Frequently asked questions – Hong Kong Company Incorporation
1. What are the requirements for setting up a private Limited Company in Hong Kong?
- A person aged 18 or above
- Holder of HKID or passport issued by any countries
- Provision of a Hong Kong address as registered office of the company
- Appoint a Company Secretary
If the company secretary is a natural person, he or she must ordinarily reside in Hong Kong. If the company secretary is a body corporate, the address of its registered or principal office should be in Hong Kong.
We can provide our office address as your registered office and be appointed as the named Company Secretary of your company.
2. Can the registered office of a local limited company be situated outside Hong Kong?
No. The registered office must be situated in Hong Kong.
3. Is there any requirement on the number of shares proposed to be issued and the number of founder members of a local company limited by shares?
The Companies Ordinance has not prescribed any requirement for the number of shares proposed to be issued. A local company limited by shares shall be formed by at least one founder member and up to 50 members.
4. Is it possible to register a company with an English name or Chinese name only?
Yes, a company may be registered with an English name or Chinese name only. A company may also be registered with both an English name and a Chinese name
5. Am I free to choose any name I want for my company?
No. There are some restrictions on the registration of company names. Generally speaking, a company name will not be registered if: –
- it is the same as a name appearing in the Index of Company Names kept by the Registrar of Companies (“the Registrar”);
- it is the same as that of a body corporate incorporated or established under an Ordinance;
- in the opinion of the Registrar, its use would constitute a criminal offence; or
- in the opinion of the Registrar, it is offensive or otherwise contrary to the public interest.。
Moreover, some company names require the approval of the Registrar before they can be registered. These include names which contain any of the words or expressions set out in the Companies (Words and Expressions in Company Names) Order (Cap. 622A) and names which would be likely to give the impression that the company is connected in any way with the Central People’s Government or the Government of the Hong Kong Special Administrative Region or any department or agency of either government.
Therefore, a proposed company name search is necessary before the incorporation. Our incorporation plans have already included the proposed company name cyber search services.
6. Is there any requirement on the minimum amount of paid-up capital upon application for incorporation or commencement of business?
There is no requirement on the minimum amount of a company’s paid-up capital under the Companies Ordinance. Number of issued shares could be customized. Customer will usually opt for 10,000 shares and all shares need to be fully allocated to shareholders.
7. What are the differences between directors and shareholders?
Shareholders are the company’s investor. Directors are appointed by shareholders to be responsible for daily operations and make decisions of the company. A director can be the shareholder of a company at the same time.
8. What are the requirements of directors and company secretary of a company?
A private company must have a company secretary and at least one director who is a natural person (i.e. an individual). The sole director of a private company must not also be the company secretary. A private company having only one director must not have a body corporate as its company secretary if the sole director of that body corporate is also the sole director of the private company.
A public company or a company limited by guarantee must have a company secretary and at least two directors, one of whom may be the company secretary. It must not have a body corporate as its director.
If the company secretary is a natural person, he or she must ordinarily reside in Hong Kong. If the company secretary is a body corporate, the address of its registered or principal office should be in Hong Kong. There is no requirement under the Companies Ordinance that a director must be a Hong Kong resident.
9. Does a limited company need to apply for the Business Registration Certificate as well?
Yes. Every company incorporated in Hong Kong under the Companies Ordinance, regardless of whether it is actually carrying on any business in Hong Kong, needs to apply for a Business Registration Certificate.
10. After a company has been incorporated, what are the statutory filing requirements every year?
- An annual return should be delivered to the Registrar of Companies for registration within 42 days after the company’s return date.
- Renewal of the Business Registration Certificate every year.
- Filing of the Profits Tax Return
- Filing of the employer’s Return of Remuneration & Pension
11. What are the consequences of failure to file the annual return on time?
If a company fails to file the annual within 42 days after the company’s return date, a penalty ranged from $870 to $3,480 will be imposed. A company which fails to deliver its annual returns to the Companies Registry within the prescribed time period is also in breach of the Companies Ordinance. The company and every responsible person of the company are liable to prosecution. The Registrar of Companies may consider taking strike-off action in appropriate cases.
