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Coddan Hong Kong offshore company formation agent, we help with whether you are a professional offshore Hong Kong company incorporation agent, starting offshore business online, Hong Kong tax-haven corporation formations agent, for whom zero-tax limited company creation is a frequent activity or an individual ordering your first off-shore company registration. We are providing offshore Hong Kong holding company set-up. We offer online incorporation Hong Kong, setting business corporation Hong Kong, starting-up company Hong Kong, Low-Tax and Zero-Tax LTD registrations services. Check international business companies establishment costs, offshore jurisdiction company, business incorporation Offshore, Hong Kong, Nevis, company organization package. Provides offshore virtual office, Hong Kong, Seychelles, mail-forwarding. Learn about forming offshore Hong Kong IBC benefits, incorporating IBC offshore advantages. Starting international business company incorporator agent. Registering LLC offshore, setting branch office - Coddan provides subsidiary offshore company registrations, Hong Kong companies incorporator, Hong Kong firm law registration Hong Kong holding company, offshore real-estate, flat management company, resident agent, local registered agent, incorporate Hong Kong, London, starting a business. Hong Kong nominee company secretary, nominee director service, shareholders agreement, nominee shareholder.
Hong Kong, Uruguay, Costa Rica and Delaware company set-up. Coddan offers internet offshore banking with online offshore bank accounts opening services in the best offshore tax havens in the world.
Start your own business Hong Kong offshore, business start up advise, how to start a small business, law firm, lawyers, offshore based, registering agent, resident agent, learn how-to incorporate. Hong Kong readymade company, Hong Kong shelf companies, Hong Kong ready-made LTD, aged company for sale, and foreign company registrar. PLC public company creation package, forming Hong Kong Guarantee Company, registering guarantee companies, forming LLP partnership or registering offshore LLP, setting LLP OFFSHORE. Start a company by incorporating or forming an off-shore LTD, PLC or LLP at Coddan. Learn about incorporation & how to establish your business online. Whether you incorporate online, open corporation England or form tax-free corporation, we can help you understand the low-tax incorporation process for filing. Incorporate or Form an LLC - Online! Offshore company formation, limited company formations & registration, electronically lodge online, multi award winning system, very easy and informative. In addition to British limited company formation we offer trademark registration, shareholder agreements, telephone answering, virtual office and company searches for limited companies.
Information to help start, grow or manage a small business. If you are starting a business or starting own business, nominee director, nominee secretary, rush incorporation. Home business and small business training and ideas site to help you start, grow, and expand home based business or search for the work at home job right. An outline of the general steps for incorporation in Great Britain, explaining how to setting your business, from choosing where to establish your business. Offshore companies, offshore banking, asset protection trusts. Full service offshore provider specializing in offshore company formation and management.
We are specialized in starting up and managing Hong Kong International Business Companies (IBCs). Cooperating with the best lawyers, accountants and auditors, we always achieve the best value for money for our clients. Our packages include registration as well as coverage of the annual fee, so there will be no surprises for you at the end of the year. At Coddan, services you would have to pay extra for elsewhere are included. We are always interested in long-term cooperation - as management consultants, we are always on your side on your way to success.
When you decide to set-up an offshore company, company formation off-shore, you need to complete the on-line questionnaire form. Services for offshore trusts and offshore structures. Incorporation of offshore and onshore companies registration and bank establishment.
Setting offshore companies and offshore shelf companies - incorporate an offshore company or shelf company online. Offshore company management services and registered agent. Starting Hong Kong business off-shore, registering tax-free corporation, zero-tax company formations. Tax haven company registration, incorporate company offshore, setting company, establish business, start-up business offshore jurisdiction, trust incorporation, incorporating foundation, limited LTD formation, Hong Kong setting-up limited company offshore, establish off-shore trust, creation company online, starting business offshore. Registering legal entity offshore, LLC formation, setting business, starting-up registrations, company offshore establishment, forming IBC company, incorporator agent, registering LLC, business start up. Readymade company, shelf companies, Hong Kong ready-made company, aged company for sale, small business start up, what incorporated companies, register limited company LLC offshore. Legal structure a business chooses is nominee secretary, nominee director, Apostille legalisation, nominee shareholder service.
