HOW TO SET UP A COMPANY IN HONG KONG

Why Setting Up a Business in Hong Kong?

Hong Kong is located at the geographical and economic center of Asia. The followings are some of the major advantages for setting up a company in Hong Kong : –

• Excellent Banking Facilities and Legal System
• Anonymity Directorship and Ownership
• Low Tax Jurisdictions
• Unrivalled Access to the Mainland Market
• Famous Investment Vehicle in China with Lower Withholding Tax Rate in the Mainland China

Key conditions of Company Registration in Hong Kong:

Company name

1. Company name must be unique and deemed not to be in conflict to other companies.
2. Restrictions apply to the use of certain words in a company name, for example “bank” or “trust”.
3. Company name can be in English or Chinese or both.
4. In Hong Kong, Traditional Chinese is the official written language. Simplified Chinese is not acceptable.。
5. For practical reason, it is not suggested to use only Chinese name. English name is useful for daily use, including banking transaction.

Shareholder and Director

1. Minimum 1 Shareholder to the maximum of 50 Shareholders.
2. Minimum 1 Director (aged 18 or above).
3. A company is allowed to act as Shareholder or Director, unless the company is part of a listed company.
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.
6. A person who is an undischarged bankrupt must not act as director.
7. According to the new Company Compliance, at least one director must be a natural person.

Share Capital

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

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 or a corporate body, have its registered office or a place of business in Hong Kong.
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.

What is the procedures of incorporating a Hong Kong limited Company?

1) Choose a proposed Company Name

Chinese name should end with the word “有限公司”, and English name must end with the word “Limited”.

2) Company Name Search

Name search has to be carried out to ensure the new name is still available.

3) Submit Documents

a) Incorporation Form
b) A copy of the company’s articles of association
c) A Notice to Business Registration Office

4) Payment

– Company Registration fee – HK$1,720 (If unsuccessful, an application for a refund of HK$1,425 may be made)
– 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

5) Obtain the Certificates

Within six working days after application, a Certificate of Incorporation will be issued by the Companies Registry.

Please feel free to contact us if you need any further information regarding Hong Kong company incorporation.

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