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The unique advantages of Hong Kong provide a unique business environment for entrepreneurs and businessmen. More and more mainland investors are settling in Hong Kong, and registering a Hong Kong company can help companies build international structures, establish international brands, or enhance their corporate image and competitiveness. After the successful registration of a Hong Kong company, there will be more or less new changes involved. So how should we operate the change of shareholder and director information of a Hong Kong company?
Changes in Directors and Shareholders of Hong Kong Companies
Hong Kong company shareholders are the intended investors and equity holders
of the company, while directors are elected by shareholders. The company's
managers and chairman are the responsible persons of the board of directors.
Registering a Hong Kong company requires at least one shareholder and one
director. If there is a change in the shareholders and directors of a Hong
Kong company, the change procedures can be handled by a secretary company.
After registering a Hong Kong company, it is possible to change the directors and shareholders. There are several situations for changing the directors and shareholders of a company:
① Add a new director (Hong Kong companies can have multiple directors) who does not hold any shares in the company; Just serving as a director of the company, the original members of the company remain unchanged, and this operation does not involve changes in equity;
② Remove the old directors, replace them with new directors, and at the same time, change the old directors to shareholders;
③ The transfer of old directors (shareholders) and the transfer of all ownership shares to new directors (shareholders) involves a change in equity.
Process for Changing Shareholders and Directors
① Reviewing the Articles of Association of Hong Kong Companies
Regarding the procedural regulations for director conversion, under what circumstances can new directors be invited to join, or what kind of resolution must be obtained to decide whether a director can join or withdraw, it is necessary to refer to the articles of association of the Hong Kong company.
② Convene a shareholders' meeting
The purpose of convening a shareholders' meeting is to determine changes in shareholders and directors. As long as more than half or more of the directors approve the appointment or departure of designated Hong Kong company directors, a resolution can be passed to initiate the process of converting directors. If the board of directors of a Hong Kong company fails to pass a resolution, a shareholders' meeting of the Hong Kong company needs to be convened. Usually, as long as more than 50% or more of the Hong Kong company's shareholders approve, the resolution can be passed.
③ Provide change information
The materials required for the change of directors and shareholders in Hong Kong include: NC1 documents of the Hong Kong company or the annual audit documents of the previous year, scanned copies of the ID cards of the new directors (shareholders), and the percentage of shares held. After the secretary company completes the conversion documents, the original directors and new directors should sign them.
④ Submit relevant documents
Within fourteen days after the resolution to convert directors of a Hong Kong company is passed, the relevant documents must be submitted to the Hong Kong Companies Registry and the Inland Revenue Department, otherwise the Hong Kong company may face penalties. If the documents submitted to the Hong Kong Companies Registry are incorrect, the government will return all documents to the Hong Kong company and require it to resubmit the correct documents. The change procedures can be completed in approximately 5-8 working days.