The following is applicable only to Hong Kong, BVI and Belize. All other jurisdictions have different procedures which will make extremely cumbersome to explain here. It is not necessary that the client comes our offices for this purpose. Like their domestic cousins Offshore/Tax Exempt companies are totally separate legal entities to any individual that may own them.
This very simple fact allows an offshore company despite the fact that its owner(s) may live thousands of miles away to be subject to the laws and taxes of the place where it has been registered and/or managed in the case of non-resident companies. Therefore, if the jurisdiction of your choice has no corporate taxes then your company will have no tax obligations although obviously your personal tax position might be different.
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Economy Package |
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£ 660.00 | Renewal fees from £500.00 | |  |
Hong Kong company incorporation normally takes 7 to 10 working days.
Search name availability for your Hong Kong company.
Payment of first year's government fees.
Capital duty of authorized capital at HK$10,000.
Application of Business Registration.
Applicant appointed as company founding Director.
Applicant appointed as company Shareholder.
HK$10,000.00 Authorised Share Capital.
Preparation & filing of Memorandum & Articles of Association at Registry.
Filing Notice of Register Office, Notification of First Directors and secretary, director's consent, shares allotment, transfer of shares, issuing share certificates and preparing Minutes of First directors' meeting.
Hong Kong Registered Agent (Secretary) & Registered Office fees for the first year.
The following documents will be delivered via FedEx or DHL:
Certificate of Incorporation.
10 booklet of Memorandum & Articles of Association (6 copies to clients, 4 copies keep in our office).
Minutes of the First Meeting of the Board of Directors.
Issuance of shares, Register of Shareholders, Register of Directors, Secretaries.
Share Certificates.
Renewal Fees (payable annually from the second year): Registered Address, Government fees.
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Premier Package |
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£ 910.00 | Renewal fees from £750.00 | |  |
Hong Kong company formation normally takes 7 to 10 working days.
Payment of first year's government fees.
Capital duty of authorized capital at HK$10,000.
Application of Business Registration.
Preparation & filing of Memorandum & Articles of Association at Registry.
Filing Notice of Register Office, Notification of First Directors and secretary, director's consent, shares allotment, transfer of shares, issuing share certificates and preparing Minutes of First directors' meeting.
Registered Agent (Secretary) & Registered Office fees for the first year.
We provide a company Nominee Director for the first year.
The following documents will be delivered via FedEx or DHL:
Certificate of Incorporation, Share Certificates.
10 booklet of Memorandum & Articles of Association (6 copies to clients, 4 copies keep in our office).
Minutes of the First Meeting of the Board of Directors.
Issuance of shares, Register of Shareholders, Register of Directors, Secretaries.
A nominee service agreement which provides for the indemnification of the nominees.
Pre-signed undated Resignation Letter from the Director.
Indemnity Letter to the Nominees.
General Power of Attorney. An indemnity Letter for General Power of Attorney.
Renewal Fees (payable annually from the second year): Registered Address, Nominee Director, Government fees.
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Deluxe Package |
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£ 1077.00 | Renewal fees from £917.00 | |  |
Hong Kong company registration normally takes 7 to 10 working days.
Payment of first year's government fees.
Capital duty of authorized capital at HK$10,000. Application of Business Registration.
Preparation & filing of Memorandum & Articles of Association at Registry.
Filing Notice of Register Office, Notification of First Directors and secretary, director's consent, shares allotment, transfer of shares, issuing share certificates and preparing Minutes of First directors' meeting.
Registered Agent (Secretary) & Registered Office fees for the first year.
We provide a company Nominee Director and Shareholder for the first year.
The following documents will be delivered via FedEx or DHL:
Certificate of Incorporation, Share Certificates.
10 booklet of Memorandum & Articles of Association (6 copies to clients, 4 copies keep in our office).
Minutes of the First Meeting of the Board of Directors.
Issuance of shares, Register of Shareholders, Register of Directors, Secretaries.
A nominee service agreement which provides for the indemnification of the nominees.
Pre-signed undated Resignation Letter from the Director.
