Statutory Requirements

Share Capital There is no minimum or maximum authorized capital.  However, no subscriber of the Memorandum of Association may take less than one hong kong limited share.  The authorized capital of our shelf company is HK$10,000.  If a larger authorized capital is required, there will be additional capital fee of 0.1% on every or part of HK$1,000, subject to a cap of HK$30,000.

Directors Following the hong kong limited implementation of the Companies  (Amendment) Ordinance 2003, the new law permits a private company hong kong limited to have only one director who need not be local resident.  Corporate directors are allowed for companies that are not subsidiaries of public listed companies.

Shareholders The new law also permits a Hong Kong company hong kong limited to have only one shareholder.  Corporate shareholders are allowed and anonymity can be achieved by the use of nominee shareholders hong kong limited.

Secretary and Registered Office Every Hong Kong limited company must have a local resident secretary and a registered office in Hong Kong substantiated by a Business Registration Certificate.  The business registration fee, currently HK$2,600, is payable within one month of the date of incorporation and then due annually on the anniversary date of incorporation.  GCSL can provide these services and the role of secretary includes annual compliance work such as holding of annual general meeting and filing of annual return for the company.

Auditor and Accounts Every Hong Kong limited company, except for dormant cases defined as having no accounting transactions in the accounting period, must produce annual audited accounts and appoint an auditor, who must be a member of the Hong Kong Society of Accountants and hold a practicing certificate. The company must keep proper accounting records, which may be kept in Hong Kong or elsewhere at the discretion of the directors.

Stock Exhange

In 30 percent of the companies surveyed, family members hold 50 percent or more of the executive director positions. Regulatory Framework The current framework of corporate governance in Hong Kong limited, China includes both statutory and nonstatutory requirements. Statutory requirements consist of the Companies Ordinance, Securities Ordinance, Securities Ordinance, and Takeover Codes. Nonstatutory requirements are those specified under the Listing Rules covering the number of independent non-executive directors, disclosures of connected transactions, and disclosures of the different components of directors remuneration.

The Stock Exchange of Hong Kong Limited is the primary frontline regulatory organization responsible for the day-to-day supervision and regulation of listed companies, their directors and controlling shareholders, and market users generally in respect of all listing related matters in Hong Kong limited. It performs a self-regulatory functions, overseeing the conduct of its members, and operates a stock market providing a wide variety of products ranging from ordinary shares to options, warrants, unit trusts, and debt securities.

The Securities and Futures Commission exercises prudential supervision over the securities, futures, and financial investment industries. All rules made by the two exchanges SEHK and Hong Kong limited futures Exchange and the clearing houses are subject to SFC approval. SFC administers statutory requirements to ensure full disclosure and fair treatment of the investing public. It regularly monitors trading in the securities and futures markets to detect possible malpractices. It also conducts periodic inspection visits of registered persons and makes inquiries in response to public complaints about misconduct by intermediaries and market malpractice Hong Kong stock exchange.

Hong Kong International

This added predictability to the Hong Kong international tax regime. Finance Company Taking the advantage of the first class banking industry and infra-structure of Hong Kong international, Hong Kong limitied Company is frequently used as regional financial company facilitating transactions in trade financing, fund raising, leasing and intra-group loans. Enhancement of Corporate Image Hong Kong limited international is a well-developed commercial and financial centre. Using Hong Kong Company as regional holding company can create a better corporate image, improving the confidence of your customers and investors towards your group. Modern Companies Law Regime Companies laws in Hong Kong has adopted the most advance features, follow closely the development in United Kingdom and international.  Pending legislation regarding minority shareholders protection and class action will become effective in 2005.

The Advantages of Using Hong Kong international Holding Company in Capital Raising From the viewpoint of investors, the risk in investing in a Hong Kong Company is relatively low. This is because The political risk factor of Hong Kong is low Hong Kong international has a high market transparency. The structuring of shares and investors relationship in a Hong Kong is highly flexible. The liquidity of shares of listed company is high. Traditional and strategic investors can acquire, dispose and adjust their portfolio in a swift way. Therefore, they are prepared to accept a lower rate of return, thus reducing the cost of capital for the company.

Typical of the tight control of the owner groups over the listed companies is the majority shareholder also serving as the chief executive officer (CEO) of the company. The board of directors is also dominated by family members. The HKSA report shows that in 9 percent of the companies, at least half of the directors are family members. Among the companies in which more than 50 percent of issued capital is controlled by a single shareholder or family group, 73 percent have boards where 50 percent or more of the directors are family members.

