Guide to 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 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 everyone can register of 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 register a company in Hong Kong for you.
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 has a separate legal personality 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 and 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 company 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 in company name 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:
- The Company Registry’s Cyber Search Centre
- The Company Search Mobile Service
- The Public Search Centre at the Companies Registry
- The Intellectual Property Department (“IPD”) Online Search System
2. Directors of Limited Company
- Minimum number of directors required: one
- Maximum number of directors required: unlimited
- He or she must be a natural person and at least 18 years old.
- He or she can be of any nationality and need not be resident in Hong Kong.
- He or she must not be bankrupt or convicted for any criminal offences.
- No requirement that directors to also be shareholders.
- Appointment of nominee corporate directors is allowed.
- Directors Board meetings can be held anywhere across the globe.
3. Shareholders of Limited Company
- Minimum number of shareholders required: one
- Maximum number of shareholders required: 50
- The shareholder can be a person or a company.
- The shareholder must be at least 18 years old.
- The shareholder can be of any nationality and need not be resident in Hong Kong.
- A director and shareholder can be the same or different person.
- 100% local or foreign shareholding is allowed.
- Appointment of nominee shareholders is allowed.
- Shareholders meetings can be held 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 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 the company; or
- Hong Kong accounting / legal professional, or register licensee of “Hong Kong Trust of Company Service Provider”
5. Company Secretary
- A mandatory requirement to appoint a company secretary when registering a Hong Kong company.
- If the secretary is an individual, he or she must ordinarily reside in Hong Kong.
- If the company secretary is a body corporate, it must have its registered office or a place of business in Hong Kong.
- In case of a sole director or shareholder, the same person cannot be appointed as the company secretary.
- The appointment of a nominee secretary is allowed.
6. Share Capital
- There is no minimum share capital requirement for register company in Hong Kong.
- Share capital is not limited to the Hong Kong Dollar but can be expressed in any major currency.
- Shares can be transferred freely (subject to a stamp duty fee).
- The usual practice for companies incorporated in Hong Kong is to have a minimum of one shareholder with one ordinary share issued.
- The company has to authorizes an amount of capital by its Articles of Association and file to the Companies Registry.
- The company’s members do not need to inject the amount of capital authorized to the company.
- The company must authorized at least $1 share capital in any currency, and there is no maximum limit of authorized share capital.
- It is recommended to authorize at least HK$10,000 share capital for ease of share distribution.
- Issued Share Capital (commonly known as paid-up capital) is the portion of share capital which is issued and subscribed by the shareholders. Par value is the face value of a share which is issued.
- The company can increase the authorized share capital by amendment of the company’s Article of Association.
- Stamp duty is levied when the the company increases the authorized share capital or the issued shares are transferred.
7. Registered Address
- A local Hong Kong address is required as the registered address of the company.
- 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 directors, shareholders, and company secretary.
- It is a mandatory requirement to file details of the company officers with the Hong Kong Registrar of Companies.
- In the case you want to maintain confidentiality, you can opt to appoint a corporate shareholder and nominee individual director by using the services of a professional services firm.
- Corporate tax is set at 16.5% of assessable profits for Hong Kong companies (setup in Hong Kong).
- Hong Kong taxation system follows a territorial basis of taxation.
- Only profits generated from Hong Kong are subject to Hong Kong’s tax.
- No capital gains tax, withholding tax on dividends, and no GST/VAT.
10. Annual compliance requirement
- Annual audit of accounts by Certified Public Accountants in Hong Kong is the mandatory requirement. Private Limited Company must file the audited accounts (together with tax return) annually with the Inland Revenue Department.
- Every company must file annual returns with the Companies Registry and pay the annual registration fee (BR Fee).
- The HK Business Registration Certificate must be renewed on an annual basis or once every three years, a month before expiry.
- An Annual General Meeting (“AGM”) must be held annually every calendar year. It should be held within 18 months of the date of incorporation, with an interval between each AGM not more than 15 months.
11. Government Fees
- Company registration (government fee): HKD1,720.
- The HK Business Registration Certificate (government fee)(BR Fee): HKD2,000.
- E-registration handling fee: HKD300 per officer (for e-registration only)
- 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?
- One copy of the Articles of Association for the company.
- A Notice to Business Registration Office (IRBR1)
- A duly completed incorporation form that has the following information:
- Company name
- Registered company address
- Brief description of proposed business activities
- Details of shareholders, directors and company secretary
- Member’s liability
- Share capital registered on incorporation
- Number of shares taken up by subscribers
- Information required for non-resident shareholders and directors:
- Copy of passport
- Overseas residential address proof
- Information required for resident shareholders and directors:
- Copy of Hong Kong identity card
- Copy of residential address proof
- Information required for corporate shareholders and directors:
- Copy of parent company registration documents (i.e. Certificate of Incorporation 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 Services Firm for Company Registration Services
The professional services firm will usually take care of all the necessary steps with its end-to-end company incorporation services. We, 3E Accounting Limited, offer the Hong Kong company registration services that cover:
- Company name reservation
- Prepare the necessary company incorporation documents (including Articles of Association)
- File the company incorporation documents with the Company Registrar
- Obtain Certificate of Incorporation from the Company Registrar
- Obtain Business Registration Certificate from Inland Revenue Department
- Assist you with bank account opening
- Order of common seal and stamp,
- Prepare the share certificate and share register
- Assist with on-going statutory compliance
- Assist with annual filings requirements