Terms and conditions
Startupr is an incorporation service website designed to allow you to form your own corporation. Startupr is operated by STARTUPR HONG KONG LIMITED.
Startupr uses the information provided on our order forms to complete required governtment incorporation forms. Startupr serves as incorporator and organizer when submitting paperwork to the Companies Registry or corporation filing office. Startupr is not a law firm, and neither Startupr 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.
Startup’s liability is limited only to amounts paid to STARTUPR HONG KONG LIMITED, STARTUPR CS LIMITED and STARTUPR BOOKS LIMITED (all companies referred as “Startupr”). If you are not satisfied with some aspect of our service, please first contact our office at [email protected]. Terms and Conditions apply to the group of companies: STARTUPR HONG KONG LIMITED, STARTUPR CS LIMITED and STARTUPR BOOKS LIMITED.
Startupr will not be liable for any penalties, fines or other liabilities incurred by the Client or the Company and the Client accepts full responsibility to pay these and indemnify Startupr 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 Startupr. Startupr 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 Startupr shall not be liable in respect of any misunderstanding or error regarding the same.
Startupr 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 Startupr, 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.
Additional charges for interactions with government entities (including policy & law enforcement) and complying with subpoenas/legal requirements to produce documents or give testimony. Click here for more information.
We may, from time to time, hold money on your behalf which is regarded as prepayment of our services. We will issue debit note and record properly yours payment to Startupr. We will not receive any payment exceeding amount of $ 5,000 USD.
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. Startupr 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.
Using name which could give the impression that a Hong Kong company is connected to the Government or any government department is strictly prohibited.
Words and expressions requiring the Companies Registry’s prior approval:
Chamber of Commerce
Final company name approval is known until the goverment makes the approval without objections. The company name is not something Startupr controls therefore we can not guarantee the company name until it’s approved.
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 [email protected]
Incorporation service cancellation: If an order is canceled after payment has been taken by Startupr, but before the Certificate of Incorporation has been issued, Startupr will refund 40% of the amount paid to Startupr Hong Kong Limited. If an order is canceled after payment has been taken by Startupr and the Certificate of Incorporation has been issued, Startupr will refund 0% of the amount paid to Startupr Hong Kong Limited. Money paid to Startupr that has already been paid to the Companies Registry for filing fees or to suppliers is not refundable.
For annual Service fees, no refund will be made if the Client terminates the Services or changes service providers prior to the anniversary date of the Services.
Should any employee of Startupr receive any form of physical or verbal abuse then the companies services would cease immediately and the client will be responsible for paying all fees due to the company, including costs, expenses and disbursements incurred at the time of termination.
Offshore bank account opening, KYC – Know Your Client, : If order is cancelled after the payment is made, Startupr will refund 40% of the fund paid to Startupr. If the order is cancelled after the introduction has been made to the offshore bank, Startupr will refund 0% of the amount paid to Startupr Hong Kong Limited.
Termination of services
Startupr shall be entitled by written notice to cease to provide the Services, if:
The Clients or the Clients’ Appointees in the reasonable opinion of Startupr fail to observe to the fullest extent these Terms and Conditions;
In the event of the death of the Client, including in the case of joint persons, the death of any one person, and the Client fail or have failed to make adequate provision for the disposition of the affairs and the clientship of the Company;
In the event that any legal proceedings are commenced against the Company, the Client or the Client’s Appointees (including any injunction or investigative proceedings).
In any of the circumstances described above, Startupr 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 Startupr.
Startupr may at its discretion cease to provide the Services if the Client fail 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”. Unless you have specifically engaged us to forward your company mail (other than government communications as noted), and proper paperwork is filed, a Startupr address may not be used as your business address. The fee of business registered address has combined to the fee of company secretary, so the fee of business registered address is $0 US (Free of Charge). And, it is only available if you use our company secretary service at the same time. Otherwise, mail forwarding service starts at $475 USD per year including $ 95 USD credits for scanning and delivery services.
To clarify: All mail sent to your company but addressed with our Registered Agent’s name, mails received notification will be sent to you. We provide one-time mail forwarding service by charging either $55 Hong Kong Registered Post or $95 Expedite delivery.
