HONG KONG COMPANY FORMATION

 

Incorporation of Hong Kong Company

(Incorporation of a Hong Kong Private Limited Company)

 

1. Required documents for incorporation
    (personal director / shareholder)

 

1) Address proof^ of the director(s) / shareholder(s)

2) Passport copy of the director(s) / shareholder(s)

3) HK Company Formation Application Form
    (must be filled by the director)

 

^ Address proof: bank statement, utility bill, tax bill shown the address

^ Original Address proof must be presented to the bank

 

 

2. Required documents for incorporation
    (Corporate director/shareholder)

 

** At least 1 natural person must be registered as the director

 

1) Certificate of Incorporation of the holding company

2) Business Registration of the holding company

3) Memorandum of Association of the holding company

4) Official Documents certified by the local CPA/Lawyer showing all directors, shareholders, number of issued shares, the value of the issued shares and shares which the shareholders are currently holding.

5) Annual Return (if available)

6) Official Documents certified by the local CPA/Lawyer showing that the holding company exists (e.g. Certificate of Incumbency, Certificate of Good Standing)

7) Search Report of the holding company (if available)

 

 

3. Notes for the address proof

 

1) The name shown on the address proof must be the same as the name shown on the passport

2) Address proof can be a letter, debit/credit note, notice or statement issued by the local government, bank or public utility provider.

3) The issuing date of the address proof must be within three months.

4) If the address proof is written in other than English or Traditional Chinese, it must be translated in either English or Traditional Chinese and notarized. 

 

 

4. Procedures for the incorporation

 

1) Submitting the address proof and passport copy

2) Settling payment for the incorporation and arrange of the bank account opening(HKD7,600) 

3) We prepare all necessary documents for the incorporation and send to the director/shareholder to sign

4) The director/shareholder sign on the documents and send them to our HK office

5) Once we receive the documents, we submit them to the government office

6) After 5 working days, the incorporation will be completed

7) You can arrange for a meeting with a bank for opening an account

8) If the bank accepts the opening an account, you can start your business with the bank account

9) All procedures are completed

 

** If the incorporation is urgent, you can proceed with the expressway.

(Incorporation within 1 day through e-registration with an additional charge of HK$1,000 if the director is in Hong Kong, otherwise HK$1,800 will be charged for the express incorporation)
 

 

5. Our services

 

1) Incorporation and 1st year's management

- Basic Fee: HK$7,600 (HK$1,000~1,800 for express incorporation if requested)

- Service Includes:


1. Certificate of Incorporation
2. Business Registration
3. Memorandum of Association booklet 10 pcs
4. Certificate of Shares booklet 1 piece
5. Statutory Book 1 piece
6. Common Seal 1 piece
7. Company Chop (normal round type / rectangle for signature) 2 pcs
8. Company Secretary registration for the first year
9. Providing HK address and mailing service (scanning incoming mails and email)
10. Handling Employees' Return (+ HKD200 postal charge; up to 2 employees without further charge)
11. Handling mandatory Survey of Company Information 
12. Handling Significant Controllers Register
13. Handling Register of Members/Directors/Secretary
14. Brief business advice for the first year
15. Arrangement of opening one bank account(including assisting at the meeting)
16. Answering telephone and fax services
   
- Renewal Fee (must be renewed every year): HK$6,300 + Business Registration Fee(HK$250 ~ 2450)
                                                                                                                                            * total HK$6550 ~ HK$8,750

- Accounting and Taxation: Quotation upon actual business figures

- Fee Example:

   == For Incorporation ==
   HK$ 7,600 (for incorporation)
   HK$10,000 (bank initial deposit)  *may vary depends on banks
   HK$  1,000 (for company search fee from the bank)  *may vary depends on banks
--------------------------------
   HK$18,600 (amount to be reserved for incorporation )
* HK$ 8,600 (Actual fees that you pay)
 
== For Renewal ==
  HK$ 6,300 (for renewal)
  HK$ 2,250 (Current Business Registration Fee)  
*may vary depends on the annual financial budget by the tax department
  HK$ 4,000 (Expected accounting Fee)  *may vary depends on transactions and sales amount
  HK$ 7,000 (Expected Auditing and Taxation Fee)   *may vary depends on transactions and risk assessment
---------------------------------
  HK$19,550 (Expected Annual Renewal, Accounting and Taxation Fee)

* Accounting, Auditing and Taxation Fee may vary depends on Sales amount and annual business transactions

 

 

6. Must be noted before incorporation

 

1) Enough documents for business proof must be well prepared and submitted to the bank otherwise the banker may decline your account opening

2) The director must speak good communication level of English or Chinese in order to communicate with the banker

3) All services may anytime be suspended or blocked if we or the banker find that your business is involved any illegal activity^.

^ Illegal Activities: Money Laundering(including Layering, Integration and Placement), fraud, scam, online casino, illegal investment and its collections, pyramid scam, illegal data sharing or downloading website, and etc.

4) The bank may anytime suspend, block, limit, close your account or require supporting documents if you have money transactions with countries which Hong Kong does not allow or may concern sensitive. (e.g. North Korea or sanctioned countries)

 

 

7. Corporate account opening guide - Hong Kong Company

 

Opening Hong Kong corporate account has been strengthened since 2014, so you should well prepare documents to prove your business details before attending the meeting with a bank. Please refer to the guide below.

