La Nao Consulting is a professional services firm with offices in Hong Kong, and representatives in Shanghái and Buenos Aires. We offer integrated solutions to companies wishing to enter the Chinese market or seeking to grow their operations in this region.
Our team includes lawyers, accountants and masters in corporate governance that speak Spanish, English, Japanese and Mandarin.
Thanks to our strategic geographic locations and the diverse professional background of our team, we are able to provide services ranging from international trade to complex legal cross-border transactions in China.
Our name originates from "La Nao de China", an alias for the "Galleons of Manila", the maritime commercial route between Asia and Europe. This route was planned by King Felipe II of Spain to trade coveted goods from The East. His ships navigated their cargo across the northern Pacific Ocean from Manila to Acapulco, crossed Mexico by road to Veracruz, and then shipped on to Europe. The San Lucas was the first liner to open this route in 1565, which remained an avenue of trade for another 242 years.
May 2019
1. INCORPORATION OF A LIMITED LIABILITY COMPANY IN HONG KONG
The establishment of a limited liability company in Hong Kong takes usually between five and seven working days. The following are the steps in the incorporation process:
1.1. Company Name
The establishment of a company in Hong Kong begins with the verification of the availability of the company name with the Companies Registry, and that it does not need prior authorization from the Chief Executive of Hong Kong.
1.2. Certificate of Incorporation
Following the name verification, the Companies Registry requires the submission of the Articles of Association of the company, along with other necessary government forms. Upon presentation of such documents, the company will need to pay the corresponding registration fees. Once the application is deemed approved, the Companies Registry will issue a Certificate of Incorporation.
1.3. Business Registration Certificate
Every person and/or company having any business activity in Hong Kong is required to obtain a Business Registration Certificate from the Commissioner of the Inland Revenue Department. Upon applying for a Certificate of Incorporation (see “1.2” above), the application process for the Business Registration Certificate begins automatically. This document shall be displayed at the company’s premises and renewed every year.
If the company has multiple branches in Hong Kong, a Business Registration Certificate must be requested for each branch.
In addition, any changes of information must be reported to the Inland Revenue Department within one month of occurrence.
2. STRUCTURE AND REQUIREMENTS
2.1. Share Capital
According to the Hong Kong Companies Ordinance (Cap. 622), there is no requirement regarding the minimum amount of nominal share capital. Generally, a company’s minimum nominal share capital is set at HK$1.00, HK$1,000.00 or HK$10,000.00 divided into a corresponding number of shares with a per share value of HK$1.00. In order for the company to be legally formed, at least one share must be issued.
2.2. Shareholders
Under the Companies Ordinance (Cap. 622), Hong Kong companies (except public companies) must have a minimum of one shareholder entitled to at least one share. The shareholder may be an individual or an entity. There is no residence or nationality requirements.
2.3. Directors
Every Hong Kong Company must have at least one individual director who is the legal representative of the company. However, an entity may be appointed as an additional director.[1] A shareholder may serve as director as well. Also, there is no residence or nationality restrictions.
2.4. Company Secretary
Every company shall have a company secretary who is responsible of complying with the corporate regulations in accordance with the Companies Ordinance and maintaining the statutory records. If the company secretary is an entity, it must have either a registered office or place of business in Hong Kong. If it is an individual he/she shall reside in Hong Kong. A sole director may not serve as the company secretary.
2.5. Registered Office
Every company in Hong Kong shall have a registered office in Hong Kong to which all communications and notices may be addressed to. This registered office is where the company must keep its statutes, records and books. The registered office does not need to be in the same location as the company’s place of operations.
3. ACCOUNTING AND FINANCIAL STATEMENTS
Companies are required to maintain proper accounting books, and must appoint an auditor who is a practicing member of the Hong Kong Society of Accountants. The company’s audited accounts, along with its profit tax return, must be submitted to the Inland Revenue Department on an annual basis. However, there is no requirement of maintaining public records of the financial statements in the Companies Registry.
4. BANK ACCOUNTS
In order to open a corporate bank account in Hong Kong, the Company shall provide information to comply with Anti-Money Laundering regulations as well as more strict due diligence in regards to the company's business directors and shareholders background, including its experience.
In addition to the standard corporate documents and the individual identification documents, the banks are requiring background of the company, business plan, proof of industry experience, full details of directors and ultimate beneficiaries. All this information shall be backed up with supporting documents in English.
The bank requires to have a face to face interview in English or Chinese with the director of the company.
