| Hong Kong
Company |
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| Offshore
Company |
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| What
is "bank account opening kit" ?
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| "Bank
account opening kit" is a set of documents certified by Hong
Kong Certified Public Accountant. Most banks in Hong Kong ask for
these documents to open bank account for a limited company. The
documents include:
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Certificate
of Incorporation
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Business
Registration Certificate
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Memorandum
& Articles
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Company
Registry forms D1, D2, D3, R1 and R2 whenever applicable
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Appointment
of Directors and Consent of Acting as Directors
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First
Directors' Meeting Minutes
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Directors'
Minute approving bank account opening
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| Please
refer to "Other
services"
for further information. [ Back
to top ] |
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| How
can I move the money in my bank a/c, when I'm not in Hong Kong
?
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| Most
banks in Hong Kong provide services under this situation:
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| Moving
fund to another bank account in Hong Kong
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Take
cash from bank account first by ATM card. However, banks may
not issue ATM card for company bank account if none of the authorized
signatures can sign singly.
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Use
signed instruction form and you have to confirm whether the
bank accepts fax. Otherwise, you have to send the signed original
to the bank by mail or courier. Moreover, please don't forget
to take spare copy of those instruction form.
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Use
telephone and internet banking. For most banks, this is free-of-charge
service but 3rd party bank account has to be registered before
you can transfer money to him. Some banks may not accept such
registration over the phone and internet.
Moving
fund to another bank account NOT in Hong Kong
As remittance
of money is involved, remittance fee will be charged in most of
the case:
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Use
signed instruction form and you have to confirm whether the
bank accepts fax. Otherwise, you have to send the signed original
to the bank by mail or courier. Moreover, please don't forget
to take spare copy of those instruction form.
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Use
advanced features of telephone and internet banking and this
is not free-of-charge. Approximately, the annual fee is HK$500
and varies according to bank and services provided.
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| As
banks always update their service, please refer to our staff for detail
information. [ Back
to top ] |
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| I
have a HK company formed. What should I do every year ?
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| There
are basically 2 government departments that you have to account
for: tax department (Inland Revenue Department) and company registry
department (Company Registry):
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| Inland
Revenue Department (IRD)
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Renew
business registration (BR) every year. No matter you actually
do business or not (dormant), it is necessary to renew BR. If
for any reason, you omitted any year of renewal, you still have
to pay them up even you want to close the company.
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File
Profits Tax Return. The first thing to do is select a year end.
If no other reason, we suggest 31st March. As your company starts
not on 1st April, your first year will not has exactly 12 months
of record. The first set of Profits Tax Return will arrive around
18 months after your incorporation. However, please don't delay
in doing accounting, auditing and report proactively to the
IRD. Legally it is tax payer's duty and late report may lead
to penalty, especially when IRD finds you're delaying government
revenue. There is mis-understanding that a non-active company
doesn't need an audit report. This is incorrect. Only a "dormant"
company meets certain criteria can be exempted.
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File
Employer's Return for your employees. This is to report to IRD
how much salary you paid to your staff in the past year. The
year end is always 31st March.
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To
fulfill above, you need an accountant to prepare the financial
statements, an auditor to issue an Auditor's Report and to file
the tax returns. (Please
refer to "Accounting, Tax & Audit" section
for further information.)
Company
Registry (CR)
-
File
Annual Return and pay the filing fee accordingly on every year's
anniversary date. The fee is around HK$105. However, the penalty
for late filing may be up to thousands and counting day by day.
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During
the year, file to CR any change in company constitution and
matters required by the Company Ordinance. Those information
filed will be available for public search. You can regard this
as a criteria for your company to enjoy the status of "limited
liability". Any undue compliance of CR requirement may
make a contract not enforceable.
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Keep
proper record of company minutes and information in a Statutory
Record Book. This is performed by the post of Company
Secretary.
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| I
have a HK company but all business is carried out not in HK. Should
I pay tax in HK ?
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| Basically
Hong Kong charges tax on any profits "arising in and derived
from Hong Kong". This sounds technical and difficult to understand.
However, if you have such a clear cut situation of doing all your
business out of Hong Kong, then very probably, the income is not
subject to Hong Kong tax. You still have to prepare financial statement
and auditing for all income as they're under the name of the company.
But, in tax filing, you have to claim for tax exemption for those
income and provide proof. The more obvious that there is no activity
in Hong Kong relating to the earning of the income, the bigger the
chance you'll have.
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| The consideration
of tax exempt or not is on "totality of fact". No one
single factor will dominate. Therefore, planning in advance is very
important. Otherwise, you may have difficulty in getting enough
proof to support the tax exempt claim. Those proof include:
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the
contract is not signed in Hong Kong;
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the
contract is not executed in Hong Kong;
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goods
is not supplied via Hong Kong;
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business
is conducted by staff outside of Hong Kong; etc.
Finally,
we have to remind that tax exempt in Hong Kong means nothing when
you're challenging by another country for tax chargeability. Advance
tax planning is always advised to minimize overall tax.
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| You are
welcome to discuss for a proper tax planning to minimize your tax
liability in a legal way. [
Back
to top ] |
|
| Offshore
company can be used freely in Hong Kong for all kind of transaction
without reporting to Hong Kong government ? |
| This is a very common mistake
of using offshore company. Company law of Hong Kong requests all offshore
company to be registered in Hong Kong when the company is carrying
on business there. The tax system of Hong Kong is also not on that
of registration location. Tax liability of a company (no matter it
is offshore or not) is determined on whether it is carrying on business
in and deriving income from Hong Kong. Using
offshore company in tax planning is not as simple as registering
a company. The daily operation of the company has to be designed
and implemented so as to avoid capture of tax law. |
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| Why
using offshore company than using Hong Kong company ?
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| A quick and simple guideline
would be: Using offshore company when
- the company is using for holding of bank account,
property, share, investment etc. but not as trading company.
- the company is using for trading but the trading
activity is out of Hong Kong. It has no office in the territory
and hire the service of agency to handle the trading work.
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| [ Back
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| Identity
of shareholder and director of offshore company really hidden
? |
| From a point of view, the
identity is totally hidden because the registration detail is not
subject to public search. However from practical
point of view, it is not. For example, when
banks are considering open a bank account for an offshore company,
it is very common to ask for identity and banker's reference of
shareholder (beneficiary) and director. This makes voluntary disclosure
of identity necessary when you need a bank account for the company.
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| [ Back
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| What
is the requirement of bank account opening for offshore company
? |
It is global trend for banks
to be very serious in opening bank account for offshore company. Banks
need to know who is really owning the account and who is operating
the account. Following documents are required :
- Certificate of Incumbency - showing identity
of shareholder and director.
- Certificate of Good Standing - showing the company
license is still valid.
- Passport copy of shareholder and director.
- Banker's reference letter of each director.
- Business plan - introducing reason and purpose
of having such bank account, together with background of company.
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| As
there is no accounting, tax and annual return filing of most offshore
company, why there is optional charge of Company Secretary fee
? |
Optional Company Secretary
service is provided in order to help the offshore company to keep
proper record. The reason is:
- First of all, no statutory requirement for filing
does not mean there is no practical reason of keeping proper record.
The company registry department just leave this to the decision
of company owner. There will be no penalty as there is no legal
requirement. However, the result of mis-management is totally
on the shoulder of the owner.
- Moreover, after the formation of an offshore
company, there is a statutory record kit that need to be maintained.
The company owner can decide to keep the kit himself without selecting
the company secretary service.
- A corresponding address is included which is
essential for registration record and better keep track of communication
with the registry.
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