PwC HK: Corporate services

Managing entities locally with a global perspective

With changing regulations, managing entities locally and globally is becoming challenging. A consistent and transparent approach in managing entities can help corporations pro-actively manage the life-cycle of their legal entity structure more efficiently. Our experienced professionals are committed to providing you with pragmatic and unique insights to respond to your business needs in different areas and in different jurisdictions.

Directors’ training to maintain good corporate governance standards

Regulators worldwide have committed to enhance their corporate governance standards for listed companies, in order to maintain public investors’ confidence in the stock market. Our service in providing directors’ trainings can help the board of directors of listed companies to keep abreast of directors’ duties and responsibilities and the latest development on regulatory requirements and corporate governance practices.

New Limited Partnership Fund

The Limited Partnership Fund Ordinance (Cap. 637), which came into effect on 31 August 2020, introduces the limited partnership fund, a new entity type for private equity and venture capital funds in Hong Kong.

The new limited partnership regime will be a registration scheme administered by the Companies Registry. We help clients to:

Arrange for the registration of a limited partnership fund with the Companies Registry
Comply with the filing obligations in relation to the change in the particulars relating to a limited partnership fund after registration
Attend to ongoing maintenance of a limited partnership fund and any related entities under Companies Ordinance including but not limited to:
- Establishment of Hong Kong companies
- Registration of non-Hong Kong companies
- Provision of registered office, named company secretary, authorised representative under Part 16 of the Companies Ordinance and designated representative and maintenance of Significant Controller Register
- Annual compliance services
- Support the corporate changes and subsequent filing with the Companies Registry

Migrate the existing funds registered under Limited Partnership Ordinance (Cap.37) to the limited partnership fund regime
Dissolve a limited partnership fund and any related entities

Cayman Funds Registration Regime

The Cayman Islands Government has introduced new registration requirement on both private funds and previously exempted mutual funds under the Private Funds Law 2020 and the Mutual Funds (Amendment) Law which were both enacted on 2 February 2020.

Alongside CIMA registration, funds that come under the laws must file audited accounts and with an annual return. We help clients to:

Assist funds in determining how to comply with the registration requirements and on-going reporting obligations
Fill in the funds registration form and submit to CIMA
Arrange payment of annual registration fees
Prepare fund annual return

Entity formation

We assist clients in establishing business presence in Hong Kong and overseas

Advise on the use of appropriate legal structure in Hong Kong / other jurisdictions to suit the client’s business needs
Assist in the incorporation / registration of companies, branches, limited partnerships and representative offices in Hong Kong
Assist in the establishment of non-profit making or charitable organisations
Assist in the opening of bank accounts

Corporate compliance and entity maintenance

We assist clients in dealing with on-going compliance and entity maintenance matters locally and globally by collaborating with PwC’s global network

Act as a named company secretary / authorised representative / nominee shareholder
Provide registered office / correspondence address
Ensure proper maintenance of statutory registers and records
Attend to statutory filings in compliance with local requirements
Prepare paperwork in relation to annual general meetings
Advise on on-going and ad hoc compliance requirements
Provide coordinated local and cross-border corporate compliance services
Conduct health check on compliance status of local and overseas entities

Corporate governance and best practices

We share our experience of effective governance and our framework of subsidiary risk management with a global perspective

Advise on best practices of corporate governance standards and changes to relevant legislations
Advise on setting corporate governance policies and subsidiary governance framework (e.g. board composition and authority framework)
Provide directors’ training
Assist in the implementation of corporate actions to ensure compliance with company’s constitutional documents and the local rules and regulations
Advise and assist companies with reporting and compliance requirements of the Hong Kong Listing Rules
Facilitate holding of committee, directors' and shareholders' meetings and drafting of the relevant minutes and corporate documents

Expansion

We assist clients in expansion and mergers and acquisitions

Assist in establishing business presence in Hong Kong or other jurisdictions to support business expansion
Conduct due diligence review on corporate and statutory records of Hong Kong entities
Advise on and implement remedial actions for any irregularities identified in the corporate due diligence
Provide support in post-acquisition administration, including administering acquired entities and handling the relevant compliance obligations

Corporate restructuring and entity rationalisation

We support clients in managing changes as business grows

Assist in the implementation of group re-organisation including without limitation to share transfer, share allotment, alteration of share capital, court-free capital reduction, share buy-back and court-free amalgamation
Handle application to the Inland Revenue Department for stamp duty relief
Review group structure and advise on structure simplification strategy to enhance risk management and operational efficiency
Assist in application for dormant status and dissolution such as deregistration or members’ voluntary winding-up of Hong Kong companies
Provide comprehensive support in rationalising group entity structure, from planning and pre-implementation due diligence to implementation including project management

Realising your performance potential

Some organisations have alarmingly found themselves diverting more resources from their core business in order to stay compliant in increasingly complex environments and cope with growing operational needs. To help you stay focused on your core activities and achieve your business performance goals, we collaborate with our Accounting and Payroll professionals to lower your compliance risk, increase operational efficiency and reduce cost in hiring in-house specialised staff.