What are the procedures for setting up a Hong Kong Limited company?
Amax & Co. provides the company incorporation services with a reasonable price to our clients in accordance with the Companies Ordinance in Hong Kong and also assists our clients in the formation of offshore companies. At Amax & Co., our professional staff will further assist our clients' subsequent operations after the formation of their companies. Our mission is to lessen our clients' worries and doubts caused by the ever-changing company laws. With Amax & Co., our clients can concentrate their limited resources in the areas that can generate more benefits and wealth to the company.
All you have to do is simply filling up the Application Form ► and to provide us the proposed name of the new company, details of shareholders, allocation of share capital, name of first director, company secretary, the copy of passport, Hong Kong identity card or other identity document, registered address. We will do the rest for you in connection with the application and filing procedures for the incorporation of a limited company in Hong Kong.
For a quick reference of our secretarial service charge please click here for a quote < Want a quote >
What is the benefit of setting up a limited company in Hong Kong?
The benefit of setting up a limited company in Hong Kong is not only to limit the liability of the owner(s) of the company, but also to allow investors to maximize the tax benefit through the operation of a limited company. In additions, those Hong Kong limited companies engaged in certain servicing or manufacturing industries may also enjoy the benefit derived from the Closed Economic Partnership Arrangement ("CEPA") between Hong Kong and the People's Republic of China.
What are the General requirements for setting up a limited company in Hong Kong?
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At least one shareholder and one director who shall be either an Individual with the age of over 18 years old or Corporation; irrespective of his/her nationality or its place of incorporation.
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At least one secretary who shall be either an individual with the age of over 18 years old and is a resident of Hong Kong or a corporation with its registered address or place of business located in Hong Kong.
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A registered address in Hong Kong.
Is the director eligible to take up the position of the secretary of the company?
Yes, if he/she is a resident of Hong Kong and is over 18 years old. However; if the company is only having one director, such position must be taken up by someone else.
In case of not having such person or body corporate to act as the secretary of the company. We can take up this position for you.
If we don't have a registered office in Hong Kong, what shall we do?
A registered office in Hong Kong is required for a Hong Kong Limited company. In case of not having this registered in Hong Kong, Amax & Co. can provide you a registered office for receiving letters from the government and banks.
How long does it take to incorporate a limited company in Hong Kong?
In general, a Hong Kong limited company can be incorporated within 10 working days upon completion of all the registration process with the relevant authorities. For the shelf company, we take only one to two working days to complete the registration process.
What is the requirement for the share capital?
Share capital for the company is preliminarily set as HK$10,000 divided into 10,000 shares at HK$1.00 each. The issued share capital can be as low as HK$1.00. Share capital is allowed to increase by paying the share capital tax at 0.1% but subject to a maximum of HK$30,000.
What shall we do after setting up the limited company in Hong Kong?
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To prepare the financial statements annually and invite the external auditor who is registered under the Professional Accountants Ordinance to perform the audit.
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To file the Profits Tax Return to the Inland Revenue Department on time
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To file the Annual Return to the Companies Registry within 42 days after the anniversary of the date of incorporation.
Other than the company formation services, what else does Amax provide?
In addition to the company formation services, Amax & Co. does also provide the secretarial services in accordance with the Companies Ordinance of Hong Kong. In accordance with the Section 154(1) of the Companies Ordinance (Chapter 32) of laws of Hong Kong, every company shall have a secretary to carry out the legal duty of the company. Such duty includes but not limited to file a return of the company's updated profile on a yearly basis and report changes of the company's profile, if any; to the Companies Registry. Failure to do so is committed an offence.
The scope of our secretarial services includes:-
► Preparing and keeping statutory records, such as register of shareholders and register directors, etc
► Preparing documents and assisting in opening bank account
►Preparing and submitting relevant form for the application of business registration certificate
► Arranging and attending meetings of directors and shareholders, and preparing minutes of meetings
► Preparing and submitting statutory documents, including annual return form to the Companies Registry
► Preparing documents for allotment or transfer of shares
► Preparing documents for appointment/change of directors
► Preparing documents for liquidation and deregistration
► Providing registered office
What is deregistration? What are the requirements for making up the application for deregistration?
