Incorporation of a Company Limited by Shares
Company Limited by Shares
A company limited by shares (CLS) is a type of company that is incorporated in Hong Kong. CLSs are the most common type of company in Hong Kong, and they are used by a wide range of businesses, from small startups to large multinational corporations.
CLSs are characterized by the fact that their members, or shareholders, are only liable for the company's debts up to the amount of their investment. This means that if the company goes bankrupt, the shareholders' personal assets are not at risk.
CLSs are also required to have a board of directors, who are responsible for the management of the company. The board of directors must consist of at least one director, and every private company must have at least one director who is a natural person.
Here is one of the benefits of incorporating a company:
Limited liability: The shareholders of a company are only liable for the company's debts up to the amount of their investment. This means that they are not personally liable for the company's debts, even if the company goes bankrupt.
The liability of the members is stipulated by the company's articles of association as the unpaid amount paid on the shares held by them.
Here are some of the benefits of incorporating in Hong Kong:
Ease of doing business: Hong Kong is a well-regulated and business-friendly jurisdiction. This makes it easy to set up and operate a company in Hong Kong.
International reputation: Hong Kong is a well-respected international financial center. This can give your company a good reputation and make it easier to attract investors and partners.
If you are considering incorporating a CLS in Hong Kong, speak to Bestar to learn more about the requirements and benefits of this process.
How to Register a New Company in Hong Kong
The process of incorporating a CLS in Hong Kong is relatively simple and straightforward.
Here are the steps on how to incorporate a company limited by shares in Hong Kong:
Choose a company name. The company name must be unique and not already in use by another company. You can check the availability of a company name through the Companies Registry website.
File a name search. You can file a name search with the Companies Registry to check if the name you have chosen is available. You can do this online or by submitting a paper application.
Prepare the incorporation documents. The incorporation document includes the articles of association. The articles of association is a legal document that sets out the company's name, objects, the liability of its members, and the company's internal rules and regulations, such as its management structure, voting rights, and procedures for winding up the company.
Appoint directors and secretary. The company must have at least one director and a company secretary. Every private company must have at least one director who is a natural person. The secretary must be a natural person who is resident in Hong Kong.
File the incorporation documents with the Companies Registry. The incorporation documents must be filed with the Companies Registry along with a registration fee.
Obtain a business registration certificate. Once the company is incorporated, you will need to obtain a business registration certificate from the Inland Revenue Department.
Once the incorporation documents have been filed, the company will be incorporated and will be issued a certificate of incorporation. The certificate of incorporation is a legal document that confirms that the company has been incorporated and that it is a legal entity.
1. Choose the proposed name of company
Select the company name.
English Company Name
Chinese Company Name
Company names that are the same as those appearing in the index of company names maintained by the Registrar of Companies ("the Registrar") will be rejected. The company name search can be done for free through the Cyber Search Centre or the Company Search Mobile Service. Use the "Exact Name Search" mode and enter the complete and accurate company name you intend to register (using traditional Chinese characters as the Chinese name).
Do not use company names that may infringe the intellectual property rights ("IPR") of third parties. In Hong Kong or elsewhere, infringement of the intellectual property rights of others may be subject to criminal or civil sanctions. You should also search in the Trademark Register maintained by the Intellectual Property Department (http://ipsearch.ipd.gov.hk).
2. Proposed address of the company's registered office in Hong Kong
The registered office must be situated in Hong Kong.
3. Email address
4. Requirements of directors of company
A private limited company must have at least one director who is a natural person (i.e. an individual). The sole director of a private company cannot act as the company secretary of the same company. Besides, a private company having only one director must not have a body corporate as its company secretary if the sole director of that body corporate is also the sole director of the private company.
A non-Hong Kong resident can be appointed as a director of a company.
So long as the private company is not a member of a group of companies of which a listed company is a member, a body corporate can act or be appointed as its director. However, every private company must have at least one director who is a natural person to enhance transparency and accountability.
A. Director (natural person)
Name in Chinese,
Name in English,
Residential Address,
Email Address,
Identification (Hong Kong Identity Card Number, Passport)
B. Director (body corporate)
Name in Chinese,
Name in English,
Address,
Email Address,
Company Number (Only applicable to body corporate registered in Hong Kong)
5. Requirements of company secretary of company
A private limited company must have a company secretary. If the company secretary is a natural person, he or she must ordinarily reside in Hong Kong. If the company secretary is a body corporate, the address of its registered or principal office should be in Hong Kong.
Company secretaries who are natural persons are only required to report their correspondence addresses to the Registrar of Companies instead of their usual residential addresses.
A. Company secretary (natural person)
Name in Chinese, Name in English,
Hong Kong Correspondence Address,
Email Address,
Hong Kong Identity Card Number,
Passport
B. Company secretary (body corporate)
Name in Chinese,
Name in English,
Hong Kong Address,
Email Address,
Company Number
6. Founder members
A company shall be formed by at least one founder member.
Name in Chinese,
Name in English,
Address, Share Capital to be Subscribed,
Class of Shares (e.g. Ordinary/Preference etc.),
Total Number,
Currency,
Total Amount
7. Share capital / Shares
Nominal value (also known as "par value") of shares is the minimum price at which shares can generally be issued. All companies having a share capital adopt a mandatory system of no-par and not the concept of par value for all shares.
