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Hong Kong Public Company Incorporation Services and Fees

Hong Kong Public Company Incorporation Services and Fees

Unless otherwise indicated, the Hong Kong public company stated in this fees schedule refers to a public company limited by shares formed and incorporated in Hong Kong in accordance with the Hong Kong Companies Ordinance. This fees schedule applies to companies to be registered during the period from 1 January 2020 to 31 March 2021.

Our fees for handling the registration of a public company limited by shares in Hong Kong are USD780. The fees quoted include our professional registration service and the payment of official filing fee and first year business registration fee to the Hong Kong Government.

For the purpose of registering  a public company in Hong Kong, you will need to provide us with the proposed name, the amount of registered capital, identity proof, such as Hong Kong identity card or passport or Certificate of Incorporation, and address proof, such as utility bill or address of registered office, of each person who will be the shareholder and director.

The registration of a public company in Hong Kong normally takes around 8 working days, after we receive duly signed incorporation documents from you.

In addition to the registration service, Kaizen can also provide registered office, company secretary and designated representative services. Kaizen can also assist client to open a corporate account in Hong Kong or Singapore. Our fees for these services are stated in Section 2 of the fees schedule.

Unless otherwise instructed by the client, Kaizen will use the standard Articles of Association produced by the Company Registry to register the company. Kaizen can tailor make the Articles of Association in accordance with client抯 requirements. Our fee for this service will be quoted upon request.

If the business to be carried out in Hong Kong is regulated business and requires extra licence or permit, we can help apply for such licence or permit and our fees will be quoted upon request.

1.
Hong Kong Public Company Registration Fees and Scope of Services

Our fee for handling the registration of a public company limited by shares with the standard Articles of Association in Hong Kong is USD780. In particular, our fees cover the following services:
(1) Answering your questions regarding the registration of public company in Hong Kong and providing suggestions, if appropriate;
(2) Name availability check;
(3) Preparation of Articles of Association (unless otherwise specified by client, standard Articles of Association will be used) and other incorporation documents;
(4) Submit the incorporation documents to the Companies Registry;
(5) Preparation of compliance corporate kit, including corporate stamps, share certificates, registers and minutes book;
(6) Minutes of first board meeting/Written resolution;
(7) Payment of first year business registration fee;
(8)
Payment of official registration fee.

Note:

  • The fees stated are exclusive of delivery charge, if any.
  • The fee quoted above already accounted for the waive of business registration of HKD2,000 during the period from 1 April 2020 to 31 March 2021 (only levy of HKD250 is to be paid).
  • The fee quoted above includes the business registration fee for a one-year validity period of business registration certificate. Client can choose to have the business registration certificate with a validity period of 3 years with the payment of the difference fee between the two certificates.
  • The fee quoted above applies to adopting the standard Articles of Association for public company. Kaizen can draft the Articles of Association to meet the specific needs of client at additional costs.

2. Optional Services

In additional to company registration, we also provide the following related services to supplement the registration of your Hong Kong company.

No.


Services


Fee (USD)


1


Acting as Company Secretary, per annum (Note 1)


600


2


Registered Office address, per annum (Note 2)


450


3


Acting as Designated Representative, per annum (Note 3)


260


4


CPA certification of incorporation documents (Note 4)


100


5


Bank account introductory services


800


6


Certificate of Continuing Registration


100


7


Notarisation or legalisation of corporate documents (Note 5)


TBA



Note:
(1)
A Hong Kong company is required by the Companies Ordinance to appoint a local resident or resident company to act as its company secretary. Kaizen can provide this service for a fee of USD600 per annum. Our fees include:

(a)
Companies Registry (CR) Compliance Alert & Reminders;

(b)
Named Company Secretary registered with CR for 12 months;

(c)
Updating and maintenance of statutory records, including the register of member and directors, register of charges and share transfer register;

(d)
Preparation and filing of Annual Return


Kaizen抯 duties, as company secretary, are limited to those listed above only. General secretarial services, including transfer of shareholder, change of director, increase of share capital and preparation of minuets are to be charged separately.

