In Hong Kong most companies are incorporated as private limited companies (limited by shares).
These are the basic requirements for company formation in Hong Kong:
Typically it takes about 4-7 working days to incorporate a company in Hong Kong. If you are located overseas, however, it may take longer owing to the logistics of signing and couriering the relevant company formation documents.
A company may be registered with an English name, a Chinese name, or an English and a Chinese name. A company name with a combination of English words/letters and Chinese characters is not allowed. An English company name must end with the word “Limited” and a Chinese company name must end in the Chinese characters equivalent of the word “limited”.
No. Hong Kong company formation law does not permit bearer shares.
You do not need to be physically present at the time of company incorporation. However, depending on the bank that you choose, you may need to meet with the bankers in Hong Kong personally at the time of account opening.
Assuming that you are a foreign national, the service provider you choose to incorporate your company will usually require the following documents from you:
Directors and shareholders of a Hong Kong company should be 18 years of age or older.
After the company has been registered with Company Registrar, you will be able to proceed with opening the bank account. Typically, the time needed to open a bank account can range between 2-10 days, although that can vary from bank to bank.
Hong Kong company formation laws mandate that every company formed in Hong Kong, unless specifically exempted, must file audited accounts with the Inland Revenue Department of Hong Kong, along with its profits tax return, on an annual basis. The auditor must be a member of the Hong Kong Society of Accountants and must hold a practicing certificate. There is no requirement to file accounts with the Companies Registry.
The following companies are exempt from submitting audited accounts together with their profits tax return:
A dormant limited company in Hong Kong is a company that is legally described as having no relevant accounting transactions in a fiscal year. A relevant accounting transaction, by Companies Ordinance’s definition, is one that is entered in the company account books, like receipts and expenditures and the purchases and sales of goods, as well as assets and liabilities. Not included are transactions that come from paying Ordinance-required fees.
Under the Companies Ordinance, a company can pass a resolution which authorizes directors to make a statutory declaration, stating that the company will become dormant, and then to deliver a copy of the declaration to the Registrar.
That company will be deemed a dormant company, effective to the date of delivery, or a later date if specified in the declaration.
Yes. Private limited companies that are deemed dormant under the Companies Ordinance in Hong Kong will be exempt from filing yearly returns to the Companies Registry, as well as holding annual general meetings, appointing auditors and preparing audited accounts. They must, however, file a profits tax return with the Inland Revenue Department.
A foreign entrepreneur wishing to relocate to Hong Kong to operate their company must apply for what is called an “Investment Visa”. The application for the Investment Visa is comparable to applying for an Employment Visa under the General Employability Policy, with the exception that this visa is intended for company owners. It’s important to note that you can only apply for an Investment Visa after company formation.
Any major currency is permitted, with the Hong Kong Dollar being the preferred currency of choice.
A professional services firm is not required for incorporating your Hong Kong company if you are residing in Hong Kong; it is your choice if you wish to self-incorporate the company. The incorporation procedures and ongoing statutory compliances are highly complex, however, so hiring a professional services firm is recommended.
Non-residents planning to incorporate a company in Hong Kong are mandated to hire a professional services firm to represent you.
A local shareholder or director is not required for incorporating your Hong Kong. You will probably need a corporate services provider to maintain the company’s ongoing statutory compliance purposes. Typically, your corporate service provider will act as secretary as well as the registered address agent. In addition to these services, they will manage annual filing for the company and carry out nominee director and nominee shareholder services, if necessary.
No, it does not. Hong Kong company incorporation laws require that all directors are seen as the same, and all directors should complete fiduciary and other duties and responsibilities.
Yes. All details regarding company officers or directors, shareholders and the company secretary is required to be public per Hong Kong company incorporation laws. Filing those details with the Companies Registry is mandatory upon incorporating a Hong Kong company. If you wished for those details to remain confidential, that could be accomplished by appointing a nominee shareholder and director from your corporate service provider.
Yes. Directors and shareholders are permitted to be natural persons or body corporates.
Company incorporation is governed by the Companies Registry of Hong Kong. It is possible that actual business activities could be controlled or regulated by different government authorities, and there may be permits or business licenses required before you can perform business activities. Some businesses that need a license to operate include: restaurants, travel or employment agencies, lawyers, insurance brokers, fund managers, childcare centers, banks, etc. Business licenses can only be applied for after incorporation of a Hong Kong company.
It’s a requirement that every Hong Kong incorporated company has a registered office in Hong Kong from its incorporation date. That address will be the company’s legal address for receiving notices and proceedings, and that address can be different than its business address
You can use your Hong Kong-based residence address for a smaller-scale business.
Stamp Duty on share capital can also be referred to as “capital duty” in other nations. In Hong Kong, Stamp Duty on share capital in Hong Kong has the following characteristics:
Stamp Duty is payable on:
The rate of Stamp Duty and time limit for stamping is as follows:
Note: Certain exemptions apply to specific transfers relating to a stock borrowing and lending arrangement.
Annual filing requirements include:
No. There is no such requirement.
For private enterprises, some common types of business entities are:
Yes. Companies in Hong Kong are permitted to hire foreign employees to work in Hong Kong. Companies are required to file an employment visa for every such employee and to have it approved by the governing authorities. Different arrangements in the employment visa category provide for different groups of employees:
Yes. A company name is able to be changed at any point after incorporation. The company would need to pass a special resolution, and a “Notification of Change of Company Name” would need to be filed through the Companies Registry during the 15 days after the Special Resolution passes. As soon as the changed name is approved, the company will have a Certificate of Change of Name issued.
Two ways that a company can be closed are “Liquidation/Winding Up” or “De-Registration”.
Deregistering a company is usually a simple process, and is less expensive and faster than winding up or liquidation. There are certain stipulations for a company to fulfill in order to de-register. That process can take between 5-7 months depending on the complexity of the procedure. Winding up a company is a complicated, long-term process and is very expensive.