Hong Kong Company Incorporation Guide (8) - Purchase a Readymade (Shelf) Company
(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 Office and Company Secretary Services are also ordered:
| (1) |
One photocopy of passport and residential addresses of all shareholders, if shareholders are not Hong Kong residents; One copy of Hong Kong Identity Card and residential addresses of all shareholders, if shareholders are Hong Kong residents; if shareholder is another corporation, please provide Certificate of Incorporation (or Articles of Incorporation or Business Registration Licence) and address of the Registered Office of that corporate director; |
| (2) |
One photocopy of passport (only the page showing the particulars of the holder) and residential addresses of all directors, if directors are not Hong Kong residents; Or, one copy of Hong Kong Identity Card and residential addresses of all directors, if directors are Hong Kong residents; if director is another corporation, please provide Certificate of Incorporation (or Articles of Incorporation or Business Registration Licence) and address of the Registered Office of that corporate shareholder; |
| (3) |
A description of the principal businesses of the new company |
In the case that Registered Office and Company Secretary are not ordered, the following additional information are required:
| (4) |
One copy of Hong Kong Identity Card and residential address of Company Secretary (applicable only when we are not appointed Company Secretary of the proposed company); |
| (5) |
Address of the Registered Office of to be used by the new company (applicable only when clients want to provide their own address situated in Hong Kong) |
Step 4:
After Kaizen receives the documents and information listed in Step 3, Kaizen then prepares the following incorporation documents:
(1) Notification of change of secretary and director (Appointment/Cessation) Form D2A
(2) Notice of Situation of Registered Office Form R1
(3) Letter of appointment of first directors
(4) Minutes of First Directors?Meeting and
(5) Share Transfer Instrument and Bought and Sole Note
Step 5:
Kaizen then arranges to have the documents listed in Step 4 signed by the new directors and new shareholders.
You could either come to our offices to sign the incorporation documents. In the case that clients could not come to our offices, Kaizen could arrange to deliver the incorporation documents to you for your signing. The incorporation documents must then be returned to Kaizen for filing.
Step 6:
After the incorporation (transfer) documents are duly signed, Kaizen then file the following documents with the Hong Kong Companies Registry :-
(1) Notification of change of secretary and director (Appointment/Cessation) Form D2A
(2) Notice of Situation of Registered Office Form R1
(3) Any other documents if appropriate
Step 7:
At the same time when working for Step 6, Kaizen also arrange to have the share transfer instrument and Bought and Sole Note (by which the share initially held by Kaizen as founding member is being transfered to client) stamped by the Stamp Duty Office and payment of stamp duty.
Step 8:
Then, Kaizen or the Company submits the form for application for Business Registration Certificate to Inland Revenue Department to apply for the Business Registration Certificate with payment of appropriate business registration fee. The Business Registration Certificate is normally issued in one hour after submission of application form and payment of registration fee.
Step 9:
Finally, Kaizen arrange to deliver to you the Company Kit. The whole registration process is then completed. All the documents evidencing the legal existence of the Company is contained in the Company Kit and those items are what we will return to you after the Company is duly registered.
The Company Kit includes the following items:
| (1) |
Original copy of Certificate of Incorporation - a document evidencing the legal existence o a company in Hong Kong. Please click here to view the sample Certificate of Incorporation. |
| (2) |
Original copy of Business Registration Certificate (BRC) - a document evidencing the commencement of business of the company. The BRC bears a number as Business Registration Number which also serve as Profits Tax Registration Number. Please click here to view the sample Business Registration Certificate. |
| (3) |
10 printed copy of Memorandum and Articles of Association. (specimen English Memorandum and Articles of Association or specimen Chinese Memorandum and Articles of Association). |
| (4) |
20 copies of blank share certificate |
| (5) |
One statutory book (members register, directors register and share register) |
| (6) |
One company chop and one Statutory Common Seal |
| (7) |
Duplicate copy of documents filed with Companies Registry in relation to the appointment of directors, secretary, location of registered office and one duly completed share certificate for each of the shareholders |
| (8) |
Duly executed Share Transfer Instrument and Bought and Sold Note which evidenced the transfer of subscriber’s share to you. |
2. Documents obtained after incorporation (after acquisition of shelf company is completed)
After your company is officially registered in Hong Kong, you will obtain the following documents:
Tailor-made Company (when you engaged a corporate agent to do the registration for you)
(1) Original copy of Certificate of Incorporation (sample)
(2) Original copy of Business Registration Certificate (sample)
(3) 10 printed copy of Memorandum and Articles of Association (sample)
(4) 20 copies of blank share certificate
(5) One statutory book (members register, directors register and share register)
(6) One company chop and one Common Seal
(7) Duplicate copy of documents filed with Companies Registry in relation to the appointment of directors, secretary, location of registered office and one duly completed share certificate for each of the shareholders.
