Startupr.hk

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 government 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.

Startupr will not be liable for any penalties, fines or other liabilities from the Companies Registry and Inland Revenue department 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.

The company will not be held liable for loss, damage or theft of any items sent to the client whilst they are going through the postal service. 

We are not authorised by the Financial Services Authority to conduct Investment Business. If you require investment business services we will refer you to a firm authorised by the Financial Services Authority.

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.

Courier

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 info@startupregistry.hk

Incorporation services cancellation: If you wish to cancel your order after payment is received by Startupr, but before the company has been incorporated and Certificate of Incorporation has been issued, Startupr is glad to provide a full refund of the incorporation costs.

If an order is canceled after payment has been received by Startupr, and after the company has been incorporated and Certificate of Incorporation is issued, please contact our staff at Startupr for further instructions. Please note that after the incorporation of your company, Startupr has already paid for the government and filing fees to the Hong Kong Companies Registry, and incurred costs with the incorporation of your company.

Orders of company documents, annual return, AGM – Annual General Meeting, Profit Tax Return filling, Mail Forwarding. Certified documents by CPA; Notary Public; Apostille; companies Registry or company secretary. Services as ND2A, NAR1, ND2B, NSC1, NR1, any CR documents and resolution of directors. Any CR or IRD documents which should be filled by Startupr such BRC, PTR (Profit Tax Return) or emploee/employer return. Ordered stamps and metal steals. Transfer of shares. Company de-registration. Preparing instrument of transfer. After these forms have been issued, all of the relevant filings fees and costs have been paid to the Companies Registry.

 

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 that any legal proceedings are commenced against the Company.

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.

Also, the Registered Agent will not be able to provide lease agreements or business address proof for your company, as this business address is only for receiving and handling mail.

File destruction

Whilst certain documents may belong to you and are received to Startupr address and you will not prepay mail forwarding plan, we reserve the right to refuse any letter on you company behalf. Further, we intend to destroy any business correspondence and other papers that we store that are more than three months old, other than documents which we think may be of continuing significance. If you require the retention of any document, you must notify us of that fact in writing.

We would highly suggest you to register your mail forwarding business service which keeps you updated on yours incoming mail. It’s in yours own interest to make sure that all documents are properly received and you’re notified.

If you have not order mail forwarding plan, we will notify you about yours business mail and ask you to order the mail forwarding plan.

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.

Following services must be renewed every year within 30 days before the anniversary day of the company: company secretary/agent, registered address, mail forwarding & business address, AGM – annual general meeting, annual return – NAR1, BRC – business registration certificate, any nominee director/shareholder services, The company registered address, mail forwarding, bookkeeping, etc.

We send you the reminder on the renewal 1 month before the anniversary day, it’s your responsibility to contact ahead of time to renew all services to avoid goverment penalties for late fillings. In case you don’t receive our invoice please contact us 1 month before the anniversary day of the company.

Appointed Director/Shareholder

Appointed Director/Shareholders service means that you (owner/shareholder/member/ultimate beneficial owner) elect us as your company officer/manager/director/shareholder. Our service is very limited. We do not open any bank accounts, response to your clients, employees, institution, banks, any third party or sign contracts. We can also give power of attorney to your representative to act on behalf of the company. Complete agreement is located here and you agree to with the terms when using the nominee service. In case we receive any indication that any unethical or unlawful activity by your company we will immediately file change the director/shareholder with your information as in our records. You will be billed for the changes as the costs arise.

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.

Compliance with Laws and Financial Compliance

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 determine 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 Companies 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 Companies Registry and Inland Revenue Department.

Prohibited Activities

You may not use the PayPal service for activities that:

  1. violate any state law, statute, ordinance or regulation.
  2. relate to transactions involving (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) cigarettes, (d) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (e) stolen goods including digital and virtual goods, (f) the promotion of hate, violence, racial intolerance or the financial exploitation of a crime, (g) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (i) certain sexually oriented materials or services, (j) ammunition, firearms, or certain firearm parts or accessories, or (k) certain weapons or knives regulated under applicable law.
  3. relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or ponzi schemes, matrix programs, other “get rich quick” schemes or certain multi-level marketing programs, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f) are associated with the sale of traveler’s checks or money orders, (g) involve currency exchanges or check cashing businesses, (h) involve certain credit repair, debt settlement services, credit transactions or insurance activities, or (i) involve offering or receiving payments for the purpose of bribery or corruption.
  4. involve the activities of products or services identified by government agencies to have a high likelihood of being fraudulent.

If you engage in any of the above prohibited activities, we will immediately cease your services without any notification and right to any refunds.

Use of Cookies

Startupr Hong Kong Limited’s website uses cookies to capture certain information about the site’s users. By using Startupr’s website, you agree to the use of cookies. Startupr Hong Kong Limited does not disclose this information to third parties.

Third-party cookies

Third-­party cookies In addition to our own cookies, we may also use various third­ parties cookies to report usage statistics of the service and deliver advertisements.

SSL Security capabilities and policy for transmission of payment card details (SSL policy)

PayDollar is a leading, secure and reliable international payment service provider to banks and online merchants since 2000. Customers’ payment details are securely transmitted to the acquiring bank, card and payment companies for real-time transaction authorization using 256-bit Extended Validation Certificates (EV) SSL transaction encryption. PayDollar supports CVV/CVC check as well as 3-D secure authentication of Visa and MasterCard namely: Verified by VISA, MasterCard SecureCode for added security protection for both customers and merchant.

Disclaimer

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:

  1. 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.
  2. 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.
  3. 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.
  4. Startupr as a company secretary is not acting on behalf of your company
  5. Startupr is not responsible for managing the formed company and its business

Bookkeeping Disclaimer

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 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

Payment and fees should be made in full by the due date, 7 days from the date shown on the invoice. The client agrees to pay the company the agreed fee and any disbursements.

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.

The company offers the client no right of set off.

Appointment of CPA (Certified Public Accountant) – Company Secretary appoints Company CPA.

Startupr prepares only the bookkeeping and supporting documents.

CPA is responsible for Audit report, Tax Computation, Resolution of Director, filled PTR

Directors or members are responsible for providing complete and accurate information, and Startupr will not be liable for any errors which arise from your failure to provide us with the correct information.

Hong Kong Banking Introduction Services

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 do not provide any paid services for the introduction to these banks.

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.