Company Maintenance
Ongoing maintenance of the company is as critical as the initial incorporation to comply with the Companies Ordinances. The company should prepare a various set of forms and documents to be filed with the Hong Kong Company Registry and Inland Revenue Department annually. The Business Registration Ordinance requires every person who carries on a business in Hong Kong to apply for business registration within 1 month from the date of commencement of the business, and to display a valid Business Registration Certificate at the place of business. Business Registration License needs renewal upon the receipt of renewal demand note by the government. Apart from the fixed government fees on Business Registration and Annual Return filing fee, the annual maintenance costs can be variable depending on the company secretary service fees and provision for registered office address service fee from your service providers. Besides, it is compulsory to hold the Annual general meeting (AGM) annually to gather the company’s interested shareholders. The shareholders should receive a notice before the meeting arranged by the board.
1. Can I change the company name once the company is registered?
Yes. The company must pass a special resolution about the name change and submit Form NNC2 “Notice of Change of Company Name” along with the correct government fee.
2. When should I arrange the Change of Company Name to the Company Registry?
It must be arranged within 15 days after passing the special resolution.
3. Where can I choose a new company name?
To check the company name availability, you can contact our incorporation team at info@cheapincorp.com.
4. Can I raise an objection when a registered company name is too similar to my own company name?
Yes. If you consider that a company name registered AFTER the incorporation of your company is too similar to the name of your company, you may lodge an objection with the Company Registry by giving valid reasons and providing any available evidence of alleged confusion. If the Registrar agrees that the name is too similar to the previous registered name, the Registrar may direct the company to change its name.
5. What are the statutory duties of directors?
All directors must comply with the legal requirements under the Company Ordinance (Cap. 622), the key responsibilities include:
- To act in good faith for the benefit of the company as a whole
- To use powers for a proper purpose for the benefit of members as a whole
- To ensure the company complies with all statutory requirements and to make relevant filings to the Company Registry annually.
- To maintain proper books of account, and file the profit tax return form.
- To observe the company’s articles of association.
6. Is there any restriction on the number of directors for a private limited company?
Yes. Every private limited company must have at least one director who is a natural individual person.
7. What form should I deliver to Company Registry to report a change in particulars of directors (i.e. passport number update, residential address changes)?
You should deliver and register Form ND2B “Notice of Change in Particulars of Company Secretary and Director” within 15 days after the date of change.
8. Can a non Hong Kong resident be appointed as a company director or company secretary?
While a non Hong Kong resident can be appointed as a director, the company secretary should be a natural person who ordinarily reside in Hong Kong. For company secretary which is a body corporate, like CheapIncorporation, its registered office should be in Hong Kong and it should hold a valid TCSP license.
9. Can a sole director of the company be appointed as the company secretary too?
No. The Companies ordinance (Cap.622) prohibits the sole director from acting as the company secretary.
10. Can a body corporate be appointed as a director of a private limited company?
Yes. A body corporate director can also be appointed in additional to an individual director who is a natural person.
11. Can a director resign or be removed at any time?
A director can resign at any time, unless otherwise provided in the company’s article of association or by an agreement. The company shall check the articles of association to ensure the minimum number of directors can be maintained after the resignation.
12. How can I add a new shareholder to the company structure?
There are two ways for a limited company to add new shareholders (i.e. allotment of shares from the company and transfer of shares from an existing shareholder.)
13. What is a share allotment?
Share allotment is the creation and issuing of new shares by a company. New shares can be allotted to either existing shareholders or a third party investor. The company must also deliver a Form NSC1 to report this new issue of shares to the Companies Registry.
14. What is a share transfer?
A share transfer is the process in which a shareholder transfers his shares to a new or existing shareholder. In order to do so, it has to be pre-approved by the board of directors. The company shall also prepare the documents required for this share transfer, including the sold note, bought note, instrument of transfer, resolutions, recent audited report and company’s article of association.
15. What do I need to do to complete the share transfer?
After the documents in Q.14 are prepared, the company needs to send these documents to the Stamp Duty Office of Inland Revenue Department. Once the documents have been stamped, the process of the transfers of company shareholders is completed.
16. Do I need to deliver any specified form to Companies Registry for registering the transfer of shares?
No. There is no need to deliver any specified form to Companies Registry. However, the transfer of shares should be reported in the upcoming Annual Return Form NAR1.
17. My company has already delivered the Annual Return NAR1 for this year. However, the shareholding structure of the company has been changed. Do I need to deliver an amended Annual Return to report the changes?
No. The change of shareholders should be reported in the next Annual Return.
18. How can I change a business address in Hong Kong?
The company should deliver a form NR1 to Companies Registry and report the business address changes.
19. I don’t want my details as director or shareholder to be appeared on the public record. What can I do?
Under this circumstance, you can use a nominee director or shareholder to act on your behalf.
20. What are the reporting requirements for an offshore limited company in Hong Kong?
The company has to renew their business registration license, furnish the profit tax return and employer’s return which IRD issues to it.
21. Are Hong Kong companies required to file the annual company accounting?
Yes. All limited companies must file its audited accounting along with its profit tax return form on an annual basis. The accounting report must be audited by a member of the Hong Kong Society of Accountants and he or she must hold a practicing certificate.
22. What is my Business Registration Number (BRN)?
The Business Registration Number (BRN) can be found on the Business Registration License. It is usually 8-digit, and each company in Hong Kong must secure this number before conducting operations.
