Hong Kong Offshore Company Registration

HONG KONG OFFSHORE COMPANY REGISTRATION
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Hong Kong Offshore Company Registration with Bank Account

The Hong Kong Company registry is the agency that forms and regulates companies in Hong Kong.  The entities are formed under the Hong Kong Companies Ordinance 1984. Unlike countries such as Nevis and the Cook Islands, the names of the company officers and directors show up in the public records. One can utilize nominee officers for privacy purposes.

A local Hong Kong company differs from an offshore Hong Kong Offshore Company because the offshore company pays no taxes. A domestic corporation, on the other hand, pays a corporate tax rate of 16.5%. The government bases the tax exemption on income earned within Hong Kong.

Currently, Hong Kong is the absolute best option out there for a multi-currency corporate account (16 different currencies), with internet banking at one of the largest banks in the world, in one of the world’s premier and largest offshore banking jurisdictions.

Only Hong Kong Private Limited Companies are eligible.

The Hong Kong Private Limited Company formation offered by Offshore-Protection.com is a private corporation limited by shares. This is the most popular form of incorporation in Hong Kong. 

This type of company is an appropriate vehicle for a business that desires to limit its liability, seek solely private funding, and produce financial returns for its shareholders.

Hong Kong offshore companies benefit from the jurisdiction not being on the list of worldwide ‘tax havens’, thereby avoiding potential complications from authorities.

Offshore companies also benefit from a politically stable environment, a free port, free flow of capital and a freely convertible HK dollar, in a jurisdiction being ranked the freest economy in world for the 20th consecutive year.

Since the British handover in 1997, Hong Kong has become the gateway into China and with the development of the Closer Economic Partnership Arrangement (CEPA) economic and trade relations will continue to tighten.

The new CEPA arrangement offers preferential access to China’s markets, adding another reason why international businesses choose Hong Kong as a their base of operations.

Hong Kong is one of the most popular formation jurisdictions due to the city being an international centre of information exchange, finance and trade.

It is the third largest financial centre in the world and the largest in South East Asia. Since the inception of Hong Kong’s offshore sector, it has had over a million companies incorporate, thanks in part by its regulatory environment and competitive tax system.

Hong Kong also offers easier access to the mainland Chinese market than other Asian countries like Singapore.

Foreigners can own 100% of the Hong Kong Offshore Company.

The Hong Kong Companies Ordinance of 1984 governs the formation, activities, and dissolution of offshore companies.

Background

  • Hong Kong is situated on the South Eastern tip of mainland China.
  • After 150 years being a British Territory, on the 1st of July, 1997 the 99-year lease with England expired.
  • Hong Kong then became a Special Administrative Region (SAR) of mainland China.
  • The official languages are Chinese and English. Hong Kong’s population is estimated at 7.1 million.
  • Mainland China has maintained Hong Kong as an influential international business and financial centre.
  • In 2011, Hong Kong was globally ranked as 9th for per capita GDP which was over $353 billion USD.
  • In spite of being controlled by the People’s Republic of China, the government allows Hong Kong to maintain its free trade and free economic systems.
  • Small businesses are encouraged resulting in over 98% of all businesses in Hong Kong being classified as Small to Medium size Enterprises (SME).

Offshore Company Benefits

A Hong Kong Offshore Company can enjoy the following benefits:

  • Complete Foreign Ownership: Offshore companies were created especially for foreigners.
  • No Taxes: As long as all income is derived outside of Hong Kong, there are no taxes. Note: U.S. citizens and everyone subject to global taxes must report all in-come to their governments.
  • Fast Registration: A simple offshore company can be registered in one busi-ness day.
  • Limited Liability: Only the total share capital contributions are exposed for shareholders.
  • One Shareholder: Only a minimum of one shareholder is required.
  • One Director: Just one director is required who can be the sole shareholder.
  • Low Share Capital: Only $1 HK share capital is required for formation.
  • Privacy: Nominee shareholders are available for privacy.
  • English: As a former British Territory for 150 years, English is its second official language.
  • Access to China: A Hong Kong company has easier access to mainland China business than any other Asian company.

Hong Kong Offshore Company Name

The company name must not resemble or be the same as any other Hong Kong company. The registered agent will investigate company names which are available and reserve one prior to filing the necessary documents for incorporation and government registration.

