Setup your company now.
One-stop companies registration services in Hong Kong, Mainland China, and offshore jurisdictions.
Nowadays, investors and entrepreneurs are going to set up their overseas businesses in jurisdictions like Hong Kong – access to a global market and and tax friendly policy so Hong Kong is often considered as one of the best cities to establish and operate a business. AsiaBC Company Formation Services is a package to provides not only the handling of incorporation document but only the compliance and ongoing legal maintenance services for the business owners.
Below is the overview of our company formation services package for incorporation as a part of Entrepreneur Relocation to Hong Kong:
More Than Incorporation
AsiaBC is your reliable working partner with local wisdom.
Incorporation is simple an action of forming a corporate body, that is merely a “vehicle” of your business, we understand your needs – a worry-free platform to built up your business as well as a reliable local partner to support the growth in future. Therefore, our Company Formation Services is package to cater the incorporation procedures from decision making stage e.g. choosing your best-fit business entity, to preparation stage e.g. preparation for required document and verification, to post-incorporation stage including annual returns to government as well as ongoing compliance to maintain its legal statue.
Hong Kong Company Incorporation
Setup and Formation of brand-new Hong Kong Limited Company.
We are AsiaBC, we aim at providing the simplest and fastest the company incorporation process to our local and oversea entrepreneur. No matter what the objective of using a Hong Kong business vehicle – startups in Hong Kong or offshore investing, AsiaBC offers comprehensive services from first hand strategic consultation to organize and prepare for all government required document, company’s articles and incorporation and business form to Companies Registry and Inland Revenue Department, we can optionally handle all “the hardware” after successful incorporation – include Certificate of Incorporation, Business Registration Certificate, copies of Articles of Association, statutory book, company seal, the share certificate, round chops and signature.
For speed application and thus fast incorporation, AsiaBC provides our clients for Company Secretary services and Hong Kong Registered Address (which are a statutory and ongoing requirement of every Hong Kong Limited Companies), as well as Trademarks / Designs / Patents registration, Tax Consultation, Accounting and Bookkeeping, Audit report arrangement, immigration, office space solution and business opportunities.
As a expert in oversea entrepreneur setup in Hong Kong, we do more than incorporation and Hong Kong limited company formation to serve your need of businesses. You are guaranteed a service that is professionally completed and reasonably priced.
For details of Hong Kong Limited Company formation, you may refer to our “Guide to Hong Kong – Hong Kong Private Company Limited by Shares Registration“.
Hong Kong Shelf Company
Fresh and dated ready-made Hong Kong Companies for sales.
Some entrepreneur are in hurry to start business within dedicate legal entity to engage in commercial activities within 1 to 2 days, thus incorporation of a brand new company is just not quick enough to cope with. AsiaBC sees the demands of quick incorporation in fast-paced environment, we have registered a batch of Hong Kong private limited companies which have not none of business activities engaged and have neither liabilities or debts. They are ready-to-use business entities sitting on our store shelf for sales, so they are commonly known as “shelf company”.
Our shelf companies have been certified by Companies Registry with valid (i.e. non-expired) Certificate of Incorporation (C.I.) and by Inland Revenue Department with valid Business Registration Certificate (B.R.C.) in the moment of “purchase”. Both parties of buyers and beneficial owners are not required to be present in Hong Kong to complete the purchase. Courier services are used to delivery the signed document back to AsiaBC in Hong Kong.
After collection of all the required documents which are almost the same as incorporation and the payment, AsiaBC will proceed to transfer the management (directors) and ownership (shareholders) to our client, and optionally change the company name according to the client’s direction and thus update company name on C.I. and B.R.C. as well as the Articles of Association.
The purchase procedure is then completed within 1 to 2 working days, then the client is able to utilize this Hong Kong limited companies to arrange Hong Kong bank account opening.
China Company (WOFE) Incorporation
Incorporate in the People’s Republic of China.
To do business in China, mostly of the businesses can only be handled by Chinese Companies, among the available types of Chinese company, Wholly Owned Foreign Enterprise (WOFE) is the best option for foreign business owner and capital to register a limited liability company under the Chinese company law. This foreign owner could be a foreign corporations, economic organizations or individuals.
