Introduction
After company incorporation, you will receive tons of related documents. Yet, not many entrepreneurs are aware of the nature of these company formation documents and what they are used for post-incorporation. In the following article, we would focus on the next step after business registration. Detailed explanations of the documents received after company formation will also be discussed here.
| TLDR: There are different documents and steps involved after company registrations. Business owners will receive a green box after incorporation which includes Article of Association, Statutory book, Share Certificates, Certificate of Incorporation, Business Registration Certificate, and Company Chops. These are important documents for companies to maintain and update regularly. Acquiring related licenses and opening business bank accounts are usually the next step after company formation. Understanding the process upfront allows you to prepare early and succeed easily. |
List of company formation documents to expect:
- Green Box:
- Article of Association
- Statutory book
- Share Certificates
- Certificate of Incorporation
- Business Registration Certificate
- Company Chops
- Licenses
- Certificate of Incumbency
Content Outline
Green Box
As a Hong Kong business owner, receiving a “Green Box” is a hallmark on the journey toward entrepreneurship. Why? Because when you finally receive that iconic Green Box, you know that you have been handed the keys and roadmap to your business’s future.
What Is A Green Box?
In Hong Kong, a Green Box – also known as a “Company Kit” – is a box of materials that accompanies your incorporation and business registration. Inside, you will find a variety of documents and articles pertaining to your business – many of which are necessary for conducting legal operations in Hong Kong and elsewhere.
Not only are each of the items contained in a Green Box essential to your business’s legal standing and registration, but many – such as the company chops – are required to keep on hand and available for legal financial transactions. Always ensure that your Green Box is in capable hands.
Is A Green Box Required For My Company?
In today’s digital-first economy, a physical Green Box is no longer required for operating as a business.
In most cases, the documentation that would be included in a Green Box will be made available online in digital formats. This can help you access your legal company formation documents from anywhere in the world with secure access. However, you will likely desire to have a Green Box as a way to manage and transport your company chops.
How Do I Apply For A Green Box?
In order to receive a Green Box for your company, you must follow the general procedures for incorporation and business registration with the Inland Revenue Department (IRD). As part of your registration, many service providers who help to facilitate the company formation process will prepare a Green Box for you to pick up or have delivered. Many require a fee for printing documents, creating chops, and shipping the Green Box to you. You also have the option of keeping the green box with your company secretary for business owners who do not reside in Hong Kong.
What Happens To My Green Box If I Close My Company?
Should you decide to close down your company, you may be required to turn in your Green Box. This will depend on the common practice with the service provider coordinating the de-registration of your company. However, once your business is deregistered, it will become illegal for you to conduct business using any of the Green Box contents.
What Is Included In A Green Box?
Depending on the way you register your business and the service you utilize, the content of your Green Box may vary in scope. However, nearly every Green Box will contain physical documentation relating to your newly registered business.
Of the company formation documents and items you can expect to find in a Green Box are the following:
- Article of Association
- Statutory book
- Share Certificates
- Certificate of Incorporation
- Business Registration Certificate
- Company Chops
The Following session will focus more on different components in the Green Box.
Articles of Associations
Articles of Associations are integral to running a compliant Hong Kong company. However, while the document is often mentioned during the Hong Kong company incorporation process, it is common for business owners not to know or understand the content or use of the articles of associations (also known as the memorandum of association in other jurisdictions.
What is an Articles of Association?
Articles of Associations can be considered as a company manual that dictates how the business is run. It is mandatory for companies to have it, regardless of which country they were incorporated in, and what business operations they conduct. Hong Kong is no different.
Typically, it will set out a company’s objectives, basic management, and administrative structure of the company and set rules for how aspects related to internal affairs will be regulated.
Why is the article of association Important?
As mentioned above, the Articles of Association sets out the rules, provisions, regulations, powers, duties, rights, and responsibilities related to those responsible for the overall governance and management of the company.
This is considered such a vital document that having it is required for both Hong Kong private and public companies that are limited either by shares or by guarantee.
