Incorporation of Hong Kong Limited

Hong Kong is a highly developed international metropolis with the most liberal trade port in the world, coupled with its own sound infrastructure and a sound legal system. This gives entrepreneurs and businessmen a unique business environment . At present, a growing number of mainland businessmen have different purposes in setting up their own companies in Hong Kong, expand their business through different channels, and establish the company's international image and enhance their competitiveness. Here are some of the advantages of setting up a company in Hong Kong:

(1) the name of freedom of choice: regardless of the size of our registered capital, the Hong Kong Government allows the company name contains international, group, holding, industry, investment, enterprises, associations, chambers of commerce, associations, foundations, promotion,

(2) the scope of business is very limited: electrical, electronics, chemical, light industry, machinery, instruments, equipment, clothing, textiles, jewelery, finance, medicine, shipping, import and export trade, real estate, Decorating, information, networking, tourism, colleges, cultural publishing, associations, research institutes and other high-tech industries can become our business;

(3) low-tax environment conducive to development: Hong Kong tax rate is low, the tax is small, there are many international organizations to use Hong Kong's tax advantages to achieve a reasonable tax avoidance; we set up companies in Hong Kong, generally only need to pay two taxes: one is a one- The tax rate is 1/1000, the tax is determined by your actual registered capital; the other is the profits tax, the tax rate is 17.5%, this tax is based on our actual profit (net profit) to calculate , The enterprise is not profitable, do not pay taxes. In addition to tobacco and alcohol or special, there is no import and export tax in Hong Kong.

(4) a small amount of registered capital and no capital verification: the registered capital in place will often have a direct impact on the shareholders to set up a company's decision, regardless of the registered capital in Hong Kong is how much money, do not need to hit the Hong Kong bank funds Hong Kong government requires minimum registered capital is 10,000 Hong Kong dollars, according to the actual situation can raise the registered capital.

(5) to expand the window of the international market and enter the Chinese mainland market springboard: Due to the special historical conditions and geographical location of Hong Kong, to the Mainland enterprises to create favorable conditions for outward development. Therefore, the establishment of a company in Hong Kong can serve as a window for foreign investors to gain the trust and cooperation of foreign cooperative enterprises. On the other hand, as China has just opened up, overseas investors like to set up their regional headquarters in Hong Kong as a springboard for investment in China.

(6) easy access to international credit and credit: As we all know, Hong Kong is Asia's economic center and financial center, almost every street has a bank. We can use the Hong Kong Bank's credit, credit is the basis for the development of international business, access to credit, we can use the financial center of Hong Kong for financing, you can also open letters of credit to overseas, with smaller funds to do big business. If necessary, we can apply to the Hong Kong Government for SME financing loans, and then put the money into the market profit.

(7) Free flow of people, goods and capital: Hong Kong is the freest and the most prosperous commercial port in the world. Its infrastructure is good. Hong Kong is free to enter and leave freely, and to enter and leave freely. Free flow of people in and out of Hong Kong and more than 100 countries have visa-free agreement, and the Pearl River Delta is also about to launch visa-free travel plans; logistics out of freedom is mainly reflected in the goods out of tariffs, land and air logistics processing speed; Freedom of entry and exit is reflected in the absence of foreign exchange control in Hong Kong, a variety of foreign currency exchange can be redeemed at any time, and there is no limit on access to funds. Businessmen like to use the convenience of Hong Kong banks to send and receive letters of credit.

(8) the use of Hong Kong's reputation, the creation of the Hong Kong brand: Hong Kong's international status as significant, and later companies often like to use the visibility of Hong Kong for their own enterprises to be packaged. Such as Hong Kong's clothing, toys, cultural publishing and other industries in the international community has a certain competitive advantage. In Hong Kong to set up this kind of company, can immediately share the overall international image and status, to a certain extent, can enhance the company's own competitiveness;

(9) to obtain the right of abode in Hong Kong: If your company has made a contribution to Hong Kong, you can apply to the Hong Kong Immigration Department from many business visas. After seven years of residence, Hong Kong permanent residency is available. The Hong Kong Government has introduced the Immigrant Investor Scheme. Please note the information published by the Hong Kong Government in this regard.

