Limited Company Registration

1. Clear pricing Biz & Bird is committed to providing our clients with the fairest and clearest service and pricing. We guarantee that there are no hidden charges in our service fees. Our service plan charges will be clearly listed before we provide the service, and any customer is welcome to inquire with us at any time. 2. Affordable price Biz & Bird understands the difficulties of starting a business and is committed to providing you with the most transparent, simple and cost-effective company incorporation and company secretarial services. 3. Extensive experience Our professional service team has rich experience in setting up limited companies and company secretarial services, and understands the needs of start-ups and small and medium-sized enterprises. We are committed to providing you with caring and appropriate services and advice. In addition, our founder is an associate of The Hong Kong Chartered Governance Institute and owns dual qualifications of Chartered Secretary and Chartered Governance Professional. He has also worked for a number of listed companies in Hong Kong and has extensive experience in compliance, corporate governance and company secretarial matters, and are committed to serving our clients in a professional manner. 4. One-stop service Biz & Bird specializes in providing one-stop corporate services, covering company registration, company secretarial, accounting & taxation, and human resources & payroll outsourcing services, to satisfy your needs in corporate services, so that you can focus more on your core business, and let your company be the next success story.

You can decide the type of company to set up by considering (1) maintenance cost, (2) tax rate and (3) risk tolerance. Unlimited Company Unlimited companies can be categorised as sole proprietorships and general partnerships. A sole proprietorship is a business that is run by a single individual. Although the sole proprietor may engage employees to assist with the day-to-day operations, all the business decisions are solely made by him/her. The sole proprietor is responsible for any debts that the business incurs. In the event of insolvency of the business, the sole proprietor may go bankrupt or be subject to a creditors' petition for bankruptcy. A partnership is the relation which subsists between 2 or more persons carrying on a business in common with a view of profit. Each partner can bind the partnership and is responsible for the acts of other partners taken in the ordinary course of business. Each partner in a general partnership is personally liable for all the debts and obligations of the partnership. Advantages of forming an unlimited company Profits from the business will be taxed at the unlimited company’s tax rate, which is lower than the limited company’s tax rate. The maintenance costs of an unlimited company are generally lower, e.g. no need to arrange for annual audits, comply with compliance reporting (e.g. filing of annual returns) and other necessary matters (e.g. appointment of a company secretary, holding of annual general meetings, etc.) as required under the Companies Ordinance. Disadvantages of forming an unlimited company The owner(s) of an unlimited company are personally liable for all the debts and obligations of the unlimited company (i.e. the owners of an unlimited company have to bear unlimited liability). If the unlimited company becomes insolvent, the owner(s) may be required to pay the debts of the unlimited company out of their personal assets. Limited Company A limited company is a type of company formed and registered in accordance with the Companies Ordinance. A company limited has a separate legal status that allows it to enter into contracts, to sue or be sued, to own property and to borrow money in its own name. A company limited by shares is responsible for its own debts and obligations and the liability of each shareholder is generally limited to the amount which remains unpaid on that shareholder’s shares. Advantages of forming a limited company The liability of a shareholder of a limited company is generally limited to the amount of the shareholder's unpaid shares. (Example: When registering a limited company, a shareholder agrees and undertakes to pay HK$10,000 as the share capital of the company in exchange for the shares. When the limited company becomes insolvent and the shareholder has never paid the capital to the company, the shareholder's liability is generally limited to the amount of the shareholder's unpaid shares, i.e. HK$10,000). Disadvantages of forming a limited company The tax rate for a limited company is higher than that for an unlimited company. The maintenance cost of a limited company is higher than that of an unlimited company, e.g. a limited company has to comply with the requirements of the Companies Ordinance for appointing a company secretary, filing an annual return, conducting audits of financial statements, etc. A limited company is obliged to disclose its articles of association, the address of its registered office, and information about its shareholders and directors to the public at the Companies Registry. For more information, please visit our blog post: 有限公司無限公司十大分別 | 開公司應如何選擇？

1. Company name 2. Registered office address 3. Founder Member(s) [Shareholder(s)] Name Address Number of shares to be subscribed & subscription amount 4. Director(s) Name HKID number / Passport number & issuing country or region Address Email address (Optional) 5. Company Secretary Name Hong Kong Correspondence Address HKID number / Passport number & issuing country or region (If the Company Secretary is a nature person) Business Registration Number (If the Company Secretary is a body corporate) Trust or Company Service Provider Licence Number (If not required to obtain a licence, it is required to state the reasons) *As a Trust or Company Service Provider Licensee (TC009081), Biz & Bird is authorised to provide you with company services in Hong Kong, which include acting as your company secretary and providing you with Biz & Bird's office address as your company's registered office.

