The Different Types of Companies

• Private companies are restricted on the right of its members to transfer their shares; they have a 50-person limit on the number of members; and it has a prohibition on any invitation to the public to subscribe for any shares or debentures of the company
• A public company does not have the restrictions for private companies (above).
• A listed company is a company whose securities are traded on the Stock Exchange of Hong Kong and is a public company.
• A limited company is one in which the liability of its members is limited. There are two types: companies limited by shares and companies limited by guarantee with share capital.
• For an unlimited company, in the event of winding-up, members are personally liable for all debts and liabilities incurred by the company.
• Overseas companies must be registered under the Companies Ordinance and are required to appoint an authorized representative.

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Registration Procedure

• Review the Companies Registry to see whether the proposed name is the same as any other name which is registered.
• Prepare the memorandum and articles of association and get them signed by the organizers.
• A declaration of compliance must be made by a solicitor.
• Submit memorandum and articles of association, declaration of compliance, and registration fee to the Companies Registry.
• A certificate of incorporation will be issued to evidence the establishment of the company.
• Every company incorporated in Hong Kong must be registered under the Business Registration Ordinance within 30 days of incorporation or the date of commencing business, whichever is the later.

BRITISH VIRGIN ISLANDS:

• International Business Companies are exempt from all BVI income tax. The BVI has no capital gains, capital transfer, estate or inheritance taxes. All instruments relating to transactions in respect of IBC shares and debt obligations, to property transfer to or by an IBC, and to transactions relating to the business of an IBC are exempt form BVI stamp duty.
• Corporate Requirements
  • one director as a minimum
  • one shareholder at least
  • no annual return needed
  • time taken 24 hours
  • the company must maintain a registered office address within the BVI, and must appoint a BVI resident as registered agent.

Are you setting up companies in Hong Kong, or arranging for companies to be set up in overseas jurisdictions? Contact the solicitors on this page for advise in handling company registration, company acquisition, dealing with compliance issues, contract management, sale and purchase of businesses and joint ventures.