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Company
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Nominees and their uses


Hong Kong
 
Why choose Hong Kong?
Requirements
A company secretary is required to do the following
Nominee Directors and shareholders services
Procedures
Bank Accounts
Operating bank accounts
Sample bank reference
Quotation of forming a private limited company in Hong Kong
Operating bank accounts
 

Why Choose Hong Kong (HK) ?

Hong Kong offers a number of benefits. The basic legal system is based on Common Law and the territory offers a wide range of banking facilities. HK, being an international finance centre has branches all over the world. HK banks only require a passport copy and the address of the client to comply with the HK law, which also requires that no HK banks can disclose their clients' details to anyone without their permission.

We recommend clients to open bank accounts with a major international bank in HK although other options with smaller local banks are available.

Well-established Legal System
HK has a well-established legal system which is based on English Law.

Genuine Trading
HK has a lot of very varied trading activities. Therefore an offshore company with a HK correspondence address will have an advantage over those without a HK correspondence address.

No Exchange Control
HK has no exchange controls. Money can be deposited, withdrawn or transferred out of a HK bank account freely without paying any taxes, including withholding taxes.

Confidentiality
All banks in HK are under the HK law prohibited from disclosing any customer's information to third parties without the customer's prior consent, except if the customer is suspected of money laundering, a serious criminal offence, or the HK Inland Revenue Department suspects that he/she has evaded HK taxes (not taxes in other countries). Further the HK Inland Revenue Department is not allowed by HK law to disclose any information to outside authorities including local (HK) or overseas governments.

Excellent Communication
We can arrange mail forwarding services & telephone/fax service (with or without dedicated telephone line & answering in your company name) with all voice/fax messages sent to you by email. A HK company provides a HK voicemail number for recording of telephone messages and receiving fax at US$25 per month. All voice and fax messages will be automatically forwarded to your designated email address. Web hosting can also be arranged.

Simple Procedures
Formation procedures for offshore companies are simple. There is no need to come to HK for company formation or opening of HK bank accounts, and the bank accounts can be operated overseas without coming to HK using internet banking.

Requirements
It is easy to form a limited company incorporated in Hong Kong (HK). There are almost no restrictions provided that there are no existing HK companies with identical names and no well known companies with similar names. It requires at least two directors and two shareholders, a resident company secretary and a HK registered office. However, none of the directors nor shareholders are required to be HK residents. Offshore Innovations can provide the services of a HK resident company secretary and registered office. Further, a HK company's name must end with the word "Limited", but is not required to contain the words "Hong Kong".

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A company secretary is required to do the following

  • preparing minutes of a board meeting convening an annual general meeting;

  • preparing a notice of an annual general meeting;

  • preparing minutes of an annual general meeting;

  • preparing an annual return and submitting the same to the Companies Registry:

  • ensuring that the requirements of the Companies Ordinance are properly complied with based on the information provided by the directors.

Further, a HK company is required to submit audited accounts to the Inland Revenue Department every year, except for the first audited accounts which can be submitted within eighteen months. Its financial year end date can be fixed at any date in a year. The commonly used year end dates in Hong Kong are 31 March and 31 December.

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Nominee Directors & Shareholders Services

We can arrange nominees to appear as the registered shareholders and directors of clients' companies holding the companies' shares on trust for clients. Therefore no one, except the HK Inland Revenue Department (IRD), can find out that the companies are actually owned by yourself, and the IRD have a statutory duty not to disclose any information to any one, so everything is secure in that vital area!

Our clients' interest in the companies is protected by documents called "Declaration of Trust", which are duly signed by the agent and stamped by the IRD.

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Procedures

  1. A client should fill in and submit to us the Formation Form for providing the details of proposed company name, shareholders, directors, secretary and registered office. Then we will check and confirm if the name is available within two to three working days.
  2. We shall prepare all the documents for incorporating a company, including Memorandum and Articles of Association, appointment of first directors and secretary, notice of registered office and application for business registration certificate.
  3. The client will sign all the documents (but not dating any) and return the same back to our Hong Kong agent.
  4. We shall arrange the filing of the documents to the Companies Registry and apply for business registration certificate.
  5. After obtaining the business registration certificate from the Inland Revenue Department, the documents (including chops and certified true copies) will be sent to the client, and then the company can be used.
  6. 6. The procedures are usually completed within two weeks (excluding the courier delivery time of the document).

