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(2) |
Increase / transfer of shares |
a) |
Increase of shares: |
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Effective from 3 March 2014, authorized capital is abolished. Shares in a company have no nominal value, remaining only total number of share capital and total amount of Issued and Paid up capital. |
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Please note: |
(1) Procedure for increasing authorized capital is simple and takes only 2 to 3 days. But process for reducing authorized capital is much complex, it used to require a lawyer to apply through court. Now, it can be done by passing the Special Resolution and Public Gazette. |
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(2) A stamp duty of 0.2% is imposed on transfer of shares. A heavy stamp duty will result if initial issued capital is too high. |
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b) |
Transfer of shares: |
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Procedure for share transfer is simple and takes only 2 to 3 days if the company has never commenced business or does not have any assets. |
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Otherwise, a set of share transfer documents must be submitted together with the latest audited financial statements or management accounts (within 3 months from date of share transfers) in order to calculate amount of stamp duty required. |
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Amount of stamp duty is 0.2% on value of shares transferred, value of net assets of the company or amount of consideration, whichever the highest. |
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Please note: |
(1) audited financial statements or management accounts must be submitted if the company has any subsidiary or associates companies. |
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(2) value of net assets of the company will depend on the market value of any property held by the company. |
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(3) |
Change of Company Particulars |
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Duration |
Fee |
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HK$ |
Change of Registered Office Address |
1-2 days |
300 |
Change of Particulars of Shareholders or Directors |
1-2 days |
300 |
Appointment or Retirement of Directors |
1-2 days |
800 |
Change of Company Name |
6-7 days |
1,000 |
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(4) |
Deregistration |
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Conditions: |
(i) |
Agreed by all members of the company; |
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(ii) |
The company has no outstanding liabilities which include Annual Return fee, Profits Tax, Property Tax, Stamp Duty, Business Registration fee, fines and penalties in connection and thereof and court fee; |
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(iii) |
The company has never commenced business or operation, or has ceased operation for at least 3 months; |
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(iv) |
All company bank accounts have been closed (all remining bank balances will be detained by the Hong Kong government immediately after completion of deregistration process); and |
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(v) |
Submitted the last audited financial statements of the company to the Inland Revenue Department (from date of previous audited financial statements up to date of deregistration). |
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Advantages: |
(a) |
Simpliest and Least cost; |
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(b) |
No subsequent annual maintenance fee (including business registration fee, annual return fee and audit fee). |
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Fee: |
HK$2,000 |
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>>Procedures for deregistration of a Hong Kong Limited Company |
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(5) |
Restoration of Companies |
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(Only applicable to companies which have been stuck off by the government) |
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Require to submit all outstanding Annual Returns and settle all late penalty |
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Require to re-apply Business Registration Certificate and settle all late penalty. |
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Duration : 4-6 weeks. |
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Fee : by evaluation. |
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(6) |
Registration of Non-Hong Kong Company |
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Please contact us for further details. |
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(7) |
Reduction in Share Capital |
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By special resolution supported by a solvency statement |
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Duration : 8-9 weeks. |
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Fee : by evaluation. |
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