What is a shelf company in Hong Kong

Shelf Company Hong Kong

A shelf company hong kong is incorporated under the Companies Ordinance (Cap. 622) but has never carried on business. It is sold "off the shelf" to a buyer who wants an existing date of incorporation. The shelf company is registered with the Companies Registry, holds a Certificate of Incorporation and a Business Registration Certificate, and has no trading history, no assets and no liabilities.

Buying a Hong Kong Shelf Company

When buying a shelf company, the purchaser acquires the shares of an existing company rather than incorporating a new one. The seller transfers the shares by executing an instrument of transfer and paying the applicable stamp duty. The buyer becomes the sole shareholder and member. The transaction does not require filing Form NNC1, because the company is already registered.

Hong Kong Ready-Made Company

A ready-made company is another name for a shelf company. A professional service provider sets it up in anticipation of sale. The provider appoints its own nominee directors and a company secretary at incorporation. Upon sale these roles are resigned in favour of the buyer's appointees. The change of director and secretary is reported to the Companies Registry on Form ND2A.

Aged Shelf Company Hong Kong

An aged shelf company has been on the register for a longer period, sometimes several years. Some buyers prefer an older incorporation date, believing it makes the company appear more established when applying for a corporate bank account or tendering for contracts. The age of the company is a factor in the price the service provider charges.

Shelf Company vs New Incorporation Hong Kong

The main difference is timing. A new company is filed on Form NNC1 and the Companies Registry takes several days to issue the Certificate of Incorporation. A shelf company is available immediately because it already exists. The acquisition involves transferring the shares, updating the register of members, and appointing new directors and a company secretary. The buyer receives a company with no business, no bank account and no liabilities, but with an established legal identity.