Private Limited Company in Hong Kong

The company’s name may be registered either with English or Chinese characters, it cannot be a combination of both. The company’s name must not be very similar to existing names on the registrar and it must not contain words suggesting any connection to local, state or national governments. It must end with the word “Limited”. The name of the company must not contain any words suggesting activity for which license is required such as Bank, Insurance, Assurance, Re-Insurance, Trust, Trustee, Savings, Royal, Asset Management, Fund Management, Investment Fund, Building Society, Municipal, Chartered or words suggesting criminal activity.

A Private Limited Company is required to have a registered office address in Hong Kong and a local secretary; those services can be provided by an authorised registered agent there.

One director is the minimum required, there is no requirement for them to be locals and there is no requirement regarding the place and frequency of board meetings.

A corporate entity or a natural person can be appointed as director. The director and shareholder can be the same person. The directors’ details are registered on the public record.

One shareholder is the minimum required, there is no requirement for them to be locals and a corporate person or a natural person can become shareholders. It is required that an annual general meeting is held by the shareholders once every year, the place of the meeting may be anywhere in the world. For newly formed companies, the first annual general meeting must take place within 18 months from the date of incorporation.

The director and shareholder can be the same person. The shareholders’ details are registered on the public record.

It is required that a record is maintained with the details of the persons who have significant control over the company, however, the details are not registered on the public record and cannot be accessed by the public, only the Hong Kong law enforcement officers of specified agencies may examine them.

The owners of a Business Company are free to determine any amount as the authorised capital at incorporation and it can be de-nominated in any currency, although the standard currency is the Hong Kong Dollars (HKD). The minimum amount of authorised capital that can be issued is HKD 1,00. The authorised capital is the maximum amount of capital that the company is authorised by its constitutional documents to draw from its shareholders to issue in exchange shares.

Only registered shares are admissible with par value or no-par value, and the minimum number of shares that must be issued is one. Also, premium shares are allowed, those are shares issued at a price exceeding the par value price which are issued subject to restrictions. Bearer shares are forbidden.

No requirement is imposed on minimum paid up capital at incorporation; this means that the owners of a private limited company are not required to set a deadline as to when such capital must be paid up by the shareholders.

A Private Limited Company can be incorporated within 3-5 working days.

Ready-made but unused Private Limited Companies are available in Hong Kong, in case you are in need of a quicker incorporation process.

In order to maintain the non-resident status for tax purposes a Private Limited Company must not maintain premises or hire employees in Hong Kong. Also, the company cannot have its partial or whole management and control in Hong Kong, nor have its client base or suppliers within the country and if it is dealing with goods, those goods must not be stocked for sale in Hong Kong.

The Private Limited Company must maintain accounting records which are kept at its registered office or other place based on the director’s preference. It is not required to file accounting records with the Registrar. However, the accounts must be filed with the tax department and it is required that they are audited by a duly authorised auditor. It is also mandatory to submit annual returns to the Registrar. The first annual return submission is due one year and 42 days from the company’s incorporation and then subsequently, it is due on the anniversary of the first submission.

The corporate tax income rate in Hong Kong is 16,5 %, however it is imposed only on income from sources of Hong Kong, as in Hong Kong there is an exemption from tax for income coming from offshore sources. Companies which conduct trading, professional or business activity within Hong Kong are subject to territorial taxation. Therefore, to qualify for territorial tax exemption, a company must not conduct any business in the jurisdiction, but rather receive generate profits from outside Hong Kong. To that end, the company’s management must be exercised in another country, where its operational office and tangible assets will be located. Additionally, the employment of Hong Kong personnel shall be avoided and also the negotiation or conclusion of any contracts with Hong Kong individuals.