Before proceeding with company incorporation in a common law country such as Hong Kong, it is important to know that apart from a director and a shareholder, one also needs a company secretary
A company secretary is the contact point for all legal and administrative matters within a common law company such as a Hong Kong company. It has extensive duties and liabilities and advises the directors of a company on their statutory duties including their disclosure obligations.
Basically, the company secretary takes care of the corporate governance of the company, which is primary influenced by the company’s board of directors.
Common law ordinances, such as the Hong Kong Companies Ordinance, require every company, even dormant companies, to have a designated secretary. The duties of a company secretary are wide and include:
- Acting as an advisor to the board of directors on various legal, corporate governance and compliance matters,
- Processing share transfers
- Keeping share/directors registers up-to-date
- Organising meetings such as board and shareholder meetings.
An existing client comes across an opportunity to invest in a furniture business. This furniture business has operations worldwide, although has also a strong presence in the Asian region.
The client himself is based in Europe and wonders what would be the best way for him to hold his new investment. Initial tax advice shows that the set-up of a HK incorporation can be rather beneficial for this client.
These conclusions were made on the basis that a large part of the income generating revenue comes from Asia including Hong Kong. Obviously, client made sure that he also passed the tax substance test. Consequently, the client requested us to assist with the Hong Kong incorporation and to provide a company secretary service at the same time.
The Hong Kong incorporation services and Hong Kong company secretarial services of HKWJ Tax Law & Partners Limited are carried out by its sister company Triple Eight Limited within the HKWJ Group. Triple Eight can assist clients with comprehensive corporate services, including but not limited to:
- Hong Kong incorporation
- Offshore incorporations such as Curacao, BVI, TCI and Seychelles
- Hong Kong company secretary registration
These provisions also include a registered local address, bank account opening, corporate director & individual director, and a significant controller register designated representative.
- Incorporation or registration of Hong Kong companies, including sole proprietorship, partnership, representative office, foundation, charity and trust.
- Provision of company secretary, registered agent, business or correspondence or registered office address, fax line and telephone line
- Provision of designated office space
- Filing of annual return and attending to all statutory documents as required under the Companies Ordinance of Hong Kong
- Filing and advising of changes in the corporate structure
- Provision of corporate director and individual director
- Provision of nominee shareholder
- Provision of business registration search in Hong Kong
- Opening of bank accounts with local banks
- Organising and witnessing required meetings of directors and shareholders, including preparation of minutes
- Establishment and maintenance of statutory records
- Advising and assisting deregistration and liquidation matters
- Visa services
- Employment & human resources
The company law in various jurisdictions around the world use different words to describe the closing down of a company. Often one can hear words such as deregistration, dissolution, but also words such as liquidation, striking-off or simply the closing down of a business.
All terms being used in general are fine as they are used to describe the ending or winding up of a business, however the process and the legal impacts are quite different from each other.
Basically, when one has liquidated a company, it no longer exists. However, when one deregisters, dissolves or strikes off a company, the process can be revoked and the company can be ‘revived’ upon request of creditors for example.
- preparing the audited financial statements and profits tax filing for all the required years (usually up to the date of cessation of business) and submitting them to the IRD;
- applying and obtaining a ‘Notice of No Objection to a Company being Deregistered’ with the IRD;
- handling the tax enquiries raised by the IRD, if any;
- preparing the relevant resolutions and required forms for submission to the Hong Kong Companies Registry in respect of the closing down of a company; and
- following up closely with the IRD and the Hong Kong Companies Registry with a view to expedite the process.