Conditions for establishment of Hong Kong company

The establishment of a company in Hong Kong is generally free, provided that the following conditions are met and the relevant information is provided:

(1) a shareholder or director or more (of any nationality);

(2) all shareholders must be at least 18 years of age, and have legal documents;

(3) all shareholders must produce a valid ID card or passport (domestic residents to pass) photocopy;

(4) the registered capital of not less than HK $ 2 (generally registered as HK $ 10,000), the registered capital of a certain time in place;

(5) to provide registered address in Hong Kong (available from Division I);

(6) to appoint a Hong Kong or Hong Kong company to act as the company's legal secretary (who may be appointed by us);

(7) To provide clear and multi-project, cross-sectoral business scope;

(8) All Hong Kong Government registration fees must be paid.

Registered Hong Kong company procedures

1, the Hong Kong company search

If you have a good company name (company name is full name and not a business name), you can fax or e-mail:

Fax: (852) 30104087 or (86755) 22635958 or (8620) 28032248


We will provide you with a free search and answer whether you can register (registered Hong Kong company name choice: regardless of the size of the registered capital) to allow the company name contains - the Federation, the Council, the Foundation, Investment, shares, trade, import and export, culture, film and television, design institute, college, university, etc., And so on;

2, complete the registration of Hong Kong company "power of attorney";

3, payment of advance payment: prepaid the full cost of services, and the Hong Kong Companies Registry registration fee and the Inland Revenue Department business registration fee;

4, signed a full set of registered company documents and articles of association, or courier to your designated place to sign;

5, to sign a full set of registered company documents and articles of association sent to the designated office;

6, to submit a full set of information to the Hong Kong Companies Registry to apply for a certificate of incorporation;

7, submit the relevant information to the Hong Kong Inland Revenue Department to apply for business registration certificate (both business license and tax registration certificate);

8, to submit information to the Hong Kong Government Printing production: stock, charter, record book;

9, the production of stamps, round chapter or seal signature chapter;

10, notice to the designated office to receive Hong Kong companies after registration of a full set of documents, certificates, licenses and other documents.

Hong Kong company to obtain the registration documents

1, the company registration certificate

2, business registration certificate

3. Memorandum and Articles of Association of the Company

4, the company minutes

5, the stock

6, the bank signature chapter (for the round can be declared to declare the choice of production, can also be commissioned to increase production)

7, the company Seal

8, the directors, company secretary and registered address registration form

9, the file box

Registration of new Hong Kong companies in general

Q: Can mainland Chinese people apply for registration of Hong Kong companies?

A: Yes, you can apply for a Chinese identity card. There is no restriction on the ownership of the shareholders / directors of a company incorporated in Hong Kong. In fact, most offshore companies do not have any restrictions on the nationality of shareholders and directors.

Q: How do I know if your company is legally registered?

A: You can make a search in person or by your friend or any other person at the Lobby of the Queensway Government Offices, 13 / F, Hong Kong. You can also check the status and existence of the company through the Hong Kong Companies Registry's website. . Moreover, the bank is willing to open an account for your company is sufficient to prove the legitimacy of your company, because banks need to check the company before the account to the legal existence of the account.

Q: Do you want to set up a limited company in Hong Kong, what are the requirements?

A: One or more shareholders and directors who have attained the age of 18 or above may have a passport, a Hong Kong and Macau Pass or ID Card. Alternatively, you must provide an address in Hong Kong as a registered address and a Hong Kong resident Legal secretary. (Usually, registered address and company secretary provided by the Company). For details, please refer to the "Conditions for Establishment of Hong Kong Companies" above.

Q: What is the procedure for registering a new Hong Kong company?

A: The legal and operating procedures for the registration of a new Hong Kong Limited Company are as follows:

Submit the memorandum and articles of the articles of association and pay the relevant government fees → (normally 5 working days) Certificate of Registration issued by the Companies Registry → (2 working days) Submit documents such as directors and secretaries → Business Registration Certificate (1 Working days) → complete and submit a complete set of documents to the customer. The detailed registration procedure is as per the "Procedure for Registered Hong Kong Companies" on this page.

Q: How long does it take to set up a new company?

A: A new Hong Kong company will be completed within 8-10 working days of signing all legal documents.

Q: When will the newly established company be able to find the company's background record in the Companies Registry?

A: Generally speaking, since the registration date of 16 working days after you can in the company registration office access to the company's background records. Information is stored in the form of film to make it easy for members of the public to search.

Q: What does the new company charge include?

A: The charge d'affaires of the new company registration fee includes:

(1) Draft the company's articles of incorporation, company registration fee, corporate package including stamp, signature offset, stock, articles of association and minutes

(2) the first year of business registration fee

(3) Appointment of directors and secretaries to submit registration documents and provide copies of documents

(4) free file delivery in Hong Kong. In countries or regions outside Hong Kong, the charges for express delivery of documents are collected in real terms.

