PENA LIMITED HONG KONG

FREQUENTLY ASKED QUESTIONS AND PROCESS


Feel free to contact us for any questions if answer in not in our frequently asked questions section.


Hong Kong Company Incorporation

COMPANY INCORPORATION PROCESS

Please take a few minutes to complete our incorporation form by providing your intended company name, provide brief details of your intended business activity and provide the name and address of the shareholder and director.

We will review your incorporation form, clarify any issues with you and provide a written fee quote together with our bank account details for your payment to incorporate your company.

We will prepare the incorporation documents Form NNC1 (Incorporation Form) and Articles of Association for your signature upon receipt of your payment. The incorporation documents can be signed at our office if you are in Hong Kong. If you are overseas we will email the incorporation documents to you for your signature and you will need to courier the original signed documents to us for submission to the Companies Registry.

We will submit the original signed Form NNC1 (Incorporation Form) and Articles of Association to the Companies Registry. Your company will be incorporated within 5 to 6 working days after submission of the documents to the Companies Registry. The Companies Registry also offer an Express Incorporation Service whereby your company can be incorporated within 1 working day for an additional cost.

You can now commence the process to open a company bank account with a Hong Kong bank or with an offshore bank.

HOW LONG WILL IT TAKE FOR THE COMPANY TO BE OPERATIONAL

If you are living overseas we suggest to incorporate your company and arrange your bank account opening meeting before visiting Hong Kong as it usually takes around 2 to 3 weeks to complete the company incorporation and for the bank to confirm your account opening meeting. The advantage of proceeding on this basis is you will have a confirmed bank meeting before travelling to Hong Kong meaning you will only need to spend 1 or 2 days in Hong Kong to meet with ourselves and the bank. If you plan to visit Hong Kong within the next 2 weeks we suggest you contact us as soon as possible in order we can advise you how best to proceed.

If you are living in Hong Kong and visit our office to sign the company incorporation documents your company will be incorporated and ready to use within 5 to 6 working days or within 1 working day if you use the Express Incorporation Service. Once your company has been incorporated you can then start to liaise with the bank to open a bank account.

What are the basic requirements for incorporation of a Limited Company in Hong Kong?

Basic requirements for incorporation of a Limited Company in Hong Kong are : at least one shareholder and director above 18 years of any nationality + Hong Kong office registered address + Hong Kong resident or professional company as statutory secretary of the Company + Hong Kong Significant Controllers Register storage + a minimum share capital of HKD1 (usually HKD 10,000 is common registered capital for Hong Kong Private Limited companies).

Are non-Hong Kong residents able to incorporate a Hong Kong Company?

Non-Hong Kong residents are able to incorporate a Hong Kong Company as Hong Kong Companies Ordinance has no limitation on the nationality of shareholder and director, nor Hong Kong residency requirement.

How long does the incorporation process of a Hong Kong Company take?

Hong Kong Companies registry processing time is usually 5 working days.

Which languages can be used to name the company?

A company name may be in English or Traditional Chinese characters. A company may adopt an English name and a Chinese name. A company name with a combination of English letters and Chinese characters is not acceptable. Hong Kong private limited company's name always end by "LIMITED". Company name can be changed after incorporation. Please refer to the Guideline on Registration of Company Names for Hong Kong Companies (pdf format) for details.

What documents are needed to set up a company in Hong Kong?

In order to set up a Hong Kong company you will need to :

  • complete all sections of our incorporation form;
  • provide a copy of each shareholders and each directors passport;
  • provide a copy of a utility bill or bank statement dated within the last 60 days showing each shareholders and each directors current residential address.

Is the scope of business written on the business registration certificate posing any restriction to business of the company?

No, business registration certificate does not restrict the scope of business of the company which refers to main business activities of the company, business registration certificate will not restrict the expansion of other business of the company.

Are obligation incurred by Limited Company limited by shares in authorized capital or issued shares?

Hong Kong Private Limited Company incurs obligation on only the issued shares, there is no obligation on un-issued shares.

When will a new Limited Company be listed in Companies Registry?

Usually, the record can be found on the Companies Registry after few hours from the date of complete incorporation.

Is the information of director and shareholder of the company available publicly? What are the reporting requirements for director and shareholder of a Hong Kong limited company?

Yes. Information about company directors and shareholders is public information according to Hong Kong Company Ordinance. It is mandatory to file details of the company directors and shareholders with the Companies Registry when you incorporate a Hong Kong company.

All information of limited company registered in Hong Kong, including names, addresses and shareholding percentage of shareholders and names, ID card numbers or passport numbers and addresses, shall be available to the public. If the information of shareholders and directors want to be kept confidentially, Nominee Director and Nominee Shareholder service shall be considered.