(2)
A Hong Kong registered company is required to have a Hong Kong street address as its registered office. Kaizen can provide this service for a fee of USD450 per annum. The address provided by Kaizen can be used for both the registration of your company and receiving mails from the Hong Kong Government and your business partners.

Two options for handling incoming letters:


(a)
Kaizen will open, scan the mails received, and send the scanned copies to your designated email account once a month. The paper letters will be destroyed one month after the date the scanned mails are sent to you.

(b)
Kaizen will forward mails received to the address designated by you once a month. Actual postage will be charged separately.


Kaizen will take option 1 by default if no instruction has been received from you during incorporation. If mails are to be scanned and forwarded immediately, a handling fee of USD10 per batch/time will be charged.

(3)
Kaizen will act as the designated representative of your Hong Kong company. The responsibilities of the designated representative include updating and maintaining the Significant Controller Register and liaison and providing assistance relating to the company抯 SCR to a law enforcement officer.

(4)
Kaizen will provide assistance to open a corporate bank account with a bank in Hong Kong for your Hong Kong company, including preparation of certified incorporation documents as required by the bank, reviewing of bank account application documents prepared by client and liaison with the bank in respect of the bank account application. Please note the bank requires at least a director to visit their Hong Kong branch personally for the purpose of due diligence. It should also be emphasised that our role is limited to providing assistance and it is the sole discretion of the bank to decide whether to open the bank account or not. We do not assume any reliability should the bank decides not to open the bank account for you.

(5)
Kaizen can arrange to have the registration documents notarisation by Notary Public and legalisation by the consulate general and designed attesting officers in Hong Kong. Our fees for these services will be quoted upon request.

3. Payment Terms and Methods

Upon receipt of your confirmation of engagement, we will issue an invoice and email it together with the detailed wire instructions to you for your settlement. When you are initiating a transfer/wire, please mark our invoice or account number in the message section of the remittance receipt and email a copy of the same to us for our records. Because of the nature of services, we require full payment in advance. In addition, once service is commenced, no service fees will be refunded.

We currently only accept check, cash or TT and credit card payment through PayPal. If invoice is settled by PayPal, an extra 5% service fee will be charged.

4. Basic Requirements of a Public Company in Hong Kong

The minimum requirements of a Hong Kong public company are as follows:
  • At least one shareholder, two directors, one company secretary and one registered office address;
  • Shareholder can be natural person or corporation and no restrictions on nationality;
  • Directors must be natural person and no restrictions on nationality;
  • Company secretary can be a Hong Kong resident or company; director can act as company secretary;
  • A designated representative who must be a Hong Kong resident;
  • Minimum issued capital of HKD1. Unless otherwise instructed, Kaizen will register your Hong Kong public company with a issued capital of HKD10,000.
  • Registered office must be located in Hong Kong

5.
Hong Kong Public Company Registration Procedures and Timeline

When you engage Kaizen to incorporate your Hong Kong company, please follow the procedures described below. The whole process for the registration of a public company (limited by shares) in Hong Kong can take up to 8 working days. The number of days is counted from the date Kaizen receives the duly signed the incorporation documents.

Step


Description


Time


1


Client places an order for incorporation with Kaizen and provide the documents and information listed in Section 5 to Kaizen by email or fax or post.


Client抯 schedule


2


Client arranges to have the identification documents of the shareholder(s) and director(s) certified by Kaizen or other attesting officers.


Client抯 schedule


3


Kaizen performs a name availability search in the Register of Companies maintained by the Hong Kong Companies Registry and confirm with clients whether the proposed company name(s) is/are available for registration or not


Day 1


4


After confirmation of the availability of the proposed name, Kaizen then prepares incorporation documents and then arranges to have the documents signed by the directors and shareholders and the witness


Day 1


5


Kaizen delivers the incorporation documents to client by email or post (whichever way as preferred by client)


Day 1


6


Client signs the incorporation documents and return the duly signed documents to Kaizen.


Day 2


7


Kaizen then files duly signed incorporation documents with the Companies Registrar for registration


Day 2


8


The Companies Registry issues the Certificate of Incorporation (CoI) and the Business Registration Office issues the business registration certificate. Please note that in the case where the shareholder of the new company is a company registered outside Hong Kong, it will take 4 to 5 working days for the CR to issue the CoI.