Uses for a Hong Kong Offshore Company

Here are some uses which many foreigners utilize:

  • Holding company;
  • Import and Export between other countries;.
  • Internet business;
  • International business; and
  • Investing in stocks, commodities, forex, and international securities.

Limited Liability

The company’s shareholders will have limited liability protection up to their share capital contributions.

Registration

A simple offshore company may be registered in one business day online by the registered agent with the Hong Kong Company Registrar.

More complex offshore companies requires the Incorporation Form (NNC1 Form) and the Articles of Association which the shareholder and director signs. Once they are filed, approval can take just a few working days.

Registered Agent and Office

Offshore companies must appoint a local registered agent and may use the agent’s office address and the official registered office for accepting official notices and service of process.

The registered agent will do all the necessary filings and registration to get the offshore company incorporated and registered.

Shareholders

The minimum requirement is only one shareholder to form an offshore company. Foreigners can own 100% of the shares in an offshore company.

The maximum of shareholders is 50.

An offshore company cannot own shares in other Hong Kong companies.

Directors

There is no minimum requirement for the number of directors. Therefore, only one director needs to be appointed to form an offshore company who can be the sole shareholder.
Directors do not have to be residents, they can be residing in and citizens of any country. Directors can be natural persons or corporate bodies.

Company Secretary

A company secretary must be appointed who is a Hong Kong resident.

Office Staff

Offshore companies are prohibited from hiring local staff. The reason is that offshore companies are expected to conduct all management and business outside of Hong Kong.

Minimum Paid Up Share Capital

The minimum paid up share capital is $1 HK. The minimum number of shares is one to form an offshore company.

The recommended paid up share capital is $1,000 USD or its equivalent in any foreign currency.

Taxation

Offshore companies do not pay a corporate tax as long as all their income is derived outside of Hong Kong. An offshore company is not allowed to do business with locals.

On the other hand, an onshore non-resident corporation pays a corporate tax rate of 16.5% on its profits.
In addition, there are no VAT, sales tax, or dividends taxes in Hong Kong. Note: U.S. citizens and residents in all countries taxing worldwide income must report all income to their taxation authorities.

Audits and Accounts

Every Hong Kong company must provide annual audited financial statements to the government. This requirement applies to every company whether big or small.

Accounting records and books must be maintained reflecting the accurate solvency of the company. These records will remain private and are not required to be filed with the government.

Annual General Meetings

Annual general meetings are required for both the shareholders and the directors. Meetings may be held anywhere in the world.

Public Records

The government requires all registered companies to disclose the identity of their shareholders and directors which are available to the public who can access the Companies Registrar records. However, nominee shareholders and directors are available to provide privacy.

Time to Form

It is estimated that it will take between 1 to 5 business days to complete the registration process. A simple company only takes one business day online to incorporate and be registered. More complex offshore companies require an incorporation form and the Articles of Association to be signed by the shareholder and the director and may take up to 5 business days to be approved after filing.

Shelf Companies

Shelf companies are available to purchase for faster incorporation.

 

Advantages of a Hong Kong Company

There are a number of advantages in forming an offshore company in Hong Kong, including but not limited to:

 

  • Hong Kong is major trading entity in its own right and is one of the largest importers and exporter centres in the world.
  • Hong Kong incorporates more companies per annum than any other jurisdiction (about 50,000 each year).
  • The vast majority of Hong Kong companies are conducting real trade business in the region, and do not serve as asset protection companies or vehicles, making HK more credible than other tax havens.
  • Hong Kong is a well-known and respected jurisdiction that is not blacklisted anywhere.
  • Forming a Hong Kong company through our special service allows you to obtain an account in Hong Kong with one of the largest financial institutions in the world without the usual requirement of reference letters of any type.
  • A Hong Kong company is an essential element of doing almost any type of business in Mainland China.
  • Hong Kong is a PayPal-approved jurisdiction and one of very few no-tax jurisdictions where it is possible to have an unrestricted PayPal account. (The only other two jurisdictions where this is possible are Cyprus and Gibraltar).
  • World-class multi-currency banking is available with some of the largest international banks in the world.
  • Good banking secrecy. The company can be anonymous if you use our nominee director/shareholder services or set up a foundation to own all the shares in the company.
  • English is the main business and banking language.

