Transfer your company in Hong Kong to Vita Liberta service and save up to 3,000$ per year

According to section 658 of the Companies Ordinance, every company must have a legal address ( place of registration)  in Hong Kong. The company’s legal address serves as the official place of communication of Hong Kong government agencies with the company. Notifications, requests, demands and other documents from government representatives are sent to the company’s address.

As a rule, the corporate secretary provides a Legal address to companies that are serviced by the secretary. This service is provided for the duration of secretarial service and is extended annually.

The company secretary keeps in the dossier of your company at the place of registration a valid certificate of business registration of your company, as well as registers of controlling persons.

We provide you with a legal address in the Class “A” Woon Lee Commercial Building business Center in the prestigious business district of Tsim Sha Tsui, Kowloon.

The presence of a Corporate Secretary is a mandatory requirement of the Hong Kong Companies Ordinance (Chapter 622) for the registration and further functioning of your legal entity. The Secretary acts as a link between your organization and government agencies.

Starting from the second year, the functionality of your Secretary consists of the following:

• payment of state duty when extending business registration;
• payment of the state duty when submitting the annual registration form;
• notifications of reporting dates (renewal of business registration with the Inland Revenue Department, submission of the annual registration form NAR1 to the Hong Kong Companies registry, filing of income tax declaration with the Inland Revenue Department and preparation of annual financial statements);
• preparation and submission of the NAR1 reporting form;
• maintaining a register of beneficial owners;
• notification of the dates of the shareholders’ meetings;
• receives notifications from government agencies on the legal address and informs you (statistical agencies, labor Department, Inland revenue Department);
• It is the official point of contact for Hong Kong government agencies throughout the year.

After paying the state duty, we receive an updated business registration certificate valid for the new year to the legal address and send you a scanned copy of this document. The original documents must be kept at the place of registration of the company. If necessary and for a fee, we can apostille the document and send you this already apostilled BRC document (as a rule, this is required by banks outside Hong Kong).

Annual Return is a report that contains all information about the company, such as the address of the registered office, data of shareholders, directors, corporate secretary. Companies registered in Hong Kong are required to submit this report annually.

We make payment to the Hong Kong Inland Revenue Department of the business registration fee. It should be noted that the cost of the business registration fee is not included in the price of the package.

We make payment to the Hong Kong Companies Registry Of the state duty. The cost of the annual state duty is 105 HKD (for timely payment) is not included in the package price.

Under the 2018 amendment to the Hong Kong Companies Act, a company incorporated in Hong Kong is required to identify persons with significant control over the company (“controlling persons”) and maintain a Register of Significant Controllers (“SCR”). This register is available only at the request of the authorized competent authorities of Hong Kong (the Companies Registry, the Inland Revenue Department, the Police and other competent services).

We maintain the Register of Significant Controllers of your company in full compliance with the laws of Hong Kong.

We receive all requests from Hong Kong government agencies at the place of registration of your company, process them promptly and notify authorized persons of the company. As a rule, the following requests are sent to the legal address:

• from the statistical authorities (Quarterly Survey of Employment and Vacancies) – The Census and Statistics Department conducts quarterly surveys of employment and vacancies at enterprises in various industries to compile statistical data reflecting the latest situation on the labor market.
• from the Labour Department (IR56A Employer Return) – the employer’s report, which is an annual form that indicates what your employees receive in the form of wages and benefits.
• from the Inland Revenue Department:- Business Registration Certificate (BRC) is a document issued by the Hong Kong Inland Revenue Department, which contains information about the company and which is one of the basic requirements for doing business in Hong Kong.

  – Annual Tax Return (Profit Tax Return) – income tax returns are issued once a year to companies for profit taxation purposes. The Company is obliged to fill out a declaration, attach audited financial statements as confirmation of the data.

• from the Hong Kong Companies Registry – an annual report on updating company information in the Hong Kong Companies Registry (Annual Return),
• from other government agencies, such as courts, copyright department, Migration Department, licensing departments and others.

