Viewpoints

1. Introduction With the implementation of the new Companies Ordinance, the concept of authorized capital and nominal value has been abolished. All company shares will cease to have a nominal or par value, whether issued before or after the Commencement Date. Any provisions in a company’s constitution which state the amount of the company’s authorized capital and the nominal or par value of its shares will be regarded to have been deleted from the constitution. The nominal or par value amount of issued shares, together with the amounts standing in credit to the share premium account and the capital redemption reserve, will form the share capital. 2. Abolition of Par Value (1) Authorized capital and nominal value of shares The authorized capital represents the maximum sum that a company could raise by issuing shares and is expressed as the sum of a specific number of shares of a fixed amount […]

1. Introduction It is not a requirement that you have to set up the bank account in Hong Kong for your Hong Kong company. Indeed, there is no requirement that you even have to set up a bank account for your Hong Kong company. It is the sole discretion of the company, more specifically, the powers of the director or board of directors of a Hong Kong company to decide whether to open a bank account, where to open the bank account and the number of bank accounts required. 2. Banks Available in Hong Kong For the interest of our clients, we have enquired the banks listed below on the requirements for the opening of a corporate account with them. It is noted however that you can choose any other bank to open the bank account for your company. 1. Standard Chartered Bank: www.standardchartered.com (1) All directors, shareholders and bank […]

(Unless otherwise stated, Hong Kong company refers to private limited liability company incorporated in Hong Kong) 1. Procedures to Purchase a Readymade (Shelf) Hong Kong Company. When you engage Kaizen to incorporate a Hong Kong company for you, please follow the procedures described below. The following procedures apply to situations where clients purchase a readymade (shelf) company from Kaizen. It is assumed that the registered office and company secretary are to be provided by Kaizen. Step 1: Client places an order for incorporation with Kaizen with payment of incorporation fees. Step 2: Kaizen email or fax the readymade company list to client for his selection. Client selects at least two names in order of preference and confirms with Kaizen. Step 3: At the same time of confirming the selected names, client provides the following documents and information to Kaizen by email or fax or post: In the case that Registered […]

1. Qualification of Company Secretary In accordance of the Hong Kong Companies Ordinance, every company registered in Hong Kong shall have a secretary. With effect from the date of incorporation of a company mentioned in its certificate of incorporation, the first secretary of the company is the person named as the secretary in the incorporation form submitted in respect of the company. A director of a company may at the same time acting as the secretary of the company. However, the director of a private company having only one director shall not also be the secretary of the company. The secretary of a company shall- (a) if an individual, ordinarily reside in Hong Kong; (b) if a body corporate, have its registered office or a place of business in Hong Kong. Anything required or authorized to be done by or to the secretary may, if the office is vacant or […]

1. Number of Directors In accordance with the “Companies Ordinance”, a private company limited by shares must have at least one director. There is on restriction on the maximum number of directors. 2. Reserve Director In accordance with the Hong Kong Companies Ordinance, where a company which has a single member who is also the sole director has the option of nominating a “reserve” director to act in place of the sole director in the event of his death. The nominee (reserve director) must have attained the age of 18 and his particulars must be registered with the Companies Registry. 3. Qualification of Directors Both individual and corporation can act as director of a Hong Kong company. Also, the director can be of any nationality and be resident anywhere in the world and meetings can take place anywhere. A director must be over the age of 18. The Hong Kong […]

1. Minimum and Maximum Numbers of Shareholders In accordance with the Hong Kong “Companies Ordinance”, a private company limited by shares must have at least one shareholder and but could not have more than 50 shareholders (members). Employees and previous employees holding shares in the Company are not to be treated as shareholder. In addition, two or more persons hold shares in common is deemed as one shareholder. 2. Qualification of Shareholders Both individual and corporation could be shareholder of a Hong Kong company. Also, the shareholders can be of any nationality and be resident anywhere in the world and meetings can take place anywhere. The Companies Ordinance requires that an individual must be over the age of 18 to hold shares in a Hong Kong company. 3. Disclosure The name and occupation and residential address of the shareholders must be registered with the Companies Registry and entered the Register […]

To form a company under the Hong Kong Companies Ordinance, certain documents must be prepared which will form the constitution (bylaws) of the company. The constitution or bylaws of a Hong Kong incorporated company is commonly known as Memorandum and Articles of Association. The Memorandum and Articles of Association must be registered with the Companies Registry. (1) The Memorandum and Association This must contain – (a) The name of the company In relation to choosing the name of the company a number of matters must be considered: It should be noted that pursuant to Hong Kong Companies Ordinances, no company may be registered by a name which the Hong Kong Government regards as undesirable. The name of the proposed company must in addition be different to names already on the Register. The words “bank” or “insurance” must only be used where there is an appropriate license or exemption. In addition, […]

General Requirements of a Company Name A company may be registered with an English name, a Chinese name, or an English name and a Chinese name. A company name with a combination of English words/letters and Chinese characters are not allowed. An English company name must end with the word “Limited” and a Chinese company name must end with the characters “有限公司”. A Chinese company name should contain traditional Chinese characters (繁體字) that can be found in the Kang Xi Dictionary (康熙字典) or Ci Hai Dictionary (辭海) AND also in the ISO 10646 international coding standard. Circumstances in which a Company Name will NOT be registered Generally speaking, a company name will not be registered if:- it is the same as a name appearing in the Registrar’s index of company names; it is the same as that of a body corporate incorporated or established under an Ordinance; in the opinion […]

Features of Hong Kong Private Companies Limited by Shares Type of Company for International Trade and Investment Private Company Limited by Shares (Limited Liability Company, Private Company, LLC). Restrictions on Trading Cannot undertake banking or insurance activities or financial business (such as currency trading) unless relevant licenses are obtained. Power of Company A Hong Kong Company has all the powers of a natural person. Language of Legislation and Corporate Documents Legislation in both English and Chinese; incorporation documents, such as Memorandum and Articles of Association (also known as Articles of Association, bylaws and constitutions in other countries), Notification of Appointment of First Directors and Secretary etc. could be prepared either in English or Chinese. Name of Company It is not possible to reserve a name. It is essential to check that there is no similar or identical name on the Register of Companies maintained by the Companies Registry, which would […]

Introduction Choosing the location of holding company or regional holding company can be a daunting decision for many international structures. The minimization of tax, cost and risk are the main concerns. With the robust economy of China, coupled with the accession of China and Taiwan into WTO, much interest has been seen in investing in the Greater China or even the Asia Markets. Some investors may prefer to set up an appropriate holding structure within Asia. Criteria for Choosing a Suitable Jurisdiction for Holding Companies Low Cost and Risk Considering cost and risk, a favorable jurisdiction for setting up holding companies should have the following characteristics: (1) There are no minimum capital requirements; (2) Except in case of public companies, there is no requirement to file accounts with the company house, thus avoiding financial information being available to the public; (3) Ease of setting up, relocation and dissolution when the […]