Each WOFE is restricted in one dedicated business scope (e.g. consulting, manufacturing, trading, etc), the same requirement on other types of Chinese company. Within its designated business scope, the WOFE can perform normal business activities such as buying materials, processing the semi-products and selling the final products to local or overseas customres. Profits of the company can be repatriated to the foreign investors’ home jurisdictions.
- One director
- One shareholder
- One legal representative
- Application letter
- Feasibility study report by AsiaBC
- Articles of Association of the new WOFE
- List of legal representatives, board of directors and shareholders
- Research and obtain approval for the company name
- Obtain Certificate of Approval from the Foreign Trade Bureau / Bureau of Trade and Industry
- Obtain Business License from the Administration of Industry and Commerce (SAIC) of PRC
- Registration with PRC government authorities:
- The Public Security Bureau
- The Administration of Foreign Exchange Bureau
- The Tax Bureau
- The Customs Department
- Company chops
- Collection of Enterprise Code Certificate, Statistics Registration Certificate, and Finance Registration Certificate
China Representative Office Registration
A present of expenditure-only body in Mainland China for foreign investors.
The Representative Office (RO) in PRC (Mainland China) is not a legal entity in Chinese companies laws, and it is not allowed to directly conduct transnational business activities i.e. cannot issue invoices on its own (sell goods) and cannot receive income any services (sell services). Hence, it is not a vehicle to represent its foreign parent company.
The RO is always setup in Mainland China to liaise with businesses partners, customers, suppliers between its home company and related industries in Mainland China. It is allowed to conduct market research, promote products and perform preparatory activities for future business development.
The PO is considered as a first-step to enter into the market in Mainland China.
One chief representative, appointed by the board of directors of its parent company
AsiaBC Services Scope
- Application letter
- Power of attorney for the chief representative
- Details of legal representative
- Collect Certificate of Approval from the Foreign Trade Bureau / Bureau of Trade and Industry
- Collect Certificate of Registration from the Administration of Industry and Commerce
- Registration with PRC Government authorities:
- The Public Security Bureau
- The Tax Bureau
- The Statistics Bureau
- The Customs Department
- Obtain office stamps
- Obtain Enterprise Code Certificate
Offshore Companies Incorporation
Incorporate in jurisdictions other than your home country.
When both local and offshore business owners come across the idea of multinational trades, investment, wealth management or tax efficiency planning, offshore limited companies is a preferred business vehicle for these purpose by combining anonymity, privacy protection, with limited owners’ liability and tax benefits.
Offshore limited companies are limited company incorporated for the purpose of operating outside the country of its registration as well as the place of residence of its directors, shareholders and beneficial owners. Generally, they are not subject to direct tax in their offshore place of incorporation, except annual license fee and levy to authorities.
International banks especially those have present in Hong Kong open bank account opening application and financial operation services to these offshore companies.
Hong Kong listed companies are incorporated in offshore jurisdictions for advantages of companies laws and tax laws there.
In brief, offshore limited company is generally used for the purpose as follows:
- Tax efficiency planning
- Acting as a holding company of multiple companies
- Multinational trades
- Investment and banking
- Go to public or listing
AsiaBC can assist you to going offshore in the following jurisdictions (Highlighted the popular places):
- The Bahamas
- Turks & Caicos Islands
- Cayman Islands
- British Virgin Islands
- Netherlands Antilles
Hong Kong “Unlimited Companies” Registration
The registration of business entities with unlimited personal liability on all of their owners.
The term “Unlimited Company” is neither a legal term nor company by Hong Kong companies laws. We believe that it is a common term coined by general public to describe the business entities which do not shield their owners from unlimited personal liability by mean of separate legal entity from the owners after its incorporation – whereas limited companies is a separate legal entity thus can shield them from personal liability. Alike the opposite of Limited Company by its statue, the term “Unlimited Company” is created for easy understanding.
In general, when people are quoting unlimited companies, they are referring Sole Proprietorship and Partnership business entities / firms.
