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Hong Kong Company Formation Q &
A
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Q1: What are the advantages of using limited companies to engage in
commercial
activities? |
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A1
Limited companies are companies with limited liabilities. From a legal
perspective, a limited company is a
separate legal entity and thus has the
capacity to institute proceedings
against others or vice versa. Since the liability
of shareholders is limited to the
nominal value of their shareholdings, the maximum
possible loss of the shareholders
could only be the total sum of their investments.
Generally speaking, the directors and
shareholders of the companies are not
personally liable for the debts of
the company. |
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Where the investors prefer to adopt other forms, such as sole proprietor
or
partnership, to run their businesses,
the liabilities of the investors are unlimited.
The creditors can hence institute
legal proceedings directly against the investors.
Where the investors cannot repay the
debts, the investors are forced into
personal bankruptcy. |
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Nevertheless, incorporating and running a limited company is comparatively
more
costly. |
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Q2: What are the requirements of setting up a limited company in HK? |
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A2
A limited company must have at least 1 shareholder, 1 director, a company
secretary and a registered office
situated in Hong Kong. The shareholder can act
as the director with no nationality
restriction while the Company Secretary must
be a HK resident or a limited company
registered in HK. |
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There is no upper limit of the capital of limited companies but it must
not less
than HK$1.00. |
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Q3: Do I need to take out the whole amount of share capital when I set up
a
limited company? |
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A3
No. This is only an expressed item. Besides, there is no limitation on the
amount
of share capital. Most of the HK
Companies are incorporated with a standard
capital of HK$10,000 divided into
10,000 shares of HK$1.00 each unless otherwise
advised. Capital Share excess
HK$10,000 shall be charged 0.1% stamp duty. |
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Q4: What is a Ready-made / Shelf Company? |
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A4
Some investors may want to start business quickly and use the company name
to engage in commercial activities.
Thus, we have registered a number of
companies which have not commenced
business and have no liabilities or debts
for clients to purchase. These
companies are regarded as Ready-made/ Shelf
companies. They have been registered
in the Companies Registry and have
acquired the Certificate of
Incorporation. After having all the required documents
and the payment from our clients, we
will go to the Business Registration Office
and obtain a Business Registration
Certificate. The whole procedure is then
completed. It normally takes one to
two working days. |
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Q5: Is Ready-made limited company involved in liability and commercial
dispute? |
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A5
No, it isnˇ¦t. All Ready-made limited companies are not yet commenced
business
since the Business Registration
Certificate is not yet applied. Thus, those
companies have no legal statues to
operate any business. |
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Q6:When can I commence the business after acquiring a Ready-made company? |
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A6
Normally, you can operate your
company within 1 ˇV 2 working days.
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Q7: What can I
get after the registration of a HK Company? |
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A7
Regardless of setting up a Ready-made or Tailor-made Company, the
following
documents are things that you will
get:ˇA |
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1. Original copy of Certificate of Incorporation |
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2. Original copy of Business Registration Certificate |
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3. 20 printed copy of Memorandum and Articles of Association |
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4. One statutory book
(members register, directors register and share
register) |
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5. 20 copies of blank
share certificate |
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6. One company seal
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7. One pre-ink chop and round
chop |
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8. 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 |
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9. A minute for opening bank account |
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10. A green box |
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Q8: Can I change the company name? |
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A8
Yes. You can change the company name if you need so. However, the name,
which can be in English or Chinese
only or both, cannot be the same or too similar
as one already registered with
Companies Registry. There also exists a HK$290 of
government charge. It normally takes
7 working days for the whole procedure of
changing the company name. |
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Q9: Can I
change the authorized share capital? |
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A9
Yes, but the procedure of reducing the authorized share capital is more
complicated. Besides, capital share
excess HK$10,000 shall be charged 0.1%
stamp duty. |
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Q10: After
forming a limited company in HK, what should I do every year? |
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A10
HK Limited Company must file the required fees and documents to the
Companies Registry and
Inland Revenue Department every year. |
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Companies Registry : |
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An Annual Return with an annual fee should be submitted to the Companies
Registry in 42 days after
the Anniversary. If you miss the deadline of filing, a
penalty of HK$870 to
HK$3,480 will be imposed. |
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Inland Revenue Department : |
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You shall renew the Business Registration Certificate and submit the
Profits Tax
Return every year.
Generally, the Profits Tax Return will be received by the new
formed company after 18
months from incorporation. |
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Q11: How can I
open a bank account after the registration of a HK Limited
Company? What
are the required documents for opening a bank account in HK? |
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A11
Each director and shareholder must go to bank in person with a copy of HK
Identity card/Passport
and the documents listed below: |
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1. Original and Certificated True Copy of
the Certificate of Incorporation |
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2. Original and Certificated True Copy of
the Business Registration Certificate |
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3. Certified True Copy of a minute for
opening bank account |
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4. Certificated True Copy of Notification of Appointment of Director and
Secretary |
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5. Memorandum and Articles of Association (M& A) |
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6. Identity card or passport of each director and shareholder (Original
Copy) |
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7. Supporting of residential address of each director and shareholder
(such as bill of electricity or water which must show the name and within
3 months validity) |
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Normally, there are three bank accounts for clients to open:
Saving, Exchange
and Current Account. |
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Q12: When can the bank account be used? |
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A12
It depends on different bankers. It generally requires 10-15 working days.
Clients shall pay for the
company search fee on the day you open a bank
account. |
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Q13: If I only possess a mainland identity card, can I still open a bank
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account in HK? |
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A13
It depends on different bankers. |
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Business Centre Q & A
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Q1: What is a Virtual Office? |
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A1
A virtual office is not an actual office. It is a bundle of services that
provide all
the elements of a real office. These
include a registered office address, handling
of mails, parcels and fax, dedicated
telephone number provided for answering
incoming calls in your company name
with our professional receptionists. |
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Q2: What if I want to bring my own furniture? |
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A2
You can bring in any furniture provided that it will not damage the
fixtures or
existing furniture. |
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Q3: Is there any conference room for rental? What is the price? |
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A3
Yes. HK$80/hr for existing clients while HK$100/hr for other clients. |
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Q4: What is the size of the conference room? |
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A4
It can accommodate at least 6 persons. |
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Q5: Is there a
minimum contract period? |
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A5
No. You can use our Executive Suite Services for just one-day rental. |
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Q6: What kinds
of payment methods are accepted? |
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A6
You can pay cash, cheque or deposit directly into our bank account.
Cheques
should be crossed and made payable to
ˇ§Raleigh Consultant Limitedˇ¨. Except
those methods mentioned above, you
can also pay by Telegraphic transfer, for
details, please kindly contact our
staff for further information. |
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Q7: What if my customer sends me a mail or fax without putting my company
name? |
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A8
The mail or fax will be kept for maximum 1 month. It will be discarded if
unclaimed
after 1 month. |
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Raleigh
Consultant Limited |
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Copyright
© 2007 Raleigh Consultant Limited. All Rights Reserved. |
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