Hong Kong Company Registration
Hotline: 86-755-82148419 Email: susiehu@citilinkia.com
Basic Requirements and Facts for Hong Kong Companies
Company name – The company name must be approved before you can proceed with the incorporation of a Hong Kong company.
Directors – A minimum of one individual director and unlimited maximum number of directors allowed. The director must be a natural person who can be of any nationality and need not be resident in Hong Kong. Directors must be at least 18 years of age and must not be bankrupt or convicted for any malpractices. There is no requirement for the directors to also be shareholders. Nominee corporate directors can also be appointed in addition to the individual director. Directors Board meetings can be held anywhere in the world.
Shareholders – A Hong Kong private limited company can have a minimum of 1 and maximum of 50 shareholders. There is no residency requirement for shareholders. A director and shareholder can be the same or different person. The shareholder must be at least 18 years of age and can belong to any nationality. The shareholder can be a person or a company. 100% local or foreign shareholding is allowed. Appointment of nominee shareholders is permitted. Shareholders meetings can be held anywhere in the world.
Company Secretary – Appointing a company secretary is mandatory. The secretary, if an individual, must ordinarily reside in Hong Kong; or if a body corporate, must have its registered office or a place of business in Hong Kong. It has to be noted that in case of a sole director/shareholder, the same person cannot act as the company secretary. The company secretary is responsible for maintaining the statutory books and records of the company and must also ensure the company’s compliance with all statutory requirements. A nominee secretary can be appointed.
Share Capital – Although there is no minimum share capital requirement, the general norm for companies incorporated in Hong Kong is to have at least one shareholder with one ordinary share issued on their formation. Share capital can be expressed in any major currency and is not restricted to the Hong Kong Dollar alone. Shares can be freely transferred, subject to a stamp duty fee. Bearer shares are not allowed.
Registered Address – In order to register a Hong Kong company, you must provide a local Hong Kong address as the registered address of the company. The registered address must be a physical address and cannot be a PO Box.
Public Information – Information about company officers viz. directors, shareholders and company secretary is public information as per Hong Kong Company Laws. It is mandatory to file details of the company officers with the Hong Kong Registrar of Companies. If you wish to maintain confidentiality you can appoint a corporate shareholder and nominee individual director by utilizing the services of a professional services firm.
Taxation – Corporate tax, (or profits tax as it is called), is set at 16.5% of assessable profits for companies setup in Hong Kong. Hong Kong follows a territorial basis of taxation i.e. only profits which arise in or derived from Hong Kong are subject to tax in Hong Kong. There is no capital gains tax, withholding tax on dividends, or GST/VAT in Hong Kong. For more details on corporate taxes, refer to Hong Kong Corporate Tax guide.
Ongoing Compliance – It is mandatory for companies to prepare and maintain accounts. Accounts must be audited annually by Certified Public Accountants in Hong Kong. The audited accounts together with tax return must be filed annually with the Inland Revenue Department. Every company is required to file annual returns with the Companies Registry and pay the annual registration fee. The Business Registration Certificate should be renewed, one month before expiry on an annual basis or once every three years, as the case may be. An Annual General Meeting (AGM) should be held annually very calendar year. The AGM should be held within 18 months of the date of incorporation, after which no more than 15 months can elapse between one AGM and the next. A written resolution in lieu of Annual General Meeting is permissible. For more details, refer to Annual Compliance for Hong Kong Companies guide.
Usually, it takes about 5-7 working days to incorporate a company in Hong Kong.
Considerations for Foreigners
Foreigners who wish to register an offshore limited liability company in Hong Kong, must take into consideration the following points:Foreigners are free to be the sole directors and shareholders of a Hong Kong company. There are no local resident requirements.Although their is no requirement to be physically present at the time of company registration, physical presence may be required for the purpose of opening a bank account, depending on the bank chosen.Foreigners who do not plan to relocate to Hong Kong are free to operate their Hong Kong offshore company from overseas. They can travel to Hong Kong on a visitor visa as and when required.
Documents Required for Company Registration
To setup a Hong Kong limited liability company, normally the following documents will be required:
A copy of the Articles of Association for the company. A standard document is normally provided by the professional services firm who is assisting with incorporation of the company.
A duly completed incorporation form that includes the following:
Company name
Registered address
Brief description of business activities
Particulars of shareholders, directors and company secretary
Liability of members
Share capital registered on incorporation
Number of shares taken up by subscribers
For non-resident shareholders and directors:
Copy of passport, overseas residential address proof, bank reference letter
For resident shareholders and directors:
Copy of Hong Kong identity card
Copy of residential address proof
For corporate shareholders and directors:
Copy of parent company registration documents such as Certificate of Incorporation and Articles of Association
Note: Officially certified translated versions for any non-English documents must be provided.
Company Registration Procedure
The incorporation procedure entails two steps: Approval of Company Name and Application for Company Registration with the Companies Registrar.
Approval of Company Name
The first step in the registration procedure involves approval of the proposed name of the company by submitting an application to the Companies Registry.
Company Name guidelines:
A company may be registered with an English name, a Chinese name, or an English and a Chinese name.
A company name with a combination of English words/letters and Chinese characters is not allowed.
An English company name must end with the word Limited and its equivalent in Chinese characters in the case of a Chinese company name.
A Chinese company name should use traditional Chinese characters, in “New Sai Ming” font, that can be found in the Kang Xi Dictionary or Ci Hai Dictionary and also in the ISO 10646 international coding standard.
The proposed name will likely be rejected if the name:
Is the same as or similar to a name appearing in the Companies Registry’s ‘Index of Company Names’
Infringes on trademarksIs considered offensive or otherwise contrary to public interestCompany names containing words or expressions such as ‘Trust’, ‘Chamber of Commerce’, ‘Bureau’, ‘Cooperative’, ‘Government’ etc. will require prior approval from the Chief Executive. In some cases, the use of certain words and expressions in company names is covered by other legislation. For example, use of expressions like ‘Bank’, ‘Stock Exchange’ etc. should not contravene the related legislation and approval from the relevant body/authority is required prior to usage.
Contact us
For further queries, please do not hesitate to contact ATAHK at anytime, anywhere by simply calling China hotline at 86-755-82148419, 86-755-82143512, or emailing to 2355725105@qq.com.