Indemnity Letter to the Nominees, Declaration of Trust from the Nominee Shareholder.
General Power of Attorney. An indemnity Letter for General Power of Attorney.
Renewal Fees (payable annually from the second year): Registered Address, Nominee Director and Shareholder, Government fees.
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HK Company subscribers may be resident outside the Hong Kong.
The company is required to have a registered office in the Hong Kong.
You must appoint a minimum of 1 director.
There is no maximum number of directors.
Directors can be corporate bodies or private individuals.
A director can be of any nationality.
There has to be at least 1 shareholder.
The names and address of shareholders are not available to the public.
Shareholder and director may be the same person.
There is no requirement for appointing local shareholder and director.
There is no paid-in capital requirement.
The minimum paid in and issued capital may be one share which is fully paid.
Shares can be issued with or without par value.
Shares may be issued in any recognizable currency or in more than one recognizable currency.
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(click here for other packages)
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 Company Formation Home Page >> Offshore Company Incorporation & Formations IBC >> Hong Kong Offshore Incorporation- HONG KONG COMPANY FORMATION. INCORPORATION IN HONG KONG Hong Kong offshore incorporation and company formation services using our online incorporation service for Hong Kong Limited Company. Hong Kong is the southern outlet of China, and where serves as a bridge to bring about international trade between the East and the rest of the world. It is worth noting that many overseas investors appreciate the sophisticatedly political and legislative system in HK. Accordingly HK can provide a stable business environment for investors and also imposes no restrictions in capital movement. WE are the professional consulting firm which is HK-based, and is specialized in helping company based in PRC, overseas investors who are interested in exploring their businesses in HK as well as the rest of world. We can provide powerful logistics and all business solutions. In addition, many overseas investors or china-based companies are willing to establish their subsidiaries or branches here due to low profits tax rate. It could reduce the tax burden of the group companies as a whole through the implementation of sophisticated tax planning to shift their business profit towards districts with low tax rates.
Under the 'one country - two systems' philosophy, the SAR has executive, legislative and independent judicial power. The capitalist system, legal structure and lifestyle remain unchanged. Hong Kong remains a free port with a free flow of capital and a freely convertible Hong Kong dollar. With China pushing forward with the modernization of its own economy, the PRC has expressed the wish that Hong Kong should assist in this endeavor. It has stated that its future development will be based on market led reforms with socialist characteristics and this has led to the opening up of its economy to foreign investments. It is widely recognized that Hong Kong is and will continue to be a significant gateway to China. One of the major advantages of utilizing a Hong Kong company is that its incorporation will not be perceived as a tax avoidance vehicle formation, as Hong Kong is a major trading entity in its own right. There is no capital gains tax and exchange control. The basic law of Hong Kong guarantees free trade as well as low taxes for a Hong Kong company. Hong Kong is one of the world's reliable and efficient financial centers. The advantages of no exchange control, sound legal system and efficient transport/communication networks make the incorporation in Hong Kong attractive for international traders. Hong Kong is ranked the freest economy in the world. Hong Kong companies are ideal vehicles for international trading or consulting activities which are not sourced in Hong Kong and therefore can be conducted tax-free. The same is true for companies holding real estate which is located outside Hong Kong. Coddan is your one stop solution for company formation and business services in Hong Kong and China. We will form your new Hong Kong company with your intended directors, company secretary, registered office and shareholders all in place and recorded at Companies House at the time of formation, although we can of course still use our nominees for incorporation purposes if you prefer. We complete all the minutes, statutory registers and official documents on your behalf, and ensure that all necessary forms and resolutions are correctly filed with the Registrar of Companies. One of the major advantages of utilizing a Hong Kong company is that its incorporation will not be perceived as a tax avoidance vehicle formation, as Hong Kong is a major trading entity in its own right. There is no capital gains tax and exchange control. The basic law of Hong Kong guarantees free trade as well as low taxes for a Hong Kong company. To do business in Hong Kong, one can set up a sole proprietorship, a partnership or register one's own company incorporated elsewhere as an overseas company in Hong Kong. However, the most common form of business entity in Hong Kong is the private limited company which limits the liability of the shareholders to the capital subscribed. The incorporation of a tailor-made company takes around eight to ten days but one can buy a "shelf company" and start business almost immediately. This kind of "shelf company" has never traded since incorporation and so has no liabilities. Shelf companies are ready-made companies which can be used the moment they are purchased. They normally have an authorised capital of HK$10,000 with standard Memorandum and Articles of Association. One can change the name, amend the Articles or increase the authorised capital at any time. Shelf companies are incorporated with one subscriber share of HK$1.00 which is the statutory minimum. There is no obligation to subscribe and