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FAQs of Hong Kong Company Incorporation

FAQs of Hong Kong Company Incorporation (10)

FAQs of Hong Kong Company Incorporation

Q:
What are the requirements for incorporating a limited company in Hong Kong?
A:
Incorporating a Hong Kong limited Company requires at least one Chinese resident or overseas person holding passport or ID card aged 18 or above acting as shareholder and director. In additional, a Hong Kong address must be provided as a registered address and a Hong Kong resident or professional company must be act as the statutory secretary of the Company. (Conpak can provide registered address and Corporate Secretarial services).
Q:
Can Mainland resident incorporate Hong Kong Company?
A:
Yes. The Hong Kong Companies Ordinance has no restriction on the nationality of shareholder/director.
Q:
How long will it take for incorporating a Hong Kong Company?
A:
10 workdays.
Q:
Do the business nature have to be filled on the Business Registration Certificate?
A:
No. The Company can leave if blank if it does not want to specify its nature.
Q:
Are there any restrictions applied to the Company’s expansion on other business if the scope of business is specified on the Business Registration Certification?
A:
The scope of business specified in the Business Registration Certification generally indicates the core business of the Company and no restriction applies to the scope of business nor the Company’s expansion on other business.
Q:
How can a company know whether it is lawfully registered?
A:
A company can entrust Conpak to check the register or consult the Companies Registry. In addition, if the bank is willing to open an account for the company, it is enough to prove the validity of the company.
Q:
When can the related registration record of a newly-incorporated limited company be found in Companies Registry?
A:
Such records can be found 6 workdays after the date of registration.
Q:
Are the obligations incurred by a limited company calculated by shares in registered capital or issued shares?
A:
The obligation is undertake based on the issued shares while no obligation should be undertake based on un-issued shares.

FAQs of Purchasing Shelf Company

Q:
What is Shelf Company?
A:
A Shelf Company carries following characteristics:
  • It has Certificate of Incorporation, seal of company, stock certificate book and other documents required by law.
  • It does not have records of business activities.
  • The purchaser can make purchase only by providing necessary documents.
Q:
Are there any potential risks in purchasing Shelf Company?
A:
Shelf Company is very common in most countries and regions, for example, Hong Kong, Singapore, British Virgin Islands (BVI), United States of America (U.S.A.) and Cayman Islands. In general, Shelf Company does not conduct business and open bank account prior to its disposal, so there is no potential risk in purchasing Shelf Company.
Q:
What documents are procurable in purchasing Shelf Company?
A:
A whole set of registration document is procurable, including:
  • Certificate of Incorporation
  • Business Registration Certificate
  • 18 copies of the Company's Articles of Association
  • The Company's steel seal
  • The Company's small round stamp and bar stamp
  • Stock certificate book
  • Statutory book
  • Copies of documents filed with Government, for example, the Notice of Appointment of the first director, Notice of Acceptance of Director and Notice of Registered Address, etc.
Q:
Is the name of the Shelf Company changeable?
A:
Yes. Likewise a newly-incorporated company, the intended company name shall be checked with Companies Registry for availability before applying for a change in name. It will take about 10 workdays to rename a Shelf Company.
Q:
Can the Company increase the registered capital after its registration?
A:
Yes. It shall pay Stamp Duty of HKD1 for each increase of HKD1,000 in registered capital. It can further allocate shares to new and old shareholders as required.
Q:
How many directors can be appointed in the Shelf Company?
A:
1-50 directors can be appointed.

