Problem of forming limited company in HK......

2008-07-31 7:18 am
Two shareholders, A holds 95% of shares and B holds 5% of shares, would like to form a limited company. However, B shareholder doesn't want his identity be recorded in Hong Kong Company Regristy.

Problem 1: B shareholder doesn't want to use nominee shareholder. Are all shareholders must be regristered when forming a limited company? Can he hold the shares by "bearer share"? If Not, any ways can B shareholder , on one
hand, is able to protect his shareholder identity. On the other hand, his identity can be hidden from Govt.

Problem 2: Both shareholders would like to remark a specific statement of " Any big transcation of company must be approved by both shareholder in written form." . Does Company Law allow any specific statement be added within the limited company application document?

Thanks a lot
更新1:

Thanks JJ. Does BVI company need to provide its shareholder identity to Hong Kong Company Regristy? Besides, when opens a bank acc, does BVI need to provide its shareholder identity to the banks. OR, banks allow company provides only the large shares of the shareholder?

回答 (3)

2008-08-02 10:30 pm
✔ 最佳答案
Problem 1: All founder member must provide their particulars like name, I.D. no. and residential address in the NC1A before formation of a limited company. Please note that the form NC1A will be a public record and can be searched in ICRIS search centre by the public. http://www.icris.cr.gov.hk/csci/

If B want to protect his personal particulars, he can, by the way, buy a BVI shelf company and hold 5% shares of the new HK limited company.

Problem 2: You should know that Articles restrict the use of common seal of the company. When a company buy a property, form a contract, the company should affix its common seal and signed by the director. Before the company affix the common seal on the assignment, Board of Director should pass the resolution to authorize the no. of director to affix the common seal.

If both shareholders concern their control power of the company, they can reach a shareholders agreement with a specific statement in their own purpose. Under the contract law, both shareholders would be regulated by the said agreement.

2008-08-09 16:16:21 補充:
You only provide the BVI company's name and the address to the companies registry. Such information will reflect in the NC1A and the annual return of the Hong Kong company.

2008-08-09 16:17:09 補充:
For bank account of HK company, you should provide the particulars of beneficial owner, if the shareholder of the company is Body Corporate with multi layers,

2008-08-09 16:17:24 補充:
you should provide the certified true copy of register of member for all layers until the shareholder is human (also provide his I.D. card copies and residential address proof).

2008-08-09 16:17:38 補充:
Also, you may require to provide the certificate of incumbency of BVI company to the bank for supporting information. It will cost you at least HK$1,X00 or above
2008-12-11 5:11 am
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2008-07-31 7:28 pm
Problem 1: All shareholders must be registered when forming a limited company. There is no bearer share for HK companies. You may use "declaration of trust" to ask someone to hold the share on behalf of B in appearence, and prepare a trust deed, which must be stamped, to show the true shareholder in law.

Problem 2: The shareholders can add anything in the Memorandum when forming company. However, I think it is better to consult lawyer about the sentences. For example, how to define "big".

If you have any question, feel free to e-mail me [email protected]


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