Frequently Asked Questions - Annual Maintenance

 

What's the annual fees payment?

What if the annual fees are not paid?

Should the accounts of the company or corporation be audited?

Basic requirements of a company or corporation

What if the name of a company or corporation be changed?

What if the director of a company or corporation be changed?

What if the shareholder of a company or corporation be changed?

What if the company be required to be closed?

What if client would like to change the agent with us?

What if the company requires other services?

Frequently Asked Questions - Incorporation Matters

Frequently Asked Questions - Going Offshore

Frequently Asked Questions - Annual Maintenance


What's the annual fees payment?

Client after incorporating the company is required to pay annual fees to maintain the incorporated company or corporation. The time of payment may vary according to the time and jursidiction of incorporation. An notice of payment or invoice will be issued at appropriate periods before the payment deadline.

What if the annual fees are not paid?

If the required annual fees are not paid within payment deadline, penalty(ies) will be levied automatically. If the required penalty(ies) and the annual fees are not paid within the penalty deadline, the company will be struck-off from the respective Registrar (not applicable to a Hong Kong private limited company). Company after struck-off may be restored (within prescribed time frame) by the payments of restoration fees. For a Hong Kong private limited company, non-payments of annual fees may lead to professioanl services termination and government penalties been levied. Every officers in the company may be subject to a fine. Disqualification Order may be issued for persistent non-compliance of the officer(s).


Should the accounts of the company or corporation be audited?

It depends on jursidiction where the company or corporation is incorporated. In general, an offshore company (excluding Hong Kong company) is not required to have the accounts audited but auditing of accounts may be required in some countries where the offshore company is doing the businesses. For instance, a Marshall Islands company is not required to have the accounts be audited, but if it is having a place of business in Hong Kong, the Tax Authority in Hong Kong may require it to submit the audited accounts (or management accounts) for tax assessment.

Basic requirements of a company or corporation

Marshall Islands: Maintain at least ONE director/member in the company, Paid annual fees, Update records with us and Board Resolutions to appoint/re-elect directors annually. Annually, we will send Offshore Declaration Form to clients to declare for information update.

Hong Kong: Maintain at least ONE director/member in the private limited company (for company incorporated before 13/Feb/2004 without amending M&As to cope with new Ordinance, at least TWO directors/members), Maintain at least ONE resident company secretary, Maintain Hong Kong Registered Office address, Appoint ONE auditor who practises in Hong Kong, Paid annual fees, Update records with us, Hold a shareholder's Annual General Meeting, File annual return annually, File profits tax and employer return annually, and present annual audited accounts to shareholder(s) for adoptionBoard Resolutions to appoint/re-elect directors annually.

BVI and others: Maintain at least ONE director/member in the company, Paid annual fees and Update records with us. Annually, we will send Offshore Declaration Form to clients to declare for information update.


What if the name of a company or corporation be changed?

A company name could be changed. The process may vary according to the rules of the jurisdiction where the company is incorporated.

What if the director of a company or corporation be changed?

The process may vary according to the rules of the jurisdiction where the company is incorporated.

What if the shareholder of a company or corporation be changed?

The process may vary according to the rules of respective jurisdiction where the company is incorporated. There are normally two approaches, one is by share allotment and one is by share transfer. Share allotment is normally be used if there are remaining non-issued shares which after issueance is not exceeding the authorised share capital, otherwise, a share transfer may be appropriate (provided that it is not going to increase the authorised share capital). In a Hong Kong private limited company, share transfer is required to be stamped after the assessment of the stamp duty payable.


What if the company be required to be closed?

Most offshore companies may struck-off by payments of fees. But a Hong Kong private limited company may apply for de-registration (if the company is dormant or ceases businesses within 3 months immediately before the application, all members agree and no liabilities), otherwise, it is required to be liquidated at a higher costs.


What if client would like to change the agent with us?

For BVI company, you may transfer the registered agent to us. Upon receipt of your written instructions, we will contact the ex-serviced agent on the handover of statutory records. Please note that our services fees on agent transfer-in are excluding all courier fees and agent-transfer-out fee by the ex-serviced agent.

For Hong Kong company, you may appoint us as the company secretary of the company. Upon receipt of your written instructions, we will contact the ex-serviced agent on the handover of statutory records. Documents checking fee per year (maximum charged for 4 years, if the company is incorporated over 4 years) is required in addition to the normal services fee.

For companies in other jurisdicitons, it may not be possible to change the agent because of the limitation on the system for the transfer. If required, we may assist to incorporate a new company in the same jurisdiction to continue the businesses with the new company. Or alternatively, client may option for re-domiciliation from the existing jurisdiction to another jurisdiction (e.g. from BVI to Belize or to Marshall Islands), subject to the laws of different jurisdictions. Re-domiciliation may involve higher costs of company continuation.


What if the company requires other services?

If client(s) requires other services in relation to the incorporated company via us, please feel free to contact us for assistance.

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.