3. General Requirements for Incorporation of Hong Kong Company
| (1) |
The proposed company name, which can be in English or Chinese only or both, can not be the same or too similar as one already registered with Companies Registry (the Registrar of Companies maintains a register of companies incorporated in Hong Kong); |
| (2) |
In accordance with the Companies Ordinance, each company incorporated in Hong Kong must have at least one shareholder, one director and a company secretary. However, a person can act in dual capacity. That is, one can act as shareholder, director and secretary at the same time. However, if a person is a sole director, she/he could not act as director and company secretary at the same time. |
| (3) |
Shareholder and director can be of any nationalities. However, Company Secretary must be a Hong Kong resident or a company incorporated or having a business address in Hong Kong. We can provide Company Secretary upon request. We also have incorporation package which includes Company Secretary (please click here for a detailed definition, powers and responsibilities of Company Secretary). |
| (4) |
Each company must have a Hong Kong address to be used as Registered Office for communication with the Hong Kong Government. We can provide Registered Office upon request and we have incorporation package which includes a registered office. Of course, you can opt to use your own address as registered office. |
| (5) |
There is no restriction on the amount of share capital and the share capital can be expressed in any currency other than HKD. However, most of the companies are incorporated with a standard capital of HKD10,000 divided into 10,000 shares of HK$1.00 each unless otherwise advised. Also, all shelf or readymade Hong Kong companies sold by us come with a standard capital of HK$10,000 divided into 10,000 shares of HK$1.00 each. You can always increase the share capital should you wish to do so. However, a capital duty of 0.1% on the amount of authorised share capital so increased is to be paid to Hong Kong Government. The maximum amount of capital duty is HK$30,000. |
| (6) |
In accordance with Business Registration Ordinance, a company once incorporated, must apply to the Business Registration Office, a department of the Inland Revenue Department, for a Business Registration Certificate within one month after its incorporation. The business registration number shown in the Business Registration Certificate is also the profits tax file number. |
4. Points to note when purchase a readymade company(1) Shareholder and director
At the time of incorporation, one share in the company is issued to the founding member and a director is being appointed. The purchase of a readymade company effectively means that:
(a) The one share initial held by the founding member (first shareholder) is to be transferred to the client (new shareholder)
(b) The existing director who was appointed at the time of incorporation will need to resign and will no longer be a director of the company acquired.
(c) The client at the same time is appointed to be the director of the company
(2) Company Name
As the term "readymade" suggests, the company you purchase from Kaizen is already registered and therefore it comes with a name created by us. However, you could always change the name of the company after acquisition to another of your own choice/creation.
(3) Registered Capital and paid up capital
All readymade companies sold by Kaizen are registered with an authorised and issued capital of HKD10,000 and HKD1 respectively. Again, you could always increase both the authorised and issued capital to any amount that meets your specific needs. However, when you increase the authorised capital, there is a capital duty of 0.1% on the amount increased to be paid to the Companies Registry.
Ready to incorporate? Hong Kong Company Incorporation Package #HKLLC05 - Incorporation plus Company Secretary plus Registered Office plus Corporate Bank Account
If you need assistance, further information or would like to place an order, please feel free to contact us:
Hong Kong Office: +852 2341 1414
Shenzhen Office: +86 755 8221 4440
Shanghai Office: +86 21 6439 4114
Beijing Office: +86 10 6874 8420
Singapore Office: +65 6883 1061
or send email to info@bycpa.com.
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