Hong Kong Company Incorporation Procedures - Step by Step Guide to Purchase a Readymade Company from Kaizen
1. How to Purchase a Readymade Company in Hong Kong
When you engage Kaizen to incorporate a Hong Kong company for you, please follow the procedures described below. The following procedures applies to situations where clients purchase a readymade (off shelf) company from 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 on order of preference and confirm 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 Association 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 Association 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 Services 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:After Kaizen receives the documents and information listed in Step 3,Kaizen then prepares the following documents re change of company structure of the ready made company:
(1) Notice of Change of Company Secretary and Director (Form ND2A)
(2) Notice of Change of Address of Registered Office (Form NR1)
(3) Letter of appointment of first directors
(4) Minutes of Directors?Meeting
(5) Instrument of Transfer and Bought and Sole Note
Step 5:
Kaizen then arranges to have the documents listed in Step 4 signed by the directors and 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 documents to you for your signing. The documents must then be returned to Kaizen for filing.
Step 6:
After the incorporation documents are duly signed, Kaizen then file the following documents with the Hong Kong Companies Registry :-
(1) Notice of Change of Company Secretary and Director (Form ND2A)
(2) Notice of Change of Address of Registered Office (Form NR1)
(3) Notification of Situation of Registered Address
Step 7:
At the same time when working for Step 6, Kaizen also arrange to have the instrument of transfer and Bought and Sole Note stamped by the Stamp Duty Office with the payment of stamp duty.
Step 8:
Then, Kaizen or the Company submits the form for Change of Business Address to Inland Revenue Department to apply for the updated Business Registration Certificate with. The Business Registration Certificateis normally issued in one hour after submission of application form.
Step 10:
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 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 Instrument of Transfer and Bought and Sold Note which evidenced the transfer of subscriber’s share to you. |
2. Hong Kong Company Registration Costs
Our registration fees for Purchase a Readymade Company are USD1,384 which covers all basic formalities for the first year (from date of incorporation to next anniversary date). A breakdown of our incorporation fees are provided in the table below:
| Item |
Description |
Amount (USD) |
| 1 |
Payment of incorporation official filing fee (to the Hong Kong Government) |
220 |
| 2 |
Payment of first year business registration fee (to the Hong Kong Government) |
290 |
| 3 |
One complete company kit |
84 |
| 4 |
Provision of first year Company Secretary |
360 |
| 5 |
Provision of first year Registered Office |
230 |
| 6 |
Purchase a Readymade Company fee |
200 |
| |
TOTAL: |
1,384 |
Note: the incorporation fee stated above does not cover courier charge for delivering incorporation and company kit to you.
3. Annual Maintenance Costs
After a company is officially registered in Hong Kong, it will have certain compliance requirements. These compliance requirements could be divided into two categories, one with fixed fees and another with variable fees, as listed in the table below. The total amount represents the minimum costs to maintain a trading company (with a turnover of less than USD650,000) in good standing in Hong Kong.
| Item |
Description |
Amount (USD) |
| |
Compliance Requirements with Fixed Fees |
|
| 1 |
Business Registration Certificate renewal fee |
290 |
| 2 |
Annual Return statutory filing fee |
15 |
| 3 |
Provision of Company Secretary |
360 |
| 4 |
Provision of Registered Office |
230 |
| 5 |
Annual General Meeting |
130 |
|
Subtotal: |
1,025 |
| |
Compliance Requirements with Variable Fees |
|
| 6 |
Updating books of accounts (assuming a monthly fee of HKD800 is to be charged) |
1,230 |
| 7 |
Financial statements statutory audit (assuming trading company with a turnover of less than HKD5,000,000) |
1,025 |
| 8 |
Tax computation and filing of profits tax return |
205 |
| 9 |
Filing of Employer’s Return (per employee) |
85 |
Note:
1. The annual retainer for provision of Company Secretary covers the following services:
(1) Provision of one Corporate Company Secretary (Kaizen Secretaries Limited acts as Company Secretary);
(2) Preparation and filing of Annual Return;
(3) Filing of notice of change of registered office and business address; preparation of minutes;
(4) Filing of notice of change of directors and secretary.
2. The annual cost for provision of Registered Office covers the following services:
(1) Provision of one street address as Registered Office of your Hong Kong company;
(2) Forward government mails to any location specified by clients. Please note handling fee of USD3 plus actual postage will be charged for each batch of mails forwarded.
(3) Please note the Registered Office is not to be used for business purpose unless otherwise agreed by Kaizen.
3. The annual maintenance/compliance fees are expected in the second year and thereafter and the variable fees are for general reference only and represents the minimum you should budget for the purpose of maintaining a Hong Kong company in good standing.
For further information or assistance, please call us:
Hong Kong Office: +852 2341 1444
Singapore Office: +65 6883 1061
Shenzhen Office: +86 755 8268 4480
Shanghai Office: +86 21 6439 4114
Beijing Office: +86 10 6210 1890
or send email to enquiries@bycpa.com.
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