Top Uses of a HK Register Company

There are many uses for a Honk Kong Offshore Company. One can be set up and used for any legal purpose and for any legal activity, including but not limited to:

  • International trading
  • Asset protection
  • Tax avoidance
  • Protection and ownership of intellectual property
  • Estate planning
  • Confidentiality
  • Share ownership in other companies
  • Financial management
  • Investment holding
  • Leasing of other assets
  • Ownership of intellectual property

However, a Hong Kong-based Offshore Company cannot undertake any business in the banking or insurance sectors unless the relevant licenses are obtained.

Key Corporate Features of a Hong Kong Company

Hong Kong Registration Offshore Company include the following

  • Government Registration Fee (First year)
  • Registered Office Address (First year)
  • Registered Agent Services (First year)
  • Company Secretarial Maintenance
  • Certificate of Incorporation
  • Memo & Articles of Association
  • Appointment of 1st Directors
  • Consent Actions of the BOD
  • Share Certificates
  • Register of Directors
  • Register of Officers
  • Register of Shareholders
  • FREE Phone and/or email consultations

Names Requiring Consent or License

Building society, Chamber of Commerce, chartered, co-operative, mass transit, municipal, savings, tourist association, trust, trustee, underground railway, bank, insurance, assurance, reinsurance, department.

Disclosure of Beneficiary Ownership to Authorities

The particulars of the shareholder(s) are available to the general public. Using a nominee service or a foundation to hold the share(s) can preserve anonymity.

Compliance Authorized and Issued Share Capital

The standard authorized share capital is HKD10,000. The minimum issued capital is one share of HKD1 each.

Classes of Shares Permitted

Ordinary shares, preference shares, redeemable shares and shares with or without voting rights.

Bearer Shares

Company incorporated in Hong Kong is not allowed to issue bearer shares. However, utilizing nominee services, setting up an offshore IBC or foundation to hold the share(s) can achieve privacy.

Financial Statement Requirements

Hong Kong companies are required to prepare full audited accounts under the company laws. Also, a copy of the audited financial statements is to be furnished with Inland Revenue Department together with Profits Tax Return. The audited financial statements are not available to the public or to the foreign authorities except those of a listed company.

Director(s)

A minimum number of one (1) director is required and full details of these must be filed with the Companies Registry and are available for public inspection. The director(s) can be of any nationality and be resident anywhere. Corporate nominee directors are permitted.

Company Secretary

Every private Hong Kong limited company must appoint a company secretary, who may be an individual or a corporate entity, but the company secretary must reside in Hong Kong; if a corporate entity acts as company secretary, it must have a place of establishment in Hong Kong.

Shareholder(s)

A minimum number of (1) one shareholder is required whose details are filed on the Companies Registry and are available for public inspection. Corporate shareholders are permitted and anonymity can be achieved by the use of nominee shareholders or offshore IBC holding company or foundation. The shareholder(s) can be of any nationality and be resident anywhere in the world.

Exchange Control

None

Type of Law

English Common Law

Principal Corporate Legislation

Company Formations in HK is regulated and enshrined in the Companies Ordinance (Cap 32).

Annual Maintenance Fees

Annual maintenance fee is estimated is at US $1,200, which covers annual filing fee, annual company secretary fee, annual business registration fee and annual registered office fee.

In addition to the above there is the statutory audit fee, which for most situations will be US$700. An exact quote can be provided if operations are extensive, complex or if there are local operations to consider.

Restrictions

Once a bank account is pre-approved, our client must physically be present to sign the documents at the bank in Hong Kong.

Double Taxation Avoidance Agreements

Hong Kong has Double Taxation Avoidance Agreements (DTC’s) with: Austria, Belgium, Brunei Darussalam, Canada, China, Czech Republic, France, Guernsey, Hungary, Indonesia, Ireland, Italy, Japan, Jersey, Kuwait, Liechtenstein, Luxembourg, Malaysia, Malta, Mexico, Netherlands, New Zealand, Portugal, Qatar, Spain, Switzerland, Thailand, United Kingdom, and Vietnam.

Hong Kong The Global Financial Centre – Why Choose Hong Kong as an Offshore Tax Haven?

Hong Kong has been rated the world’s freest economy by the Index of Economic Freedom for the 20th consecutive year.

Having successfully steered through major worldwide ups and downs, the territory continues to have a high level of market openness (measured by freedom in finance, trade and investing).

This is enhanced by a regulatory environment that is transparent and a tax system that’s competitive.