Can a person take the position of shareholder and director at the same time of the same company?

Yes. The shareholder and director of the company can be the same person. Minimum one shareholder and one director that can be the same people and maximum 50 directors/shareholders.

What is the role of directors?

Directors rights and obligations are as follows:

  • To take charge of ordinary operations and decisions of the company;
  • To keep accounting book and business record;
  • To take charge of bank account management;
  • To secure the loan borrowed with the company's property;
  • To propose profits distribution scheme;
  • To propose authorized capital increase scheme;
  • To convene meetings of shareholders;
  • To execute resolutions passed at meetings of shareholders.

What is the role of shareholders?

Shareholders rights and obligations are as follows:

  • To take part in meetings of shareholders, and entitled to voting power in proportion of shareholding;
  • To understand the operating and financial conditions of the company;
  • To elect and to be elected as members of Board of Directors;
  • To obtain dividends;
  • To pre-empt shares transferred by other shareholders;
  • To subscribe in priority the shares newly issued by the company;
  • To have distribution from the remaining property after liquidation of the company;
  • The meeting of shareholders shall consider and pass the annual auditors report;
  • To employ or dismiss directors in shareholders meetings and determine directors remuneration.

Is Company Secretary mandatory?

According to the Hong Kong Companies Ordinance, limited company shall appoint a Company Secretary (i.e. Statutory Secretary) that is either Hong Kong resident over 18 years old for a person, or TCSP Licensed limited company registered in Hong Kong for corporate entity.

Is a Hong Kong Company required to maintain and provide the government for a Hong Kong address?

Yes. Company to be registered in Hong Kong needs a Hong Kong registered address. All of the government letters will be posted to this address after registration.

Hong Kong Company Bank Account Opening

Can non-Hong Kong resident operate bank account of a Hong Kong company?

Yes. Hong Kong banks does not impose restriction of nationality of bank account owners and account operators. They must be the owner of valid passport or travel permit and ID card. UN and OFAC santionned countries citizens or resident will be declined for account opening approval until further notice. You must inquire about High Risk countries for each bank to avoid automatic refusal.

Must company bank account be operated by shareholders or directors?

No. The operation of account can be delegated to third party through delegation, but Beneficial Owner and director will be legaly responsible of account management.

Can directors of a company process the bank account opening remotely?

No. Hong Kong Bank Ordinance makes mandatory for all Director(s)/Shareholder(s) holding 10% or more shares/Beneficial Owner(s) and Nominee(s) to come to Hong Kong for corporate bank account opening meeting.

Is there any cash flow or currency exchange control by Hong Kong banks?

No. Capital in Hong Kong is freely circulated without any restriction but Anti Money Laudering policies are stictly applied.

Do Hong Kong banks require minimum deposit of a bank account?

Generally, Hong Kong banks require that minimum HKD 50,000 shall be deposited as minimum amount at corporate bank account opening when account opening is approved.

How long is the procesing lead time of bank account opening in Hong Kong?

The processing lead time of bank account opening in Hong Kong is commonly 3 weeks.

What are the document required for opening bank account in Hong Kong?

Bank will generally ask the company to provide the following documents:

  • The original minutes of meetings approving opening of account
  • Certificate of incorporation (copy certified by accountant)
  • Business registration certificate (copy certified by accountant)
  • Notice of appointment of director and company secretary (copy certified by accountant)
  • Articles of Association (copy certified by accountant)
  • ID card/passport of each director and shareholder (copy certified by accountant)
  • Personal address proof of each director and shareholder (copy certified by accountant)

OPEN A COMPANY ACCOUNT IN HONG KONG PROCESS

When applying to open a company bank account in Hong Kong you will need to provide the bank with details of the intended business activity of your new company and details of your business experience which must be related to the intended activity of your new company. All shareholders owning 10% or more of the shares of the new company and a majority of the board of directors must attend a pre-arranged account opening meeting with the bank in Hong Kong.

It usually takes the banks up to 3 working days to complete the pre-approval process and confirm your meeting. It is not possible to open accounts with Hong Kong banks on a walk-in basis and it is also not possible for you to authorise ourselves or any third party to liaise with the bank to arrange your meeting or open an account as the banks will only liaise with the company's owner and director.

Step 1You will need to prepare certified copies of Residential Address proof in English (i.e. Utility bill and / or Bank statement with your name and address which MUST be the same as the residential address you used to incorporate) for each director and shareholder; Business plan & proof (i.e. Ownership Structure Chart, Source of funds, information of products, your client and supplier list, financial forecast, invoice and receipt). and resume (CV) to understand Director/Beneficial Owner background.

