Generally, takes around 2 weeks. But we can do an express service for client in urgent case.

Including: drafting the Articles of Association, Company registration fee, Business registration fee, Company Kit (incl. Common Seal, Pre-ink stamps, Share Certificates, 8 copies of Articles of Association and  Registers), and document for appointment of director and company secretary, service for filing of documents and 2 times of document courier to/from Local business and industrial district.

Share is monetary interest of a shareholder in a company, it represents a percentage of capital of the company, generally speaking, “Share” is a share in the capital of a company. According to the companies Ordinance (Cap 22) section 135, shares do not have nominal value. However, in our practice, usually client will set the share capital at HKD10,000-, HKD1- per share for incorporation purpose. Also, in the articles of a company must state the number of shares that the founder members have agreed to take. Such founder shares are paid on or before incorporation of the companies.

The terms “member” and “shareholders” can generally be interchanged for a company limited by shares. The minimum number of members is one person. Individual or a Corporations can be a member of a company. For a private company, by law or the articles of associates of the company, there are some restrictions:

• Restrict the right to transfer its shares;
• Limit the number of its members to 50;
• Prohibit any invitation to the public to subscribe for any shares or debentures of the company.

In general, a private company must have at least one director. For a private company which is not a member of a group of companies that includes a listed company, it may appoint a body corporate as a director. However, the company must have at least one director who is a natural person.

A director must attained the age of 18 years. An undischarges bankrupt is prohibited from acting as a director or taking part in the management of a company indrectly or directly, unless there is the leave from the court.

Law: sections 454, 457,459 & 480, Companies Ordinance (Cap 622)

Principle 1: Duty to act in good faith for the benefit of the company as a whole

A director of a company must act in good faith in the best interests of the company. This means that a director owes a duty to act in the interests of all its shareholders, present and future. In carrying out this duty, a director must (as far as practicable) have

regard to the need to achieve outcomes that are fair as between its members.

Principle 2:Duty to use powers for a proper purpose for the benefit of members as a whole

A director of a company must exercise his powers for a “proper purpose”. This means that he must not exercise his powers for purposes that are different from

purposes for which they were conferred. The primary and substantial purpose of the exercise of a director’s powers must be for the benefit of the company. If the primary motive is found to be for some other reasons (e.g. to benefit one or more directors and to gain control of the company), then the effects of his exercise of his power may be set

aside. This duty can be breached even if he has acted in good faith.

Principle 3:Duty not to delegate powers except with properauthorisation and duty to exercise independent judgement

Except where authorised to do so by the company’s articles of association (the “constitution”) or any resolution, a director of a company must not delegate any of his powers. He must exercise independent judgement in relation to any exercise of his powers.

Principle 4: Duty to exercise care, skill and diligence

Section 465 of the Companies Ordinance (Cap. 622) provides that a director of a company must exercise reasonable care, skill and diligence. This means the

care, skill and diligence that would be exercised by a reasonably diligent person with-

(i) the general knowledge, skill and experience that may reasonably be expected of a person carrying out the functions carried out by the director in relation to the company; and

(ii) the general knowledge, skill and experience that the director has.

Principle 5: Duty to avoid conflicts between personal interests and interests of the company

A director of a company must not allow personal interests to conflict with the interests of the company.

Principle 6: Duty not to enter into transactions in which the directors have an interest except in compliance with the requirements of the law

A director of a company has certain duties where he has a material interest in any transaction to which the company is, or may be, a party. Until he has complied

with these duties, he must not, in the performance of his functions as a director, authorise, procure or permit the company to enter into a transaction. Furthermore,

he must not enter into a transaction with the company, unless he has complied with the requirements of the law. The law requires a director to disclose the nature and extent of his interest in respect of such transactions. Under certain circumstances the constitution may prescribe procedures to secure the approval of directors or members in respect of proposed transactions. A director must disclose the relevant interest to the extent required. Where applicable, he must secure the requisite approval of other directors or members.

Principle 7:Duty not to gain advantage from use of position as a Director

A director of a company must not use his position as a director to gain (directly or indirectly) an advantage for himself, or someone else, or which causes detriment to

the company.

Principle 8:Duty not to make unauthorised use of company’s property or information

A director of a company must not use the company’s property or information, or any opportunity that presents itself to the company, of which he becomes aware as a director of the company. This is except where the use or benefit has been disclosed to the company in general meeting and the company has consented to it.

Principle 9: Duty not to accept personal benefit from third parties conferred because of position as a director

A director or former director of a company must not accept any benefit from a third party, which is conferred because of the powers he has as director or by way of reward for any exercise of his powers as a director. This is unless the company itself confers the benefit, or the company has consented to it by ordinary resolution, or where the benefit is necessarily incidental to the proper performance of any of his functions as director.

Principle 10:Duty to observe the company’s constitution and resolutions

A director of a company must act in accordance with the company’s constitution. He must also comply with resolutions that are made in accordance with the

company’s constitution.

Principle 11:Duty to keep accounting records

A director of a company must take all reasonable steps to secure that the company keeps accounting records that are sufficient to show and explain the company’s

transactions and disclose with reasonable accuracy the company’s financial position and financial performance.To avoid breaching the fraudulent trading provisions

in section 275 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32), a director must not allow the company to incur further credit knowing that there is no reasonable prospect of avoiding insolvency.

Sources: Companies Registry March 2014

• all the members of the company agree to the deregistration;
• the company has never commenced operation or business, or has ceased to carry on business for at least 3 months immediately before the application;
• the company has no outstanding liabilities;
• the company is not a party to any legal proceedings;
• the company’s assets do not consist of any immovable property situate in Hong Kong; and
• if the company is a holding company, none of its subsidiary’s assets consist of any immovable property situated in Hong Kong.

The company will be dissolved on deregistration and, upon dissolution, all the company’s property (including credit balances in the company’s bank accounts, motor vehicle, landed property, etc.), if any, is vested in the Government of the Hong Kong Special Administrative Region as bona vacantia.

If the company want e.g. bank balances could be returned to the company, the company will need to apply for court order to re-instate the company.

A director of a company must take all reasonable steps to secure that the company keeps accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy the company’s financial position and financial performance (may refer to the answer of the principles of director's duties). These records must be kept for a period of 7 years after the financial year-end, must be kept at a place in Hong Kong; can be kept in hard copy or electronic form; must be open to inspection and allowed to be copied by directors without charge.

Law: section 373 to 377, Companies Ordinance (Cap 622)

Yes. An auditor’s report must be prepared on any financial statements prepared by the directors. The auditor must express an opinion on the financial statements whether the statements have been prepared in compliance with the ordinance; and give a true and fair view of the financial position and performance of the company or state the opinion in the auditor’s report; and bring the opinion to the member’s attention.

Law: section 405 to 409, Companies Ordinance (Cap 622)