Company Registration Requirements in Hong Kong

Primary Requirement for Hong Kong Company Registration

  • A Foreigner can be Director & Shareholder
  • One Director & Shareholder can form a Company
  • No legal requirement for Local Resident Director or Shareholder.
  • A Registered Office Address in Hong Kong
  • A Hong Kong based Company Secretary 
  • Lower Tax Rate | Can be operated from overseas without physical presence
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Why Hong Kong Best Place for Company Setup?

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.

A private limited company that is incorporated in Hong Kong is able to take advantage of all the tax benefits and concessions available to any fully incorporated business in Hong Kong, including the Closer Economic Partnership Arrangement (CEPA), a free trade agreement with Mainland China.

Requirements for Hong Kong Company Registration

Directors
Minimum of one individual director, but no maximum limitation. 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 procedures. 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.

Documents Required for Company Registration in Hong Kong

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.

If you are a Foreigners ! Know Important Facts here

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.

OUR CONSULTANT ASSIST YOU IN DOCUMENTATION AND ARRANGEMENT OF ADDRESS AND COMPANY SECRETARY TO MAKE ENSURE SMOOTH REGIATRATION OF YOUR COMPANY. 

Post Company Registration Maintenance and Compliances

  • Maintaining one director, one shareholder;
  • Maintaining local registered address and local company secretary;
  • Renewal business registration certificate;
  • Annual return filing;
  • Tax return filing with audited financial statements.

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

Maintenance of Accounts, Audit and Tax Filing

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 and Filings

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.

BRIEF OVERVIEW OF DIFFERENT TYPE OF COMPANY SETUP IN HONG KONG

SO far We have Discussed above is related to LIMITED COMPANY - Specially focused on a Private Limited Company Incorporation Requirements and Compliances thereafter. 

HERE FIND MORE DETAILS STEP BY STEP DIFFERENT TYPES OF COMPANY, THEIR SPECIAL FEATURES AND INCORPORATION AND BUSINESS REGISTRATION PROCESS, GOVT FEE, ETC.

STEP 1

DECIDE ON A COMPANY TYPE AND NAME

Different company types are available for different business requirements. 

A Limited Company (Private Limited or Public):

  • This is the most common company type
  • This is a company which is incorporated in Hong Kong
  • Owners can take advantage of all the tax benefits and concessions available to any fully incorporated business
  • They can enjoy benefits such as the Closer Economic Partnership Arrangement (CEPA), a free trade agreement with Mainland China.

A Branch Office of a Parent Company: 

  • This is for companies that are incorporated outside of Hong Kong and establish a place of business in Hong Kong
  • They must register with the Companies Registry as a ‘Registered Non-Hong Kong Company’ within one month of establishment
  • Unlike a subsidiary limited company, a branch office is not a separate legal entity from the parent and can leverage funds off the credit rating of its owner.

Representative Office:

  • They cannot engage in profit-making activities and can only fulfil limited functions
  • They are useful for companies looking to explore the Hong Kong market before making a larger investment
  • If a decision is made to enter into a transaction which creates a legal obligation, it must change the business to a limited company or branch office.

STEP 2

INCORPORATE A COMPANY

Easy Application
Any application for company incorporation will include a simultaneous application for business registration. 

How to Apply
There are three ways to submit you application – either online via the 24-hour portal e-Registry, via the “CR eFiling” mobile application which can be downloaded free of charge, or by delivering the documents in hard copy to the CR with the correct fees.

Required documents: 

  • Incorporation Form (Form NNC1 for company limited by shares) or Form NNC1G (for company not limited by shares);
  • A copy of the company’s Articles of Association
  • A Notice to Business Registration Office (IRBR1)

Fees
The fees for incorporating a company limited by shares are:

Incorporation

  • Company Registration fee – HK$1,720 (If unsuccessful, an application for a refund of HK$1,425 may be made)

Business Registration and Levy

  • Business registration fee – After 1 April 2019,  fee is reduced to HK250 for a one-year certificate; HK$3,950 for a three-year certificate
  • Levy to the Protection of Wages on Insolvency Fund – HK$250 for a one-year certificate; HK$750 for a three-year certificate

Please refer to https://www.ird.gov.hk/eng/pdf/brfee_table.pdf for the latest fees details.

Other relevant fee:
https://www.cr.gov.hk/en/services/fees.htm

Processing Time
Online applications for company incorporation and business registration are normally processed within one hour. Hard copy applications will typically see the Certificate of Incorporation and Business Registration Certificate issued within four working days.

BANK ACCOUNT OPEN

Post incorporation open a corporate account with any bank in Hing Kong. Physical presence is must in Bank account opening.

STEP 3

Register the Business

Businesses must be registered with the Business Registration Office of the Inland Revenue Department within one month of starting business.

Once you have registered your business, you must display your Business Registration Certificate at your place of business.

Easy Registration
Applications for company incorporations includes a simultaneous application for business registrations. Apart from the incorporation documents, you must also deliver the following to the Company Registry (CR) when you make your application for company incorporation:

  • A Notice to Business Registration Office (IRBR1)
  • Business registration fee: HK$2,000 for a one-year certificate; HK$5,200 for a three-year certificate
  • Levy to the Protection of Wages on Insolvency Fund: HK$250 for a one-year certificate; HK$750 for a three-year certificate

Please note there might be some concessions from time to time. Please refer to the portal https://www.ird.gov.hk/eng/tax/bre_lcc.htm for business registration fee and levy table for current charges.

Processing Times
Applications for business registration made in paper form will have their business registration certificates issued in 30 minutes over the counter, or in two working days by post.
Business registration certificates applied under the one-stop company incorporation and business registration service will be issued together with the Certificate of Incorporation by CR, normally within one hour for online applications or four working days for hard copy applications.

FAQs
    • Hong Kong SAR adopted territorial tax regime under which only incomes derived inside Hong Kong are subject to corporate income tax. The two-tier tax rates applied for the fiscal year 2018/19 onwards are presented below:

      Net assessable income of the first 2mil HKD is taxed at 8.25%
      The remainder is taxed at 16.5%
      In addition, there are no sales, capital gains, most interest and dividend incomes, withholding taxes in Hong Kong.
    • 1) Minimum one director and one shareholder, which can be the same person.
      2) A local registered address in Hong Kong.
      3) A local company secretary, which can be a Hong Kong resident (above 18 years old) or Hong Kong registered company.
    • It normally takes only 1-3 working days for e-filing and registration.
    • Yes. A Foreigner is allowed to take up 100% ownership in a Hong Kong company and can be the sole director and shareholder.
    • Minimum one director and one shareholder are required. Moreover, at least one natural person must be appointed as a director. Corporate directors are only approved with specific conditions.

      A person can be the sole director and shareholder of a company. But the sole director cannot be company secretary of the same company.
    • Yes, information of directors and shareholders must be filed for registration with the Company Registrar. The company is also responsible for identifying company’s significant beneficial owners and have to register with the Registrar.
    • There is no required minimum registered capital to open a Hong Kong private company, and the standard is HK$10,000.
    • Ordinary (registered shares), preferred shares, voting and non-voting shares, share with no par value, redeemable shares, shares with special voting rights.
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