Due Diligence

A New Inspection Regime of the Companies Register under the Companies Ordinance (“New Inspection Regime”) to be implemented in three (3) phases whereby personal information including the full identification numbers and usual residential addresses of directors, company secretaries and other relevant persons (“Protected Information”) will NOT be made available for public inspection was mandated under Companies Registry External Circular No. 1/2021 dated 16 Aug 2021.       For the purpose of implementing Phase 2 (to be implemented on 24 Oct 2022) of the Regime relating to the withholding of Protected Information from the Companies Register maintained by the Companies Registry,  26 specified forms which pertain to the reporting of Protected Information have been revised and published in the Gazette 24 Jun 2022.   I.   本地公司 Local Company  表格編號Form No.   /   表格名稱 Name of Form                                     1. NAMA4   /   委任合併後的公司的董事通知書Notice of Appointment of Directors of Amalgamated Company 2. NAR1   /   周年申報表 Annual Return 3. ND2A   /   更改公司秘書及董事通知書(委任／停任)  Notice of Change of Company Secretary and Director (Appointment／Cessation) 4. ND2B   /   更改公司秘書及董事詳情通知書 Notice of Change in Particulars of Company Secretary and Director 5. ND4   /   公司秘書及董事辭職通知書 Notice of Resignation of Company Secretary and Director 6. ND5   /   更改備任董事通知書(提名／停任)   Notice of Change of Reserve Director (Nomination／Cessation) 7. ND7   /   更改備任董事詳情通知書 Notice of Change in Particulars of Reserve Director 8. ND8   /   備任董事辭職通知書 Notice of Resignation of Reserve Director 9. NDR1   /   私人公司或擔保有限公司撤銷註冊申請書 Application for Deregistration of Private Company or Company Limited by Guarantee 10. NM3   /   承按人行使財產管有權通知書 Notice of Mortgagee Entering into Possession of Property 11. NM5   /   委任接管人或經理人通知書 Notice of Appointment of Receiver or Manager 12. NM7   /   更改接管人、經理人或管有財產的承按人的詳情通知書 Notice of Change in Particulars of Receiver, Manager or Mortgagee in Possession of Property 13. NNC1   /   法團成立表格(股份有限公司)  Incorporation Form (Company Limited by Shares) 14. NNC1G   /   法團成立表格(股份有限公司以外的公司)  Incorporation Form (Company Not Limited by Shares) 15. NNC5   /   合資格公司的註冊申請書 Application for Registration of Eligible Company 16. NW3   /   委任清盤人或臨時清盤人通知書 Notice of Appointment of Liquidator or Provisional Liquidator 17. NW4   /   更改清盤人或臨時清盤人詳情通知書 Notice of Change in Particulars of Liquidator or Provisional Liquidator 18. NW5   /   清盤人或臨時清盤人停任通知書Notice of Cessation to Act as Liquidator or Provisional Liquidator   II.   註冊非香港公司 Registered Non-Hong Kong Company 表格編號Form No.   /   表格名稱 Name of Form    19. NN1   /   註冊非香港公司的註冊申請書 Application for Registration as Registered Non-Hong Kong Company 20. NN2   /   註冊非香港公司終止授權獲授權代表的通知 Notification of Termination of Authorization of Authorized Representative of  Registered Non-Hong Kong Company 21. NN3   /   註冊非香港公司周年申報表 Annual Return of Registered Non-Hong Kong Company 22. NN6   /   註冊非香港公司更改公司秘書及董事申報表(委任╱停任)  Return of Change of Company Secretary and Director of Registered Non-Hong Kong  Company (Appointment╱Cessation) 23. NN7   /   註冊非香港公司更改公司秘書及董事詳情申報表 Return of Change in Particulars of Company Secretary and Director of Registered Non-Hong Kong Company 24. NN8   /   註冊非香港公司更改獲授權代表申報表(委任╱停任) Return of Change of Authorized Representative of Registered Non-Hong Kong Company (Appointment╱Cessation) 25. NN8C   /   註冊非香港公司更改獲授權代表詳情申報表 Return of Change in Particulars of Authorized Representative of Registered NonHong Kong Company 26. NN11   /   註冊非香港公司開始清盤及清盤人／臨時清盤人的委任、停任或更改詳情通知書 Notice of Commencement of Liquidation and Appointment／Cessation and Change in Particulars of Liquidator／Provisional Liquidator of Registered Non-Hong Kong Company   Please do not hesitate to contact us for your corporate needs:    Whatsapp : (852) 6499 4686 Phone : (852) 2186 6936 Email : info@intershores.hk     Disclaimer: Whilst reasonable care has been taken in provision of information above, it does not constitute legal or other professional advice. INTERSHORES does not accept any responsibility, legal or otherwise, for any error omission and accepts no responsibility for any financial or other loss or damage that may result from its use.  In particular, readers are advised to take appropriate professional advice before committing themselves to any involvement in jurisdictions, vehicles or practice. Categories: HK Company Set Up HK Company Maintenance HK Dormant Company HK Deregistration HK Accounting & Audit HK Taxation & Exemption HK Trademark Bank Acocunts Notary, Apostille & Legalization Virtual Office China Company UK Company Singapore Company Labuan Company Offshore Company BVI Company Seychelles Company Cayman Islands Company Marshalls Islands Company Nevis Company Ras Al Khaimah Offshore Company Licensing Money Service Operator Trust & Foundation Due Diligence Updated Legislation Entrepreneurial Subjects INTERSHORES News              

