1. By Mr. Ambrose Lam Senior Partner of Lam, Lee & Lai, Solicitors 13 th Floor, Hip Shing Hong Centre, No.55 Des Voeux Road Central, Hong Kong Tel: (852) 2526 8008

2.  Sole Proprietorship  Partnership  Company (Co)

3. BUSINESS ENTITIES Sole Proprietor Partnership Unlimited Limited Company * Private Public Listed Unlisted

4.  Ease of formation  Limitation of liability ◦ GP: joint and several ◦ LP: limited partners may have limited liability (LPO s. 7) ◦ Co.: limited or unlimited  Tax treatment ◦ GP & LP: personal tax rates on profits - 15% ◦ Co.: corporate rate on profits-16.5%  Ownership structure  Co.: 50% shareholding v. 75% shareholding  Management structure  Maintenance

5.  General Partnership ◦ Express Agreement ◦ Implied Agreement (by conduct; PO s. 4)  Limited Partnership ◦ Express Agreement ◦ Registration (LPO s.4)  Private Company ◦ Registration (CO s.4) ◦ Articles include private company limitation, restriction and prohibition (CO s.29)  Public Company ◦ Registration (CO s.4) ◦ Articles DO NOT include private company limitation, restriction and prohibition (CO ss.29 & 30) ◦ Stringent requirement of prospectus, criminal liability if in breach

6.  Business Registration Certificate (BR): ◦ All BUSINESS ORGANIZATIONS in Hong Kong need to obtain it from Business Registration Office of the Inland Revenue Department. ◦ Including branch offices ◦ Expiration of the Certificate  The Certificate need to be renewed every year or three years before expiration. ◦ Cost  US$58 per year;  Fine will be imposed for late payment.

7.  Name Search – Companies Registry (online)  Documentary preparation ◦ MOA & AOA ◦ Form NC1 ◦ It shall at least include one secretary, one director and one founder member; ◦ The director and the secretary cannot be the same person; ◦ A person can be also a limited company ◦ Notice of Situation of Registered Office ◦ Letter of Appointment of first directors ◦ Minutes of first Directors’ Meeting or written resolution of all Directors.

8.  the most important documents to be prepared for incorporation a company as the constitution of the company ◦ Indicating the nature of its business; ◦ Defining the scope of activities of the company; ◦ Strict restrictions on alterations.  It should include: ◦ Name of company ◦ Its Registered Office ◦ Objects (optional under CO s.5(1A)) ◦ Capital ◦ Declaration by the Founder Member(s) ◦ Liability of members

9.  Table B Form of Memorandum of Association of A Company Limited by Shares.pdf Table B Form of Memorandum of Association of A Company Limited by Shares.pdf

10.  Nature: ◦ regulations for the internal management of the company. ◦ rules for carrying out the objects of the company.  Status: ◦ subordinate to the MOA.  Note: ◦ A company limited by shares need to have articles of its own ◦ Application of Table A of CO

11.  Alteration: ◦ by special resolution  In the case of any conflict between MOA and AOA, the MOA will always prevail.  Table A 1st Schedule.pdf Table A 1st Schedule.pdf

12. One-stop Company and Business Registration (NEW)  Obtaining the Certificate of Incorporation (CI)  It is conclusive evidence that the association is a company authorized to be duly registered under the CO. ◦ Forms required for registration are filed with the Companies Registry ◦ Form NC1 ◦ M&A ◦ Notice to Business Registration Office (IRBR1) ◦

13. Company Registration (Cont’): ◦ Time: 4 working days ◦ Fee: about US$220 + capital fee (For every or part of US$130 of the nominal share capital (subject to a maximum fee of US$3850 per case))  Obtaining Business Registration Certificate (BR) ◦ Time : [NEW] can be obtained at the same time when the company obtains the Certificate of Incorporation. ◦ Validity: 1 year or 3 years

14.  Filing Annual Return (Form AR1& Form AR3)  Fee: for a limited company having a share capital, an annual registration fee of US$14 is payable if the annual return is delivered within 42 days after the most recent anniversary of incorporation of the company.  Note: A substantially higher registration fee ranging from US$112 to US$447 will be payable for the late filing of an annual return of a local private company having a share capital.  Tax Return ◦ Any employee; ◦ Any business or investment; ◦ Any profit gained in Hong Kong  Notification of change of particulars  To the Companies Registry any change of members, directors, secretaries, shareholding and registered office  To the Business Registration Office any change of business registration particulars, i.e. registered office

15.  Meaning: ◦ Companies not incorporated in HK  Every non-Hong Kong company that has a representative office in Hong Kong or has let out its property situated in Hong Kong needs registered in Business Registration Office of IRD, regardless of whether is has established a place of business in Hong Kong.  Registration: ◦ Application Form (Form N1) ◦ Notice to Business Registration Office (IRBR2)

16. Q&A END Presented by Ambrose Lam Messrs. Lam, Lee & Lai, Solicitors 13 th Floor, Hip Shing Hong Centre, No.55 Des Voeux Road, Hong Kong Tel: (852) 2526 8008