Starting Your Hong Kong Business: The First Steps
February 5, 2015
Once you decide to set up a limited liability company, the next step is to actually set it up! A lot of people starting their business feel confused when faced with the seemingly complicated process of company incorporation. This article will give a clear picture of what you should do if you decide to incorporate the company yourself. It also lets you know what you will be paying for if you decide to use service providers to set up the company.
- Incorporating your company
- What is the process of company incorporation?
- Deliver the following documents to the Company Registry together with the government fees:
- Incorporation Form – Form NNC1 (for company limited by shares) or Form NNC1G (for company not limited by shares);
- A copy of the company’s Articles of Association (Note 1); and
- A Notice to Business Registration Office (IRBR1).
- Wait for the Company Registry to issue a Certificate of Incorporation and a Business Registration Certificate (the Certificates).
- What information is required for filling in the Incorporation Form
- Proposed name of your company in Chinese and English.
- Information about the shareholders and directors, including name, correspondence address of shareholders, residential addresses of directors, and their passport or ID card number.
- Business address of the new company.
- The details of your company secretary.
- If you choose to appoint a natural person (not a separate company), then you can’t be the sole director and the company secretary at the same time. Be ready to provide this person’s name, Hong Kong correspondence address, email address and ID information.
- If you want to use a company as your secretary, please provide the company’s name, its Hong Kong address, its company number and its email address.
- Do I need a company secretary?
- Which type of business needs a company secretary?
All types of companies need a company secretary.
- Who can be appointed as company secretary?
A company secretary must be either a Hong Kong resident or a Hong Kong registered company.
- What does a company secretary do?
A company secretary helps the company comply with legal procedural requirements. The main duties of a company secretary include:
- filing of annual returns with and reporting to the Company Registry regarding the change of the share structure, directors and shareholders,
- arranging annual meetings, and
- preparing legal documents.
The following list gives you an idea about the types of legal documents that a company secretary needs to prepare:
-Annual return of the company
-Resolution for change of shareholding/director/company secretary
-Resolution for transfer of shares (per transfer)
-Resolution for allotment of shares
-Resolution for change of company name
-Resolution for annual members’ or directors’ meeting
-Written resolution for minutes of directors’/members’ meeting
-Resolution to appoint directors
-Resolution to remove directors
- You can get all forms required for incorporation from the Company Registry’s website.
- You can get model articles of association from the Company Registry’s website. Articles of Association prescribe the duties that members of the company owe to each other. If you want to tailor these to make your own rules, you should modify the model articles of association. Otherwise, the law says that the model articles apply to your company automatically.
- What services can I get from the market for the incorporation process?
- If you do not have a business address, you can pay to get one on an annual basis.
- If you do not have a company secretary, you can pay for one on an annual basis.
- You can ask a service provider to set up the company for you. In this case, you only need to provide the service provider with all the information necessary for filling in the incorporation form.
- What service fees will I pay?
- Government fees for company incorporation
You can find the fees charged by the government on the Company Registry’s website by following this link: http://www.cr.gov.hk/en/public/fees.htmFor the purpose of incorporating a private company limited by shares, you need to pay:
- An application fee of 1720 HKD and if your application is not successful, you will be refunded with 1425 HKD.
- An annual business registration fee of 2250 HKD.
- Business address fee
You can get a business address for around 1200-2000 HKD per year.
- Company secretary services
Currently, company service providers are likely to charge a basic company secretary service fee. Then they charge separately for each legal document that needs to be filed by the company secretary. For example, they charge separately for legal documents that appoint directors, transfers of shares, or changes to the company name, etc.For a basic plan covering the provision of a company secretary, keeping directors’ records and filing of annual returns, the fee may range from 1500-2000 HKD.
- Company incorporation services
There are many companies that offer company incorporation services. The cost of this is normally around 3000 – 5000 HKD.
- Can Dragon Law help me?
Yes! We offer company incorporation services. In fact, we are currently offering a FREE company incorporation for new subscribers to any of our annual subscription packages.For further information please contact firstname.lastname@example.org