How to Incorporate a Private Limited Company in Hong Kong: A Detailed Guide

How to Incorporate a Private Limited Company in Hong Kong: A Detailed Guide | Bestar

Hong Kong Company Incorporation Guide

How to Incorporate a Private Limited Company in Hong Kong: A Detailed Guide

Planning to establish a business in Hong Kong? Setting up a private limited liability company is the most popular choice for both local and foreign entrepreneurs. Governed by the Hong Kong Companies Ordinance, this structure offers a separate legal personality, limited liability for owners, and a robust framework that is attractive for raising capital and ensuring longevity. Foreign professionals often refer to these entities as "offshore companies."

Basic Requirements for Hong Kong Company Registration

Any individual over the age of 18 can form a company in Hong Kong. Here are the essential requirements and key facts you need to know:

Element	Requirement Details
Company Name	Must be approved before incorporation.
Director(s)	Minimum one individual director. They must be natural persons, aged 18+, of any nationality, and do not need to reside in Hong Kong. Corporate directors are also permitted.
Shareholder(s)	Minimum one and maximum 50 shareholders. Can be individuals (18+) or companies, of any nationality, with 100% local or foreign equity allowed. Directors and shareholders can be the same person.
Company Secretary	Mandatory appointment. If an individual, they must ordinarily reside in Hong Kong; if a body corporate, they must have a registered office in Hong Kong. A sole director/shareholder cannot also be the secretary.
Registered Address	Must be a physical local Hong Kong address, not a P.O. Box.
Share Capital	No minimum requirement. Can be expressed in any major currency. Bearer shares are not permitted.
Significant Controllers Register (SCR)	Companies (except those listed on the HKSE) must create and maintain an SCR of persons with significant control.
Designated Representative (DR)	Must be appointed to handle matters related to the SCR and report to local authorities upon request.
Public Information	Details of directors, shareholders, and the company secretary are public information and filed with the Companies Registry. (Note: Using professional services to appoint nominee directors/corporate shareholders can provide confidentiality for the beneficial owner.)

The Company Registration Procedure and Timeline

While timelines can vary, the incorporation process is generally straightforward. Engaging a professional services firm is highly recommended to manage the entire process efficiently.

1. Pre-Registration Steps

• Company Name Approval: Reserve your desired company name.

• Documentation Gathering: Collect all necessary documents from directors and shareholders (see section below).

• Preparation: Your service provider will prepare the Articles of Association and the completed registration form.

2. Filing and Incorporation

• Filing: Submit the necessary incorporation documents to the Companies Registry.

• Certificate of Incorporation (CI): The Companies Registry issues the CI upon successful registration.

• Business Registration Certificate (BRC): The Inland Revenue Department (IRD) simultaneously issues the BRC.

3. Post-Registration Setup

• Bank Account Opening: While not strictly part of incorporation, opening a corporate bank account is a critical next step. Note that while you don't need to be physically present for incorporation, you may be required to be present in Hong Kong for bank account opening, depending on the bank.

• Statutory Kit Preparation: Your service provider will prepare the official seal, stamp, share certificates, share registers, and statutory books.

What Documents Are Needed to Register a Company?

The following documentation is typically required to set up a Hong Kong limited liability company:

For the Company:

• Articles of Association (usually provided as standard by professional firms).

• Completed Company Registration Form, including: proposed name, registered address, description of business, details of officers, member liabilities, and registered capital.

For Non-Resident Shareholders and Directors:

• Copy of Passport.

• Proof of Overseas Residential Address (e.g., utility bill).

For Resident Shareholders and Directors:

• Copy of Hong Kong Identity Card.

• Copy of Proof of Residential Address in Hong Kong.

For Corporate Shareholders and Directors:

• Copies of the parent company's registration documents, such as the Certificate of Incorporation and Articles of Association.

Note: Any document not in English or Chinese must be accompanied by an official certified translation.

Ongoing Post-Registration Compliance

Establishing the company is only the first step. Ongoing compliance is mandatory and ensures the company remains in good standing.

• Accounting & Auditing: The company must prepare and maintain accounts, which must be audited annually by a Hong Kong Certified Public Accountant (CPA).

• Tax Filing: Audited accounts and tax returns must be filed annually with the Inland Revenue Department (IRD).

• Annual Return: An Annual Return must be filed with the Companies Registry, along with the payment of an annual registration fee.

