Company Restructuring - Change of company shareholders

The Future Perfect Global Registration is an incorporation service website designed to allow you to form your own corporation. The Future Perfect Global Registration is operated by The Future Perfect Global Limited. Our TCSP license number is TC003638.

The Future Perfect Global Registration uses the information provided on our order forms to complete required government incorporation forms. The Future Perfect Global Registration serves as incorporator and organizer when submitting paperwork to the Companies Registry or corporation filing office . The Future Perfect Global Registration is not a law firm, and neither The Future Perfect Global Registration nor any of its employees or associates provide legal services or legal consultation. Further, no representations or warranties, expressed or implied, are given regarding the legal or other consequences resulting from the use of our services or forms.

The information contained in this site is provided for general information only and  should not serve as a substitute for legal advice from an attorney familiar with the facts and circumstances of your specific situation.

The Future Perfect Global will not be liable for any penalties, fines or other liabilities from the Companies Registry and Inland Revenue department incurred by the Client or the Company and the Client accepts full responsibility to pay these and indemnify The Future Perfect Global against any liability in respect of the same.

All requests or instructions concerning the affairs of the Company shall be given by the Client in writing to The Future Perfect Global. The Future Perfect Global may, at its sole discretion, agree to take action on any request or instruction given otherwise than in writing only on the express understanding that The Future Perfect Global shall not be liable in respect of any misunderstanding or error regarding the same.

The Future Perfect Global shall not be liable for any failure to comply wholly or in part with any instructions received from the Client and shall not be responsible for consequences arising from non- receipt of instructions for any reason.

The Client shall indemnify and hold harmless The Future Perfect Global, its affiliates and their directors, officers, employees and agents from and against all claims, actions, costs (including legal) and liabilities arising out of or relating to these Terms and Conditions and the Services provided to the Company.

The company will not be held liable for loss, damage or theft of any items sent to the client whilst they are going through the postal service.

We are not authorized by the Financial Services Authority to conduct Investment Business. If you require investment business services we will refer you to a firm authorized by the Financial Services Authority.

Processing time for orders

When there is a high volume of orders, processing time may take longer than stated on either government or our own website. The Future Perfect Global cannot guarantee processing time, which may be delayed for various reasons. E.g. if a company name is taken, a similar name already exists, or a name is highly unusual. Orders may also be misplaced or misfiled by government offices.

Courier

We cannot guarantee that any overnight courier such as DHL or FedEx will deliver on time. If a package sent by overnight courier is misplaced or delayed, we can assist in contacting that courier for a refund of shipping charges.

Clearance of funds

We cannot process any order until funds clear. Credit cards and PayPal take only moments. (Check clearing, including eChecks such as PayPal eChecks, electronic checks, faxed checks, mailed checks, or wire transfer payments take longer.

Term of services and termination rights

Cancellation of order

Please request all refunds by written email to info@hkregistry.hk

Incorporation services cancellation: If you wish to cancel your order after payment is received by The Future Perfect Global, but before the company has been incorporated and Certificate of Incorporation has been issued, The Future Perfect Global is glad to provide a full refund of the incorporation costs.

If an order is canceled after payment has been received by The Future Perfect Global, and after the company has been incorporated and Certificate of Incorporation is issued, please contact our staff at The Future Perfect Global for further instructions. Please note that after the incorporation of your company, The Future Perfect Global has already paid for the government and filing fees to the Hong Kong Companies Registry, and incurred costs with the incorporation of your company.

Orders of company documents, annual return, AGM – Annual General Meeting, Profit Tax Return filling, Mail Forwarding. Certified documents by CPA; Notary Public; Apostille; Companies Registry or company secretary. Services as ND2A, NAR1, ND2B, NSC1, NR1, any CR documents and resolution of directors. Any CR or IRD documents which should be filled by The Future Perfect Global such BRC, PTR (Profit Tax Return) or employee/employer return. Ordered stamps and metal steals. Transfer of shares. Company de-registration. Preparing instrument of transfer. After these forms have been issued, all of the relevant filings fees and costs have been paid to the Companies Registry.

Termination of services

The Future Perfect Global shall be entitled by written notice to cease to provide the Services, if:

The Clients or the Clients’ Appointees in the reasonable opinion of The Future Perfect Global fail to observe to the fullest extent these Terms and Conditions;

In the event that any legal proceedings are commenced against the Company.