  European Union ("EU") expressed its concern over Hong Kong's foreign source income exemption (FSIE) regime which provides a tax exemption to a broad range of passive income without specific conditions and a substance requirement  leading to double non-taxation of passive income booked in a Hong Kong shell company.   As a response to their concerns, the Hong  Kong Government has recently proposed a revised on FSIE regime.  Under the proposal, Hong Kong will continue to adhere to the territorial source of principle of taxation.    1.   However, Hong Kong constituent entities of a multinational enterprise (MNE) group, wherever headquartered and irrespective of group asset size and revenue, will be subject to a refined FSIE regime in respect of in scope offshore passive income received in Hong Kong. It means that the in scope offshore passive income will continue to be exempt from profits tax in Hong Kong if the entity satisfies the economic substance or nexus approach requirements.  Pure equity holding companies will be subject to a reduced economic substance requirement.  2.   Participation exemption will be introduced for offshore dividends and disposal gains of equity interests such that the relevant income will continue to be tax-exempt in Hong Kong if the conditions for the participation exemption are satisfied, regardless of whether the economic substance requirement is met. 3.   Unilateral tax credit is introduced to avoid potential double taxation of offshore passive income.   The changes are expected to take effect from 1 January 2023 and apply to multinational enterprise groups only.   Refined FSIE Regime Covered Taxpayers The in-scope taxpayers only apply to a Hong Kong constituent entity (CE) of a multinational enterprise (MNE) group, irrespective of the group's revenue or asset size. The definitions of CE and MNE are the same as those under the Global Anti-Base Erosion (GloBE) Rules promulgated by the Organization for Economic Cooperation and Development (OECD).  An MNE Group refers to any Group that includes at least one Entity or Permanent Establishment (PE) that is not located in the jurisdiction of the Ultimate Parent Entity (UPE) whilst a CE is an entity that is related through ownership or control such that whose financial results are consolidated on a line-by-line basis in the group’s consolidated financial statements.  As such an associated company that an UPE does not control would not normally regarded as a constituent entity of an MNE group.     In other words, the following will not fall within the refined FSIE regime. individual taxpayers standalone local companies with no operations outside Hong Kong in the form of a PE purely domestic groups without any overseas constituent entities or PEs   Covered Income In-scope passive income includes:- Interest income- Dividends- Gains from the disposal of shares or equity interest (equity disposal gains)- Income from intellectual properties (IP income)   An active income (e.g. service income, trading income, etc.) is not a covered income and will continue to be exempt from profits tax if it is regarded as offshore sourced based on Hong Kong's existing source rules.   Condition For Exemption Under The Refined FSIE Regime Covered income received in Hong Kong by a covered taxpayer will continue to be exempt from profits tax only if the taxpayer meets the relevant economic substance or nexus approach requirements.   Failing the relevant requirements would render the covered income deemed as having a Hong Kong source and will be subject to profits tax in Hong Kong.   The Economic Substance Requirement For Interests, Dividends, Equity Disposal Gains (Non IP Income) :-  For non-pure equity holding, income will be tax-exempt if substantial economic activities relevant to the income are conducted in Hong Kong. Test will ascertain whether the covered taxpayers employ an adequate number of qualified employees and incur an adequate amount of operating expenditures in Hong Kong for carrying out the relevant activities. Totality of facts of each case instead of a minimum threshold will be the considered. -  For pure equity holding company, a reduced substantial activities test will be applied under which the relevant activities will only include (1) holding and managing its equity participation and (2) complying with the corporate law filing requirements in Hong Kong. -  Outsourcing of the relevant activities will be permitted provided that they are conducted in Hong Kong and being adequately monitored by the covered taxpayer.   