Company Secretary, Registration & Formation

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.

 

What is 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.

 

Why do you need a company secretary?

 

Common law ordinances, such as the Hong Kong Companies Ordinance, require every company to have a 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.

 

Case Study

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 company secretarial services at the same time.

 

Company Formation in Hong Kong & Offshore

 

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. 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.

 

Company Set up Service & Incorporation Process

 

1. Incorporation or registration of Hong Kong companies, including sole proprietorship, partnership, representative office, foundation, charity and trust.
2. Provision of company secretary, registered agent, business or correspondence or registered office address, fax line and telephone line
3. Provision of designated office space
4. Filing of annual return and attending to all statutory documents as required under the Companies Ordinance of Hong Kong
5. Filing and advising of changes in the corporate structure
6. Provision of corporate director and individual director
7. Provision of nominee shareholder
8. Provision of business registration search in Hong Kong
9. Opening of bank accounts with local banks
10. Organising and witnessing required meetings of directors and shareholders, including preparation of minutes
11. Establishment and maintenance of statutory records
12. Advising and assisting deregistration and liquidation matters
13. Visa services
14. Employment & human resources

 

In respect of the costs for incorporating & managing a Hong Kong company, please note that Triple Eight offers various incorporation prices & packages among other services.

 

Company Deregistration / Dissolution vs. Company Liquidation

 

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.

 

Deregistration / Dissolution / Striking-Off in Hong Kong

 

It is required for a Hong Kong company to go through certain procedures, such as obtaining a ‘Notice of No Objection to a Company being Deregistered’ from the Hong Kong Inland Revenue Department (IRD), before it can be formally deregistered / dissolved / struck-off.

We can provide the relevant supports with a view to have the company closed down within the shortest time and assist in the following:

• 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.

 

Liquidation in Hong Kong

 

Other than choosing to deregister a company, one can also choose to wind-up the company by one of the following liquidation methods:

 

• Members’ voluntary liquidation

A members’ voluntary liquidation is a process of winding up a company where the company decides to put itself into voluntary liquidation and the directors of the company sign a certificate of solvency (i.e. the company is capable of settling all of its debts in full, ‘ends’ itself by settling its accounts and liquidate its assets for the purpose of making distribution of the net assets to its members).

We together with Triple Eight can assist in the following:

• Assist the director in understanding the company’s current affairs such as in order for the director to form the opinion that the company will be able to pay its debt in full within such period not exceeding 12 months from the commencement of the winding up
• Make sure that the company’s financial statements are complete and up to date
• Assist the company to attempt to settle all of its outstanding liabilities and minimise its asset holding in order to expedite the liquidation process
• Assist with arranging the necessary meetings, and preparing the necessary company documents, such as an extraordinary resolution to be passed by the shareholders
• Arrange with the appointment of a liquidator/as the liquidator

 

• Creditors’ voluntary liquidation

A creditors’ voluntary liquidation will occur where the company decides to put itself into voluntary liquidation but is not solvent (i.e. the director is unable to make a certificate of solvency).

We together with Triple Eight can assist in the following:

• Assist the director in understanding the company’s current affairs such as (making sure that the company’s financial statements are complete and up to date) in order for the director to form the opinion that the company is not solvent
• Assist with arranging the necessary meetings, and preparing the necessary company documents, such as an extraordinary resolution to be passed by the shareholders
• Arrange with the appointment of a liquidator/as the liquidator

 

• Compulsory winding up by a Hong Kong court

A compulsory winding up is a process that can be instigated by the company, shareholders, liquidators and creditors. The first step for compulsory winding up is where a creditor, a shareholder or the company itself files a winding up petition against the company.

The more common circumstances for a compulsory winding up by a Hong Kong court are:

• The company is unable to pay a debt of HKD10,000 or above
• The court is in the opinion that it is just and equitable that the company should be wound up
• The company has by special resolution resolve that the company be wound up by the court

We together with Triple Eight can assist the creditor, shareholder or the company itself to instigate the compulsory winding up process.

Having mentioned all the different ways and methods of closing down a company, in practice, most Hong Kong Limited are closed down by means of a deregistration process and rather than through liquidation.

 

Payroll Services & Human Resources 

 

Triple Eight provides corporate support with regards to human resources, such as sourcing employees and visa services. In addition, it can assist employers with various payroll services. These include, but are not limited to:

• Payroll calculations
• Payroll slips preparations
• Enrolment’s into the Hong Kong’s Mandatory Provident Fund (MPF) and MPF calculations
• Employee’s Compensation Insurance
• Relevant filings (individual tax return and employer’s return) with the Hong Kong Inland Revenue Department.

 

Visa Services

 

We understand that a lot of issues are required to be solved for relocation to a new jurisdiction. We can give a hand by assisting in applying and extending a visa, including investment visa, work/employment visa, resident visa and dependent visa, in Hong Kong, Mainland China and other jurisdictions such as Cyprus, Malta and Portugal  among others.

In particular, based on the fruitful experience and knowledge, Triple Eight shall provide the relevant favourable information and documents to the competent government authorities in order to mitigate the chance of follow-up enquiries or rejection of the application.

We can provide tailor-made services with a view to obtain the required visa for clients in the most efficient and effective manner. This includes proactively follow up with the government authorities to hopefully expedite the granting of the visa.

 

Contact us to learn more about our services