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Frequently Asked Questions - Incorporation Matters

 

What's a corporation or an offshore company?

What are Articles of Incorporation or Memorandum of Association?

What are by-laws or Articles of Association?

What's standard share structure of an offshore company or corporation?

What is bearer share?

What is the minimum number of director and shareholder in a company?

What documents are required for incorporation?

When should the fees be paid and by what method?

When is the appropriate time for bank account opening if subscribing the Bank Kit Services?

Frequently Asked Questions - Incorporation Matters

Frequently Asked Questions - Going Offshore

Frequently Asked Questions - Annual Maintenance


What's a corporation or an offshore company?

A corporation or an offshore company is an entity recognised by law as a separate "person" with limited liability. It has the same right as a natural person to sell shares, own assets, right to sue and be sued, and has perpetual existence.

What are Articles of Incorporation or Memorandum of Association?

The Articles of Incorporation is the documents which establishes the corporation and contains basic clauses such as the name of the corporation or the company, share structure, object or purpose of the corporation or the company. It is similar to the "Memorandum of Association" in other jurisdictions.


What are by-laws or Articles of Association?

The by-laws, similar to the "Articles of Association" in other jurisdictions, are rules of the corporation or the company among itself, the shareholders (or owners) and the officers (including the directors). They are adopted by the Board of Directors initially and the Board may adopt and amend it afterwards. In general, the by-laws of a Non-Resident Domestic Corporation "NRDC" of the Republic of Marshall Islands are more flexible and are maintained by the corporation or the company internally, but may be publicly filed if requested. For the Articles of Association as that in BVI or Hong Kong companies, they are filed at the same time with the Memorandum of Association and hence, any amendments to the Memorandum and Articles of Association ("M&As") are required to be filed with the Registrar.

What's standard share structure of an offshore company or corporation?

Marshall Islands:- the share structure of a standard formation is 500 registered and/or bearer shares of no par value or up to US$50,000 worth of par value stock. Authorized share capital above US$50,000 will incur a capitalization tax.

Hong Kong:- it is HK$10,000 divided into 10,000 shares of HK$1 each. There is no bearer share structure for a Hong Kong private limited company. Authorized share capital above HK$10,000 will incur additional government fees.

Belize:- it is US$50,000 divided into 50,000 shares of US$1 each. Bearer share is allowed. Authorized share capital above US$50,000 will incur additional fees.

Mauritius:- it is US$100,000 divided into 100,000 shares of US$1 each.

Western Samoa:- it is US$1M (or US$5M) divided into 1,000,000 (or 5,000,000) shares of US$1 each.

BVI or others:- it is US$50,000 divided into 50,000 shares of US$1 each. Authorized share capital above US$50,000 will incur additional fees. For BVI company, bearer share is allowed but subject to safe custody rules and additonal fees are incurred.

What is bearer share?

Bearer share certificate does not indicate the name of the owner and owner's name is not recorded in a share register. The person having physical possession of the share certificate is the owner. But corporation or company holding bearer shares may be barred from opening bank accounts in Hong Kong.

What is the minimum number of director and shareholder in a company?

Generally, there is a minimum of ONE director & ONE shareholder in a company in most jurisdictions. He/She may be the same person. There is no residentship requirements and corporate director or shareholder is allowed. For a Hong Kong private limited company, the secretary is required to be residing in Hong Kong and for other offshore company or corporation, local resident registered agent is required.

What documents are required for incorporation?

It includes passport copy of each director/shareholder, respective residential address proof and respective reference letter. (Click here for more details)


When should the fees be paid and by what method?

The fees are required to be paid in FULL before the incorporation process could be commenced. At the moment, we are NOT accepting credit card payments, overseas client is required to wire transfer to our bank account (Hong Kong client is required to make cash deposit or by local transfer [for local cheque payment, services will be proceeded when it is cleared in our bank account], NO cash is received by our office) (click here for bank details).

When is the appropriate time for bank account opening if subscribing the Bank Kit Services?

After the corporation or company is incorporated, we will prepare documents for director & shareholder registration. After the registration documents are signed and returned, we will update the records and prepare the Bank Kit Set. The whole registration process is complete and all final documents (together with the Bank Kit Set) will be despatched to client. At this time, client may schedule to visit Hong Kong for bank account opening (but client is normally required to prepare business plan or collect business proof for bank account opening). If required, client may select our bank attendance services so our staff may attend the bank meeting during the bank account opening process. If for any reasons client omits to bring along some documents, he/she may send these to our office and we will follow-up with the bank.


Our aim is to provide a comprehensive service to our clients in Hong Kong and offshore operations. If you find above helpful, please free to contact us.

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