However, it not a suggested business entities for both local and oversea entrepreneur for doing business regardless of the business turnover. It is because the business owners bear unlimited liability personally of the firms thus all risks of business operation and lose should be borne by either the proprietor or partners. In case of bankruptcy, the creditors have right to claim against the personal private assets.
Nevertheless, the oversea entrepreneur planning to startup in Hong Kong are almost impossible to register Sole Proprietorship and Partnership because most of them do not have the residency statue (i.e. no Hong Kong Identity Card), Hong Kong Visit VISA holders to land in Hong Kong are not allow to engage in direct business, and requirement to proof the commencement of business in the last mount before registration.
Since “Unlimited Company” is not a company, its registration falls into Business Registration only. AsiaBC offers fast services for the Business Registration of Sole Proprietorship and Business Registration of Partnership, their document requirement are beneficial owners’ copies of identify card/ passport and address proof of proposed proprietor, partners or agent.
After collection of service fee and government tax, AsiaBC will prepare the registration document for owners to sign within 1 days. Inland Revenue Department is the sole authority to handle Business Registration, its processing lead time is usually within 5 working days, a valid Business Registration Certificate will be issued after approval.
For details of unincorporated business formation, please refer to “Guide to Hong Kong – Sole Proprietorship Registration and Partnership Registration“.
Hong Kong Non-Profit Organisation Registration
Go for incorporation of Limited Companies but not for profit making purpose.
With AsiaBC, the setup is easy following the 3 steps as follows:
Step 1: Incorporation of Company Limited by Guarantee
Handled by Companies Registry, Hong Kong company limited by guarantee is the majority of corporate entity established for the purposes of association and society to provide services such as enhancement of education and training, religion, relief of poverty, environmental protection, trust and foundation, and betterment for the community.
Most of these companies fall into the type of providing non-profit making services, but these companies can engage into profit making activities. Please note that it may not be a charitable institution which require extra assessment from other welfare authority and body.
In brief, the basic and minimum structure of a Hong Kong company limited by guarantee is as follows:
- at least 2 members;
- at least 2 directors; and
- at least 1 company secretary
Alike companies limited by shares, the address of the registered office and company secretary must be in Hong Kong. The company is also obliged to file Annual Return annually with the audited accounts.
Step 2: Set up Approved Charitable Institution (“ACI”)
By the Hong Kong law, an institution or a trust must be established and operated for purposes of exclusively charitable to apply for the Approved Charitable Institution (“ACI”). In general (but not limited to), the purposes of an organisation which is deemed as exclusively charitable are as follows:
- relief of poverty
- advancement of education
- advancement of religion
- purposes of a charitable nature beneficial to the community not falling under any of the preceding heads.
The successful applicant to be an ACI can enjoy the tax benefit as follows:
- exempted from profits tax, if it is carrying on a business or trade if:
- the profits are applied solely for charitable purposes, and
- the profits are not expended substantially outside Hong Kong, and
- the trade or business is carried by persons for whose benefit such institution or trust is established
- exempted from Business Registration fee and levy
Step 3: Name Change – Dispense “Limited/Company Limited” in Company Name
Since most of the ACI is carried by a Private Company Limited by Guarantee is a Limited Company and thus it must carry the word Limited/Company Limited in the company name, the ACI is optionally to apply for discarding these words, instead, it is normal for ACI to name them as association, society, education, foundation, charitable fund, church and religious mission, etc. The application process should take over 3 months for existing ACI while it takes over 12 months if the name change is applied with the incorporation at the same time.
AsiaBC can assist the setup of the Private Company Limited by Guarantee as business vehicle for non-profit organisation, application of Approved Charitable Institution for non-profit organisation, and application of the name change.
For details of non-profit organization registration, please refer to “Guide to Hong Kong – Non-Profit Company Registration“.
Hong Kong Company Secretary (Statutory) Service
The statutory position of a Limited Companies in Hong Kong to handle compliance.
According to the companies laws in Hong Kong, every limited company must appoint and maintain at least one Company Secretary who must be either a local company (i.e. incorporated in Hong Kong) or an adult individual who is a Hong Kong resident. Its primary role is to ensure the daily operations with the relevant legal compliance, maintain an updated company accounts and notify the authorities about the change in structure and particulars. Company Secretary are also responsible for scheduling meetings, processing official records and preparing minutes.
