Company Incorporation

How to register a company in Hong Kong? Basic requirements and facts for setting up of Hong Kong companies

Are you planning to incorporate or register a company in Hong Kong? This article provides detailed information about registering a private limited liability company in Hong Kong including basic incorporation requirements, procedure and timeline and post-incorporation procedures.

Governed by the Companies Ordinance of Hong Kong, any person (foreign or local) above the age of 18 can setup a Hong Kong company. The most common type of business entity registered in Hong Kong is a private limited liability company.

Limited liability companies have a separate legal personality, limited liability for its owners, strong public perception and an enduring structure; raising capital and transfer of ownership is easier when compared to other business structures such as sole proprietorship and partnership. Foreign business professionals often refer to this type of entity as an offshore company in Hong Kong.

So, how to register a company in Hong Kong? Irrespective of whether you are a local or foreign entrepreneur, you are strongly advised to engage the services of a professional firm as such firms are well versed with the local legislations governing companies and are also experienced in handling ongoing regulatory and compliance requirements of Hong Kong company formation.

  1. Basic requirements and facts for Hong Kong companies
  2. What foreigners need to consider?
  3. What documents are required for company registration?
  4. Why you need to hire a professional services firm?

  • Company name – The company name must be approved before you can proceed with the incorporation of a Hong Kong company. More on company registration Hong Kong
  • Companies Ordinance – With the amendment, effective 1 March 2018, every company incorporated in Hong Kong, except for those listed in the Hong Kong Stock Exchange (HKSE), will be required to create and maintain a register of all persons who have significant control of the company.
  • All companies must also appoint a Designated Representative (DR) responsible for reporting in relation to the SCR to prescribed local authorities upon demand. For more details, refer to New Hong Kong Companies Ordinance guide.
  • 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 – When setting up a company in Hong Kong, 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 Companies Registry. 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.

Hong Kong company formation: What foreigners need to consider?

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 there 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.

How to start a business in Hong Kong: What documents are 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
  • 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 in Hong Kong: Why you need to hire a professional services firm?

The professional services firm you have engaged for your Hong Kong company formation will normally take care of all the necessary formalities from the beginning to the end. Hiring a competent and service oriented firm is very important as the relationship is a long-term and ongoing one.

The firm you hire will:

  • Collect the necessary incorporation details and identifications documents from you.
  • Reserve the company name of your choice and prepare the necessary incorporation documents (including Articles of Association) that will need to be filed with Company Registrar. You will need to sign these documents.
  • File the incorporation documents with the Company Registrar and obtain Certificate of Incorporation.
  • Obtain Business Registration Certificate from Inland Revenue Authority.
  • Assist the client with opening of bank account.
  • Prepare the following for the new company:
    • Common seal and stamp
    • Share certificate and share register
    • Statutory books
  • Assist with filing for relocation visa, business licenses, ongoing statutory compliance, and annual filings as appropriate.

Hong Kong Company Formation

Hong Kong company system is divided into two types

  • Limited company
    • Limited by shares
    • Limited by guarantee
  • Unlimited company
    • Sole-proprietorship
    • Partnership

Hong Kong is an international financial centre, having established legal system, simplified taxation system, low tax rate as well as offering unlimited business opportunities, and serving as a platform to global economy and commerce. Therefore, many of international businesses benefit from the establishing companies in Hong Kong.

We will evaluate the business model and assist to set up a company of appropriate type.

Advantages of setting up a company in Hong Kong

  • Simplified taxation system and low taxation rate
    • (Corporate profits tax tax rate applied is only 16.5%)
    • (Sole-proprietorship / Partnership profit tax rate applied is only 15%)
  • Absence of foreign exchange controls
    • funds can be circulated freely; foreign currencies can be exchanged and transferred as needed, and credit operations can be handled conveniently and quickly
  • Sound legal system

Incorporation of Company Limited by Shares

This kind of company requires the members (shareholders) to invest in the capital in exchange for the shares of the company, and the members of the company's legal liability to its holdings of the number of shares of the unpaid amount is limited. It is suitable for bosses who run buiness for profits.

