Corporate Secretarial Service
Apart from daily operation, enterprises still have to handle the claims directly or indirectly related to operation. In order to spare more time for the management team to focus on business, PFR provides various services, not only including audit, accounting and taxation consultation, we also provide all-round corporate secretarial service services fitting enterprise’s development needs.
Under the Companies Ordinance (Cap. 32) of the Laws of Hong Kong, a limited company incorporated in Hong Kong should appoint a company secretary, to perform the legal liability of the company, which includes declaration of relevant organisation structure, changes of shareholders and directors to the Companies Registry, as well as contemplation of the agenda of company meetings for Board of Directors, preparation of annual general meetings of shareholders and provision of professional advisory service and advice on relevant statutory ordinances.
PFR provides Hong Kong Corporate Secretarial Service, committed to reducing worries and doubts incurred by clients when facing relevant laws, and assessing whether corporate strategy is in compliance with relevant laws, while communicating information on the latest company laws and conducting analysis on the effects confronting the company.
Our Services Include:
- Preparing and keeping statutory records, such as register of shareholders and register of directors, etc.
- Arranging and attending meetings of directors and shareholders, and preparing minutes of meetings
- Preparing and submitting statutory documents, including annual return form
- Preparing and submitting application for business registration certificate
- Assisting in opening bank account
- Assisting in applying for Hong Kong work visa
- Deregistering the company and suspending applications for activities
- Providing relevant advice on company liquidation and bankruptcy
As one of financial centres in the world, Hong Kong is an ideal place for making investment and opening bank accounts for investors. However, banks have different requirements on the formalities for and necessary information on opening accounts. A company’s director may have to spend additional time in making enquiries to the bank for this as he may fail to provide necessary information or is unfamiliar with the procedures for bank account opening, which may cause a waste of time for them.
PFR has established a strong business relationship with Hong Kong’s international banks and courteously provide bank account opening service in Hong Kong. We will handle for enterprises the formalities for opening bank accounts with international banks in Hong Kong and assist them in making appointments with banks and the preparation for relevant documents needed, depending on the actual circumstances of such enterprise . The documents needed may include certified documents from accountants (issued by certified public accountants of Hong Kong), business licenses, director’s declarations and minutes of the board of directors.
Advantages of Opening Bank Account in Hong Kong
- No restriction on foreign exchange remittance, free transfer of funds
- Convenience in settlement of international trades
- No interest tax with a higher actual revenues of deposits
- Free conversion of currencies
- Convenient daily account operation and online bank transactions
- Convenience in getting trade financing from international banks
Required Documents
- Original copies of identification documents of shareholders and directors
- Original copy of Business Registration Certificate
- Original copy of articles of association of the company
- Statutory documents for incorporation
- Proof of the directors’ addresses
- Business evidence, such as purchase orders , invoices for sales and purchase, contracts, bills of lading
- Certified documents from accountants
Methods of Opening Bank Account in Hong Kong
- By visiting a bank of Hong Kong in person
- By video account opening
Take HSBC as an example:
- By visiting HSBC in person: the shareholders and the directors visit HSBC in person. Under normal circumstances, the formality for opening a bank account can be completed on the same day
- By video account opening: the shareholders and the directors visit a HSBC branch in the mainland China after making an appointment in advance. A bank account would be opened under the witness of a branch staff member. It takes 15 - 30 working days, depends on process time of the bank.
Procedures for Opening Bank Account in Hong Kong
- Submit a bank account opening application
- Assign a bank account number
- Deliver a cheque Book
- Deliver passwords for online banking
- Activate online banking password
- First time online banking registration service
- Deliver or obtain ATM card and password
Comparison of Charges and Fees for Main Banking Services in Hong Kong
| Name of Bank | Opening Deposit(HKD) | Management Fee(HKD) | Fee for Inward Remittance(HKD) | Fee for Outward Remittance(HKD) |
|---|---|---|---|---|
| HSBC | 10,000-50,000 |
Business Direct Account： $ 200 per month (only if the average daily balance of the previous 3 months less than $50,000) |
From overseas：65 From other banks in Hong Kong：15 |
To overseas: 85-115 To banks in Hong Kong: 35-55 |
| Hang Seng Bank | 10,000-50,000 | $200 per month (only if the average daily balance less than $50,000) |
From overseas：60 From other banks in Hong Kong: free |
To overseas: 110 To banks in Hong Kong: 15-50 |
| BOC (Hong Kong) | 50,000 | $ 120 per month (only if the average daily balance less than $50,000) |
From overseas: 0-60 From other banks in Hong Kong: 12 |
To overseas: 105 To banks in Hong Kong: 18-50 |
| SCB | 100,000 | $ 600 per month (only if the average daily balance less than $100,000) |
From overseas: 55 From other banks in Hong Kong: free |
To overseas: 160 To banks in Hong Kong: 0-200 |
| Citibank | 100,000 | $ 100 per month (only if the average daily balance less than 10,000) | Free |
To overseas: 280-330 To banks in Hong Kong: 50-100 |
Notes:
|
||||
In the light of globalisation and the development of international trading, the transnational flow of talents has become a common phenomenon. An employer is required to apply for a working visa for any foreigner, otherwise it will be deemed as ‘illegal employment’ and the employers have to bear legal responsibility. PFR has ample experience in applying for working visa and solving problems, we are able to find out the advantages of the applicants based on their specific circumstances and work out the most suitable solutions toward successful applications.
