(a) After the incorporation of a company, a director like you should take good duty of care towards the company in compliance with the Hong Kong Companies Ordinance. For more information, please refer to “A Guide on Director's Duties”.
(b) The fee schedule for submitting the Annual Return of the company to the Companies Registry and Summary of the major service fees charged by the Companies Registry. Please click here for details.
Other than the company formation services, what else does Amax provide?
In addition to the company formation services, Amax & Co. does also provide the secretarial services in accordance with the Companies Ordinance of Hong Kong. In accordance with the Section 474 of the Companies Ordinance (Chapter 622) of laws of Hong Kong, every company shall have a secretary to carry out the legal duty of the company. Such duty includes but not limited to file a return of the company's updated profile on a yearly basis and report changes of the company's profile, if any; to the Companies Registry. Failure to do so is committed an offence.
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The scope of our secretarial services includes:-
Ø Preparing and keeping statutory records, such as register of shareholders and register directors, etc
Ø Preparing documents and assisting in opening bank account
ØPreparing and submitting relevant form for the application of business registration certificate
Ø Arranging and attending meetings of directors and shareholders, and preparing minutes of meetings
Ø Preparing and submitting statutory documents, including annual return form to the Companies Registry
Ø Preparing documents for allotment or transfer of shares
Ø Preparing documents for appointment/change of directors
Ø Preparing documents for liquidation and deregistration
Ø Providing registered office
What is deregistration? What are the requirements for making up the application for deregistration?
Any solvent private company can apply to the Registrar for deregistration by virtue of the Companies Ordinance Sections 749 to 751 and 759.
The General requirements for the deregistration are:
1. All the members of the company unanimously agree to the deregistration;
2. The company has never commenced any business or operation, or has ceased to carry on business or ceased operation for more than 3 months immediately before the application;
3. The company has no outstanding liabilities; and
4. It has obtained a written notice of no objection from the Commissioner of Inland Revenue.
Deregistration is the simplest method of winding up a limited company. However, any person who has a valid ground is eligible to make an application to the court to rescind the winding up of the company within 20 years after the deregistration. If the company fails to deregister, it would be restored to its original position as if the company has never been deregistered.
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What other options to wind up a private company?
A limited company can also be wound up voluntarily by its members or creditors.
1. Member's voluntary winding-up:
The members of a solvent company may decide to wind up the company under section 233 of the Hong Kong Companies Ordinance (Chapter 32).
In a members’ voluntary winding up, the directors must make a written declaration (certificate of solvency) that they have made an inquiry into the affairs of the company and that at a meeting of directors they have formed the opinion that the company will be able to pay all of its creditors in full within 12 months after the commencement of the winding up. This is often referred to as a solvency declaration. After the solvency declaration there must be a special resolution, that is, a resolution requiring at least 21 days notice and a 75% majority of eligible voters who vote at a meeting.
2. Creditor's voluntary winding-up:
Not every company can be wound up in a Members’ voluntary winding up. Because the company is insolvent and the directors of the company are unable to execute a Certificate of Solvency, a creditor's voluntary winding up shall be commenced instead.
Amax & Co. Certified Public Accountants (Practising)
Email address: firstname.lastname@example.org Web site: www.amaxcpa.com.hk
Address: Suite 1102, 11/F., Valley Centre, 80-82 Morrison Hill Road, Wanchai, Hong Kong.
Telephone: (852) 2815 1108 or (852) 2815 0383 Facsimile: (852) 2815 2608
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