Nature of limited liability companies

Requirements for setting up a limited company in Hong Kong?


  • You will be required to meet some bare minimum requirements when you are planning to register a company in Hong Kong. Therefore, before thinking of how to register a company in Hong Kong, you should first be aware of these requirements.

    Company Name
    You must have the name of a company that you are planning to incorporate. Remember that you cannot use the name of another company that has either been incorporated or in the incorporation process. You should also note that any name that will give an impression that it is linked to the government of Hong Kong is not permitted.Hong Kong’s company name can either be in English or Chinese or both languages, but it should not combine English and Chinese characters. If the name of the Company is in English, then it must have the word ‘Limited’. To ensure that your Company’s name is original, you should run a name search of the Company’s name.

    Directors of Limited Company
    Registering a private limited company in Hong Kong will require you to have at least one director with no maximum number of directors required.
    At least one of the company directors must be a natural person of the majority age.
    A director can either be a foreigner or a non-resident, and he/she must not be bankrupt or having any criminal offense.
    It is not a must for directors to be a shareholder.

    Directors of Limited Company 400x667

    Shareholders of Limited Company
    Hong Kong companies can have 100% foreign or local shareholding. A minimum of one and a maximum of 50 shareholders is required.

    Significant Controllers Register
    The controller’s register can either be kept in hard-copy or electronic form stores in the Company’s Hong Kong. The register contains the details of persons who have significant control in the Company. The Company must appoint at least one person to be designated representative of the Company.

    Company Secretary
    All Hong Kong companies must have at least one company secretary. Before you initiate the process of registering a company in Hong Kong, you should have the plans of having one within the first six months of the Company’s incorporation.If the secretary of your Company is a corporate body, then it must have a physical location in Hong Kong. But if she or he is an individual, then they must ordinarily reside in Hong Kong. A company with a sole director must a point a secretary who is not the director.

    Share Capital
    Registering a company in Hong Kong requires no minimum share capital. Besides, the share capital is not limited to the Hong Kong Dollar currency. The transfer of shares is only subjected to the stamp duty fees. All the companies registered in Hong Kong should have at least one shareholder and one ordinary share issued.

    Registered Address
    All Hong Kong companies need to have a valid registered physical address and not merely a PO BOX.

    Public Information
    The information included herein are details of shareholders, directors, and the secretary of the Company. It is mandatory for all the companies that are registered in Hong Kong to update their details with the Registrar of Companies in Hong Kong.If you want to have more confidentiality, then you can choose different nominee corporate shareholder and a nominee director.

    Taxation
    Hong Kong has two-tiered profits taxation rate. The first $ 2million is taxed at 8.25% whereas all the earnings above $ 2miilion is subjected to 16.5%.
    The taxation system is on territorial basis. The only income that is taxed are those that are generated within the Hong Kong jurisdiction.
    The following are not taxed; capital gains, dividends, and GST/VAT.

    Annual compliance
    Before you commence the process of registering a company in Hong Kong, you should note that your Company will undergo an annual audit by the Certified Public Accounts. Therefore, it will be for your good if you find a qualified accountant to ensure that your transactions are properly recorded and all taxes remitted as required by the Hong Kong Tax Laws.