The particular of Company Secretary are open on the public record in Companies Registry.
AsiaBC is dedicated to assist our client to setup entrepreneurship in Hong Kong, our Company Secretary Services includes acting as Company Secretary of client’s company, handling Annual Return and General Meeting minutes, transfer of Shares, allotment of authorized Shares, appointment and removal of Directors, change of Company Name and Registered Address.
Our professional services teams leave you with peace of mind by attending all of the important administrative work required by government. With our solid database of happy customer, many clients are satisfied by our team to cater to their compliance needs.
Note to Hong Kong companies of sole director: An individual director of a Hong Kong company which consist of one director is not allowed to take up the positions of Company Secretary at the same time by laws, they should take part in our Hong Hong Company Secretary Services continuously.
Nominee Director / Shareholder Services
Protect the privacy of directors and shareholders if it matters.
The particular of Directors and core Shareholder of a Hong Kong Private Companies (i.e. their full name, address, shareholding percentage, Hong Kong ID card / Passport) shall be available to the public on Companies Registry.
AsiaBC provides Nominee Service for acting as nominee shareholder and nominee director for the beneficial persons to ensure that the compliance requirement is fulfilled and thus the normal legal statue of a company. When shareholders or directors of the enterprise are unwilling to publicize personal information due to business or privacy considerations, AsiaBC Nominee Directors and Shareholders service can always help.
What is Nominee Service?
- Nominee Contract will be stamped to protect the beneficial owner’s rights to company properties and income distribution
- The beneficial owner will have the right to dismiss AsiaBC Nominee from office
- AsiaBC Nominee cannot sign any commercial contract without authority of the beneficial owner
- AsiaBC Nominee is not responsible and liable to commercial activities of the company
Incorporation of Hong Kong Private Limited Company requires the designation of at least one director which MUST be a natural person, a Nominee Director can keep the true identity of director completely confidential within the company’s structure.
Hiring a Nominee Director enables the true directors to protect their personal information (name, address, passport number, etc.) that are only known from the official agent who will incorporate your company from public record.
Nominee Director service strengthens protection to true directors’ privacy by preventing disclosure of their personal information to the public.
Controlling power of company’s business activities, bank accounts, and other managerial endeavors are still entitled to the beneficial owners, Nominee Director role is restricted to requirement of company incorporation and compliance.
Power of Attorney
The owners’ rights on the company will be protected by Power Of Attorney which is a certificate to certifies owners’ full management of the company while the Nominee Director only represents them for compliance and work under direction of the owner. All actions made by the Nominee Director will be under this contract until it expires, upon that day all rights revert solely back to you.
A Nominee Shareholder would represent the shareholder of the company for solely shareholding purpose, the Nominee is employed for privacy reasons to protect beneficial owners’ personal information from exposed to the public. The employed Nominee Shareholder will disclose the necessary information such as H.K.I.D. and passport to the public instead of the true owners.
Relation with a Nominee Shareholder
Hiring a Nominee Shareholder usually comes in tandem with that of a Nominee Director when both the beneficial director and shareholder are urged to keep full privacy about company’s owner. Disclosing the identity as a shareholder while employing a Nominee Director would be useless. Nominee Shareholder and Director are effective to protect their privacy.
Declaration of Trust
To protect the ownership of beneficial owner of a company, the employed Nominee Shareholder is engaged in a Declaration of Trust which is free of loopholes to certifies the full ownership of the shares and the Nominee Shareholders is merely representing the beneficial owners.
Annual Maintenance Service of Hong Kong Companies
Filing of Annual Return to Companies Registry.
As the most important part of Annual Maintenance, the Hong Kong companies annual return is a statutory return required by Companies Ordinance in a specified form issued annually by Companies Registry – the Hong Kong authority to regulate the incorporation in Hong Kong – to request the every company incorporated in Hong Kong (i.e. local companies and non-Hong Kong companies) to fill up the latest (at date of filing the return) particulars of this company, including the Registered Address, Shareholders and Shareholding structure, Directors, Company Secretary, etc.
