Company Secretarial Services
Companies in Hong Kong are required to follow the legislation set out in the Companies Ordinance (Chapter 622) and other related ordinances including but not limited to the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32) and the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Chapter 615).
A private limited company in Hong Kong must have at least one director and a company secretary. If there is only one director in the company, he/she cannot be the company secretary of the company at the same time. The shareholder of a private limited company can be an individual or a corporation.
Our professional service
Our professional team has years of experience. We know our clients’ business and keep tract of the deadlines. We put the relevant documents in order in accordance to the legislation to make sure the clients’ companies always stay compliant. We provide our clients with experience with regard to incorporation, share allotment and transfer, deregistration, etc. in Hong Kong.
Incorporation
A company can be incorporated by applying a business registration certificate to do business in Hong Kong taking into consideration the following key elements:
Issued and paid-up share capital
Liability of each shareholder
Bank account opening and operation
Number of shareholders (private vs. public company)
Number of directors
Management and organization structure
Company secretary (Individual or corporation)
Designated representative (to provide assistance to a law enforcement officer in Hong Kong)
Accounting, auditing, tax planning & reporting
Recruitment of key staff
Registration of address (virtual office or office rent, location)
Directors
Every company must have at least one director. In a listed company, at least 3 independent non-executive directors and 2 executive directors must be appointed.
All directors must comply with the legal requirements under the Companies Ordinance (Chapter 622), the general principles of duties of directors are:
Act in good faith for the benefit of the company as a whole
User powers for a proper purpose for the benefit of members as a whole
Not to delegate power except with proper authorization and duty to exercise independent judgement
Exercise care, skill and diligence
Avoid conflicts between personal interests and interests of the company
Not to enter into transactions in which the directors have an interest except in compliance with the requirements of the law
Not to gain advantage from use of position as a director
Not to make unauthorized use of company’s property or information
Not to accept personal benefit from third parties conferred because of position as a director
Observe the company’s articles of association and resolutions
Keep proper books of account
Shareholders
There can be between minimum 1 and maximum 50 shareholders in a Hong Kong private limited company. A shareholder can be a director at the same time and there is no residency requirement for shareholders. The shareholder must be a person at least 18 years of age or a company. Nominee shareholders are also allowed.
Company Secretary
All Hong Kong limited companies must appoint a company secretary according to the Companies Ordinance (Chapter 622).
Company secretary can be an individual or a Hong Kong limited company. If the company secretary is an individual, he/she is required to usually reside in Hong Kong.
Sole director of a company shall not concurrently serve as the company secretary of the company.
Duties and responsibilities of Company Secretary include:
Manage and keep the company's statutory book (register of shareholders / directors / secretaries / significant controllers)
Organise and witness the required meeting of directors and shareholders alongside prepareof meeting minutes
Prepare and file annual returns with the Companies Registry
Change of director or company secretary
Transfer of share and share allotment
Change of company name
Change of registered address
Ensure that company complies with relevant laws and regulations
Significant Controller
Companies (Amendment) Ordinance 2018 requires a company incorporated in HK to identify persons who have significant control over the company; and maintain a significant controllers register (‘SCR’).
Significant Controller includes natural person; and a legal entity which is a shareholder of the company who
holds, directly or indirectly, more than 25% of the issued shares in the company, or of the right to sharer of the capital or profits of the company, or voting rights of the company;
holds, directly or indirectly, the right to appoint or remove a majority of the Board of directors of the company
has the right to exercise, or actually exercises, significant influence or control over the company;
has the right to exercise, or actually exercises, significant influence or control over the activities of a trust or a firm that is not a legal person, but whose trustees or members satisfy any of the aforesaid conditions.
Share Transfer
Every shareholder of a limited company have right to transfer his/her ownership to anyone they like unless the company's articles of association contains any restrictions on the actions.
Transfer of share from one party to another is required to pay stamp duty to the Inland Revenue Department.
Share Allotment
A company can increase its share capital to attract more investments from new or existing shareholders.
The company needs to obtain consent and get approval from the existing shareholders of the company through a general meeting. Shareholder must have their name registered in the register of members of the company within 2 months of allotment of shares. The company is also required to file the Return of Allotment to the Companies Registry showing i) number of shares issued to the allottee, ii) name and address of the allottee, iii) amount paid by the allottee, iv) updated Statement of Company’s Capital, v) total shares issued, vi) total paid up capital, and vii) total issued capital of the company.
General Meetings
A company must hold an Annual General Meeting (AGM) in respect of each financial year of the company to discuss the company’s financial report, business performance or strategy.
AGM must be held unless i) if everything that is required to be done at the meeting is done by a written resolution and copies of the documents required to be laid or produced at the meeting are provided to each member of the company; ii) the company is a single member company; iii) written resolution or a resolution at a general meeting passed by all members; or iv) the company is dormant.
A company's first AGM should be held within 18 months after its incorporation and thereafter at least once in every calendar year and each of the AGM must not exceed 15 months and within 6 or 9 months after its accounting reference period end.
