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Basic Requirements and Facts for Hong Kong Companies

Company name – The name of your company must pass approval before your Hong Kong company can be incorporated.

Directors – Hong Kong requires at least one director, with an unlimited number of maximum directors permitted. Directors can be a person or a company, and they can be any nationality. They are not required to be a Hong Kong resident. Directors must be 18 years or older, and they cannot be bankrupt or have been convicted for any malpractices.

Shareholders – Hong Kong limited private companies are permitted to have a minimum of one shareholder with a maximum of 50 shareholders. Shareholders do not have a residency requirement. Directors and shareholders can be the same person or different people, and shareholders can be a person or a company. Shareholders must be 18 years or older and can be any nationality. Shareholding is permitted to be 100% local or foreign.

Company Secretary – It is mandatory that you appoint a company secretary. If that secretary is an individual, they are usually required to reside in Hong Kong; if the secretary is a body corporate, their registered office or place of business must be in Hong Kong. In the case of a sole director/shareholder, that person cannot also perform as company secretary. Company secretaries are obligated to maintain the statutory books and company records, and they are also required to ensure company compliance with all statutory requirements.

Share Capital – For Hong Kong companies, the two categories of share capital are authorized capital and issued (paid-up) capital. There is no minimum share capital stipulation, but the basic norm is an authorized share capital of HKD 10,000, represented by 10,000 ordinary shares of HKD 1.00 each. Approved share capital can be increased at any point after company incorporation, but you must pay the Hong Kong government a capital duty of 0.1% for share capital over HKD 10,000. Capital duty will be limited to HKD 30,000 in each instance. Typically, 1 share of HKD 1.00 would be the minimum for issued or paid-up capital, and there is no cap or restriction for the maximum amount on either type of share capital. Share capital is not restricted to the Hong Kong dollar, but can be represented in any major currency. Shares are able to be transferred with a stamp duty fee. Bearer shares are not permitted.

Registered Address – Hong Kong companies must supply a local Hong Kong address as their registered company address. Registered addresses cannot be a PO Box, they are required to be a physical address.

Public Information – Hong Kong company laws require that details about company officers or directors, as well as shareholders and the company secretary are public information. Companies must file details with the Hong Kong Company Registrar.

Taxation – Corporate tax, also known as profits tax, is fixed at 16.5% of assessable profits for companies registered in Hong Kong. A territorial basis of taxation is followed in Hong Kong, meaning that profits that come from within or are derived from Hong Kong are the only profits subject to taxes in Hong Kong. Hong Kong does not have capital gains tax, withholding tax on dividends or GST/VAT.

Ongoing Compliance – Companies in Hong Kong are required to prepare and maintain accounts.

It is mandatory for companies to prepare and maintain accounts. Accounts are required to be audited by Certified Public Accountants in Hong Kong on an annual basis. Companies must file annual returns with the Companies Registry and pay the annual registration fee.

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 to pay the annual registration fee. The Business Registration Certificate needs to be renewed either one month before expiration annually, or once every three years, depending on the case.
Each calendar year, an Annual General Meeting must be held. The AGM must be conducted within 18 months of company incorporation, after which no more than 15 months can elapse between one AGM and the next. In lieu of Annual General Meeting, a written resolution is allowed. It typically takes about 2-3 weeks for company incorporation in Hong Kong.

Considerations for Foreigners

Foreigners should take a few factors into review when planning to register an offshore limited liability company in Hong Kong.