Why Hong Kong Company?
- Low tax rate: only the profits which are sourced in Hong Kong of businesses are taxed at the rate of 16.5%.
- Simple tax system: zero VAT, GST and all sorts of sales tax. Zero tax on non-Hong Kong businesses
- World-class financial system: No foreign exchange control. Bank accounts are offered in multi-currency, with complete online banking services
- Best route to China: CEPA and lower withholding tax for dividend and royalty in China
- Chinese yuan (CNY) business: Offshore Renminbi (RMB) clearing centre. Paying or receiving Renminbi (RMB) to and from China business partners, conversion of RMB into other currency in your Hong Kong bank accounts
- Ideal for all business: international financial centre, free trade port, (almost) no restrictions of business natures
- Sound legal system: independent legal system based on common law. Clean government and business environment.
- Well-developed city for business: world-class infrastructure, abundant supply of high quality work force.
Characteristics of HK Private Limited Company:
- A company name must be unique to the existing Hong Kong companies in registrar of Hong Kong Company Registry.
- A company can have
- Either an English name or a Chinese name; or
- Both English and Chinese name.
Shareholder(s) and Director(s):
- Minimum Number of Shareholders: 1
- Minimum Number of Directors: 1
- No nationality restriction
- Shareholder(s) is allowable to be appointed as Director(s).
- Acceptable for Individual (i.e. natural person) and/or Corporate (i.e. incorporated body) person*
Corporate directors are acceptable for registration of every private limited company in Hong Kong but at least one of them must be natural person according to New Companies Ordinance (the law of company registration in Hong Kong) effective on 3rd March 2014.
Therefore, every sole-director company whose director must be a natural person director.
Statutory Company Secretary and Registered Office Address:
- Appointment of at least one Company Secretary and one Registered Address are required.
- Company Secretary can be either an individual or corporate.
- They must be either a Hong Kong resident or a Hong Kong limited company. *
For sole-director company, the director cannot act as the Company Secretary of the company at the same time.
- Registered Office Address is an postal address in Hong Kong.
- Neither P.O. box nor non-postal address is acceptable.
AsiaBC offers “Hong Kong incorporation Services” to act as statutory company secretary of your company and to part your company’s registered office address to AsiaBC’s office with handling.
Share Capital Requirement:
- Minimum subscribed share capital is 1 share.
- Currency is not limited.
- No par-value for share(s).
- No government stamp duty are charged on increasing of nominal share capital and allotment of shares (on or after 1st June 2012)
Arrangement of share capital may be a complex issues when the new company consists of more than one owners. AsiaBC offers financial consultation to assist clients to set up a company through a simple and reliable share capital arrangement.
- Beneficiary Owner(s): No
- Filings Shareholder(s): Yes
- Filings Director(s): Yes
HK Limited Company Formation Procedure:
Step 1 : Choose a type:
- Brand-new company, OR
- Shelf company
Brand-new company (namely tailor-made company) is the company which will be incorporated from sketch, its composition totally comply with the laws in Hong Kong.
Shelf company (namely Off-the-shelf company or Ready-made company) is the company which has been incorporated for the purpose of reselling, it has never been engaged into any business activities (i.e. no bank accounts), its composition totally comply with the laws in Hong Kong.
Step 2 : Choose a sub-type:
For Brand-new company:
- Online submission (e-registration), OR
- Paper submission (traditional method)
For Shelf company:
- Fresh company (younger than its 1st anniversary date), OR
- Aged company (older than its 1st anniversary date)
Brand-new company by online submission (e-registration) can be processed within 1 day including government processing time while incorporation of a brand-new company by paper submission can take 7 working days by government.
On the other hand, buying shelf company regardless of its “freshness” takes 2 working days due to government processing time.
Step 3 : Preparation for company registration
- Company Name:
- Select several preferred company names to go through the company name search for finding a unique company name.
- For buy shelf company, select your preferred company name from the list of existing company (available upon request).
- Name change of company name is allowable, services and government fee applies.
- Shareholder(s) and Director(s):
- Full name / Company Name
- Residential Address / Registered office address
- Nationality / Place of incorporation
- HKID or Passport number / Incorporation number
- Shareholdings structure among shareholders.
- Company Secretary:
- If AsiaBC is appointed as your company secretary, the information below is not required.
- Full name / Company Name
- HKID or Passport number / Incorporation number
- Hong Kong Residential Address / Hong Kong registered office address
- Registered Office Address:
- If AsiaBC is hired to be your company registered office address, the information below is not required.
- A Hong Kong local address for government registration, administration and communication purpose. (non-P.O.Box address)
Step 1 : Renewal of Company Registration Documents
- For maintaining government’s record of your company, government charges annual renewal fee and required to be settled within 42 days after anniversary date of your company.
- All the information provided for incorporation must be maintained and be valid, these include the information as follows:
- Hong Kong Registered Office Address
- Company Secretary
- Shareholding Structure
- In case of change of information on company registration documents:
- Any changes regarding to information on company registration documents must be reported to Hong Kong government by separate procedures other than annual renewal process. Government and services fee applies.
Step 2 : Tax filing, Accounting and Audit
- Audit and tax filing are statutory requirement of every company on annual basis
- Companies are recommended to pick either “31-December” or “31-March” as the closing date of financial reporting as same as the cut-off date of Hong Kong Government.
- Maintain proper accounting books and records to produce financial statements for tax return filing for 7 years.
- Tax filing involves:
- Employer’s Return
- Profits Tax Return (16.5% since 2008/09 and onwards)
- Audit service must rendered by independent auditor (Certified Public Accountant – CPA).
- Service fee of audit should be quoted separately according to certain criteria e.g. business size, annual turnover, amount of time spent on the book, and etc.
Fact about company registration in Hong Kong:
Business Registration Certificate (BR)
Business Registration Office of Inland Revenue Department (BRO) handles the registration of business which have been doing in Hong Kong. The Certificate is valid either 1 year or 3 years starting from its date of business commencement. Any company must obtain this certificate on its incorporation and timely renewal is statutory.
Certificate of Incorporation (CI)
Companies Registry (CR) handles the registration of companies in Hong Kong, valid for 1 year. As a limited company is a legal person, CI is the birth certificate of a company registered in Hong Kong. Annual renewal via annual return must be settled timely before its anniversary date.
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