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. They 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 and 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 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 including provision of a registered Hong Kong address, bank account opening, corporate director & individual director and a significant controller register designated representative.
Triple Eight’s Hong Kong company set up service in detail & incorporation costs
- Incorporation or registration of Hong Kong companies, including sole proprietorship, partnership, representative office, foundation, charity and trust. For general requirements and procedures regarding the incorporation of a company in Hong Kong, please see business registration in Hong Kong.
- 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, see below
- Visa services, see below
- Employment & Human Resources, see below
Company deregistration / dissolution versus company liquidation
The company law in various jurisdictions around the world (and with it its people) 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 are in general fine to describe the ending 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. Triple Eight can provide the relevant supports with a view to have the company closed down within the shortest time.
We together with Triple Eight can 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 members’ voluntary liquidation. A members’ voluntary liquidation is a more thorough process whereby a solvent company, which 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:
- making sure that the company’s financial statements are complete and up to date;
- assisting the company with attempt to settle all of its outstanding liabilities and minimise its asset holding in order to expedite the liquidation process;
- assisting with preparing the necessary company documents, such as an extraordinary resolution to be passed by the shareholders; and
- arranging with the appointment of a liquidator.
In practice, most Hong Kong Limited’s close down by means of a deregistration process and lesser through liquidation.
Payroll Services & Human Resources including Visa
Triple Eight 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, and relevant filings (individual tax return / employer’s return) with the Hong Kong Inland Revenue Department. In addition, Triple Eight provides corporate support with regards to human resources, such as sourcing employees and 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.
Triple Eight can provide tailor-made services with a view to obtain the required visa for clients in the most efficient and effective manner. 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. Triple Eight will also follow up proactively with the government authorities with a hope that the visa can be obtained as early as possible.
Contact us to learn more about our services
Thank you for your help regarding this matter it has been very much appreciated. I am extremely happy with the advice, speed and professionalism you and your firm have provided for me!
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