HONG KONG COMPANY REGISTRATION FREQUENTLY ASKED QUESTIONS (FAQS)
Q： What are the requirements for incorporating a limited company in Hong Kong?
A： One shareholder and director above 18 years or more, Chinese resident or overseas person holding passport or ID card can incorporate a Hong Kong Limited Company. Additionally, a Hong Kong address must be supplied to be the registered address and a Hong Kong resident or professional company must be act as statutory secretary of the Company. (TANNET 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： 10-15 workdays.
Q： Can the business nature does not show on the business registration certificate?
A： No. If the company does not want to indicate specifically, the nature of business may not be specified .
Q： Can the scope of business shown on the business registration certificate restrict expansion of other business of the company?
A： Since business registration certificate does not restrict the scope of business of the company which refers to main business activities of the company, business registration certificate will not restrict the expansion of other business of the company.
Q： How can a company know whether it's lawfully registered?
A： A company can entrust TANNET to check the register or consult the Companies Registry. Additionally, if the bank is willing to open an account for the company, it's enough to prove the validity of the company.
Q： When can newly-incorporated limited company find related registration record in Companies Registry?
A： It can consult the Companies Registry after 16 workdays from the date of registration.
Q： Are obligation s incurred by limited company calculated by shares in authorized capital or issued shares?
A： The Company incurs obligation on the issued shares, and no obligation on un-issued shares.
Q： Can a limited company be incorporated, whose name does not include the word "Limited Company" or "Limited"?
A： No. Limited Company incorporated in Hong Kong shall have its name contain the words "Limited Company" or "Limited" in order to indicate that shareholders shall bear limited liability for future obligation .
Q： Can the Chinese name of company use simplified Chinese characters?
A： No. It must use 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, Arabic numbers can be included in the name but Chinese and English cannot be used together.
Q： Is there any restriction in company name?
A： Company name cannot contain the word "Bank" or "Insurance" unless another license is applied for or other words misleading people to believe it has any relation with Government.
Q： Shall company name have to use 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 names of Hong Kong Company and Mainland Company?
A： Hong Kong Company can be named freely, and on the condition of no exact company name already registered, some words difficult to be registered in Mainland can be registered in Hong Kong . Whether large or small in authorized capital, companies are permitted by Hong Kong Government to have their names contain "International", "Group", "Holdings", "Industrial", "Investment" and other words; in the front of company name, name of country or place can also be added, such as France, U.S.A, Italy, Japan, Hong Kong and Shanghai, etc.
Q： Does the authorized capital of the company need verification?
A： The authorized capital, no matter how much it is, does not need verification.
Q： What is the difference and relation between authorized capital and issue of shares?
A： Authorized capital shall be registered with Government first. Issue of shares shall be made after capital is registered, so issue of shares shall not exceed the authorized capital. Shareholders shall full y pay the issued shares on proportion of shareholding instead of authorized capital. The future obligation to be incurred by the company shall be calculated on the basis of issue d shares.
Q： What does the authorized capital represent?
A： The authorized capital represents:
The company's maximum financing capacity: The company finances its existing shareholders or new investors through issue of new shares, so the higher the authorized capital, the more the company can finance .
Shareholders' maximum liability: If the company liquidates, shareholders shall bear liability limited to the issued but not fully paid capital instead of authorized capital.
Q： How much authorized capital will be needed in company formation?
A： The authorized capital represents the company's financing capacity, and additionally, the authorized capital can also be deemed as shareholders' undertaking to future obligations to be incurred by the company, so the higher the authorized capital, the higher the confidence the public will have on the company. Hong Kong company of limited liability shall have a standard authorized capital of HK$10,000.
Q： What governmental fees need to be paid for increasing authorized capital?
A： Hong Kong Government shall charge 0.1% Stamp Duty, that is, for every increase of HK$1,000 authorized capital will charge HK$1.00. No matter how much authorized capital is increased, Hong Kong Government shall charge Stamp Duty up to HK$30,000 at each time.
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 .
The meeting of shareholders shall consider and pass the annual auditors' report .
To employ or dismiss directors in shareholders meetings 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 authorized 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： At least one shareholder and director, which can be the same person.
Q： Can non-Hong Kong residents become shareholders and directors of Hong Kong Limited Company?
A： Chinese residents or overseas persons who over 18 years old and holding passports or ID cards can become shareholder or directors of Hong Kong limited company.
Q： Is it necessary for non-Hong Kong residents to hold passports in order to be shareholders and directors of limited company?
A： No. But if the company wants to open a bank account in Hong Kong, shareholders and directors shall hold valid passports or travel permits and ID cards.
Q： Can limited company act as shareholder or director of another limited company?
A： Yes.
Q： Can the information of directors and shareholders of the company be made available to other persons?
A： Yes. All information of limited company registered in Hong Kong, including names, addresses and shareholding percentage of shareholders and names, ID card numbers or passport numbers and addresses, shall be available to the public. If the information of shareholders and directors want to be kept confidentially, TANNET can provide services of nominee shareholder and nominee director. Details in Nominee Service.
Q： What's a Company Secretary?
A： According to the Hong Kong Companies Ordinance, limited company shall appoint a Company Secretary, in charge of arranging meetings, keeping minutes of meetings, and presenting statutory documents to governmental department, to ensure the company meet s statutory requirements, and to help opening bank account.
Q： What is the qualification for Company Secretary?