1. At least one director aged 18 or above, who is a holder of a Hong Kong Identity Card or a passport of any country. 2. At least one founder member (shareholder) and either a natural person (individual) or a body corporate (company) can be a founder member (shareholder). 3. An address in Hong Kong as the registered address of the company (Biz & Bird offers virtual office service to meet the legal requirements) 4. A company secretary that meets the requirements of the Companies Ordinance (Biz & Bird is a licensed trust or company service provider (TC009081) and is authorized to provide company services in Hong Kong)

1. According to section 474 of the Companies Ordinance, a company must have a company secretary. If the company secretary is a natural person, he/she must ordinarily reside in Hong Kong. If the company secretary is a body corporate, it must have its registered office or a place of business in Hong Kong. In addition, under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance, any person who carries on or proposes to carry on a trust or company service business in Hong Kong must apply for a TCSP license. Biz & Bird is a Trust or Company Services Provider (TCSP) Licensee (TC009081) and is authorised to provide company services to you in Hong Kong. 2. According to section 475(2) of the Companies Ordinance, the director of a private company having only one director must not also be a company secretary of the company.

The Companies Ordinance does not impose any restriction on the nationality of shareholders and directors of a Hong Kong limited company. Non-Hong Kong residents are also eligible to incorporate a Hong Kong limited company and serve as shareholders and directors. All individuals, including Hong Kong residents, Mainland residents, and overseas individuals, can become shareholders of a company. However, individuals who are to become directors of a company must be at least 18 years old, regardless of their residency status (Hong Kong residents, Mainland residents, or overseas individuals).

The Companies Ordinance has not prescribed any requirement for the number of shares proposed to be issued. A local company limited by shares shall be formed by at least one founder member. However, if a limited company has more than 50 members (shareholders), it has to be registered as a "public company".

The time required for Biz & Bird to register a Hong Kong limited company is as follows: If the founder member(s) [shareholder(s)] and director(s) hold Hong Kong Identity Cards or valid passports (regardless of their nationality) and register a limited company in their personal capacity, the registration process can be completed within approximately 1-3 working days. If the founder member(s) [shareholder(s)] and director(s) only hold PRC identity cards or they are corporate bodies, the registration process will generally take about 7-10 working days. This timeframe begins from the moment all documents are signed by the shareholders and directors and delivered to our Hong Kong office. *The above time required is for reference only and is subject to the relevant circumstances and the approval time by the Companies Registry.

1. Clear pricing Biz & Bird is committed to providing our clients with the fairest and clearest service and pricing. We guarantee that there are no hidden charges in our service fees. Our service plan charges will be clearly listed before we provide the service, and any customer is welcome to inquire with us at any time. 2. Affordable price Biz & Bird understands the difficulties of starting a business and is committed to providing you with the most transparent, simple and cost-effective company incorporation and company secretarial services. 3. Extensive experience Our professional service team has rich experience in setting up limited companies and company secretarial services, and understands the needs of start-ups and small and medium-sized enterprises. We are committed to providing you with caring and appropriate services and advice. In addition, our founder is an associate of The Hong Kong Chartered Governance Institute and owns dual qualifications of Chartered Secretary and Chartered Governance Professional. He has also worked for a number of listed companies in Hong Kong and has extensive experience in compliance, corporate governance and company secretarial matters, and are committed to serving our clients in a professional manner. 4. One-stop service Biz & Bird specializes in providing one-stop corporate services, covering company registration, company secretarial, accounting & taxation, and human resources & payroll outsourcing services, to satisfy your needs in corporate services, so that you can focus more on your core business, and let your company be the next success story.