 

Preparing for opening corporate account:

 

1. Reason and Purpose of your Hong Kong company
2. Detailed information on products and services related to Hong Kong company (product brochures, catalogs, samples, etc.)
3. Legal documents of your existing company in your country (business registration and latest bank statement in English)
4. If you have existing trade transactions, please prepare relevant documents such as invoices, packing lists, contracts, customs documents, etc.)
5. If the mainstream product or service requires a license, bring the original copy of the license
6. If you have any other documents that can support the basis of your business, please bring as much as possible

 

The industry that needs to be careful about opening a corporate account:

 

Industries that handle expensive goods such as oil, petroleum, natural gas, energy, resources, finance, specialized investment, raw materials, precious metals, and other industries that cannot be clearly proven

 

** If you are in any of the above categories, you must proceed after consulting in advance.

** You must be able to communicate in English or Chinese during meetings with bank managers. If the representative of your company cannot communicate well with the bank manager, the account opening may be rejected.

** It is difficult to open a corporate account if you don't have enough documents to prove your business.


Instructions and references for opening a corporate account


Since 2014, the banking rules for opening corporate (or personal) accounts in Hong Kong have been greatly strengthened.

Currently, HSBC is difficult to open, and other banks must take time to schedule the meetings after reviewing(figuring whether you are worth to meet or not) your KYC(Know Your Customer) documents.

Therefore, it is recommended that you submit the KYC documents at least 2~4 weeks before you visit Hong Kong to meet the bank manager.

 

 

The business proposal required by the bank is as follows.

 

1. Documents to prove the contents of the project: Documents such as licenses, contracts, and MOUs that can prove the contents of the future business in Hong Kong and your existing business in your country.

2. If your Hong Kong company is incorporated for a new business without enough business proof and a local partner(HK ID holder), it may be difficult to open a bank account.

3. If you want to be a representative of a Hong Kong company, you need to show your existing business registration certificate in your country. 

4. You need a description of why you are establishing a Hong Kong company and you need relevant supporting documents. For example, if you want to acquire brokerage commissions in transactions occurring in Korea and China after incorporation of a Hong Kong company for overseas brokerage, the information of Korean and Chinese companies in the brokerage business may also be required. If you have a proposal or existing transactions, you should also submit documents (B/L, Commercial Invoice, etc.) that can prove the transactions.

5. Additionally, submit the business plan which contains the detailed information of your business and the company documents such as a certificate of incorporation, business registration certificate, NNC1, annual return, etc.).


It is difficult to open a corporate account in Hong Kong

 

1) If you do not have a related license despite being in a licensed industry:
Broker-dealers, mutual / hedge funds, trusts, securities trading, futures trading, foreign exchange dealers, insurance companies or brokers, banks,
2) Cybercash(money), online points for cash conversion, alternative payment and deposit system (banking regulation)
3) the issuance and operation of unauthorized public offering / private equity funds, stock trading disguised as foreign funds, and network marketing (pyramid scam)
4) A business that sells or trades unauthorized adult materials, goods, and counterfeit documents or identification cards
5) Charity organization such as a religious organization or a charity NGO funded by donations without the government ACI permission
6) Nationality and residence of shareholders/directors/customers belong to countries with high risk (such as FATF and OFAC prohibited countries)

 

** According to the KYC (Know Your Customer) Principle in Hong Kong, all financial institutions must have good knowledge and understanding of their customers before they start a business with the customers.
This is a strengthened regulation to prevent money laundering of international crimes (terrorism, drugs, war, weapons, etc.) which are recently being issued.

 

If your business is involved handling of financial products, transactions of high-value goods (gold, diamond, etc.), energy resources trading or other businesses that are classified as risky businesses, the bank will require detailed business documents and review in-depth in order to open an account. (In this case, account opening is not easy)

 

** In spite of being a legitimate business, if you are having difficulty in opening a corporate account due to the nature of the business, it is advisable to proceed after consultation regarding KYC, due diligence and compliance regulations.

 

** If your business nature is distorted(the business nature was declared when opening a corporate account but the characteristics of the financial transactions are not relevant to the business nature), your company account may be closed, and examples are as below. 
 

1. Although your business nature is involved in high-risk transactions such as finance, investment, exchange transactions, FX and futures margin transactions, and gambling site remittance, you declared your business as a trading business when opening a corporate account

 

2. Incorporate your company as a trading company, but send or receive funds on behalf of acquaintances or do illegal transactions

 

3. Lend your securities or investment account to other people.

 

** Hong Kong takes financial distortions seriously, and you may be subject to additional investigations if such conduct is involved in money laundering, illegal exchange transactions, or any violation of financial laws and regulations.

 

** For residents of Korea and the United States, an offshore company's bank account opening may be refused or restricted.

 

** Bank account will not be opened for restricted or prohibited countries' passport holders

 

Restricted countries by OFAC:

Balkans, Belarus, Myanmar, Ivory Coast, Cuba, Congo, Liberia, Iran, Iraq, Lebanon, Libya, North Korea, Russia, Somalia, Sudan, South Sudan, Ukraine, Yemen, Venezuela, Zimbabwe

 

** Web page link for Hong Kong Monetary Authority's PREVENTION OF MONEY LAUNDERING

http://www.hkma.gov.hk/eng/key-information/guidelines-and-circulars/guidelines/20001222.shtml

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