Miscellaneous Tax Info

The Advantages of Using Hong Kong Limited Company in Corporate Development Hong Kong is a unique and sensible choice for those international groups wishing to establish a regional base in Asia, taking advantage of its financial infrastructure and strategic locationbeing in the heart of Asia and doorstep of China. The advantages of using Hong Kong limited as a jurisdiction for holding companies are as follows Taxation System Hong Kong Limited adopts one of the most pro-commerce tax systems in the world. Corporations are required to pay only 17.5%1 profits tax on their profits.

There is no restriction on the loss being carried forward. There is no value added tax, capital gains tax or sales tax. In addition, there is no withholding tax on dividend and interest. Hong Kong adopts a taxation system based on the territorial principle. Only profits which arise in or derived from Hong Kong limited are subject to tax in Hong Kong. Income from outside Hong Kong is not subject to any form of taxation.

There is no restriction from capital inflow into or outflow from Hong Kong Limited. Except for the double taxation arrangement signed with China, and a double taxation agreement with Belgium and Thailand, there is no other double taxation agreement signed3. Hence the concepts of resident and domicile, although not alien, are only applicable and considered in very limited circumstances4. Dividends from overseas subsidiaries are not taxed in Hong Kong since they are not sourced in Hong Kong limited.

Company Formation

Using Hong Kong Limited Corporate Structures in International Tax Planning holding Companies Introduction Choosing the location of holding company or regional holding company can be a daunting decision for many international structures. The minimization of tax, cost and risk are the main concerns. Hong Kong Limited with the robust economy of China, coupled with the accession of China and Taiwan into WTO, much interest has been seen in investing in the Greater China or even the Asia Markets.

Some Hong Kong Limited investors may prefer to set up appropriate holding structures within Asia. Criteria for Choosing a Suitable Jurisdiction for Holding Companies Low Cost and Risk Considering cost and risk, a favorable jurisdiction for setting up holding companies should have the following characteristics: There is no minimum capital requirements. Except in case of public companies, there is no requirement to file accounts with the company house, thus avoiding financial information being available to the public

Ease of setting up, relocation and dissolution when the company is no longer needed; when forming Hong Kong Limited to possess some forms of investor protection agreements with major trading nations. Favorable Tax Rates Considering tax, there should be. No tax on the income earned by its foreign subsidiaries, or the income of the holding company is exempted from any form of taxes.

Furthermore, withholding tax on distribution and non-resident shareholders can receive dividends without tax No or low Capital Gains tax on disposal of interest in the subsidiaries. Possess a wide network of Double Taxation Treaties to reduce the tax on dividends, interest and royalty received from treaty countries. Hong Kong Limited Other Factors Other factors include: Stable government and definite government policies. Free flow of capital and a stable currency. Image of an international financial centre. Ease of listing and raising of capital. Not all jurisdictions provide all of the above features. Those which come close to the list are, in Europe: United Kingdom, Portugal, Netherlands, Demarks, Luxembourg, Belgium, Cyprus; in Asia: Singapore and most notably Hong Kong Limited.

Coming to HK

Welcome to Hong Kong Limited!  Below are some of the basic facts about the dynamic and vibrant Hong Kong Limited Special Administrative Region that is your new home. The HKSAR came into being in mid-997 when sovereignty of the territory was returned to the People’s Republic of China, and comprises three main areas, Hong Kong Island, urban Kowloon and the New Territories with its many modern New Towns.

Apart for detecting smuggling, the Customs officers may also conduct a personal search on you.  A personal search is the search of persons or personal belongings, the extent of which varies from emptying pockets without taking off any clothing to viewing of external part of body cavity. Hong Kong limited says When a Customs officer selects you for a personal search, it doesn’t mean that you are accused of committing a crime.  Be patient and follow the instruction of the Customs officers who have the knowledge and experience in detecting drug smugglers in action.  Hong Kong limited during the search, you have the right to request an interpreter and consular assistance Hong Kong limited.  You may also request a third party to witness the search.  If you are not satisfied with the services of the Customs officers, you may complain to their supervisors.

You must get a Hong Kong limited Identity (ID) card within 30 days of your arrival in Hong Kong.  Your first ID card is free. To get your ID card, apply at the Registration of Persons Office of the Immigration Department as listed below.  Remember to take along your passport or other travel documents Hong Kong limited.

Ideas About Hong Kong Limited

The mainland and Hong Kong limited agreed to further liberalise the mainland market for Hong Kong companies under the third phase of the Mainland and Hong Kong Closer Economic Partnership Arrangement (CEPA III). Along with other products of Hong Kong origin, the mainland agreed to give all products of Hong Kong limited company origin, including clothing items, tariff-free treatment starting from 1 January 2006.

