Commercial and Corporate Advisory
HOW WE CAN HELP REPRESENTATIVE EXPERIENCE ACCOLADES

Following China’s rapid growth into one of the world’s biggest economies, the country has entered a new era with increasingly comprehensive and complex legal regulatory framework for doing business. With our insightful understanding of local laws and extensive experience in the Greater China region, we excel in assisting our clients to set up their businesses on the right foot and we continue to guide them in navigating the ever-evolving regulatory environment as they expand.

In addition to our wealth of experience in advising businesses in traditional economy, we have cutting-edge skills in tackling legal issues in the new information economy. We advise on transactions involving ecommerce, data privacy and virtual assets such as NFTs. We strive to provide practical advice catering for our clients’ business needs in modern reality with creativity, flexibility and timeliness.

In addition to our expertise in structuring and coordinating complex deals, we also provide full coverage of company secretarial services for maintaining corporate presence in Hong Kong and Mainland China. We are alert to company officers’ individual responsibilities. Rest assured that your business is in good hands and your needs and interest are always front and centre.

HOW WE CAN HELP
COMPANY FORMATION AND DISSOLUTION
  • Incorporation of companies in Hong Kong and Mainland China
  • Incorporation of companies in offshore jurisdictions in Bermuda, British Virgin Islands, Cayman Islands, Liberia, Mauritius, Panama, Vanuatu, etc.
  • Cross border supplies of goods and value added tax (VAT)
  • Setting up virtual offices
  • Change of residence and immigration strategies
  • Articles of association, by laws and other company constitutions
  • Deregistration and winding-up services
COMPANY SECRETARIAL SERVICES AND REGISTERED OFFICE
  • Annual retainer services
  • Statutory compliance and annual filing requirements
  • Designated representative for the Significant Controllers Register (SCR)
  • Keeping register and provision of registered office
  • Custody of corporate books
  • Issuance of shares
  • Capital increase and reduction
E-COMMERCE
  • Reviewing online sales agreements, online marketing contracts, cookies compliance, direct marketing compliance and web terms of use

    Obtaining Internet Content Provider (ICP) license in Mainland China

FOREIGN COMPANIES IN GREATER CHINA
  • Registration and requirements of:
    • Representative offices
    • Wholly foreign owned enterprises (WFOEs)
    • Foreign invested joint stock companies
  • Foreign direct investments
  • Sale and acquisition of shares, companies, assets or businesses
  • Foreign exchange strategies
  • Technology, intellectual property, trade secrets and data protection
  • Expatriate visa and tax advising
  • Business licences and permits
  • Share schemes, share options and share buy-backs
CORPORATE GOVERNANCE AND DIRECTORS’ DUTIES
  • Resolutions of the board and shareholders
  • Responsibilities and liabilities of directors, management and other officers
  • Disclosure of conflict of interest and connected transactions
  • Minority shareholder/ unfair prejudice disputes
  • Misconduct and negligence claims
  • Corporate governance and compliance manuals
COMMERCIAL CONTRACTS
  • Reviewing business cooperation agreements, distribution agreements, purchase contracts, sales contracts, service contracts, confidentiality agreements, license and franchise agreements, shareholders agreements, and other commercial contracts
REPRESENTATIVE EXPERIENCE
CORPORATE AND COMMERCIAL ADVISORY IN GREATER CHINA
  • Represent a leading Hong Kong furniture manufacturer in reaching exclusivity agreement with a Swedish company for joint product development and putting in place a mechanism to protect the client’s intellectual property rights over R&D results involving factories and suppliers from Mainland China
  • Counsel to one of the world’s largest software developers based in the US to set up phantom stock plan in Mainland China
  • Counsel to a leading Chinese manufacturer of mobile phones in drafting users license agreements and terms & conditions for their electronic products to suit the legal requirements for sales in Hong Kong
  • Counsel to a listed Hong Kong company for acquisition of a Chinese telecommunication company and advised on the structuring for planned listing in the US
  • Counsel to a Swiss Gin manufacturer in setting up a wholly foreignowned enterprise (WFOE) to secure Liquor Wholesale License and to establish a joint venture with a local company to launch wholesale business in Mainland China
  • Represent client to expand their business into the Greater China Region by concluding an exclusive license agreement with a world leading lighting and furniture designer, to appoint our client as its exclusive partner and distributor for retail, wholesale in Mainland China, Hong Kong and Macau, via physical stores and on all e-commerce platforms. The deal also involved the licensing of the intellectual property rights of the products and marketing materials to our client for use across various jurisdictions
  • Preparing license agreements and terms & conditions for the creation, exhibition and distribution of NFTs
E-COMMERCE
  • Counsel to Hong Kong’s largest grocery chain in launching its new e-commerce platform in Hong Kong. We advised the client on their terms & conditions for online shopping and issuance of eVoucher, and on the data privacy policy of the platform to suit the requirements under the Personal Data (Privacy) Ordinance (PDPO)
  • Counsel to a prestigious US education institution in the negotiation of license arrangement with the leading Chinese e-commerce group and advising on related tax liabilities and foreign exchange restrictions in Mainland China
  • Represent the world’s largest private educational testing and assessment organization to launch paid online assessment services and advised on its business model to suit the legal requirements for e-commerce, educational service, and data privacy in Mainland China
REGULATORY COMPLIANCE AND DISPUTES
  • Represent directors of listed companies to respond to the Stock Exchange of Hong Kong’s allegations for breach of the Listing Rules and the Takeovers Code
  • Represent a global leading direct selling company to transform its business model and pricing and reward mechanism to suit antitrust and licensing requirements
  • Counsel to a trade association in Hong Kong to defend anticompetition claims under the Competition Ordinance brought by an applicant whose membership application was rejected by the client, accusing the client of boycott with a view to drive the applicant out of the industry
WHAT OTHERS SAY

"China presents a special challenge for the U.S. firm. The complexity of culture, language and politics is a challenge. Vivien Chan & Co. always provides the expertise and insight that let us know that our clients are in good hands."

~ Espinosa Trueba

"Very good support, fast and always provide us good recommendation how to solve issues."

~ DKSH

"More than just legal service, more than professional."

~ Amway Hong Kong Limited

"Vivien and her team are always responsive and informative regarding the legal options available to our clients and the practical considerations. Hong Kong!"

~ Coats & Bennett, PLLC
ACCOLADES

CORPHUB HONG KONG'S MOST OUTSTANDING BUSINESS AWARDS

Greater China's Most Trusted Legal Consulting Services of the Year 2021

WOMEN IN BUSINESS LAW AWARDS (ASIA-PAFIFIC)

2020 – Hong Kong (Shortlisted)

CORP TODAY MAGAZINE GLOBAL BUSINESS AWARDS

Best Corporate Service Providers 2019-2020

Hong Kong

CHINA BUSINESS LAW JOURNAL

China's Elite 100 Lawyers (Foreign Firm)

2019- 2020

WHO’S WHO LEGAL

Thought Leaders

2021 - China

2020-2021 - Hong Kong

CORPORATE INTL GLOBAL AWARDS

M&A Law Firm of the Year

2019-2022 China

M&A TODAY

M&A Law Firm of the Year

2020-2021 - China

2019-2020 - Hong Kong

LEGAL 100

M&A Law Firm of the Year 2018-2020

Hong Kong

THE SILICON REVIEW

50 Most Trustworthy Companies of the Year 2020