By Mr. Ambrose Lam

Senior Partner of Lam, Lee & Lai, Solicitors 13th Floor, Hip Shing Hong Centre,

No.55 Des Voeux Road Central, Hong Kong

Tel: (852) 2526 8008

Sole Proprietorship

Partnership

Company (Co)

Ease of formation

Limitation of liability ◦ GP: joint and several◦ LP: limited partners may have limited liability (LPO s. 7)◦ Co.: limited or unlimited

Tax treatment◦ GP & LP: personal tax rates on profits - 15%◦ Co.: corporate rate on profits-16.5%

Ownership structure Co.: 50% shareholding v. 75% shareholding

Management structure

Maintenance

General Partnership◦ Express Agreement◦ Implied Agreement (by conduct; PO s. 4)

Limited Partnership◦ Express Agreement◦ Registration (LPO s.4)

Private Company◦ Registration (CO s.4)◦ Articles include private company limitation, restriction and prohibition

(CO s.29)

Public Company◦ Registration (CO s.4)◦ Articles DO NOT include private company limitation, restriction and

prohibition (CO ss.29 & 30)◦ Stringent requirement of prospectus, criminal liability if in breach

Business Registration Certificate (BR):

◦ All BUSINESS ORGANIZATIONS in Hong Kong need to obtain it from Business Registration Office of the Inland Revenue Department. ◦ Including branch offices

◦ Expiration of the Certificate The Certificate need to be renewed every year or three

years before expiration.

◦ Cost US$58 per year; Fine will be imposed for late payment.

Name Search – Companies Registry (online)

Documentary preparation◦ MOA & AOA◦ Form NC1

◦ It shall at least include one secretary, one director and one founder member;

◦ The director and the secretary cannot be the same person;◦ A person can be also a limited company

◦ Notice of Situation of Registered Office◦ Letter of Appointment of first directors◦ Minutes of first Directors’ Meeting or written resolution

of all Directors.

the most important documents to be prepared for incorporation a company as the constitution of the company ◦ Indicating the nature of its business;◦ Defining the scope of activities of the company;◦ Strict restrictions on alterations.

It should include:◦ Name of company◦ Its Registered Office◦ Objects (optional under CO s.5(1A))◦ Capital◦ Declaration by the Founder Member(s)◦ Liability of members

Table B Form of Memorandum of Association of A Company Limited by Shares.pdf

Nature:◦ regulations for the internal management of the

company.◦ rules for carrying out the objects of the company.

Status:◦ subordinate to the MOA.

Note: ◦ A company limited by shares need to have

articles of its own ◦ Application of Table A of CO

Alteration: ◦ by special resolution

In the case of any conflict between MOA and AOA, the MOA will always prevail.

Table A 1st Schedule.pdf

One-stop Company and Business Registration (NEW)

Obtaining the Certificate of Incorporation (CI) It is conclusive evidence that the association is a company authorized to be

duly registered under the CO.

◦ Forms required for registration are filed with the Companies Registry◦ Form NC1 ◦ M&A ◦ Notice to Business Registration Office (IRBR1)

◦

Company Registration (Cont’): ◦ Time: 4 working days◦ Fee: about US$220 + capital fee (For every or

part of US$130 of the nominal share capital (subject to a maximum fee of US$3850 per case))

Obtaining Business Registration Certificate (BR) ◦ Time : [NEW] can be obtained at the same time

when the company obtains the Certificate of Incorporation.

◦ Validity: 1 year or 3 years

Filing Annual Return (Form AR1& Form AR3) Fee: for a limited company having a share capital, an annual registration

fee of US$14 is payable if the annual return is delivered within 42 days after the most recent anniversary of incorporation of the company.

Note: A substantially higher registration fee ranging from US$112 to US$447 will be payable for the late filing of an annual return of a local private company having a share capital.

Tax Return ◦ Any employee;◦ Any business or investment;◦ Any profit gained in Hong Kong

Notification of change of particulars To the Companies Registry any change of members, directors,

secretaries, shareholding and registered office To the Business Registration Office any change of business registration

particulars, i.e. registered office

Meaning:◦ Companies not incorporated in HK

Every non-Hong Kong company that has a representative office in Hong Kong or has let out its property situated in Hong Kong needs registered in Business Registration Office of IRD, regardless of whether is has established a place of business in Hong Kong.

Registration:◦ Application Form (Form N1)◦ Notice to Business Registration Office (IRBR2)

Q&A

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Presented by Ambrose LamMessrs. Lam, Lee & Lai, Solicitors

13th Floor, Hip Shing Hong Centre,

No.55 Des Voeux Road,Hong Kong

Tel: (852) 2526 8008