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| 1.1 Setting up companies in Hong Kong |
The followings are some frequently asked questions with respect to setting up companies in Hong Kong or buying Hong Kong shelf companies.
If you have other queries, please call us on (852) 2781 0282 or send us an email. |
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Q1 |
How long does it take to set up a company in Hong Kong? |
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7-9 working days. |
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Q2 |
How many shareholders should there be in a Hong Kong private limited company? |
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At least one. |
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Q3 |
How many directors should there be in a Hong Kong private limited company? |
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At least one. |
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Q4 |
How much authorised share capital do I need? |
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The standard authorised capital of our package is set at HK$10,000 divided into 10,000 shares of HK$1 each. The minimum issued share capital is HK$1. If you like to have a simple capital structure for your business, this is it.
You can also choose to have an authorised share capital exceeding HK$10,000. You only need to pay an additional capital duty at the rate of HK$1 per HK$1,000 of the additional authorised capital. |
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Q5 |
What documents are required for setting up a Hong Kong company? |
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Complete this questionnaire and return to us by fax at (852) 2781 0816 or by email.
If you are not fond of forms, just send us...
(1) the company name(s);
(2) the Registered Office address
(3) the full name and address of the shareholder(s), and number of shares he/she likes to subscribe.
(4) the full name and address of the director(s)
If the shareholders are unable to come to our office to sign the incorporation documents, please provide copy of Hong Kong Identity Card or Passport of a person who can act as the Witness of the signatures of the shareholders on the Memorandum and Articles of Association ("M&As" or “Constitution” in the U.S.) of the company.
Please note that the details of the Witness will be published on the M&As in the future. However, the witness has no legal responsibility to the company's liabilities. |
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Q6 |
What is a company secretary? |
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Under the Companies Ordinance, every company must have a secretary, or joint secretaries in rare cases. The sole director of a private company cannot be appointed also as the secretary of the company.
The secretary must be a Hong Kong resident or a body corporate having its registered office or place of business in Hong Kong. In addition, a private company having only one director may not appoint as secretary a body corporate whose sole director is the only director of the private company.
To unload your administration and compliance burden, we will act as your company secretary free of charge for the first year and, if you are satisfied with our services, will charge an annual service fee from the second year onward. |
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Q7 |
What will I get? |
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You will be provided with:
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Q8 |
What should I do after the company is set up? |
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You are advised to open at least one bank account as soon as your company is set up. Most of the banks take 2-4 weeks to have the company accounts set up and cheque books printed.
We will provide you with 2 sets of documents (incl. "certified true copies" of the statutory forms and certificates) for opening of bank accounts. We will arrange an appointment for you as well.
Useful links:
- HSBC's BusinessVantage Account
- Hang Seng Bank's IBS Account |
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Q9 |
When do we need to pay tax, and how do we fulfill our tax obligation? |
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Hong Kong limited companies will usually receive its first Profits Tax Return from the Inland Revenue Department in around the eighteenth month since its incorporation.
However, you are encouraged to have your company’s accounting records prepared and finalized much earlier than the Profits Tax Return is to be issued because you should allow some time to have the accounts audited by a practising accounting firm before they are filed with the Inland Revenue Department together with the Profits Tax Return.
The Inland Revenue Department will usually issue a tax demand note a few weeks after the Profits Tax Return is submitted.
To ease your compliance burden, we will act as your tax representatives free of charge for the first year and, if you are satisfied with our services, we will charge a small fee from the second year onwards. |
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Q10 |
What are shelf companies? |
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These are companies already set up and have never been used.
All the formalities of buying these shelf companies can be done swiftly within 1-2 working days.
If the company name is not your prime concern and/or when you want to use a company to enter into contractual agreements (e.g. signing of tenancy agreements) quickly, then “shelf company” is a good choice.
Here is a list of "Hong Kong shelf companies" for your reference. |
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Q11 |
I want to set up a company in Hong Kong, what should I do now? |
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Simply take 5-7 minutes to fill in and return this questionnaire to us, by fax (852) 2781 0816 or by email, with copies of Hong Kong Identity Cards or Passports of the shareholders and directors.
If you are not sure about certain items, just leave them blank and we will take care of them and advise you accordingly.
We will do the first 20 name search free of charge. Name search results are usually available within an hour.
Here is a flow diagram illustrating the whole procedure for your reference.
Call us on (852) 2781 0282 for an appointment. It only takes 10-15 minutes at our office to have all the documents ready for your signatures. Free face-to-face consultation are welcome between 9:00 am to 6:30 pm on weekdays and 9:00 am to 1:00 pm on Saturday.
We can also bring the incorporation documents to your office for your signatures for a small fee. |
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Q12 |
I want to buy a shelf company, what should I do now? |
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Please choose 3 companies from this list and let us know your priority by email or by fax (852) 2 781 0816. You can also call Gene or Christy on (852) 2781 0282 for immediate assistance. |
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Statistics
According to the Annual Report 2006-07 of the Companies Registry, there were 50,049; 65,558; 73,359, 81,974 and 100,761 Hong Kong limited companies set up in 2003, 2004, 2005, 2006 and 2007 respectively. For more information, please click here.
Assistance of opening of company bank accounts (HK$ and Multicurrency accounts)
We will make appointment with most of the prominent banks for opening of bank accounts on your behalf. The procedure of opening of accounts is straightforward and can usually be completed within 30 minutes.
We provide a standard set of documents to assist your company in opening of bank accounts, and are more than happy to provide “introduction letters” in accordance with certain banks’ requirement, at no extra charge.