1) Date of incorporation of your company

The date of incorporation of the company in Hong Kong is associated with the execution of the following tasks.

• annual report on updating the company’s information in the Hong Kong Companies Registry (Annual Return). The company is obliged to submit an annual report to the Companies Registry within 42 days from the beginning of the annual period of the company’s existence, so it is important to monitor this date. Being late may result in a fine of up to 3,480 HKD
• Business Registration certificate (BRC), which must be updated within 1 month. Being late may result in a fine of up to 300 HKD. In addition, all operations and transactions of the company with a valid certificate of business registration can be challenged in court as untenable. Therefore, it is important to control this date.

2) The end date of the company’s financial year.

• The end of the company’s fiscal year affects the date on which the income tax return is filed with the Inland Revenue Department (IRD). The company’s first financial year in Hong Kong lasts up to 18 months after the company’s incorporation. Skipping this deadline when filing a tax return entails a fine in the amount of 1200 to 10,000 HKD. And in case of tax evasion, up to criminal liability.
• The end date of the company’s financial year is also important for the purposes of holding the annual general meeting of shareholders, which is held within 9 months from the end date of the financial year.

3) Date of changes to company documents

• If the authorized persons of the company change their passport, address of residence, surname or first name, then this must be reported to the Companies Registry within 15 days from the date of change. It is also necessary to inform about the change of directors or the resignation of the director of the company within 15 days. In addition, make adjustments to the Register of Significant Controllers.
• It is also necessary to report any change in the company’s address to the Companies Registry within 15 days, as well as to the IRD within one month.

The Company must hold an annual general meeting of shareholders for each financial year during the following period:

• for a limited liability company in Hong Kong that is not a subsidiary of a public company, 9 months after the end of the reporting financial year;
• in the case of any other company, 6 months after the end of the reporting financial year

In the case of an annual general meeting, the notice period is at least 21 days.

If the company’s articles of association require a longer notice period, the meeting must be convened by notifying of this longer period.

There are also certain exceptions.

We notify you of the need to hold an annual meeting of shareholders, if such a need arises.

A company in Hong Kong may distribute dividends to shareholders.

In accordance with the laws of the Hong Kong SAR, dividends are distributed in proportion to the shares of shareholders, details of which are included in the company’s Articles of Association, from the amount to be distributed.

The amount to be paid is established by the board of directors and formalized by the relevant decision.

Dividend payments can be made:

• after the end of the financial year. Established at the annual general meeting of shareholders
• during the financial year. Director’s decision during the financial year.

If dividends are paid at the end of the financial year, the following documents are required:

• financial statements and audit report;
• decision of the board of directors on the distribution of dividends;
• decision of the general meeting of shareholders on the approval of the amount of dividends.

An important aspect: dividends can only be paid out of the company’s profits. If the company has a loss, then dividends cannot be paid.

When paying the amounts of interim dividends (those until the financial year has ended), you will need:

• management reporting for the relevant period (without audit)
• decision of the board of directors on the distribution of dividends;
• decision of the general meeting of shareholders on the approval of the amount of dividends.

Dividends in Hong Kong are not subject to taxation. The company does not pay any taxes when paying.

We store your company documents in secure cloud storage and provide you with a link where you can always and at any time download them for business needs.

In accordance with the AML legislation of Hong Kong and the recommendations of the Money Service Operators, we prepare and submit an application for opening an account for your company.

First we do the following:

• we carry out due diligence of contracts or other materials documenting your planned activity;
• we analyze documents confirming the sources of funds of the beneficiaries for legality and validity;
• we check counterparties for incoming and outgoing payments for compliance with the internal rules of money service operators;
• we check the geography of your planned payments for the transactional possibilities of money service operators;
• we help to formulate clearly a business evidence explanation for opening an account in Hong Kong;
• we form a complete and understandable picture of your business for the compliance;
• We give practical recommendations on the company’s website.

This kind of approach maximizes the chance of opening a company account.