pay up further capital. We are a multi-disciplined service business staffed by qualified accountants, company secretaries and finance professionals. Our strategy is simple, to provide responsive Hong Kong company formations and quality management services at an affordable cost to small to medium sized enterprises seeking to develop their operations in China. With in excess of 12 years experience providing advice to international clients we are well positioned to advise you on the most appropriate structure for your business whether it be a Hong Kong company, an offshore company or a legal entity in China. Our ongoing services and advice range from the provision of mail forwarding or virtual office services to the complete outsourcing of your administration needs. We are familiar with the problems that can arise when doing business in China and have the experience to provide timely advice to assist clients to protect their assets and maximise their opportunities. Most importantly we recognise the need for confidentiality and can tailor our services as required. Coddan is among the few which are on the lists of approved professional intermediaries of Standard Chartered Bank and Bank of East Asia, and are familiar with HSBC which do not have such a list at the present. Due to the recent fight against money laundry, it is difficult to open bank accounts unless the professional firms like ours are familiar with HK banks. Out standard corporate administrative service for Hong Kong companies include:
- Provision of a Company Resident in Hong Kong to act as Company Secretary;
- Provision of a HK Registered Office for the Company;
- Maintenance of the Share Register, the Register of Directors and Officers and the Minute Book of the Company;
- Preparation of notices and agendas and attending and taking minutes at Company Board meetings;
- Liaison with those authorised to speak for the Company and its Shareholders and with the Company's principals, bankers, managers, accountants and auditors;
- General management of the day-to-day corporate affairs of the Company including dealing with correspondence, faxes, telephone calls and E-mails;
- The filing of statutory documents with governmental and other regulatory authorities;
- Soliciting the advice of affiliated companies in connection with the provision of corporate administrative services;
- Provision of an individual resident in Hong Kong to act as an Authorized Representative of an overseas company registered under Part XI of the Hong Kong Companies Ordinance; and
- Provision of a Place of Business in Hong Kong for registration purposes of an overseas company under Part XI of the Hong Kong Companies Ordinance.
We incorporate Hong Kong private limited companies, and our services include the preparation of memorandum and articles of association, share certificates, common seals, business registration certificate, statutory books, filing appropriate returns to the Companies Registry on time, and producing minutes of board meetings and general meetings. We provide the registered office for Hong Kong companies, as well as company secretary services which include all main corporate secretarial tasks, for example maintaining the statutory books, preparation of minutes for directors and shareholders meetings, preparation of returns to be filed at the Companies Registry, etc. For clients of Coddan we provide a full range of business and office services, including shared or dedicated telephone and fax lines, voicemail, meeting facilities, and special secretarial and business support services. If you want to become familiar with the description and the contents of Hong Kong company formation packages, offered by Coddan and to find above, what kind of service is included in this or that Hong Kong companies incorporation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company incorporation within Hong Kong, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen. After incorporation of a company, there are numbers of procedures to be followed and the company secretary normally handles it on behalf. Hence he/she should be well-versed in the company law and its changes. An annual general meeting (AGM) must be held once in every calendar year and not more than 15 months after the last preceding AGM. However, a company need not hold its first AGM until 18 months of its incorporation. Every company is required to appoint an auditor each year at its AGM. An auditor must be qualified by virtue of the Professional Accountants Ordinance and completely independent of the company. In case of private company, its audited accounts must be laid before its AGM not more than nine months from its financial year end. We offer an efficient service to ensure the compliance to the relevant laws of a company and advise any change of provisions which may affect the company as early as possible. This avoids penalties and the non-compliance, which may affect internal and external documentation as to the third parties. In helping clients, we provide excellent and efficient service to company formation of various nature, like proprietor, partnership, limited company, non-profit making association and off-shore company. Share revaluation, business buy-out, merger and amalgation may be of helpful in company restructuring. We offer an efficient service to ensure agreement of a company's profits/income tax liability as early as possible. This reduces compliance costs, interest, penalties, and also ensures a company can budget accurately for the payment of its tax liabilities. Furthermore, we also offer technical advice and support in the following areas: Tax Planning & Profits Tax. In addition to the provision of compliance services to our clients, we aim to be value-added to help and plan their affairs, to ensure their eventual tax liabilities are kept as low as possible. In the course of preparing your tax return, we will review your income levels and advise the ways to optimise tax savings by use of available tax reliefs and allowances. We may review your tax positions, especially for individuals and un-incorporated businesses, so as to fully utilise