
- Certificate of
Incorporation
- Business Registration
Certificate
- Copies of shareholders,
directors etc registration documents (Original
is kept in government for public search.)
Courier fee for delivery
of completed company registration material is
not included yet in the standard service fee.
Client needs to specify address and contact phone
no. before exact courier fee can be quoted. |
| (Additional international courier fee may apply according to client's location)
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Package
1 |
Package
2 |
Package
3 |
Package
4 |
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(#CFHK1) |
(#CFHK2) |
(#CFHK3) |
(#CFHK4) |
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| Ready made company |
HK$ |
8,800 |
7,500 |
6,900 |
6,300 |
| Tailor made company |
HK$ |
8,800 |
7,500 |
6,900 |
6,300 |
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Company incorporation handling |
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Company Secretary parking (#CS1) |
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Register Address parking (#RA1) |
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Bank a/c opening service (#BA1) |
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| Including: |
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Company incorporation service fee |
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1,000 |
1,000 |
1,000 |
1,000 |
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Company Secretary parking (#CS1) |
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600 |
600 |
600 |
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Register Address parking (#RA1) |
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600 |
600 |
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Bank a/c opening service (#BA1) |
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1,300 |
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(1) Total |
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3,500 |
2,200 |
1,600 |
1,000 |
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Disbursement |
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- Certificate of Incorporation |
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1,800 |
1,800 |
1,800 |
1,800 |
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- Business Registration Certificate |
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2,600 |
2,600 |
2,600 |
2,600 |
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- company kit (Green Box) |
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700 |
700 |
700 |
700 |
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- printing and copying |
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200 |
200 |
200 |
200 |
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(2) Total |
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5,300 |
5,300 |
5,300 |
5,300 |
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(1) + (2) Total |
HK$ |
8,800 |
7,500 |
6,900 |
6,300 |
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| Maintenance
Requirement & Cost |
Some
of the key maintenance requirement of a Hong Kong limited
company are:
- Duty to Business Registration Office (BRO)
- Renew business registration.
- Duty to Company Registry (CR)
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File annual return once
a year even though there is no change during the year
in the shareholding, director or other information of
the company.
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During the year, file
to the CR of any changes in the shareholding, directors
etc, that need to be filed according to the Companies
Ordinance. The information need to be filed and ready
for public search in order to protect the interest of
the company and the public.
- Duty to Inland Revenue Department (IRD)
- File tax return to the IRD:
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Profits Tax - once
a year (Normally auditor's reported should be submitted
together with tax returns);
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Salaries Tax (Employer
Return) - once a year - to advise salary payment
to employees;
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Maintain proper accounting
books and records to produce financial statements for
tax return filing for 7 years.
- Common misunderstanding
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Even a non-active
company need to file tax return. It is the IRD to
assess whether a company need to pay tax or no need
to file tax return.
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Proper books and records
need to be maintained in order to support any financial
statements. IRD may ask how your accounting system
works and how you keep your records. If it is not
properly handled, IRD may be suspicious of the figures
in financial statements. In certain situation, penalty
or / and estimated assessment will be levied.
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| Hong Kong company - annual maintenance cost |
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HK$ |
Note |
| Government fee - |
Business Registration Certificate renewal |
2,600 |
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Company Registry annual return filing |
105 |
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2,705 |
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| Service fee - |
Registered address (#RA1) |
600 |
1 |
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Company Secretary (#CS1) |
600 |
2 |
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Accounting, auditing & tax filing |
2,000 |
3 |
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3,200 |
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Total : |
5,905 |
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Minimum parking fee is quoted for easy reference. This may change according to different client's needs. |
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HK$2,000 is service fee for a no activity company. The actual fee depends on the business nature and number of transaction of the company. |
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| Comparison with BVI Companies |
Generally, Hong Kong company is more suitable for doing business while BVI company is more suitable for asset holding. However as situation of client varies case-by-case, professional advice should be sought before making decision. Below comparison is highlight of certain areas and help client to consider using which type of company.
1. Incorporation Requirement
2. Purpose and Benefit
3. Cost in formation, maintenance and cancellation
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1. Incorporation Requirement |
| Recommendation: BVI company is more simple in incorporation requirement. |
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Hong Kong Company |
BVI Company |
| Minimum No. of shareholder |
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| Minimum No. of director |
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| Minimum issued share capital |
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Company Secretary |
- 1 and should be Hong Kong resident
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| Nationality and address of shareholder and director |
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| Hong Kong registered address |
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- Not required.
- Keeping of Hong Kong corresponding address is useful for corresponding with registration agent.
