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Posted by on September 29, 2018

Thinking of entering into the corporate world? You must know how to register a company in Hong Kong. Keep scrolling down and draft your own corporate world, Incorporation or offshore Hong Kong company incorporation refers to the creation of companies and companies can be formed following the process of registration under the Companies Ordinance (cap.622).

Procedure of getting company registered

You need to register a business in Hong Kong before you start your corporate venture, before you prove you have done an offshore Hong Kong company incorporation you must first obtain certificate of registration. Procedure to obtain registration is laid out in pt.3 section 67 of Companies Ordinance (Cap.622). This clause states that, “any person or many can form a company by signing on the articles of association of the incorporation, provided it is meant for lawful purpose”, after which it is sent to registrar along with copy of articles and registration form, for the registration of incorporation.

What should Articles of Association must have?

Following the Companies Ordinance(Cap.622), Article of association is the single constitutional document.

Previous practices demanded articles of association and memorandum of association, following the example of Australia and United Kingdom, where you just need articles of association thus easing the process of registration, Cap.622 thus abolished the concept of memorandum and now aspirant just need to have; company’s constitution. The abolishment of Memorandum of Association has now simplified the process of incorporation registration.

Following are some of the mandatory constituents of this document:

There is certain basic information about the company that needs to be mentioned and all new companies registered under Cap.622 must have registered articles of association.

Compulsory Requirements differ depending on the domain of the company, however common types of company and company limited by shares must have these provisions:

  • The Company Name.
  • Nature of limited Responsibilities.
  • Information about company’s initial shareholdings like, total numbers of shares to be issued, shares capital on company’s formation, total paid and unpaid amounts on the shares issued on formation, the number of shares each founding member holds and each founding members shares capital.

Previously, it was mandatory for companies to have their objectives mentioned in the memorandum and articles of association but following the amendment in Company’s Ordinance back in 1997, Cap.622 now differentiates this, and states that “Objective clause is optional for all companies, provided they are not charitable or any other company which seeks to omit the word “Limited” from their names”, for such companies, Objective clause is mandatory.

Cap.622 abolished the concept of memorandum where concept of authorised share capital and nominal value of share was obligatory, but now there is no need of Capital Clause.

Cap.622 does not bounds the companies to adopt standard articles, companies are now independent to either draft their own regulations or to adopt model articles. Under Cap.622, Model Articles contains three sets of model articles; for Private Companies limited by shares, Public Companies limited by shares and companies limited by guarantee. Companies can adopt any of these three sets to which they feel best refers to their objective otherwise they are independent to draft their own too.

Other requirements include:

  • Language can either be English or Chinese.
  • Paragraph division with consecutive numbering.
  • Must be signed by each founding member.

What should Incorporation Form include?

Under Cap.622 Section 67(1)(b) incorporation form is mandatory and must include:

  • Name of the Company
  • Type of Company
  • Detail of share capital
  • Address of the registered office
  • Details of the founding members
  • Details of the nominated Directors
  • Company Secretary

This form must be signed by any one of the founding member and member nominated to hold portfolio of Director must submit declaration stating his or her consent to be director and having attained the age of 18 years, even if the signatory is also, a director to be. All this could be done on Incorporation form or separate form could also be attached and must be delivered to the Registrar office within 15 days of incorporation.

Statement of Compliance is the declaration stating that all the requirements of Cap.622 with respect to registration of the incorporation have been compiled and all the particulars as well as provided information is accurate and in lieu with company’s articles.

Digitalization of the process

Unlike previous practices, it is now possible to submit incorporation form and copy of articles of association online instead of going to the Companies Registry. For this purpose, Registry has created a portal called “e-Registry” where submission of documents along with checklist and requirements, is available to facilitate the process.

Concept of Shelf Companies

Don’t want to go through all this? There is always a solution to every problem and here “Corporate Service Providers” make this happen. Instead of going through all the above-mentioned process, one can acquire “Shell Companies” that normally refers to the “Ready Made Companies”. These are the companies accountants, solicitors or other corporate service providers have already incorporated but they serve no purpose. One can have them instead of incorporating a new one with just a nominal amount of share capital. Apart from this, Corporate Service Providers can also help clients in managing:

  • Transfer of shares to the company.
  • Appointment of new directors and secretary instead of existing nominee director and secretary.
  • Change of Company name.
  • Change of registered office address.

Impact of e-Registry and scope of Shelf Companies

As digitalization had a major blow to stone age and data accumulation is advancing with paperwork becoming extinct, so in this context shelf companies would not have much scope as they had in past because with the introduction of e-Registry, process of incorporation registry has been speeded up and is not that much troublesome, for which aspirant would look for shelf companies.

What to expect after Registration?

As the documents reach registrar office, it takes about 4 days to process delivered applications and issuance of registration. While for online submitted applications, it takes just an hour to issue registration.

After registration, and after you know how to register a business in Hong Kong, Registrar office issues a Certificate of Incorporation under chap.622 section 71 and the company comes into existence. It certifies that company has met all the requirement of Ordinance.


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