Overview of Hong Kong and Hong Kong Company

 

Hong Kong is an international metropolis with abundant information and opportunities. With an area of 1,100 square kilometers and a population of over 8 million, Hong Kong is the freest trading port in the world. The most common type of business entity registered in Hong Kong is a private limited liability company. Limited liability companies have a separate legal personality, limited liability for its owners, strong public perception and an enduring structure; raising capital and transfer of ownership is easier when compared to other business structures such as sole proprietorship and partnership. Foreign business professionals often refer to this type of entity as an offshore company in Hong Kong. Governed by the Companies Ordinance of

Hong Kong, any person (foreign or local) above the age of 18 can setup a Hong Kong company.

 

Hong Kong Company Name

 

The company name should not be similar or identical to a registered name. You can have an English company name or a Chinese company name or both. An English company name must end with the word Limited and its equivalent in Chinese characters in the case of a Chinese company name. A company name with a combination of English words/letters and Chinese characters are not allowed. If you like, you can add a country name or city’s name in front of or inside the company name, such as: Beijing, Shanghai, Korea, France, USA, such and so on.

 

Shareholders, Directors of Hong Kong Company Formation

 

A Hong Kong private limited company can have a minimum of 1 and maximum of 50 shareholders. The shareholder must be at least 18 years of age and can belong to any nationality. Shareholders can be natural persons or companies, Hong Kong residents or non-residents. A director and shareholder can be the same or different person. Appointment of nominee shareholders is allowed. Shareholders meetings can be held anywhere in the world.

 

Registered Address

 

In order to register a Hong Kong company, you must provide a local Hong Kong address as the registered address of the company. The registered address must be a physical address and cannot be a PO Box. If you do not have anyone, ZANYA could provide you with this.

 

Share Capital of Hong Kong Company

 

There are two types of share capital for Hong Kong companies – authorized capital and issued / paid-up capital. The registered capital for a Hong Kong limited company could be as low as HKD 10,000.00 while the paid-up capital could be as low as HKD1.00. Share capital can be expressed in any major currency and is not restricted to the Hong Kong Dollar alone. There is no limit or restriction on the maximum amount of share capital for both types. Shares can be freely transferred, subject to a stamp duty fee levied at the rate of 0.1% by the government based on the size of the registered capital. Bearer shares are not allowed.

 

Business Scope of HK Company

 

In principle, there are not great restrictions on the business scope of Hong Kong companies. But you are advised to define your business activities before you set up a Hong Kong company; it is your choice whether to show the business activities on the business registration license or not.

 

Company Secretary 

 

Appointing a company secretary is mandatory. The Company secretary can be a local individual or corporate who has its registered office or a place of business in Hong Kong. It has to be noted that sole director/shareholder shall not serve concurrently as the company secretary. The company secretary is responsible for maintaining the statutory books and records of the company and must also ensure the company’s compliance with all statutory requirements. A nominee secretary can be appointed.

 

Public Information

 

Information about company officers viz. directors, shareholders and company secretary is public information as per Hong Kong Company Laws. It is mandatory to file details of the company officers with the Hong Kong Company Registrar. If you wish to maintain confidentiality you can appoint a nominee shareholder and nominee director by utilizing the services of a professional services firm.

 

Documents Required for HK Company Registration

 

If you want to set up a company in Hong Kong, you are simply required to fill out a duly completed incorporation form, together with copies of the valid passport and sign the whole set of statutory documents personally.

 

A duly completed incorporation form that includes the following:

 

1. Company name 2.Registered address 3.Brief description of business activities 4.Particulars of shareholders, directors and company secretary 5.Liability of members 6.Share capital registered on incorporation 7.Number of shares taken up by subscribers

 

For corporate shareholders and directors: Copy of parent company registration documents such as Certificate of Incorporation and Memorandum & Articles of Association.

 

For individual shareholders and directors: valid ID or passport copy

 

ZANYA will cater to your registered address and legal secretary if necessary.

 

Note: Officially certified translated versions for any non-English documents must be provided.

 

Hong Kong Company Incorporation Procedure

 

Fill out an application form→ Payment →Hong Kong company name availability search →Sign statutory documents personally→Forward the documents to the Hong Kong relevant government departments immediately→Application for Business Registration Certificate →Application for Business Registration Certificate →Finish within 5-7 working days→ Collect the documents at the designated office within three months.

 

Taxation

 

Corporate tax, (or profits tax as it is called), is set at 16.5% of assessable profits for companies setup in Hong Kong. Hong Kong follows a territorial basis of taxation i.e. only profits which arise in or derived from Hong Kong are subject to tax in Hong Kong. There is no capital gains tax, withholding tax on dividends, or GST/VAT in Hong Kong.

 

Ongoing Compliance

 

The company must adhere to the ongoing compliance requirements for Hong Kong companies including annual audit of company accounts; intimating the Companies Registry of any changes to the company or its members; filing annual returns with the Companies Registry; filing tax returns with the Inland Revenue Department; holding timely an Annual General Meeting (AGM); maintaining company records, accounting records and other business documents; renewing business registration certificate; etc.

 

For further information or assistance, please feel free to contact us

 

Tel: (86.20); 37887606         Mobile: 13928789801 (You can inquire in English)

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