Mail addressed with your company’s name, but sent to our address, constitutes unauthorized use. For each piece of unauthorized mail, you have to use our mail forwarding service starts at $475 USD.
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.
The responsibilities and liabilities of directors derive from various sources, including the constitution of the company, case law and statute law. If a person does not comply with his/her duties as a director he/she may be liable to civil or criminal proceedings.
The general principles of directors’ duties:
– to act in good faith for the benefit of the company as a wholeDuty to act in good faith for the benefit of the company as a whole,
– not to delegate powers except with proper authorisation and duty to exercise independent judgement,
– to exercise care, skill and diligence,
– to avoid con icts between personal interests and interests of the company,
– not to enter into transactions in which the directors have an interest except in compliance with the requirements of the law,
– not to gain advantage from use of position as a director,
– not to make unauthorised use of company’s property or information,
– not to accept personal bene t from third parties conferred because of position as a director,
– to observe the company’s constitution and resolutions,
Nominee Director/Shareholder Service
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 anytime after the agreement termination date without prior notification and the said Register of Director will be filed with the Registrar of Companies.
Annual General Meeting
EVERY HONG KONG LIMITED COMPANY IS REQUIRED TO HOLD GENERAL MEETING (See New Companies Ordinance (“CO”) s. 610, 612)
1. Directors or members may appoint auditor any time before first annual general meeting. CO s. 395(2). For subsequent financial years, auditor to be appointed by members at annual general meeting for preceding financial year. CO s. 396(1). If auditor appointed by members under CO s. 396, then deemed to be reappointed. CO s. 403.
2. Company must hold annual general meetings within 9 months after end of applicable financial year. CO s. 610(1). If annual general meeting is for first accounting period and such period is longer than 12 months, then company must hold annual general meeting within 9 months after first anniversary of incorporation or 3 months after end of financial year, whichever is later. CO s. 610(2).
3. Company’s first financial year starts on date of incorporation and ends on date specified by directors within 18 months of such date, or on last day of month of first anniversary of company’s incorporation if directors do not so specify. CO s. 368(2), 369(5) to (7). Each subsequent financial year is 12 months after the end of the prior financial year. CO s. 368(3).
ii. COMPANY IS NOT REQUIRED TO HOLD GENERAL MEETING (See CO s. 610, 612)
1. Directors may appoint auditor for first financial year before appointment period for next financial year (the appointment period is the 28 day period starting on the date reporting documents are sent or must be sent to company’s members under CO s. 430(3) or 612(1)(b)). CO s. 395(3)). For subsequent financial years, auditor to be appointed by resolution at general meeting before appointment period for next financial year (the appointment period is the 28 day period starting on the date reporting documents are sent or must be sent to company’s members under CO s. 430(3) or 612(1)(b)). CO s. 395(3)). CO s. 396(3).
2. See III.b.i.3 above re CO provisions on start of each financial year of company.
iii. Above timing applies for most private limited companies. Different provisions apply for public limited companies, listed companies and certain holding companies and subsidiaries. CO also contains additional provisions regarding company’s ability to change the end of its financial year and the replacement of any auditor during his/her/its appointment.
Anti-Money Laundering and Counter-Terrorist
Company’s director(s) should be familiar with Anti-Money Laundering and Counter-Terrorist Financing Guidelines’ policy, published by the Institute in May 2008, available at http://www.hkics.org.hk/index.php?_room=10.
Compliance with Laws and Financial Crime Compliance
Startupr is committed to comply with Laws including applicable financial crime compliance laws and regulations such as those related to anti-money laundering, anti-bribery and corruption. 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 determinate the Due Diligence of the clients (individuals and corporations) under all applicable Hong Kong Laws. If clients do not provide all 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 Startupr will cease all services to our clients and will notify the Company Registry and Inland Revenue department that Startupr has resigned from the Company secretary position and cease the registers address. The cessation of the address is conducted with the Company Registry and Inland Revenue Department.
Compliance – Company’s Responsibility
Company Registry & Inland Revenue Department Prosecution Policy
The Registrar of Companies and Inland Revenue department are responsible for enforcing provisions of the Companies Ordinance and Inland Revenue Ordinance and are delegated with the authority to prosecute cases of non-compliance.Companies should observe their responsibilities to comply with the various provisions of the Companies Ordinance and Inland Revenue Ordinance including their filing obligations. The Registrar Companies and/or Inland Revenue Department may issue summonses in the Magistrates’ Courts against defaulting companies which have failed to deliver or are late in delivering their statutory returns within the prescribed time periods. The Registrar of Companies and/or Inland Revenue Department will also consider taking prosecution action for other offences under the Companies Ordinance.