There is no requirement for the number of shares proposed to be issued. The articles of a company with a share capital may state the maximum number of shares that the company may issue.
There is no requirement on the minimum amount of a company's paid-up capital.
Share Capital and Initial Shareholdings on the Company’s Formation
Class of Shares (e.g. Ordinary/Preference etc.),
Total Number of Shares Proposed to be Issued,
Currency,
Total Amount of Share Capital to be Subscribed by Founder Members,
Total Amount to be Paid Up or to be Regarded as Paid Up on the Shares Proposed to be Issued,
Total Amount to Remain Unpaid or to be Regarded as Unpaid on the Shares Proposed to be Issued
7A. Particulars of rights attached to shares (only applicable to company issuing more than 1 class of shares)
particulars of Rights Attached (Including voting rights;
rights to participate in a distribution as respects dividends;
rights to participate in a distribution as respects capital;
whether the shares are redeemable etc.)
Here are some of the documents you will need to incorporate a company in Hong Kong:
Articles of association
Directors' consent forms
Company secretary's consent form
Proof of identity for each director and secretary
Proof of address for each director and secretary
Registration fee
Step 1 – Deliver application
Provide the following documents electronically through the "e-Registry" or "CR eFiling" mobile app:
The registrability of a company name can only be confirmed after the Company Registry has processed the registration application. If the proposed company name is incorrect or cannot be registered, the application may be rejected and the lodgment fee paid will not be refunded.
If the founder member who signed the incorporation form is also a director, he/she should sign "Consent to Act as Director" on the form. Other directors can either sign the Consent statement in the form or submit a Form NNC3 "Consent to Act as First Director" within 15 days after the date of incorporation of the company (“the prescribed time period”).
Step 2 – Collect Certificates
If the application is approved, please download or collect the Certificate of Incorporation and Business Registration Certificate (hereinafter referred to as "the Certificates"). The Certificates will be issued in electronic form.
The E-Certificate of a private company limited by shares is usually issued within one hour. An email notification for downloading the Certificate will be sent to the message box and the registered email address of the registered user of the application.
Step 3 – Obtain other permits or licences
Please visit the website of the Trade and Industry Department to obtain other licences, permits, certificates and approvals related to Hong Kong's import and export business and other businesses
Any application for company incorporation will include a simultaneous application for business registration.
Fees
Here is a breakdown of the fees for incorporating a private company limited by shares in Hong Kong:
Incorporation Application Fee | HK$ |
If delivered in electronic form (If unsuccessful, an application for the refund of HK$1,280 may be made) | 1,545 |
If delivered in hard copy form (If unsuccessful, an application for the refund of HK$1,425 may be made) | 1,720 |
Business Registration Certificate Fee and Levy | HK$ |
1-year certificate | Fee HK$2,200 + Levy HK$0 = Total HK$2,200 |
3-year certificate | Fee HK$5,720 + Levy HK$150 = Total $5,870 |
Incorporate a Company in Hong Kong
How Bestar can Help
Bestar is a corporate services provider that can help you with the entire incorporation process for a company in Hong Kong. We can help you with the following:
Choosing a name: Bestar can help you choose a name for your company that is available and meets the requirements of the Companies Registry.
Creating the incorporation documents: Bestar can help you create the memorandum of association and articles of association for your company. They can also provide you with legal advice on the contents of these documents.
Filing the incorporation documents: Bestar can file the incorporation documents with the Companies Registry on your behalf. We can also help you pay the registration fee.
Obtaining a business registration certificate: Bestar can help you obtain a business registration certificate from the Inland Revenue Department.
In addition to these services, Bestar can also provide you with ongoing support for your company, such as:
Corporate secretarial services: Bestar can provide you with corporate secretarial services, such as maintaining your company's records and filing annual returns.
Tax advice: Bestar can provide you with tax advice on your company.
Business advice: Bestar can provide you with business advice on your company, such as helping you with fundraising.
If you are considering incorporating a company in Hong Kong, contact Bestar to learn more about our services.
Here are some of the benefits of using Bestar to help you incorporate a company in Hong Kong:
Expertise: Bestar has a team of experienced professionals who can help you understand the requirements and ensure that your application is complete and accurate.
Convenience: Bestar can help you with the entire incorporation process, from choosing a name to filing the paperwork. This can save you time and effort.
Peace of mind: Bestar can provide you with ongoing support for your company, such as corporate secretarial services and tax advice. This can give you peace of mind knowing that your company is in good hands.
For setting up a company in Hong Kong, please contact us.
If you are considering incorporating a company in Hong Kong, speak to Bestar to learn more about the requirements and benefits of this process.
Bestar's fees: We charge the following fees to help you incorporate your company:
Company incorporation HK$4,600 (includes application fee and company secretarial fee of HK$2,100)
Registered office address HK$1,800 yearly
Business registration HK$2,200
HK$8,600 in total
The total cost of incorporating a company in Hong Kong can vary depending on the number of members, and the complexity of the incorporation documents.
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