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
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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
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General Partnership
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Limited Partnership
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Private Company
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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)
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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
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
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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
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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