Hong Kong Company Incorporation Procedures - Step by Step Guide to Purchase a Readymade Company from Kaizen

How to register a company in Hong Kong

When you engage Kaizen to incorporate a Hong Kong company for you, please follow the procedures described below. The following procedures applies to situations where clients purchase a readymade (off shelf) company from Kaizen.

Step 1:
Client places an order for incorporation with Kaizen with payment of incorporation fees.

Step 2:
Kaizen email or fax the readymade company list to client for his selection. Client selects at least two names on order of preference and confirm with Kaizen.

Step 3:
At the same time of confirming the selected names, client provides the following documents and information to Kaizen by email or fax or post:

In the case that Registered Office and Company Secretary Services are also ordered:

(1)	One photocopy of passport and residential addresses of all shareholders, if shareholders are not Hong Kong residents; One copy of Hong Kong Identity Card and residential addresses of all shareholders, if shareholders are Hong Kong residents; if shareholder is another corporation, please provide Certificate of Incorporation (or Articles of Incorporation or Business Registration Licence) and address of the Registered Office of that corporate director;
(2)	One photocopy of passport (only the page showing the particulars of the holder) and residential addresses of all directors, if directors are not Hong Kong residents; Or, one copy of Hong Kong Identity Card and residential addresses of all directors, if directors are Hong Kong residents; if director is another corporation, please provide Certificate of Incorporation (or Articles of Incorporation or Business Registration Licence) and address of the Registered Office of that corporate shareholder;
(3)	A description of the principal businesses of the new company

In the case that Registered Office and Company Secretary Services are not ordered, the following additional information are required:

(4)	One copy of Hong Kong Identity Card and residential address of Company Secretary (applicable only when we are not appointed Company Secretary of the proposed company);
(5)	Address of the Registered Office of to be used by the new company (applicable only when clients want to provide their own address situated in Hong Kong)

Step 4:
After Kaizen receives the documents and information listed in Step 3, Kaizen then prepares the following incorporation documents:

(1) Notice of Appointment of First Secretary and Director (Form D1)
(2) Consent to Act as Director (Form D3)
(3) Notice of Situation of Registered Office
(4) Letter of appointment of first directors
(5) Minutes of First Directors' Meeting
(6) Share Transfer Instrument and Bought and Sole Note

Step 5:
Kaizen then arranges to have the documents listed in Step 4 signed by the directors and shareholders.

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 6:
After the incorporation documents are duly signed,  Kaizen then file the following documents with the Hong Kong 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 7:
At the same time when working for Step 6, Kaizen also arrange to have the share transfer instrument and Bought and Sole Note stamped by the Stamp Duty Office and payment of stamp duty.

Step 8:
Then, Kaizen 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 Business Registration fee. The Business Registration Certificate is normally issued in one hour after submission of application form and payment of registration fee.

Step 10:
Finally, 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 will return to you after the Company is duly registered.

The Company Kit includes the following items:

Hong Kong Company Registration Costs

Our fees for readymade company with a standard share capital of HKD10,000 are USD1,325.00 which covers all basic formalities for the first year (from date of incorporation to next anniversary date). In particular, our fees cover the following services and payments:
1. Payment of incorporation official filing fee to the Companies Registry (USD225)
2. Payment of first year business registration fee to the Business Registration Office, a department of Hong Kong Inland Revenue Department (USD335)
3. One complete company kit (USD100)
4. Provision of first year Company Secretary (USD275.00)
5. Provision of first year Registered Office (USD175.00)
6. Incorporation service charge (USD215)

Note:

1. Unless otherwise advised, the prices quoted for the purchase of a readymade Hong Kong company in this website apply to company with an standard share capital of HK$10,000. You can always specify another amount higher than HK$10,000, however, you will have to pay a capital duty of 0.1% on the amount in excess of HK$10,000. The maximum amount of capital duty is HK$30,000.

2. The incorporation fee stated above does not cover courier charge for delivering incorporation and company kit to you.

3. The fees stated above only applies to company incorporated with standard Articles of Memorandum and Association.

Annual Maintenance Costs

The basic annual costs to maintain a Hong Kong company in good standing are estimated to be around USD1,410. In particulars, the annual maintenance costs consist of the following items:

Items with fixed fees:
1. Annual retainer for acting as company secretary: USD275 (note 1)
2. Registered Office fee: USD175 (note 2)
3. Payment of business registration fee: USD335 (subject to change by the Government)
4. Annual Return statutory filing fee: USD14 (subject to change by the Government)

Items with variable fees:
5. Book-keeping fee: NIL if not operating; fees to be determined according to the nature of business and number of transactions.
6. Statutory audit fee: USD500 if operation is minimal; exact fee will be determined according to a number of factors, such as the nature of business and amount of turnover etc.
7. Filing of Profits Tax Return: USD75 (More on Reporting Requirements)
8. Filing of Employer's Return: USD30 (More on Employer's Return)

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 USD4 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.

For further information or assistance, please call us:

Hong Kong Office: +852 2341 1444
Shenzhen Office: +86 755 8268 4480
Shanghai Office: +86 21 6439 4114
Beijing Office: +86 10 6874 8420

or send email to enquiries@bycpa.com.