the available relief by combining the application of personal assessment, joint assessment or separate assessment. Our aim is to always provide a comprehensive service to our clients and we tailor our services to their individual requirements. If you find above helpful, please get in touch. We provide optional services to our clients, especially for startup business and the offshore companies. Hong Kong Registered Office Address: This is necessary for clients residing outside Hong Kong and do not have a Hong Kong address. HK Business address: Use our commercial address for letterhead and correspondence makes companies more professional and Hong Kong presence. You can receive all correspondence here or or we can forward to you anywhere at your request. Dedicated Telephone / Fax Number: It can be provided to each client to receive voice message and fax. The system will automatically forward the voice message & fax to your designated email address (i.e. Fax-to-Email or Voice-to-Email Services) or incoming calls can be forwarded to a local home, office, or mobile number without the incoming caller knowing your whereabouts. Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of offshore companies. We are not able to guarantee that any such filing will be acceptable to Companies Registrar , nor are there any contractual obligation upon us to do so. If Companies Registrar rejects incorporation or other filing, we will credit your account with a full refund and the contract between us will be made void. Companies Registrar does not offer a cancellation facility for the incorporation of companies or the filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site (www.ukincorp.co.uk) are in Great British pounds. Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors. Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable. If you have any questions please E-Mail or call us: 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318.  Limited company, where the liability of its members is limited by shares, is the most widely adopted form of legal entity in Hong Kong. All the limited companies have to register with the Companies Registry, and have to obtain Business Registration Certificate within one month of commencement of operation. Limited companies incorporated in Hong Kong are regulated by the Companies Registry in Hong Kong. In accordance with the Companies Ordinance (Chapter 32), every limited company has to lodge its detailed particulars with Companies Registry for the public inspection. All limited companies shall appoint a company secretary to implement and comply with provisions of the Companies Ordinance (Chapter 32). Any contravention to the Companies Ordinance may result in serious consequences. Our company can incorporate private limited company in Hong Kong. The formation of which is by registration under the Companies Ordinance and must therefore comply a number of formalities. Company has to furnish tax return with IRD every year. If a company cannot provide audited report and tax return within a stated period of time, IRD can assess the tax liability of the company by estimation. In order to avoid excess tax liabilities, directors should prepare the accounts of the company as soon as possible and hand to the auditor for preparation of audit report. A newly incorporated company can prepare its first audit report within 18 months of its incorporation. If you receive the tax return from IRD, you should inform us or your auditor at once. A company's first AGM must be held within 18 months of incorporation. Unless the Registrar of Companies agrees in writing to an extension in a particular case, the period between annual general meetings must not exceed 15 months. Every person carrying on a business or profession in Hong Kong is required to keep sufficient records in English or Chinese to enable the assessable profits of such business or profession to be readily ascertained. The penalty for failing to comply without reasonable excuse is at maximum HK$100,000.00 As your company formation agents, we can only act on information and instructions given to us. You should not assume that we have knowledge of any factual matters. All of the information contained on this web site is not meant to be advice, nor should it be followed. The information on this site pertains to U.K. law only and is offered as a public service. It is not intended to give legal advice about a specific legal problem, nor does it create an attorney-client relationship. We do not hold ourselves out as offering tax advice, although we do not hold ourselves out as experts in the laws of any foreign country. If you order an offshore company we usually require to send us by fax, email (as attachments in PDF, GIF or JPEG format) or mail: copy of the passport (with photo, signature and personal data pages) of the beneficial owner of the company; copy of the passport (with photo, signature and personal data pages) of the individual who contacts us and places order with us if he is not the beneficial owner. Beneficial owner is the individual who benefits from ownership of a company regardless of who holds title. In Hong Kong, company can be divided into "company limited by shares", "company limited by guarantee", and "unlimited company". Every company files a copy of its Memorandum and Articles of Association, or "M&A" with the Registrar of Companies upon incorporation. These documents can be extremely brief or very detailed, depends on the law in the particular jurisdiction and on the practices of the particular incorporation agent. These documents lay out all the general information about the company. Usually these documents describe the type of company, its address, operational objects, authorised capital, the procedure for appointing and dismissing directors and officers and their scope of competence and responsibility, the procedure of share allocation, how shareholder's meetings are called and the competence of such meetings and how it should be executed, the procedures of keeping accounts, liquidation and similar administrative matters that are characteristic to any corporate entity.
