A private company having a share capital should file its Annual Return (Form AR1) once every calendar year (except in the year of its incorporation) within 42 days after the anniversary of its date of incorporation.

For other companies, the Annual Return should be filed within 42 days after the date of the Annual General Meeting (AGM) or within 42 days after the date of the written resolution passed in lieu of the AGM together with the original or certified copy of audited accounts.

The annual registration fee payable for an Annual Return for different types of local companies are as follows :-

(a) For a private company having a share capital, the annual registration fee payable for an Annual Return is HK$105 if it is delivered within 42 days after the most recent anniversary of the date of its incorporation.

Substantially higher registration fees are payable if the Annual Return is not submitted within the prescribed 42 days time limit. 

(b) In the case of an Annual Return of other companies having a share capital, the annual registration fee payable is HK$140 if it is delivered within 42 days after the date of the Annual General Meeting (AGM) or within 42 days after the date of the written resolution passed in lieu of the AGM.

Substantially higher registration fees are payable if the Annual Return is not submitted within the prescribed 42 days time limit. 

(c)  For a company not having a share capital (most of the companies limited by guarantee fall into this category), the annual registration fee payable is HK$105 and the Annual Return should be delivered within 42 days after the date of the AGM or within 42 days after the date of the written resolution passed in lieu of the AGM. 

A company which fails to file Annual Returns within the prescribed time period is in breach of the Companies Ordinance and is liable to prosecution. The Registrar of Companies may consider taking striking off action having regard to the ircumstances of each case.

It is the responsibility of the director(s) or secretary of a company to observe the requirements of the Companies Ordinance to file Annual Returns and other statutory documents on time. The Companies Registry is not obliged to remind a company or its officers to file the Annual Return of the company.

The annual registration fee is a statutory fee prescribed in the Eighth Schedule to the Companies Ordinance and is ayable on the delivery of the Annual Return. The Registrar of Companies has no discretion on the amount of fee payable.

For more information on the consequences of failure of filing an Annual Return on time, please refer to External Circulars No. 2/2003 and 3/2003 issued by the Companies Registry.

It is quite common that companies fail to submit the Annual Return on time (42 days after the most recent anniversary of the date of incorporation) due to busy in business. We will prepare the Annual Return for you or remind you of this annual obligation and the annual renewal of your Business Registration Certificate.

 We also establish companies in various offshore jurisdictions such as British Virgin Islands (simplified flow chart), Seychelles, Samoa, Cayman Islands, etc.

BVI appears to be the most favorable jurisdiction when our clients consider to set up, or buying, an offshore company.

 Capital structure:

 The standard capital structure of our package is US$50,000 (50,000 shares at US$1 per share; registered shares only). 

Although the BVI Business Companies Act, 2004 has abolished the concept of "authorised share capital" and allows a BVI company to have no "par value", clients are recommended to choose a capital structure of "US$50,000 (50,000 shares at US$1 per share; registered shares only)“ for easier understanding by third parties. 

Director and shareholder should provide (for our internal record) :

(a) Identity proof (such as Hong Kong Identity Card or passport); 

(b) residential address proof (such as telephone bill);

(c) a brief description and supporting of his/her background (business and/or academic).

The names and particulars of the directors and shareholders are not required to be filed with the Registrar.

Time required: 

It takes about 3 weeks to set up a BVI company "from scratch" (or 2 days if you buy a "shelf company").  

A “shelf company” is a company already set up but has never been used.  Most of the shelf BVI companies we offer are less than 3 months old.  

Opening of bank account:  

Different banks have different requirements regarding opening of bank accounts for offshore companies.  

For example, HSBC requires...

(a) "Certificate of Incumbency";

(b) "Director's Declaration";

(c) "CPA firm's certificate"

We can provide (b) and (c) for you free of charge. 

Annual fees:  The annual maintenance fee is below USD11,000, including Government fees, registered agent's annual fees and our fee. 

handling fee.  There is no audit requirement for most of the offshore companies. 

Name check:  If you already have some proposed names, please mail them to us for a "name check".  Our name check service is free of charge and takes 1-2 working days. 

Note:  The Part XI of the Companies Ordinance requires every "foreign company" which establishes a "place of business" in Hong Kong to register as a "non-Hong Kong company" within a certain time frame.  Subsequent changes in the particulars of the company are required to be filed with the Companies Registry.  These requirements increase administrative burden.  

In general, we do not suggest clients to use an offshore company to do business in Hong Kong, such as, letting of Hong Kong properties.  Please consult a professional before you set up, or buy, an offshore company. 

We do not provide "nominee director and shareholder services" any more. 

In case you do not wish the identity of the director and/or shareholder of a company, say, a Hong Kong company be disclosed, please send your concern to us by mail.  We might be able to give some alternative suggestions.

Declaration of Trust

Benefits: You can hold the shares of a company on behalf of a person who does not wish his/her identity disclosed. 

If you want to get rid of a solvent company, you can apply for "deregistration" in accordance with the provisions of section 291AA of the Companies Ordinance. Deregistration is easier and less expensive than "liquidation". The whole process takes 6-9 months.

Deregistration will not be entertained unless the company has filed all its Annual Returns, notices of changes in registered office or directors and secretary, etc.

Deregistration is commenced by application in the specified Form DR1 which states the grounds for application being:

·   That all members agree to deregistration;

·   That the company has no outstanding liabilities; and either

·   That the company has ceased operation for at least three months prior to the application

·   That the company has never commenced business or operation.

Application must be accompanied by a statement from the Inland Revenue Department confirming that the Commissioner has no objection to deregistration. This statement may be issued upon request (Form IR 1263) and payment of the required fee.

The issue of this certificate is dependent upon the company satisfying the Commissioner that there are no outstanding tax liabilities and application should be made within there months of the issue of the Revenue's confirmation.

Our advice: Do not close your bank accounts even if you want to have your company deregistered. Maintain the account at a minimum balance (beware of any minimum balance required by the bank) in case you might need to use the account again before it is deregistered. 

- Change of company's name

- Transfer of shares

- Increasing authorized share capital

- Allotment of shares

- Registration of a Non-Hong Kong company with the Companies Registry

- Provision of your own telephone line (using Skype's service)

-Search for public information at Companies Registry:

(1) capital structure,

(2) Identity card numbers or passport numbers and addresses of individual directors,

(3) names and addresses of shareholders of your corporate customers, suppliers and competitors.

- Certified true copies –

 HK$150 per Certificate of Incorporation and Business Registration Certificate; HK$300 per copy for other documents

- Setting up of a sole proprietor business (unlimited company)