1, company name search
2. submit? Power of attorney and entrustment agreement;
3. Sign the agreement (on mutually agreed terms);
4. Pay down payment (50% down payment in advance and the remaining 50% when relevant);
5. Sign legal documents (arrange all shareholders and directors to sign a full set of documents);
6, the government approval process (6-8 working days to complete the approval procedures and issue a certificate);
7. Make a green box (there are articles of association, share books, record books and seals in the green box);
8. The company was established.
(2) Conditions for registering a Hong Kong company
One or more shareholders of 1, age 18;
2. All shareholders must produce a valid ID card or a copy of China passport;
3. The registered capital shall not be less than HK$ 65,438+00,000 (with no limit on the funds in place);
4. Can provide a registered address in Hong Kong;
5. Hong Kong can provide legal secretaries.
(3) A registered Hong Kong company shall provide the following information:
1, provide a brand-new company name-check the name-15 minutes to get the result;
2. Provide a copy of the shareholder's ID card or passport (at least 65,438+0 shareholders, aged 65,438+08, of any nationality);
3. Registered capital (without capital verification, the registered capital exceeds 6,543.8+0,000 yuan, and the government collects 0.654.38+0% stamp duty, that is, domestic stamp duty). For example, stamp duty of 6.5438+0.00 million yuan is required;
4. Share distribution of shareholders;
5. Domestic contact address and telephone number.
(4) Company information obtained by registering a Hong Kong company
1, government documents (business registration certificate, company registration certificate);
2. 18 memorandum and detailed rules of the company;
3. Three seals of the new company (1 steel seal, 1 atomic finance seal, 1 atomic seal signature seal (for stamping bank checks);
4. Internal stock book;
5. Minute Book of Legal Shareholders and Board Meeting (Green Hardcover Department);
6. A green hard box (for storing the above documents and articles);
How to change the directors and shareholders of a registered Hong Kong company? The shareholders of a Hong Kong company are the investors and obligees of the company, the directors are recommended by the shareholders, and the manager and chairman of the company are the heads of the board of directors. The registration of a Hong Kong company requires at least one shareholder and one director. The follow-up management of Hong Kong companies is relatively convenient, but it is necessary to pay attention to the annual review and tax return of Hong Kong companies. In addition, it can be taken care of by the secretary company.
General Meeting of Shareholders of Hong Kong Companies
Formally speaking, all shareholders have the right to attend the shareholders' meeting, but because there are many ways to divide the number of shareholders, and companies in various countries often stipulate that the ownership and management rights of the company are separated, and the control and management rights of the company are actually in the board of directors, so individual shareholders actually have little authority. The purpose of attending the shareholders' meeting is to decide the composition of the board of directors, review the work of the board of directors and the company's operating performance, and participate in the decision-making on major issues of the company.
There are three kinds of shareholders' meetings: annual meeting, special meeting and statutory meeting.
(1) Annual General Meeting of Shareholders
According to Article 1 10 of the Companies Ordinance, every company must hold an annual general meeting of shareholders (or members). The interval between two annual general meetings of shareholders should not exceed 15 months.
The notice of convening the annual general meeting of shareholders must be delivered to all shareholders (or company members) 2 1 day in advance. The notice of the meeting must explain the nature of the meeting. If the meeting must adopt some important resolutions, notice must be given 28 days before the meeting, and the important issues to be discussed at the meeting must be clearly informed.
If the company fails to convene an annual general meeting of shareholders in a certain calendar year, any member of the company may apply to the court for an order to convene a general meeting of shareholders. And indicate how to hold it.
The Companies Ordinance does not stipulate what must be done at the annual general meeting of shareholders. It is customary to elect directors (or re-elect directors of Hong Kong companies), appoint auditors, and pass annual accounts, annual reports of the company's board of directors and auditors' audit reports.
(2) Special meeting (extraordinary meeting)
Except that the board of directors may propose to convene an extraordinary general meeting of shareholders (or members), unless otherwise stipulated in the articles of association, two or more members holding one tenth of the issued share capital of the company may also propose to convene an extraordinary meeting or an extraordinary general meeting of shareholders. If it is not a joint-stock company, a special meeting may be held upon the proposal of 5% of the total number of members of the company.