In any of the circumstances described above, The Future Perfect Global reserves the right to take action pursuant to stand above and to treat these Terms and Conditions as terminated without further liability on the part of The Future Perfect Global.

The Future Perfect Global may at its discretion cease to provide the Services if the Client fails to observe to the fullest extent these Terms and Conditions without notice.

Correspondence from the Government agencies

Mail sent from government agencies to your company at the Registered Agent’s address is forwarded free as part of our Registered Agent service. Please note, however, that the Registered Agent’s address does not thereby become your company’s “business address”.

If you want to use The Future Perfect Global’s address for business purposes: invoicing, business cards, email signature, letterhead, website, disclose to any third party – including business commercial or any other government third party (except Companies Registry and Inland Revenue Department), receiving business mail, using on any contract or agreement, etc., you need to join our Business Address service, also known as Mail Forwarding service.

Unless you have specifically engaged us to forward your company mail (other than government communications, as noted), and proper paperwork is filed, a The Future Perfect Global address may not be used as your business address.

Also, the Registered Agent will not be able to provide lease agreements or business address proof for your company, as this business address is only for receiving and handling mail.

In the event of any dispute, the decision of The Future Perfect Global shall be final and conclusive.

File destruction

Whilst certain documents may belong to you and are received to The Future Perfect Global address and you will not prepay mail forwarding plan, we reserve the right to refuse any letter on your company behalf. Further, we intend to destroy any business correspondence and other papers that we store that are more than one month (30 days) old, other than documents which we think may be of continuing significance. If you require the retention of any document, you must join our business address (mail forwarding) service and notify us of that fact in writing.

We would highly suggest you to register your mail forwarding business service which keeps you updated on yours incoming mail. It’s in your own interest to make sure that all documents are properly received and you’re notified.

If you have not ordered the Business Address Mail Forwarding plan/service, we will notify you about your business mail and ask you to order the mail forwarding plan.

Mail Forwarding

Mail Receiving

Type of Mail

• Standard Mail – Letters or packages from any carrier or by any mode of delivery (“Mail”).
• COD Mail – We will not accept cash on delivery (COD) or postage due on your behalf.

Mail storage

All mail will be kept in our office for only 60 days. After 60 days upon receiving your mail, if you do not instruct us or confirm to ship or shred your mail, we reserve the right to shred it without your further consent.

Mail Forwarding Services

Mail Forwarding
You agree that all re-shipped mail is considered to be delivered by us, and any and all responsibilities undertaken by The Future Perfect Global to be terminated as soon as the mail is placed in the care of the mail-carrying service provide. Once the mail has been placed in the care of the mail-carrying service provider for reshipment to an address outside our facilities upon your request, The Future Perfect Global is no longer responsible for your mail, its arrival, or the speed of its delivery.
Year Services Fee
You agree to the yearly mail forwarding fee of $380USD plus $95 credit

Credit can be used on sending mail for future shipments. The charges are below.

Hong Kong registered post $25 USD, or Express delivery (courier) $95 USD

• to scan a 1-10 page piece of mail $1 USD
• to scan a 11-20 page piece of mail $2 USD
• to scan a 21-30 page piece of mail $3 USD

All unused credit can be carried forward for next renewal, however, it is non-refundable.
In cases of non-renewal or payment of the annual services by the client, any mail received on their behalf may be deemed to be unauthorized mail. The Future Perfect Global reserves the right to not receive, return mail to the sender or take further action without prior notice for any unauthorized mail received to our office address.
Mail Scanning
When using our scanning service, you authorize us to scan the outside of your mail, and also to open mailed received to your account and scan the content of the mail. You acknowledge we may decline to scan the outside or contents of mail, that in our sole discretion, we deem to be obscene, an incitement to hate or violence, or contrary to law.
International Shipment
If you request forwarding or reshipping of mail across national borders, you acknowledge that compliance with international laws and treaties require us to open and inspect all packages (as well as letters and those in which appear to contain something other than documents) that we receive before forwarding or reshipping such packages to another country, as well as grant us your consent to open any such packages directed to you and delivered to us.