Taxation. - Hong Kong is one of the few countries in the world that tax on a territorial basis. Many countries levy tax on a different basis and they tax the world-wide profits of a business, including profits derived from an offshore source. Hong Kong profits tax is ONLY charged on profits derived from a trade, profession or business carried on in Hong Kong. Consequently, this means that a company which carries on a business in Hong Kong, but derives profits from another place, is not required to pay tax in Hong Kong on those profits. Hong Kong sourced income is currently subject to a rate of taxation of 17.5 per cent. There is no tax in Hong Kong on capital gains, dividends and interest earned.
The principle of Hong Kong income tax is that it is a tax on income that has its source in Hong Kong rather than a tax based on residence. Income sourced elsewhere, even remitted to Hong Kong, is not subject to Hong Kong profits tax at all. Consequently, if a Hong Kong company's trading or business activities are based outside Hong Kong no taxation will be levied. The factor that determines the locality of profits from trading in goods and commodities is generally the place where the contracts for purchase and sale are effected. 'Effected' does not only mean that the contracts are legally executed. It also covers the negotiation, conclusion and execution of the terms of the contracts. If a business earns commission by securing buyers for products or by securing suppliers of products required by customers, the activity which gives rise to the commission income is the arrangement of the business to be transacted between the principals. The source of the income is the place where the activities of the commission agent are performed. If such activities are performed through an office in Hong Kong, the income has a source in Hong Kong. Hong Kong has no double tax agreement with any country, with the exception of a limited treaty with the United States of America relating to shipping matters only. As Hong Kong taxes on a territorial basis, this means that income derived from a local company from outside Hong Kong will not generally suffer double taxation in Hong Kong. Many countries which tax their residents on a world-wide basis also provide their companies operating in Hong Kong with unilateral tax credit relief for Hong Kong tax paid on income derived in Hong Kong. The Hong Kong Inland Revenue allows a deduction for foreign tax paid on a turnover basis in respect of income which is also subject to tax in Hong Kong. Therefore, businesses operating in Hong Kong do not generally have problems with double taxation of income. Withholding taxes, currently being 5.25%, are only imposed on royalties paid to non-resident recipients not related to the payers. If they are related parties then a tax rate of 17.5% will be applicable. A Hong Kong company must keep accounting records, which may be kept at the registered office address or elsewhere at the discretion of the directors. Every company must appoint an auditor who must be a member of the Hong Kong Society of Accountants and hold a practicing certificate. Although there is no requirement to file accounts with the Registrar, there is a requirement to file accounts with the tax authorities.
Shareholders. The minimum number of shareholders for Hong Kong private company is one. Coddan will provide Hong Kong (HK) nominee shareholders if requested. Declarations of Trust will be provided to the real owners providing beneficial ownership of company. There is no residency or nationality requirements.
Authorised and Issued Share Capital. Shares must be expressed in a fixed amount. "No par value" or "bearer" shares are not permitted. While it is usual for the share capital to be expressed in Hong Kong dollars, it can be expressed in any currency. A multiple currency share capital is also permissible. The amount of share capital must be stated together with the par value of the shares, e.g. ordinary (common), preferred, non-voting, voting, etc. Capitalization in currencies other than Hong Kong dollars is permitted. Unless otherwise instructed, we will organize the company with 10,000 ordinary shares of HK$1.00 each, of which 2 ordinary shares will be issued.
