Facts & Info for Hong Kong LTD
To do business in Hong Kong, one can set up a sole proprietorship, a partnership or register one’s own company incorporated elsewhere as an overseas company in Hong Kong. However, the most common form of business entity in Hong Kong is the private limited company, which limits the liability of the shareholders to the capital subscribed.
Hong Kong private limited companies must use the suffix Limited or Ltd. to denote limited liability. The following names to be used, require licensing: Bank, Insurance, Assurance, Re-Insurance, Trust, Trustee, Savings, Royal, Asset management, Fund Management, Investment Fund, Building Society, Municipal, Chartered, Chamber of Commerce, Tourist Association, Kaifong, Mass Transit, Underground Railway. Names denoting any connection to local, state or national Governments are generally prohibited.
ARTICLES OF ASSOCIATION
A company is incorporated in Hong Kong by application made to the Registrar of Companies. Articles of Association and Statement of Compliance must be lodged with the Registrar. Articles of Association specifies the activities in which the company may engage the rules governing the internal management of the company. A Notice of Situation of Registered Office is also required to be filed within fourteen days of the date of incorporation. Business registration fee has to be paid to the Inland Revenue Department within 30 days after the date of anniversary of incorporation, and then each year thereafter. Government fee is HK$2,600.
A minimum of one shareholder is required which may be an individual or a corporate body. Details of the shareholders must be filed and appear on the public file, but anonymity can be preserved by the use of nominee shareholders.
Under the Companies Ordinance, Cap. 32 companies incorporated in Hong Kong and having a share capital are required to have a par value ascribed to their shares. This represents the minimum amount at which a share can be issued.
Companies must also declare in their Articles of Association the maximum amount of share capital that may be issued by the company (the requirement for "authorized share capital").
The amount of the excess of the issue price of the share over its par value is designated as "share premium". Under Cap. 32, there are restrictions on how a company can deal with share premium and how it must be accounted for.
As a result of migration to mandatory no-par, relevant concepts such as par value, share premium, and requirement for authorised share capital are no longer necessary.
A company will have greater flexibility to alter its share capital in a no-par environment, for example, a company will be able to capitalise its profits without issuing new shares and to allot and issue bonus shares without increasing its share capital (section 170 of the new CO).
Kong Hong limited company requires a minimum of one director who is a natural person. Details of the directors appear on the public file, but anonymity can be preserved by the use of nominee directors. There is no requirement to have resident directors.
PLEASE CONTACT US IF YOU ARE INTERESTED IN OUR NOMINEE DIRECTOR SERVICES.
REGISTERED OFFICE AND SECRETARY
Every company, registered in Hong Kong is required to have a registered office and address there, which should be notified to the Registrar. Hong Kong registered companies must also have secretary, who can be corporate body or individual resident in Hong Kong.
Company meetings need not be held in Hong Kong.A general meeting can be held at more that one location by using any technology.
An annual general meeting (AGM) must be held once in every calendar year and not more than 15 months after the last preceding AGM. However, a company need not hold its first AGM until 18 months of its incorporation. A company can dispense with the holding of AGM if everything that is required or intended to be done at the meeting is done by resolutions.
Companies may dispense with the holding of AGMs by unanimous shareholder's consent.
TIME NEEDED FOR FORMATION
7 - 14 working days.
RECURRING AND MAINTENANCE FEE AS FROM 2ND YEAR
- Provision of registered office/registered address
- Provision of company Secretary
- Payment of annual government fee
- Provision of Annual Return
Hong Kong is one of the few countries in the world that tax on a territorial basis. Many countries levy tax on a different basis and they tax the worldwide profits of a business, including profits derived from an offshore source. Hong Kong profits tax is only charged on profits derived from a trade, profession or business carried on in Hong Kong. Consequently, this means that a company, which carries on a business in Hong Kong, but derives profits from another place, is not required to pay tax in Hong Kong on those profits. Hong Kong sourced income is currently subject to a rate of taxation of 16,5 percent.
AUDIT AND FINANCIAL RETURNS
A Hong Kong company must keep accounting records, which may be kept at the registered office address or elsewhere at the discretion of the directors. Every company must appoint an auditor who must be a member of the Hong Kong Society of Accountants and hold a practicing certificate. Although there is no requirement to file accounts with the Registrar, there is a requirement to file accounts with the tax authorities. Annual return is required to be filed to the Companies Registry within 42 days after the date of anniversary of incorporation, and then each year thereafter. Government filing fee is HK$105.
OUR SERVICES FOR THE COMPANY FORMATION IN HONG KONG INCLUDE:
- Name check and approval
- Filling the incorporation documents with the Registrar of Companies
- A standard set of original corporate documents
- Payment of the Government fee
- Provision of registered agent and address for one year
- Provision of company Secretary for one year
- Rubber Stamp
DOCUMENTS REQUIRED FOR THE COMPANY FORMATION
Please provide the following documents for all Directors, Shareholders, Beneficial Owners, Authorized Signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within 3 months).
- Original or certified copy of Banker’s reference letter (dated within 3 months).
- In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and Certificate of Good Standing (for companies registered more than 1 year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without required license or authorization granted by a relevant authority in any jurisdiction, Agent Legal will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking business; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need our assistance in licensing of your financial, Forex brokerage or gambling company.
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to the invoice during checkout. Shipping costs for international courier services are set automatically and can vary from USD 75 to USD 95. The fees depend on the jurisdiction of your ordered company, the country where the bank is based as well as your destination country.