HONG KONG COMPANY REGISTRATION PROCEDURES AND COSTS - TAILOR-MADE
Hong Kong Company Registration Procedures
(Tailor-made Company)
When you engage GT to incorporate a Hong Kong company for you, please follow the procedures described below. These procedures apply to tailor-made company, that is, clients provide a name of their own creation.
Step 1:
Clients place an order for incorporation with GT and provide the following documents and information to GT by email or fax or post:
| (1) |
Proposed company name (Hong Kong Company Names Guidelines), either in English only or Chinese only or both; |
| (2) |
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 and registered office; |
| (3) |
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; 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 and registered office;
(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); |
| (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); |
| (6) |
Address of Registered Office (applicable only when clients want to provide their own address situated in Hong Kong); |
| (6) |
Amount of share capital, percentage of shareholdings if more than one shareholder. |
| (7) |
The name, occupation and residential address of the third party who will act as witness to the signature of the shareholder. The only requirement regarding the witness is that she/he must be over the age of 18. If the client could come to our offices to sign the incorporation documents, we can provide the witness. |
Step 2:
GT performs a name available search in the Register of Companies maintained by the Hong Kong Companies Registry and confirm with clients whether the proposed company name(s) is/are available for registration or not.
Clients are advised to provide at least two proposed names in priority of preference in case that the most preferred one is gone and it could be replaced by the second preference.
Step 3:
After confirmation of the availability of the proposed name, GT then prepares the following incorporation documents:
(1) Memorandum and Articles of Association (also known as bylaws, constitutions), appointment of first directors and
(2) Declaration of Compliance
(3) Notice of Appointment of First Secretary and Director (Form D1)
(4) Consent to Act as Director (Form D3)
(5) Notice of Situation of Registered Office
(6) Letter of appointment of first directors
(7) Minutes of First Directors' Meeting
Step 4:
GT then arranges to have the documents listed in Step 3 signed by the directors and shareholders and the witness.
You could either come to our offices to sign the incorporation documents. In the case that clients could not come to our offices, GT could arrange to deliver the incorporation documents to you for your signing. The incorporation documents must then be returned to GT for filing.
Step 5:
After the incorporation documents are duly signed, GT then files the following documents with Companies Registry together with the appropriate fees for the application of Certificate of Incorporation:-
(1) Memorandum and Articles of Association of the intended company.
(2) Declaration of Compliance.
Step 6:
After 6 working days, GT collects the Certificate of Incorporation from the Companies Registry.
Step 7:
Then, GT complete some of the the forms as listed in Step 2 (some of the information required for completion are only made available after the Certificate of Incorporation is available) and file them with the 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 8:
GT now proceeds to place the order for manufacturing of company seal and chop and printing of Articles of Memorandum and Association (the whole set of documents together is known as company kit).
Step 9:
Finally, the incorporator 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 fee. The Business Registration Certificate is issued is normally issued in one hour after submission of application form and payment of appropriate fee.
Step 10:
GT 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 returned to you after the Company is duly registered.
In particular, the Company Kit includes the following items:
| (1) |
Original copy of Certificate of Incorporation (sample Certificate of Incorporation) |
| (2) |
Original copy of Business Registration Certificate (sample Business Registration Certificate) |
| (3) |
10 printed copy of Memorandum and Articles of Association (sample 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 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. |
Hong Kong Company Registration Costs
Our registration fees for registration of a 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 items:
1. Payment of incorporation official filing fee (USD225)
2. Payment of first year business registration fee (USD335)
3. One complete company kit (USD100)
4. Provision of first year Company Secretary (USD275)
5. Provision of first year registered Office (USD175)
6. Incorporation service charge (USD215)
Note: the incorporation fee stated above does not cover courier charge for delivering incorporation and company kit to you.
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 (GT 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 USD3 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 GT.
Related Topics:
Detailed registration procedures of Hong Kong company (readymade company)
Hong Kong Company Maintenance Guideline Note
Detailed registration Procedures and Costs of a Overseas Company
Hong Kong Company Annual Maintenance Costs
Please contact us or send email to info@corp-cn.com if you require further information or want to place your order.
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