Under Hong Kong’s New Companies Ordinance, it is required for Hong Kong companies to have this document. As such, it is not possible to complete the Hong Kong company incorporation process without having it prepared prior.
Can I Alter the Article of Association of My Company?
It is common for a company to alter its Articles of Association for a variety of reasons. For example, a change of shareholders or even the changing of a company name may require the Articles of Association to be altered.
In accordance with Section 88(3) of the Hong Kong Companies Ordinance, a company can only alter its Articles of Association by passing a special resolution. Upon doing so, the following company formation documents must be submitted to the Hong Kong Companies Registry:
- A copy of the special resolution for the alteration of the Articles of Association
- Notice of alteration in the following specified forms (NAA1, NAA2, NAA3, or NAA4)
- A certified copy of the Articles of Association (as altered); and
- Other relevant documents are required to be delivered to support the above forms
Certificate of Incorporation
If you are ready to start doing business in the thriving economy of Hong Kong, it is vital that you apply for and obtain a Certificate of Incorporation. This important legal document will designate your company as a legal entity worthy of doing business in and through Hong Kong and is necessary to help ensure that taxation and legal protections are present.
What is a Certificate of Incorporation?
A Certificate of Incorporation is a legal document that designates a company as a legal entity that can do business in Hong Kong and beyond.
A Certificate of Incorporation will allow your business to open company bank accounts, receive financial loans, and access the protections that businesses operating in the modern economy need. Without a Certificate of Incorporation, your company may risk running afoul of legal authorities and be unable to conduct business properly in Hong Kong.
What Does a Certificate of Incorporation Contain, & How Do I Obtain One?
As part of the process of completing the formation of a limited company in Hong Kong, a certificate of incorporation is issued by the Hong Kong authorities to officially confirm the birth of the company. You can think of the certificate of incorporation as a company’s birth certificate.
The Certificate of Incorporation contains the company’s name, company number, and the date of company formation.
The company number which is found in the certificate of incorporation can also be used to confirm the authenticity of a limited company in Hong Kong. The incorporation number of a limited company can be verified through the companies registry online system popularly known as ICRIS.
What Is The Difference Between A Certificate Of Incorporation & A Business Registration Certificate?
Many business owners confuse the Certificate of Incorporation with a Business Registration Certificate. While both are legal documents that ensure you are operating legally in Hong Kong, there are differences that set both apart.
In general, the main difference between a certificate of incorporation and a business registration certificate in Hong Kong comes down to legality and protection. When you file a Certificate of Incorporation, you are designating your company as a legal entity – with the rights and responsibilities that come with that designation. Business registration simply allows for you to legally conduct business in Hong Kong, but may not protect the business entity if they are sued or approached with litigation.
Can A Company Secretary Help In The Process Of Obtaining A Certificate of Incorporation in Hong Kong?
While it is possible to obtain the Certificate of Incorporation on your own, the process can be complex and require the skilled eye of a legal expert. If you want to ensure that you file properly and legally, hire the services of a Company Secretary.
A Company Secretary has the skills and experience necessary to work through the Hong Kong administration process to obtain the correct paperwork for a Certificate of Incorporation. They can also work with your business to ensure that you file all necessary papers accurately and quickly. Not only can this professional work directly with your administrative staff, but they will help you keep all policy and legal documents updated and accurate as your business grows.
Business Registration Certificate
What Is A Business Registration Certificate (BRC)?
Before you take the steps necessary to apply for a BRC, it can be helpful to understand what a BRC is – and why your Hong Kong company should have one.
The business registration certificate is an essential legal document that is issued by the Business Registration Office of the Inland Revenue Department (IRD). The BRC shows your company’s legal details and displays your legality for operating in Hong Kong as a business.
Hong Kong businesses are required to apply and obtain their BRC within 30 days of commencing business operations in Hong Kong. Any time your business information such as registered address or business nature changes, you must contact the Business Registration Office and file for an updated certificate.
What Is Included On A Business Registration Certificate?
