PRIVATE COMPANY LIMITED BY SHARES (COMPANY)
This guideline contains only a summary of matters relating
to Private Companies Limited by Shares incorporated in Hong
Kong as contained in the Companies Ordinance, Chapter 32 of
the Laws of Hong Kong. It is not intended as a substitute
for reading of the Company's Memorandum and Articles of Association
and the Ordinance, nor is it intended as a substitute for
1 YOUR COMPANY KIT AND MAINTENANCE OF
1.1 Memorandum and Articles of Association ("M&A")
This company kit includes 20 copies of the M&A. Kaizen
will be pleased to provide further copies upon request and
at extra costs.
Any amendments to the M&A may be passed by resolution
of shareholder(s) and must be filed with the Companies Registry
in Hong Kong. Amendments are effective from the date of resolution.
Kaizen Corporate Services Limited ("Kaizen") will
be pleased to assist with providing standard form amendments,
with filing amendments and with re-printing the M&A on
1.2 Minutes and Financial Records
A company is required to keep minutes of all meetings of directors,
members, committees of directors, committees of officers and
committees of members. Copies of all written resolutions consented
to by the foregoing parties must also be kept.
A company must also keep proper accounts and records and prepare
financial statements that reflect the financial position of
the Company. In addition, annual financial statements must
be audited by accountants practicing in Hong Kong.
The books, records and minutes of the Company must be kept
at the Registered Office of the Company in Hong Kong or at
such other place that the directors determine.
Any member of a company may, upon request, inspect the records
of that company. In the event of the directors refusing to
allow such inspection, a member has the right to apply to
court for an order to allow the inspection.
Kaizen provides draft minutes of first director's meeting
with each company kit.
1.3 Share Certificates
Certificates for registered shares are provided by Kaizen
in each company kit. Every member is entitled to a share certificate,
which must be issued under the common seal of the company
and with the signature of any director.
1.4 Company Seal
A company is required to have a common seal and an imprint
thereof must be kept at the Registered Office of the Company
in the Hong Kong. Kaizen provides seals with the company kit
for all companies.
1.5 Register of Members
Every company is required to keep a share register, which
is prima facie evidence of any details required by the Companies
Ordinance to be contained in the Register. Forms contained
in each company kit make provision for all information required
by the Ordinances. The original or copy of the Register of
Members must be kept at the Registered Office in the Hong
Kong. Kaizen, if appointed as Company Secretary, should be
notified of any share transfers or issue of additional shares.
1.6 Register of Transfers, Directors and Secretaries
A company is required by law to maintain these registers.
They must be kept at the Registered Office of the Company.
Kaizen, if appointed as company secretary, should be notified
of any appointments or resignations of directors.
2 REGISTERED OFFICE AND COMPANY SECRETARY
2.1 Registered Office
Every company incorporated in Hong Kong must have a Registered
Office which is situated in Hong Kong and it must notify the
Registrar of Companies of the situation of its registered
office and any change within 14 days after the date of incorporation
of the company or of the change.
The Registered Office for your company is at Room 803, Futura
Plaza, 111 How Ming Street, Kwun Tong, Hong Kong.
2.2 Records held at the Registered Office
The Registered Office should, as a minimum, retain the following
documents for records: a copy of Certificate of Incorporation,
a copy of Memorandum and Articles of Association, Register
of Members, Register of Directors, Register of Company Secretary,
Register of Transfer of Shares, Register of Charges and Minutes
of Meetings etc.
2.3 Company Secretary
When a company appoints its Secretary or Joint Secretary (‘Secretary’)
for the first time after incorporation, it must notify the
Registrar of Companies of the particulars of such office bearers
within 14 days of their appointment. The Registrar of Companies
should also be notified within 14 days of any subsequent changes.
The Company Secretary for your company is Kaizen Secretaries
3. TAX AND OTHER FILINGS
3.1 Profits Tax Return (“PTR”)
On the 18th month after incorporation, the company will receive
a Profit Tax Return (PTR) from the Inland Revenue Department
(IRD). The company should submit the duly completed PTR with
supporting documents (including audited financial statements
and tax computation) to the Department within one month from
the date of issuance of PTR. Any late filing may lead to penalty.
On April 2 (the first working day on April) each year from
second year and thereafter, the IRD will issue a PTR to each
of the companies. The PTR should be duly completed and submitted
to IRD within one month after the date of issuance together
with audited financial statements and any other supporting
documents as IRD consider necessary.
PTR filing exemption application can also be submitted to
the Inland Revenue Department if any one of the Directors
of the company confirms that either the Company has not yet
commence business or no profits of the Company has been generated
inside Hong Kong. Kaizen can assist you with such application.
Please contact Kaizen for details.
3.2 Employer’s Return
An Employer's Return for each year of assessment will be issued
to all employers on the first working day on April every year.
All employers are required to furnish the return within one
month from the date of issue, unless an application for extension
in writing is filed with the Inland Revenue Department (IRD).
A complete set of annual employer's return of remuneration
and pensions contains a form BIR56A and forms IR56B. Before
you complete the return, you should read carefully the "Notes
and Instructions" given on the form BIR56A. A "NIL"
return of BIR56A is still required even if you have no employees
or pensioners chargeable to Salaries Tax.
