Hong Kong Company Incorporation Package #HKLC02 Company Secretary and Designated Representative
Unless otherwise indicated, the Hong Kong Company stated in this quotation refers to a private company limited by shares incorporated in Hong Kong in accordance with the Hong Kong Companies Ordinance.
This package include the Company Secretary and Designated Representative. This is for the entrepreneurs who can provide their own Registered Office Address.
Summary
Our fees for the registration of a private company limited by shares Hong Kong are HKD 8,900*. The fees quoted include our professional service fee, the provision of a company secretary, designated representative, the government registration fee and the business registration fee for the first year.
For the establishment of a Hong Kong company, the investor needs to provide the proposed name of the company, the amount of registered capital, identity proof (Hong Kong identity card or passport or Certificate of Incorporation) and address proof (utility bill or address of registered office), of each shareholder and director and the registered office address.
The registration of a private company limited by share in Hong Kong could done on the same day, if the shareholder and director are Hong Kong residents or Hong Kong registered company. For the shareholder, director or a company registered outside territory of Hong Kong, the registration process takes around 5 working days.
If client needs, Kaizen can help client to open a bank account in Hong Kong Bank or other local bank designated by client. Our fees for this service are HKD 6,000. In any case, when the bank turns down the application and the bank account could not open successfully, client could have Kaizen to try a second bank or a refund half of the service fee for the bank account opening.
If the business conduct in Hong Kong requires extra licence or permit, Kaizen can help to apply for such licence or permit and the fees will quote upon request.
1. Hong Kong Company Registration Fees
(1) Hong Kong Company Pre- & Post- Incorporation
Kaizen could assist client to handle the following incorporation related matter.
(a) Name availability preliminary check;
(b) Preparation of Articles of Association and other incorporation documents;
(c) Service fee and government official fees and the business registration fee for first year;
(d) Submit the incorporation documents to the Companies Registry;
(e) Business Registration Certificate (Valid for one year);
(f) Preparation of compliance corporate kit, including company stamps, share certificates, registers and minutes book;
(g) The first board of the director meeting record (Board of director resolution).
(2) Company Secretary Service
Kaizen could acts as the Hong Kong Company Secretary for one year, so that Hong Kong Company could meet the requirements of the Companies Ordinance. Specifically including:
(a) Companies Registry (CR) Compliance Alert & Reminders;
(b) Company Secretary registered with CR for 12 months, which can be updated before expiration;
(c) Preparation and filing of Annual Return.
(3) Designated Representative
Kaizen or one of its associated company will act as the designated representative of the client’s Hong Kong Company for one year. The responsibilities of the designated representative include updating and maintaining the Significant Controller Register and provide assistance relating to the company’s SCR to a law enforcement officer.
Total Fees: (1) + (2) + (3) = HKD 8,900*
All fees quoted are exclusive of courier charge, if any.
* The prescribed business registration fee payable in respect of an application for company incorporation and business registration made in the period from 1 April 2019 to 31 March 2020 will be reduced by a sum of HK$2,000. The relevant legislative amendment is subject to the scrutiny by the Legislative Council. In the event that the relevant legislative amendment is not passed or is amended by the Legislative Council, the prior reduction of HKD2,000 that has been made in this quotation will be requested and should be remitted to Kaizen bank account within one week after notice.
2. Payment Terms and Payment Methods
Upon receipt your order, Kaizen will issue an invoice for your settlement. Kaizen will require full payment in advance. Kaizen currently only accept check, cash or TT and credit card through PayPal. If the payment is making by PayPal, Kaizen will charge for 5% handling fee.
If China or Taiwan official tax invoice is required, we will charge the Value-Added Tax or Business Tax at the prevailing rate in the respective jurisdiction.
3. Basic Structure of a Hong Kong Private Company
The minimum requirements of a Hong Kong company are as follows:
(1) Set up by at least a shareholder, a director and a company secretary;
(2) The shareholder could be a legal person or a natural person. There are no restrictions on the nationality of the shareholder;
(3) The director could be a legal person, but there must be at least one natural person director. There are no restrictions on the nationality of the director;
(4) The shareholder could be the director. If the only shareholder act as the director at the same time, the director could not become the company secretary;
(5) A Hong Kong Company must designate a Hong Kong local resident to act as the designated representative ;
(6) Company secretary must be a Hong Kong resident or a company registered in Hong Kong;
(7) Minimum registered capital is HKD1;
(8) The registered office address must be located in Hong Kong.