Unauthorized mail

In the event, however unlikely, that mail content belonging to a user outside of your account appears in your account, you agree not to request any action with respect to such mail, and immediately notify our customer service department. You further agree not to view, read, copy, print, or otherwise distribute information on or within a piece of unauthorized mail. You agree that violation of these terms shall expose you to legal liability, both criminal and civil, and monetary damages, as well as the termination of your account.

We are not in a position to receive parcel or package which is heavier than 2 kgs OR dimension of more than 50 cm on any side (width / height / length).

We are also not in position to receive nor keep any dangerous goods that may be fragile, explosive, flammable, toxic, radioactive, corrosive or harmful in some other way to humans, animals or the environment, as well as all kind of illegal goods under the Hong Kong Law.

The Future Perfect Global reserves the right on receiving anything sent to our address.

Renewal and company duties

Because we email all notifications regarding annual dues and fees, change of status, etc., it is each client’s responsibility to maintain a correct and current email address in our files. We do not post any notifications by hardcopy mail.

Following services must be renewed every year within 30 days before the anniversary day of the company: company secretary/agent, registered address, mail forwarding & business address, AGM – annual general meeting, annual return – NAR1, BRC – business registration certificate, any nominee director/shareholder services, The company registered address, mail forwarding, bookkeeping, etc.

We send you the reminder on the renewal 1 month before the anniversary day, it’s your responsibility to contact ahead of time to renew all services to avoid government penalties for late filings. In case you don’t receive our invoice please contact us 1 month before the anniversary day of the company.

Appointed Director/Shareholder

Appointed Director/Shareholders service means that you (owner/shareholder/member/ultimate beneficial owner) elect us as your company officer/manager/director/shareholder. Our service is very limited. We do not open any bank accounts, respond to your clients, employees, institution, banks, any third party or sign contracts. We can also give power of attorney to your representative to act on behalf of the company. Complete agreement is located here and you agree to with the terms when using the nominee service. In case we receive any indication that any unethical or unlawful activity by your company we will immediately file change the director/shareholder with your information as in our records. You will be billed for the changes as the costs arise.

If the company is not properly renewed in time, the Nominee director will resign as director of the company and re-appoint the Beneficial Owner or previous director(s) as the company director, at any time after the agreement termination date without prior notification and the said Register of Director will be filed with the Registrar of Companies.

Compliance with Laws and Financial Compliance

As our ability to comply with all Hong Kong Laws is directly linked to the conduct of our clients, we required our clients to comply with all applicable Hong Kong Laws, and conduct their business in a manner which will not place the clients in breach of all applicable Hong Kong Laws.

We may request and obtain information from our clients and or third-parties or public sources, to determine the Due Diligence of the clients (individuals and corporations) under all applicable Hong Kong Laws. If clients do not provide all the requested documents, we will not process the company formation service. The formation of which is by registration under the Companies Ordinance and must, therefore, comply a number of formalities. If the company fails to comply with any of the mandatory formalities, penalties will occur and The Future Perfect Global will cease all services to our clients and will notify the Companies Registry and Inland Revenue department that The Future Perfect Global has resigned from the Company secretary position and cease the register's address. The cessation of the address is conducted with the Companies Registry and Inland Revenue Department.

Use of Cookies

The Future Perfect Global Hong Kong Limited’s website uses cookies to capture certain information about the site’s users. By using The Future Perfect Global’s website, you agree to the use of cookies. The Future Perfect Global Hong Kong Limited does not disclose this information to third parties.

Third-party cookies

Third-­party cookies In addition to our own cookies, we may also use various third­ parties cookies to report usage statistics of the service and deliver advertisements.

SSL Security capabilities and policy for transmission of payment card details (SSL policy)

PayDollar is a leading, secure and reliable international payment service provider to banks and online merchants since 2000. Customers’ payment details are securely transmitted to the acquiring bank, card, and payment companies for real-time transaction authorization using 256-bit Extended Validation Certificates (EV) SSL transaction encryption. PayDollar supports CVV/CVC check as well as 3-D secure authentication of Visa and MasterCard namely: Verified by VISA, MasterCard SecureCode for added security protection for both customers and merchant.

Disclaimer

The Future Perfect Global, its agents, representatives, and employees specifically disclaim any warranty beyond the limited the warranty stated above, whether express or implied, including the implied warranties of merchantability and fitness for purpose. Under no circumstance will The Future Perfect Global, its advisors, agents, representatives, and employees be liable or responsible for any damage or inconvenience caused or alleged to be caused by the use of our services.

