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Hong Kong Company Incorporation Guide (7) - Hong Kong Company Registration Procedures
(Unless otherwise stated, Hong Kong company refers to limited liability company incorporated in Hong Kong)
Hong Kong Company Registration Procedures
Step 1:
The Incorporator performs a name available search in the Companies Registry to confirm whether the proposed company name(s) is/are available for registration or not.
A proposed name could not be registered if it is the same as a registered name appearing on the Registrar's index of company names maintained by the Companies Registry.
Step 2:
After confirmation of the availability of the proposed name, the incorporation the prepares the following incorporation documents:
(1) Memorandum and Articles of Association (this document is also know as bylaws, constitutions, Articles of Association or Articles of Incorporation in some countries), 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 3:
The incorporation then arrange to have the documents listed in Step 2 signed by the directors and shareholders and the witness.
Please note that the signatures of the shareholder(s) in the Articles of Memorandum and Association must be witnessed by a third party. The only requirement regarding the witness is that she/he must be over the age of 18.
Step 4:
Then the Incorporator 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 5:
After 6 working days, the incorporator goes to the Companies Registry to collect the Certificate of Incorporation.
Step 6:
Then, the incorporation complete 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 7:
The incorporation now proceed to place the order for manufacturing of company seal and chop and printing of Articles of Memorandum and Association.
Step 8:
Finally, the incorporator or the Company submits the form for application for Business Registration Certificate to Business Registration Office of the Inland Revenue Department to apply for the Business Registration Certificate with payment of appropriate fee. In most of the cases, the Business Registration Certificate will be issued in less than one hour after submission of application form and payment of appropriate fee.
After obtaining the Business Registration Certificate from the Inland Revenue Department, the whole incorporation process is completed.
See also: Application for Business Registration Certificate and current business registration fees
After your company is officially registered in Hong Kong, you will obtain the following documents:
Tailor-made Company (when you engaged a corporate agent to do the registration for you)
(1) Original copy of Certificate of Incorporation (sample)
(2) Original copy of Business Registration Certificate (sample)
(3) 10 printed copy of Memorandum and Articles of Association (sample)
(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.
Purchase of Readymade Company (when you purchase a readymade company from a corporate services agent)
(1) Original copy of Certificate of Incorporation (sample)
(2) Original copy of Business Registration Certificate (sample)
(3) 10 printed copy of Memorandum and Articles of Association (sample)
(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) Instrument of Transfer and Bought and Sold Note (a officially stamped document transferring the subscriber's share to you)
(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.
The procedures described above applies to the situation that the shareholder/director incorporates the company by themselves. In practice, most of the companies are incorporated through accounting firms or corporate services providers, like Kaizen Corporation Services Limited. In some other cases, the person intends to incorporate a company will prefer to buy a readymade (off shelf company) .
General Requirements for Incorporation of Hong Kong Company
| (1) |
The proposed company name, which can be in English or Chinese only or both, can not be the same or too similar as one already registered with Companies Registry (the Registrar of Companies maintains a register of companies incorporated in Hong Kong); |
| (2) |
In accordance with the Companies Ordinance, each company incorporated in Hong Kong must have at least one shareholder, one director and a company secretary. However, a person can act in dual capacity. That is, one can act as shareholder, director and secretary at the same time. However, if a person is a sole director, she/he could not act as director and company secretary at the same time. |
| (3) |
Shareholder and director can be of any nationalities. However, Company Secretary must be a Hong Kong resident or a company incorporated or having a business address in Hong Kong. We can provide Company Secretary upon request. We also have incorporation package which includes Company Secretary (please click here for a detailed definition, powers and responsibilities of Company Secretary). |
| (4) |
Each company must have a Hong Kong address to be used as Registered Office for communication with the Hong Kong Government. We can provide Registered Office upon request and we have incorporation package which includes a registered office. Of course, you can opt to use your own address as registered office. |
| (5) |
There is no restriction on the amount of share capital and the share capital can be expressed in any currency other than HKD. However, most of the companies are incorporated with a standard capital of HKD10,000 divided into 10,000 shares of HK$1.00 each unless otherwise advised. Also, all shelf or readymade Hong Kong companies sold by us come with a standard capital of HK$10,000 divided into 10,000 shares of HK$1.00 each. You can always increase the share capital should you wish to do so. However, a capital duty of 0.1% on the amount of authorised share capital so increased is to be paid to Hong Kong Government. The maximum amount of capital duty is HK$30,000. |
| (6) |
In accordance with Business Registration Ordinance, a company once incorporated, must apply to the Business Registration Office, a department of the Inland Revenue Department, for a Business Registration Certificate within one month after its incorporation. The business registration number shown in the Business Registration Certificate is also the profits tax file number. |
If you need any information or assistance, please feel free to contact us.
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