Basic Requirements and Facts for Hong Kong Companies

Company name– The company name must be approved before you can proceed with the incorporation of a Hong Kong company. Company nameswill not be approvedfor registration if they arethe same or too similar to any existing companies, or too similar to any departments of the Government of the HKSAR.  Certainnamesthat are specialized for some industriessuch as Bank, Trade Association,or considered by the Companies Registrar to be misleading to the public will not be allowed for registration.

Directors - Every private company incorporated in Hong Kong must have at leastone director.  A minimum of one director and unlimited maximum number of directors allowed. The director could be a person or a company. The director 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 directors can also be appointed. 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– Appointing a company secretary is mandatory.Company secretary must be acted by individual permanently resided in Hong Kong or by other private company incorporated in Hong Kong.  One of the directors of a company can also act as the secretary, but a company with a sole director and shareholder shall not have the same person to be the company secretary of the company.

Authorized Capital- Authorized capital (if fully issued) is the maximum financial liability borne by shareholders.  In general, authorized capital is set at HK$10,000 with face value of HK$1.00 per share (minimum face value can be set at HK$0.01).  The authorized share capital can be increased any time after the company has been incorporated.

Registered Office 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 Company Registrar. If you wish to maintain confidentiality you can appoint a nominee shareholder and nominee 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.