FAQs of Hong Kong Company Name

Q:
Can a limited company be incorporated without the word "Limited Company" or "Limited" in its name?
A:
No. A Limited Company incorporated in Hong Kong shall have its name with the words "Limited Company" or "Limited" in order to indicate that shareholders shall bear limited liability for future obligation.
Q:
Can simplified Chinese characters be used in the Chinese name of company?
A:
No. The Chinese name shall be written in traditional Chinese characters.
Q:
Can company name be registered in only Chinese or English?
A:
Yes.
Q:
What languages can be used to name the company?
A:
Chinese or English can be used while Arabic numbers can be included. No bilingual name is allowed.
Q:
Are there any restrictions in naming the company?
A:
Unless submitted application for related license, company names cannot contain the word "Bank" or "Insurance" as well as words which may mislead people to believe it has any relation with the Government.
Q:
Shall company name have to contain words related to the scope of business?
A:
No. The Hong Kong Companies Ordinance does not require that the name of company has to relate to its scope of business. Moreover, the scope of business of Hong Kong Company is not restricted.
Q:
Can incorporated company change its name?
A:
Yes.
Q:
What are the differences between naming Hong Kong Company and Mainland Company?
A:
Hong Kong Company can be named freely, and on the premise that no exact company name has been registered, some words which are difficult to be registered in Mainland can be registered in Hong Kong. Whatever the amount of the registered capital, companies are permitted by the Hong Kong Government to contain words "International", "Group", "Holdings", "Industrial", "Investment" and etc. in their name. In addition, preferred name of countries or places, such as France, USA, Italy, Japan, Hong Kong and Shanghai, etc., could be added in front of company name.

FAQs of Registered Capital of Hong Kong Company Limited

Q:
Does the registered capital of company need verification?
A:
The registered capital, no matter how much it is, does not need verification.
Q:
What is the difference and relation between registered capital and issue of shares?
A:
Registered capital shall be registered with Government first while issue of shares shall be made after capital is registered, so the amount of issue of shares shall not exceed that of the registered capital. Shareholders shall fully pay the issue of shares on proportion of shareholding instead of registered capital. The future obligation to be incurred by the company shall be calculated on the basis of issue of shares.
Q:
What does the registered capital represent?
A:
The Registered capital represents:
  •  The company's maximum financing capacity: The company is financed through issuing new shares to its existing shareholders or new investors. The greater the registered capital amount, the more the company is financed.
  •  Shareholders' maximum liability: If the company liquidates, shareholders shall bear the liability limited to the issued but not fully paid capital, instead of registered capital.
Q:
How much registered capital will be needed in company incorporation?
A:
The amount of registered capital represents the company's financing capacity, and in addition, the registered capital can also be deemed as shareholders' undertaking to future obligations to be incurred by the company. The greater the registered capital amount, the higher the confidence the public will have on the company. Hong Kong company of limited liability shall have a standard registered capital of HKD10,000.
Q:
What governmental fees need to be paid for increasing Registered capital?
A:
No government fee shall be paid when an enterprise increasing its registered capital.

FAQs of Directors and Shareholders of Hong Kong Company Limited

Q:
What are the differences between shareholders and directors?
A:
Shareholders and directors are different in comparison in the following rights and obligations:
Shareholders' rights and obligations are as follows:
  • To take part in meetings of shareholders, and entitled to voting power in proportion of shareholding
  • To understand the operating and financial conditions of the company
  • To elect and to be elected as members of Board of Directors
  • To obtain dividends
  • To pre-empt shares transferred by other shareholders
  • To subscribe in priority the shares newly issued by the company
  • To have distribution from the remaining property after liquidation of the company
  • To consider and pass the annual auditors' report in meetings of shareholders
  • To employ or dismiss directors in meetings of shareholders and determine directors' remuneration
Directors' rights and obligations are as follows:
  • To take charge of ordinary operations and decisions of the company
  • To keep accounting book and business record
  • To take charge of bank account management
  • To secure the loan borrowed with the company's property
  • To propose profits distribution scheme
  • To propose registered capital increase scheme
  • To convene meetings of shareholders
  • To execute resolutions passed at meetings of shareholders
Q:
Can the shareholder and director be the same person?
A:
Yes. The shareholder and director of the company can be the same person.
Q:
How many shareholders and directors shall a limited company have at the least?
A:
A limited company shall have at least one shareholder and director, which can be the same person.
Q:
Can non-Hong Kong residents become shareholders or directors of Hong Kong Limited Company?
A:
Chinese residents or overseas persons who are 18 years old or above and holding passports or ID cards can become shareholders or directors of Hong Kong limited company.
Q:
Is it necessary for non-Hong Kong residents to hold a passport in order to be the shareholders or directors of limited company?
A:
No. However, shareholders and directors of the company shall hold valid passports or travel permits and ID cards when they want to open a bank account in Hong Kong.
Q:
Can a limited company act as the shareholder or director of another limited company?
A:
Yes.
Q:
Can others access the information of directors and shareholders of a company?
A:
Yes. All information of a limited company registered in Hong Kong, including names, addresses and shareholding percentage of shareholders; and names, ID card numbers or passport numbers and addresses of directors, shall be accessible by the public. If the information of shareholders and directors want to be kept confidentially, Conpak can provide services of acting as nominee shareholder and nominee director. (Detail: Nominee Service).