To top it off, Hong Kong’s highly spirited labour force and strong labour freedom fuel its economy with vigour and an unmatched ability to quickly recover.
Currently, Hong Kong is the absolute best option out there for a multi-currency corporate account (10 different currencies), with internet banking at one of the largest banks in the world, in one of the world’s premier and largest offshore banking jurisdictions.
No bank or reference letters are required under this program!

However, once the account is pre-approved, physical presence is now necessary at the bank in Hong Kong. Only HK 10,000 (around US$1,400) is needed as a minimum account opening balance.
Bank account opening is accomplished within 3 business days after HK company is formed and once signatory has visited. There is no need for all directors or shareholders to visit. This is one of the most hassle-free bank account opening options we know of worldwide.

Hong Kong has a world-class corporate and financial sector with strong corporate laws wide-ranging investment opportunities with a company formation market that is amongst the world’s most renowned markets for non-resident business corporation.

Advantages of Doing Business in Hong Kong

  • Hong Kong incorporates more companies per annum than any other jurisdiction and most of these are trading companies doing real business rather than asset protection or tax avoidance vehicles so there is no immediate suggestion that the company is also being used for tax avoidance.
  • Hong Kong is a well-known and respected jurisdiction that is not blacklisted anywhere.
  • Forming a Hong Kong company through our special service allows you to obtain an account in Hong Kong with one of the largest financial institutions in the world without the usual requirement of reference letters of any type.
  • A Hong Kong company is an essential element of doing almost any type of business in Mainland China.
  • Hong Kong is a PayPal approved jurisdiction and one of very few no-tax jurisdictions where it is possible to have an unrestricted PayPal account. (The only other two jurisdictions where this is possible are Cyprus and Gibraltar).
  • No tax treaties with any other countries except for a double taxation agreement with China. China, which controls Hong Kong, is unlikely to be pressured by OECD countries.
  • World-class multi-currency banking available with some of the largest international banks in the world.
  • Good banking secrecy. The company can be anonymous if you use our nominee director/shareholder services or set up a foundation to own all the shares in the company.
  • English is the main business and banking language.

Things to Consider about a Hong Kong Company

  • Directors and Shareholders are public information (using our nominees can resolve this)
  • Annual accounts must be audited and filed (but information is not publicly available)
  • Local resident secretary must be appointed (nominee provided)
  • Annual fees are higher than what is normal in most other IBC jurisdictions, because of the requirements for filing company financials. In-Depth Information about Hong Kong Offshore Jurisdiction

Infrastructure and Economy


Separating Hong Kong Island and the Kowloon peninsula is Victoria Harbour, which is recognised internationally as one of the world’s perfect natural harbours. It varies in width from two to ten kilometres. An additional 13,517 sq. km of land has been reclaimed in the New Territories to provide additional dockyard and warehousing facilities. It is estimated that well over 100,000 containers per month pass through the port.

Hong Kong is the leading South East Asian centre for both finance and commerce and ranks as the world’s third largest financial centre after New York and London. There are more than 160 licensed banks with more than 130 foreign banks having representative offices in Hong Kong and a further 225 licensed deposit taking finance companies all of which play an active role in the financing of international trade and commerce.

Language

The official languages are English and Chinese, with English being used in the commercial and political context and Cantonese and Mandarin Chinese used widely in industry and domestic trade.

Requirements for Incorporation of a Hong Kong Company

  • A clear photocopy of passport of each director and shareholder of the proposed company. If shareholder/director is another corporation, please provide us its certificate of incorporation instead;
  • A clear photocopy of the recent residential address with proof of each director and shareholder of the proposed company. If the shareholder/director is another corporation, please provide us any document showing its registered address instead;
  • The authorized share capital and par value per share respectively. If not otherwise provided by the client, we will apply for our standard authorized share capital. That is HK$10,000 divided into 10,000 shares of HK$1 each;
  • The issued and paid up share capital. If not otherwise provided by the client, we will apply for the minimum issued and paid up capital;
  • The shareholding amongst each shareholder if there is more than one shareholder;
  • The name and address of any third party of 18 years old or above who will witness the shareholders’ signatures in the Memorandum and Articles of Association (M&A). Please be advised that the third-party witness is also needed to sign in the M&A;
  • The business scope of the proposed company;
  • Three proposed company names in order of priority. The proposed company name can be of English or Chinese only or both.

Total cost of packages inclusive of Government Fees: $7200 USD