Even though the Articles of Association restricts the convening of non-permanent shareholders' meetings, if there are enough company members (one or more shareholders are willing to hold at least one-tenth of the voting rights of the shareholders' meetings and pay off their shares). If it is not a joint-stock company, it must represent at least one tenth of the total voting rights of the company), and you can invite the Children's Association to watch the special meeting at any time.
The above meeting request must be sent to the company's registered office in writing, which explains the purpose of the meeting request and is signed by all members who request the meeting.
The board of directors of the company must hold an interim meeting within 2 1 day after receiving the written request.
All meeting notices and meeting procedures shall be conducted in accordance with general laws. If the Election Committee fails to convene an interim meeting at the request of members, members have the right to convene an interim meeting on their own according to the fifth paragraph of Article 1 13. The reasonable expenses of the meeting must be borne by the company.
Article 140B of the Companies Ordinance stipulates that an extraordinary general meeting of shareholders may also be convened if the auditor requests to resign and makes a special statement for this purpose.
(3) Statutory meetings
According to the law, a company must hold a shareholders' meeting three months in advance before making a public offering or issuing new shares, and release information to the society and the public, explaining the company's purpose, operation and the purpose of capital increase, so as to attract investors' attention and confidence.
Materials and procedures required for Hong Kong companies to operate in the Mainland Data and materials required for investors to operate in the Mainland after registering Hong Kong companies:
1. Legal business opening certificate (business opening certificate and its notarization, that is, notarized by the local notary office and then authenticated by the China Embassy); (1 serving)
2. The bank credit certificate of the investor; (1 serving)
3. The original lease contract for renting office space (the lease term is more than one year), the original residence certificate and a copy of the license for designated office space (with the official seal of the building affixed).
Lease certificate (original and photocopy stamped with official seal); Copy and signature of the right holder's ID card;
Note: The office building should be within the building scope approved by the Foreign Economic and Trade Commission.
Registered Hong Kong companies have no direct right to operate in China. Companies registered in Hong Kong can only enter through foreign capital. Foreign capital operating in China in the name of Hong Kong companies needs the filing and approval of the Industrial and Commercial Bureau and the Economic and Trade Bureau, which is definitely controlled by domestic laws.
Procedures for companies registered in Hong Kong to operate in Chinese mainland:
1. Hong Kong companies registered in China belong to returning investment and need to go to the Foreign Economic and Trade Commission for project approval. Generally, the proportion of registered foreign capital shall not be less than 25%. It is required to enter the capital verification from abroad (offshore account can also) in the form of foreign exchange, then register with the administrative department for industry and commerce to obtain a business license, and finally go through the tax registration. Of course, some industries need special approval from government departments, so extra work is needed.
2, is to set up a representative office, although the establishment of a representative office does not require the nationality of the shareholders of the parent company, but the representative office can only be used for liaison and publicity, not for business, that is to say, can only spend money, not income. The so-called mainland operations only contact some customers or suppliers, and there is no need to register in China at all. It is enough to register an office at most, which is the most convenient and economical way.
3. Another way is that there are already domestic enterprises, and Hong Kong companies are used to authorize domestic enterprises, and domestic companies have full authority to represent Hong Kong companies' business in the Mainland. This method is mostly used for customers with the help of Hong Kong company names, because there are many restrictions on registering companies in China, while Hong Kong companies have no restrictions on names. It can be used as an association, center and research institute. The ending is ok.
Most customers use Hong Kong companies to operate in international trade. Domestic companies need to import or export goods, and use Hong Kong companies to transfer trade prices and avoid taxes reasonably. This kind of Hong Kong company does not need to have a foreign office address and office staff in China, but is only used to sign the joining agreement. The above are several modes for registered Hong Kong companies to operate in China.
The above is the registration of Changsha Hong Kong-funded company provided by Bian Xiao, and I hope it will help you.