Hong Kong Company Incorporation Procedures - Step by Step Guide to Register a Hong Kong Company through Kaizen
IMPORTANT NOTE: With the introduction of online registration by the Companies Registry, now the registration of a private company in Hong Kong could be completed in a day.
1. Hong Kong Company Step by Step Incorporation Guide
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 the name of the company 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); |
| (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. |
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) Articles of Association (also known as bylaws, constitutions), appointment of first directors and
(2) Incorporation Form (Company Limited by Shares) (Form NNC1)
(3) Letter of appointment of first directors
(4) Minutes of First Directors’Meeting
Step 4:
Kaizen then arranges to have the documents listed in Step 3 signed by the directors and shareholders.
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) Articles of Association of Association of the intended company.
(2) Incorporation Form (Company Limited by Shares) (Form NNC1).
Step 6:
After 6 working days, Kaizen collects the Certificate of Incorporation and Business Registration Certificate from the Companies Registry.
Step 7:
Kaizen now proceeds to place the order for manufacturing of company seal and chop and printing of Articles of Association (the whole set of documents together is known as company kit).
Step 8:
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 Articles of Association (sample 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. |
2. Hong Kong Company Registration Costs
Our registration fees for registration of a company are USD1,150 which covers all basic formalities for the first year (from date of incorporation to next anniversary date). A breakdown of our incorporation fees are provided in the table below:
| Item |
Description |
Amount (USD) |
| 1 |
Payment of incorporation official filing fee (to the Hong Kong Government) |
220 |
| 2 |
Payment of first year business registration fee (to the Hong Kong Government) |
290 |
| 3 |
One complete company kit |
84 |
| 4 |
Provision of first year Company Secretary |
360 |
| 5 |
Provision of first year Registered Office |
230 |
| 6 |
Incorporation service fee |
200 |
| |
TOTAL: |
1,384 |
Note: the incorporation fee stated above does not cover courier charge for delivering incorporation and company kit to you.
3. Annual Maintenance Costs
After a company is officially registered in Hong Kong, it will have certain compliance requirements. These compliance requirements could be divided into two categories, one with fixed fees and another with variable fees, as listed in the table below. The total amount represents the minimum costs to maintain a trading company (with a turnover of less than USD650,000) in good standing in Hong Kong.
| Item |
Description |
Amount (USD) |
| |
Compliance Requirements with Fixed Fees |
|
| 1 |
Business Registration Certificate renewal fee |
290 |
| 2 |
Annual Return statutory filing fee |
15 |
| 3 |
Provision of Company Secretary |
360 |
| 4 |
Provision of Registered Office |
230 |
| 5 |
Annual General Meeting |
130 |
|
Subtotal: |
1,025 |
| |
Compliance Requirements with Variable Fees |
|
| 6 |
Updating books of accounts (assuming a monthly fee of HKD800 is to be charged) |
1,230 |
| 7 |
Financial statements statutory audit (assuming trading company with a turnover of less than HKD5,000,000) |
1,025 |
| 8 |
Tax computation and filing of profits tax return |
205 |
| 9 |
Filing of Employer’s Return (per employee) |
85 |
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.
3. The annual maintenance/compliance fees are expected in the second year and thereafter and the variable fees are for general reference only and represents the minimum you should budget for the purpose of maintaining a Hong Kong company in good standing.
For further information or assistance, please call us:
Hong Kong Office: +852 2341 1444
Singapore Office: +65 6883 1061
Shenzhen Office: +86 755 8268 4480
Shanghai Office: +86 21 6439 4114
Beijing Office: +86 10 6210 1890
or send email to enquiries@bycpa.com.
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