Hong Kong Companies Need Incumbency Certificates

Certificate of Incumbency Hong Kong

If you haven’t been involved in the world of offshore companies, then you may have never come across the term certificate of incumbency. The reality is it’s an essential document and, in this guide, I’ll explain what it is and how you go about getting a Certificate of Incumbency Hong Kong.
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If you haven’t been involved in the world of offshore companies, then you may have never come across the term certificate of incumbency. The reality is it’s an essential document and, in this guide, I’ll explain what it is and how you go about getting a Certificate of Incumbency Hong Kong.

Certificate of Incumbency Hong Kong
There is no standard form for a Hong Kong Certificate of Incumbency

The Certificate of Incumbency for a Hong Kong company is an essential report that lists all of the corporate details including the date of incorporation, directors, shareholders, and officers. The document is considered proof that your company is appropriately registered and shows the legal connection between the various parties and the structure and is often requested by banks.

What is the Certificate of Incumbency Hong Kong

The certificate of incumbency is a document that lists the key details about a Hong Kong company. The report typically provides a range of information about the current disposition of the company and its key corporate officers.

Additionally, as it is often used as proof, of the company’s existence domestically, it is normally certified by your corporate service provider or agent. However, if you are using your Hong Kong company overseas then you will often see a requirement for the certificate of incumbency to be notarized.

In short, the document is a verification and listing of your Hong Kong company’s present disposition and structure.

Hong Kong Companies Rely Heavily on Corporate Service Agents
Hong Kong Remains a Key Offshore Center

What is Listed in the Company Report

The report typically shows the following information:

  • Company Data including the Formation Date
  • The Total Share Capital
  • Registered Office Address and History
  • The Details of Directors and Officers
  • The Company Secretary and Service Address
  • The Company Name and Any History of Changes

It normally provides the current updated information about the company and is more a snapshot of the corporate details rather than a detailed history of all changes. However, more detailed reports can be requested from either the companies house registry or through your agent, that shows the full historical changes for the company. However, these are rarely requested and most people you deal with offshore simply want proof that the company exists and is in good standing.

Why You Should Have a Certificate of Incumbency Hong Kong

In many cases, you may actually never require one if you only bank and operate within Hong Kong. Normally, Hong Kongers will simply look up your company online and check your current details with the companies registry.

However, whenever you deal offshore with clients or seek to secure offshore banking facilities, you are going to be requested to provide a certified or notarized certificate of incumbency. The unfortunate reality is that companies fraud and money laundering have been rampant in Asia over the past decade and many banks are now very strict with their Anti Money Laundering (AML) requirements.

Subsequently, without a valid certificate of incumbency, showing all of your corporate details, you will be highly unlikely to secure any offshore banking or broking facilities. So, do yourself a favor and keep one on hand at all times because securing one can often take a little time and it’s just easier to send it off when you apply for any offshore bank/brokerage accounts.

corporate extracts may need to be notarized for offshore use
Your Certificate May Need to Be Notarized

How Can I Get a Certificate of Incumbency

Thankfully, securing an incumbency report is super simple for companies domiciled in Hong Kong. These reports are normally produced by your corporate agent or company secretary. All it would take is a request to your corporate service provider (CSP) and they will prepare the report and certify it for you as the company secretary. This typically takes anywhere from 3-5 days, and you must pay them for the report preparation and their time.

In most cases, the certificate of incumbency can solely be certified by your corporate agent but in some cases, it may also need to be notarized. If you require it notarized, you will first need the CSP to prepare it and then request them to have it notarized through a notary. This generally isn’t all that cheap and you can expect to pay for the privilege of getting the special stamp affixed to it.

An Apostille may also be required in some cases and this is where the government effectively legalizes your document for use offshore. Note that this is outside the scope of this article but if you require one then your CSP should be able to assist you in also having it apostilled.

Hong Kong Company Particulars Report

Depending on your offshore bank or client’s requirements, you may also be able to provide a Hong Kong Company Particulars Report. This report is issued by the Hong Kong companies register and provides all the same details as the certificate of incumbency. The difference is that it is significantly cheaper to obtain and only costs around US$5.00 which is a huge saving.

However, it would be worthwhile checking with the bank you plan on opening accounts with as to whether they are prepared to accept this sort of document in lieu of an incumbency report.

What Does it Cost

It Can Cost More Than Other Jurisdictions to Get a Certificate of Incumbency Hong Kong

The cost is variable, and I have seen company agents charge as little as US$50 for a certificate of incumbency. However, I just polled a few of our recommended service providers and the average seems to be around US$120 to have them prepare the document and certify it for you.

Regarding Notary fees, Hong Kong has a standard or minimum scale, and if you require a formal notarial certificate you can expect to pay around US$400. However, for a simple notarial action on a document as this expect to add on around US$200 to the overall cost.

offshore companies need certificate of incorporation in hong kong
Prices Vary According to Whether You Use an Agent or an Attorney

Further Resources and Agents

I’ve listed a few key resources for corporate agents here that may be able to assist you in preparing a formal certificate of incumbency for you. I won’t recommend any of them specifically but, instead, suggest that you should shop around and check the costs and fees. Do note that any Lawyer or CPA can actually prepare it for you as there is no specific requirement in Hong Kong other than it being a third party.

Corporate Service Providers (CSPs)

Bridges Executive Center – http://www.bridges.hk

Get Started HK – http://www.getstarted.hk

OCBF Consulting – http://www.ocbfconsulting.com

Hong Kong Companies Register

Official HK Company Register – https://www.cr.gov.hk

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