Kaizen can provide assistance for preparation and filing of
ER. Please contact us for details.
3.3 Annual Return (“AR”)
Every company must within 42 days after its most recent anniversary
of its date of incorporation submit an AR to Company Registry.
The following registration fees are payable on the delivery
of an AR to the Company Registry:
> If delivered within 42 days after
the anniversary of incorporation – HK$105;
> If delivered more than 42 days
after but within three months after the anniversary of incorporation
> If delivered more than three
months after but within six months after the anniversary of
incorporation – HK$1,740;
> If delivered more than six months
after but within nine months after the anniversary of incorporation
> If delivered more than nine months
after anniversary of incorporation – HK$3,480;
If the AR is not filed within the prescribed time limit, the
company, every director, secretary and manager of the company
will be liable to face prosecution and, if convicted, default
fines. The maximum penalty is HKD50,000 for each breach together
with a daily default fine of HKD700. GIC annual retainer fee
for provision of Company Secretary is inclusive of preparation
and assistance of filing of AR.
3.4 Renewal of Business Registration Certificate (“BR”)
A BR renewal demand note will be sent by the Business Registration
Office approximately one month before the current BRC expires.
Regardless whether you actually carry out business or not,
it is necessary to renew BRC. Upon payment, the demand note
will become a valid BRC. Kaizen annual retainer fee for provision
of Company Secretary is inclusive of assistance of renewal
4. Dissolution of a Company
4.1 Types of Dissolution
A company may be dissolved by the following methods: Deregistration,
Members’ Voluntary Winding-up, Creditors’ Voluntary
Winding-up and Compulsory Winding-up by the Court.
A company must satisfy the following conditions in order to
apply for Deregistration:
(1) The company has never commence business or operation,
or has ceased to carry on business or ceased operation for
more than 3 months immediately before the application;
(2) The company has no outstanding liabilities; and
A company which has outstanding liabilities can apply to be
deregistered if its debts are:
(1) Settled by its parent company or related companies, or
by its promoter, directors, or members; or
(2) Waived by its creditors, e.g. its creditors consist of
its parent company or related companies, its promoter, or
members, etc, and these creditors execute a deed of waiver
to signify their consent to waive the debts owed to them.
The processing time for a deregistration application is about
6 months. Upon dissolution, all the company’s property
(including credit balance in the company’s bank account)
will vest in the Government of the Hong Kong Special Administration
Region as bona vacantia.
4.2 Members Voluntary Winding-up
A company can be dissolved by a members’ voluntary winding-up
only if it is solvent, i.e. it can settle all of its debts
in full. If a company has been put into a members’ voluntary
winding-up and the liquidators are subsequently of the opinion
that the company will not be able to pay its debts in full
within the period stated in the declaration of solvency, they
must summon a meeting of the credits and lay before the meeting
a statement of the assets and liabilities of the company,
i.e. the winding-up is converted into a creditors’ voluntary
winding-up. Liquidator normally will be individual lawyer,
lawyer firm, accountant or accountancy firm.
5 THE COMPANIES REGISTRY
5.1 Company Documents held
The Companies Registry maintains a full set of a company’s
corporate documents, includes but not limited to:
(1) A copy of a company's Certificate of Incorporation;
(2) Its Memorandum and Articles of Association and any amendments
(3) A copy of Form D1 (Notification of Appointment of First
Secretary and Directors);
(4) A copy of Form D2A (Notification of Change of Secretary
and Director (Appointment／Cessation), for subsequent
appointment and resignation of directors and secretary), if
any is filed;
(5) A copy of Form D3 (Consent to Act as Director or Alternate
Director) for each director appointed;
(6) A copy of Form R1 (Notification of Situation of Registered
Office) for every change of Registered Office;
(7) Any other documents filed with the Companies Registry.
The Registry will provide certified copies of these documents
and search company files as required. Kaizen will be pleased
to assist with all such requests for certified copies of such
documents or searches.
5.2 Certificates of Good Standing
The Companies Registry of Hong Kong do not issue Certificates
of Good Standing for a company registered in Hong Kong. A
company will remain in Good Standing for so long as it files
Annual Returns, renews Business Registration Certificate and
submits Tax Returns in a timely fashion.
5.3 Annual Government Licence Fees and Registered Office/Company
A company must pay annual registration fee and business registration
fee as follows: -
Annual registration fee (with filing of Annual Return) HKD105
Business Registration Certificate HKD2,600 (USD335)
Annual fees of US$375 are payable for Registered Office and
Company Secretary Services. The annual fees are due on one
month before the anniversary date of incorporation.
6 PAYMENT OF ANNUAL FEES
Kaizen will send invoices for annual Registesred Office and
Secretary Service fees and Government licence fees by mail
to the address it has on record on 1st March and 1st September
each year. Please notify us of any changes in correspondence
address, telephone or fax numbers, names of responsible persons
and file reference numbers that should be quoted for this
purpose. There will be Government penalties and possible imprisonment
for late payment of fees.
Should you have any questions regarding above, please send
email to firstname.lastname@example.org.