[ESTABLISHING A BUSINESS ENTITY IN HONG KONG]
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Registered Office A company must have a registered office in Hong Kong to which all communications and notices may be addressed. The registers and company records are kept at the registered office, or a place notified to the Companies Registry. Post-incorporation Compliance Requirements A company incorporated in Hong Kong is subject to various annual or ongoing compliance requirements. In general, subject to certain exemptions, a company must: (i) deliver an annual return (for a company limited by guarantee, together with a certified copy of the relevant financial statements, directors’ report, and auditor’s report) and pay an annual registration fee to the Companies Registry within 42 days after the anniversary of the date of the company’s incorporation;
(v)
have its directors prepare financial statements (or consolidated financial statements if the company is a holding company), which must be audited, as well as directors’ reports for each
financial year and lay such reporting documents before the company in annual general meetings; (vi) hold an annual general meeting in respect of each financial year within the prescribed period to approve various matters such as the adoption of audited financial statements, directors’ report and auditors’ reports, declaration of dividends if any, re-election of directors and appointment of auditors; (vii) file annual tax returns and (if an employer) employer’s returns to the Inland Revenue Department for each year of assessment; (viii) renew business registration before expiry; and (ix) maintain the statutory registers (comprising the register of members, register of directors, register of company secretaries, register of charges and significant controllers register) and the records of resolutions and meetings of directors or members. Separate Legal Entity Under the doctrine of separate legal entity, a company is a different person from its members. As such, a company has its own rights and liabilities which are generally not regarded as those of its members nor of its directors. The
(ii)
deliver statutory returns to the Companies Registry upon certain changes in the company’s
registered particulars, such as any change of director, company secretaries or their particulars, address of registered office, company name or articles, within the prescribed time; (iii) have an auditor appointed for each financial year; (iv) keep accounting records in accordance with the statutory requirements;
ILN Corporate Group – Establishing a Business Entity Series
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