Company administration guidelines
- Shareholders of a Hong Kong company must subscribe for at least for one share to start the Hong Kong incorporation process.
- A Hong Kong company can issue the following classes of shares; ordinary shares and preference shares.
- Share premium is allowed in Hong Kong. However, share premium is a subject to capital duty of 0.1%.
- Proper instrument of share transfer is required to register the transfer of shares in a Hong Kong company.
- The minimum number of Shareholders is one and there are no restrictions on foreign individuals or corporate bodies being Shareholders.
- The number of Shareholders of private company is limited to 50.
- Nominee Shareholders are permitted.
- The minimum number of Directors is one.
- There is no restriction for foreign nationals to act as a Director of a Hong Kong company.
- Corporate Directors are permitted in Hong Kong.
- An annual general meeting of Directors can be held outside of Hong Kong.
Restrictions on name & activity:
- All business entities in Hong Kong must have an approved name prior to company registration. This can be done relatively quickly.
- A Hong Kong company name must end with ‘Limited’.
- There are no onerous restrictions on trading other than the inability to undertake banking and insurance activities.
- Every company in Hong Kong is required to have a registered office where a register containing details of any Directors, Shareholders or company Secretary's, as well times of any general and Director meetings were held. Eltoma can provide this service.
- All changes have to be filed with the Registrar of Companies within a month from the date of any change.
- It is compulsary for a Hong Kong company to have a Secretary. A Secretary can be a natural person or a company who is a resident of Hong Kong. Eltoma can provide this service.
- The company Secretary is responsible for keeping and filing corporate documents with the Registrar of Companies.
- Nominees are permitted in order to achieve a high level of confidentiality.
The timescale for the incorporation of a Hong Kong Limited Liability Company is approximately 5 working days.
The Secretary of a Hong Kong registered company receives a notification for the submission of the company’s income tax form about 27 months (2 years + 3 months) from the incorporation date of the company. Once notification is received, the company has 1 month to prepare its bookkeeping; auditation of the accounts and submit the income tax form. It is recommended that all Hong Kong registered companies prepare their audited accounts within 3 months from the end of their financial year on an annual basis.
The submission of a company’s income tax form is a compulsory requirement by HK’s Inland Revenue Authorities and if the audited accounts together with the tax form are not submitted on time, the company is obligated to pay penalties and may receive a court summons.
Fees for the accounting department:
|1. BookKeeping (fixed fee for all companies)||
|2. BookKeeping dormant companies||
|3. BookKeeping active companies||Determined by: number of transactions, amount of sales turnover and time spent|
|4. Audit dormant and/or active companies||Determined by: number of transactions, amount of sales turnover and time spent|
Documents needed from clients for bookkeeping:
Applicable for all jurisdictions for newly incorporated companies:
- A detailed description of the company’s activities.
- Bank statements for the financial year for all accounts that are under the company’s name.
- Any sales invoices issued from the company during the financial year.
- Any invoices received from the suppliers of the company during the financial year.
- Any expense receipts issued under the company’s name.
- Any agreements and contracts signed by the company during the financial year.
Documents needed from companies that were transferred from another agent:
Hong Kong jurisdiction:
- All documents that are mentioned above in part A.
- A set of the submitted financial statement of the previous financial year that were submitted to Hong Kong’s Company House.
- A copy of the submitted Inland Revenue notification: tax form.
Gibraltar companies now have to disclose full Beneficial Ownership details to Central Register
Gibraltar is working to implement all EU legislation relating to the 4th Anti Money Laundering Directive into national law, in addition to the current EU legislation on financial supervision and direct taxation, and to this affect, the Government of Gibraltar have established a Central Register of Beneficial Ownership that will be effective from June 26th 2017.
European Commission publishes tax avoidance disclosure directive
The EC (European Commission) has published its draft legislation compelling financial service providers or intermediaries to disclose any international tax planning schemes they have encouraged, enabled or assisted in any way.
OECD publishes compliance review for all non-compliant jurisdictions
The OECDs global tax transparency initiative was launched last year in April 2016, with the purpose of encouraging every jurisdiction across the world to commit to implementation of a CRS (Common Reporting Standard) for automatic exchange of information by 2018, and to sign the Multilateral Convention on the exchanging of tax data. A forum on behalf of the OECD has released the results of its review for jurisdictions it considers to be non-compliant.
EU Parliament Committee release findings & recommendations for current offshore taxation measures
A formal enquiry into the Panamanian law firm Mossack Fonseca has been launched by the European Parliament's Committee, which found gaps in beneficial ownership transparency for trusts and fiduciaries and didn’t meet the EU standard.
2017 G20 summit: Enforcement of taxation highest priority
The 2017 G20 leaders’ summit took place in Hamburg last week where the European Commission Council and leaders discussed the priorities and primary projects for the upcoming summit. EC President Jean-Claude Juncker has stated that advancing the global combat against tax evasion is top of the list.
The EC takes action against advocates promoting tax avoidance schemes
The European Commission has recommended the implementation of a new regulation regarding companies or intermediaries who promote or design cross-border tax planning schemes will going forward be required to provide full disclosure to the tax authorities of their relevant jurisdiction within five days of offering them to clients.
What are the new Beneficial Ownership reporting requirements for BVI companies?
Going forward, a new regulation will require certain British Virgin Islands companies to gather and retain details of Beneficial Owners with 25% or more of the company’s shareholding rights, with an ongoing requirement to keep the details up to date.
Russian citizens can gain Cyprus tax residency by staying only 60 days on island, whats the catch?
Cyprus is once again working to improve its economic desirability and will be able to increase its alternative business base for Russians with good creditworthiness.