A foreign company may establish a representative office in Hong Kong to undertake promotional and liaison activities on behalf of its parent company. The office, however, directly or on behalf of its parent company, must not be engaged in business, conclude contracts, provide consultancy for a fee, undertake transshipment of goods, or open or negotiate any letters of credit.
The differences between a Hong Kong branch and a Hong Kong subsidiary of a foreign company stem from the fact that, unlike a branch, a subsidiary is an entity which, under Hong Kong law, is entirely separate from its parent. The business activities available to a company in Hong Kong are generally not dependent upon whether the company is locally incorporated and there is generally little practical difference between operating a branch and a subsidiary company
This article aims to explain briefly those compliance requirements and the related costs. Section 1 of this article introduces in brief the basic compliance and maintenance requirements, such as maintenance of company secretary and registered office, filing of Annual Return, Profits Tax Return and filing of change of registration particulars of a company.
In accordance with the Hong Kong Companies Ordinance, a private company limited by shares must have at least one natural person act as director. There is on restriction on the maximum number of directors.In accordance with the Hong Kong Companies Ordinance, where a company which has a single member who is also the sole director has the option of nominating a "reserve" director to act in place of the sole director in the event of his death.
The registration of a private company limited by shares in Hong Kong starts with the creation of the company name and ends with the issue of certificate of incorporation and business registration certificate. During the whole process, the mainly involved government department is the Companies Registry. The detailed procedures are set out below.
The Hong Kong new Companies Ordinance was published in the Government Gazette in August 2012. It will become effective on 3 March 2014. From the Commencement Date, all the provisions in the Existing Ordinance (Chapter 32) will be repealed and replaced by provisions in the New Ordinance (Chapter 622), except for the prospectus, and winding-up and insolvency provisions.
In general the responsibilities and liabilities of directors derive from various sources, including the constitution of the company, case law and statute law. If a person does not comply with his duties as a director he may be liable to civil or criminal proceedings and may be disqualified from acting as a director.
When you engage Kaizen to incorporate a Hong Kong company for you, please follow the procedures described below. The following procedures apply to situations where clients purchase a readymade (shelf) company from Kaizen. It is assumed that the registered office, company secretary and designated representative are to be provided by Kaizen.
With the implementation of the new Companies Ordinance, the concept of authorized capital and nominal value has been abolished. All company shares will cease to have a nominal or par value, whether issued before or after the Commencement Date. Any provisions in a company's constitution which state the amount of the company’s authorized capital
In accordance of the Hong Kong Companies Ordinance, every company registered in Hong Kong shall have a secretary. With effect from the date of incorporation of a company mentioned in its certificate of incorporation, the first secretary of the company is the person named as the secretary in the incorporation form submitted in respect of the company.