Directors. Minimum of one director must be appointed. A corporation is permitted to act as Director of a private company and there is no residency or nationality requirements. It is statutory requirement that a Company Secretary be appointed who, if a natural person - must be ordinarily resident in Hong Kong or if a corporate body, must have its registered office in Hong Kong.
Reporting Requirements. A company must apply for Business Registration within one month of incorporation and maintain its registration annually with the required fees. Renewal of the Business Registration Certificate will be requested around two months before expiry and a penalty will be levied in the event of late payment. When payment is long overdue the Inland Revenue will begin legal action against the company. Every company is required to appoint an auditor each year at its AGM. An auditor must be qualified by virtue of the Hong Kong Professional Accountants Ordinance and completely independent of the company. In case of private company, its audited accounts must be laid before its AGM not more than nine months from its financial year-end. The company must compile audited accounts annually who prepared by a registered Hong Kong auditor. The first audited accounts must be prepared up to date within 18 months after incorporation. Coddan is able to arrange for filing "Nil" Profits Tax Return and "Nil" Employers Return if the client's company has not commenced its business in Hong Kong.
Restrictions on Name and Activity. Names must end with one of the following words, or abbreviations thereof - "Limited", "Corporation", "Incorporated". The name can be in any language, but must be accompanied by a translation. The documentation will either be in English and Chinese. The following words, and their associated activities, cannot be used: Assurance, Bank, Building Society, Chamber of Commerce, Chartered, Cooperative, Imperial, Insurance, Municipal, Royal, Imperial and Trust.
Local Requirements. Companies are required to maintain a registered office in Hong Kong and a notice of situation of registered office must be filed with the Registrar of Companies within 14 days from the date of incorporation. The original Certificate of Incorporation, Annual Business Registration Certificate, the Corporate Seal must be kept in the Registered Office.
Secrecy. There are no specific statutory provisions governing secrecy in relation to companies.
Overseas Businesses That Could Benefit from Structuring China Trade or Investment Through a Hong Kong Company The Closer Economic Partnership Agreement (CEPA) was signed in 2003 by the Central People's Government and the Government of the Hong Kong Special Administrative Region and came into full effect from 1 January 2004. It provides preferential access to the Mainland market and reduced tariffs for certain enterprises and individuals in Hong Kong, whether locally or foreign-owned. Strategically, it opens a new chapter in cross-border trade and investment between Hong Kong and the Mainland and it reinforces Hong Kong's role as a bridge between China and the rest of the world. In essence, CEPA is a World Trade Organisation (WTO)-compliant, free trade agreement. The Mainland and Hong Kong Closer Economic Partnership Arrangement (CEPA) adopts a building block approach and provides a mechanism for further liberalization measures. Since the implementation of CEPA on Jan 1, 2004, the Central People's Government (CPG) and the Government of the Hong Kong Special Administrative Region (HKSARG) have held a series of high level and senior official meetings with a view to broadening the scope of CEPA. The two sides reached agreement on further liberalization measures on Aug 27, 2004. Construction and Related Engineering Services. Hong Kong-invested construction and related engineering services will have the following competitive advantages when doing business in the PRC compared with other overseas companies: Under the new PRC Foreign Investor Construction Enterprises scheme (Ministry of Construction Decrees 113 and 114), foreign-invested construction enterprises must obtain a Construction Skills Qualification Certificate ("SQC"). SQCs are granted based on the contractor's track record of projects undertaken in the PRC. CEPA will make it easier for Hong Kong construction companies to obtain SQCs compared with other foreign companies because PRC authorities now will take into account Hong Kong company projects in Hong Kong when considering SQCs. For overseas companies, only PRC experience will be considered. (However, requirements in Decrees 113 and 114 regarding the minimum number of managerial and technical staff that a construction enterprise must have in the PRC have not been relaxed for Hong Kong companies.) Under Decree 113, there are restrictions on the types of projects that a wholly foreign owned construction enterprise can undertake. For example, it can bid only on projects for which 50 percent or more of