How to set up a company in Hong Kong: Requirements for Incorporation of a Limited Company in Hong Kong

How to set up company in Hong Kong: Requirements for incorporation of a limited company in hong kong

September 18,2017

A Limited Company is the most commonly-used company type in Hong Kong. This form of company combines different advantages: quick and easy process of incorporation, limited responsibility of shareholders, operating flexibility. Such a company also takes advantage of all tax benefits and concessions, including the Closer Economic Partnership Arrangement (CEPA) with Mainland China.

A New Ordinance Law (Cap.622) becomes effective on 3 March 2014.

Name of the Company

• The name of the company can be in English and/or Chinese
• The company name must not be already in use by another company
• The availability of the name of the company must be verified at the Hong Kong Registry

Share Capital

• There is no minimum required share capital, but the authorized capital is usually set at HK$10,000
• A company’s shares will have no nominal value
• The minimum issued share capital is HK$1

Shareholders/Directors

• The minimum is one shareholder and the maximum, 50 shareholders
• A minimum of one director is required
• Every private company must have at least one director who is a natural person
• There is no nationality restriction or residency requirement

Articles of Association

• Articles of Association is the constitutional document of a company

Business Registration Certificate

• Every company must obtain a business registration certificate within one month of commencing business, in order to conduct business legally
• The business registration certificate must be renewed annually

Registered Office Address

• Every company needs to have a registered office where all official correspondence from different local administrations will be sent
• The registered office address cannot be a post-box or a residential address

Company Secretary

• Under the Companies Ordinance, every company must have a secretary
• The company secretary is responsible for the update of the Memorandum & Articles of Association, the preparation and submission of the Annual Return, the minutes of Board of Directors and Shareholders meetings, the meeting convocations
• The sole director of a private company cannot be appointed as the secretary of the company
• The secretary must be a Hong Kong resident or a company having its registered office or place of business in Hong Kong

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