Complete Guide of Hong Kong Company Registration

Hong Kong, one of the important economic powerhouses in the world for Hong Kong company setup, attracts investors to do business in the country due to many reasons. From its strategic location to access the huge Mainland China markets to its vibrant investment environment for HK business registration Hong Kong, Hong Kong makes the top choice for many foreign investors for Hong Kong Company Registration. There are a number of requirements for offshore company formation Hong Kong that you must comply with when you want to register company in Hong Kong, register offshore company in Hong Kong and operate a business here via Private Limited Company. Company setup in Hong Kong has became so easy and any one can register company in Hong Kong hassle free with 3E Accounting. 3E Accounting offer the best Hong Kong limited company registration package. Engage our Hong Kong company formation services and we will register a company in Hong Kong for you.

Guide to Hong Kong Company Registration

There are four different types of business entities available in Hong Kong: limited liability company, sole proprietorship, partnership and foreign company office. Among the four business entities, the private limited liability company formation Hong Kong is the most common type of business entity registered in Hong Kong. Many foreign investors prefer limited liability companies as an offshore company in Hong Kong because it is a separate legal entity with limited liability for its owners.

This article provides comprehensive information about registering a company in Hong Kong that covers the basic company incorporation requirements, Hong Hong limited company registration procedure, timeline, and compliance requirements.

 

Who Are the Authorities / Registry?

1. Companies Registry

  • It administers and enforces the Companies Ordinance (Chapter 622, Laws of Hong Kong).
  • It is responsible for the incorporation of local limited companies (Company setup in Hong Kong) and the HK business registration of non-Hong Kong companies (companies that were not incorporated in Hong Kong and have a place of business in Hong Kong).

 

2. Business Registration Hong Kong Office

  • Under the Inland Revenue Department
  • It administers the Business Registration Ordinance (Chapter 310, Laws of Hong Kong).
  • It is responsible for registering businesses carried on by an individual, a partnership, a local private limited company, or a non-Hong Kong company.

 

3. Trade Marks Registry

  • Under the Intellectual Property Department
  • It is responsible for providing trademark registration services to members of the public under:
    • The Trade Marks Ordinance (Chapter 559, Laws of Hong Kong), and
    • The Trade Marks Rules (Chapter 559A, Laws of Hong Kong).

 

What Are the Basic Requirements for Company Registration in Hong Kong?

1. Company name

Having a Hong Kong limited company’s name is part of the requirements in registering a Hong Kong company and company formation Hong Kong.

a. Company name guidelines

  • You cannot use a Hong Kong limited company’s company name (for company setup in Hong Kong) that is currently in use or is in the process of being registered.
  • Any name that could give the impression/idea that the company is linked to the Hong Kong government or any government department is strictly not allowed for register a Company.
  • Company name can be in English or in Chinese, or in both languages. However, the combination of Chinese and English characters is not allowed for Company Registration.
  • The English company name must have the word “Limited”.
  • The Registrar could reject the registration of company name if it is offensive or it would constitute a criminal offence.
  • Reference: Guidelines on Registration of Company Names for Hong Kong Companies

b. Company Name Check
To avoid using the same company name for Hong Kong company formation services, it is advisable to run a company name search via the following channels:

 

2. Directors of Limited Company

  • Minimum number directors required: one
  • Maximum number directors required: unlimited
  • At least one director must be a natural person who must be at least 18 years old.
  • He or she can be a foreigner and Hong Kong non resident.
  • He or she is not bankrupt or convicted for criminal offences.
  • No requirement that directors also is shareholders.
  • Appointment of corporate nominee director is allowed.
  • Board of Directors meetings can hold at anywhere across the globe.

 

3. Shareholders of Limited Company

  • Minimum number of shareholders required: one
  • Maximum number of shareholders required: 50
  • The shareholder(s) can be a person or a company.
  • The shareholder(s) is at least 18 years old.
  • The shareholder(s) can be a foreigner and Hong Kong non resident.
  • A director and shareholder(s) can be the same or different person.
  • 100% Foreign or local shareholding is allowed. There is no foreign shareholding restrictions.
  • Nominee shareholders is allowed for Hong Kong companies.
  • You can hold shareholders’ meetings at anywhere across the globe.

 

4. Significant Controllers Register and Designative Representative

  • The Significant Controllers Register can be kept in hard-copy or electronic form store in the company’s Hong Kong Registered Office Address or a place in Hong Kong.
  • The Significant Controllers Register contains the particular details of the person(s) who have significant controlling interest to the company.
  • The company is responsible to obtain and identify the up-to-date information of its Significant Controller(s)
  • The company is responsible to prepare and keep the register available for law enforcement officers’ inspection
  • The company must appoint at least one person as the company’s Designated Representative.
  • The person is responsible to provide assistance for law enforcement officers to access the company’s Significant Controllers Register.
  • The person must be either:
    • Hong Kong resident aged 18 or above, who is the company’s shareholder, director, or an employee of the company; or
    • Hong Kong accounting / legal professional, or registered licensee of “Hong Kong Trust of Company Service Provider”

 

5. Company Secretary

  • A mandatory requirement to appoint company secretary when registering a Hong Kong company.
  • If the secretary is an individual, he or she need to be an ordinarily reside in Hong Kong.
  • If the company secretary is body corporate, its business place or registered office address must be in Hong Kong.
  • If the company has only sole director, he cannot himself acts also as the company secretary of the company.
  • Appointment of a nominee company secretary is allowed.