The Nexus Approach Requirement For IP Income (Qualifying IP Assets)-  Only income derived from a patent or an IP asset similar to a patent (qualifying IP income) can be entitled to a tax exemption under the nexus approach. -  The portion of the qualifying IP income that is exempt from tax will be computed based on the nexus ratio i.e. the qualifying expenditure as a proportion of the overall expenditure that have been incurred by the covered taxpayer to develop the IP asset.   Below formula applies to determine the amount of income qualifying for profits tax exemption under the refined FSIE regime:   Qualifying expenditures incurred To develop the qualifying IP asset ------------------------------------   X   IP income from the qualifying IP asset   Overall expenditures incurred  To develop the qualifying IP asset  -  Qualifying expenditure only include expenditure on R&D activities that are directly connected to the IP asset and (i) undertaken by the taxpayer in Hong Kong, (ii) outsourced to resident related parties and take place in Hong Kong; and (iii) outsourced to unrelated parties to take place in or outside Hong Kong. Acquisition costs of IP assets are not qualifying expenditure. -  Taxpayers are allowed to uplift their qualifying expenditures by 30%, subject to a cap equal to the taxpayer's overall expenditures.  -  Profits tax exemption will not be available for (i) income derived from other IP assets (e.g. trademarks and copyright) and (ii) income from qualifying IP assets in excess of the nexus ratio. The Participation Exemption For Dividends And Equity Disposal Gains :-Tax exemption  for offshore dividends and equity disposal gains will be introduced regardless of whether the above economic substance requirement is met if the following conditions are fulfilled:   i)     the investor company is a Hong Kong resident person or a non-Hong Kong resident person with a permanent establishment in Hong Kong;ii)    the investor company holds at least 5% of the shares or equity interests in the investee company;iii)   no more than 50% of the income derived by the investee company is passive income; andiv)  the passive income or the underlying profit of the investee company (for dividends) is subject to tax in a foreign jurisdiction with a headline tax rate of 15% or above.   Nonetheless, the proposed participation exemption is subject to the following anti-abuse rules:   -  The switch-over rule. If the headline tax rate of iv) above is below 15%, the tax relief available to the investor company will switch over from the proposed participation exemption to a foreign tax credit. -  The main purpose rule.  The main purpose of any arrangement or series of arrangements undertaken by the investor company is to obtain a tax advantage that defeats the object or purpose of the participation exemption. -  The anti-hybrid mismatch rule.  Where the income concerned is dividends, participation exemption will not apply to the extent the dividend payment is deductible by the investee company.   Introduction Of Unilateral Tax Credit in Hong Kong To provide double tax relief for in-scope offshore passive income that is subject to tax in both Hong Kong and a foreign jurisdiction that does not have a Double Taxation Agreement with Hong Kong, a unilateral tax credit will be provided. Unilateral tax credit is only applicable to in-scope passive income and will not be available for other income even though it may be subject to tax in both Hong Kong and overseas.   Timetable And Effective Date The HK Government plans to introduce a legislative bill on the proposed amendment to the Inland Revenue Ordinance in the last quarter of 2022 to have the refined FSIE regime effective from 1 January2023.    The Inland Revenue Department will issue administrative guidance on the FSIE regime, including the factors that will be considered in determining whether the substance requirement is met, the rules relating to participating exemption regime and application of the nexus approach.   If you want to set up your offshore entity in Hong Kong or would like to know more about this amendment, please contact us:   Whatsapp : (852) 6499 4686 Phone : (852) 2186 6936 Email : info@intershores.hk     Disclaimer: Whilst reasonable care has been taken in provision of information above, it does not constitute legal or other professional advice. INTERSHORES does not accept any responsibility, legal or otherwise, for any error omission and accepts no responsibility for any financial or other loss or damage that may result from its use.  In particular, readers are advised to take appropriate professional advice before committing themselves to any involvement in jurisdictions, vehicles or practice. Categories: HK Company Set Up HK Company Maintenance HK Dormant Company HK Deregistration HK Accounting & Audit HK Taxation & Exemption HK Trademark Bank Acocunts Notary, Apostille & Legalization Virtual Office China Company UK Company Singapore Company Labuan Company Offshore Company BVI Company Seychelles Company Cayman Islands Company Marshalls Islands Company Nevis Company Ras Al Khaimah Offshore Company Licensing Money Service Operator Trust & Foundation Due Diligence Updated Legislation Entrepreneurial Subjects INTERSHORES News              