Day 6


9


Kaizen now proceeds to place an order for manufacturing of company stamps and printing of Articles of Association (the whole set of documents together is known as company kit)


Day 6


10


Kaizen arranges to deliver to you the Company Kit. The whole registration process is then completed


Day 7



Note: The Companies Registry normally takes 4 to 5 working days to issue the Certificate of Incorporation of a public company.

6. Materials Required for Company Incorporation

Client needs to prepare and provide the following documents and information to Kaizen:
(1)
One photocopy of passport (or identity card for Hong Kong resident) and residential addresses proof (such as utility bill or telephone bill) in respect of each shareholder; if shareholder is another corporation, please provide Certificate of Incorporation and registered office, and the passport and address proof in respect of each person holding more than 10% of the shares in that company;
(2) One photocopy of passport (or identity card for Hong Kong resident) and residential addresses proof (such as utility bill or telephone bill) in respect of each director;
(3) The identity and residential address proof of the person to be appointed as the company secretary and designated representative of the new company, if Kaizen is not being engaged to provide these services;
(4) A duly completed incorporation order form (including 揔now Your Client?due diligence form) (to be provided by Kaizen).

In accordance with the Companies Ordinance, Kaizen, being a professional accounting firm and a licenced Trust and Corporate Services Provider, is required to perform certain 搆now your client?due diligence requirements. One of the measures required is to verify the identity documents of the shareholder and director of the company provided by you. The identity and residential address proof documents of the shareholders and directors need to be certified by Kaizen抯 staff or a CPA or lawyer or attesting officer.

7. Registration Documents Returned

After the company is officially registered, Kaizen will return the following documents and materials to you for retention:
(1)
Original copy of Certificate of Incorporation;
(2)
Original copy of Business Registration Certificate;
(3)
10 printed copy of Articles of Association;
(4)
10 copies of blank share certificate;
(5)
One statutory book (members register, directors register and share register);
(6)
Two company stamps;
(7)
A Significant Controller Register;
(8)
A copy of documents filed with Companies Registry and one duly completed share certificate for each of the shareholders.

We can arrange to have the registration documents of your Hong Kong company notarisation by a Notary Public or legalised by a consulate general or attesting officers designed in Hong Kong by a foreign government. Our fees for these services will be quoted upon request.

8.
Annual Maintenance

After a company is officially registered in Hong Kong, it is required to comply with various compliance requirements imposed by mainly the Companies Ordinance and Inland Revenue Ordinance, such as holding annual general meeting, updating books of accounts, auditing of financial statements and filing of tax returns. The fees listed in table below represent the minimum maintenance costs, assuming you engaged kaizen to provides these services, that the owner of a Hong Kong company should budget for and are provided as a reference only and the actual costs could be higher.

Item


Description


Amount (HKD)


Annual Compliance Requirements with Fixed Fees


1


Annual Return Filing Fee


18


2


Business Registration Certificate renewal fee


33


3


Provision of Company Secretary


600


4


Provision of Registered Office


450


5


Provision of Designated Representative


260


6


Annual General Meeting


260



Subtotal:


1,621


Annual Compliance Requirements with Variable Fees


7


Updating books of accounts (assuming a monthly fee of USD100 is to be charged)


1,200


8


Financial statements statutory audit (assuming trading company with a turnover of less than USD650,000)


1,500


9


Tax computation and filing of profits tax return


300


10


Filing of Employer抯 Return (per employee)


85



Sub-total:


3,135 up



TOTAL:


4,756 up



For a more detailed description of the compliance requirements and the related costs, please refer to our another memorandum titled "Hong Kong Public Company Compliance and Maintenance Guide".


If you wish to obtain more information or assistance, please visit the official website of Kaizen CPA Limited at www.kaizencpa.com or contact us through the following and talk to our professionals:
Email: info@kaizencpa.com
Tel: +852 2341 1444
Mobile : +852 5616 4140, +86 152 1943 4614
WhatsApp/ Line/ Wechat: +852 5616 4140
Skype: kaizencpa

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