Your Hong Kong Business Registration Certificate includes quite a number of important information. Knowing what is included can help you make sure you have all the proper data recorded and available:
Here is what is included on a Hong Kong Business Registration Certificate:
- Your Legal, Operating Business Name
- The Nature Of Your Business
- The Address of Your Business
- Your Business Type
- The Date That Your Business Began Operations
- The Expiration Date Of Your Business Registration Certificate
- Your Unique Business Registration Certificate Number (Also known as the Tax Identification Number)
What Businesses Are Required To Have A BRC?
It is crucial to know whether or not your business is required to obtain a business registration certificate, as you may face stiff penalties or have your ability to do business halted if you do not apply for one in time.
Does your business qualify for a business registration requirement? Here is a list of companies that must file to operate successfully:
- Any form of business that operates in trade and commerce
- Any form of business that operates in craftsmanship or profession for the purpose of profit
- Any club that offers facilities and services to members for the purpose of social recreation
- Any company that is incorporated under the Companies Ordinance
- Any foreign company that has established a business location in Hong Kong
If your company or organization falls under this list, you are required to apply for your Business Registration Certificate within 30 days of starting your operations.
What Penalties Exist For Failing To Obtain A BRC?
In summary, you do not have a legitimate business in Hong Kong if you do not apply for a Business Registration Certificate. Persons or companies who decide to work with you will be doing so at their own risk. Failing to properly file and obtain your business registration certificate promptly may lead you to a series of penalties and obstacles that can make doing business difficult – if not impossible.
In addition, running a business without applying for a BRC in Hong Kong is a criminal offense and is subject to fines, prosecution, and jail time as the case may be.
How Do I Obtain My Business Registration Certificate In Hong Kong?
In order to receive your BRC in Hong Kong, you will need to complete and file Form IRBR 37. You will also need to pay the necessary filing fees.
To ensure an efficient and hassle-free application process, we suggest partnering with an agency that understands the requirement and process of obtaining a Hong Kong business registration and certificate of incorporation.
What Is The Business Registration Fee For HK Companies?
For Hong Kong businesses to receive their Business Registration Certificate, the company must make a payment (HK BR Fee) to the business registration office. There are two main types of registration that companies may pay for:
- 1 Year Business Registration: HK$250
- 3 Year Business Registration: HK$3,950
Other Business Registration Fee Types
There are other business registration fees for those looking to open a “branch location” of the same company that is already registered. Business registration for branch sites operate in a similar fashion, with one and three-year registrations:
- 1 Year Branch Business Registration: HK$250
- 3 Year Branch Business Registration: HK$866
Are There Charges For Renewal Or Cancellation of Business Registration?
Renewal of business registration will be necessary upon the expiration of a company’s current registration term. Once this term expires, companies must register once more following the IRD-set fees for either a one or three-year registration period.
Cancellation of a business does not require a fee for business registration, but companies that ceased business are required to have a valid business registration until the business has been successfully deregistered.
How To Waive Your Business Registration Fee?
There are exemptions available for companies who wish to avoid paying the business registration fee. If your company operates as a charitable organization or makes less than $10,000 a year in sales from your primary source of income, you may be eligible for an exemption from the business registration fee. To learn if you may qualify for the exemption, speak with a trained and experienced business registration expert.
How To Pay Your Business Registration Fee?
To register your business, you must submit your documentation and fee to the Hong Kong Companies Registry upon applying for company incorporation.
You can pay your registration fee by cheque, cash, or electronic payment. The IRD recommends that you pay online to avoid the hassle. Once you pay your fee and your registration is complete, you will receive a confirmation and your Business Registration Certificate – recognizing your company as a legal entity under Hong Kong law.
Company Chop
Businesses that operate in China and Hong Kong often utilize what is known as a company chop – a version of the signature often used by Western countries to give approval for operational decisions and financial actions.
What Is A Company Chop?
Across many parts of China and Hong Kong, companies will utilize a seal or stamp known as a company chop to conduct legal business. In some cases, the use of a company chop is mandatory to complete transactions and sign official documents. The company chop or seal acts as the physical representative and legal authority for the company to conduct business in other countries across the globe.
While most companies will utilize one main company chop, there are other chops that can be obtained that serve unique purposes.
When Do I Need A Company Chop?