Intershores is proud to announce a new partnership with CB International Bank LLC (CBiBank).  Established in June 2017, CBiBank is  an international financial entity headquartered in Puerto Rico, United States and is committed to provide digital banking solutions to more than 100+ nationalities and  companies at different jurisdictions.   CBiBank is an institutional member of SWIFT, UNIONPAY, Cross-border RMB Clearing (CIPS), ABA,etc.  The partnership will leverage Intershores’s global professional banking service which enables our customers to grow their businesses internationally.   Want to connect with us in relation to CBI Bank's service or ask us for CBI brochure:   Whatsapp : (852) 6499 4686 Phone : (852) 2186 6936 Email : info@intershores.hk     Disclaimer: Whilst reasonable care has been taken in provision of information above, it does not constitute legal or other professional advice. INTERSHORES does not accept any responsibility, legal or otherwise, for any error omission and accepts no responsibility for any financial or other loss or damage that may result from its use.  In particular, readers are advised to take appropriate professional advice before committing themselves to any involvement in jurisdictions, vehicles or practice. Categories: HK Company Set Up HK Company Maintenance HK Dormant Company HK Deregistration HK Accounting & Audit HK Taxation & Exemption HK Trademark Bank Acocunts Notary, Apostille & Legalization Virtual Office China Company UK Company Singapore Company Labuan Company Offshore Company BVI Company Seychelles Company Cayman Islands Company Marshalls Islands Company Nevis Company Ras Al Khaimah Offshore Company Licensing Money Service Operator Trust & Foundation Due Diligence Updated Legislation Entrepreneurial Subjects INTERSHORES News              

Corporations are expected to know their customers and business partners they do business with.  Any institutions within the scope of Anti-Money Laundering and Anti-Terrorist  Financing regulations needs to disclose the UBO's identity for any of their business transactions.   Importance of UBO 1.    To prevent financial maintent such as money laundering terrorist financing. 2.    To protect against any business/financial risks, conflict of interests and reputation damages from any business transactions. 3.    To prevent the risk of not knowing the true identity of the UBO of the company transacted with. 4.    To mitigate the risk of competition issues and protect commercial secret.   What We Offers? 1.    Known at a Glance Presentation i.     Present UBO information through the Shareholding Structure ii.    The immediate shareholders of the Subject will be traced, and the UBO of these immediate shareholders with equity interest over 25%.   2.    Boundaryless Coverage No limitations on the place of incorporation for the corporate beneficial owners, where shareholding information is available. Source of information not limited to government authority but also through internet search, stock exchanges, media databases, social media platform, etc.   3.    Comprehensive Description Each layer of shareholding structure consists of separate tables showing highlights of registration information of the shareholders.   We can assist you to identify the UBO.  If you want to know more or require assistance, please do not hesitate to contact us:   Whatsapp : (852) 6499 4686 Phone : (852) 2186 6936 Email : info@intershores.hk     Disclaimer: Whilst reasonable care has been taken in provision of information above, it does not constitute legal or other professional advice. INTERSHORES does not accept any responsibility, legal or otherwise, for any error omission and accepts no responsibility for any financial or other loss or damage that may result from its use.  In particular, readers are advised to take appropriate professional advice before committing themselves to any involvement in jurisdictions, vehicles or practice.   Categories: HK Company Set Up HK Company Maintenance HK Dormant Company HK Deregistration HK Accounting & Audit HK Taxation & Exemption HK Trademark Bank Acocunts Notary, Apostille & Legalization Virtual Office China Company UK Company Singapore Company Labuan Company Offshore Company BVI Company Seychelles Company Cayman Islands Company Marshalls Islands Company Nevis Company Ras Al Khaimah Offshore Company Licensing Money Service Operator Trust & Foundation Due Diligence Updated Legislation Entrepreneurial Subjects INTERSHORES News