5. ANNUAL OBLIGATIONS
5.1. Corporate Obligations
5.1.1. Hold an Annual General Meeting.
5.1.2. File the Annual Return before the Companies Registry.
5.1.3. Maintain updated statutory books and records.
5.2. Fiscal Obligations
5.2.1. Renew the Business Registration Certificate with the Inland Revenue Department.
5.2.2. File audited financial statements before the Inland Revenue Department.
6. SERVICES
La Nao Consulting offers the following services:
6.1. Incorporation of the Company;
6.2. Company Secretary;
6.3. Registered address;
6.4. Assisting to apply for a bank account; and
6.5. Accounting.
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May 10 2019
In order to be eligible for a working visa in Hong Kong, applicants need to have good educational qualifications, no criminal background as well as possession of special skills. Afterwards, applications are carefully and individually analyzed and based on the qualifications of both the employee and the company being employed.
The following outlines La Nao's visa alternatives:
1. Application for a visa in Hong Kong by the scheme Entry for Employment as Professional under the General Employment Policy.
1. Prepare immigration forms and file supporting documents for the sponsor company and applicants.
2. Gather and revision of supporting documents of the applicants and sponsor company.
3. Draft letter of application.
4. File to Immigration Department the application file.
5. Follow up the Immigration Office in charge.
2. Requirements under the Employment as Professional scheme
1. No security objection and no known record of serious crime in respect of the applicant.
2. Good education background, normally a first degree in the relevant field, but in special circumstances, good technical qualifications, proven professional abilities and/or relevant experience and achievements supported by documentary evidence may also be accepted.
3. Genuine job vacancy.
4. Applicant has confirmed offer of employment and is employed in a job relevant to his academic qualifications or work experience that cannot be readily taken up by the local work force.
5. The sponsoring company must have the sufficient mean to subsidize the payment of the salary and variables of the applicant.
3. Information to be provided by sponsoring company:
3.1. Immigration Form ID990B signed (La Nao will prepare).
3.2. Name of the sponsoring Company (the new company).
3.3. Copy of Employment Contract or Employment offer (La Nao will draft one).
3.4. Copy of Incorporation Certificate
3.5. Copy of Business Registration
3.6. The latest (three) bank statements (if any).
3.7. Copy of the last Audit Report (if any).
3.8. A letter of commitment from an equity partner or parent company committing to provide the necessary funds, in case the company does not have the sufficient cash flow to justify the contracting.
3.9. Documentation that shows details on the Company history (brochure, web page, etc.) (if any)
3.10. Detailed business plan giving justifications for hiring the applicant.
3.11. Copy of office lease contract in Hong Kong (can be a rental agreement for shared workplace).
4. Information to be provided by the applicant:
4.1. Immigration Form ID990B signed (La Nao will prepare).
4.2. Recent photograph (passport size).
4.3. Passport copy.
4.4. Copies of academic certificates.
4.5. Curriculum Vitae.
4.6. Reference letter from former employer.
4.7. Residential lease agreement.
Substantial Contribution to the Economy (Details to consider):
5. Business Plan
An applicant who wishes to establish or join in business in Hong Kong should submit a two-year business plan stating the nature of the business, market analysis, market positioning, business direction, sales targets, product marketing strategy, etc. in order to demonstrate that the business is suitable for and capable of developing in Hong Kong. The applicant should also submit a two-year forecast of the profit-and-loss account statement, cash flow statement and balance sheet to demonstrate the feasibility of the business in terms of operation, finances and development.
6. Business Turnover
If the applicant is running relevant business overseas or has joined in a business in Hong Kong, he/she should submit the profit-and-loss account statement and balance sheet showing the business turnover and profit in the previous year. Those who intend to establish business in Hong Kong should submit a two-year forecast or profit-and-loss account statement and balance sheet as mentioned above, including the anticipated business turnover in order to demonstrate the feasibility of the business operation and development.
In assessing and application for entry for investment to establish business in Hong Kong, the Immigration Department will also consider whether the applicant has relevant investment or working experience in the business concerned.
7. Financial Resources
The applicant should submit statements of his/her personal company bank accounts in the previous year and proof of other sources of funding, as well as the company's latest audited financial report (if any) to demonstrate that he/she has sufficient financial resources to run the relevant business in Hong Kong and also support the smooth operation and sustainable growth of the business.
8. Investment Sum
The applicant should submit documentary proof showing the amount of capital investment in Hong Kong. The Immigration Department will consider whether the investment amount is able to support the operation of the business.
9. Number of Jobs Created Locally
The applicant should set out the organizational structure of his/her business and the required number of staff and posts, based on the nature and scale of the business. He/She should indicate the number and level of actual jobs created locally (e.g. managers, administrators, professionals, clerical support staff, etc.).
10. Introduction of New Technology or Skills (if applicable)
The applicant should explain how the new technology or skills to be introduced can inspire creativity in the high-value-added industries in Hong Kong, and whether he/she has taken out patent, contributing to the long-term development of Hong Kong as a knowledge-based economy.
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