Hong Kong Company Registration
Procedures
(Tailor-made Company)
When you engage Kaizen to incorporate a Hong Kong company for
you, please follow the procedures described below. These procedures apply to tailor-made company, that is, clients provide a name of their own creation.
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) One copy of Hong Kong Identity Card and residential address
of Company Secretary (applicable only when we are not appointed Company Secretary of the proposed company); |
| (4) |
One copy of Hong Kong Identity Card and residential address
of Company Secretary (applicable only when we are not appointed Company Secretary of the proposed company); |
| (6) |
Address of Registered Office (applicable only when clients
want to provide their own address situated in Hong Kong); |
| (6) |
Amount of share capital, percentage of shareholdings if
more than one shareholder. |
| (7) |
The name, occupation and residential address of the third
party who will act as witness to the signature of the shareholder.
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 available 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) 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 4:
Kaizen then arranges to have the documents listed in Step
3 signed by the directors and shareholders and the witness.
You could either 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 incorporation
documents must then be returned to Kaizen for filing.
Step 5:
After the incorporation documents are duly signed, Kaizen
then 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 6:
After 6 working days, Kaizen collects the Certificate of Incorporation
from the Companies Registry.
Step 7:
Then, Kaizen complete some of the 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 8:
Kaizen now proceeds to place the order for manufacturing of
company seal and chop and printing of Articles of Memorandum
and Association (the whole set of documents together is known
as company kit).
Step 9:
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. The Business
Registration Certificate is issued is normally issued in one
hour after submission of application form and payment of appropriate
fee.
Step 10:
Kaizen arrange 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.
In particular, the Company Kit includes the following
items:
| (1) |
Original copy of Certificate
of Incorporation (sample Certificate
of Incorporation) |
| (2) |
Original copy of Business Registration Certificate (sample Business Registration Certificate) |
| (3) |
10 printed copy of Memorandum and Articles of Association
(sample Memorandum and Articles of Association) |
| (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. |
Hong Kong Company Registration Costs
Our registration fees for registration of a company with a
standard share capital of HKD10,000 are USD1,325.00 which covers
all basic formalities for the first year (from date of incorporation
to next anniversary date). In particular, our fees cover the
following items:
1. Payment of incorporation official filing fee (USD225)
2. Payment of first year business registration fee (USD335)
3. One complete company kit (USD100)
4. Provision of first year Company Secretary (USD275)
5. Provision of first year registered Office (USD175)
6. Incorporation service charge (USD215)
Note: the incorporation fee stated above does not cover courier
charge for delivering incorporation and company kit to you.
Annual Maintenance Costs
The basic annual costs to maintain a Hong Kong company in good standing are estimated to be around USD1,410. In particulars, the annual maintenance costs consist of the following items:
Items with fixed fees:
1. Annual retainer for acting as company secretary: USD275 (note 1)
2. Registered Office fee: USD175 (note 2)
3. Payment of business registration fee: USD335 (subject to change by the Government)
4. Annual Return statutory filing fee: USD14 (subject to change by the Government)
Items with variable fees:
5. Book-keeping fee: NIL if not operating; fees to be determined according to the nature of business and number of transactions.
6. Statutory audit fee: USD500 if operation is minimal; exact fee will be determined according to a number of factors, such as the nature of business and amount of turnover etc.
7. Filing of Profits Tax Return: USD75 (More on Reporting Requirements)
8. Filing of Employer's Return: USD30 (More on Employer's Return)
Note:
1. The annual retainer for provision of Company Secretary covers the following services:
(1) Provision of one Corporate Company Secretary (Kaizen Secretaries Limited acts as Company Secretary);
(2) Preparation and filing of Annual Return;
(3) Filing of notice of change of registered office and business address; preparation of minutes;
(4) Filing of notice of change of directors and secretary.
2. The annual cost for provision of Registered Office covers the following services:
(1) Provision of one street address as Registered Office of your Hong Kong company;
(2) Forward government mails to any location specified by clients. Please note handling fee of USD3 plus actual postage will be charged for each batch of mails forwarded.
(3) Please note the Registered Office is not to be used for business purpose unless otherwise agreed by Kaizen.
Related Topics:
Detailed
registration procedures of Hong Kong company (readymade company)
Hong
Kong Company Maintenance Guideline Note
Detailed
registration Procedures and Costs of a Overseas Company
Hong
Kong Company Annual Maintenance Costs
Please contact
us or send email to info@bycpa.com
if you require further information or want to place your order.
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