If assistance is required, we can arrange our staff to attend the appointment with you for an additional service fee.
Useful links:
- HSBC's BusinessVantage Account
- Hang Seng Bank's IBS Account |
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1.2 Registered Office |
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Every Hong Kong Company should have its registered office in Hong Kong. P.O. Box is not permitted. You can use any residential address or commercial address as your company's registered office.
You can also use our office as your registered office for a fixed fee.
Benefits of using our address as your registered office:
When we receive letters addressed to your company from the Inland Revenue Department (IRD), Business Registration Office (BRO), Companies Registry (CR) and banks, we will notify you promptly.
If you grant us the power to open these letters, we can take timely action – such as applying for extension, completion of tax returns on your behalf so as to avoid any penalty which might be imposed by the relevant departments due to late submission or response.
Subject to an extra service fee and certain conditions, we can also receive small parcels and take necessary action on your behalf.
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1.3 Annual Returns |
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A private company having a share capital should file its Annual Return (Form AR1) once every calendar year (except in the year of its incorporation) within 42 days after the anniversary of its date of incorporation. For other companies, the annual return should be filed within 42 days after the date of the annual general meeting (AGM) or within 42 days after the date of the written resolution passed in lieu of the AGM together with the original or certified copy of audited accounts.
The annual registration fee payable for an annual return for different types of local companies are as follows :-
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For a private company having a share capital, the annual registration fee payable for an annual return is HK$105 if it is delivered within 42 days after the most recent anniversary of the date of its incorporation. Substantially higher registration fees are payable if the annual return is not submitted within the prescribed 42 days time limit.
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(b) |
In the case of an annual return of other companies having a share capital, the annual registration fee payable is HK$140 if it is delivered within 42 days after the date of the annual general meeting (AGM) or within 42 days after the date of the written resolution passed in lieu of the AGM. Substantially higher registration fees are payable if the annual return is not submitted within the prescribed 42 days time limit.
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(c) |
For a company not having a share capital (most of the companies limited by guarantee fall into this category), the annual registration fee payable is HK$105 and the annual return should be delivered within 42 days after the date of the AGM or within 42 days after the date of the written resolution passed in lieu of the AGM. |
A company which fails to file Annual Returns within the prescribed time period is in breach of the Companies Ordinance and is liable to prosecution. The Registrar of Companies may consider taking striking off action having regard to the circumstances of each case.
It is the responsibility of the director(s) or secretary of a company to observe the requirements of the Companies Ordinance to file annual returns and other statutory documents on time. The Companies Registry is not obliged to remind a company or its officers to file the annual return of the company.
The annual registration fee is a statutory fee prescribed in the Eighth Schedule to the Companies Ordinance and is payable on the delivery of the annual return. The Registrar of Companies has no discretion on the amount of fee payable.
For more information on the consequences of failure of filing an Annual Return on time, please refer to External Circulars No. 2/2003 and 3/2003 issued by the Companies Registry.
It is quite common that companies fail to submit the Annual Return on time (42 days after the most recent anniversary of the date of incorporation) due to busy in business. We will prepare the Annual Return for you or remind you of this annual obligation and the annual renewal of your Business Registration Certificate. |
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1.4 Setting up offshore companies |
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We also establish companies in various offshore jurisdictions such as British Virgin Islands, Seychelles, Samoa, Cayman Islands, etc.
Contact us on (852) 2781 0282 or send us an email for more information. |
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1.5 Nominee services |
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We do not provide "nominee director and shareholder services" any more.
In case you do not wish the identity of the director and/or shareholder of a company, say, a Hong Kong company be disclosed, please send your concern to us by email. We might be able to give some alternative suggestions.
Declaration of Trust
Benefits: You can hold the shares of a company on behalf of a person who does not wish his/her identity disclosed. |
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1.6 Deregistration |
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If you want to get rid of a solvent company, you can apply for "deregistration" in accordance with the provisions of section 291AA of the Companies Ordinance. Deregistration is easier and less expensive than "liquidation". The whole process takes 6-9 months.
Deregistration will not be entertained unless the company has filed all its Annual Returns, notices of changes in registered office or directors and secretary, etc.
Deregistration is commenced by application in the specified Form DR1 which states the grounds for application being:
- That all members agree to deregistration;
- That the company has no outstanding liabilities; and either
- That the company has ceased operation for at least three months prior to the application; or
- That the company has never commenced business or operation.
Application must be accompanied by a statement from the Inland Revenue Department confirming that the Commissioner has no objection to deregistration. This statement may be issued upon request (Form IR 1263) and payment of the required fee.
The issue of this certificate is dependent upon the company satisfying the Commissioner that there are no outstanding tax liabilities and application should be made within there months of the issue of the Revenue's confirmation.
Our advice: Do not close your bank accounts even if you want to have your company deregistered. Maintain the account at a minimum balance (beware of any minimum balance required
by the bank) in case you might need to use the account again before it is deregistered. |
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1.7 Other company secretarial services include: |
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- Change of company's name
- Transfer of shares
- Increasing authorized share capital
- Allotment of shares
- Provision of your own telephone and fax lines
- Search for public information at Companies Registry: (1) capital structure, (2) Identity card numbers or passport numbers and addresses of individual directors, (3) names and addresses of shareholders of your corporate customers, suppliers and competitors.
- Certified true copies – HK$150 per Certificate of Incorporation and Business Registration Certificate; HK$300 per copy for other documents
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