Company Registry & Inland Revenue Department Policy Punishment and Penalty
Upon conviction of minor regulatory offences under the Companies Ordinance and/or Inland Revenue Ordinance, the court will impose a fine on the company. The fine generally composes of a fine for the breach of the relevant section of the Companies Ordinance and/or Inland Revenue Ordinance and a daily default fine for the number of days late in delivery, if applicable. The amount of fine is determined by the Magistrate presiding at the hearing.
Startupr, its agents, representatives, and employees specifically disclaim any warranty beyond the limited warranty stated above, whether express or implied, including the implied warranties of merchantability and fitness for purpose. Under no circumstance will Startupr, 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 Startupr Hong Kong Limited, you represent and warrant that:
- 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.
- 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.
- 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.
- Startupr as a company secretary is not acting on behalf of your company
- Startupr is not responsible for managing the formed company and its business
Startupr 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.
Startupr 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 Startupr acting as a CPA firm or providing auditing service in any way and your solicitor-client relationship is with the CPA and not Startupr. CPA is independent of Startupr and is not an employee of Startupr.
Startupr is not a CPA firm. Startupr is an agent for connecting Hong Kong companies with CPA. Startupr is not a CPA firm, is not engaging in an auditing practice and Startupr does not act as a CPA firm. Startupr does not provide auditing advice.
Nothing on Startupr 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 client, Startupr will refer client and coordinate with independent CPA for provision of audit services – Startupr not responsible for actions or omissions of such CPA.
Terms include authorization of Startupr HK to engage CPA to perform audit and tax preparation services on behalf of Client as Client’s agent and authorization of Startupr HK to interact with and provide 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 Startupr as soon as practicable once you have knowledge or ought reasonably to have knowledge that you may have breached any of the taxation, anti-bribery and anti-money laundering law applicable to you or your activities.
Startupr may, at its sole and absolute discretion, suspend 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.
Startupr Hong Kong Limited itself is neither responsible nor liable for any client’s company activities.
All information provided by client is true and correct in all material respects and Startupr will rely on this information without independently investigating it.
We can advice you CPA fees upon request (an independent CPA will be appointed).
Bookkeeping Services & Limitation of Liability
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 an 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.
In the event of late payments the company reserve the right to charge a fixed late payment fee of $ 45.00 USD plus interest on all outstanding amounts at base rate plus 8% per calendar month, or part thereof from the last date that payment was due to the date payment is made.
The company offers the client no right of set off.
Profit Tax Return (PTR)
Banking Services Disclaimer
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. Startupr cannot guarantee that the bank account will be opened. It is not possible to open a corporate bank account in Hong Kong remotely. We offer online bank opening for out of Hong Kong banks. You can download a free “Bank Account Opening guide” here.
Banking Opening Disclaimer
If you hire Startupr services to assist you with the bank compliance, please be aware that we spend time on consulting and preparation for your particular case. As we are not responsible nor liable for any of the bank’s decisions, all fees paid shall not be refundable under any circumstances once the introduction is made. Startupr reserves the right of the final decision in case of any dispute. Please note again that all bank account opening and decisions are made solely by the banks, and Startupr does not take responsibility for the bank’s decisions.
Limited Liability and Warranty
Please read this section carefully since it limits the liability of Startupr 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 advice in any specific situation. You should take professional advice in specific situations. While Startupr makes every effort to ensure quality, Startupr makes no warranty that the sites, blogs or content will meet your requirements or that the results that may be obtained from 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 in this webpage serves as reference only. Startupr is not responsible for any loss or damage whatsoever arising out of or in connection with any information in this webpage. Startupr reserves the right to omit, suspend or edit all information in this webpage at any time in its absolute discretion without giving any reason or prior notice. Startupr 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 Startupr, 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 Startupr Hong Kong Limited or Startupr’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.
Please note that we may vary the above terms at our discretion without giving you any prior notice.