When conducting business in China or Hong Kong, you will often need a company chop in order to ratify documents as legally binding. This means that a company that desires to do business with other entities in these countries – as well as those outside the country – will need their chop in order to endorse documents, decisions, and transactions.
What Are The Main Types Of Company Chop?
Official Company Chop
The main chop that an entity should obtain while doing business in Hong Kong is known as the “company chop.” The company chop is mandatory to be used any time a financial document or contract is signed for official use. This may include actions such as changing the company’s name, the scope of business, opening financial accounts, submitting invoices, and any other large-scale actions that a company may take in the course of business.
A company chop can take the form of 2 shapes; the round chop and the rectangular chop popularly known as the “signature chop”. Samples of both types are stated below:
Financial Chop
To allow a company to open and manage financial accounts and disburse funds, a financial chop may be used. This chop is mandatory for many financial actions on behalf of the company, but in many instances, the company chop can be used as well. This chop must be registered with the financial institution that the actions are taken with.
Contract Chop
If you need to sign and validate contracts with other parties, a contract chop can be used. The contract chop has less authority than the company’s main chops but does allow for individuals to make agreements with others on behalf of the company in the contract.
Invoice Chop
In many cases, the issuing of invoices and tax receipts may require the use of an invoice chop. This chop is used to declare that a purchase is a business expense for the company.
Electronic Chop
A newer version of a company chop is an electronic chop. This chop is utilized in online, digital transactions. As of 2019, the Electronic Signature Law of the PRC allows for electronic chops to have the same legal power as physical chops.
Customs Chop
If your business operates with imports and exports, it may be necessary for your company to hold a registered customs chop to engage in cross-border trade.
How Can I Obtain A Company Chop?
Most companies in Hong Kong simply order company chops through their company secretary or are given one after successfully incorporating a company, especially if you use a professional service provider to set up your company. In a situation where the company chop wasn’t provided in the green box or has been lost, you will need to contact a chop maker and provide the necessary business information and documentation.
Once complete, your chop maker will create a unique and specialized company chop that will apply only to your company. The company chop will then need to be kept in the secure hands of the company’s trusted legal advisor or head decision-maker.
Licenses
Many entrepreneurs assume that once they have completed the Hong Kong company formation process, they have essentially finished setting up their Hong Kong company. Unfortunately, this is not necessarily true as many Hong Kong companies require business licenses in their specific industry to operate. In this part, we look to provide insight as to what are the most common Hong Kong business licenses, who needs to apply, and what are the prerequisites that must be met.
Education Industry in Hong Kong
Hong Kong has an extensive education industry. The Hong Kong government recognizes institutions, organizations, or establishments that provide formal education for 20 or more persons a day, or 8 or more persons at any one time to be businesses operating in this field. Individuals or corporations who wish to provide services in this industry must obtain a Certificate of Registration of School from the Hong Kong Education Bureau.
Who Needs to Apply
- All academic institutions, vocational centers, kindergartens, and nurseries, whether established by individuals or foreign institutions
Pre-requisites
- The applicant must be a Hong-Kong-registered company
- The applicant must have a suitable school premise (ideally something specifically designed and constructed as a school)
- Have set the maximum number of students permitted in each class to 45 (only 30 students are allowed in a kindergarten class)
- Has nominated an individual to act as the School Manager
- Have qualified teaching staff that are registered with the Hong Kong Education Bureau
Travel Agency
In Hong Kong, the term “travel agency” refers to any company (or individual) that organizes services related to travels and tours. Parties who engage in these services must obtain a Travel Agent’s License.
Who Needs to Apply
- All persons or companies that wish to operate a travel agency, regardless of whether they are an outbound travel agent or inbound travel agent
- Sole individuals who are engaging in these services on their behalf are not required to apply
Pre-requisites
- The applicant must be a member of an approved organization as specified by the Trade Industry Council of Hong Kong
- The company must have a suitable office premise that can facilitate the operations of a travel agency that cannot be shared with other businesses
- The company must have key executives and staff
Employment Agency
The Hong Kong Government defines employment agencies as companies that aim to obtain employment for another person or are supplying personnel to an employer. These companies can engage in the employment of both local, and non-local candidates for positions of all seniority.
