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Hong Kong Company Registration
Procedures
(Reademade Companies)
When you engage Kaizen to incorporate a Hong
Kong company for you, please follow the procedures described
below. The following procedures applies to situations where
clients purchase a readymade (off shelf) company from Kaizen.
Step 1:
Client places an order for incorporation with Kaizen
with payment of incorporation fees.
Step 2:
Kaizen email or fax the readymade company list to client for
his selection. Client selects at least two names on order
of preference and confirm with Kaizen.
Step 3:
At the same time of confirming the selected names, client
provides the following documents and information to Kaizen
by email or fax or post:
In the case that Registered Office and Company Secretary
Services are also ordered:
| (1) |
One photocopy of passport and residential addresses of
all shareholders, if shareholders are not Hong Kong residents;
One copy of Hong Kong Identity Card and residential addresses
of all shareholders, if shareholders are Hong Kong residents;
if shareholder is another corporation, please provide Certificate
of Incorporation (or Articles of Incorporation or Business Registration Licence) and address of the Registered Office of that corporate director; |
| (2) |
One photocopy of passport (only the page showing the particulars
of the holder) and residential addresses of all directors,
if directors are not Hong Kong residents; Or, one copy of Hong
Kong Identity Card and residential addresses of all directors,
if directors are Hong Kong residents; if director is another
corporation, please provide Certificate of Incorporation (or Articles of Incorporation or Business Registration Licence) and
address of the Registered Office of that corporate shareholder; |
| (3) |
A decription of the principal businesses of the new company |
In the case that Registered Office and Company Secretary
Services are not ordered, the following additional information
are required:
| (4) |
One copy of Hong Kong Identity Card and residential address
of Company Secretary (applicable only when we are not appointed
Company Secretary of the proposed company); |
| (5) |
Address of the Registered Office of to be used by the new company (applicable only when clients
want to provide their own address situated in Hong Kong) |
Step 4:
After Kaizen receives the documents and information listed
in Step 3, Kaizen then prepares the following incorporation
documents:
(1) Notice of Appointment of First Secretary and Director
(Form D1)
(2) Consent to Act as Director (Form D3)
(3) Notice of Situation of Registered Office
(4) Letter of appointment of first directors
(5) Minutes of First Directors' Meeting
(6) Share Transfer Instrument and Bought and Sole Note
Step 5:
Kaizen then arranges to have the documents listed in Step
4 signed by the directors and shareholders.
You could either come to our offices to sign the incorporation
documents. In the case that clients could not come to our
offices, Kaizen could arrange to deliver the incorporation
documents to you for your signing. The incorporation
documents must then be returned to Kaizen for filing.
Step 6:
After the incorporation documents are duly signed, Kaizen
then file the following documents with the Hong Kong Companies Registry
:-
(1) Notification of Appointment of First Directors and Secretary
(2) Notice of Consent to Act as Director
(3) Notification of Situation of Registered Address
(4) Any other documents if appropriate
Step 7:
At the same time when working for Step 6, Kaizen also arrange
to have the share transfer instrument and Bought and Sole
Note stamped by the Stamp Duty Office and payment of stamp
duty.
Step 8:
Then, Kaizen or the Company submits the form
for application for Business Registration Certificate to Inland
Revenue Department to apply for the Business Registration
Certificate with payment of appropriate Business Registration fee. The Business
Registration Certificate is normally issued in one
hour after submission of application form and payment of registration fee.
Step 10:
Finally, Kaizen arrange to deliver to you the Company Kit. The whole
registration process is then completed. All the documents
evidencing the legal existence of the Company is contained
in the Company Kit and those items are what we will return
to you after the Company is duly registered.
The Company Kit includes the following items:
| (1) |
Original copy of Certificate of Incorporation - a document evidencing the legal existence o a company in Hong Kong. Please click here to view the sample Certificate of Incorporation. |
| (2) |
Original copy of Business Registration Certificate (BRC) - a document evidencing the commencement of business of the company. The BRC bears a number as Business Registration Number which also serve as Profits Tax Registration Number. Please click here to view the sample Business Registration Certificate. |
| (3) |
10 printed copy of Memorandum and Articles of Association.