Step 2We will provide you with contact details for the bank and a link to the banks website for you to submit your account opening application. You cannot liaise with the bank until your new company has been incorporated as the banks require your new company registration documents before they will consider your account opening application.

Step 3You will need to complete the banks online account opening application which requires you to upload your company registration documents and provide your personal details (HSBC), details of the intended business activity of your new company and details of your business experience. Or we will provide all yours documents in advance directly to bank officer (OCBC Wing Hang Bank/ Bank of East Asia)

Step 4The bank will review your account opening application and will usually contact you within 3 working days to arrange a time for the account opening meeting. The scheduling of the meeting is subject to the banks availability but it is usually possible to attend the meeting with the bank within 1 to 2 weeks of submission of your online application.

Step 5You will need to meet with ourselves at least 1 hour prior to your meeting with the bank to collect the original CPA certified true copies of the company incorporation documents you need to present to the bank.

Step 6You will attend your pre-arranged bank account opening meeting at the bank to explain your intended business activities to the bank and provide the bank with relevant documents to support your intended activities and your business experience. The meeting with the bank usually requires around 1 hour.

Step 7The bank will usually require around 2 to 4 weeks to process your account opening application after the completion of the meeting. If you live overseas it is not necessary for you to stay in Hong Kong during this period as any follow up questions can be dealt with by email directy by yourself.

Step 8The bank will provide you bank account details by email and will request you to transfer funds to activate the account. The bank will send the internet banking device by courier once your funds to activate the account will have been received by the bank.

Important remarks to consider for corporate bank account choice!

Kindly note that Hong Kong banks will usually only open accounts if your new company will be selling to or buying from companies in Asia (preferably Hong Kong or China) or holding investments in Asia. If your company will have no business activity in Asia we suggest to open a bank account with an offshore bank.

It is also important to take the time to ensure you are properly prepared before submitting your account opening application to the banks as failure to provide the required information and documents can lead to delays and possible rejection of the account opening application. We take the opportunity to refer you to our general guide to the account opening requirements for details of the information and documents required.

Please note the banks can change their account opening requirements and account opening process without notice.

Hong Kong Company Audit and taxes requirements

Are Yearly accounting, audit and Profits Tax Return filling by Hong Kong CPA practising accountant mandatory?

Yearly accounting, audit and Profits Tax Return filling by Hong Kong CPA practising accountant is mandatory independently of tax status. Hong Kong is not Offshore but Hong Kong limited company can get same advantages as offshore company: no tax on dividends, no VAT, (no tax on profits realized overseas under territorial principle of taxation if your activity is not linked to Hong Kong territory).

Which annual tax does Hong Kong Company need to pay?

Hong Kong Company needs only to pay Profits Tax every year, which is calculated by 8.25% of the profits for first HKD 2,000,000 (USD 250,000) and 16.5% above. The company without profits needs to pay no Profits Tax.

Are dividends paid to shareholders of a Limited Company taxable?

No. Dividends are not taxable. Therefore, a Limited Company can only pay dividends after profits tax is deducted if any.

When is the end date of a taxation year/accounting year of Hong Kong Company?

Generally, 31 March and 31 December of each year. As a favorable policy to the newly setup companies, they are allowed to take maximum 18 months for its first year's basis period of taxation. Generally, the accounting year ends on 31 March or 31 December. The end date of another month is not limited.

Can the losses of a Hong Kong Company incurred in an accounting year be bough forward to the next year?

Yes. Losses incurred in a taxable year can be carried forward and used to offset the profits of the company in subsequent years.

Can the profits of Hong Kong Company be free from Profits Tax?

Yes. Generally speaking, a company has neither set up an office in Hong Kong nor hired employees in Hong Kong, and profits do not generated from Hong Kong, then its profits will not be acccessed for Profits Tax.

Hong Kong Company Information pamphlets

Hong Kong private limited company incorporation all in one offer HKD 3,470 / USD 450

Hong Kong private limited company incorporation all in one offer HKD 3,470 / USD 450

How to set up a Hong Kong private limited company pamphlet

Setting up Hong Kong private limited company details

Hong Kong territorial principle of taxation

Hong Kong Territorial Source Principle of Taxation

A Guide to Keeping Business Records from Hong Kong Companies Registry

A Guide to Keeping Business Records

Hong Kong Company renewal requirements

WHAT IS MANDATORY TO RENEW YEARLY?