Company Secretary disclaimer

By registering a company with The Future Perfect Global Hong Kong Limited, you represent and warrant that:

1. You have been and are currently in compliance with all laws on taxation, anti-bribery, and anti-money-laundering applicable to you and your activities.
2. You will remain compliant with all taxation, anti-bribery and anti-money-laundering laws applicable to you and your activities during the term of our provision of services to you.
3. You are not aware of any incidents or events that may give rise to or result in liability for any breach of any relevant taxation, anti-bribery, or anti-money-laundering laws.
4. The Future Perfect Global as a company secretary is not acting on behalf of your company
5. The Future Perfect Global is not responsible for managing the formed company and its business

Bookkeeping Disclaimer

The Future Perfect Global is not a CPA (Certified Public Accountant, registered HKICPA – Hong Kong Institute of Certified Public Accountants) firm. CPA services are provided by independent CPA firms.

The Future Perfect Global is merely acting as an agent in connecting your company and the CPA who has agreed with us that they will provide auditing services. In no way is The Future Perfect Global acting as a CPA firm or providing auditing service in any way and your solicitor-client relationship is with the CPA and not The Future Perfect Global. CPA is independent of The Future Perfect Global and is not an employee of The Future Perfect Global.

The Future Perfect Global is an agent for connecting Hong Kong companies with CPA.

The Future Perfect Global is not a CPA firm, is not engaging in auditing practice and The Future Perfect Global does not act as a CPA firm. The Future Perfect Global does not provide auditing advice.

Nothing on The Future Perfect Global is audit or CPA advice and you cannot rely on it. You should always consult an audit expert to get certainty of your accounting issues and obligations.

If required by the client, The Future Perfect Global will refer to the client and coordinate with independent CPA for provision of audit services – The Future Perfect Global not responsible for actions or omissions of such CPA.

Terms include authorization of The Future Perfect Global HK to engage CPA to perform audit and tax preparation services on behalf of Client as Client’s agent and authorization of The Future Perfect Global HK to interact with and provide the information required by CPA to CPA in connection with audit services and tax preparation services.

You hereby agree and warrant that you shall give written notice to The Future Perfect Global as soon as practicable once you have knowledge or ought reasonably to have knowledge that you may have breached any of the taxations, anti-bribery and anti-money laundering law applicable to you or your activities.

The Future Perfect Global may, at its sole and absolute discretion, suspend the provision of all services and terminate the engagement under this letter immediately without notice if it has reason to believe that you may have breached any taxation, anti-bribery and anti-money laundering laws applicable to you or your activities.

By accepting the Terms and Conditions you discharge and release us from any tax liability or claim that might arise in the jurisdiction(s) where you or your controlling shareholder shave fiscal residence in connection with your project in Hong Kong or the scope of this quotation.

The Future Perfect Global Hong Kong Limited itself is neither responsible nor liable for any client’s company activities.

All information provided by the client is true and correct in all material respects and The Future Perfect Global will rely on this information without independently investigating it.

We can advise you CPA fees upon request (an independent CPA will be appointed).

Bookkeeping Services & Limitation of Liability

Payment and fees should be made in full by the due date, 7 days from the date shown on the invoice. The client agrees to pay the company the agreed fee and any disbursements.

The agreed fee is based upon the services carried out and the information provided by the client at the time of tendering and subject to a quarterly review. If details have been provided by the client and it becomes apparent that the details are not reflective of the works then additional fees may apply.

The company offers the client no right of set off.

Appointment of CPA (Certified Public Accountant) – Company Secretary appoints Company CPA.

The Future Perfect Global prepares only the bookkeeping and supporting documents.

CPA is responsible for Audit report, Tax Computation, Resolution of Director, filled PTR

Directors or members are responsible for providing complete and accurate information, and The Future Perfect Global will not be liable for any errors which arise from your failure to provide us with the correct information.

Hong Kong Banking Introduction Services

Please be aware that Hong Kong banks’ due diligence processes are highly difficult due to stricter requirements. It is not mandatory for Hong Kong banks to provide bank account opening to Hong Kong entities. The final decision if the bank will open a bank account is entirely at the discretion of the bank. The Future Perfect Global cannot guarantee that the bank account will be opened. It is not possible to open a corporate bank account in Hong Kong remotely. We do not provide any paid services for the introduction to these banks.

