ANNUAL

COMPLIANCE

SECRETARIAL
 
Annual company registry filing

 

We prepare tax filings for clients using BHL CAS system which guarantees compliance. This gives us assurance that our clients' filings are properly done. Each filing prepared is also manually reviewed by a principal to minimise the possbility of error.

 

Our firm charges an annual fee and also provides corporate secretarial services through our secretarial and nominee companies.

 

The Firm can:

  • Prepare all the secretarial related finding and internal documents on your company's behalf

  • Acting as your company secretary

  • Provide a registered office address (for a company incorporated in Hong Kong)

 

As part of its services, T.K.Tong & Co. also incorporates Hong Kong companies, provides “shelf’ companies (with Hong Kong dollar or U.S. dollar denominated capitalisation), registers oversea companies and arranges for the acquisition or incorporation of certain offshore companies.

 

The routine services of company secretary, nominee shareholder, registered office and authorised representative provided by T.K.Tong & Co. are charged on an annual fee basis. Any additional non-routine secretarial services are charged at the standard fee as specified.
 

SERVICES WITHIN THE SCOPE OF OUR ANNUAL STANDARD FEES


The services provided within the scope of our annual standard fees are as follows:

 

Company Secretarial Work

 

The following services are provided within the scope of our annual standard fees for preparing the annual filing and related requirements and for maintaining the corporate records:

  • Safe custody of statutory records (e.g. keeping minute books, register of directors and secretary, register of shareholders, register of transfers and register of charges).

  • Preparing all documentation in connection with a routine Annual General Meeting or a meeting to that effect where a company has been exempted from holding an Annual General Meeting, as required by the Companies Ordinance.

  • Preparing and filing the Annual Return as required by the Companies Ordinance.

 
Acting as Your Company Secretary

 

Every Hong Kong company is required by law to have a secretary who, if an individual, must be ordinarily resident in Hong Kong, or, if a body corporate, must have its registered office or a place of business in Hong Kong.

 

The Company Secretary is an officer of the company and is required to ensure that the company complies with its legal obligations as laid down in the Companies Ordinance for the maintenance and disclosure of information regarding the company’s affairs.

 

The main duties of theCompany Secretary of a Hong Kong company limited by shares includes co-ordinating the administration and minuting of meetings of directors/shareholders, maintaining minute books and various statutory registers, ensuring that the company complies with its Memorandum and Articles of Association, ensuring the timely filing of returns with the Companies Registry, monitoring and ensuring general compliance with applicable legal requirements, particularly under the Companies Ordinance.

 

Due to the increasing role of the Company Secretary, it may be convenient for clients to appoint one of our nominee companies as Company Secretary to ensure full compliance with the obligations imposed on a secretary by Hong Kong law. Many of our clients also find it convenient to use our nominee company to ensure continuity. Our nominee company’s acceptance of an appointment as Company Secretary is subject to the provision of indemnity to our Firm by the client.
 

Providing a Registered Office Address

 

Every Hong Kong company is required by law to maintain a registered office. The main purpose for this requirement is to provide a specific address for service of court papers, communications from the Inland Revenue Department and other official notices. In addition, contracts typically provide for the service of contractual notices at the registered office.

 

The use of our office address as the registered office of a company is particularly convenient for companies that do not establish a separate place of business of their own in Hong Kong. In addition, many of our clients who do have their own separate place of business in Hong Kong nevertheless use our office address as their registered office to ensure that any court papers or official notices served on the company receive appropriate attention.

 

The statutory records of a company are usually maintained at its registered office, and accordingly it is convenient to use our Firm as the registered office in situations where our nominee company acts as Company Secretary.

 

The services provided within the scope of our annual standard fees for supplying the registered office address are as follows:

  • Receiving and forwarding correspondence addressed to the company (such as bank statements).

  • Applying for and renewing the company’s Business Registration Certificate kept at the registered office.

  • Safe custody of the company’s statutory records and common seal.

 
 
EXAMPLES OF SERVICES OUTSIDE THE SCOPE OF OUR ANNUAL STANDARD FEES

 

To ensure that cost expectations are not exceeded, the Firm endeavours to establish an explicit understanding of the likely cost of all work undertaken, and we therefore note below some examples of services that would be outside the scope of our annual standard fees. This work will be charged at our standard rates.

 

Company Secretarial Work

 

Preparing documentation to convene an adjourned Annual General Meeting for presenting accounts to members which were not available at the time of the Annual General Meeting.

 

Preparing minutes or resolutions and all ancillary documents relating, but not limited to the following matters:

  • Opening and operation of bank accounts;

  • Resignation and appointment of directors and of secretary;

  • Share transfers;

  • Change of auditors;

  • Change of name of company;

  • Change of registered office and place of business;

  • Change of particulars of directors and of secretary;

  • Removal of directors;

  • Allotment of shares;

  • Adoption of official seal and preparing deed of authorisation for its use;

  • Declaration of a dividend;

  • Change of financial year end;

  • Approval of accounts;

  • Amendment to Memorandum or Articles of Association; and approval of commercial agreements and transactions.

  • Advising on dissolution or winding up of the company.

  • Providing certified copies of corporate documentation.

  • Updating statutory records.

 

 

© 2016 by T.K.Tong & Co.