Hong Kong Company Incorporation Guide (7) - Hong Kong Company Registration Procedures
(Unless otherwise stated, Hong Kong company refers to private limited liability company incorporated in Hong Kong)
1. Hong Kong Company Registration Procedures
The procedures described below are for the registration of a brand new private limited company in Hong Kong. That is, where the client provides a company name created by himself and engaged Kaizen to handle the registration. it is assumed that the registered office and company secretary are to be provided by Kaizen.
Step 1:
Clients place an order for incorporation with Kaizen and provide the following documents and information to Kaizen by email or fax or post:
| (1) |
Proposed company name (Hong Kong Company Names Guidelines), either in English only or Chinese only or both; |
| (2) |
One photocopy of passport and residential addresses of all shareholders, if shareholders are not Hong Kong residents; One copy of Hong Kong Identity Card and residential addresses of all shareholders, if shareholders are Hong Kong residents; if shareholder is another corporation, please provide Certificate of Incorporation and registered office; |
| (3) |
One photocopy of passport (only the page showing the particulars of the holder) and residential addresses of all directors, if directors are not Hong Kong residents; One copy of Hong Kong Identity Card and residential addresses of all directors, if directors are Hong Kong residents; if director is another corporation, please provide Certificate of Incorporation and registered office; |
| (4) |
Amount of share capital, percentage of shareholdings if more than one shareholder. |
| (5) |
The name, occupation and residential address of the third party who will act as witness to the signature of the shareholder in the Memorandum and Articles of Association. The only requirement regarding the witness is that she/he must be over the age of 18. If the client could come to our offices to sign the incorporation documents, we can provide the witness. |
Step 2:
Kaizen performs a name availability search in the Register of Companies maintained by the Hong Kong Companies Registry and confirm with clients whether the proposed company name(s) is/are available for registration or not.
Clients are advised to provide at least two proposed names in priority of preference in case that the most preferred one is gone and it could be replaced by the second preference.
Step 3:
After confirmation of the availability of the proposed name, Kaizen then prepares the following incorporation documents:
(1) Memorandum and Articles of Association (also known as bylaws, constitutions), appointment of first directors and
(2) Notice of Appointment of First Secretary and Director (Form D1)
(3) Notice of Situation of Registered Office
(4) Letter of appointment of first directors
(5) Minutes of First Directors?Meeting
Step 4:
Kaizen then arranges to have the documents listed in Step 3 signed by the directors and shareholders and the witness.
You could come to our offices to sign the incorporation documents. In the case that clients could not come to our offices, Kaizen could arrange to deliver the incorporation documents to you for your signing. The original duly signed incorporation documents must then be returned to Kaizen for filing.
Step 5:
After 4 working days, the Companies Registry issues the Certificate of Incorporation and Kaizen arranges the collection of it from the Companies Registry. The company is now officially registered/incorporated in Hong Kong.
Step 6:
Kaizen now proceeds to place an order for manufacturing of company seal and chop and printing of Memorandum and Articles of Association (the whole set of documents together is known as company kit).
Step 7:
Kaizen 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. The Business Registration Certificate is normally issued in one hour after submission of application form and payment of appropriate fee.
Step 8:
Kaizen arranges to deliver to you the Company Kit. The whole registration process is then completed. All the documents evidencing the legal existence of the Company is contained in the Company Kit and those items are what we returned to you after the Company is duly registered.
2. Documents obtained after incorporation
After your company is officially registered in Hong Kong, you will obtain the following documents:
Tailor-made Company (when you engaged a corporate agent to do the registration for you)
(1) Original copy of Certificate of Incorporation (sample)
(2) Original copy of Business Registration Certificate (sample)
(3) 10 printed copy of Memorandum and Articles of Association (sample)
(4) 20 copies of blank share certificate
(5) One statutory book (members register, directors register and share register)
(6) One company chop and one Common Seal
(7) Duplicate copy of documents filed with Companies Registry in relation to the appointment of directors, secretary, location of registered office and one duly completed share certificate for each of the shareholders.
3. General Requirements for Incorporation of Hong Kong Company
| (1) |
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 (the Registrar of Companies maintains a register of companies incorporated in Hong Kong); |
| (2) |
In accordance with the Companies Ordinance, 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. However, if a person is a sole director, she/he could not act as director and company secretary at the same time. |
| (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). |
| (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. |
| (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. |
| (6) |
In accordance with Business Registration Ordinance, a company once incorporated, must apply to the Business Registration Office, a department of the Inland Revenue Department, for a Business Registration Certificate within one month after its incorporation. The business registration number shown in the Business Registration Certificate is also the profits tax file number. |
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) .
If you need any information or assistance or decide to incorporate, please feel free to contact us.
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