Previously according to the stipulated procedures, products which have no existing CEPA rules of origin, will enjoy tariff-free treatment upon applications by local manufacturers and upon the CEPA rule of origins being agreed and met. But non-Hong Kong limited company made clothing products will remain subject to tariff rates of 10-25% when entering the mainland. The promulgated rules of origin for clothing items to benefit from CEPA’s tariff preference are basically similar to the existing rules governing Hong Kong limted exports of these products. Generally speaking, the principal manufacturing process of cut-and-sewn garment is sewing of parts into garments.

Hong Kong limited company and Hong Kong services if linking and/or stitching is/are required, such process/processes must also be done in Hong Kong. For piece-knitted garment, if it is manufactured from yarn, the principal process is knitting of yarn into knit-to-shape panel. If the piece-knitted garment is manufactured from knit-to-shape-panels, the principal process is linking of knit-to-shape panels into garment. If stitching is required, it must also be done in Hong Kong limited.

Company Registration and Insolvency Administration

The The Hong Kong Limited Companies Registry is responsible for administering and enforcing the provisions of the Companies Ordinance and related legislation. Its primary functions include the registration of local and non-Hong Kong Limted companies (i.e. companies incorporated outside Hong Kong which have established a place of business in Hong Kong); the registration of statutory returns and documents required by the various ordinances administered by the Registry; the provision of services and facilities for members of the public to inspect and obtain company information held on the various statutory registers; the deregistration of defunct, solvent private companies; and advising the Government on policy, regulatory and legislative issues regarding company law and related legislation, corporate governance and other matters affecting the commercial sector. As at December 31, 2009, there were 772 253 local companies on the register comprising 9 991 public and 762 262 private companies.

The time required for the registration of a new local company is four working days. As at December 31, 2009, 7 912 non-Hong Kong limited companies from 81 countries were registered. The time required for the registration of a non-Hong Kong company is 14 working days. In 2009, 1 695 167 documents were received for filing, of which the most common were annual returns and forms notifying changes of the address of registered office, directors and secretary of a company. On average, it takes six working days to register a document. capital, particulars of current director(s) and reserve director (if any), particulars of secretary, particulars of receiver and manager and liquidators (if any), and a charges indicator.

Trading Fund Status: The Registry is a government department which operates on a trading fund basis; meaning that it is required to fund all its expenditure out of the revenue received. The Registrar of Companies is the General Manager of the Hong Kong limited Companies Registry Trading Fund. She is accountable to the Permanent Secretary for Financial Services and the Treasury (Financial Services) for managing and operating the Registry’s business and achieving its performance targets and financial objectives. The trading fund’s annual report and the Director of Audit’s report on the accounts are tabled in the Legislative Council each year.

Enhancement of Services and Future Development: Presently the Registry is implementing an Integrated Companies Registry Information System (ICRIS) in two phases to fully computerise its core business activities and enable electronic delivery of services. Electronic search services developed under Phase I were launched on February 28, 2005. Phase II, which includes the provision of electronic services for company incorporation and document registration and one-stop service for Hong Kong limited companys.

Company Formation and Other

Members of the public can conduct searches on the current data of registered Hong Kong limited companies and digitised images of all registered documents at the Registry’s Cyber Search Centre (www.icris.cr.gov.hk), or at the Registry’s Public Search Centre on the 13th floor of the Queensway Government Offices, 66 Queensway, Hong Kong Business. Searches on five computerised indices can be conducted in either English or Chinese: The company names index helps one with the incorporation of new companies or changing company names; the document index is a record of all documents filed by companies with the Registry.

The directors’ index provides a list of all the directorships held by the directors and reserve directors of registered Hong Kong limited companies; the register of disqualification orders provides a record of all persons disqualified by the court to act as company directors or other office bearers, and the register of charges provides a list of the registered charges of a company and basic information on each charge. Information available on the Registry’s comprehensive computerised database includes basic company information such as the incorporation date and whether it is live or subject to winding up procedures together with additional information such as registered office address (for local companies), address of principal place of business in Hong Kong limited and particulars of authorized implemented in 2010-11.

Hong Kong limited Company Law and Corporate Governance Reforms: The Registry provides the secretariat to the Standing Committee on Company Law Reform (SCCLR). The principal function of the SCCLR is to review the Companies Ordinance regularly to ensure that the legislative framework meets the changing needs of the business community. During 2009, the SCCLR met five times and considered six other papers relating to a wide range of proposals to amend the Companies Ordinance by way of circulation for Hong Kong business. Full details of the SCCLR’s work for the year 2008-09 can be found in the SCCLR’s 25th Annual Report issued in November 2009.