Company Incorporation FAQ for Non-Hong Kong Citizen
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- 商業登記證續期（費用 HK$250–2,450，視乎政府政策；另有 HK$300代辦費用）
- 成立18個月後將收到利得稅表，如沒有營運進行零申報只需 HK$1,000 元；如有營運需要進行會計審計以提交稅局評稅，費用 HK$6,800起）
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1. What is the requirement to set up Hong Kong Limited Company?
- Aged 18 years old or above;
- Hold a Hong Kong identity card or a passport from any country;
- Provide an address in Hong Kong as the company's registered address;
- A Hong Kong resident or a Hong Kong company to serve as the company secretary;
*BBC's Virtual Office Service can provide a business address to you.
*BBC's Company Secretary Service can become the post of Company Secretary.
2. Non-Hong Kong residents can be shareholders and directors of Hong Kong Limited Company or not?Yes, residents of any country can register for a Hong Kong company.
The laws of Hong Kong do not restrict any nationality of the shareholders and directors of Hong Kong companies. Any person who is at least 18 years of age can be a shareholder of a Hong Kong company (have a share in a company) and a director.
However, according to the law of Hong Kong, if shareholders and directors who are all non-Hong Kong residents, it must have Hong Kong residents or Hong Kong companies as company secretaries.
3. Should the company secretary be a shareholder?No. The company secretary can be someone who has nothing relation with the equity shares. The company secretary can resign by himself.
4. How can I know that my Hong Kong company has been legally registered?You can go to the Lobby of Companies Registry at 14/F, Queensway Government Offices, Admiralty for a search. You can also check the state by the website of Companies Registry.
5. How long does it take to register a Hong Kong Limited Company?It takes only 7 working days for BBC. After the shareholders and directors have signed all the statutory documents and served on the government.
6. What is the difference between directors and shareholders?Shareholders are the company's investor. Directors are appointed by shareholders, and to take charge of ordinary operations and decisions of the company.
7. What is Reserve Director and Alternate Director?
Reserve Director is only suitable for a Sole Directorship, it is a temporary director of that company to manage the company daily operation when the sole director dies.
Alternate Director is a person who manages the company’s daily operation if the company’s current director(s) can’t cope with business duties.
8. Is it necessary to have a company secretary to set up a company? What is the required of qualification?According to the legislation in Hong Kong, limited company shall appoint a Company Secretary, their function includes arranging meetings, taking minutes of meetings, preparing the documents and ensure that the company in comply with Companies Ordinances.
9. Can you also serve as a director, shareholder and company secretary?No. Section 475(2) of the Companies Ordinance (Cap. 622) expressly prohibits the sole director from acting as the company secretary. Besides, section 475(3) of the Companies Ordinance (Cap. 622) provides that no private company having only one director may have a body corporate as its company secretary if the sole director of that body corporate is also the sole director of the private company.
10. Do you have to decide Chinese and English company name when register a Hong Kong Limited Company?Registering a Hong Kong company does not necessarily require the Chinese and English names. It to be indifferent if only have an English name or a Chinese name. However, the lack of an English company name may affect the opening of bank accounts in the future.
11. What is the procedure for changing the company name in the future?Summit a Form NNC2 "Notice of Change of Company Name" together with the correct fees ($295) to Companies Registry.
The government approves about 7 working days, the effective date equal to the date on which the company's name change is issued.
12. Can I use public house or HOS for my registered address?According to the regulations of Companies Registry, public house and HOS cannot be used as registered addresses (i.e. company addresses). Therefore, applicants should provide a private property address or commercial building address. If you do not have an address to register, you can use BBC’s Virtual Office Service.
13. Benefits to register a Hong Kong Limited Company
- Improve corporate visibility and international status;
- Can conduct business and operations in Hong Kong and any country;
- Flexible fund transfer without foreign exchange control;
- Open foreign currency accounts in major banks around the world.
14. Will the personal information of a limited company be kept confidential?No. Personal information of all directors and shareholders of a limited company are public document. Any person can check via the Company Registry (with a checking fee) to access the information.
15. Is it a MUST for every company to hold a Green Box?No. The Green Box set is just a tradition. In fact, some of the items may not be needed by every company.
16. What is equity? Does an equity need to be deposited in Company Registry or a bank?
- Capital of a share is the same as a Registered capital, which can be customized. If $1 is equal to 1 share, and at least 1 share needs to be purchased, and a customer will usually opt for 10,000 shares; and all shares need to be fully allocated to shareholders;
- If you need to deal with mainland buyers, it is recommended to increase the share capital, that will usually enhance the confidence of buyers;
- Shareholders do not need to withdraw the $10,000 or bank in that in a bank. However, if possessed shares are not adequate to compensate a debt, the debt will be deducted according to the proportion of shares possessed and the Registered capital;
- An applicant should assess his/her ability to clear possible debts in the determination of a fund to be built up and the maximum amount of shares to be sold.
17. What is the difference and relationship between registered capital and issued shares?It is required by the law that a company needs to register the Registered capital with the government. The issue of shares cannot be issued prior to registering the Registered capital, and the amount of issued shares cannot exceed the Registered capital. Shareholders are required to pay the issued shares in proportion to their share of the shares, but not the Registered capital. Any debt liability of a company is also calculated by shares of the shares.
18. What are inside the green box and what are the use of them?
- Round chop: use daily, e.g. signing a parcel (Recommended no.: more than one);
- Square Chop: usually used for issuing of cheque, and be used by the company’s authorized person to sign documents on behalf of the company (Recommended no.: at least one);
- Seal Chop: Less used, mainly for legal documents, and for sale and purchase contracts purpose;
- Articles of Association: It is required by the law that a company must have its own company charter;
- Stock Book: Mainly for recording shares and future allotment of new shares. Any transfer of shares must be submitted to the Inland Revenue Department;
- Statutory register: It is required by the law that a company must record a register of directors, a register of shareholders, a register of secretaries, minutes of board meetings, minutes of shareholders' meetings, statutory forms etc.
19. What are to be done after registration of a limited company in Hong Kong?Every limited company registered in Hong Kong is required to report to the Corporate Registry and the Inland Revenue Department every year, details include:
- Submit a report of annual return to the Companies Registry within 42 days of the company registration day, together with the $105 submission fee;
- Re-new the business registration certificate every year, together with associated renewal cost;
- Complete and return the Profits Tax Return (the first year's tax return will be issued 18 months after the establishment of the company);
- Complete and return the employer's profit and pension tax return. Offenders will be fined from $870 to $3,480 by the government, and even prosecuted.
20. How much is the annual expenditure for operating a limited company?
- Company registration fee: $1,720;
- Business registration fee: $250 (varies every year, depending on the government policy);
- Submitting fee for the annual return ($105);
- Operation of a company: every operating company needs to submit an audit report to the government. This cost will vary based on the company’s turnover and transaction amount detailed in the audit report, with verification by a registered accountant. Hence, the cost varies from a few thousand dollars to tens of thousands of dollars.
21. Can an unlimited company be exchanged to a limited company?No. The structure of an unlimited company is different from that of a limited company. Hence they are not convertible.
22. Do you need to come to the BBC brunch to set up a company in person?No. You can submit your application through the self-service platform "bbc ‧ me", and we will arrange for you.
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