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Company Registration Requirements in Hong Kong

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Company Information

Why is Hong Kong the Best Place to Set Up a Company?

The most common type of business registered in Hong Kong is the private limited liability company. This type of corporation is popular due to its enduring structure, strong public perception, limited liability for owners, and separate legal personality. Additionally, the requirements and regulations for Hong Kong companies are straightforward.

Raising capital and transferring ownership are more straightforward and accessible compared to other business structures like sole partnerships or sole proprietorships. For foreign business professionals, this type of company is considered an international company located in Hong Kong.

According to the Companies Ordinance of Hong Kong, anyone over the age of 18 can establish a company in Hong Kong. The entire process is governed by the Companies Ordinance (CO), providing clear guidelines for registering a private limited liability company, including the necessary documents and other requirements.

A private limited company incorporated in Hong Kong can benefit from all the tax advantages and concessions available to fully incorporated businesses in the region. This includes the Closer Economic Partnership Arrangement (CEPA), a free trade agreement with Mainland China.

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FAQ's Company Registration in Hong Kong

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Basic Requirements
  • A.Minimum of 2 Directors and 2 Shareholders (share subscribers).
  • B.All Directors must have a Director Identification Number (DIN).
Limitations
  • A.Maximum of 15 Directors.
  • B.Up to 200 Shareholders (members).
Corporate Shareholding
  • A.orporations can be shareholders.
Compliance Obligations
  • A.Annual Statutory Audit required, conducted by a practicing Chartered Accountant (CA).
  • B.Annual filing with the Registrar of Companies (ROC) is mandatory.
Taxation
  • A.Income tax is charged at 22% on net profit.
Startup Eligibility
  • A.Can apply for Startup Recognition, subject to meeting specific terms and conditions.
Investment and Funding
  • A.Ideal structure for attracting external investments.
  • B.Capable of offering Employee Stock Ownership Plans (ESOP) to employees.
Legal and Liability
  • A.Functions as a separate legal entity with limited liability for its members.

Requirements for Hong Kong Company Registration

01
Directors:A minimum of one individual director is required, with no maximum limit. Directors must be natural persons over 18 years old, of any nationality, and free of any malpractice or bankruptcy convictions. Directors do not need to be shareholders, and non-executive corporate directors can be appointed alongside individual directors. Board meetings can be held anywhere in the world.
03
Shareholders:A private limited company in Hong Kong can have between 1 and 49 shareholders. Shareholders must be at least 18 years old and can be of any nationality. Shareholders can also be companies, and 100% of the shareholdings can be foreign or locally owned. Shareholder meetings can take place anywhere in the world, and nominee shareholders are allowed.
05
Company Secretary:Appointing a company secretary is mandatory. If an individual, the secretary must reside in Hong Kong; if a company, it must have a registered office or place of business in Hong Kong. The sole director/shareholder cannot also be the company secretary. The role involves ensuring compliance with legal obligations and procedures.
07
Share Capital:There is no minimum share capital requirement, but companies typically have at least one shareholder with one ordinary share at formation. Share capital can be in any major currency, not limited to the Hong Kong Dollar. Shares can be freely transferred with a duty fee stamp; however, bearer shares are not permitted.
02
Registered Address A local Hong Kong address is required for company registration. This address cannot be a PO box and must be a registered address.
04
Nationality and Residency Requirements Directors and shareholders can be of any nationality and do not need to reside in Hong Kong. The company secretary, however, must meet residency or business location requirements within Hong Kong.
06
Foreign OwnershipHong Kong allows 100% foreign ownership of companies. There are no restrictions on the nationality of shareholders or directors.
08
Meetings and OperationsBoard and shareholder meetings can be held anywhere in the world, providing flexibility for international business operations.

Documents Required for Company Registration in Hong Kong

To efficiently register a business in Hong Kong, the following documents are required:

  • A genuine copy of the company’s Articles of Association, typically provided by the professional services firm assisting with the incorporation.
  • An appropriately completed incorporation form containing details such as:
    • o Number of shares subscribed by shareholders
    • o Share capital at incorporation
    • o Members' liability
    • o Information about shareholders, directors, and company secretary
    • o Brief description of business activities
    • o Registered address
    • o Company name

Additionally, the following documents are needed for incorporation:

  • • For corporate shareholders and directors:
    • o Copy of company documents such as Certificate of Incorporation and Articles of Association
    • o Documents indicating the Ultimate Beneficial Owner (UBO) along with a copy of their Hong Kong identity card or international passport, and proof of residential address.
  • • For resident shareholders and directors:
    • o Copy of residential address proof
    • o Copy of Hong Kong identity card
  • • For non-resident shareholders and directors:
    • o Copy of international passport
    • o Proof of overseas residential address

