Hong Kong
Company Formation Services

Company Limited by Guarantee
Approved Charitable Institution – ACI

“NGO – Non-Government Organization”
“NPO – Non Profit Organization”

Incorporation of a Company Limited by Guarantee in HK

Hong Kong Company limited by guarantee is mainly established for the purposes of enhancement of education / training (like association or society), religion, relief of poverty, environmental protection, trust and foundation, and betterment for the community. Most companies fallen into this type is not for profit. Please note that it may not be a charitable institution, a group of members may form this type of company for pursuing their interests for or not for profit.

The basic and minimum structure of a Hong Kong company limited by guarantee is having at least 2 members, 2 directors and 1 company secretary. The address of the registered office and secretary must be in Hong Kong. The company is obliged to file Annual Return annually with the audited accounts.

Incorporate Approved Charitable Institution (“ACI”)

Generally speaking, for an institution or a trust to be a charity, it must be established for purposes which are exclusively charitable according to law. If the objectives of the company is not-for-profit and for charities etc.., we may assist for in the application for approved charitable institution and incorporate the company for such purpose.

Charitable Purposes Are:

Relief of poverty;
Advancement of education;
Advancement of religion; and
Other purposes of a charitable nature beneficial to the community not falling under any of the preceding heads.

Some Tax Advantages to ACI
Tax Exemptions

Exempted from profits tax, if it carries on a trade or business
If (i) the profits are applied solely for charitable purposes, and (ii) the profits are not expended substantially outside Hong Kong, and either (iii-a) the trade or business is exercised in the course of the actual carrying out of the expressed objects of the institution or trust; or (iii-b) the work in connection with the trade or business is mainly carried on by persons for whose benefit such institution or trust is established
Exempted from paying business registration fee unless a trade or business is carried on

Application for Approved Charitable Institutions

If you have your existing Hong Kong Company, with not-for-profit motive, and consider it as non-profit-organization (“NPO”). You would like to apply for approved charitable institution, we may assist the application. During the process, client is required to amend / modify the memorandum and articles of association (M&A’s) to fit such purposes. We will prepare the documents and assist the application.

Incorporation Fees (Euros)

Registration and Processing Fees in HK – Euros 2,925.00
1st year annual maintenance fees – Euros 1,200.00/annual (*)
BRF –Registration Fee to HK Government (HK$ 2,600) – Euros 0.00
Registered office in Hong Kong, as legally required – Euros 680.00/annual
Prepare and draft of Memorandum & Articles of Association – Euros 325.00
Local HK Company Secretary, as required – Euros 250.00/annual
Filing annual returns – Euros 980.00/annual
Opening of Corporate Bank Account in HK with ABN AMRO, HK – General disbursements – Euros 870.00 (optional)
2nd Set of Certified Statutory documents for bank account opening purposes – Euros 350.00
Hand Plier Company Seal – Euros 75.00
DHL Delivery of documents – Euros 70.00
(*) 1st year fees will be payable together with incorporation fees.

Annual Fees

The Annual Fees are concerned with the following services:
Annual Statutory Fee, which includes:
– Local incorporation agent to provide you all services relating company matters (registered agent facilities);
– Filing statutory returns with official departments, required, to be the company active and alive;
– Liaison with the registered office and the registered agent in the jurisdiction of incorporation, attending to the payment of the Annual Government License Fees and other government fees;
Annual Compliance Fee, which includes:
– Attending to routine compliance matters (inclusive of periodic file reviews), reviewing official correspondence received and other routine matters incidental to good corporate governance;

Full Serviced Virtual Office in Hong Kong

A service provided for those who incorporate offshore but simultaneously wish to offer the company a high degree of credibility internationally, and simultaneously grant everyone, client, provider, or official entities, to contact you, and that such contact will reach you, either by mail, phone or fax, and that you can receive it and process it.

Dedicated and exclusive telephone number in HK – Euros 750.00/annual
Set up fee – Euros 50.00
Initial deposit to cover call diverting to your phone line outside HK – Euros 500.00

Dedicated and exclusive fax number in HK – Euros 550.00/annual
Set up fee – Euros 50.00
Initial deposit to cover fax re-forwarding charges – Euros 200.00

Remark – you can select and contract any of the above services with us.