Any solvent private company can apply to the Registrar for deregistration by virtue of the Companies Ordinance Section 291AA.
The General requirements for the deregistration are:
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All the members of the company unanimously agree to the deregistration;
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The company has never commenced any business or operation, or has ceased to carry on business or ceased operation for more than 3 months immediately before the application;
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The company has no outstanding liabilities; and
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It has obtained a written notice of no objection from the Commissioner of Inland Revenue.
Deregistration is the simplest method of winding up a limited company. However, any person who has a valid ground is eligible to make an application to the court to rescind the winding up of the company within 20 years after the deregistration. If the company fails to deregister, it would be restored to its original position as if the company has never been deregistered.
What other options to wind up a private company?
A limited company can also be wound up voluntarily by its members or creditors.
1. Member's voluntary winding-up:
The members of a solvent company may decide to wind up the company under section 233 of the Hong Kong Companies Ordinance.
In a members’ voluntary winding up, the directors must make a written declaration (certificate of solvency) that they have made an inquiry into the affairs of the company and that at a meeting of directors they have formed the opinion that the company will be able to pay all of its creditors in full within 12 months after the commencement of the winding up. This is often referred to as a solvency declaration. After the solvency declaration there must be a special resolution, that is, a resolution requiring at least 21 days notice and a 75% majority of eligible voters who vote at a meeting.
2. Creditor's voluntary winding-up:
Not every company can be wound up in a Members’ voluntary winding up. Because the company is insolvent and the directors of the company are unable to execute a Certificate of Solvency, a creditor's voluntary winding up shall be commenced instead.
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Useful information:-
(a) After the incorporation of a company, a director like you should take good duty of care towards the company in compliance with the Hong Kong Companies Ordinance. For more information, please refer to the “Non-statutory guidelines on director's duty”.
(b) The fee schedule for submitting the Annual Return of the company to the Companies Registry and Summary of the major service fees charged by the Companies Registry.
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1)
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Incorporation of companies
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HK$
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a)
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Registration fee payable on application
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1,720
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(If unsuccessful, an application for the refund of HK$1,425 may be made)
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b)
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Capital fee
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For every or part of HK$1,000 of the nominal share capital
(subject to a maximum fee of HK$30,000 per case)
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1
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2)
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Change of company name
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Fee payable for change of company name
(If unsuccessful, an application for the refund of HK$55 may be made)
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295
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3)
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Registration of annual returns, if delivered
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a)
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within 42 days after the anniversary of incorporation
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105
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b)
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more than 42 days after but within 3 months after the anniversary of incorporation
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870
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c)
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more than 3 months after but within 6 months after the anniversary of incorporation
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1,740
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d)
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more than 6 months after but within 9 months after the anniversary of incorporation
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2,610
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e)
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more than 9 months after the anniversary of incorporation
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3,480
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4)
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Registration of an increase of nominal share capital
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For every or part of HK$1,000 of the increase
(subject to a maximum fee of HK$30,000 per case)
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1
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5)
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Registration of a return of allotments (for shares allotted at a premium)
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For every or part of HK$1,000 of premiums paid or payable
(subject to a maximum fee of HK$30,000 per case)
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1
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Useful Link
Amax & Co. Certified Public Accountants (Practising)
Email address: info@amaxcpa.com.hk Web site: www.amaxcpa.com.hk
Address: Room 1303, 13/F., KaiTakCommercialBuilding, 317-319 Des Voeux Road Central, Hong Kong.
Telephone: (852) 2815 0382 or (852) 2815 0383 Facsimile: (852) 2815 2608
Copyright: Amax & Co. 2008-2010 All rights reserved
