Corporate matters in Hong Kong

Competitive tax regime

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Hong Kong is known for its unique territorial tax system: if certain conditions are met, a company's foreign income may be exempt from corporate income tax. In addition, Hong Kong has no value-added tax (VAT). 

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Effective taxation of an international structure requires a comprehensive approach – it is not limited to one jurisdiction. In order to truly optimize the tax burden and avoid risks, it is important to strategically build a tax model for the entire group of companies. This requires the participation of experienced experts in the field of international corporate taxation, who are able to take into account the specifics of all the jurisdictions involved and build an effective architecture for your business.

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Our team will help you build an effective business structure:

• We will conduct tax планирование with a focus on reducing risks and forming an optimal tax strategy.
• We will develop a corporate структуру that will precisely match the goals of your business – be it a simple limited liability company or a multi-level international group. We will select solutions that provide flexibility, asset protection and ease of management.

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Developed common law system

Hong Kong's common law legal system provides a sound basis for business: it combines stability and predictability with flexibility and a high level of contractual protection, making Hong Kong an attractive jurisdiction in which to conduct and structure business.

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Our team will help you effectively use the advantages of the Hong Kong legal system:

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• We will prepare contracts and other legal documents in accordance with English law, ensuring reliable protection of your интересов .
• We will provide full legal support for transactions – from the negotiation stage to the final signing.
• We will help resolve corporate disputes based on common law principles, including mediation, arbitration, litigation and independent audit.

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Developed corporate legislation

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Corporate relations in Hong Kong are regulated by Companies Ordinance, a law based on the corporate norms of England and Wales. It provides ample opportunities for flexible adjustment of relations between the company, shareholders and directors, which allows for the adaptation of the corporate structure to specific business goals and the development of an effective management system.

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Our team is ready to provide comprehensive legal support to create effective management of corporate processes, including:

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• We will develop and register an individual charter* for your компании , taking into account its goals, structure and stages of development. Such a charter will allow you to flexibly distribute powers between shareholders and directors, prevent conflicts and take into account the specifics of corporate processes.

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* Most companies use standard, model charters at the beginning of their activities. However, as the company grows, attracts investors and distributes powers between management bodies, corporate relations become more complex. In order to ensure the interests of all parties, avoid conflicts and unresolvable situations, agree on management and roles in decision-making, a charter created specifically for the needs of the company is needed.

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• We will develop a corporate agreement between акционерами , in which we will record key agreements that are not subject to disclosure in the charter. These may be investment conditions, rules for appointing members of the board of directors and top management, dispute resolution mechanisms and other important aspects of the partnership.
• We will prepare or conduct a review of corporate документов – minutes of meetings, decisions, agreements on contributions to the company's property and other documents necessary for the correct functioning of the business.
• We will formalize changes in the composition of shareholders and – we will make the relevant entries in official registers, prepare the necessary documents and submit notifications in accordance with legal requirements.
• We provide legal support for mergers and acquisitions (M&A) transactions – from initial structuring and due diligence to preparing all documentation and closing the transaction.

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Flexible investment tools

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Hong Kong offers a variety of flexible investment instruments that allow companies to raise capital at different stages of development and build a convenient risk management model. These include:

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• Convertible займы . We can help structure deals where investors can convert debt into equity in the company when pre-agreed conditions are met. This is a convenient tool for flexible financing at early stages.
• Call- and put-опционы . We will prepare mechanisms that allow investors to buy or sell company shares at a fixed price in the future, ensuring predictability and protecting the interests of the parties.
• Vesting programs (options for employees). We will develop effective incentive schemes aimed at attracting, retaining and long-term involvement of key employees through participation in capital.
• Flexible pricing акций . Hong Kong has no requirement for the par value of shares, which gives additional freedom in forming investment conditions. We will help you use this advantage wisely to structure transactions and interact with investors.

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We will provide legal development, structuring and support for these decisions so that you can confidently attract investment, minimize risks and scale your business.