How to Form and Register Business Organization in Hong Kong
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Transcript How to Form and Register Business Organization in Hong Kong
By Mr. Ambrose Lam
Senior Partner of Lam, Lee & Lai, Solicitors
13th Floor, Hip Shing Hong Centre,
No.55 Des Voeux Road Central, Hong Kong
Tel: (852) 2526 8008
Sole Proprietorship
Partnership
Company (Co)
BUSINESS ENTITIES
Sole
Proprietor
Partnership
Unlimited
Limited
Company *
Private
Public
Listed
Unlisted
Ease of formation
Limitation of liability
Tax treatment
Ownership structure
Management structure
Maintenance
◦ GP: joint and several
◦ LP: limited partners may have limited liability (LPO s. 7)
◦ Co.: limited or unlimited
◦ GP & LP: personal tax rates on profits - 15%
◦ Co.: corporate rate on profits-16.5%
Co.: 50% shareholding v. 75% shareholding
General Partnership
Limited Partnership
Private Company
Public Company
◦ Express Agreement
◦ Implied Agreement (by conduct; PO s. 4)
◦ Express Agreement
◦ Registration (LPO s.4)
◦ Registration (CO s.4)
◦ Articles include private company limitation, restriction and prohibition (CO
s.29)
◦ Registration (CO s.4)
◦ Articles DO NOT include private company limitation, restriction and
prohibition (CO ss.29 & 30)
◦ Stringent requirement of prospectus, criminal liability if in breach
Business Registration Certificate (BR):
◦ All BUSINESS ORGANIZATIONS in Hong Kong need to
obtain it from Business Registration Office of the Inland
Revenue Department.
◦ Including branch offices
◦ Expiration of the Certificate
The Certificate need to be renewed every year or three years
before expiration.
◦ Cost
US$58 per year;
Fine will be imposed for late payment.
Name Search – Companies Registry (online)
Documentary preparation
◦ MOA & AOA
◦ Form NC1
◦ It shall at least include one secretary, one director and one
founder member;
◦ The director and the secretary cannot be the same person;
◦ A person can be also a limited company
◦ Notice of Situation of Registered Office
◦ Letter of Appointment of first directors
◦ Minutes of first Directors’ Meeting or written resolution
of all Directors.
the most important documents to be
prepared for incorporation a company as the
constitution of the company
◦ Indicating the nature of its business;
◦ Defining the scope of activities of the company;
◦ Strict restrictions on alterations.
It should include:
◦
◦
◦
◦
◦
◦
Name of company
Its Registered Office
Objects (optional under CO s.5(1A))
Capital
Declaration by the Founder Member(s)
Liability of members
Table B Form of Memorandum of Association
of A Company Limited by Shares.pdf
Nature:
◦ regulations for the internal management of the
company.
◦ rules for carrying out the objects of the company.
Status:
◦ subordinate to the MOA.
Note:
◦ A company limited by shares need to have articles
of its own
◦ Application of Table A of CO
Alteration:
◦ by special resolution
In the case of any conflict between MOA and
AOA, the MOA will always prevail.
Table A 1st Schedule.pdf
One-stop Company and Business Registration
(NEW)
Obtaining the Certificate of Incorporation (CI)
It is conclusive evidence that the association is a company authorized to be duly
registered under the CO.
◦ Forms required for registration are filed with the
Companies Registry
◦ Form NC1
◦ M&A
◦ Notice to Business Registration Office (IRBR1)
◦
Company Registration (Cont’):
◦ Time: 4 working days
◦ Fee: about US$220 + capital fee (For every or part
of US$130 of the nominal share capital (subject to a
maximum fee of US$3850 per case))
Obtaining Business Registration Certificate (BR)
◦ Time : [NEW] can be obtained at the same time
when the company obtains the Certificate of
Incorporation.
◦ Validity: 1 year or 3 years
Filing Annual Return (Form AR1& Form AR3)
Tax Return
Notification of change of particulars
Fee: for a limited company having a share capital, an annual registration
fee of US$14 is payable if the annual return is delivered within 42 days
after the most recent anniversary of incorporation of the company.
Note:
A substantially higher registration fee ranging from US$112 to US$447 will
be payable for the late filing of an annual return of a local private company
having a share capital.
◦ Any employee;
◦ Any business or investment;
◦ Any profit gained in Hong Kong
To the Companies Registry any change of members, directors, secretaries,
shareholding and registered office
To the Business Registration Office any change of business registration
particulars, i.e. registered office
Meaning:
◦ Companies not incorporated in HK
Every non-Hong Kong company that has a representative
office in Hong Kong or has let out its property situated in
Hong Kong needs registered in Business Registration Office of
IRD, regardless of whether is has established a place of
business in Hong Kong.
Registration:
◦ Application Form (Form N1)
◦ Notice to Business Registration Office (IRBR2)
Q&A
END
Presented by Ambrose Lam
Messrs. Lam, Lee & Lai, Solicitors
13th Floor,
Hip Shing Hong Centre,
No.55 Des Voeux Road,
Hong Kong
Tel: (852) 2526 8008