Bank Account Opening Disclaimer

Be aware that banks reserve the right to decide whether to open a specific company account. The Future Perfect Global itself is neither responsible nor liable for any bank’s decision. Although customers may succeed in opening certain bank accounts within 15 working days, most of our clients normally enjoy company account opening within 15-20 working days once the banks receive full due diligence. In some cases, if a bank requires further information, or a local holiday occurs, there can be several days’ delay.

Limited Liability and Warranty

Please read this section carefully since it limits the liability of The Future Perfect Global and its parents, subsidiaries, officers, directors, employees, representatives, agents and partners. We give you no warranty or assurance about this Website, Blogs or Content. In particular: information may be incorrect or out of date, and may not constitute a definitive or complete statement of the law or the legal market in any area. None of the Content is intended to constitute advise in any specific situation. You should take professional advice in specific situations. While The Future Perfect Global makes every effort to ensure quality, The Future Perfect Global makes no warranty that the sites, blogs or content will meet your requirements or that the results that may be obtained from the use of the sites or blogs will be accurate or reliable. This Website, Blogs or Content don’t express or give any accountant or auditor opinion, advice or commercial offer.

The information on this webpage serves as reference only. The Future Perfect Global is not responsible for any loss or damage whatsoever arising out of or in connection with any information on this webpage. The Future Perfect Global reserves the right to omit, suspend or edit all information on this webpage at any time in its absolute discretion without giving any reason or prior notice. The Future Perfect Global further reserves the right to change the eligibility criteria and details of the arrangements set out above from time to time without notice.

Governing Law and Jurisdiction Hong Kong Arrival Card/Application for Entry

Unless otherwise agreed in writing between the Client and The Future Perfect Global, these Terms and Conditions shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region and the courts of Hong Kong Special Administrative Region shall have exclusive jurisdiction in relation to any claim or dispute concerning or arising from these Terms and Conditions.

Hong Kong Customs

Arrival Card/Application for Entry/Invitation Letter

You are not allowed to use The Future Perfect Global Hong Kong Limited or The Future Perfect Global’s address to complete the Hong Kong arrival card, invitation letter or application for Entry when entering Hong Kong or applying for entry for visit/transit in Hong Kong.

Anti-Money Laundering (AML) Declaration

If a client order any service from us, the client declares that will use the services provided for lawful purposes and the money and/or other assets now or to be introduced do not emanate from any activity which is unlawful in my country of origin or in the Hong Kong SAR, and specifically that none of the assets were derived from any of the activities characterized as criminal by any applicable legislation against money laundering or terrorist financing. Client acknowledges that if The Future Perfect Global, at any time discovers that the declarations made herein are untrue, The Future Perfect Global will disclose full details of its dealings with Client, including names, addresses, telephone and facsimile numbers and electronic mail address to the appropriate government authorities.

The client undertakes to provide The Future Perfect Global with all information that it requires concerning the company and its affairs immediately upon request.

Client confirms that if The Future Perfect Global is required by any lawful authority to confirm the source of funds and/or assets, Client will provide The Future Perfect Global with any necessary information and explanations to establish that the funds are from a lawful activity and that funds and/or assets are free from any encumbrance or restraint imposed by any court or any third party. The client is aware that unless specifically authorized by Client or required by the laws of the jurisdiction or by an order of a court of competent jurisdiction, Client name will not be disclosed to such lawful authority.

Countries which residents may not become customers nor clients of The Future Perfect Global: Afghanistan, Bahamas, Botswana, Cambodia, Central African Republic, Democratic Republic of the Congo, Eritrea, Ethiopia, Ghana, Guinea-Bissau, Iran, Iraq, Pakistan, Libya, Mali, North Korea (Democratic People's Republic of Korea), Saudi Arabia, Somalia, South Sudan, Sri Lanka, Sudan, Syria, Trinidad and Tobago, Tunisia, Vanuatu, Yemen

Please note that we may vary the above terms at our discretion without giving you any prior notice.

In the event of any dispute, the decision of The Future Perfect Global shall be final and conclusive.

Last updated: April 2019