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Documents required for share transfer for company in business:

1. Instrument of Transfer
2. Bought Note / Sold Note
3. Memorandum and Articles of Association
4. Annual Return
5. Certificate of Incorporation
6. Management Account, certified by the director
7. Profit and Loss Account, certified by the director
8. Audited Account of the previous two years, certified by the director

We have been asked a few times about whether a Hong Kong company needs to pay profit tax if its income is not derived in Hong Kong.

Legally, a Hong Kong company does not have to pay tax for the profit derived outside of Hong Kong. However, it can only claim the “offshore status” after its book being audited. In addition, the director of the company will need to answer pages of questions presented by the Inland Revenue Department. Therefore, we do not advise anyone to count on the “offshore status”. One should consider to form a BVI company instead of a Hong Kong company if he wants to avoid tax. However, BVI companies are less reputable and acceptable than Hong Kong companies are. In fact, we have heard that someone who already had a BVI company eventually formed a Hong Kong company because the United Nations does not do business with BVI companies.

However, if a Hong Kong company does not conduct business, that is, if it does not sign contract or issue invoice, and if it only receives and makes payments, it may not need to do accounting, auditing and pay tax. Some of our mainland Chinese clients who already own other Chinese companies. They form Hong Kong companies simply because they want to use the companies as holding companies, ie, to make and receive payments only. They usually claim the companies as “not in commerce” on the tax forms and skip the accounting and auditing. While many people are doing that, however, such practice falls in the gray area of the law.

References:

1. http://www.ird.gov.hk/eng/paf/bus_pft_tsp.htm
2. Section 14, the Inland Revenue Ordinance: http://www.legislation.gov.hk/eng/home.htm
3. http://www.ird.gov.hk/eng/ppr/advance34.htm
4. http://www.ird.gov.hk/eng/ppr/advance35.htm
5. http://www.ird.gov.hk/eng/tax/stc.htm

From now on until 2016/12/31, our incorporation Package A also comes with a set of company chops (including a signature chop, an invoice chop, and a metal common seal). Instruction:

1. Select our Package A to incorporate a company;
2. Follow our incorporation workflow to submit information to us;
3. Make your payment before application submission to the government or 2016/12/31. Payment Methods
4. Postage cost:
   1. Pick up at our office: $0;
   2. to Hong Kong and Mainland China: $100;
   3. to other international address: $300

A subsidiary company is a company that is owned by other companies. The materials for opening a bank account in Hong Kong for a subsidiary is as follow:

1. A board minute of the parent company authorizing the incorporation of the subsidiary, and authorizing its directors / a director to sign for and on behalf of the subsidiary;
2. An organizational chart showing the relationship between the subsidiary, the parent company, and the shareholders of the parent company;
3. A copy of the Memorandum and Articles of Association of the parent company, certified by the directors;
4. An Apostile / the original of the Certificate of Incorporation of the parent company;
5. The certificate of Incumbency of the parent company;
6. A bank reference letter for the parent company;
7. The director’s declarations for the subsidiary and the parent company, accompanied by Hong Kong CPA letters;
8. Identity proofs and residential addresses proofs:
   1. If the parent company is a private company, identity proofs and residential addresses proofs of the majority shareholders of the parent company;
   2. If the parent company is a public company, its web site and stock symbol.
9. If the document is not in English, it must be translated and certified by the translator;
10. If the original documents can not be provided, the notarized photocopies of the documents are acceptable.
11. Bank account opening documents for the subsidiary