Q: Are there any other hidden costs?

A: The Company's charges include all fees which will enable the Company to commence operation (excluding bank account opening). There is no hidden charge.

Q: You are sure to set up a Hong Kong company, how to pay?

A: You can pay by transfer, wire transfer, check or cashier order to our designated Hong Kong or Mainland account. Overseas people can remit money to Hong Kong accounts; Mainland China can remit money to the designated account in mainland China, according to our "Notice of Collection" guidelines.

Q: How much is the company's registered capital? How much is the registration fee?

A: The company registered capital of HK $ 10,000 as a starting point, divided into 10,000 shares, HK $ 1 per share.

The applicant may at any time to increase the registered capital of the company, without verification, only to pay the Hong Kong government capital stamp duty 0.1%.

Companies registered capital of 1 million Hong Kong dollars: PCT stamp duty of HK $ 1,000

Companies registered capital of 10 million Hong Kong dollars: PCT stamp duty of HK $ 10,000

The general principles of directors' liability

It is the responsibility to act in good faith in the interest of the company as a whole

Directors must act in good faith and in the best interests of the Company. This means that directors are responsible for acting in the interests of current and future shareholders. In discharging such an obligation, the Directors must, as far as practicable, take into account the need to achieve equitable results among the members of the Company.


It is the duty to use the power for the benefit of the members of the company as a whole and for the appropriate purpose

A director of a company must exercise power for the purpose of [appropriateness], which means that the purpose of the exercise of power is not the same as the purpose for which it is authorized. The basic or primary purpose of exercising the powers of a director must be for the benefit of the company. If the underlying motive is found to be for other reasons (such as giving one or more of the directors' interests or for the purpose of manipulating the company), the consequences of the exercise of the power may be invalidated. It is a breach of duty if the director is acting in good faith.


(Other than duly authorized) and have the duty to make independent judgments

The directors of the Company shall not delegate their powers unless the constituent memorandum and articles of the Company (the "Articles") or the resolutions of the Company are approved. The directors of the company must make independent judgments on the exercise of their powers.


Has the duty to act with due diligence, skill and effort

The directors of the company must act with prudence, skill and diligence, as a reasonable person in the position of the director, acting in such a manner as may reasonably be expected to have knowledge, skill and experience. In deciding whether a director is to perform this duty, the court will also take into account the prudence, skill and effort of a reasonable person with the additional knowledge, skills and experience possessed by the director.


It is the responsibility to avoid conflicts between personal interests and corporate interests

Directors shall not allow personal interests and the interests of the company in conflict.


Has the duty not to carry on the transaction which has the interest relations, but complies with the law stipulation except

A director is required to perform certain obligations if any transaction is a key interest in the company and the party in which the transaction is entered into is, or is likely to be, the company. Unless the director has performed those duties, he may not authorize, cause or permit the company to enter into transactions in the performance of the directors' functions. In addition, no dealings with the Company may be made unless the Directors have complied with the law.

The law requires the directors to disclose the nature of their interests in relation to the above transactions. In some cases, the charter may prescribe procedures for obtaining approval of directors or members for the proposed transaction. Directors must disclose the benefits in accordance with the procedures required. Where applicable, he must obtain the approval of other directors or members.


Have a duty not to use the position of directors to seek benefits

A director of a company shall not use his director's position to directly or indirectly seek benefits for himself or others or directly or indirectly for the benefit of the interests of the company.


It is the duty of the Company not to use the property or information of the Company for any unauthorized purpose

A director of a company may not use the company's property or information or the business opportunities of the company as a director. If the company has been disclosed to the company at the meeting of the company and the approval is obtained.


It is the duty of the third party not to accept the personal interests of the director as a result of the office of the director

A director or a former director of a company shall not accept any advantage given by a third party as a result of the power of a director or the exercise of his powers by the director, but the interest of the company itself or the agreement of the company by ordinary resolution or Except insofar as the necessary spin-off benefits from the proper performance of the directors' functions are obtained.


It is the responsibility to comply with the company's memorandum, articles and resolutions

The directors of the company must act in accordance with the articles of association of the company and shall comply with the resolutions made in accordance with the articles of association.


Liability for keeping proper books of account

The directors of the company must take all reasonable steps to ensure that proper books of account are kept so as to give a true and fair view of the affairs of the company and to explain transactions made by the company in order to avoid breaches of section 275 of the Companies Ordinance (Cap 32) The Directors shall not allow the Company to incur further credit without knowing that there is no reasonable desire to avoid insolvency.