Hong Kong Company Registration

The most common type of business registered in Hong Kong is the private limited liability company.

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The most common type of business registered in Hong Kong is the private limited liability company. The reason this kind of corporation is popular is because limited liability companies have an enduring structure, a robust public perception, limited liability for its owners, and a separate legal personality for any matter. Also, the requirements and facts for Hong Kong Companies are very straight forward.

Other than this, the raising of capital and transfer of ownership is more straightforward and more accessible as compared to the other business structures like the sole partnership or the sole proprietorship. For foreign business professionals, this kind of firm is referred to as an international company located in Hong Kong.

As per the Companies Ordinance of Hong Kong, any person who is above the age of 18 can open a company in Hong Kong where the complete process would be under the governance of the Companies Ordinance (CO). Here you can get all the details of registering a private limited liability company in Hong Kong like the required documents for hong kong companies and many others.

Requirements and Facts for Hong Kong Companies

Below are the necessary requirements for the Hong Kong limited liability:

Company name

It is vital to search for a company name that has not been used, and using the software on Startupr’s website allows you to be sure it will be approved before you proceed with the Hong Kong company incorporation.

Directors

The company in Hong Kong has to have a minimum of one individual director with an unlimited maximum number of directors. This person has to be above 18 years old and a natural person, and who can be of any nationality; not restricted to only Hong Kong citizens. Also, the director must not be convicted of any malpractices or bankruptcy.

Other than this, it is not necessary for the director to also be a shareholder in the business, and the non-executive corporate directors can even be appointed along with the individual director. Also, the board of directors’ meetings can take place anywhere in the world.

Shareholders

A minimum of one and a maximum of 49 shareholders are permitted in a private limited company in Hong Kong. This is also one of the most vital requirements and facts for Hong Kong Companies where the shareholder has to be above 18 years and can belong to any nationality.

Along with this, the director and the shareholder can be the same person or the shareholder can also be a company instead of a person. Also 100% of the shareholdings can be foreign or locally owned, where the shareholder meetings can also be held in any part of the world. A nominee shareholder can also be appointed for the company.

Company Secretary

It is mandatory to appoint a company secretary; if it is an individual, it has to be an ordinary person residing in Hong Kong, and if it is a company, they need to have a registered office or a place of business in Hong Kong. Note that for the company secretary, the sole director/shareholder cannot also be the company secretary.

Further, the meaning of Company Secretary is not a clerical job like an office secretary or personal assistant. The company secretary is liable for ensuring the company’s compliance with all the legal obligations and proced
ures. A company secretary must be appointed as per one of the Requirements and Facts for Hong Kong Companies.

Share Capital

Even though there is no minimum amount for the share capital requirement, there is a general norm for the companies that are incorporated in Hong Kong to have at least one shareholder, who must have at least one ordinary share issued on their formation. Also, the share capital can be represented in any major currency and is not limited to the Hong Kong Dollar. The shares can also be freely transferred, subjected to a duty fee stamp, however bearer shares are not permitted.

Registered Address

For registering a company in Hong Kong, one of the leading requirements and facts for Hong Kong Companies is that you would need to provide a local Hong Kong address that is a registered address of the company. Also, the address cannot be a PO box and has to be a registered address.

Public Information

The information about the company directors, shareholders and company secretary is public information according to Hong Kong Company Laws. It is mandatory to file particulars of the company officers along with the Hong Kong Registrar of Companies to get the documents for Hong Kong companies on time.

In case you wish to have confidentiality, you can designate a non-executive individual director and a corporate shareholder by utilizing the services of a professional services firm like Startupr.

Taxation

Profit tax, also referred to as corporate tax, is set at 16.5% of assessable profits for companies set up in Hong Kong. Also, Hong Kong follows the territorial basis of taxation in Hong Kong, which is only profits that arise in or are derived from Hong Kong are subjected to tax in Hong Kong. Moreover, there is no GST/VAT, withholding tax on dividends, or capital gains tax in Hong Kong. You can refer to the corporate tax page for more details on it.

Ongoing Compliance

One of the most critical obligatory requirements and facts for Hong Kong Companies is to prepare and maintain accounts. These accounts have to be audited annually by Certified Public Accountants in Hong Kong only, and the audited accounts along with the tax return have to be filed yearly with the Inland Revenue Department of Hong Kong.

Annual General Meeting

The Annual General Meeting, also referred to as the AGM, has to be held once in every calendar year. It also has to be held within 18 months of the incorporation date. After the first meeting, the next one has to be held where no more than 15 months can elapse between the previous AGM and the next one. In place of the Annual General Meeting, a written resolution is permissible.

As much as the other documents for hong kong companies are essential, each company is obligated to file the annual returns with the Companies Registry and also pay the yearly registration fee. The Business Registration Certificate has to be renewed, exactly one month prior to the expiry date on an annual basis or once in every three years, as per the case of the certificate. It normally takes about three to five working days to incorporate the company in Hong Kong.

Information for Foreigners

If any foreigner wants to register a limited liability company in Hong Kong, they would need to consider the following points that are vital requirements and facts for Hong Kong Companies:

  • Foreigners who don’t plan to relocate to Hong Kong can easily and freely operate their Hong Kong company from overseas.
  • Even though there is no obligation to be physically available during the company registration, the person might need to be physically present for the purpose of opening a bank account, depending on the bank they have chosen.
  • A foreigner is allowed to be the sole shareholder and the director of the company in Hong Kong. There is no need to be a resident of Hong Kong for it.

Documents Required for Company Registration

The following documents for hong kong companies are required for registering a business efficiently:

  • A genuine copy of the company’s Articles of Association. This is a standard document that is normally given by the professional services firm (Startupr, in this case) who is assisting with the incorporation of the company.
  • An adequately finished incorporation form which includes the following:
    – Number of shares taken up by subscribers.
    – Share capital recorded on incorporation.
    – Liability of members.
    – Particulars of shareholders, directors and company secretary.
    – Brief description of business activities
    – Registered address
    – Company name

The other documents required for incorporation are:

  • For corporate shareholders and directors:
    – Copy of the company documents such as the Certificate of Incorporation, the Articles of Association, the related documents for showing the UBO (ultimate beneficial owner) along with the UBO’s copy of Hong Kong identity card / International passport, and copy of residential address proof.
  • For resident shareholders and directors:
    – Copy of residential address proof.
    – Copy of Hong Kong identity card.
  • For non-resident shareholders and directors:
    – Copy of International passport, overseas residential address proof.

Note: The officially certified translated versions for any of the documents for the Hong Kong companies that are non-English must be provided.

Overall, irrespective of whether you are a foreigner or a local entrepreneur, it is strongly advised to engage the services of a professional corporation that are well-versed with the local legislation governing companies and also have enough of experience in handling ongoing compliance and regulatory requirements.

At Startupr, you can enjoy services like company incorporation services that includes the utilization of their Hong Kong office address as your registered address, the filing of your company’s tax return, company secretarial services, and a lot more.

Startupr also renders the additional services like incorporation consultation, providing a non-executive director, and even the de-registration of a company. Learn about all the services as well as the requirements and facts for Hong Kong Companies by visiting the services page of Startupr!