Who Needs to Apply
- Any company or person who undertakes a job placement business in Hong Kong
Pre-requisites
- The applicant must be a Hong-Kong-registered company
- The applicant must have an individual act as the nominated operator whose responsibility is the day-to-day management and operation of the company
- Staff involved in the placement of overseas workers must comply with regulations concerning the employment of domestic helpers from abroad
Restaurants / Bars
Given the size of Hong Kong’s F&B industry, many who are setting up a Hong Kong company are looking to register a restaurant or bar. Due to the variety of F&B establishments, there is a range of applicable business licenses one can apply for, such as a Liquor License, Bakery License, or even Karaoke Establishment Permit. However, a General Restaurant License from the Food and Environmental Hygiene Department is the most common.
Who Needs to Apply
- All establishments where food and drinks are sold
- Those who wish to serve liquor, as a Liquor License can only be granted once a General Restaurant License has been obtained
Pre-requisites
- All restaurants must have a finalized place of retail operation which will be inspected by authorities prior to granting a license
Financial Services
Hong Kong has consistently been recognized as a leading financial services center in Asia. The city has strong company laws and is widely connected with various international finance hubs across the world. As such, many of the world’s largest financial services organizations have a presence in the city.
Who Needs to Apply
Under the Securities and Futures Ordinance, a Financial Services License is necessary for any company operating in Hong Kong that carries out the following regulated activities:
- Dealing in securities
- Dealing in futures contracts
- Leveraged foreign exchange trading
- Advising on securities
- Advising on futures contracts
- Advising on corporate finance
- Providing automated trading services
- Securities margin financing
- Asset management services
Pre-requisites
- Applicants must satisfy the “fit and proper criteria” set out by the SFC
Event Management
Hong Kong’s infrastructure and close proximity to other countries make the city a popular destination for international events. Hong Kong is constantly hosting a variety of entertainment events, in addition to a plethora of corporate and commercial-minded events.
As there are a variety of events that can be hosted, companies may find that they are required to obtain a wide array of business licenses, ranging from Place of Public Entertainment License, Trade Promotion Competition LIcense, and so on. However, the general guidelines still apply.
Who Needs to Apply
- Any company whose normal business operations involve conducting events including community, sporting, outdoor, exhibitions, concerts, conventions, and conferences are classified as event management companies
Pre-requisites
- There are no requirements
Retail
Much like other licenses, there is no general license that is applicable for all companies that operate under this scope. Licensing requirements for retail shops vary depending on the nature of goods and services sold. For example, retail stores that engage in the sale of pets or pharmaceuticals require specific licenses. However, general guidelines can be applied.
Who Needs to Apply
- Companies engaged in retail trades as identified by Hong Kong’s Trade and Industry Department
- The business license is dependent on the goods/services being sold
Pre-requisites
- None
Trading
Hong Kong’s lack of tariffs on the import or export of goods makes the city an ideal destination for trading companies who are engaged in import/export services. While the business licenses related to trading vary and are dependent on the goods being traded (e.g., controlled chemicals or pharmaceuticals), the applicability of these licenses and the prerequisites remain consistent.
Who Needs to Apply
- Companies who are engaged in the trading of “prohibited articles” or “reserved commodities” as defined by the Hong Kong Import and Export Ordinance and the Reserved Commodities Regulations.
Pre-requisites
- The applicant must be a Hong-Kong-registered company
Bank Account Opening
After acquiring all related documents and licenses, the next step would be to open a corporate account with a bank. This task can be performed while applying for the necessary licenses to operate in your preferred industry.
The following documents are usually required to open a company bank account:
- A bank account opening form
- Certified copy of the Certificate of Incorporation and the Articles of Association
- Document of the board of resolution’s approval Business plan or audited financial statements
- Official Business Registration Certificate issued by the Inland Revenue Department (certified copy)
- Address proof such as passport, driving license, bank statements, and utility bills (less than two months old)
- A valid visa
- A declaration showing details of principal shareholders and the directors
- Certificate of Incumbency (For specific companies)
Relevant Article: Top Tips For Opening A Hong Kong Business Bank Account
Certificate of Incumbency
What Is A Certificate of Incumbency?