the project funding is from foreign sources. These restrictions are lifted for wholly Hong Kong-invested construction companies. Hong Kong construction companies will be able to undertake all Chinese-foreign joint construction projects. CEPA permits Hong Kong-invested enterprises that have obtained construction quality certification to bid for construction projects in all parts of the PRC. However, it is not entirely clear whether this will be of significant practical value. Current indications are that when actually undertaking construction projects, Hong Kong-invested enterprises still will be subject to the same qualification and licensing requirements as other overseas companies. CEPA also has re-confirmed that: Hong Kong consultancy firms are permitted to set up wholly-owned enterprises in the PRC. The Ministry of Construction has indicated that this generally is limited to consultancy firms primarily involved in design work. Hong Kong-invested construction enterprises may partner with PRC construction enterprises to jointly bid for PRC construction projects that are technically difficult for PRC construction enterprises to undertake on their own. Hong Kong companies are permitted to wholly acquire construction enterprises in the PRC. Real Estate Through wholly-owned operations, Hong Kong companies are permitted to engage in activities relating to self-owned or leased properties for high-standard real estate projects. Through wholly-owned operations, Hong Kong companies are permitted to provide real estate services on a fee or contract basis in the PRC. Retail Hong Kong retailers are permitted to establish wholly-owned retail commercial enterprises in the PRC. It would seem to be possible for an overseas retail company to open outlets in Chinese cities under the name of its Hong Kong subsidiary. Hong Kong enterprises are permitted to engage in franchising on a wholly-owned basis in the PRC. Distribution Hong Kong enterprises are permitted to supply distribution services in the PRC on a wholly-owned basis and to set up wholly-owned external trading companies one year ahead of China's WTO timetable. Logistics Hong Kong companies are permitted to set up wholly-owned enterprises in the PRC to provide logistics services and related consultancy services for ordinary road freight and to engage in management and operation of logistics services through electronic means. Other Favored Sectors CEPA provides benefits to the following other business and service sectors: Management consulting services; Storage and warehousing services; Convention services; Tourism services; Advertising services; Audiovisual services; Accounting services; Legal services; Medical / dental services; Banking; Freight forwarding agency services; Securities and insurance and Transport services. What Should Be Done Now? Foreign companies investing in, manufacturing in, exporting from or selling services into the PRC should re-evaluate their current arrangements and strategy now. Hong Kong and the PRC are working hard to deliver fully worded CEPA rules in time for the liberalization on January 1, 2004. While much will depend on the words used (their clarity and whether there is any dilution of either side's commitments), this is not a time to wait and see. Given that much of the advantage offered by CEPA is by way of abridgement of the WTO timetable, the Hong Kong government is encouraging Hong Kong enterprises to galvanize themselves into action to maximize the benefits offered. This applies equally to overseas investors that find advantage under CEPA.To the extent that CEPA provides considerable reduction in capital and turnover requirements, CEPA may have the effect (for both Hong Kong and overseas investors) of providing a route into the PRC that would not otherwise exist. Overseas enterprises without an existing presence in Hong Kong may believe requirements for a track record of substantive operations in Hong Kong for three years negates the abridgement of the WTO timetable offered by CEPA. Such organizations might benefit from acquiring a suitable Hong Kong enterprise that meets the criteria of a "Hong Kong company." There are likely to be synergies between "Hong Kong companies" and overseas investors with the capital and expertise to make a success of a CEPA enterprise.
Business Licensing. The requirements for specialized licensing of businesses in Hong Kong vary from sector to sector and are administered by different government departments. Please visit the Business Licensing Information Services www.licence.tid.gov.hk online for a one-stop answer to your licensing enquiries. Documents Download » Hong Kong Banking Ordinance Hong Kong Bankruptcy Ordinance Hong Kong Business Registration Ordinance Hong Kong Companies Ordinance Hong Kong Foreign Corporations Ordinance Hong Kong Inland Revenue Ordinance Hong Kong Limited Partnerships Ordinance Hong Kong Partnership Ordinance |
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