Detailed information on registering a private limited liability company in Hong Kong, including basic registration requirements, procedures and timelines, and post-registration procedures.
Are you planning to set up or register a company in Hong Kong?
Governed by the Hong Kong Companies Ordinance, any person (foreigner or local) who has reached the age of 18 can form a Hong Kong company. The most common type of business entity registered in Hong Kong is the private limited liability company.
Limited liability companies have separate legal personality, limited liability to their owners, strong public recognition and a durable structure; easier to raise capital and transfer ownership than other business structures such as sole proprietorships and partnerships. Foreign business professionals often refer to such entities as offshore companies in Hong Kong.
How to register a company in Hong Kong? Basic requirements and facts for establishing a Hong Kong company
- A company name must be approved before proceeding to incorporate a Hong Kong company. More information about Hong Kong company registration
- With the amended Companies Ordinance, every company incorporated in Hong Kong, except for companies listed on the Hong Kong Stock Exchange (HKSE), must create and maintain a register of all persons who control the company.
- All companies must also designate a Designated Representative (DR) who is responsible for reporting matters relating to the SCR to the prescribed local authority upon request. For more information, please refer to the new Hong Kong Companies Ordinance.
- Minimum one individual director and unlimited number of directors. Directors must be natural persons of any nationality and do not need to reside in Hong Kong. Directors must be at least 18 years old and must not be bankrupt or convicted of any criminal misconduct. There is no requirement that directors also be shareholders. In addition to individual directors, corporate directors may also be appointed. Board meetings can be held anywhere in the world.
A Hong Kong private limited company can have a minimum of 1 and a maximum of 50 shareholders. Shareholders have no residency requirements. Directors and shareholders can be the same or different people. Shareholders must be over 18 years old and can be of any nationality. Shareholders can be individuals or companies. 100% local or foreign equity is allowed. Appointment of nominee shareholders is permitted. Shareholder meetings can be held anywhere in the world.
- When setting up a company in Hong Kong, a company secretary must be appointed. The secretary, if an individual, must ordinarily reside in Hong Kong; or, if a body corporate, must have a registered office or place of business in Hong Kong. It must be noted that a sole director/shareholder cannot act as the company secretary. The company secretary is responsible for maintaining the company's statutory books and records and must also ensure that the company complies with all statutory requirements. A nominated secretary may be appointed.
- There is no minimum share capital requirement. Share capital can be expressed in any major currency and is not limited to Hong Kong dollars. Shares are freely transferable, subject to stamp duty. Bearer shares are not permitted.
- In order to register a Hong Kong company, you must provide a Hong Kong local address as the company's registered address. The registered address must be a physical address, not a PO Box.
- Information about company officers, viz. under Hong Kong Companies Ordinance, directors, shareholders and company secretary is public information.
- Details of company officers must be filed with the Companies Registry in Hong Kong. If you prefer confidentiality, you can use the services of a professional services firm to appoint corporate shareholders and nominee individual directors.
- For ongoing compliance, firms must prepare and maintain accounts. The accounts must be audited annually by Hong Kong Certified Public Accountants. Audited accounts must be filed annually with the Inland Revenue Department together with tax returns. Every company must file an annual return with the Companies Registry and pay an annual registration fee.
- The business registration certificate should be renewed one month before its expiry annually or every three years (as the case may be).
- An Annual General Meeting (AGM) shall be held annually during each calendar year. The annual general meeting shall be held within 18 months from the date of incorporation of the company, and the interval between one general meeting and the next shall not exceed 15 months. Written resolutions are allowed in lieu of annual general meetings. For more information, please refer to the Annual Compliance Guide for Hong Kong Companies.
Setting up a Hong Kong company: what do foreigners need to consider?
Foreigners who wish to register an offshore limited liability company in Hong Kong must consider the following:
- Foreigners are free to be the sole director and shareholder of a Hong Kong company. There is no local resident requirement.
- While physical presence is not required at company registration, physical presence may be required to open 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 companies from overseas.
How to start a business in Hong Kong: what documents are needed to register a company?
To set up a Hong Kong limited liability company, the following documents are usually required:
- A copy of the Articles of Association. Standards documents are usually provided by professional services firms that assist with company formation.
- A completed company registration form, including the following:
Brief description of business activities
Information on Shareholders, Directors and Company Secretary
Registered capital of the company
Number of shares subscribed by subscribers
- For non-resident shareholders and directors:
Copy of passport, proof of overseas residential address
- For resident shareholders and directors:
Copy of Hong Kong Identity Card
Copy of proof of residential address
- For company shareholders and directors:
Copies of parent company registration documents such as certificate of incorporation and Articles of Association
NOTE: Official certified translations of any documents not in English must be provided.
Hong Kong company registration: Why engage a professional services company?
The professional services firm you engage for Hong Kong company formation will usually handle all the necessary formalities from start to finish. Engaging a competent and service-oriented company is very important as the relationship is long-term and ongoing.
The company you engage will:
- Gather the necessary company details and identification documents from you.
- Reserve the company name of your choice and prepare the necessary incorporation documents (including Articles of Association) that need to be filed with the Companies Registry. You will need to sign these documents.
- File company registration documents with the Companies Registry and obtain a Certificate of Incorporation.
- Obtain a Business Registration Certificate from the Inland Revenue Department.
- Assist clients in opening bank accounts.
- Prepare the following for the new company:
Official seal and stamp
Share certificates and share registers
- Assistance with applications for relocation visas, business licences, ongoing statutory compliance and proper annual filings.
So, how to register a company in Hong Kong? Whether you are a local entrepreneur or a foreign entrepreneur, we strongly recommend that you engage the services of professional companies, as these companies are proficient in local company laws and are also experienced in handling the ongoing regulatory and compliance requirements of Hong Kong companies.
It is easy to set up a company in Hong Kong
Bestar provides professional company formation services, ranging from the registration of Hong Kong companies, subsidiaries of foreign companies, to the registration of branches of overseas companies.
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