If you own and operate a company in Hong Kong, there is a need to ensure that all company documents are filed and submitted to the authorities as of when due. One document usually overlooked by most business owners in Hong Kong is the Certificate of Incumbency.
A certificate of Incumbency is a document that lists all of the individuals who are involved with the operations and financing of a business, and their roles in the corporation. This document is beneficial for helping ensure that everyone is legally present and accounted for, and can be essential as your company grows and expands.
Who Should My Company List On A Certificate Of Incumbency?
If you are wondering who should be listed in the Certificate of Incumbency, a legal counselor can guide you through this process. For the average company, those listed on the Certificate of Incumbency may include:
- Company President
- Company CEO
- Company CFO
- Company COO
- Secretary
- Treasurer
In essence, those who should be listed in the incumbency document are those who need the legal authority to sign documents on behalf of your business or organization.
Those who are listed are also held to a higher standard, as they will be held legally responsible for any wrongdoing or missteps in the process. This is why it is important that you work with legal counsel and your company leadership to determine who is listed on the Certificate of Incumbency.
How To Issue A Certificate of Incumbency
In order for your Certificate of Incumbency to be legally active, your company must issue the document. Typically, the company secretary will draft the Certificate of Incumbency and affix the corporate seal or insignia to the document.
A public notary can be utilized to notarize the document. Certificate of Incumbency legal laws vary from location to location, so you will need to research your specific area’s requirements prior to drafting the document. When in doubt, a legal expert such as those at FastLane can help walk you and your team through the process from start to finish to avoid errors.
When listing the names of the company officers and their titles, it is important to include whether or not those listed on the document were appointed to their position or elected. You may also include how long the terms for each position are and have each member listed affix their signature to the document for validity.
The type of business you own or operate may require various elements to be added to the Certificate of Incumbency. If you are not sure what should be included, speak with an experienced law expert at FastLane to learn more.
What Can I Do With A Certificate of Incumbency?
Having a Certificate of Incumbency on file can be beneficial in several instances for a company. For example, when starting up your company and seeking financial services, many banks and lenders will request a copy of the Certificate of Incumbency to include with their records for future financial activity such as opening bank accounts or lines of credit.
Similarly, if your company is wishing to hire legal counsel, a Certificate of Incumbency can help them verify the identity of an individual who is seeking their services so as to avoid improper communication. The same is true if your business wishes to do business overseas, as foreign nations and liaisons may request an incumbency certificate to better designate who they should work with moving forward.
After licenses and bank opening
Congratulations! You can now really start your daily operations. While carrying on the daily operations of the business, ensure that the monthly and annual obligations and filing are met on or before the due date. Such as:
- Annual Return Filing
- Payroll Management and MPF Calculation
- Annual Audit and Profits tax filing
These tasks require time, experience, and specific skills to execute. Some businesses will try to manage on their own, while some may partner with professional firms to reduce workloads and allocate more time and energy to core businesses.
How can FastLane help?
For all Hong Kong companies, ensuring compliance with the local rules and regulations in Hong Kong is very vital. Failure to do so can result in penalties, fines, and even a possible rejection if you are undergoing the company incorporation process.
As managing these aspects of a company and navigating Hong Kong’s local rules can be incredibly time-consuming, it is best to engage a licensed Hong Kong company secretary such as FastLane. At Fastlane, our team of experts has walked many companies through registering businesses and being their company secretary, or even assisting them to open business bank accounts.
Learn more from FastLane online today, and take the first steps to kickstart your business quickly.
Conclusion
Welcome to the entrepreneurial world in Hong Kong. While enjoying creating value for customers, do not forget the fundamentals of your company and compliance requirements in Hong Kong. We hope this article gives you a concrete picture of the next steps to take after your business formation. The next challenge for business owners is annual audit and profit tax filing, remember to get well prepared on a daily basis, you can also check out our blogs for more tips.