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Obtaining a Certificate of Incumbency can be an easy process if you have the right business support, but don’t just let a secretary take care of it for you and forget it.
It’s still a crucial document in your company’s formation, and you should read on to know what goes behind a Certificate of Incumbency.
You’ll never know when you might need it.
A Certificate of Incumbency (also known as incumbency certificate) is a document issued by an independent third party; usually a regulated professional such as a lawyer, public notary, or a certified public accountant.
The purpose of a certificate of incumbency is to independently confirm certain information about your Hong Kong company.
This information usually includes:
There is no prescribed format or standard wording for a certificate of incumbency.
If there is some specific information that you need to see reflected in the certificate, it is better that you expressly inform the third party that will prepare it.
There are many circumstances in which you may need a certificate of incumbency for your Hong Kong company.
Here are some examples:
There is no legal prescription on who can issue a certificate of incumbency for a Hong Kong company.
A person asking for a certificate of incumbency regarding your company will usually expect that it is issued by an independent third party (meaning by a person who is not a shareholder, director, employee of your company).
It is usually expected that the independent third party is a regulated professional.
In Hong Kong, this includes lawyers, public notaries, or certified public accountants.
You should also know that the Hong Kong Companies Registry can also issue a document equivalent to a certificate of incumbency which is known as a Hong Kong Company Particulars Report.
A Hong Kong Company Particulars Report issued by the Company Registry provides a summary of the key information about any HK company (i.e. registered office address, principal place of business, share capital, name of current directors).
You can obtain a Company Particulars Report on the Companies Registry website at a cost of HK22.
However, the Hong Kong Company Particulars Report does not include updated information about your company’s shareholders or ultimate beneficial owners.
This is why you may still need the services of an independent professional third party when required to produce a Certificate of Incumbency for your HK company.
A Certificate of Incumbency differs depending on the local institutions your business is subscribed to, but generally, a certificate of incumbency shows a brief version of the company’s Articles of Association.
That means you can expect to have the company name, legal vehicle, Shareholders, Directors, UBOs, and more.
A Certificate of Incumbency does not expire.
However, you will be periodically requested to provide your Certificate of Incumbency not older than 3 months.
If your company’s certificate of incumbency is issued by a regulated professional (lawyer or CPA), it is unusual to require the certificate to be notarized.
In case the certificate of incumbency is issued by a third party other than a regulated professional, you may still be required to have it notarized.
In this case, it is more efficient to arrange the preparation of the certificate by a public notary from the beginning.
At Air Corp, we can help issue your Hong Kong company certificate of incumbency. Some of our team members include regulated professionals such as lawyers and CPAs who can issue any type of certificate of incumbency.
We also provide our assistance if you need to obtain your Company Particulars Report with the Companies Registry.
If you set up your company with Air Corporate or appoint us as your Hong Kong company secretary, our service includes the preparation and issuance of 1 certificate of incumbency for your HK company each year.
Register your company with Air Corporate today and get your incumbency needs sorted with the experts.
Focus on your business, we’ll take care of the rest.
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