How to set up Hong Kong Company?

    Limitless International Holding Limited

    Hong Kong Company Registration Guide

    The most common type of business entity registered in Hong Kong is a private limited liability company. Limited liability companies have a separate legal personality, limited liability for its owners, strong public perception and an enduring structure; raising capital and transfer of ownership is easier when compared to other business structures such as sole proprietorship and partnership. Foreign business professionals often refer to this type of entity as an offshore company in Hong Kong. Governed by the Companies Ordinance of Hong Kong, any person (foreign or local) above the age of 18 can setup a Hong Kong company.

    This article provides detailed information about registering a private limited liability company in Hong Kong including basic incorporation requirements, procedure and timeline, post-incorporation procedures etc. Irrespective of whether you are a local or foreign entrepreneur, you are strongly advised to engage the services of a professional firm as such firms are well versed with the local legislations governing companies and are also experienced in handling ongoing regulatory and compliance requirements.

     

    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.

    Directors - 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. The secretary, if an individual, must ordinarily reside in Hong Kong; or if a body corporate, must have its registered office or a place of business in Hong Kong. It has to be noted that in case of a sole director/shareholder, the same person cannot act as the company secretary. The company secretary is responsible for maintaining the statutory books and records of the company and must also ensure the company’s compliance with all statutory requirements. A nominee secretary can be appointed.

    Share Capital – There are two types of share capital for Hong Kong companies – authorized capital and issued / paid-up capital. Although there is no minimum share capital requirement, the general norm for companies incorporated in Hong Kong is to have a authorized share capital of HKD 10,000 represented by 10,000 ordinary shares of HKD 1.00 each. The authorized share capital can be increased anytime after the company has been incorporated. However, you will have to pay the Hong Kong government a capital duty of 0.1% for share capital over HKD 10,000. The capital duty is capped at HKD 30,000 in each case. The minimum issued/paid-up capital is usually 1 share of HKD 1.00. There is no limit or restriction on the maximum amount of share capital for both types. Share capital can be expressed in any major currency and is not restricted to the Hong Kong Dollar alone. Shares can be freely transferred, subject to a stamp duty fee. Bearer shares are not allowed.

    Registered 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.

    Usually, it takes about 4-7 working days to incorporate a company in Hong Kong.

    CONSIDERATIONS FOR FOREIGNERS

    Foreigners who wish to register an offshore limited liability company in Hong Kong, must take into consideration the following points:

    Foreigners are free to be the sole directors and shareholders of a Hong Kong company. There are no local resident requirements.

    Although their is no requirement to be physically present at the time of company registration, physical presence may be required for the purpose of opening 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 company from overseas. They can travel to Hong Kong on a visitor visa as and when required. Frequent travelers may wish to apply for HKSAR Travel Pass.

    Foreigners who plan to relocate to Hong Kong to operate their offshore Hong Kong company are required to obtain an appropriate relocation visa type. For more details, see Hong Kong Visa Types guide.

    DOCUMENTS REQUIRED FOR COMPANY REGISTRATION

    To setup a Hong Kong limited liability company, normally the following documents will be required:

    A copy of the Memorandum and Articles of Association (MAA) for the company. A standard MAA document is normally provided by the professional services firm who is assisting with incorporation of the company.

    A duly completed incorporation form that includes the following:

    Company name

    Registered address

    Brief description of business activities

    Particulars of shareholders, directors and company secretary

    Liability of members

    Share capital registered on incorporation

    Number of shares taken up by subscribers

    For non-resident shareholders and directors:

    Copy of passport, overseas residential address proof, bank reference letter

    For resident shareholders and directors:

    Copy of Hong Kong identity card

    For corporate shareholders and directors:

    Copy of parent company registration documents such as Certificate of Incorporation and Memorandum & Articles of Association

    Note: Officially certified translated versions for any non-English documents must be provided.

     

     

     

    Limitless International Holding Limited

    Our services include:

    • International taxation

    • Global corporate formation and management services

    • Global trust, foundation and fiduciary services

    • Global trade services including documentary credits and logistics

    • Family and private office solutions in all aspects of structuring and VIP client needs

    • Succession and wealth planning for wealthy individuals, conglomerates and oligarchs

    Please contact us:

     

     

    Wenny

    Mobile: +971 504403292

    Tel: +971 4 2384588

    QQ: 1764765269

    Emai: wenwen.h@limitless-holding.com

    Office:  Office 201,  Al  Rostamani Building,  Al Ithihad Road, Deira , P.O Box: 127544

     

    Limitless International Holding Limited

    Limitless International Holding Limited

    Global corporate formation and management services,Global trust, foundation and fiduciary services
    Full description

    Limitless International Holding Limited

    Our services include:

    • International taxation

    • Global corporate formation and management services

    • Global trust, foundation and fiduciary...