Company Registration Information

Step Description
STEP 1 DECIDE ON A COMPANY TYPE AND NAME
STEP 2 INCORPORATE A COMPANY
How to Apply
There are three ways to submit your application: online via the 24-hour portal e-Registry, via the “CR eFiling” mobile application, or by delivering hard copy documents to the CR with the correct fees.
Required documents:
  • Incorporation Form (Form NNC1 for company limited by shares) or Form NNC1G (for company not limited by shares)
  • A copy of the company’s Articles of Association
  • A Notice to Business Registration Office (IRBR1)
Fees:
  • Company Registration fee – HK$1,720 (Refundable if unsuccessful)
  • Business registration fee – HK$250 for a one-year certificate; HK$3,950 for a three-year certificate
  • Levy to the Protection of Wages on Insolvency Fund – HK$250 for a one-year certificate; HK$750 for a three-year certificate
Processing Time:
Online: within one hour
Hard copy: typically within four working days
STEP 3 Register the Business
Easy Registration:
Applications for company incorporations include a simultaneous application for business registrations.
Apart from the incorporation documents, you must also deliver the following to the Company Registry (CR):
  • A Notice to Business Registration Office (IRBR1)
Fees:
  • Business registration fee – HK$2,000 for a one-year certificate; HK$5,200 for a three-year certificate
  • Levy to the Protection of Wages on Insolvency Fund – HK$250 for a one-year certificate; HK$750 for a three-year certificate
Processing Times:
Over the counter: 30 minutes
By post: two working days

Our Service Coverage

After Company incorporation, you will receive below documents

  • Company Certificate of Incorporation
  • Memorandum of Association & Article of Association (MOA & AOA)
  • PAN Card and TAN Allotment
  • EPF & ESI Registration
  • Digital Signatures (Class 2)
  • Directors Identification Number (DIN)
  • Assist in Bank A/c Opening
  • Professional Tax Registration (in Maharashtra Only)
  • GST Registration (Optional)

Features of a Private Limited Company (PLC)

What is the current corporate tax regime for a Hong Kong private company?
  • A.Hong Kong operates on a territorial tax system, where only profits derived from Hong Kong are subject to taxation. As of the latest update, the corporate tax rate is 16.5%.
What are the initial requirements to register a Hong Kong company?
  • A.To register a company in Hong Kong, you typically need a registered office address, at least one shareholder, one director (who can also be the shareholder), a company secretary, and a minimum paid-up capital.
How long does it take to set up a company in Hong Kong?
  • A.Generally, it takes around 1 to 2 weeks to complete the incorporation process in Hong Kong, provided all required documents are in order and there are no complications.
Can a foreigner open a company in Hong Kong without a local person?
  • A.Yes, a foreigner can set up a company in Hong Kong without requiring a local person as a shareholder or director. However, a registered office address must be maintained in Hong Kong
What is the minimum director/shareholder requirement for a Hong Kong private company?
  • A.A Hong Kong private company can have a minimum of one director and one shareholder, who can be the same person.
Are registers of directors/shareholders disclosed to the public?
  • A.Yes, the registers of directors and shareholders are accessible to the public. However, the residential addresses of the directors and shareholders are not disclosed.
What is the requirement for minimum registered capital?
  • A.There is no specific requirement for minimum registered capital in Hong Kong. It can be as low as HKD 1.
What classes of shares are allowed to be issued by a private company in Hong Kong?
  • A.A private company in Hong Kong can issue ordinary shares, preference shares, or a combination of both. The rights attached to these shares can vary.
Do you offer ROC (Registrar of Companies) Compliance services?
  • A.Yes, we provide ROC Compliance services to ensure that your company meets all statutory requirements mandated by the Registrar of Companies.
Can you assist with company incorporation in other jurisdictions like Dubai, Singapore, and Cyprus?
  • A.Yes, we offer company incorporation services in various jurisdictions including Dubai, Singapore, and Cyprus, along with our expertise in setting up companies in Hong Kong and India..
Service List
Navneet K Arora & Co LLP

Effects India, where professionalism meets excellence. Established in 1995, we have built a reputation for delivering comprehensive consultancy services across diverse industries. Our team comprises dedicated professionals including Company Secretaries, Chartered Accountants, Advocates, Solicitors, Management Professionals, and IT Experts, all committed to providing top-notch solutions tailored to your business needs.

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