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Comparison of Sole Proprietor, Partnerships and Limited Company
  Sole proprietor Partnership Limited Company
Company
Name
- Company name doesn't request to be unique
- Company name doesn't request to be unique
- The English and Chinese company name(s) should be identical to the name(s) stated in The name clause of The memorandum of association of the company.
- A business cannot use a name which suggests that the business is incorporated with limited liability when it is not; or a name which suggests a connection with the HK Govt or any public body when no such connection exists or has expired. - A business cannot use a name which suggests that the business is incorporated with limited liability when it is not; or a name which suggests a connection with the HK Govt or any public body when no such connection exists or has expired. - section 5(1)(a) of the Companies Ordinance requires that the last word of an English company name must be "Limited" .
- A business may register A Chinese Name Only, an English Name Only or both A Chinese Name and an English name. - A business may register A Chinese Name Only, an English Name Only or both A Chinese Name and an English name. - A business may register A Chinese Name Only, an English Name Only or both A Chinese Name and an English name.
No. of shareholder 1 person only 2 to 20 people 1 to 50 people
Formation - Register your business with the Business Registration Office within one month after the commencement of the business. - Register your business with the Business Registration Office within one month after the commencement of the business. - A Limited Company is formed by registration under Companies Ordinance and must comply with a number of formalities, including the preparation of a written memorandum and articles of association and the payment of a registration fee.
- no restriction - A partnership is created by an agreement between the partners. The agreement need not be in writing, but normally many partnerships will have written articles.
Company Structure - no restriction - no restriction - Chapter 32- Company Ordinance, shareholder and director (must have at least one director who is a natural perso) can be a sound person or body incorporated. There is no restriction to nationality of person who sit in the position of director and shareholder.
- no restriction - no restriction - Chapter 32- Company Ordinance, each Hong Kong limited company must appoint a Company Secretary who ordinarily reside in Hong Kong or body corporate, have its registered office or a place of business in Hong Kong.
Legal entity - no independent legal entity - no independent legal entity - the company herself is a legal entity
- proprietor and company be treated as identical - Every partner is jointly and severally liable on the firm's debts and contracts. - All property belongs to and is vested in the company. A company can make contract and incur debts on its own behalf.
- the sole proprietor will be dissolved on the death of the proprietor. - The continuation of the firm will depends on the terms of the partnership agreement, if no agreement is made, the partnership will be dissolved on the death or bankruptcy of a partner. - Unless the company is wound up, it has perpetual succession.
- Sole proprietor can sue and be sued in its own name. - Even though the partnership can sue and be sued in its own name, every partner is jointly and severally liable on the firm's debts and contracts. - A company can sue and be sued in its own name.
- A proprietor cannot contract with the sole proprietor. - A partner cannot contract with the firm. - A company can contract with its members and can sue and be sued on such contracts.
Liability '- liability is unlimited '- liability is unlimited '- liability is limited by share
Taxation - no need to be audited - no need to be audited - need to be audited annually under company ordinance
- no need to make an annual return to CR every year. - no need to make an annual return to CR every year. - must make an annual return which would be filed with the Registrar of Companies once every year
- personal expenses can't be deduct (including proprietor's salary - personal expenses can't be deduct (including partners' salary - all company expenses can be treated as company expenses (directors' salary can be included as salary expenses)
- lower profit tax rate - lower profit tax rate - higher profit tax rate
- proprietor can apply personal assessment - partners can apply personal assessment - Company can't apply personal assessment
Termination - A sole proprietor can be dissolved by its proprietor. - A partnership can be dissolved by only one member. - A company cannot be wound up by only one member unless it can be proved by the court that it is just and equitable to do so.
 
Steps of setting up a Hong Kong Limited Company
Step 1 For Brand-new company : decide your company name(s).
For Shelf company : choose company name(s) in the HK Shelf Company List (call us to send to you).
Step 2 Fills in the Application Form (click here) and return to us [either email to enquiry@gsbc.com.hk or fax to (852) 3983 2100] together with copy of identity card or passport and proof of residential address of all shareholder(s), director(s) and company secretary.
Step 3 We will check whether the proposed company name is availability for registration.
Step 4 We will contact the client to confirm all required information has been provided.
Step 5 We will email the Fee note to client.
Step 6 We will prepare official documents within two hours after the client has made the payment.
Step 7 Client can come to our office to sign the official documents, or we can email the documents to the client for signing.
Step 8 If official documents is not signed at our office, client need to send the original signed official documents to our office for filing.
Step 9 We will submit the original signed documents.
Step 10 Certificate of Incorporation, Business Registration Certificate and Company green box set are ready (Brand-new company will be ready in 6 working days, Shelf company will be ready in 1 working day)
Step 11 We will notify the client when the company is incorporated.
Client can collect the company documents and greenbox in our office or we can courier the company documents and green box to client.
Step 12 Bank account opening.
  Note 1 - Company Secretarial Services Package (included government fee of HK$105):
(1)Green Business Centre acting as Company Secretary for registration purpose.
(2)We will prepare and filing of Annual Returns to Companies Registry.
(3)We will provide advisory service to your company's secretarial matters after your company is formed.
(4)We charge separately on all other works that we have to do in the capacity of your company secretary.
   
  Note 2 - Registered Office address package:
(1)Use our office address (Room A, 8/F Excelsior Building, 68-76 Sha Tsui Road, Tsuen Wan, N.T., Hong Kong) to be your company's Registered Office address.
(2)Use our address as correspondence address (for governemnt departments and for business purpose) for your company.
(3)Mail receiving with prompt email notification.
(4)Collect your company's mail at our office or we can forward your company's mail to you on request (extra postage cost will be charged separately).
 
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