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| Time required to incorporate |
- Ready-made: 1 day
- Tailor-made: 7 working days
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- Ready-made: 1 day
- Tailor-made: 12 working days
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2. Purpose and Benefit |
| Recommendation: BVI company is more suitable for holding of asset. Hong Kong company is more suitable for doing business. |
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Hong Kong Company |
BVI Company |
| Business image |
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| Resistance of customer and client |
- Less resistance as registration is open for public search
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- Higher resistance as registration is not open for public search
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| Risk reduction |
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| Tax benefit |
- Profits Tax rate 17.5% but exempt for profit not deriving from Hong Kong
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- Profits Tax rate Zero but limited to profit not derived from BVI.
- Company may still subject to tax of another country.
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| Asset holding |
- Asset transfer can be achieved by share transfer.
- Has to pay stamp duty for share transfer.
- Updated financial statement is required for share transfer.
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- Asset transfer can be achieved by share transfer.
- No stamp duty and no financial statement is required for share transfer.
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| Bank account opening |
- Easier and less requirement even for non-Hong Kong resident
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More requirement and always request for
- Personal banker¡¯s reference letter of directors.
- Disclosure of beneficiary owner.
- Purpose of opening bank account.
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3. Cost in incorporation, Maintenance and Cancellation |
| Recommendation: No obvious advantage for Hong Kong over BVI company , and vise versa. |
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Hong Kong Company |
BVI Company |
| Cost of incorporation |
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| Annual maintenance |
- Business Registration HK$2,600
- Annual filing HK$105
- Accounting, tax filing and auditing required. Service fee starts from HK$4,000 per year.
- Total annual fee starts from around HK$7,000.
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- License renewal US$600 (US$650 from Year 2005)
- No accounting, tax filing and auditing required
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| Business cancellation |
- No debt company can be de-registered at around HK$2,000
- Debt bearing company has to be winding up at around HK$20,000
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- Just not to pay license renewal
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| Closing
a company - Method & Cost |
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There are several methods
to close a limited company. However, they are not free
for the choice of shareholders and directors. Specific
conditions need to be met for the applicability of different
method:
De-registration
This is the least costly
way to bring a Hong Kong limited company to an end.
The fee is HK$2,000 (including government fee of HK$420+HK$350
= HK$770) but some criteria applies:
- ceased business
- no outsider liability
- no outstanding liability
to government, both in money and in document filing,
e.g. tax return
- director to guarantee
meeting criteria and keep record for future purpose
Winding up
There are different types
of winding-up:
Members voluntary
winding-up
Condition:
- Consent of and initiated
by all members
- Financially solvent
Fee: from HK$20,000
(including government and disbursement of around
HK$12,000)
Creditors voluntary
winding-up
Condition:
- Approved and initiated
by directors
- Financially in-solvent
- Not via court proceeding
- Liquidator appointed
by directors or by creditors
Fee: from HK$20,000
(including government and disbursement of around
HK$12,000)
Creditor Compulsory
winding-up
Condition:
- Initiated by creditors
- Financially in-solvent
- Court proceeding
- Provisional / Liquidator
appointed by court
Fee:
Application fee payable to court around HK$10,000
plus
service fee at discussion. |
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| Company
/ Business / Share Transfer - how to & the cost |
Being a shareholder of
a limited company, you can transfer your business in
2 different ways:
- Transfer the shares
of the limited company;
- Transfer the business
operating by the limited company.
Transfer of
shares is always the simplest method and
in most cases, the lowest in cost. For example, being
a shareholder of HSBC (the Hongkong Bank and listed
in Hong Kong Stock Exchange), you transfer your shares
easily without the need of caring what HSBC is actually
doing. The only thing you need to do is knowing the
value of the HSBC you are transferring, because the
stamp duty is based on this.
For a private limited company,
you need to prove to the stamp office how much the shares
is worthing. Usually, this can be done by the transfer
agreement between buyer and seller, the audited financial
statements or / and with a recent management account.
Stamp duty is charged at
HK$1 per HK$1,000 of share value.
Transfer of share is a
deal between shareholders.
Transfer of
business
is more complicated because your company will remain
under your ownership. The transfer does not concern
you as a shareholder. It is a transaction between your
limited company and another company. As situation differs very
much in each specific case, it is advisable to contact
us for detail suggestion. However, it is worthwhile
to highlight that transfer of business need to comply
with the law "Chapter 49
- Transfer of Business Ordinace" in order
to protect the interest of both buyer and seller. |
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Text
only section
AsiaBS - Asia Business Service Limited
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Professional qualified accountants - ACCA, HKICPA
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in Hong Kong(HK), China, BVI and Offshore
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providing services of
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Company Formation (form company),
Incorporation, Business start up for Limited and Unlimited
company, Sole Proprietor, Partnership, Wholly Foreign Owned
Enterprise, WFOE, Joint Venture, JV, Representative Office,
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Bank account opening - in Hong Kong - HSBC, Hang Seng Bank etc,
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Company secretary, Nominee shareholder,
director, Annual maintenance, Accounting, Auditing, Taxation,
Tax filing, Tax planning
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