Hong Kong Company Incorporation Procedures - Step by Step Guide to Register a Hong Kong Company through Kaizen

IMPORTANT NOTE: With the introduction of online registration by the Companies Registry, now the registration of a private company in Hong Kong could be completed in a day.

1. Hong Kong Company Step by Step Incorporation Guide

When you engage Kaizen to incorporate a Hong Kong company for you, please follow the procedures described below. These procedures apply to tailor-made company, that is, clients provide the name of the company of their own creation.

Step 1:
Clients place an order for incorporation with Kaizen and provide the following documents and information to Kaizen by email or fax or post:

Step 2:
Kaizen performs a name available search in the Register of Companies maintained by the Hong Kong Companies Registry and confirm with clients whether the proposed company name(s) is/are available for registration or not.

Clients are advised to provide at least two proposed names in priority of preference in case that the most preferred one is gone and it could be replaced by the second preference.

Step 3:
After confirmation of the availability of the proposed name, Kaizen then prepares the following incorporation documents:

(1) Memorandum and Articles of Association (also known as bylaws, constitutions), appointment of first directors and
(2) Declaration of Compliance
(3) Notice of Appointment of First Secretary and Director (Form D1)
(4) Consent to Act as Director (Form D3)
(5) Notice of Situation of Registered Office
(6) Letter of appointment of first directors
(7) Minutes of First Directors?Meeting

Step 4:
Kaizen then arranges to have the documents listed in Step 3 signed by the directors and shareholders and the witness.

You could either come to our offices to sign the incorporation documents. In the case that clients could not come to our offices, Kaizen could arrange to deliver the incorporation documents to you for your signing. The incorporation documents must then be returned to Kaizen for filing.

Step 5:
After the incorporation documents are duly signed, Kaizen then files the following documents with Companies Registry together with the appropriate fees for the application of Certificate of Incorporation:-
(1) Memorandum and Articles of Association of the intended company.
(2) Declaration of Compliance.

Step 6:
After 6 working days, Kaizen collects the Certificate of Incorporation from the Companies Registry.

Step 7:
Then, Kaizen complete some of the the forms as listed in Step 2 (some of the information required for completion are only made available after the Certificate of Incorporation is available) and file them with the Companies Registry:-
(1) Notification of Appointment of First Directors and Secretary
(2) Notice of Consent to Act as Director
(3) Notification of Situation of Registered Address
(4) Any other documents if appropriate

Step 8:
Kaizen now proceeds to place the order for manufacturing of company seal and chop and printing of Articles of Memorandum and Association (the whole set of documents together is known as company kit).

Step 9:
Finally, the incorporator or the Company submits the form for application for Business Registration Certificate to Inland Revenue Department to apply for the Business Registration Certificate with payment of appropriate fee. The Business Registration Certificate is issued is normally issued in one hour after submission of application form and payment of appropriate fee.

Step 10:
Kaizen arrange to deliver to you the Company Kit. The whole registration process is then completed. All the documents evidencing the legal existence of the Company is contained in the Company Kit and those items are what we returned to you after the Company is duly registered.

In particular, the Company Kit includes the following items:

2. Hong Kong Company Registration Costs

Our registration fees for registration of a company with a standard share capital of HKD10,000 are USD1,150 which covers all basic formalities for the first year (from date of incorporation to next anniversary date). A breakdown of our incorporation fees are provided in the table below:

Note 1: The official registration application to a registered capital of HKD10,000. The same official registration fee will apply to whatever amount of registered capital after 1 June 2012 upon enactment of amendment to the Companies Ordinance.

Note 2: The business registration is reduced by the Hong Kong Government from USD320 to USD60 during the period from 1 April 2012 to 31 March 2013. It is very like that it will be brought back to USD320 on 1 April 2013.

Note: the incorporation fee stated above does not cover courier charge for delivering incorporation and company kit to you.

3. Annual Maintenance Costs

After a company is officially registered in Hong Kong, it will have certain compliance requirements. These compliance requirements could be divided into two categories, one with fixed fees and another with variable fees, as listed in the table below. The total amount represents the minimum costs to maintain a trading company (with a turnover of less than USD650,000) in good standing in Hong Kong.

Note:

1. The annual retainer for provision of Company Secretary covers the following services:
(1) Provision of one Corporate Company Secretary (Kaizen Secretaries Limited acts as Company Secretary);
(2) Preparation and filing of Annual Return;
(3) Filing of notice of change of registered office and business address; preparation of minutes;
(4) Filing of notice of change of directors and secretary.

2. The annual cost for provision of Registered Office covers the following services:
(1) Provision of one street address as Registered Office of your Hong Kong company;
(2) Forward government mails to any location specified by clients. Please note handling fee of USD3 plus actual postage will be charged for each batch of mails forwarded.
(3) Please note the Registered Office is not to be used for business purpose unless otherwise agreed by Kaizen.

3. The annual maintenance/compliance fees are expected in the second year and thereafter and the variable fees are for general reference only and represents the minimum you should budget for the purpose of maintaining a Hong Kong company in good standing.

For further information or assistance, please call us:

Hong Kong Office: +852 2341 1444
Singapore Office: +65 6883 1061
Shenzhen Office: +86 755 8268 4480
Shanghai Office: +86 21 6439 4114
Beijing Office: +86 10 6210 1890

or send email to enquiries@bycpa.com.