Hong Kong Limited Company Registration - Requirements


Nature and Key conditions of limited company formation in Hong Kong:

Company name

  1. Company name must be unique.
  2. Company name must not include certain restricted words.
  3. Company name can be in English or Chinese or both.

Share Capital

  1. Minimum HK$1 share capital to be issued and paid up.
  2. No restriction on the maximum issued and paid up share capital.
  3. The liability of each shareholder is limited to the issued and paid up share capital.
  4. Issued and paid up share capital is not the required minimum deposit amount in bank account.

Shareholder and Director

  1. Minimum one Shareholder to the maximum of 50 Shareholders.
  2. Minimum one Individual Director (aged 18 or above).
  3. A company is allowed to act as Shareholder or Director.
  4. Shareholder and Director can be the same person or same company.
  5. Shareholder and Director can be individuals of any nationality, domicile and residence.

Company Secretary

  1. A Company must appoint a Company Secretary (to ensure compliance with ongoing legal returns, accounts, audit and other requirements).
  2. The Company Secretary must be ordinarily resident in Hong Kong, a HK qualified accounting professional, a HK qualified legal professional or a "HK Trust or Company Service Providers licensee".
  3. If the Shareholder and the Director are two separate person, then either one of them can be appointed as Company Secretary.
  4. If the Shareholder and the Director is the same person or the same company,then a third party (individual or company) should be appointed as company secretary.
  5. The sole director of a company shall not also be the company secretary.

Registered Office Address

  1. A Company must have a Registered Office address in Hong Kong.
  2. The Registered Office address serves as the company's legal address for notices and proceedings and can be different from the business address.

Significant Controllers Register ("SCR")


From 1 March 2018, a Hong Kong incorporated company must

  1. take reasonable steps to identify its significant controllers,
  2. give notices and obtain required particulars of significant controllers, 
  3. enter the required particulars of its significant controllers in the SCR and keep them up-to-date,
  4. keep its SCR at the company's registered office or a place in Hong Kong, and
  5. allowing inspection by law enforcement officer.

Failure to comply with the SCR obligations or made false statement is a criminal offence. The company and every responsible person of the company are liable to a fine at level 4 (i.e. HK$25,000). Where applicable, there is a further daily fine of HK$700.

The above is an extraction notes which does not constitute legal advice, for details of the SCR compliance, please refer to the External Circular and Publications of the Hong Kong Companies Registry . 

Designated Representative

From 1 March 2018, a Hong Kong incorporated company must

  1. designate at least one person as its representative to provide assistance relating to the company's Significant Controllers Register to a law enforcement officer.
  2. appoint one of the following person as the company's Designated Representative -
    (a) A shareholder, director or an employee of the company who is a natural person resident in Hong Kong, or
    (b) A HK qualified accounting professional, a HK qualified legal professional or a "HK Trust or Company Service Providers licensee". 

Ongoing compliance

  1. A company must observe its statutory obligations under the Hong Kong Companies Ordinance and file annual returns, specified forms etc. within the prescribed time period on an ongoing basis.

Taxation

  1. Profits tax is payable on profits generated in Hong Kong. Only those profits which arise in or are derived from Hong Kong are liable to profits tax in Hong Kong.
  2. If the profits derived outside Hong Kong, it may be treated as offshore sourced and non-taxable in Hong Kong.
  3. No need to pay tax if there is no assessable profit.
  4. With effective from 1 April 2018, the profits tax rate for the first HK$ 2 million of profits of corporations is lowered to 8.25 per cent.  Profits above that amount will continue to be subject to the tax rate of 16.5 per cent.
  5. In Hong Kong, many items are tax deductible.
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