Company administration guidelines

Share capital:

  • 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.

Directors:

  • 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.

Local requirements:

  • 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.

Confidentiality:

  • Nominees are permitted in order to achieve a high level of confidentiality.

Timescale:

The timescale for the incorporation of a Hong Kong Limited Liability Company is approximately 5 working days.

Secretary:

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:

 

USD

1. BookKeeping (fixed fee for all companies)

$330.00

2. BookKeeping dormant companies

$460.00

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:

Part A

Applicable for all jurisdictions for newly incorporated companies:

  1. A detailed description of the company’s activities.
  2. Bank statements for the financial year for all accounts that are under the company’s name.
  3. Any sales invoices issued from the company during the financial year.
  4. Any invoices received from the suppliers of the company during the financial year.
  5. Any expense receipts issued under the company’s name.
  6. Any agreements and contracts signed by the company during the financial year.

Part B

Documents needed from companies that were transferred from another agent:

Hong Kong jurisdiction:

  1. All documents that are mentioned above in part A.
  2. A set of the submitted financial statement of the previous financial year that were submitted to Hong Kong’s Company House.
  3. A copy of the submitted Inland Revenue notification: tax form.

 

Take the next step, we are here to help.

Register a Hong Kong company.
Open a Hong Kong bank account.

  Resources:

 

Protection of Nominee Directors from IRD claims for Cyprus client companies

Legislation re Cyprus Tax Residency:

 

Cyprus Company Law: Responsibility of Directors for the non-payment of taxes

A Company Director, in a company incorporated under the laws of the Republic of Cyprus, may be found liable by the Inland Revenue or Customs & Excise with regarding tax related issues. As per the legislation, the Inland Revenue or Customs & Excise may personally prosecute the Company Directors who are involved in any taxation offence(s) or related financial matters.

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