1. Basic Requirements and Facts for Hong Kong Companies
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. Foreigners who wish to register an limited liability company or offshore one in Hong Kong, must take into consideration the following points:
Foreigners are free to be the sole directors and shareholders of a Hong Kong company. There are no local resident requirements.
Foreigners who do not plan to relocate to Hong Kong are free to operate their Hong Kong offshore company from overseas. They can travel to Hong Kong on a visitor visa as and when required.
Although their is no requirement to be physically present at the time of company registration, physical presence may be required for the purpose of opening a bank account, depending on the bank chosen.
Directors – A minimum of one individual director and unlimited maximum number of directors allowed. The director must be a natural person who can be of any nationality and need not be resident in Hong Kong. Directors must be at least 18 years of age and must not be bankrupt or convicted for any malpractices. There is no requirement for the directors to also be shareholders. Nominee corporate directors can also be appointed in addition to the individual director. Directors Board meetings can be held anywhere in the world.
Shareholders – A Hong Kong private limited company can have a minimum of 1 and maximum of 50 shareholders. There is no residency requirement for shareholders. A director and shareholder can be the same or different person. The shareholder must be at least 18 years of age and can belong to any nationality. The shareholder can be a person or a company. 100% local or foreign shareholding is allowed. Appointment of nominee shareholders is permitted. Shareholders meetings can be held anywhere in the world.
Company Secretary – Appointing a company secretary is mandatory. The secretary, if an individual, must ordinarily reside in Hong Kong; or if a body corporate, must have its registered office or a place of business in Hong Kong. It has to be noted that in case of a sole director/shareholder, the same person cannot act 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.
Share Capital – Although there is no minimum share capital requirement, the general norm for companies incorporated in Hong Kong is to have at least one shareholder with one ordinary share issued on their formation. Share capital can be expressed in any major currency and is not restricted to the Hong Kong Dollar alone. Shares can be freely transferred, subject to a stamp duty fee. Bearer shares are not allowed.
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 – It is mandatory for companies to prepare and maintain accounts. Accounts must be audited annually by Certified Public Accountants in Hong Kong. The audited accounts together with tax return must be filed annually with the Inland Revenue Department.
2. Documents Required for Company Registration
To setup a Hong Kong limited liability company, normally the following documents will be required:
• A copy of the Articles of Association for the company. (we will provide)
• A duly completed incorporation form that includes the following: Company name; Registered address; Brief description of business activities; Particulars of shareholders, directors and company secretary; Liability of members; Share capital registered on incorporation; Number of shares taken up by subscribers (we will support you to fill in)
For non-resident shareholders and directors: Copy of passport, overseas residential address proof, bank reference letter
For resident shareholders and directors: Copy of Hong Kong identity card and Copy of residential address proof
For corporate shareholders and directors: Copy of parent company registration documents such as Certificate of Incorporation and Articles of Association
Note: Officially certified translated versions for any non-English documents must be provided.
3. Our support services
Our support service shalll include:
Provision of a registered address for the first year (includes the safe-keeping of the company's statutory documents)
Secretarial services for the first year
Business registration certificate for the first year
Set of corporate documents (Articles of Association, Share Certificate book and statutory books)
Company chops and common seal
All government fees for incorporation (to Hongkong government and government agencies
Service of opening a bank account in Hong Kong/Singapore.
Website building and designing service
And other support services (if any) that will be discussed.