Setting up a business in Hong Kong - Home - Deacons

1 Setting up a business in hong KongContentsA Introduction 2 1 General 2 2 Branch or subsidiary 3 business registration 4 Registration of charges 5 Additional licences and consents 6 ProspectusesB hong kong Companies 5 1 Introduction 5 Private companies Characteristics Liability of shareholders Ongoing maintenance obligations Pre-incorporation contracts 2 Incorporation of a company 6 General Name Shareholders Articles of association Initial share capital Registered office Timing/shelf companies Fees 3 Post-incorporation matters and general

2 Requirements 8 Directors Issuing shares Alteration of share capital Secretary Auditors and books of account Bankers Financial year business registration Seals and chops 4 Maintenance - annual requirements 11 Annual accounts/directors report Annual general meeting Annual return 5 Maintenance - changes in particulars 12 Filing obligations Change of name Increases in issued share capital Changes to articles of association Share transfers 6 Management 14 Directors and board meetings Shareholders and shareholders meetings 7 Dormant companies 15C hong kong Branches of Foreign Companies 16 (Non- hong kong Companies)

3 1 Introduction 16 Requirement to register Representative office Name of company in hong kong Display of name of company Continuing obligation 2 Registration procedure 17 Information and documents required for registration Certification of corporate documents Translation of documents 3 Maintenance - annual requirements 21 Annual filing obligations Accounts 4 Maintenance - changes in particulars 22 Alteration in charter, statutes, etc.

4 Change of director and secretary Change / Termination of authorised representative Change of address Change of corporate name and statement of approved name Commencement of liquidation and dissolution Cessation of place business Obligation to state name, whether limited and place where incorporatedD Corporate Services from Deacons 24 1 Introduction 2 Fees 3 Secretarial services 4 Authorised representative for foreign companies registered in hong kong 5 Arranging resident agent for foreign companies 6 Agent for service of process E Taxation.

5 Duties and Fees 25 1 Introduction 25 2 Property tax 26 3 Salaries tax 26 General Income Source Directors fees Rates of tax Returns Provisional salaries tax 4 Profits tax 27 General Charge to profits tax Chargeable profits and deductions Tax year Provisional profits tax Who is responsible?

6 5 Stamp duty 28 Share transfers Sale and purchase agreements and conveyances of immoveable property ReliefF Employment Visas 292 This brochure contains a brief summary of the law and general requirements in connection with the establishment and maintenance of hong kong private companies and hong kong branches of foreign companies, which we hope will be of general use to our clients and professional associates.

7 While every effort has been made to ensure the accuracy of the information contained in this brochure, this information should not be relied upon as a substitute for detailed advice in individual indicated in this brochure, we can arrange for our service companies to provide company secretarial and registered office services. The corporate services which our Corporate Services Team can provide are discussed in more detail in Part brochure is based on law and practice as at January 2015 and rates of taxation are those for the year of assessment 2013 Introduction1 A foreign company wishing to carry on business in the hong kong Special Administrative Region ( hong kong ) may do so by either incorporating a hong kong company or registering a branch of that foreign company in hong kong .

8 (The process by which a hong kong company is set up is the same whether the incorporator is a foreign company, a hong kong company, an individual or other legal entity.) The relevant government authority is the Registrar of Companies (the Registrar ). The purpose of this publication is to assist our clients in Setting up and maintaining a business in hong kong through a hong kong (see Part B) or a foreign (see Part C) Some of the issues which arise in connection with doing business in hong kong , such as registration with the taxation authorities and compliance with visa requirements, involve similar considerations whether the business is to be operated as a separate hong kong company or as a branch operation.

9 These issues have accordingly been dealt with generally (see Part A, paragraph 3 and Part F respectively). Other issues, such as the method of registration of the relevant entity, differ greatly depending on whether the client wishes to incorporate a hong kong company or register a branch operation and have been dealt with separately. Accordingly, those readers who are only interested in Setting up a hong kong company need not refer to Part C and, likewise, those who have decided to set up a branch may disregard Part Branch or The differences between a hong kong branch and a hong kong subsidiary of a foreign company stem from the fact that, unlike a branch, a subsidiary is an entity which, under hong kong law, is entirely separate from its parent.

10 The business activities available to a company in hong kong are generally not dependent upon whether the company is locally incorporated and there is generally little practical difference between operating a branch and a subsidiary company in respect of profit computation. The rate of tax levied on profits is the same for local and foreign companies and dividends are not subject to separate taxation in hong The usual reasons for preferring a subsidiary over a branch include the following:(1) the parent company will not be liable for the debts of its subsidiary.