Hong Kong Limited Company Incorporation

How to incorporate a Private Limited Company in Hong Kong

Most companies operating in Hong Kong are Private Limited Companies. Your company name can be in Chinese, English or a combination of both but it cannot be either identical or deceptively similar to a name that is already used by another corporation. After you have submitted your company name to us we will confirm its availability and prepare all the documents for incorporating your company, including the Memorandum and Articles of Association, appointment of first directors and company secretary, notice of registered office and application for the business registration certificate; these all need to be signed and returned before we can proceed.

In order to receive the Certificate of Incorporation we then pay all appropriate fees and file the following documents with the Companies Registry:

  • Memorandum and Articles of Association of the company
  • A Statutory Declaration of Compliance
  • Amount of Share Capital, both authorised and issued

Once we have received the Certificate of Incorporation from the Companies Registry we will file the following documents:

  • Notification of Appointment of First Directors and Company Secretary
  • Letter of Appointment of First Directors
  • Consent to Act as Director
  • Notification of Situation of Registered Office

Finally, in accordance with Company Ordinances, a company incorporated in Hong Kong must apply to the Inland Revenue for a Business Registration Certificate within one month of its incorporation. We will do this for you and pay all necessary fees as part of our incorporation package.

It only takes 10 days to incorporate your company in Hong Kong.

Formacompany has over 20 years’ experience forming companies in Hong Kong and across the world, and our staff will be available to offer advice and support through the entire incorporation process, from initially selecting a suitable company name through to finally commencing taxable activities.

What you need to incorporate a Private Limited Company in Hong Kong

To begin incorporation of your Limited Company we will require the following:

  • Proposed company name, either in English or Chinese or both
  • Copy of passport and address of the shareholders, if they are not Hong Kong Residents
  • Copy of passport and address of the directors, if they are not Hong Kong Residents

Registered Office

  • Private Limited Companies must maintain a registered office in Hong Kong where official correspondence is sent, this may be a commercial or residential address and it is normally the main place of business of the company. If you do not have an available office in Hong Kong we can arrange one for you as part of our Corporate Administration Package.

Director Requirements

  • Only one director is required and there are no restrictions on nationality or residency. Corporate directors are permitted..
  • There is no requirement for board meetings to be held in Hong Kong.
  • The sole director cannot be the secretary of the same company.

Shares and Share Capital requirements

  • Only one shareholder is required and this can be a person or a corporation. There is no upper limit to the number of shareholders and 100% foreign shareholder ownership is allowed. Nominee shareholders are permitted and we can provide this service.
  • The share capital requirement is only HK$10,000.
  • The minimum issued capital is two shares of HK$1 each.
  • Separate classes of shares with different rights to dividends are permitted, subject only to any restrictions in the company’s Articles of Association.
  • Shares may be issued with or without par value and in any currency

Ready Made Companies

  • We have shelf companies in Hong Kong currently available, with standard Memorandum and Articles designed to permit most general activities; making it possible to commence business at very short notice. Our ready made companies are in good standing, are not the subject of any insolvency proceedings and have not entered into any contracts or engaged in any business activities.

What you receive after setting up your new business

  1. Original Certificate of Incorporation
  2. Original share certificates
  3. Original government receipt as evidence of payment of annual company registration and license fees

Advantages of Registering a Private Limited Company in Hong Kong

  1. Incorporating in Hong Kong does not require you to travel. There is no requirement for you to travel to Hong Kong to incorporate your company and all stakeholders can attend the Annual General Meeting remotely.
  2. Companies are not taxed on income from outside of Hong Kong. This provides a very attractive setting for any international business seeking a tax free haven.
  3. Incorporating in Hong Kong can provide extensive confidentiality for the owners of the company. Ultimate beneficial owners are not disclosed if using our nominee shareholder service.
  4. Company documents do not need to be translated. Chinese or English can be used in the corporate documents.
  5. Limited companies in Hong Kong are flexible to administrate. No books and records have to be kept in Hong Kong, company records can be kept anywhere in the world.

Important Information about Incorporating a Private Limited Company in Hong Kong

  • The Business Registration Fee is payable within a month after incorporation and then annually thereafter.
  • A Hong Kong company must have a company secretary this can either be an individual or a limited company. If the secretary is an individual, they must be a resident in Hong Kong. If the secretary is a corporate body, then its registered office must be in Hong Kong. Our incorporation fee allows for a resident company secretary.
  • Every year an annual return must be filed with the Registrar of Companies showing changes in:
    • Share Capital
    • Name and address of each shareholder and every person who ceased to be a shareholder in the year
    • No financial statements need be attached
    • Shareholder information is restricted only to the registered shareholders – ultimate beneficial owners are not disclosed if using our nominee shareholder service.

No financial statements need be attached

  • Hong Kong companies are regulated by an Ordinance based on UK company law. Apart from tax related matters, the only other compliance requirement is that an Annual General Meeting is held within 18 months of incorporation, then at least once every year thereafter to receive the accounts and to elect/appoint officers.
  • The names of directors appear in public records
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