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Incorporation rules

Aug 22 2011

Going public? IPO in Hong Kong

Going public? IPO in Hong Kong

There is a lot of law firms offering the IPO ( Initial Public Offering) assistance, however once you decide to go public be aware that to be listed at the stock it doesn’t qualify you as a successful company admiring by thousands of investors and on the end efficiently traded! Before you go public pay attention to the company who will secure your marketing and awareness among investors. It’s totally the same what you do now in order to be successful in your business model you have to know how to sell with listed shares is the same! Yours company might be well known between competitors and customers using the particular service however between investors it’s just another company coming to raise a capital! Marketing, marketing and again marketing! The process of coming public it’s simple standard procedure how to gain public money and use it for further company development. Law firms are mostly rigid and don’t bring any innovative solution how to sell your shares, that’s why you should be concerned about the way how to let know to investors that your company is really the one who should get the attention! There is many regulations governing the release of information by the company or any of its advisers in connection with an IPO so called “Publicity restrictions” – the regulations governing the release of information in connection with an IPO are contained in the Companies Ordinace, the SFO, guidelines issued by the SFC (Securities and Futures Commission), and the Listing Rules.

 

Lear more on the webpage of Securities and Futures Commission. Click here for Advertising Guidelines Applicable to Collective Investment Schemes Authorized under the Product Codes.

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Jul 6 2011

An Apostille – What, Where, Why…?

An Apostille is a special seal provided by local government to certified that the document is true copy of an original. It is a standard certification provided under The Hague  Conference on Private International Law from 1961.

 

Please, see the official list of members (71 States and the European Union). You can see on the official website of desire jurisdiction and contact local government in order to get an Apostille for your copy of original.

 

e.g.
The Legalisation Office website for U.K

 

If you would like to open up a bank account in Hong Kong without coming to sign all documents Startupr might get done this for you. Some of HK banks will require to have an Apostille from local government in order to be sure that your copied document (e.g. password, incorporation certificate, etc.) is authentic with the original one. There is many reasons why to use local government to certified your documents. It’s just the highest level of authorization declaring that the particular document is correct. It’s mostly used to prove that the copy of the document is recognized as a true copy in another jurisdiction.

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Jun 28 2011

What is the class of share?

If you think about to open up a Limited Company you should be aware of the shares structuring. There is quite a few different types of shares however you will use one of the most common one; ordinary.

What is share capital?
When people form a company, they decide whether to limit the members’ liability by shares.

– the total number of shares of the company, – the aggregate nominal value of those shares, – and for each class of shares –

A company may have as many different types of shares as it wishes, all with different conditions attached to them. Typically, share types fall into the following categories:

 

– Ordinary: These are the ordinary shares of the company with no special rights or restrictions. The company may divide them into classes of different values;
– Preference: These shares carry a right that the company should pay any annual dividends available for distribution on these shares before other classes;
– Cumulative preference: These shares normally carry a right that, if the company cannot pay the dividend in one year, it will carry it forward to successive    years;
– Redeemable: These shares are issued by the company with an agreement that it will buy them back at the option of either the company or the shareholder after a certain period, or on a fixed date. A company cannot have only redeemable shares.

This structuring is common for incorporation e.g. in United Kingdom & Hong Kong.

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Jun 24 2011

What is annual return or list?

Annual list or Annual return is required by local government every year in order to have an overview in regards to additional changes stated under the state ordinance during the year. For some jurisdiction it’s just only way how to keep database updated  yearly ( e.g. State of Nevada). For some other jurisdiction it’s obligatory to report every changes rising during the year by some other forms (particularly for every changes you need to fill different form) and additionally the same change report in annual return . These changes are defined as change of address, director, shareholders, business name, business address, shares, company secretary etc.

 

Hong Kong
– the Annual Return must be filed once in every calendar year (except in the year of its incorporation) within 42 days of the anniversary of the company’s incorporation date.


Nevada
– the Initial List MUST be filed on or before the last day of the first month following incorporation/initial registration. The Annual List MUST be filed by the last day of the anniversary month of the original filing. Example: If the entity filed on Oct. 15, 2002, the list must be filed by Oct. 31 of each year. Postmark date is not accepted as receipt date in the Secretary of State’s office.

 

It is the responsibility of the directors of the company to ensure that the initial and ongoing compliance requirements are met with.

 

An annual return must contain the following information:

  • the name of the company;
  • its registered number;
  • the date to which the annual return is made-up (the made-up date);
  • the principal business activities of the company;
  • the type of company it is, for example, private or public;
  • the registered office address of the company;
  • the address (single alternate inspection location – SAIL) where the company keeps certain company records if not at the registered office, and those records held there;
  • the details of the company secretary (corporate or individual), where applicable; and
  • the details of all the company’s directors (corporate or individual).

By • Hong Kong, Incorporation rules, United Kingdom, USA • 0 • Tags: , , ,

May 13 2011

Think about the company name before you start

A company name is generally made up of THREE parts:

  • distinctive element
  • descriptive element
  • legal ending

Distinctive element is a must it might be even a number. Next part of the name is descriptive element which might help customer to recognize the product or service providing by the company however some companies choose not to have descriptive element.
In the name ” Cheops mineral water, Inc.”, the word “Cheops” is distinctive element; the word(s) “mineral water” refers to descriptive elements and the “Inc.” is the legal ending. The legal ending recognize the type of entity. Incorporation, Corporation and limited are abbreviated as follow; Inc., Corp., Ltd.

 

Now, you know how to come up with distinguishable name for your customers.

 

Each jurisdiction has another type of abbreviation. If you want to check out the type of companies which you might incorporate, please visit Startupr.com and find out more for each location.

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