[ESTABLISHING A BUSINESS ENTITY IN HONG KONG]
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(b) a copy of the company’s articles of association; and (c) a Notice to the 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 4 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 trademarks with the Trademarks 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 company being formed. The appropriate Model Articles will apply insofar as the articles registered by the company upon incorporation do not exclude or modify them. If a company’s registered articles do not prescribe any regulations for the company at all, the appropriate Model Articles will form part of the company’s articles. Member and Share Capital A limited company shall be formed by at least one founder member. A non-Hong Kong resident or a body corporate can be a member but, subject to certain exemptions, a body corporate cannot be a member of a company which is its holding company. The Companies Ordinance has not prescribed any requirements on the number of shares to be issued and the minimum amount of a company’s paid -up capital. Companies in certain industries (e.g., insurance companies and financial institutions) may however be subject to minimum share capital requirements under the relevant regulatory regimes.
ILN Corporate Group – Establishing a Business Entity Series
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