4. Hong Kong Company Incorporation Procedures
Below is the procedure for the registration of Hong Kong Company:
(1) Kaizen performs a name availability search in the Register of Companies and inform clients the availability of the proposed company name;
(2) At the same time, clients could send the required documents and materials stated in Section 6 by using E-mail, fax or mail, the courier fee shall responsible by clients;
(3) After confirmed the availability of the proposed name, Kaizen will prepare the Articles of Incorporation and other incorporation documents;
(4) Kaizen will send the documents prepared in part (3) to clients, the directors and shareholders should sign on the documents. After signed, the documents should send to Kaizen Office. Clients could choose to sign the incorporation documents at any office of Kaizen;
(5) Kaizen will submit the duly signed incorporation documents to the Companies Registrar and pay for the government official fees and the business registration fees;
(6) Kaizen will receive the Certificate of Incorporation and Business Registration Certificate from the Companies Registry and the Business Registration Office respectively in about 2 working days. For the shareholder, director, or company registered outside territory of Hong Kong, will take around 4 to 5 working days.
(7) Kaizen will prepare the company stamps and Articles of Association (the whole set of documents together is known as company kit).
(8) After the Hong Kong Company is incorporated, Kaizen will arrange to deliver the Company Kit to clients.
5. Estimated Time Frame
Under normal circumstances, the whole process for the company incorporation takes around 2 working days. For the shareholder, director or company incorporated outside territory of Hong Kong, the process will take around 5 working days. The date is counted from receipt of duly signed the incorporation documents by the Companies Registry.
| Item | Description | Time (Day) |
| 1 | Kaizen receives the signed incorporation documents from client | 1 |
| 2 | Kaizen delivers the registration documents such as Articles of Association to the Companies Registry | 1 |
| 3 | The Companies Registry issues the Certificate of Incorporation | 2 |
| 4 | Kaizen prepares the company stamps and Articles of Association | 2 |
| 5 | Kaizen mail out the company kit to client for retention | 1 |
6. Required Documents and Materials
Client needs to prepare the following documents before handling for incorporation of Hong Kong Company. Client could send the documents to Kaizen by email, fax, or mail:
(1) Hong Kong Company intended name. Please provide 2 to 3 English name or Chinese name or both;
(2) A copy of passport (or identity card for Hong Kong resident) and a copy of residential address proof (such as utility bill, telephone bill or bank statement) of each shareholder; For the shareholder who is a legal person, the Certificate of Incorporation, registered office address and the residential address proof by company shareholders and directors should be provided;
(3) A copy of passport (or identity card for Hong Kong resident) and a copy of residential address proof (such as utility bill, telephone bill or bank statement) of each director; For the director who is a legal person, the Certificate of Incorporation, registered office address and the residential address proof by company shareholders and directors should be provided;
(4) The registered capital and the distribution of holdings by the shareholder (If more than one shareholder). Unless otherwise stated, the registered capital will set at HKD 10,000 (10,000 shares) if there is only one shareholder;
(5) The registered address of the new company;
(6) Basic background information of the new company, such as the principal business activities, the products to be traded or services to be provided, the location of suppliers and customers, the expected turnover of the first year etc.
(7) A completed incorporation order form (including “Know Your Client” due diligence form provided by Kaizen);
(8) A copy of Hong Kong identity card and residential address proof of the designated representative, if client does not entrust Kaizen in the designated representative service.
The identification and address proof listed above must certify by the staff of Kaizen, CPA, lawyer, notary officer or a bank manager.
7. Registration Documents Returned to Client after Registration
After the company is officially registered, Kaizen will return the following documents and materials for retention:
(1) Original copy of Certificate of Incorporation;
(2) Original copy of Business Registration Certificate;
(3) 10 printed copy of Articles of Association;
(4) A company stamp and stamp with the word “Represent company”;
(5) A Statutory book (Register of shareholders, register of directors and register of charges, etc.);
(6) A Significant Controller Register;
(7) 20 copies of blank share certificate;
(8) The documents about the appointment of directors, secretary and the notice about the company registered address.
8. Annual Maintenance Fee
Once the Hong Kong Company is registered, it is required to comply with the Hong Kong Legislation. For example, in accordance with the Companies Ordinance, company must prepare for the annual financial statement, hiring the Certified Public Accountant in Hong Kong to audit the financial statements and holding the annual general meeting. In addition, in accordance with the Inland Revenue Ordinance, Hong Kong Company must submit an income tax return (and an audited financial statement) and an employer’s return each year. In order to provide a clearer understanding of the costs and the expenses to maintain a Hong Kong company, Kaizen will list out the maintenance costs incurred by a Hong Kong company for the following years in the following table.
Table 1 – Hong Kong Company Annual Maintenance Fees (From the second year)
For more details about the compliance requirements and the related costs, please refer to “Hong Kong Company Compliance and Maintenance Fees Schedule”.