You can decide the type of company to set up by considering (1) maintenance cost, (2) tax rate and (3) risk tolerance. Unlimited Company Unlimited companies can be categorised as sole proprietorships and general partnerships. A sole proprietorship is a business that is run by a single individual. Although the sole proprietor may engage employees to assist with the day-to-day operations, all the business decisions are solely made by him/her. The sole proprietor is responsible for any debts that the business incurs. In the event of insolvency of the business, the sole proprietor may go bankrupt or be subject to a creditors' petition for bankruptcy. A partnership is the relation which subsists between 2 or more persons carrying on a business in common with a view of profit. Each partner can bind the partnership and is responsible for the acts of other partners taken in the ordinary course of business. Each partner in a general partnership is personally liable for all the debts and obligations of the partnership. Advantages of forming an unlimited company Profits from the business will be taxed at the unlimited company’s tax rate, which is lower than the limited company’s tax rate. The maintenance costs of an unlimited company are generally lower, e.g. no need to arrange for annual audits, comply with compliance reporting (e.g. filing of annual returns) and other necessary matters (e.g. appointment of a company secretary, holding of annual general meetings, etc.) as required under the Companies Ordinance. Disadvantages of forming an unlimited company The owner(s) of an unlimited company are personally liable for all the debts and obligations of the unlimited company (i.e. the owners of an unlimited company have to bear unlimited liability). If the unlimited company becomes insolvent, the owner(s) may be required to pay the debts of the unlimited company out of their personal assets. Limited Company A limited company is a type of company formed and registered in accordance with the Companies Ordinance. A company limited has a separate legal status that allows it to enter into contracts, to sue or be sued, to own property and to borrow money in its own name. A company limited by shares is responsible for its own debts and obligations and the liability of each shareholder is generally limited to the amount which remains unpaid on that shareholder’s shares. Advantages of forming a limited company The liability of a shareholder of a limited company is generally limited to the amount of the shareholder's unpaid shares. (Example: When registering a limited company, a shareholder agrees and undertakes to pay HK$10,000 as the share capital of the company in exchange for the shares. When the limited company becomes insolvent and the shareholder has never paid the capital to the company, the shareholder's liability is generally limited to the amount of the shareholder's unpaid shares, i.e. HK$10,000). Disadvantages of forming a limited company The tax rate for a limited company is higher than that for an unlimited company. The maintenance cost of a limited company is higher than that of an unlimited company, e.g. a limited company has to comply with the requirements of the Companies Ordinance for appointing a company secretary, filing an annual return, conducting audits of financial statements, etc. A limited company is obliged to disclose its articles of association, the address of its registered office, and information about its shareholders and directors to the public at the Companies Registry. For more information, please visit our blog post: 有限公司無限公司十大分別 | 開公司應如何選擇？

1. Company name 2. Registered office address 3. Founder Member(s) [Shareholder(s)] Name Address Number of shares to be subscribed & subscription amount 4. Director(s) Name HKID number / Passport number & issuing country or region Address Email address (Optional) 5. Company Secretary Name Hong Kong Correspondence Address HKID number / Passport number & issuing country or region (If the Company Secretary is a nature person) Business Registration Number (If the Company Secretary is a body corporate) Trust or Company Service Provider Licence Number (If not required to obtain a licence, it is required to state the reasons) *As a Trust or Company Service Provider Licensee (TC009081), Biz & Bird is authorised to provide you with company services in Hong Kong, which include acting as your company secretary and providing you with Biz & Bird's office address as your company's registered office.

1. At least one director aged 18 or above, who is a holder of a Hong Kong Identity Card or a passport of any country. 2. At least one founder member (shareholder) and either a natural person (individual) or a body corporate (company) can be a founder member (shareholder). 3. An address in Hong Kong as the registered address of the company (Biz & Bird offers virtual office service to meet the legal requirements) 4. A company secretary that meets the requirements of the Companies Ordinance (Biz & Bird is a licensed trust or company service provider (TC009081) and is authorized to provide company services in Hong Kong)

1. According to section 474 of the Companies Ordinance, a company must have a company secretary. If the company secretary is a natural person, he/she must ordinarily reside in Hong Kong. If the company secretary is a body corporate, it must have its registered office or a place of business in Hong Kong. In addition, under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance, any person who carries on or proposes to carry on a trust or company service business in Hong Kong must apply for a TCSP license. Biz & Bird is a Trust or Company Services Provider (TCSP) Licensee (TC009081) and is authorised to provide company services to you in Hong Kong. 2. According to section 475(2) of the Companies Ordinance, the director of a private company having only one director must not also be a company secretary of the company.

The Companies Ordinance does not impose any restriction on the nationality of shareholders and directors of a Hong Kong limited company. Non-Hong Kong residents are also eligible to incorporate a Hong Kong limited company and serve as shareholders and directors. All individuals, including Hong Kong residents, Mainland residents, and overseas individuals, can become shareholders of a company. However, individuals who are to become directors of a company must be at least 18 years old, regardless of their residency status (Hong Kong residents, Mainland residents, or overseas individuals).

The Companies Ordinance has not prescribed any requirement for the number of shares proposed to be issued. A local company limited by shares shall be formed by at least one founder member. However, if a limited company has more than 50 members (shareholders), it has to be registered as a "public company".

The time required for Biz & Bird to register a Hong Kong limited company is as follows: If the founder member(s) [shareholder(s)] and director(s) hold Hong Kong Identity Cards or valid passports (regardless of their nationality) and register a limited company in their personal capacity, the registration process can be completed within approximately 1-3 working days. If the founder member(s) [shareholder(s)] and director(s) only hold PRC identity cards or they are corporate bodies, the registration process will generally take about 7-10 working days. This timeframe begins from the moment all documents are signed by the shareholders and directors and delivered to our Hong Kong office. *The above time required is for reference only and is subject to the relevant circumstances and the approval time by the Companies Registry.