Incorporation of a Hong Kong private limited company takes around 7 days and ready-made companies are available.
Our Hong Kong company formation package includes the following:
Requirements for the formation and registration of a Private Limited Company in Hong Kong:
We organise the preparation of the Memorandum and Articles of Association and the Declaration of Compliance for your Hong Kong company. Then the following documents are filed with Companies Registry together with the appropriate fees for the application of the Certificate of Incorporation:
We receive the Certificate of Incorporation from Companies Registry and then, file the following additional documents:
Your proposed company name can be in either in English, Chinese or registered in both languages. After confirmation of the availability of the your company name with the Companies Registry, we prepare all the documents for incorporating your Hong Kong company.
Only one director is required for you Hong Kong company and there are no restrictions on nationality and there is no requirement for board meetings to be held in Hong Kong.
Only one shareholder is required and shareholder meetings do not have to take place in Hong Kong. Nominee shareholders are allowed and anonymity can be achieved by the use of our nominee shareholder service.
A Hong Kong company must have a Company Secretary who 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 company, then its registered office must be in Hong Kong.
INITIAL COMPANY SECRETARIAL SERVICES INCLUDE -
Transfer of subscriber shares to new shareholders (limit to Ready-Made Company)
Prepare documents relating to appointment of first directors; company secretary, registered office, allotment of shares (if any)
Minutes for the first directors’ meeting
Minutes for opening bank accounts and certified by CPA if required
Business registration certificate application
We can act as the named Company Secretary for your Company.
(a) Companies Registry Compliance Alert & Reminders
(b) Named Company Secretary registered with Companies Registry for 12 months
(c) Preparation and filing of Annual Return
The Share Capital can be issued in any major currency.
The new Companies Ordinance abolished the par value concept, under the old Companies Ordinance, companies’ shares have a par value (nominal value), representing the minimum price at which such shares can generally be issued. The new act adopts a system of no-par value for shares which applies to all shares of Hong Kong incorporated companies.
A Registered Office must be maintained in Hong Kong for your company, where the correspondence from the Hong Kong Government can be served.
The Registered Office is used for receiving mail and correspondence from the government authorities. If the office address is used as the business correspondence such as receiving mails from the business associates, customers, banks, etc, a service fee for virtual office and mail forwarding will be incurred.
Chinese or English Language can be used for the legislation of the companies corporate documents.
A corporate seal, called a “company chop” in Hong Kong is mandatory for Hong Kong companies.
An Annual General Meeting is to held within 18 months of incorporation, then at least once every year thereafter to receive the accounts and to elect/appoint officers.
Annual statutory returns and license fees include:
Only profits whose source is Hong Kong can be taxed, profits sourced elsewhere are not subject to Hong Kong tax. If your company earned its income entirely outside Hong Kong, it can declare and claim offshore income to the Inland Revenue Dept HK.
The location where a company's activities take place is the key to whether a company's profits are taxable in Hong Kong.
As an example a Hong Kong trading company would not be subject to Hong Kong taxes if
(a) The company has no physical operating office in Hong Kong (it is possible to use our virtual office service for receipt of bank statements and business mail and the company would not be viewed as operating in Hong Kong)
(b) The company has no staff resident in Hong Kong and its overseas staff rarely visit Hong Kong
(c) The company has an overseas office in which the company's staff are working
(d) The company negotiates and signs contracts with its customers and suppliers outside of Hong Kong
(e) The company has no customers based in Hong Kong and does not receive payments from customers Hong Kong bank accounts
(f) The company has no suppliers based in Hong Kong and does not make payment to suppliers Hong Kong bank accounts
(g) The company's products do not enter Hong Kong
If a Hong Kong company satisfies the above conditions it is able to apply for the Offshore Profits Tax Exemption when filing its annual Profits Tax Return.
The Companies Amendment Ordinance 2018, requires all companies incorporated in Hong Kong to maintain up-to-date beneficial ownership information, by way of keeping a Significant Controllers Register.
The SCR should be kept at the company’s registered office or a prescribed place in Hong Kong and should be available for inspection by law enforcement officers upon request.
The Amendment Ordinance also requires a company to designate a Hong Kong representative to serve as a point of contact for providing information about the SCR and failure to comply with the obligations under the Amendment Ordinance is a criminal offence.