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Incorporation rules

What is the dormant status?

What does it mean an offshore or being an offshore?  Offshore company!

A dormant company is one that does not carry on business and has no income for the whole of the preceding year.

 

Benefit of Dormant status?
It allows an inactive company (company incorporated in Hong Kong) to be retained at a minimum maintenance cost since a dormant company under Section 344A of the Ordinance is Exempt from complying with the following requirements as laid down in the Company Ordinance.

When is a company deemed to be a dormant company?

If a company passed a special resolution (pdf Format) declaring the company would become dormant, the company will be deemed to be dormant as from:
(i) the date of delivery of the special resolution to the Registrar of Companies

 

You can download Specimens of the special resolutions in here.

 

Where a company becomes dormant, it will not be necessary for the company to comply with these annual obligations. A company is still required to submit an annual return for the year in which it declares itself to be dormant.

COI – Certificate Of Incumbency

COI - Certificate Of Incumbency

COI – Certificate Of Incumbency is document which gather all information about the company as (Shareholders, Directors, Number of Shares, Type of Shares, Secretary, Name of Company, Number of Company, Registered Office, The Fianancial year of the comapany). It actually gives the updated information about the company.

 

Why Apostilled COI?

 

Every bank requires apostilled COI in order to see that the documents are according to the Company Ordinance of the particular jurisdiction.Once your agent/company secretary issues your COI, please make sure you will get apostille in order to be able to use it in another Jurisdictions accepting the Apostille Hague treaty from 1961.

 

A Certificate of Incumbency has various other names; it is also known as an Incumbency Certificate, a Certificate of Officers, an Officer Certificate, a Register of Directors, and as a Secretary Certificate.

 

For comapny formation in Hong Kong or company incorporation in BVI follow the links.

 

Startupr

How to Open a Hong Kong Offshore Bank Account

How to Open a Hong Kong Offshore Bank Account

We are always happy to response to all of your questions. One of our customer is requesting whether it’s possible to open up the bank account in Hong Kong if you are not resident of Hong Kong.

 

Question:
Can a foreigner open bank account in Hong Kong? (From our e-mail box).

 

Answer:
Almost every person/entity can open bank account in HK, there is no restriction from the Financial Secretary (Hong Kong) on bank account opening for foreigners. We might illustrate a typical example where customer from US (or EU, Egypt, Russia, India etc.) incorporate company in HK and than will open bank account with Hang Send bank, HSBC or Standard Chartered Bank.

One of the most important issue is to be prepared well before you have a meeting with local bank. Most of the time, the bank asks for following documents (this is prepared by us):
– M&A
– Business certificate
– Incorporation Certificate
– NC1 certificate

 

Further
– DD – Declaration of Directors (if any)
– COI – Certificate of Incumbency (if any)

 

Business Nature (this section doesn’t make any sense to me how can you invoice some company if you just started, any way you should follow what is required):
– business description
– invoices
– agreements (if any)
bank reference letter (example here)

 

Should you have any questions, please let us know.

HONG KONG Company formation and bank account opening click here.

 

Starupr

Hong Kong – Tax on Holding Company

Hong Kong - Tax on Holding Company

Holding – tax on holding company Tax in Hong Kong

 

XYZ Limited owns (holding):

 

1) ABC Limited
2) DEF Limited

 

Conditions:

 

XYZ Limited – 0 HKD income

 

ABC Limited – 1mil HKD
DEF Limited – 0,5mil HKD

 

income will be taxed only on the company’s level, right, meaning:

 

ABC Limited – 1mil HKD
DEF Limited – 0,5mil HKD

 

NO for:
XYZ Limited – 0 HKD income

 

For:

Company formation in Hong Kong

company formation in BVI

 

 

What is a representative office?

COI - Certificate Of Incumbency

Representative office is set up by a foreign company to engage in business liaison in the selected country/jurisdiction or to enable clients to visit an domestic office where the main office is abroad.

However, it is not allowed for the office to be directly involved in operational activities. In general, a representative office can be established before an company formation, as the first step to enter local market and test the business environment in that particular country/jurisdiction.

Representative offices are usually easier to establish than a branch or subsidiary, as they are not used for actual “business” (e.g. sales) and therefore there is less incentive for them to be regulated.

For more information, contact us at: info@startupr.com

 

startupr

Hong Kong Company Incorporation Requirement

Hong Kong Company Incorporation Requirement

Minimum 1 Shareholder and Director is required – Directors & Shareholders can be same person;
shareholders and directors – No nationality restriction;
Minimum subscribed share capital is share 1 (e.g. 1share = 1 usd) However, shares might be nominated in any currency;

 

Corporate shareholder (any legal known entity) and director is allowed and documents required include :
Corporate Certificate of Incorporation;
Corporate Memorandum & Articles;
Certificate of Incumbency (If any);
Business certificate (if any)

 

Registered address in Hong Kong;
One Company Secretary and should either be Hong Kong resident or Hong Kong limited company;
Company name should not be same as those already taken.

Startupr

What is an annual return ?

COI - Certificate Of Incumbency

A private company – Limited (Ltd.) having a share capital should, except in the year of its incorporation, file its annual return once in every calendar year. In Hong Kong it’s within 42 days after the anniversary of its date of incorporation, in United Kingdom it’s within 28 days after the anniversary of its date of incorporation.

• the name of the company;
• its registered number;
• the type of company it is, e.g. Limited;
• the registered office address of the company;
• the address where the company keeps certain company registers if not at the
registered office;
• the company secretary
• the name and address of the company secretary, where applicable;
• the name, usual residential address, date of birth, nationality and business
occupation of all the company’s directors;
• the date to which the annual return is made-up

 

Register company in Hong Kong or in United Kingdom

What is a representative office?

COI - Certificate Of Incumbency

Representative office is set up by a foreign company to engage in business liaison in the selected country/jurisdiction or to enable clients to visit an domestic office where the main office is abroad.

However, it is not allowed for the office to be directly involved in operational activities. In general, a representative office can be established before an company formation, as the first step to enter local market and test the business environment in that particular country/jurisdiction.

Representative offices are usually easier to establish than a branch or subsidiary, as they are not used for actual “business” (e.g. sales) and therefore there is less incentive for them to be regulated.

For more information, contact us at: info@startupr.com

 

tomas m

Why to protect the ownership / directorship of your company

Types of business entity – offshore jurisdictions

There are many types of business entity defined in the legal systems of various countries. Here is some of the suffix that we use;

  1.  Ltd
  2. Ltd.
  3. LTD
  4. LTD.
  5. Limited
  6. LIMITED
  7. S.A.
  8. Inc
  9. Inc.
  10. Incorporated
  11. GmbH

 

You can use any suffix once you form company (so called IBC – International Business Company) in any following jurisdiction:

Kindly confirm what suffix you want us to use once you register your company name.

 

E.g.: You chose the name of company: “Partners investment”
than
you pick one of the suffixes, see the points from: 1 – 11 – we chose “Inc”

 

the company name might look as: “Partners investment Inc”

 

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