Should I Use a Shelf Company When Registering A Hong Kong Company?

When you are considering opening a company in Hong Kong you may be learn you have the choice of buying a shelf company. Sometimes this is misunderstood as a “shell company” but that is not a case. Shelf companies are companies that a third party service provider, such as an accountant or serviced office, has pre-setup and NOT USED at all. They are holding the company and waiting for a client (such as you the reader today) comes along and chooses this company name from a list. A shell company, I won’t cover in this post. It is a more derogatory term used for a business that has the sole purpose of cheating people and not keeping any assets in it. Those who get cheated try to sue or make claims to the company but cannot get much (or anything at all) because the company was setup as a “shell” to con people.

Now let’s go through the various reasons and thought process to decide if buying a shelf company instead of registering a new company is right for your situation.

Speed is the main point of buying the shelf company. You review at a list company names, scope of business, and date of incorporation. You tell the agency one that you like, and then they will transfer their ownership over to you. This will be much faster, one to two business days, whereas setting up a company from scratch can take up to ten business days.

Why might you be in such a hurry? Maybe you have a limited amount of time to stay in Hong Kong and want to get this setup and apply for the bank account. Could be your visa’s length of stay isn’t too long or you were out partying the time you should have been taking care of business and and are scrambling. I won’t judge. If time isn’t on your side, a shelf company is your golden goose.

Getting a customer faster than expected is a good problem to have, you have a business deal! I know a lot of people who get caught up in this when we start a new venture, we want to wait to setup a new company until we have a reason to. Well, a good reason to setup that new company is you have someone who wants to sign a deal with you and send you cash!

Being a hustling entrepreneur, when a new deal goes too fast and the client wants to sign and pay – MAKE IT HAPPEN. If you’re want to do this deal through your new Hong Kong international business, then a shelf company is your solution. You call up an agency and they will be more than happy to help you get setup with a company name that you can use for the contract.

While you may be laughing at this reason to use a shelf company, I believe it is smart to wait to register a company until you have good validation. A customer’s willingness to pay is the best validation there is. Now you can go ahead with opening a company in confidence that it is at least somewhat viable.

You’ll sign the contract in a strange shelf company name like “Great Fortune Express Limited”. Explain to your client that this is your parent company of your business. Its common to have a parent company, and then we put various assets underneath the company, such as websites and consulting services, so you can deal with that later on. Company name change also isn’t a big deal later on if you insist (we’ll discuss that in a following section).

Getting a bank account application will also be fast tracked. Because the company has is already registered, you can schedule the bank account appointment right away. As opposed to opening a new company whereby you will need to wait for processing time to get all government documents ready. With a shelf company, the whole incorporation progress is complete in two business days. Then you can schedule to meet the banker to arrange bank account opening immediately after.

As getting the bank account approved seems to be the most important issue for new business owners. If you don’t have time to wait to get a brand new company setup and have limited time in your Hong Kong trip – a shelf company seems to be the way to go.

When filing a Hong Kong Limited business, there are different scopes of business for the various company types. That means the company’s registered business nature in Companies Registry is in which category, e.g. trading, consulting, etc. When you are deciding which shelf company to buy, you can pick the shelf company with the registered business nature that fits their needs.

Talking to an agency, you will receive a list of shelf companies you can choose from, and the criteria that there is when making the decision.

Another thing that may or may not be important to you is that a shelf company registration date. In most cases, they are about a year old, you may be able to get ones two years older. I have received incoming emails from readers who are looking for shelf companies even older. Why would someone want this? A couple reasons:

I’m sure you’ve been reading online and even hearing from word of mouth the difficulties of getting a bank account in Hong Kong.

So you may be thinking, “hey, why don’t I buy someone else’s business that has a bank account and take over the operations?”.

Sure, people buy and sell companies all the time. Of course that existing bank account needs to keep operational. Current customers are paying into this bank account and you have automatic deposits from your merchant account, Amazon, and other places.

It is a rather complex transfer. If you want such an option, we do have a short list of a few companies that have stopped doing their operations and want to deregister. As we go through the deregistration process, if you contact us while we have one of these companies in process, we can switch over the ownership to you.

We’ll work close with you and the old owner to switch over the bank account director signatures and other delicate transfer matters. You should also be aware that we need to screen the old company for any liabilities and outstanding debts or legacy matters. This is all part of the process.

So if you’re interested in buying a shelf company that has an existing bank account in Hong Kong attached to us- please fill out the form below

Contact us for a Shelf Company With Bank Account.

The shelf company transfer is straight forward, but please allow 1 to 2 months for the bank account to transfer over 100%. If you can come to Hong Kong for the banking that will be best, as we need to get your signature and other items.