It is mandatory to renew basic taxes payment and mandatory services:

  • Fill Companies registry annual return and pay HKD 105 tax;
  • Renew Business Registration Certificate at Inland Revenue department (HKD 250 for 2019);
  • Mandatory Company Secretary parking service;
  • Mandatory Office registered address parking service;
  • Mandatory Significant Controllers Register update and parking service;
  • Fill Quarterly Report of Employment and Vacancies Returns;
  • Fill Employer's Return;
  • Do yearly accounting, audit and profits tax return filling by CPA auditor independently of tax status (0, 8.25%, 16.5%).

What should I do when my Limited Company received the Employer Return from Inland Revenue Department?

Before the end of April every year, all Hong Kong Companies are required to submit a Employer Return to the IRD detailing the remuneration paid to its employees during the year to 31 March. Even if a company has no employees it is required to advise IRD that no remuneration has been paid. Please note adherence to the above compliance requirements is strictly enforced in Hong Kong and failure to comply with deadlines will result in penalties and possible court summons.

Is it mandatory to submit audit report when we first renew our Hong Kong Limited Company?

No. According to Companies Ordinance, a local private company must in respect of every year deliver its annual return to the Registrar of Companies at the anniversary of the date of the company's incorporation. Normally for new company, the first audit report is required when Inland Revenue Department send the Tax Return to registered address after 18 months of incorporation. The Tax Return should be filled in accordance with a audit report prepared by Certified Public Accountant in Hong Kong.

How to renew Business Registration Certificate of my Limited Company?

Every Hong Kong company is required to renew its Business Registration Certificate on an annual basis by paying a registration fee to the Hong Kong Government. Please note adherence to the above compliance requirements is strictly enforced in Hong Kong and failure to comply with deadlines will result in penalties and possible court summons. By Companies Ordinance, a penalty will be levied on the company if filing of company renewal document is done after the date of renewal. The Registrar of Companies does not have power to waive the higher registration fees prescribed in the Companies (Fees) Regulation (Cap. 622K). Your company Secretary will inform you one week in advance for renewal.

Hong Kong Company Deregistration

HONG KONG COMPANY DE-REGISTRATION

What is the requirement of a Hong Kong company to be deregistered?

  • Consent by all shareholders;
  • The company is not running or operating any business, or stopped operation more than 3 months before applying for deregistration;
  • No unpaid indebtedness, including government charges and taxes;
  • It shall obtain the Notice in Writing of No Objection issued by the Commissioner of Inland Revenue.

Can a company with unsettled indebtedness apply for deregistration?

Yes, but subject to one of the following conditions:

  • Its parent company or subsidiary, or its directors, shareholders and others consent to pay the debts;
  • Creditor's execute consent to give up recover the debts.

What documents are required for applying deregistration?

The following documents are needed:

  • Certificate of Incorporation
  • Business Registration Certificate
  • Latest annual return
  • Latest financial statements

How long does it take to apply for deregistration of a Hong Kong Limited Company?

Generally, at least 6 months.

Does the company need to present financial statements to apply for Hong Kong Company deregistration?

Yes. A Hong Kong Limited Company must fill profits tax return, shall complete the return, together with one copy of financial statements audited by Certified Public Accountant and present to the Inland Revenue Department.

Does the company need to present annual return during the period of application for Hong Kong Company deregistration?

Yes. The company still needs to present annual return until the Companies Registry notifies the company it is deregistered.

Marshall Islands Company Incorporation

COMPANY INCORPORATION PROCESS

Please take a few minutes to complete our incorporation form by providing your intended company name, provide brief details of your intended business activity and provide the name and address of the shareholder and director.

We will review your incorporation form, clarify any issues with you and provide a written fee quote together with our bank account details for your payment to incorporate your company.

The incorporation documents can be signed at our office if you are in Hong Kong. If you are overseas we will email the incorporation documents to you for your signature and you will need to courier the original signed documents to us for submission to the Companies Registry.

When invoice settlement is confirmedYour company will be incorporated within 1 working day after submission of the documents to the Companies Registry.

You can now commence the process to open a company bank account with a Hong Kong bank or with an offshore bank.

HOW LONG WILL IT TAKE FOR THE COMPANY TO BE OPERATIONAL

If you are living overseas we suggest to within 1 working day if you use the Express Incorporation Service. Once your company has been incorporated you can then start to liaise with the bank to open a bank account.

What are the basic requirements for incorporation of a Marshall Islands company?

Basic requirements for incorporation of a Limited Company in Marshall Islands are : at least one shareholder and director above 18 years of any nationality + office registered address + professional company as statutory secretary of the Company + a minimum share capital of USD1 (usually USD 50,000 is common registered capital for Marshall Islands Limited companies).

Are non-Marshall Islands residents able to incorporate a Marshall Islands Company?

