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Incorporation rules


A Foundation can be dissolved where:

(i)              It is established for a definite period of time and that period expires

(ii)           Its object is fulfilled or becomes incapable of fulfillment as determined by a resolution of councilors, and if so required under the charter or regulations, with the consent of the Foundation’s supervisory person, if any

(iii)           Any term of its charter or regulations so requires

(iv)          It is unable to pay its debts as they fall due; or

(v)           The court order that it be dissolved


A Liquidator must be appointed where a foundation is dissolved.


We require the following prior to commencement of the dissolution:

a)              Resolution of the Councillors appointing the Liquidator to supervise the dissolution of the Foundation

b)             The name and address of the Liquidator

c)              Date of commencement of dissolution



Upon completion of the dissolution we require:

a)     a written statement by the Liquidator confirming the dissolution of the Foundation has been completed

b)    Publication of Notice that the Foundation has been dissolved and struck off the Register in the Official Gazette

Having trouble opening bank account?

Banks are known to be strict and bank accounts are Difficult to open. Banks are paying very close attention to Anti Money Laundering (AML), Know Your Clients (KYC) and performs strict due diligence. If presented documents are not of bank requirement, it affects the chances of getting the bank account opened.


To increase the chances of bank account opening, we provide service on personal preparation and guide you through the entire process. We will go through all required documents with you and check if the documents are what the bank is looking for. All prepared documents will be looked at and if there should be any additional documents ready for the bank meeting.

Bear in mind that it’s always bank decision whether the bank account is open nor the agent or any other third party is responsible for the scheduling between the customer and the bank.

How do you define a Resident Company?

A resident company is Entity treated by the jurisdiction, in which it is registered / incorporated / conducts its business, as resident for exchange control and/or tax purposes.

Business registration is not for regulating business activities. Neither is it a license to trade. Its main objectives is to provide Inland Revenue Department (IRD) with information on businesses so tax files can be opened and updated regularly; and to enable the public to obtain information on businesses with which they are dealing with.

Sensitive Word – Company names

Companies Registry class some words, which are included in the Company Registration name, as sensitive words. These words should not be included in the company as they might require special license.

Company names which are sensitive:

  • Charter
  • Charterer accountant
  • Council
  • Family Trust
  • Foundation
  • Fund
  • Government
  • Group
  • Holding
  • Mutual
  • Notary
  • Parliament
  • Society
  • Turst
  • Underwriting

Please contact us further if you have any doubt about your company name.

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.



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.


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


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


– 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.



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




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



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:



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.