A： Hong Kong resident over 18 years old for a person, or limited company registered in Hong Kong for corporate entity.
Q： Can Chinese resident act as Company Secretary?
A： No. Company Secretary shall be Hong Kong resident or Hong Kong Limited Company.
Q： What shall be done if there is no eligible person to act as statutory secretary of the company?
A： Another company can be employed, for example, Certified Public Accountants in Hong Kong can provide the service of statutory secretary. TANNET can provide relevant service. (Detailed in Corporate Secretarial Service）.
Q： Does a company need to have office or address in Hong Kong to register company?
A： Company to be registered in Hong Kong needs a Hong Kong registered address instead of its own office. TANNET can provide company registered address service, so clients can rent office without additional expenditure.
Q： Must the registered address of the company be in Hong Kong ?
A： Yes. Every company registered in Hong Kong must have a Hong Kong address, because all governmental letters will be posted to that address.
Q： What shall be done if there is no registered address in Hong Kong ?
A： The company registered address service provided by TANNET can be used.
Q： Can the registered address be changed?
A： A company can change its registered address at any time.
Q： Is there any possibility that Hong Kong Limited Company does not open bank account?
A： Bank account may not be opened when that's 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 attend the bank account opening procedure, but the requirement s of some banks for shareholders to attend can be different. The company shall carry on its incorporation documents to open account at bank, and can also choose to open account at foreign bank in Hong Kong or Mainland.
Q： What documents are needed in opening bank account?
A： Bank will generally ask the company to provide 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 .
Personal address proof of each director .
Q： Is 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 perse.
Q： Can directors failing to attend the bank account opening procedures in Hong Kong and process relevant procedures 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 choose to open offshore account with foreign bank in Mainland.
Q： Is there any limitation for cash drawing 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 handling fee, but HK$2,000-3,000 shall be deposited for first opening; overseas company will be charged certain handling fee for opening account.
Q： When can bank account operate?
A： Banks will check the register after account is opened, generally for 2 weeks before the account can operate.
Q： Can Chinese resident operate bank account of a Hong Kong company?
A： Yes. Generally, the bank only asks account operator to hold valid passport or travel permit and ID card.
Q： Which cities in Mainland can be used to open offshore account? How does the offshore account operated in foreign land?
A： Currently, some foreign banks in Beijing, Shanghai, Shenzhen, Guangzhou, Tianjin, Hangzhou, Dalian, Xiamen and other cities can provide service of opening offshore account s. Clients in foreign country can direct the bank to operate the account by personal passwords, telephone, and fax. Now most banks have put into operation online banking service, so clients can operate their bank account via internet.
Q： What are the differences between Hong Kong local and Mainland offshore accounts in operation?
A： Hong Kong local and Mainland offshore accounts are different in the following aspects:
Capital is not restricted to come in or go out of Hong Kong, but offshore account is opened by foreign bank in China , under control of Chinese financial management body. Offshore account in China does not accept cash deposit .
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 one company open more than one bank account?
A： In Hong Kong, a bank account is not differentiated by basic account and general account. Enterprise can open more than one account according to needs, and every account has the same function and position.
Q： Is there any restriction 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 restriction.
Q： Need Hong Kong company incorporated pay fees to Hong Kong Government?
A： Hong Kong company incorporated need s to pay to Hong Kong Government business registration certificate fee (HK$2,600) and annual return registration fee ( HK$105) every year.
Q： How Hong Kong company incorporated process annual accounting and auditing?
A： It can entrust professional Certified Public Accountant's firm to process. TANNET provides complete accounting and auditing services. The company need only provide invoices, monthly bank statements, bills, pay record and other information, to help conduct accounting and auditing work. (Detailed in Accounting, Auditing Service).
Q： Can TANNET provide customs declaration and processing banker's letter of credit service?
A： Yes. We provide the aforementioned services. For detailed information, please contact us.
Q： How would Hong Kong company incorporated work without office or employee in Hong Kong?
A： The Business Centre Service of TANNET is catering to customers with this need. (Details in Business Centre Service).
Q： Can a Hong Kong company be deregistered?
A： Yes, but conditional on the following:
Consent by all shareholders .
The company is not running or operating any business, or stopped operation more than 3 months before applying for deregistration .
No unpaid indebtedness, including government charges and taxes .
It shall obtain the Notice in Writing of No Objection issued by the Commissioner of Inland Revenue .
Q： Can company with unpaid indebtedness apply for deregistration?
A： Company with unpaid debts can also apply for deregistration, but subject to one of the following conditions:
Its parent company or subsidiary, or its directors, shareholders and others consent to pay the debts .
Creditor s execute consent to give up recover the debts .
Q： What documents are needed for applying Company deregistration?
A： Following documents are needed to be provided:
Certificate of incorporation .
Business Registration Certificate .
Latest annual return .
Latest financial statements .
Q： How long it will take to apply for Hong Kong Company deregistration?
A： Generally about 6 months .
Q：Does the company need to present financial statements to apply for Hong Kong Company deregistration?
A： Not necessarily. A Hong Kong Limited Company incorporated more than 18 months ago, in case that Inland Revenue Department has issued the profits tax return, shall complete the return, together with one copy of financial statements audited by Certified Public Accountant and presented to the Inland Revenue Department.
Q： Does the company need to present annual return during the period of application for Hong Kong Company deregistration?
A： Yes. The company still needs to present annual return until the Companies Registry notifies the company it's deregistered.