In addition, we also assist the applicants in the preparation of relevant supporting documents, reports on the operation of the companies, financial statements, tax returns and other files and materials.
Our Services Include:
PFR can provide Nominee Service and act as nominee shareholder or nominee director to ensure normal operation of enterprise, if shareholders or directors of the enterprise are unwilling to publicize personal information, or due to other business considerations.
Nominee Service has the following characteristics
- Nominee contract, after the payment of Stamp Duty to the Inland Revenue Department, will be stamped to protect the beneficial owner's rights to company properties and income distribution
- The beneficial owner can dismiss the nominee shareholder and director from office at any time
- Nominee should sign no commercial contract on behalf of the company without a written authorisation of the beneficial owner
- Nominee is not liable to commercial activities of the company
Shareholders usually are not familiar with the related formalities when planning to terminate the company, so this may possibly result in the breach of relevant laws due to ignorance, and if the infractions are severe, they could lead to arrest or impact future exit and entry of Hong Kong.
PFR's services cover all sectors in company liquidation/deregistration, and with extensive knowledge and experience, we can help a shareholders to terminate their company successfully through our professional service.
Hong Kong Company Liquidation
Hong Kong Company Liquidation can be divided into Voluntary Liquidation by Shareholders or Creditors, and Statutory Liquidation by the Court.
-
Voluntary Liquidation by Shareholders
Voluntary Liquidation by Shareholders shall be conditional in the following:- Account book of company is complete
- Consent is obtained from a majority of shareholders through extraordinary resolution passed at meetings of shareholders
- The company is solvent
- A liquidator must be appointed to monitor and handle the whole process of liquidation
-
Voluntary Liquidation by Creditors
Voluntary Liquidation by Creditors shall be conditional in the following:- Account book of company is complete
- The company is insolvent and cannot continue operation
- A liquidator of the company is appointed by creditors to monitor and handle the whole process of liquidation
- This liquidator must be a certified public accountant or solicitor
-
Statutory Liquidation by Court
Liquidation petitioned by the court is a statutory liquidation. The company itself, its creditors, the Company Registrar or the Official Receiver can be petitioned for liquidation. After the order of liquidation is issued, the court will delegate a liquidator, and the Official Receiver can also act as temporary liquidator; the whole process will involve more than many meetings of directors, shareholders and creditors.
Hong Kong Company Deregistration
Under Section 291 of the Companies Ordinance (Cap. 32) of the Laws of Hong Kong, a company applying for deregistration with Companies Registry must meet the following conditions:
- Consent by all shareholders;
- The company has not commenced operation or business, or has ceased operation or business at least 3 months before the application of deregistration;
- No outstanding indebtedness, including governmental license fee and tax;
- The company is not a party to any legal proceedings;
- The company has no immovable property situate in Hong Kong;
- If the company is a holding company, none of its subsidiary’s assets consist of any immovable property situate in Hong Kong; and
- Obtain the Written Notice of No Objection issued by the Commissioner of Inland Revenue.
In addition, if someone has an objection to this deregistration, he/she can file application for re-registration with the court within 20 years from the effective date of deregistration, when the court shall order the Companies Registry to resume business of the deregistered company.
Company may be deregistered when shareholders decide to terminate the company, due to difficult business operation or financial crisis which cannot be dissolved.
In China, the procedure for company deregistration is rather complicated, particularly in face of mainland customs and tax departments. PFR's China Taxation Group is familiar with every sector of company deregistration, so we can assist enterprise in completing the procedure of deregistration successfully and free client from worry of disturbance in the rear, by virtue of our experience of processing company deregistration in various industries.
Main Procedures of Company Deregistration Include:
- Engagement of certified public accountant to audit company's accounts
- Establishment of liquidating group
- Issuance of notice and announcement of application for creditors' rights by liquidating group
- Tax clearence
- Recognition by relevant governmental departments
- Distribution of properties
Sequence of Distribution of Properties:
- Payment of liquidating costs
- Payment of employees' wages, social insurance cost
- Full payment of tax
- Liquidation of debt
- Distribution to shareholders
After completing liquidation of company, the liquidating group needs to prepare liquidation report which, after confirmation by meeting of shareholders or China Court, will be declared with administration for industry and commerce and administration of taxation, in application for deregistration.
Our Services Include:
- Assessment of The Necessity of Company Deregistration
- Assessment of Taxation Risk in Deregistering Company
- Contemplation of Deregistration Scheme
- Preparation of Relevant Documents
PFR will provide enterprises with advice on debt repayment as well as Insolvency & Liquidation, evaluate risk of Insolvency & Liquidation, help clients complete relevant business, process customs affairs, tax affairs and administrative affairs in legal proceedings, etc. Furthermore, to provide services, such as processing liquidation formality, dealing and selling of remaining assets and preparing financial statements.
Our Services Include:
- Company Takeover
- Creditor's Voluntary Liquidation
- Compulsory Liquidation