• Business Registration Renewal: The BRC must be renewed annually or every three years.

• Annual General Meeting (AGM): An AGM must be held annually (though written resolutions are allowed in lieu of a physical meeting).

Key Considerations for Foreign Entrepreneurs

Hong Kong actively encourages foreign investment, and the process is flexible for non-residents:

1. No Residency Requirement: Foreigners can be the sole director and shareholder of a Hong Kong company.

2. Overseas Operations: If you do not plan to relocate, you are free to operate your Hong Kong company from overseas.

3. Appoint Local Expertise: Due to the mandatory requirement for a locally based Company Secretary and the complexity of local laws, engaging a professional firm is the best way to ensure full compliance.

Are you ready to move forward with registering your new Hong Kong company?

Bestar Hong Kong: Your Partner for Seamless Company Incorporation & Ongoing Compliance

How to Incorporate a Private Limited Company in Hong Kong: A Detailed Guide

Bestar Hong Kong provides a full suite of professional services to make incorporating a private limited company in Hong Kong, and maintaining its mandatory compliance, quick and straightforward. For both local and foreign entrepreneurs, engaging a professional firm like Bestar is the most efficient path to realize your business ambitions.

How Bestar Hong Kong Can Help You Incorporate

Bestar streamlines the entire company formation process, acting as your local expert and designated representative. This single-point-of-contact approach ensures a smooth establishment for your new entity.

Service Area	Bestar's Role and Benefit
Pre-Incorporation	Gather essential information and reserve the company name. They handle the necessary checks and prepare the compliant Articles of Association and all required incorporation forms for your signature.
Filing & Registration	File documents with the Companies Registry (CR) and Inland Revenue Department (IRD). They manage the submission process, obtaining the Certificate of Incorporation (CI) and the Business Registration Certificate (BRC) promptly.
Statutory Kit Preparation	Prepare the new company's essential legal documents post-registration, including the official seal/chop, share certificates, share registers, and statutory books.
Bank Account Assistance	Assist with corporate bank account opening, which is often the most challenging step for non-residents. They help prepare the necessary documents and coordinate with local banks or alternative banking solutions to increase your chances of a successful application.
Confidentiality Services	If you prefer enhanced privacy for the ultimate beneficial owner, Bestar can provide services to appoint corporate shareholders and/or nominee individual directors.

Bestar's Comprehensive Ongoing Compliance Services

Hong Kong law requires companies to maintain strict ongoing compliance. Bestar provides the mandatory services your company needs for continuous good standing, allowing you to focus on your core business.

Compliance Service	Legal Requirement & Bestar's Function
Company Secretary	Mandatory. Bestar can act as your corporate secretary, handling all administrative duties: filing annual returns, maintaining statutory records, ensuring compliance with the Companies Ordinance, and communicating with the CR.
Registered Office Address	Mandatory. A physical Hong Kong address (non-P.O. Box) is required. Bestar provides this official address for all government correspondence.
Designated Representative (DR)	Mandatory. They can act as the DR responsible for maintaining the Significant Controllers Register (SCR) and reporting to the authorities upon request.
Accounting & Auditing	Mandatory Annual Audit. They manage your company's bookkeeping, prepare financial statements, and coordinate the required annual audit by a Hong Kong Certified Public Accountant (CPA).
Tax Services	Annual Tax Filing. They provide guidance on Hong Kong's low and simple tax system and assist with the preparation and filing of your company's annual profits tax returns with the IRD.
Other Advisory	Bestar offers further support, including assistance with applications for relocation visas, business licences, payroll outsourcing, and other financial and business advisory services.

Why Choose Bestar for Your Hong Kong Company Setup?

For both local and foreign entrepreneurs, leveraging professional expertise is the most secure and efficient way to register your company.

• Expertise and Efficiency: As local specialists, they are proficient in the latest Companies Ordinance updates, minimizing the risk of errors, rejection, or costly penalties.

• Integrated Solutions: They provide a one-stop solution covering incorporation, secretarial services, registered office, accounting, and tax compliance—all under one roof.

• Focus on Business: By outsourcing the administrative and regulatory complexities to Bestar, you are free to concentrate fully on building and growing your business.

Register your new Hong Kong company now and let Bestar help you fully realize your business ambitions with a quick and straightforward establishment. 🚀

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