[ESTABLISHING A BUSINESS ENTITY IN HONG KONG]
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which the applicant proposes to register under the Companies Ordinance; and as at the date of application, the applicant’s first financial year end since its incorporation has passed; the applicant shall comply with all requirements in the Companies Ordinance in respect of re- domiciliation; and the intended re-domiciled company must not be used for an unlawful purpose or for a purpose contrary to public interest; the re-domiciliation application is made by the applicant in good faith and not intended to defraud its existing creditors; and If under the law of the place of incorporation or the constitutional document of the applicant, members’ consent is required for the re-domiciliation to Hong Kong, such consent has been obtained. If there is no such requirement, the applicant has obtained members’ consent in accordance with the requirements under the Companies Ordinance; and the applicant will be able to pay its debts which fall due within the period of 12 months beginning on the application date; and the applicant is not in liquidation and no proceedings for liquidation
against the applicant are ongoing or pending.
In making an application for re-domiciliation, an applicant must deliver the re-domiciliation form, a copy of the proposed articles of association, and other supporting documents required by the Companies Registry, together with the prescribed fees, to the Companies Registry. On registration as a re-domiciled company, a Certificate of Re-domiciliation and a Business Registration Certificate will be issued. As soon as practicable after the re-domiciliation date, the re-domiciled company must take all reasonable steps to procure its deregistration in its place of incorporation, and submit evidence of deregistration to the satisfaction of the Companies Registry within 120 days after the re- domiciliation date, failing which its registration as a re-domiciled company will be revoked. The re-domiciled company must also comply with all the relevant filing requirements under the Companies Ordinance, including those which are imposed specifically on re-domiciled companies. 3.3 Non-Hong Kong Company 3.3.1 Branch A non-Hong Kong company may carry on business in Hong Kong through a place of business in Hong Kong, commonly referred to as a “branch”. It is only an address at which the business is carried on and hence is not a separate legal entity from the non-Hong Kong company. Registration A non-Hong Kong company is required to be registered as a registered non-Hong Kong company within one month after the establishment of the place of business in Hong Kong by delivering the following documents
(iii)
(b) Integrity: (i)
(ii)
(c) Member and creditor protection: (i)
(ii)
(d) Solvency: (i)
(ii)
ILN Corporate Group – Establishing a Business Entity Series
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