Required information

  • Proposed company name in English or Chinese or both
  • Shareholders' ID copies / Passports
  • Directors' ID copies / Passports
  • Residential address proof of shareholders and director (The best is the latest personal bank statement)
  • Registered address proof (We can provide one for you if needed)
  • Share proportion

Registration form and time to take

  • E-filing incorporation (requires 1 day)
  • Purchasing a shelf company (requires 2 days)

Our services including:

  • Conducting company search in Hong Kong Government, checking the availability of proposed new company name
  • Applying Certificate of Incorporation
  • Applying Business Registration
  • Printing 20 copies of Articles of Association
  • Printing share certificate book in 20 pages
  • Printing company registers
  • Making a signing chop, a round chop and mental seal
  • Submission of company secretary documents to Hong Kong Government
  • Certified true copies of documents for bank account opening by CPAs and make appointment for bank account opening

Should you have any enquires about Hong Kong Company Incorporation, please contact us and we will provide FREE consultation service.

Incorporation of Company Limited by Guarantee

Company Limited by Guarantee in which the Shareholders' liability is limited to the amount of assets provided to the Company at the time of the liquidation of the Company, or not only to its contribution to the company is limited.

Most of the guarantee companies are "non-profit organizations" ("NPO").

Purpose including:

  • Enhancement of education / training (like Association or Society)
  • Religion
  • Relief of poverty
  • Environment protection
  • Community

The basic structure of a Hong Kong company limited by guarantee is having:

  • at least 2 members;
  • at least 2 directors; (A body corporate shall not be a director of a public company or a guarantee company) and
  • at least 1 company secretary

Our services including:

  • Conducting company search in Hong Kong Government, checking the availability of proposed new company name
  • Applying Certificate of Incorporation
  • Applying Business Registration
  • Printing 20 copies of Articles of Association
  • Printing share certificate book in 20 pages
  • Printing company registers
  • Making a signing chop, a round chop and mental seal
  • Submission of company secretary documents to Hong Kong Government
  • Certified true copies of documents for bank account opening by CPAs and make appointment for bank account opening
  • Assisting in applying to the Inland Revenue Department as a recognized charity body

Set up Approved Charitable Institution ("ACI")

"Approved charitable donation" means a donation of money to any charitable institution or trust of a public character, which is exempt from tax under section 88 of the Inland Revenue Ordinance, or to the Government, for charitable purposes. (Section 2 of the Inland Revenue Ordinance)

If a charity is successfully recognized as a charity, the company will be listed on the list of exempted charities and charitable trusts under section 88 of the Inland Revenue Ordinance (http://www.ird.gov.hk/chi/tax/ach_index.htm)

The public are able to check whether their contributions can be used for tax deduction or not.

Charitable purposes are:

  • Relief of poverty
  • Advancement of education
  • Advancement of religion
  • Other purposes of a charitable nature beneficial to the community not falling under any of the preceding heads

Tax advantages to Approved Charitable Institution:

  • Exempted from tax
  • Exempted from paying business registration fee unless a trade or business is carried on
  • Exempted from profit tax only if it carries on a trade or business which
    • its profits are applied solely for charitable purposes, and
    • its profits are not expended substantially outside Hong Kong, and either
    • (a) the trade or business is exercised in the course of the actual carrying out of the expressed objects of the institution or trust; or (b) the work in connection with the trade or business is mainly carried on by persons for whose benefit such institution or trust is established.

 

Dispense "Limited" after company name

If you want to dispense to use "Limited" after the company / organisation name, we can assist in this application. It is normally for organisations like association / society / education / foundation / charitable fund / church and religious mission etc… The process takes over around 3 months for existing Approved Charitable Institution and over 12 months if application is with incorporation at the same time.

Should you have any enquires about Incorporation of Company Limited by Guarantee, please contact us and we will provide FREE consultation service.

Register your new Hong Kong company now

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