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(1) |
Answering client’s questions in respect of registration and maintenance of a company limited by guarantee (CLG) in Hong Kong; |
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(2) |
Performing client due diligence (CDD), including verification of identification and address proof of the members and directors; |
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(3) |
Name availability check; |
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(4) |
Preparation of Standard Articles of Association and other incorporation documents; |
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(5) |
Providing advice as to the preparation of the object clause of intended company; |
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(6) |
Submission of incorporation application documents to and liaison with the Companies Registry in respect of the registration; |
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(7) |
Payment of official registration fee and first year business registration; |
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(8) |
Collecting of Certificate of Incorporation and Business Registration Certificate (valid for one year) form the Companies Registry once the company is duly incorporated; |
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(9) |
Preparation of compliance corporate kit, including corporate stamps, registers and minutes book; |
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(10) |
Preparation of minutes of first board meeting/written resolution. |
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(1) |
Our fee stated above does not include drafting Articles of Association to meet the requirements of the Inland Revenue Department for application as an Approved Charitable Institution (Section 88 Application). Client may consider the service of a lawyer when drafting the Articles of Association, but it is not must. |
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(2) |
The fee quoted above is applicable to a company with 6 members and/or directors. A fee of USD50 per additional member/director will be charged. |
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(3) |
All fees quoted are exclusive of delivery charge and tax, if any. |
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No. |
Services |
Fee (USD) |
|
1 |
Acting as Company Secretary, per annum (Note 1) |
450 |
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2 |
Registered Office address, per annum (Note 2) |
350 |
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3 |
Acting as Designated Representative, per annum (Note 3) |
160 |
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4 |
CPA certification of incorporation documents, per set |
150 |
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5 |
Bank account introductory services (Note 4) |
850 |
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6 |
Application for Section 88 exemption (Note 5) |
1,250 |
|
7 |
Application for exemption from using “Limited” (Note 6) |
1,600 |
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(1) |
A Hong Kong company is required by the Companies Ordinance to appoint a local resident or resident company to act as its company secretary. Our service include:
Kaizen’s duties, as company secretary, are limited to those listed above only. General secretarial services, including transfer of shareholder, change of director, increase of share capital and preparation of minuets are to be charged separately. |
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(2) |
A Hong Kong registered company is required to have a Hong Kong street address as its registered office. The address provided by Kaizen can be used as the registered office address and business address of client’s guarantee company. Kaizen will process mails addressed to client’s company by one of the following two options.
Kaizen will take option 1 by default if no instruction has been received from you during incorporation. If mails are to be scanned and forwarded immediately, a handling fee of USD10 per batch/time will be charged. |
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(3) |
Kaizen or its associated company will act as the designated representative of your Hong Kong company. The responsibilities of the designated representative include updating and maintaining the Significant Controller Register and liaison and providing assistance relating to the company’s SCR to a law enforcement officer. |
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(4) |
Kaizen will provide assistance to open a corporate bank account with a bank in Hong Kong for your Hong Kong company, including preparation of certified incorporation documents as required by the bank, reviewing of bank account application documents prepared by client and liaison with the bank in respect of the bank account application. Please note the bank requires at least a director visit their Hong Kong branch personally for the purpose of due diligence. It should also be emphasised that our role is limited to providing assistance and it is the sole discretion of the bank to decide whether to open the bank account or not. We do not assume any reliability should the bank decides not to open the bank account for you. |
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(5) |
Kaizen provide assistance for the application as Approved Charitable Institution, that is, Section 88 exemption. Our services include preparing the application letter, arranging a certified true copy of the Certificate of Incorporation and Articles of Association and the communication between the Inland Revenue Department. |
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(6) |
Upon confirmation of approval as a charitable organisation from the tax authority, if the company thinks fit, it can also apply for permission from the Companies Registry to dispense the suffix “LIMITED” to its name. Kaizen offers the services for the application to dispense with the word “Limited” including prepare the application letter, collect and submit the materials and the communication between the Companies Registry. |
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(1) |
One copy of passport (or identity card for Hong Kong resident) and residential addresses proof (such as utility bill or telephone bill) in respect of each member; if member is a corporation, please provide Certificate of Incorporation and registered office and the passport and residential address proof of any person who holds more than 10% of shares in that corporation; |
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(2) |
One copy of passport (or identity card for Hong Kong resident) and residential addresses proof (such as utility bill or telephone bill) in respect of each director; |
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(3) |
A copy of Hong Kong identity card and residential address proof of the person to be acting as the company secretary and designated representative, if Kaizen is not being engaged to provide these services; |
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(4) |
A duly completed incorporation order form (including “Know Your Client” due diligence form) (to be provided by Kaizen); |
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(5) |
A detailed description of the object of the CLG; |
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(6) |
Activity Plan and Budget Plan for the first 12 months after the company is registered. |
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Step |
Description |
Time (Day) |
|
1 |
Client confirms with Kaizen the engagement for the incorporation of a guarantee company; Kaizen issues an invoice to client. |
1 |
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2 |
Client provides the materials listed in Section 5 to Kaizen by email. Payment of service fees should be settled at the same time. |
Client’s Schedule |
|
3 |
Kaizen performs client due diligence, including making arrangement with client to verify the identification and address proof documents of the members and directors |
Client’s Schedule |
|
4 |
Kaizen performs a name availability search. |
1 |
|
5 |
At the same time, client drafts object clause of the Articles of Association (AA) or client engages a lawyer to draft the Articles of Association |
7-15 |
|
6 |
Kaizen then prepares incorporation documents, including the Articles of Association. |
1 |
|
7 |
Kaizen delivers the incorporation documents to client for signature. Client signs off the documents and return the duly signed documents to Kaizen |
Client’s Schedule |
|
8 |
Kaizen then files duly signed incorporation documents with the Companies Registrar for registration and arranges payment of registration fee. |
1 |
|
9 |
The Companies Registry (CR) examines the registration. If they are in good order, the CR will issue the Certificate of Incorporation in one month. A Business Registration Certificate is issued at the same time. |
30 |
|
10 |
Kaizen now proceeds to place an order for manufacturing of company stamps and printing of Articles of Association |
2 |
|
11 |
Kaizen arranges to deliver to client the Company Kit. The whole registration process is then completed. |
1 |
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共：約30日 |
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12 |
After the company is duly registered, Kaizen proceed to handle the application for Section 88 exemption (if applicable). |
90-180 |
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13 |
After the application for Section 88 exemption is approved by the Inland Revenue Department, Kaizen them move on to application for exemption form use of “limited” in the name of the company (if applicable). |
90-180 |
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(1) |
Original copy of Certificate of Incorporation; |
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(2) |
Original copy of Business Registration Certificate (valid for one year); |
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(3) |
5 printed copies of Articles of Association |
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(4) |
Members register, directors register and secretary register; |
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(5) |
Two company stamps; |
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(6) |
A set of activation documents |
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(7) |
Section 88 application documents and confirmation letter issued by the tax authority; |
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(8) |
Letter of confirmation of exemption of use of limited in the name. |
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| DOWNLOAD：Hong Kong Guarantee Company Incorporation Procedures and Fees【PDF】 |
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