As the banks in Hong Kong have gotten more and more strict, the requests for a shelf company with a bank account has risen.

Banks have adjusted to this as well. When you buy a shelf company and want to transfer the bank account over to you, it is a complex process. Obviously you do not want to have the old director on the bank account to sign anything on it. So you need to remove them from the bank account, and you completely take over the bank account.

This would require a visit to the bank and the old director to sign over everything. The bank will then want to know who this new director is, and it will be similar, if not more complicated, than a new account opening.

Do you, as the new director, have relevant experience in this business? Was the business active before you took it over? What is the reason you are taking over the company? As a shelf company, there will be little to no activity, so it may be hard to explain to the bank the reasoning you bought out this company other than for this bank account.

Bankers lately have been sending letters to their clients asking for more information about their account, so even if you are successful in taking over a shelf company and transferring over the bank account, they may ask questions later on. So be prepared with as much reasoning and documentation as possible. We’ll never tell you that you have too many documents!

Perhaps you’re not happy with the list of available names on the shelf company list. You could file a company name change after buying the shelf company, right? It is pretty straightforward to do – there must be a standard cost?

Yes, we can help file the company name change if you so desire. Its a straight forward flat rate, you can read our sales page here on changing your company name.

So this is a cost you can add to your budget if you are not happy with the company name choices on the shelf company list. But again, I do want to remind you – your limited company name and your website or brand do not have to be the same. Many of us have a “parent” company brand and various e-commerce and internet business products underneath it. You disclose the company name when signing contracts or invoices and purchase orders issued.

So I know you may be wondering what the cost of setting up a shelf company versus opening a new company up from scratch is. When using an agency, the service cost is pretty much the same price as setting up a whole new company. Some service providers might charge a higher price for shelf company, but we keep the price the same.

Here’s our package:

Again, I don’t like to be pushy and sales-y – but you can check out our offering at HKVIP service and we will take care of your business needs for sure. Regardless which agency you use, I hope this post today is helpful for you and your business.

Now that I believe I covered all the positives of a shelf company in Hong Kong. I think it is only fair to cover the negatives or at least drawbacks you should consider when making the decision for shelf or new company.

When you choose to register a shelf company, you receive a list of companies they have on their “shelf company list”. Agencies don’t know you or your brand and have to make a best guess and keep names as generic as possible. Some of the company names make Westerners laugh a bit. It is the best attempt by the Hong Kong agency to keep the name selection for as wide of an audience as possible.

Because of this, you may not be happy with the name choices and still insist that you register a company with the name that you would want. But, keep in mind I did mention above ways to change the Limited Company name later. Your limited company name isn’t so important as your product or service (brand) name and they are separate things.

This can be a bit of a specialized project. Buying and then transferring over a shelf company from the agency to you and your partner’s name and ownership. In some ways, it is the same process as buying any company. A scammer could transfer you a company that may be “broken” or have previous history. There can also be other kinds of scams that could happen in this sensitive transaction. I would urge you to only buy a shelf company from an agency you know and trust.
But for the completeness of this article, I mentioned before some people asking me if they can buy a limited company from me. So I mentioned in previous posts that I sold my company in Hong Kong and decided to structure it as an asset sale. That means I transferred the IP and assets over, paid out the liabilities, and then closed the company. Some friends wanted to buy this limited company from me as it had a few years of history and transactions. I preferred not to do that and instead close the limited.

I just felt transferring to someone else for the sole reason of them to apply to bank accounts would be risky. I did have some liabilities in the company that I assumed. But maybe the buyer might find new liabilities later if new creditors wanted to try to claim that entity. And maybe there are other issues unexpected, it can get messy quick.

If you don’t buy a shelf company from a trusted agency, you risk there being previous activity in the company before you take it over. Previous activities can be:

• Bank Debt

• Credit card balances

• Contracts signed on behalf of the company that come up in the future.

So if you’re not going to use an agency and buy a private company from someone else, make sure you do your due diligence.
It makes me think of the Simpsons episode with Artie Ziff, Season 15, episode 14:

Artie requests to stay with The Simpsons until he gets back on track. Marge discovers that the SEC are looking for Artie. While playing poker with Homer and the gang, Artie puts up 98% of his remaining stock to make a bet and Homer wins the lot. The SEC arrive, but Homer is the one arrested as he is now the major stockholder. Homer gets sentenced to ten years in prison.

So buying a shelf company (or any company) you need to be careful that you aren’t taking over liabilities and it gets you in trouble. Hopefully you will never get into a situation like Homer Simpson does here.

Being aware is the most important.