Nominee Services
An Optional Service for Condifentiality and Privacy

Nominee Designated Member, Shareholder and/or Director Service for Public Records for one year:

It is a perfectly legal device which preserves the privacy of an individual. It is designed to help a person who would rather not disclose their interest or association with a given corporate body.
The Nominee Officer(s) cannot and will not enter into any business contract or financial or moral commitment.
Our Firm will act as Nominee Designated Member, Shareholder and/or Director for your corporate entity on an annual basis.
This service is primarily designed to help people keep non-trading or dormant Companies fully compliant with the law and perhaps to protect the identities of the persons actually controlling the Company.
At the same time the appointed nominees are not actually entitled to manage the Company.
We provide the beneficial owner with a Power of Attorney empowering him to run the business, manage the Company’s activities and open and operate the Company’s bank accounts
Nominee Designated Member, Shareholder and/or Director will only sign Company accounts and annual returns prepared by the accountants of the Company.

Niminee Services – Fees

Provision of Nominee Shareholder – Euros 450.00/annual
Provision of Nominee Director – Euros 850.00/annual
Certified and apostilled Power of Attorney (POA) – Euros 650.00

Other Documents Provided

Nominee Services Agreement
Declaration(s) of Trust
Resignation letter(s) signed and undated

Worldwide Corporate Bank Accounts

International Recommended banks:
ABN AMRO, Hong Kong
Alliance Leicester Commercial Bank, UK
Anglo Irish Bank, Vienna, Austria
AP Anlage & Privatbank AG, Switzerland (Group Parex Bank)
Atlantic International Bank, Belize
Baltikums, Latvia
Bank of Bermuda Ltd (owned by HSBC), Bermuda
Barclays Bank, Isle of Man and Gibraltar
Credit Suisse, Zurich, Switzerland
Dexia Banque, Luxembourg
FBME Bank Ltd, Cyprus
First Caribbean International Bank, in Turks & Caicos
HSBC, Panama
IndyMac Bank, USA
Lloyds TSB Bank, Isle of Man and Jersey
Loyal Bank, St Vincent & The Grenadines
National Bank of New Zealand, Auckland
NBC Nuevo Banco Comercial, Uruguay, Montevideo
Parex Bank, Latvia
Provident Bank, Belize
Rietumu Bank, Latvia
SG Hambros Bank, Gibraltar
Standard Bank, Isle of Man, Jersey and Mauritius
Amongst others

If either of these banks or jurisdictions to set up your corporate bank account suits you, we shall be very pleased to assist you.

Our Services before you deal directly with the bank by yourself:

Independent advice to help you to choose the right bank
Support regarding due diligence requirements
Assistance with filling in the required forms
Provision of properly legalized corporate documentation where applicable
Recommending you to the bank based on your individual profile and due diligence documentation
Representing you before the bank in the course of account opening

Remarks:
(a) If extra legalization and/or corporate documents are required by the bank, additional fees apply;
(b) Bank own account opening fees and costs (if any) will be charged from the first deposit to your account;
(c) Bank fees and costs are not included into our bank introduction fees.
(d) Any of the banks above always have their final word, after due diligence processed, by accepting you or not as their customers, depending on their on evaluation; however, you are always free to open your company’s bank account by yourself, with some other bank of your selection.

Disclaimer

(1) The above description is not an offer or soliciting to provide financial services of any kind inclusive but not limited to buying any security or investment product or receiving an investment advice from us. Bank fees and account opening terms inclusive due diligence requirements are subject to change from time to time without notice;
(2) After the account has been opened you deal directly with the bank by yourself, entirely at your own risk and at your sole discretion; we may not be responsible for any changes in the legal or financial status, requirements, fees and commissions of the aforesaid Banks.

Inclusions

Certificate of Incorporation
Memorandum & Articles of Association
Share Certificates
First Minutes

Delivery of Documents

We can either dispatch the documents to you by DHL or any other express courier, if a faster delivery service required.

How to Start Incorporation Process

As to start the incorporation process, we only need an email from you, with your order, confirming the required optional services, if any. A Proforma invoice will then be delivered to you with our banking coordinates so that you may settle payment by swift wire bank transfer.

Documents and Information Required

1 – In case you do not contract our Nominee Services, we need you to provide us the names of the persons who will be appointed by you as shareholder and Director for the company. We shall need scanned copy of passports and Utility Bill as proof of address; should you wish to appoint Corporate Bodies to act as Shareholders and Director (Members) please provide us scanned copies of their certificates of Incorporation and Registered addresses;

2 – In case you will contract our Nominee Services, it will be required the same documents but just of your person, as the Beneficial Owner of the company, as its attorney, to enable us to issue the Power of Attorney in your behalf.

3 – Also 3 – 4 alternative names will be required to enable us to make the name search and approval for the company.

Time to Required Getting Your Company´s Name Approved

Same day or next day latest

Time to Incorporate

Considering also the time to certify and apostil all documents, plus courier delivery, you can count on approx. 8 to 10 working days to have all documents delivered to you.

In case you may have any further matter or question to clarify, please don’t hesitate to contact us, before taking your decision.