(specimen English Memorandum and Articles of Association or specimen Chinese Memorandum and Articles of Association). |
| (4) |
20 copies of blank share certificate |
| (5) |
One statutory book (members register, directors register
and share register) |
| (6) |
One company chop and one Statutory Common Seal |
| (7) |
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 |
| (8) |
Duly executed Share Transfer Instrument and Bought and
Sold Note which evidenced the transfer of subscriber's share to you. |
Hong Kong Company Registration Costs
Our fees for readymade company with a standard share capital
of HKD10,000 are USD1,325.00 which covers all basic formalities
for the first year (from date of incorporation to next anniversary
date). In particular, our fees cover the following services
and payments:
1. Payment of incorporation official filing fee to the Companies Registry (USD225)
2. Payment of first year business registration fee to the Business Registration Office, a department of Hong Kong Inland Revenue Department (USD335)
3. One complete company kit (USD100)
4. Provision of first year Company Secretary (USD275.00)
5. Provision of first year Registered Office (USD175.00)
6. Incorporation service charge (USD215)
Note:
1. Unless otherwise advised, the prices quoted for the purchase
of a readymade Hong Kong company in this website apply to
company with an standard share capital of HK$10,000. You can
always specify another amount higher than HK$10,000, however,
you will have to pay a capital duty of 0.1% on the amount
in excess of HK$10,000. The maximum amount of capital duty
is HK$30,000.
2. The incorporation fee stated above does not cover courier
charge for delivering incorporation and company kit to you.
3. The fees stated above only applies to company incorporated
with standard Articles of Memorandum and Association.
Annual Maintenance Costs
The basic annual costs to maintain a Hong Kong company in good standing are estimated to be around USD1,410. In particulars, the annual maintenance costs consist of the following items:
Items with fixed fees:
1. Annual retainer for acting as company secretary: USD275 (note 1)
2. Registered Office fee: USD175 (note 2)
3. Payment of business registration fee: USD335 (subject to change by the Government)
4. Annual Return statutory filing fee: USD14 (subject to change by the Government)
Items with variable fees:
5. Book-keeping fee: NIL if not operating; fees to be determined according to the nature of business and number of transactions.
6. Statutory audit fee: USD500 if operation is minimal; exact fee will be determined according to a number of factors, such as the nature of business and amount of turnover etc.
7. Filing of Profits Tax Return: USD75 (More on Reporting Requirements)
8. Filing of Employer's Return: USD30 (More on Employer's Return)
Note:
1. The annual retainer for provision of Company Secretary covers the following services:
(1) Provision of one Corporate Company Secretary (Kaizen Secretaries Limited acts as Company Secretary);
(2) Preparation and filing of Annual Return;
(3) Filing of notice of change of registered office and business address; preparation of minutes;
(4) Filing of notice of change of directors and secretary.
2. The annual cost for provision of Registered Office covers the following services:
(1) Provision of one street address as Registered Office of your Hong Kong company;
(2) Forward government mails to any location specified by clients. Please note handling fee of USD4 plus actual postage will be charged for each batch of mails forwarded.
(3) Please note the Registered Office is not to be used for business purpose unless otherwise agreed by Kaizen.
Also see:
Detailed
registration procedures of Hong Kong company (tailor-made
company)
Hong
Kong Company Annual Maintenance Costs
Hong
Kong Company Maintenance Guideline Note
Detailed
registration Procedures and Costs of a Non-Hong Kong Company (Overseas Company)
If you need assistance, further information or would like to place an order, please contact our Hong Kong Office at +852 2341 1414, Shenzhen Office at +86 755 8221 4440 or Shanghai Office at +86 21 6439 4114 or send email to info@bycpa.com.
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