HK Company Registration Requirements

Hong Kong Limited Company

Registration Requirements & Quick Facts

Company Name

Company name must be unique and must not include restricted words
Company name can be in English, Chinese or both
Company name cannot be a combination of English words/letters and Chinese characters
Company name must end with the word “Limited”
Company name should not cause confusion to the public

Share Capital

Minimum capital is 1 Share @ HK$1.00
Share Capital should be fully paid up, or it may affect the dividend payout in the future
Authorized share capital is not applicable
Shareholder's liability is up to the total paid up capital contributed only

Director

Must be at least 18 years of age
Director is the person who participate the day to day operation of the company, director liability is unlimited
Directors and shareholders can be the same entity
No restriction on any nationality/domicile/residence
Minimum 1 director and no maximum, they must not be bankrupt or convicted for any malpractices
Local director is not required

Shareholder

Must be at least 18 years of age
Shareholder is the investor of the company, do not involve day to day operation like director
Shareholders and directors can be the same entity
No restriction on any nationality/domicile/residence
Minimum 1 shareholder and maximum 50 shareholders
Shareholder's liability is up to the total paid up capital contributed only

Company Secretary

A role to ensure the company comply with the laws, regulations and compliance standards of Hong Kong
Every company must have at least one individual as Company Secretary
Sole director cannot be nominated as the company secretary of the same company
Individual company secretary must be HKID holders and ordinarily resident of Hong Kong
Hong Kong companies registered under TCSP can be nominated as company secretary
Company can nominate TCSP Licensee/accounting professional/legal professional as Company Secretary as a service

Registered Office Address & Location of Registers

Every company must have a Hong Kong address as Registered Office Address
Private address only, public housing address is not allowed
Registered Office Address can be different from the Business Address and Branch Address
Registered Office Address can also serve as location of Registers

Designated Representative

Designated Representative must be available at the Registered Office Address in Hong Kong, to provide document/assistant to law enforcement officer over SCR matters
Company can nominate TCSP Licensee/accounting professional/legal professional as Designated Representative

Authorized Representative

(Non-HK Company Only)

Every non-HK company must have an authorized representative to accept service of process
Authorized Representative must be HKID holders and ordinarily resident of Hong Kong
Company can nominate accounting professional/legal professional as Authorized Representative

HK Bank Account Opening

Face to face bank meeting is compulsory
All directors and shareholders with more than 10% shareholding must attend the first bank meeting in Hong Kong
Appoint representative for bank account opening meeting is not applicable
Minimum bank deposit HK$50,000
Multi-Currency Account is available (USD, EUR, GBR and other major currencies)
Subject to bank's approval, result will be usually available between 4-6 weeks after the first bank meeting
No controls on foreign exchange
Company can choose to open bank account overseas too (documents notarization may be required)

Annual Compliance

Taxation

Territorial source principle of taxation- Hong Kong Source Income is subject to Profits Tax
For offshore profits, companies have to declare offshore income and Tax Return filing remain compulsory
Two tiered profits tax rates regime applies: 8.25% on the first HK$ 2 million of assessable profits, and 16.5% for corporations on the remainder of assessable profits
Profits Tax Return must be submitted annually for limited companies
Tax Year: Most companies start from 1 April of a year to 31 March of the subsequent year
Tax losses can be carried forward
Double taxation arrangement is applicable