FAQs of Company Secretary of Hong Kong Company Limited

Q:
What is Company Secretary?
A:
According to the Hong Kong Companies Ordinance, limited company shall appoint a Company Secretary, whose function is to be in charge of arranging meetings, keeping minutes of meetings, and presenting statutory documents to governmental department in order to ensure the company meets statutory requirements. In addition, Company Secretary shall assist with opening bank account.
Q:
What is the qualification for Company Secretary?
A:
Hong Kong resident who are 18 years old or above, or Limited Company registered in Hong Kong is qualified.
Q:
Can Chinese residents act as Company Secretary?
A:
No. The Company Secretary shall be a Hong Kong resident or a Hong Kong Limited Company.
Q:
What if there is no eligible person to act as statutory secretary of the company?
A:
Another company, such as Certified Public Accountants in Hong Kong, can be employed to provide the service of statutory secretary. Conpak can also provide relevant service (Detail: Corporate Secretarial Service).

FAQs of Registered Office Address

Q:
Does a company need to have an office or address in Hong Kong in order to be registered?
A:
Company to be registered in Hong Kong needs a Hong Kong registered address but no requirement of having its own office. Conpak can provide company registered address service, so clients will not pay additional expenditure for office renting.
Q:
Must the registered address of the company be in Hong Kong?
A:
Yes. All companies registered in Hong Kong must have a Hong Kong address, because all government letters will be posted to that address.
Q:
What if there is no registered address in Hong Kong?
A:
The company registered address service provided by Conpak can be used.
Q:
Can the registered address be changed?
A:
A company can change its registered address at any time.

FAQs of Bank Account of Company

Q:
Is there any possibility that Hong Kong Limited Company does not open bank account?
A:
Bank account may not be opened when that is not necessary, but we suggest that all business contacts shall be operated through the bank account of the company.
Q:
How can a registered company open a bank account?
A:
All shareholders and directors must be present for the account opening. However, requirement of the attendance of shareholders varies from one bank to the others. Company shall prepare company registration documents and present to the bank for the procedure of account opening. It may choose to open an account in foreign banks located in Hong Kong or overseas.
Q:
What documents are needed in opening bank account?
A:
Bank will generally ask for the following documents:
  • The original minutes of meetings approving opening of account
  • Certificate of Incorporation (copy certified by accountant)
  • Business Registration Certificate (copy certified by accountant)
  • Notice of appointment of director and secretary (copy certified by accountant)
  • Articles of Association (copy certified by accountant)
  • ID card/passport of each director
  • Proof of personal address of each director
Q:
Is the company bank account operated by shareholders or directors?
A:
The operation of account can be delegated to third party through delegation, in addition to operation by shareholders and directors personally.
Q:
Can directors failing to attend the bank account opening procedure in Hong Kong and process relevant procedure in Mainland?
A:
Directors who desire to open bank account in Hong Kong should come to Hong Kong to process relevant procedures. Directors who are not able to come to Hong Kong can also consider to open offshore account in foreign banks in Mainland.
Q:
Is there any limitation for cash withdrawal from Hong Kong bank?
A:
Capital in Hong Kong is freely circulated without limitation.
Q:
Shall the banks charge handling fee to open bank account in Hong Kong?
A:
Generally, banks do not charge any handling fee, but require a deposit of HKD2,000-3,000 when first opening; overseas company will be charged certain handling fee when opening account.
Q:
When can bank account be operated?
A:
Banks will check the register of the company after the procedure of opening account. Generally the account can be operated 2 weeks after the opening.
Q:
Can Chinese residents operate the bank account of a Hong Kong company?
A:
Yes. Generally, the banks only require account operator holding valid passport or travel permit and ID card.
Q:
Which cities in Mainland can facilitate opening offshore account? How does the offshore account be operated in foreign country?
A:
Currently, some foreign banks in Beijing, Shanghai, Shenzhen, Guangzhou, Tianjin, Hangzhou, Qingdao, Dalian, Xiamen and other cities can provide service of opening offshore accounts. Clients in foreign country can direct the bank with personal passwords to operate the account by telephone and fax. Most of the banks now developed online banking service for clients to operate their bank account via internet.
Q:
What are the differences between Hong Kong local and Mainland offshore accounts in operation aspect?
A:
Hong Kong local and Mainland offshore accounts are different in the following aspects:
  • The capital in bank account is not restricted to come in or go out of Hong Kong while no cash deposit to offshore account of foreign banks within Mainland China is accepted as such account is under the supervision of Chinese Financial Regulator.
  • The documents for opening account are different. Mainland ID card holder can open offshore account, but only holder of passport or travel permit and ID card can open local account in Hong Kong. Hong Kong local account has complete banking functions, but offshore account is restricted in some functions.
Q:
Can a company open several bank accounts?
A:
In Hong Kong, a bank account is not differentiated by basic account and general account. Enterprise can open several accounts according to its needs, and every account has the same function and position.
Q:
Are there any restrictions for remittance and foreign currency exchange in Hong Kong banks?
A:
Capital is free to come in and go out of Hong Kong, without any restrictions.