Non-Marshall Islands residents are able to incorporate a Marshall Islands Company as Marshall Islands laws have no limitation on the nationality of shareholder and director, nor Marshall Islands residency requirement.

How long does the incorporation process of a Marshall Islands Company take?

Marshall Islands Companies registry processing time is usually 1 working day.

Which languages can be used to name the company?

A company name must preferably be in English.

What documents are needed to set up a company in Marshall Islands?

In order to set up a Marshall Islands company you will need to :

  • complete all sections of our incorporation form;
  • provide a copy of each shareholder and each director passport;
  • provide a copy of a utility bill or bank statement dated within the last 30 days showing each shareholder and each director current residential address.

Is the scope of business written on the business registration certificate posing any restriction to business of the company?

No, business registration certificate does not restrict the scope of business of the company which refers to main business activities of the company, business registration certificate will not restrict the expansion of other business of the company.

Are obligation incurred by Limited Company limited by shares in authorized capital or issued shares?

Marshall Islands Limited Company incurs obligation on only the issued shares, there is no obligation on un-issued shares.

Is the information of director and shareholder of the company available publicly? What are the reporting requirements for director and shareholder of a Marshall Islands limited company?

No. Information about company directors and shareholders is not public information according to Marshall Islands laws. It is mandatory to file details of the company directors and shareholders with the Companies Registry when you incorporate a Marshall Islands company.

All information of limited company registered in Marshall Islands, including names, addresses and shareholding percentage of shareholders and names, ID card numbers or passport numbers and addresses, shall be available to Companies Registry and Marshall Islands.

Can a person take the position of shareholder and director at the same time of the same company?

Yes. The shareholder and director of the company can be the same person. Minimum one shareholder and one director that can be the same people.

What is the role of directors?

Directors rights and obligations are as follows:

  • To take charge of ordinary operations and decisions of the company;
  • To keep accounting book and business record;
  • To take charge of bank account management;
  • To secure the loan borrowed with the company's property;
  • To propose profits distribution scheme;
  • To propose authorized capital increase scheme;
  • To convene meetings of shareholders;
  • To execute resolutions passed at meetings of shareholders.

What is the role of shareholders?

Shareholders rights and obligations are as follows:

  • To take part in meetings of shareholders, and entitled to voting power in proportion of shareholding;
  • To understand the operating and financial conditions of the company;
  • To elect and to be elected as members of Board of Directors;
  • To obtain dividends;
  • To pre-empt shares transferred by other shareholders;
  • To subscribe in priority the shares newly issued by the company;
  • To have distribution from the remaining property after liquidation of the company;
  • The meeting of shareholders shall consider and pass the annual auditors report;
  • To employ or dismiss directors in shareholders meetings and determine directors remuneration.

Is Company Secretary mandatory?

According to Marshall Islands laws, limited company shall appoint a Company Secretary (i.e. Statutory Secretary) that is a professional corporate entity.

Marshall Islands Company Bank Account Opening

Can non-Marshall Islands resident operate bank account of a Marshall Islands company?

Yes. Banks does not impose restriction of nationality of bank account owners and account operators. They must be the owner of valid passport or travel permit and ID card. UN and OFAC santionned countries citizens or resident will be declined for account opening approval until further notice. You must inquire about High Risk countries for each bank to avoid automatic refusal.

Marshall Islands Company Audit and taxes requirements

Are Yearly accounting, audit and Profits Tax Return filling by Marshall Islands company mandatory?

No. Company must only keep proper books of accounts.

Are dividends paid to shareholders of a Marshall Islands Limited Company taxable?

No. Marshall Islands company dividends are not taxable.

Can the profits of Marshall Islands Company be free from Profits Tax?

Yes. Marshall Islands non resident companies are exempted from Profits Tax.

Marshall Islands Company Information pamphlets

Marshall Islands limited company incorporation all in one offer USD 900

Marshall Islands limited company incorporation all in one offer USD 900

Marshall Islands Company renewal requirements

WHAT IS MANDATORY TO RENEW YEARLY?

It is mandatory to renew basic taxes payment and mandatory services:

  • Renew Business Registration;
  • Mandatory Company Secretary parking service;
  • Mandatory Office registered address parking service;

PENA LIMITED renewal fees to be settled 4 weeks before company anniversay: USD 800

Marshall Islands Company Deregistration

HONG KONG COMPANY DE-REGISTRATION

What is the requirement of a Marshall Islands company to be deregistered?

  • Consent by all shareholders;
  • The company is not running or operating any business, or stopped operation 1 month before applying for deregistration;
  • No unpaid indebtedness, including government charges and taxes;
  • Settle de-registration fee.


Last update 2019/10/15