Frequently Asked Questions

Q1. What's the Legal Requirement for registering a new business in Hong Kong?

Persons who conduct business in Hong Kong or are self-employed must register with the Business Registration Office of the Inland Revenue Department (“IRD”). Registration must generally be made within one month of the commencement of business. This requirement applies to all businesses, including corporations, partnerships, sole proprietorships and branch businesses.

Companies incorporated in or branches registered in Hong Kong are required to comply with various legal requirements under Hong Kong laws and regulations including the Companies Ordinance, Business Registration Ordinance and Stamp Duty Ordinance.

 
Q2. What is the legal requirement for keeping updated statutory records?

According to the Company Ordinance,
- The following statutory registers of the company must be properly kept and maintained:

  • Register of Members;
  • Register of Transfers;
  • Register of Directors and Secretaries; and
  • Register of Debenture Holders, etc
 
Q3. Why do I need to keep sufficient records? And, what records should be kept?

According to the Section 51C of the Inland Revenue Ordinance (“IRO”), all persons carrying on business in Hong Kong are required to keep sufficient records, in English or Chinese, of their income and expenditure to enable their assessable profits to be readily ascertained. The IRO requires employers to record certain specified details of every business transaction. Moreover, business records must be retained for at least seven years after the date of the transaction to which they related. Failure to keep the prescribed records might result in a fine up to $100,000.

Types of Records You Must Keep:

1. Sales
You MUST keep records that record and explain ALL sales transactions. Methods of recording sales can include:

  • Cash register tapes
  • Receipt books
  • Invoices issued
  • Note books and diaries
  • Day to day record of all sums received
  • Credit notes for returned goods

2. Purchases / Expenses
You MUST keep records that record and explain ALL purchases and expenses transactions. Methods of recording purchases and expenses can include:

  • Receipts obtained for payments made:
  • Cash register tapes/ account statements/diary
  • Cheque butts
  • Invoices received
  • Petty cash vouchers for small purchases
  • Day to day record of all sums expended

3. Bank Accounts
Maintaining separate business and personal bank accounts is recommended. Records relating to business bank accounts should include:

  • Deposit receipts
  • Cheque butts dealing: date of payment, amount of the cheque, name of the payee, details of goods or services purchased, whether the expense is business or private
  • Bank statements

4. Assets
You MUST keep records that record and explain ALL expenditure relating to assets. These records should include:

  • Copies of contracts of purchase and sale
  • Market valuations, if required
  • Statements, invoices and receipts for associated expenses (legal fees, commissions, stamp duty)
  • Details of costs of improvements

5. Cash Received and Expended
You MUST keep a daily record of ALL money received and expended by your business. Any cash received or expended that is not recorded in the records relating to sales, purchases and expenses, or assets, must be separately recorded.

6. End of the Accounting Period
At the end of each accounting year, you MUST prepare:

  • A statement, including quantities and values, of trading stock held (if you are dealing in goods)
  • A list of debtors and credit
 
Q4. Why need your financial statements audited regularly?
According to Section 129C of the Companies Ordinance, it states that “The profit and loss account and, so far as not incorporated in the balance sheet or profit and loss account, any group accounts laid before the company in general meeting, shall be annexed to the balance sheet, and the auditor’s report shall be attached thereto”. This implies that the accounts of a limited company must be audited by a Certified Public Accountant (“CPA”).
 
Q5. What are the tax compliance or tax penalties in Hong Kong?

Tax returns are issued to taxpayers by the Inland Revenue Department generally on 1 April, the day after the tax year ending on 31 March. Generally, a tax return should be completed and returned within one month of issue. Hong Kong does not operate a self-assessment system.

A Profits Tax return for a corporation will not be complete unless submitted with accompanying audited financial statements. Generally, a taxpayer within the charge to Hong Kong tax should ask for a return to be issued within four months after the tax year to avoid the imposition of penalties.

 
Q6. Why the business system analysis and design are important for your business?
With the development of economy, the scales of enterprises become bigger and business strategies tend to be diverse. In order to control operation effectively, an good internal control system is an important element for your asset safeguard and risk management control. Before developing internal control system, you need a comprehensive business system analysis and design.
 
Q7. Why do you need financial analysis by professionals?
  • Financial analysis is important to your business development;
  • Having accurate information for you and your business partners to manage your business at your fingertips;
  • Having regular review and financial analyses on your business by professionals will facilitate a healthy and sustainable growth;
  • Ensure the current financial system you are using is a suitable one.
 
Q8. Why need corporate financing?
With growing competition and increasing economic sophistication, mergers, acquisitions, diversities, and restructuring are the required strategies for business development. Enterprise may need to raise capitals for further development, and/or restructuring.
 
Q9. Why choose to Merger and Acquisition?
  • Merger and acquisition (M & A) is one way to expand or restructure organization.
  • With M & A, business owners can advance their goal of integrating the design, development, testing, and deployment phase of products development lifecycle to create a single, seamless solution.
  • With expanding business structure, business owners capture the opportunities of China’s accession to the WTO with their M&A partners…
 
Q10. What are the legal requirements for listing?

1. Main Board

  • Profits of HK$50,000,000 (HK$20,000,000 in the most recent year and an aggregate of HK$30,000,000 in the two preceding years) in the last 3 years.
  • Must have 3 years of trading record.
  • Market capitalization of HK$100,000,000 at the time of listing

2. Growth Enterprise Market

  • No profit requirement
  • Must demonstrate at least 24 months of active business pursuits immediately preceding the date of submission of the listing application
  • No specific requirement but effectively cannot be less than HK$46,000,000 at the time of listing
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