FAQs of Operation of Hong Kong Company

Q:
Dose any fee need to be paid to Hong Kong government after the incorporation of a Hong Kong company?
A:
After the incorporation of a Hong Kong company, fee for Business Certificate and Annual Return filing (HKD105) need to be paid to the Hong Kong government.
Q:
How the accounting and auditing should be processed annually after the incorporation of a Hong Kong company?
A:
A professional Practicing Accounting firm can be entrusted for the process. Conpak provides comprehensive accounting and auditing services. The company only needs to provide invoices, bank statements, expense documents, payroll records, etc., in which assist in conducting accounting and auditing work. (Detail: Accounting Service, Auditing Service).
Q:
Does Conpak provide customs declaration and processing bank's letter of credit service?
A:
Yes. We provide the aforementioned services. For detailed information, please contact us.
Q:
How would a Hong Kong company operate without office or employee in Hong Kong after its incorporation?
A:
The Business Centre Service of Conpak is developed for customers with such need. (Detail: Business Centre Service).

FAQs of Deregistration of Hong Kong Company

Q:
Can a Hong Kong company be deregistered?
A:
Yes, but it is conditional upon the following:
  • Mutual consent reached by all shareholders;
  • No running or operating any business of the company, or stop operating for more than 3 months before applying for deregistration;
  • No unpaid indebtedness, including government charges and taxes; and
  • Notice of No Objection issued by the Commissioner of Inland Revenue obtained.
Q:
Can a company with unpaid indebtedness apply for deregistration?
A:
A company with unpaid debts can also apply for deregistration, but subject to one of the following conditions:
  • Its parent company, subsidiaries, its directors, shareholders and others consent to pay the debts; and
  • Creditors sign a consent to give up the debts collection.
Q:
What documents are needed for applying for company deregistration?
A:
The following documents are needed to be provided:
  • Certificate of incorporation;
  • Business Registration Certificate;
  • Latest Annual Return; and
  • Latest financial statements.
Q:
How long it will take to apply for Hong Kong Company deregistration?
A:
Generally it takes about 6 months.
Q:
Does the company need to present its financial statements to apply for Hong Kong Company deregistration?
A:
Not necessarily. A Hong Kong Limited Company incorporated for more than 18 months, in case that Inland Revenue Department has already issued the Profits Tax Return, shall complete the Return and submit to the Inland Revenue Department together with a copy of financial statements audited by Certified Public Accountant.
Q:
Does the company need to submit Annual Return during the period of application for Hong Kong Company deregistration?
A:
Yes. The company still needs to submit the Annual Return until the Companies Registry notifies the company of its deregistration.

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