 


Bank Accounts

Requirements

  • One director must come to HK. All other directors, shareholders & bank authorized signatories may come to Hong Kong or go to their branch/subsidiary in any country (except for Taiwan and China), so that they can witness their signatures and verify their passport copies.
  • All directors and shareholders are required to provide address proof (e.g. original water/telephone bill or bank statement issued within 2 months).
  • You need to write some brief description about the nature of business, countries of operations, suppliers and customers, forecast turnover and some brief business background of the directors/shareholders in that industry. You may sometimes also need to provide an invoice/contract for sales/purchase and a business brochure for an existing company with documents to prove that you are a shareholder/director.

    Hang Seng Bank www.hangseng.com (member of HSBC Group and using the same internet banking system)
  • All directors, shareholders & bank authorized signatories must come to Hong Kong or go to a branch/subsidiary of Hang Seng Bank or HSBC so that they can witness their signatures and verify their passport copies.

    Standard Chartered Bank www.standardchartered.com/global/index.html
  • All directors, shareholders & bank authorized signatories need to provide address proof, e.g. original water/telephone bill, bank statement issued within 2 months. If any address proof is not in English or Chinese, you are required to have a local lawyer to translate it into English and certify its English version.
  • All directors, shareholders & bank authorized signatories need to come to Hong Kong or go to their branch/subsidiary (not representative office) in any country (except for Taiwan and China), so that they can witness their signatures and verify their passport copies. You can find the addresses of their branches at www.standardchartered.com/global/home/globalbranch_content.html

    DBS Bank www.dbs.com
  • At least one director & bank authorized signatories must come to Hong Kong. The other directors, shareholders & bank authorized signatories may go to their branch/subsidiary in Asia (not all branches can do this).
  • All directors, shareholders & bank authorized signatories need to provide address proof, e.g. original water/telephone bill, bank statement issued within 2 months.
  • Business proof may be required, e.g. some documents of an existing company to prove business, e.g. a couple invoices/contracts for sales/purchase for the new company or an existing company with same business with documents to prove that you are a shareholder/director.

We will assist our clients to open bank accounts with one bank only.



Operating Bank Accounts

Bank accounts in HK can be operated outside HK in the following ways :

a. Phone Banking Service/Internet Banking Service

Phone Banking Service/Internet Banking Service All the above 4 banks provide Internet Banking Service, by which you can use Internet to assess your bank accounts for making balance enquiries and transfers. There is no limit for making transfers for Standard Chartered Bank or DBA Bank, but the maximum limit for transfers is HK$3,000,000 per day for HSBC and Hang Seng Bank. Standard Chartered Bank has a set up fee of HK$800 and a monthly fee of about HK$200 to HK$300. For the other 3 banks, the bank charge is only several hundred HK$ per annum without a set up fee.

b. ATM Card

You can use their ATM card to withdraw money from the Company's bank accounts using any specified ATM machines ("Cirrus" for Standard Chartered Bank and "Plus" for HSBC, Hang Seng Bank and DBS) in the world. There will be a bank charge for each transaction and some exchange loss.

Taxation
In HK, there is no tax charge on fund transfers between bank accounts, including deposits and withdrawal.

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Sample bank reference letter

TO BE PROVIDED ON BANK'S LETTERHEAD

RE : PERSON'S NAME

We would advise that *Person's Name* had maintained a *Saving/Current* Account with our Office since *Date* (must be more than one year).

The bank account has been conducted in a satisfactory manner. (for Bank of East Asia only)

My authorization code number is *Authorization Code Number*

We give the foregoing information without any responsibility on the part of the Bank or any of its officers

Yours faithfully,

Banker

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Quotation of Forming a Private Limited Company in Hong Kong

Service Fees:
· Incorporation Service £295 $595 €420
· 10 Copies of memorandum and articles of association (M&A) ;
· Company Kit (minute book, share certificate, statutory register book);
· Common seal made of metal;
· Company rubber stamp;
· Application for business registration certificate;
· Acting as company secretary for 1 year £295 $595 €420
· Filing of all necessary returns to the government and companies registry;
· Handling of change of company particulars including address, directors, charges, debentures, share capital;
· Provision of registered office address for 1 year £350 $695 €499
· Fees exclude all courier charges by DHL, etc.

 

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Government Fees

Government Fees:
· Business registration certificate for 1 year £55 $110 €78.50
· Certificate of incorporation £175 $350 €250
· Declaration fee (We include this in our fees)
· Capital duty (We include this in our fees)

 

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Total Fees

Total Fees Payable £1170 $2350 €1675
If you require an internet domain registration to accompany the formation click here to check for availabilty of a .com.hk domain name or here for any other domain

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