Hong Kong Company Formation

The legal system of Hong Kong is based on English Common Law supplemented by locally enacted Ordinances. Hong Kong is guaranteed a high degree of autonomy by China from 1997. It is generally allowed to enact and enforce its own laws. The Hong Kong Companies Ordinance has many similarities to the British Companies Acts.

• One director required - can be corporate
• One shareholder required - can be corporate
• Shareholder(s) and director(s) may be the same
• No requirement for local shareholder(s) and director(s) for Hong Kong Companies
• A local secretary is required - can be a corporate

The Hong Kong incorporation documents do carry the name or identity of the shareholder(s) or director(s). As such the names appear on the public record.

Shareholder(s) and director(s) nominee services are allowed to ensure confidentiality of beneficiaries.

• Shares can only be issued with par value
• Shares may be issued in any legal currency or in more than one legal currency
• The standard authorised share capital is HK$10,000 made up of 10,000 shares of HK$1 each
• The minimum paid in and issued capital may be two shares

Hong Kong companies pay 16% on profits generated in Hong Kong, profits generated from the rest of the world are not taxed.

• Financial statements, accounts or records must be kept for a Hong Kong Company
• Annual audited Financial statements must be filed with the Hong Kong tax authorities
• Accounts and records are prepared they may be held anywhere in the world
• An Annual Return must be filed with the Companies Registrar

• There is a requirement for an annual meeting of shareholder(s)
• There is a requirement for director(s) meetings to arrange the annual meeting of shareholders
• Shareholder(s) and/or director(s) are desirable can be held by telephone or any other electronic means of communication providing that all participants can clearly hear each other.
• Meetings if thought necessary can be held anywhere in the world

A Hong Kong Company can do business with Hong residents and Companies but any profits will be taxed.

There are no restrictions on doing business outside of Hong Kong except illegal activities or such activities that require additional licensing such as: provision of banking services, insurance and trusts.

• First year government filing fees
• Certificate of Incorporation
• Memorandum and Articles of Association
• Nominee shareholder details (if required)
• Declaration of Trust from the nominee shareholder (if a nominee shareholder is required).
• Minutes of the first meeting of the founders
• Local Secretary, (first year)
• Registered office, (first year)
• International express delivery by FedEx or DHL

Company names are subject to the following requirements and restrictions:

• A name that is similar to or identical to an existing company.
• A name that constitutes a criminal offence or is otherwise contrary to the public interest.
• A name that implies royal or government patronage.
• Requiring consent or a license - Building society, Chamber of Commerce, chartered, co-operative, imperial, kaifong, mass transit, municipal, royal, savings, tourist association, trust, trustee, underground railway, bank, insurance, assurance, reinsurance, fund management, asset management and investment fund.

Names must end with Limited to denote Limited Liability