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COMPANY INCORPORATION FREQUENTLY ASKED QUESTIONS



Q1. What are the minimum requirements for setting up a Hong Kong private company? Can I form a company with just one person?


Q2. Does any officer of a Hong Kong company need to be resident or ordinarily resided in Hong Kong?


Q3. If I want to incorporate a company with a specific name, should I use a shelf company and change the name or should I ask to incorporate a company with the specific name?


Q4. I do not want my details as shareholder and director to appear on the public record. What can I do?


Q5. Do I need to open a bank account for my Hong Kong company?


Q6. Can PENA LIMITED arrange to open a bank account for my Hong Kong incorporated company?


Q7. Can I open overseas bank account for my Hong Kong incorporated company?


Q8. Do I need to appoint an auditor for my company before I can start to do business?


Q9. What licences does a company need before it can conduct business in Hong Kong?


Q10. What are the continuing compliance requirements of a Hong Kong company?


Q11. What if I fail to meet the continuing compliance requirements of a Hong Kong company?


Q12. What are the rules for company names?


Q13. What do I receive when all incorporation is complete?


Q1. What are the minimum requirements for setting up a Hong Kong private company?


Anybody can form a Hong Kong company. However, a Hong Kong company must have at least one director (individual), one shareholder (individual or corporate), one secretary, and a registered office address in Hong Kong (post office box is not allowed). PENA LIMITED will provide a registered office address and secretarial services so that you can serve as the director of the company. PENA LIMITED can also provide individual Nominee Director and individual Nominee Shareholder if needed to protect your privacy.

There is no prescribed minimum share capital. For practical purposes, this is not usually less than HK$ 10,000 or the equivalent in a foreign currency. There is a capital duty of 0.1% payable on the authorised share capital (subject to a cap of HK$ 30,000).

Yes, the minimum requirement to form a private limited company is one shareholder/director who can be the same person.



Q2. Does any officer of a Hong Kong company need to be resident or ordinarily resided in Hong Kong?


There is no any such requirement on the director and shareholder. However, the company secretary must be either an individual resident in Hong Kong or another Hong Kong limited company and the auditors must be a firm of Hong Kong registered certified public accountants. Please remember that no corporate director is allowed in the case of a private company which is a member of a group of companies of which a listed company is a member.



Q3. If I want to incorporate a company with a specific name, should I use a shelf company and change the name or should I ask to incorporate a company with the specific name?


Either is possible unless you need a company to be in existence immediately. Most prefer to incorporate a brand new company with the specific name. This will take approximately height working days. Similarly, it will take approximately five working days to change the name of an already registered company.


  Hong Kong Private Limited Company incorporation form


  Hong Kong Shelf Ready Made Private Limited Company buying form


  Hong Kong Shelf Ready Made Private Limited Company On Demand buying form



Q4. I do not want my details as shareholder and director to appear on the public record. What can I do?


You can use a nominee shareholder to hold the share(s) on your behalf. PENA LIMITED can provide the service of a nominee corporate shareholder. You can also appoint a nominee director to act on your instructions. PENA LIMITED can provide the service of a nominee corporate director. Ideally, PENA LIMITED suggest that you consider setting up a company in a offshore jurisdiction first (British Virgin Island) and use the offshore company as the shareholder and director of your Hong Kong company.



Q5. Do I need to open a bank account for my Hong Kong company?


No. Hong Kong laws do not require a Hong Kong incorporated company to open bank account and do not impose any restriction as to where it could open bank account or the number of bank accounts it could open.


Hong Kong bank account opening




Q6. Can PENA LIMITED arrange to open a bank account for my Hong Kong incorporated company?


Yes, PENA LIMITED can advice you to set up a corporate account for your Hong Kong company with physical presence in Hong Kong of all Director(s) and Shareholder(s). appointment booking can only be booked 2 weeks in advance once company is incorporated as all banks are now fully booked in advance.


HSBC commercial banking information website



Q7. Can I open overseas bank account for my Hong Kong incorporated company?


Yes you can. Overseas banks usually request to know complete information about you and the company and need those company documents (Certficate of Incorporation; Business Registration Certificate; Certificate of Good Standing; Certificate of Incumbency; Minutes to open account authorizing signatory) be certified by 2 levels (Notarized by lawyer in Hong Kong first; and then and Apostilled by Court in Hong Kong).

This apostille procedure is recognised by most countries as valid document verification.

