Hong Kong Company Memos: Incorporation, Change of Name, and Annual Profit Tax Filing

Hong Kong has always been a good place in Asia or even in the world for many entrepreneurs to incorporate a new business. The benefits include low profit tax rate, dynamic business environment, established financial environment, trustworthy legal system, and more. The location of Hong Kong is ideal for many international businesses as it can act as the hub between Mainland China and the rest of the Asia-Pacific regions.

Not only a local citizen with a valid Hong Kong ID (i.e. permanent residence) may open a company in HK, there is no restriction for foreigners (who do not possess a Hong Kong permanent residence status) to incorporate in HK.

When you take a close look at the company formation in Hong Kong, an entrepreneur may choose between a Hong Kong local company or an offshore company (which locates outside of HK).

Within a local Hong Kong company, there is a choice among a limited company, a sole proprietorship, or a partnership.

Within the limited company, there is a choice between two types. One is a company limited by shares, and the other is a company not limited by shares (or also known as limited by guarantee).

The choice between the company limited by shares and the company limited by guarantee is all up to the objectives of the entrepreneur. i.e. What exactly he wants to achieve.

Other document must be submitted alongside the NNC1 form (for limited by shares) or NNC1G form (for not limited by shares). These additional documents include the articles of association, and notice to business registration office.

The offshore company (i.e. non Hong Kong based company) should be registered with the Companies Registry. The HK Companies Registry requires it to be registered within a month after the entrepreneur has started conducting business in HK.

In each calendar year, both local HK companies and non Hong Kong companies are required to submit annual Return and statutory documents to the Companies Registry. The documents include notice of appointment of receiver or manager, and notice of mortgagee entering possession of property or notification of payment.

It is possible for a local company to change its official name. The best practice is to always check whether the new preferred name is not already and is available for registration with the Companies Registry. Make sure the company who needs to have its name changed can meet the special resolution and the intellectual property rights. This time it is not the NNC1 form or NNC1G form that you will have to fill in and submit. Simply complete the NNC2 form. Submit the form with the new company name to the HK Companies Registry office.

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