Registered capital refers to: According to the articles of association, the maximum number of shares that a company may issue (i.e. the number of shares issued may be less than or equal to the number of registered shares). Usually, if the customers do not specify their requirements, for Hong Kong company, it will be designated with the registered capital of HKD10, 000 divided into 10,000 shares of HKD1.00 each. With effect from 1 June 2012, the Hong Kong Government abolished the 0.1% of the share capital of the tax registration in order to encourage investors to establish Hong Kong companies, so as for fund raising activities and business expansion; to enhance Hong Kong's attractiveness as a corporate domicile and enhance Hong Kong’s trade center's competitiveness. These amendments, in addition applicable for the new company registration, also apply to those existing companies, i.e. in future, to increase its registered capital.
Share subscription / Issued share capital ( Paid-up share capital )
Subject to shareholders' approval , Hong Kong companies can issue shares at par or at a premium, and for those unsubscribed shares, to an existing or a new shareholder to raise funds. Shareholders need to subscribe shares in full at the time as decided by the company’s directors ( it is allowed that only a portion is requested at first instant ) , there is no need to be subject to verification, but only in the annual report, or the annual return and filing of which with the Hong Kong Companies Registry to reflect facts. (Due to the fact that Hong Kong company is in use of self-reporting system, while the domestic verification systems are different, such as the declaration with facts, Hong Kong companies are criminally liable for those which willfully make false statements). Therefore, for the shares to be subscribed and or paid-up, it can be divided into 2 parts ( i.e. paid-up capital ) and uncalled capital section.
According to Table A of the Companies Ordinance (Chapter 32) , a company director may from time to time to call members for any unpaid shares and / or allotment. It must state clearly the designated time of payments ( whether in respect of nominal value or premium ) , but : -
1. For any call of each time, it should not exceed one quarter of the nominal value of the
2. For the duration to be paid by since last call, it should not be less than one month;
3. Each member shall receive notice for at least 14 days in advance, specifying one or
more time and place.
Subscribe for shares in Cash or Non-cash
Shareholders / Investors can through cash or non-cash (equivalent to tangible or intangible assets) investment form inject capital into the company's paid-up capital. If the shares are issued on non-cash base, the company shall be allocated by a form of ownership of shares allocated according to the certified copy of the written agreement that submitted to the Hong Kong Companies Registry. If the contract is not produced in writing, the company shall submit a Form SC5 with details of the contract for filing with the Registrar of Companies in Hong Kong. The deadline is within one month upon the allotment of shares.