establishing an entity

ESTABLISHING AN ENTITY

introduction

In Hong Kong, company may be formed either by guarantee or limited by shares or unlimited. A company limited by shares can be public or private. A subsidiary company is usually limited by shares. There are also various stages involved in the registration of a company in Hong Kong.

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STAGE 1 – NAME & TYPE OF A COMPANY

A company name that may infringe the intellectul property rights (“IPR“) of any third party is not allowed to be adopted. Any kind of infringement of the IPR of other party may invite criminal or civil sanctions in Hong Kong or other jurisdictions. This can be confirmed by conducting a search in the Trademark Register maintained by the Intellectual Property Department.

 

Type of companies:

 

  • Company limited by shares – Members’ liability is limited by the articles of association to the amount due on the shares held by them.
  • Company limited by guarantee – Members’ liability is not limited by the articles of association to the amount that the members undertake respectively to contribute to the assets of the company in the occurrence of its winding up. Non-profit-making organizations are mostly registered under this category.

 

Choose a distinctive name for the company which should not be the same as the name appearing in the index of company names preserved by the Registrar of Companies.

STAGE 2 – SUBMITTING AN APPLICATION

An application for incorporation must be submitted with the following documents and prescribed fees. This procedure can be done either electronically through “e-Registry” or “CR e-Filing” or manually in hard copy.

  • Incorporation Form – Form NNC1 (for a company limited by shares) and Form NNC1G (for a company not limited by shares);
  • A copy of the company’s Articles of Association; and
  • Notice to Business Registration Office (“IRBR1“).
low angle photography of building

STAGE 3 – COLLECTING CERTIFICATES

If the application for incorporation is permitted, applicant can download or can take manually the Certificate of Incorporation and Certificate of Business Registration. These certificates will be delivered in an electronic form or in a hard copy, depending on the mode of issue of the applications. Certificates issued in both the modes, either electronic form or hard copy form, have the same legal effect.

 

Application in Electronic Form

For private companies limited by shares, electronic certificates will normally be delivered within a time of 1 hour. A registered user who delivers the application will obtain an email notification for downloading the issued certificates on the message box and on the registered email address.

 

Application in Hard Copy Form

Usually, certificates in hard copy form are issued within time frame of 4 working days, for companies limited by shares. When the certificates are ready to collect, the applicant will be notified by fax. The certificates have to be collected in person at the Registry along with the presentation of the Notification of Collection of Certificates and the identification documents. In case, where the presenter sends a representative to collect the certificates, the representative must have to produce a written authorization from the presenter and the identification document specified in the written authorization.

STAGE 4 – ACQUIRING AUTHORIZATIONS OR LICENSES ​

Licenses or permits are mandatory in Hong Kong, for event-related activities, employment agency, travel agency, retail shop, education and restaurant, if the business is carried out in Hong Kong. The subsequent step in setting up a new business in Hong Kong is to attain necessary permits and licenses, the precise business entity may need, irrespective of where you conduct the business. Depending upon the nature of your services and products, there are numerous types of permits and licenses that might be required for your business.

 

The Hong Kong Government is committed to support SMEs and startups to realize their vision and take their business to the next level, providing an appealing tax environment for foreign investors. Given that its outstanding financial infrastructure and promising investment climate, there are many incentives to encourage business investments.

 

Hong Kong has lower tax rates than most of the countries in Asia, there is no tax on: –

  • Gains arising from the sale of capital assets;
  • Profits arising or derived from outside of Hong Kong;
  • Dividends under statute or revenue authority practice; and
  • Estate duty or inheritance tax or death duties.

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