 

6. Share Capital

  • No share capital minimum amount requirement for register company in Hong Kong.
  • Share capital is not limited to the Hong Kong Dollar and can be expressed in any major currency.
  • Shares can be transferred freely (subject to a stamp duty fee).
  • The usual practice for companies registered in Hong Kong to have at least one shareholder with one ordinary share be issued.
  • Issued Share Capital (commonly known as paid-up capital) is the portion of share capital which is issued and subscribed by the shareholders.

 

7. Registered Address

  • Local Hong Kong address is required as the company registered address.
  • A P.O. Box cannot be treated as the registered company address.
  • Only a valid physical address is accepted as the registered address of the company.

8. Public Information

  • Public information refers to information about shareholder(s), director(s), and company secretary.
  • It is a mandatory requirement to update your company officer(s) details with the Hong Kong RC (Registrar of Companies).
  • In the case you want to have more confidentiality, you can opt to appoint a nominee corporate shareholder and nominee director.

 

9. Taxation

  • Under the two-tiered profits tax rates regime, Corporate proifts tax rate for the first $2 million of assessable profits is 8.25%. Assessable profits above $2 million is subject to tax rate of 16.5%.
  • Hong Kong taxation system is on territorial basis.
  • Only profits generated from Hong Kong are subjected to Hong Kong’s income tax.
  • No capital gains tax, no dividend withholding tax, and no GST/VAT.

 

10. Annual compliance requirement

  • Annual audit of accounts by HK Certified Public Accountants is a mandatory requirement. Private Limited Company must file its audited accounts and income tax return annually with IRD, Inland Revenue Department.
  • All company must file annual returns with CR, Companies Registry and pay the annual business registration fee (BR Fee).
  • The HK Business Registration Certificate must be renewed annually or once every three years, a month before expiry.
  • Annual General Meeting (“AGM”) must be held every financial year. Company must hold its AGM within 9 months after its financial year end date. In the case of the first financial period which is longer than 12 months, the company must hold its AGM within 9 months after the first anniversary of the company’s incorporation ; or 3 months after the end of that financial period, whichever is the later.
  • A company can dispense with the holding of AGMs by a written resolution or a resolution at a general meeting passed by all members. Also, a single member company is not required to hold an AGM.

 

11. Government Fees (on or after 1 April 2019)

  • Company registration (government fee): HKD1,720.
  • The HK Business Registration Certificate (government fee)(BR Fee): Refer to Business Registration Fee.
  • Levy to the Protection of Wages on Insolvency Fund
  • one-year certificate: HKD250
  • three-year certificate: HKD750

 

What Are the Documents Needed for Hong Kong Company Registration?

  1. Company’s Articles of Association.
  2. A Notice to Business Registration Office (IRBR1)
  3. A completed company incorporation form with the following information:
    • Company name
    • Registered company Hong Kong address
    • Proposed business activities description
    • Details of director(s), shareholder(s) and company secretary
    • Member’s liability
    • Share capital register on company incorporation
    • Number of shares subscribed by the subscribers
  4. Information required for non-resident director(s) and shareholder(s):
    • Passport copy
    • Proof of overseas residential address
  5. Information required for resident director(s) and shareholder(s):
    • Hong Kong identity card copy
    • Proof of residential address copy
  6. Information required for corporate director(s) and shareholder(s):
    • Parent company registration documents copy (i.e. Company Incorporation Certificate and Articles of Association)

 

What is the Company Incorporation Process?

The company incorporation process at the Hong Kong Companies Registry (“CR”) is fast and easy. There are three ways of application available to submit your application:

  • Via the online application via the 24-hour portal e-Registry,
  • Via the “CR eFiling” mobile application which can be downloaded from App Store or Google Play (free of charge), or
  • By submitting the documents in hard copy to the CR

It takes only one hour to process the application for company incorporation and business registration if it is submitted online. Hard copy applications will usually be processed in the four-day window.

 

Engaging a Professional Accounting Firm for Company Registration Services

The Accounting firm will usually handle all the required steps with its end-to-end company incorporation services. We, 3E Accounting Limited, offer Hong Kong company registration services that cover:

  • Company name reservation
  • Prepare the required company registration documents (included Articles of Association)
  • File the company registration documents with the CR, Company Registrar
  • Get Certificate of Incorporation from the Company Registrar
  • Get Business Registration Certificate from the IRD, Inland Revenue Department
  • Assist with bank account opening
  • Ordering of common seal and stamp,
  • Issuing of share certificates and share register
  • Assist with on-going statutory compliance
  • Assist with annual filings requirements