[ESTABLISHING A BUSINESS ENTITY IN HONG KONG]
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funds towards the attainment of its stated objects and prohibiting distribution of its incomes and properties amongst its members. Incorporation A limited company can be incorporated in Hong Kong by delivering the following documents with the prescribed fees to the Companies Registry: (a) Incorporation Form; (b) a copy of the company’s articles of association; and (c) a Notice to Business Registration Office. Under the One-stop Company and Business Registration Service, any person who applies for incorporation of a local company will be deemed to have made a simultaneous application for business registration. Upon approval of an application for company incorporation, the Companies Registry will issue the Certificate of Incorporation and the Business Registration Certificate in one go. Companies limited by shares will normally be incorporated within four working days if the application is delivered in hard copy form. To save the incorporation time, it is common for those with immediate business needs to acquire from company service providers ready-to- use “shelf” companies, being companies which have already been incorporated but have never commenced any operations. Company Name A local company can have either an English name or a Chinese name or both, but a company name with a
combination of English words/letters and Chinese characters cannot be registered. There are some other restrictions on the choice of company names. For example, a company name will not be registered if it is the same as that of an existing company, and certain company names which would likely to give the impression that the company is connected with the government require the approval of the Registrar of Companies. A company or business name registration is not an indication of intellectual property rights so a company may still need to apply for registration of its trade marks with the
Trade Marks Registry. Articles of Association
A company must have articles prescribing regulations for the company. The articles of association must include certain mandatory clauses, such as those stating the limited liability of members, share capital and initial shareholdings. Other than the mandatory clauses, a company is largely free to adopt any other clauses for the internal regulations of the company unless overridden by statutory provisions. The Financial Secretary has prescribed Model Articles for different types of companies, dealing with a range of matters such as directors, members, their meetings, shares, and corporate communications. A company may adopt any or all of the provisions of the Model Articles appropriate to the type of the company being formed. The appropriate Model Articles will apply insofar as the articles registered by the company upon
ILN Corporate Group – Establishing a Business Entity Series
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