Your HSBC overseas agency will help you to open your company corporate account in Hong Kong in 3 to 6 weeks.



Q8. Do I need to appoint an auditor for my company before I can start to do business?


No. However, an auditor of the company must be appointed within 18 months of incorporation of the company (i.e. before the first annual general meeting of the company), as audited accounts will have to be presented to the members in the annual general meeting.



Q9. What licences does a company need before it can conduct business in Hong Kong?


Certain types of business may need additional forms of licence other than the Certificate of Incorporation and Business Registration Certificate. Please visit the homepage of Business Licence Information Service for more information.



Q10. What are the continuing compliance requirements of a Hong Kong company?


A Hong Kong company must hold an annual general meeting in every calendar year when, among other things, the audited accounts of the company are adopted. An annual return of the company must also be filed with the Companies Registry every year. A Hong Kong company must also notify the Companies Registry of any special resolution passed (other than that to change the company's name), the creation of a charge over certain assets and any change which may occur in the information contained in the documents already filed.


The changes of a company which require notification include :

  1. Increase of decrease of share capital.
  2. Change in par value of shares.
  3. Change of directors and/or secretary and/or their personal particulars.
  4. Allotment of shares.
  5. Change of company name.
  6. Alteration of the Article of Association.
  7. Resignation of auditors.
  8. Change of registered office.



Q11. What if I fail to meet the continuing compliance requirements of a Hong Kong company?


If a company fails to comply with such requirements, the company and every officer of the company who is in default shall be liable to a fine and/or imprisonment.



Q12. What are the rules for company names?


You cannot use a name that is already in use or in the process of being registered. Company names already in use can be found in the Hong Kong Company Registry Cyber Search Center. If you do notfind your company name in the Registry, it is free to use.

The Company Name Guidelines require that an English company name must end with the word LIMITED. This suffix is LIMITED and not LTD.



Q13. What do I receive when all incorporation is complete?


You will receive a Green Box with official documents from the Hong Kong government in order to open a bank account. It will include the following: Certificate of Incorporation, Business Registration Certificate, Article of Association, NNC1, Certificate of Shares, Statutory book and company chops. You will pick up free your Green Box in our office within 1 month from incorporation date.



Last update 2017/09/10



COMMON FREQUENTLY ASKED QUESTIONS



Q1. Do I need to be present in Hong Kong during the company incorporation process?


Q2. What are the minimum requirements for an appointment booking?


Q3. Can I book an appointment if I am already in Hong Kong?


Q4. I am fluent in English and I want to register my company by myself. Do you offer company parking services?


Q5. Can I subscribe Hong Kong Telephone answering or forwarding services by myself?


Q7. Can I subscribe Hong Kong eFax service by myself?


Q1. Do I need to be present in Hong Kong during the company incorporation process?


You do not need to be physically present at the time of company registration. PENA LIMITED will do it for you so that you will be able to register your company in Hong Kong remotely, legally and painlessly.



Q2. What are the minimum requirements for an appointment booking?


Minimum requirements:

  1. Speak English language.
  2. Contact us be email or phone call at least 3 days before intended appointment date.



Q3. Can I book an appointment if I am already in Hong Kong?


Yes, but we cannot guarantee we can give you an appointment. We do not offer "quick" company incorporation.



Q4. I am fluent in English and I want to register my company by myself. Do you offer company parking services?


Yes, we offer company parking services and you should contact us at least one week before company parking service purchasing. Of course tariffs are different from our common package offers.



Q5. What about payment methods?


Bank wire transfer: bank charges etc. before the fund arrives our bank should be client's expenses and only the net amount received in our bank account in Hong Kong is the one recognised as payment.


Paypal: a "6 %" fee as finance charge (for bank charge and exchange difference) is added to total amount.



Q6. Can I subscribe Hong Kong Telephone answering or forwarding services by myself?


Yes you can. We encourage clients to engage the service by themselves. It is easy and cheap (12 US$-10 EUR/monthly).


Sonetel Hong Kong phone number SIP VOIP.



Q7 Can I subscribe Hong Kong eFax service by myself?


Yes you can. We encourage clients to engage the service by themselves. If client request our work to setup the service, we charge one-off fee of HK$ 1,000. Client should deal with the service provider directly after initial setup (about future payment and future setup changes). If our service is required, please give us contact person name, contact email, and destination email to receive the fax.


Accessyou.



Last update 2017/09/10