Name Change
Changing the name of a company is a simple 3 steps process:
Choose a new name The company should check whether the proposed name is available for registration.
Pass a special resolution The company is required to pass a special resolution to change the company name at the general meeting.
Get approval from the Companies Registry The company has to deliver to the Company Registry a notice of change of its name in a specific form for registration within 15 days after the date of passing of resolution.
Dissolution
Deregistration
A Private company can apply to deregister by satisfying the following conditions:
the company has never commenced business or operation or has ceased to carry on business or ceased operation for more than three months immediately before the application
the company has no outstanding liabilities; and
all the members agreed to the de-registration
In case a company has outstanding liabilities, it can still apply to be deregistered if its debts are settled or waived by creditors.
Winding Up
Winding up is the process of dissolving a company. While winding up, a company ceases to do business as usual. Its sole purpose is to sell off stock, pay off creditors, and distribute any remaining assets to partners or shareholders.
Winding up a business is a legal process regulated by corporate laws as well as a company's articles of association or partnership agreement. Winding up can be compulsory or voluntary and can apply to publicly and privately held companies.
Compulsory Winding-Up
A company can be legally forced to wind up by a court order. In such cases, the company is ordered to appoint a liquidator to manage the sale of assets and distribution of the proceeds to creditors.
The court order is often triggered by a suit brought by the company's creditors. They are often the first to realize that a company is insolvent because their bills have remained unpaid. In other cases, the winding-up is the final conclusion of a bankruptcy proceeding, which can involve creditors trying to recoup money owed by the company. In any case, a company may not have sufficient assets to satisfy all of its debtors entirely, and the creditors will face an economic loss.
Voluntary Winding-Up
A company's shareholders or partners may trigger a voluntary winding-up, usually by the passage of a resolution. If the company is insolvent, the shareholders may trigger a winding-up to avoid bankruptcy and, in some cases, personal liability for the company's debts. Even if it is solvent, the shareholders may feel their objectives have been met, and it is time to cease operations and distribute company assets.
Trademark and Patents
In Hong Kong, the Trade Marks Registry, the Patents Registry, the Designs Registry and the Copyright Licensing Bodies Registry under the Intellectual Property Department are responsible for registration of trademarks, patents, designs and copyright licensing bodies, respectively.
Trademark
A trademark is a legal right granted by a government to use the trademark exclusively in connection with the goods or services set forth in the registration.
A trademark can be letters, logos, sounds, smells, colors, shapes, packaging or a combination of them. A trademark is used to indicate a trader who makes the goods or offers the services and to distinguish the goods or service of a trader from other traders.
Application for Registration of Trademark
To apply for a trade mark, the applicant need to:
filled in a application form(Form T2)
provided a graphic representation of the trade mark and
pay the required fee to Intellectual Property Department
After submitting the application to Intellectual Property Department, the department will perform a Deficiencies Checking to ensure no information required by the department is missing.
The department will then conduct a search of trade marks records for any same or similar trade mark has been registered or been applied for.
The department will then issue an opinion in writing to either lay out the grounds for objection or to confirm the mark is acceptable for registration. Any objection raised need to be addressed within 6 months to meet the requirements.
If the trade mark has been accepted for registration, it will be published in the Hong Kong Intellectual Property Journal. Anyone can view the trade mark in the journal and lodge opposition to it within 3 months.
The whole application process will take at least 6 months provided there is no deficiencies in the application and on objection to the trade mark.
Patent
A patent is a legal right granted by a government for a limited period of time to keep others from making, using, offering for sale, selling or importing the patented invention. In general, a patent right has to be obtained for each and every country/region in which patent protection is desired. Applying for a patent outside Hong Kong or in other regions of China does not automatically give protection in Hong Kong.
Patents may be granted to anyone who invents or discovers any new and useful process, machine, article of manufacture, or compositions of matters, or any new useful improvement thereof. A patent, like any other property right, may also be assigned to others. In the United States, a Standard Patent is enforceable for 20 years from the date on which the application for the patent was filed while Short-term Patent is enforceable for 8 years from the date on which the application for the patent was filed.
A patent in Hong Kong is based on the registration of a patent granted by
the National Intellectual Property Administration (formerly “State Intellectual Property Office”), People's Republic of China,
the European Patent Office, in respect of a patent designating the United Kingdom, or
the United Kingdom Patent Office.
Application of a Standard Patent require a 2 stages filing:
a request to record the designated patent application, that is the Chinese, EP(UK) or UK published patent application
a request for registration and grant in the Hong Kong SAR of the Chinese, EP(UK) or UK granted patent
The grant of a short-term patent in the Hong Kong SAR is based on a search report from an international searching authority or one of three designated patent offices.
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- Unit 1806, 18/F, Star House, 3 Salisbury Road, Tsimshatsui, Kowloon, Hong Kong
- Tel. +852-2970-7500
- Fax. +852-2633-1909
- Email. enquiry@sejong.com.hk
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