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Clients should first identify the purpose in registering company and choose the Jurisdiction of Incorporation in accordance with their business needs. We have two typical examples for your consideration. If the company is engaged in General Trading Business, you may consider registering a Hong Kong company and then opening a corporate bank account to run offshore business. There will be benefited from tax exemption in Hong Kong. If the company is a Pure Holding Company, you may consider registering an offshore company to protect the interests of shareholders.
Among different offshore jurisdictions, British Virgin Islands (BVI) and Marshall Islands are good options due to their sound legal framework. They have introduced Economic Substance (ES) Laws imposing ES requirements on any legal entity and connecting to the International Tax Compliance. Since the regulations and taxes are essentially different in Jurisdictions of Incorporation, the clients should appoint a licensed and professional Secretarial Company to incorporate and maintain their companies in order to operate the business in compliance with the law of the jurisdictions.
Hong Kong companies must register in Companies Registry (CR) and comply with the various provisions in the <Companies Ordinance>, and renew Business Registration Certificate and file Tax Returns to Inland Revenue Department (IRD). Offshore companies mostly register in accordance with International Business Companies Act in different offshore jurisdictions such as BVI.
The jurisdictions are generally tax-exempt and provide high level of confidentiality to the organization. Mainland companies are required to comply with Company Law of the People's Republic of China and can register in different cities such as Shanghai and Shenzhen in the Mainland China. Preferential policies and tax concessions for the companies will be obtained from the Local Authorities in the cities.
- 1.Hong Kong companies should be incorporated by a licensed and professional Secretarial Company and a registered address in Hong Kong is compulsory. Offshore companies must be set up at the registered office by a Registered Agent in the offshore jurisdictions, and the Secretarial Company will act as the Administrator to provide registration and maintenance services of the companies. Mainland companies must register at the relevant Local Authority in the presence of legal representative and Secretarial Company can carry on the registration procedures for the clients.
The formation of a Hong Kong private company must include at least a Director of nature person who has the power to execute corporate actions and a competent Secretary who should be a licensed Secretarial Company. Offshore company Directors can be nature persons or legal entities which can execute corporate actions. The title of Secretary is generally not necessary for Offshore companies. A Mainland company is required to form with a Board of Directors. The chairman of the Board is the legal representative who has the power to execute corporate actions but the other Directors do not have the same power generally.
- 3.The company structure of Hong Kong and Mainland companies are disclosed and the public can search for the company information from web portal of the government. The organization of Offshore companies are confidential and the Director and Shareholder information will not exposed to the public.
Hong Kong companies are required to prepare financial statements compulsorily for the business. The financial statements must be audited for the statuary filing of Profits Tax Return. Offshore companies generally need not draft financial statements and tax reports. Mainland companies are also required to prepare financial statements and file tax reports to the relevant Local Authority.
- 1.Hong Kong implements Capitalist System and shall protect the right of private ownership of property in accordance with law. The disposal and inheritance for the right of private ownership of property shall also be protected by law.
The formation of a Hong Kong company is favorable to the opening of Hong Kong bank accounts. There shall be free flow of capital and free exchange of currency in Hong Kong.
- 3.Hong Kong pursues a free trade policy and does not maintain barriers on trade. In general, no tariff is charged on import or export of goods and hence promote the development of international trading.
Hong Kong companies can run offshore business where the capital can flow into other places through the Hong Kong account but the business of the company are not in Hong Kong. There shall benefit from tax exemption of the company.
Clients shall appoint a licensed and professional Secretarial Company to incorporate Hong Kong companies and the Secretarial Company need to conduct statutory Due Diligence process and then set up the companies.
Clients shall also appoint a professional Secretarial Company to incorporate Offshore companies. The Secretarial Company collaborates with Registered Agents to provide the registered office and register the Offshore companies complied with the law in the offshore jurisdictions.
Hong Kong companies can be incorporated by Express Method or Normal Method. If the incorporation documents are duly signed and Due Diligence is compliant, the companies can be incorporated within 3 business days and around 9 business days by the Express Method and Normal Method respectively.
Offshore companies can be incorporated in the form of Shelf Company and the companies will be generally incorporated in 1-2 weeks if all procedures are compliant. The registration timeline will be longer for Tailormade Offshore companies of different company structure.
- Hong Kong
Hong Kong | Beijing | Shanghai |
Guangzhou | Shenzhen
Guangzhou | Shenzhen