If a company fails to comply with annual return requirements prescribed on the Companies Ordinance, the directors, shareholders, managers, company secretary are responsible and are liable to prosecution and, if convicted, default fines.
Except a company that is a dormant company under section 5(1) of the Companies Ordinance, the requirement to deliver annual return do apply to every company.
AsiaBC is proud to offer Filing of Annual Return Service as a part of Company Maintenance Package to handle the annual return, filing of annual return to the Companies Registry, Government Fee, and Government Fine (only applicable to companies which employed AsiaBC as Company Secretary).
Deadline to delivery of Annual Return
Every local private company should deliver its annual return for registration in every anniversary date of its incorporation, in respect of every year within 42 days after this day.
Penalties for Late Annual Return for Hong Kong Company
The Hong Kong government prescribed fines charged for late delivery of an Annual Return are as follows:
The government fixed amount fine (including registration fee) is either HK$870, $1740, $2610, or $3480 if the delivery is made after 42 days, 3 months, 6 months, or 9 months after the anniversary of incorporation respectively.
Our Company Maintenance service package does not include any government fine but government fee generated in Annual Return.
For details of Hong Kong companies annual filing compliance, please refer to our “Guide to Hong Kong – Companies Compliance Obligation and Annual Filing Requirement“.
Hong Kong Company Deregistration Service
The final step to cease the legal entity of a Hong Kong company.
Under the Companies Ordinance of Hong Kong, a company applying for deregistration with Companies Registry must meet the following conditions:
- Consent by all shareholders
- No longer running or operating business, or terminated for more than three months from the date of application for deregistration
- No outstanding indebtedness, including governmental license fee and tax
- Obtain the Written Notice of No Objection issued by the Commissioner of Inland Revenue
- The company is not a party to any legal proceedings
- The company has no immovable property situate in Hong Kong
- If the company is a holding company, none of its subsidiary’s assets consist of any immovable property situate in Hong Kong
In addition, if any person (individual or company) has an objection to this deregistration application, filing application for re-registration with the local court within 20 years from the effective date of this deregistration can be made, the court shall order the Companies Registry to resume business of the deregistered company.
AsiaBC’s Hong Kong Company Deregistration Services includes:
- Apply Notice of No Objection to a Company Being Deregistered (from Inland Revenue Department)
- Submitting Deregistration Fee / Publication (to Companies Registry)
Time frame for the hold process is about 6 months. Within the processing period, the company is still eligible to auditing, business registration and annual return renewal.
Procedure of Deregistration of H.K. Limited Company
- Fill in the application form and sends to us with copies of Business Registration Certificate, Certificate of Incorporation and the latest Annual Return.
- AsiaBC prepares for required documents in 1 working day for client after services fee collection,
- Obtain client’s signatures
- AsiaBC submits the required documents and fees to the Inland Revenue Department for application for the “Notice of No Objection to a Company Being Deregistered”
- AsiaBC submits the required documents and fees to Companies Registry for application.
- The application will be processed and approved by Companies Registry within 6 months.
For details of the procedure about Hong Kong company deregistration, please refer to our “Guide to Hong Kong – Introduction of Hong Kong Company Deregistration“
Hong Kong Registered Office Address, Virtual Office
Rent them from AsiaBC, we can help.
Please refer to Business Centre Services for Registered Office Address and Virtual Office in Hong Kong.
Branch, Representative Office, Subsidiary Office Registration in Hong Kong
For oversea entrepreneur to start businss in Hong Kong.
The registration of Hong Kong representative office, subsidiary, and branch are always referred as the business vehicles for oversea entrepreneur to run business in Hong Kong.
In fact, these are not.
For oversea business, firstly we recommend reading our “Guide to Hong Kong”. Firstly, understanding Hong Kong, then take a look to the available business vehicle in Hong Kong, and comparison between Hong Kong representative office, subsidiary, and branch.
We recommend you to visit our “Business Guide to Hong Kong” section for more details about doing business in Hong Kong.
Or, you can directly visit our “Services” especially the detailed information on how to setup and operate a business entity in Hong Kong for the quote of our one-stop company formation services.