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

  • Annual Return Filing (Registration Information Update, not related to Tax)

  • Business Registration License Renewal

  • Tax Return Filing (i.e. Accounting & Auditing)

  • Employer's Return filing

  • Annual General Meeting (Single member company is not required)

 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