Name of a Hong Kong company
Approval of the company name is a prerequisite for incorporating a Hong Kong company. Further information can be found here.
Directors of Hong Kong companies
Hong Kong companies require at least one director, with no limit on the maximum number. The director can be of any nationality, not necessarily residing in Hong Kong, and must be a natural person over the age of 18 with no history of bankruptcy or malpractices. Corporate directors can act as nominees alongside individual directors, and shareholding is not a requirement for directorship. Board meetings can be conducted globally.
Shareholders of Hong Kong companies
A Hong Kong private limited company may have 1 to 50 shareholders, with no residency restrictions. Shareholders can be individuals or companies of any nationality, at least 18 years old. Directors and shareholders can be the same or different. 100% local or foreign shareholding is permitted, and nominee shareholders can be appointed. Shareholder meetings can be held globally.
Secretary of a Hong Kong company
In Hong Kong, it is mandatory to appoint a company secretary who must either reside in Hong Kong or have a registered office or business in Hong Kong if it is a body corporate. A sole director/shareholder cannot also act as the company secretary. The company secretary is responsible for maintaining the company's statutory books and records, as well as ensuring compliance with statutory requirements. Nominee secretaries can be appointed.
There is no minimum share capital requirement, but it is common for Hong Kong companies to have at least one shareholder with one ordinary share issued upon incorporation. Share capital can be expressed in any primary currency, and shares can be transferred freely, subject to stamp duty fees. Bearer shares are not permitted.
Register a company office in Hong Kong
To register a company in Hong Kong, a local physical address must be provided as the registered address. A PO Box is not acceptable.
Accessible information
According to Hong Kong Company Laws, details regarding company officers such as directors, shareholders, and the company secretary are considered public information. It is compulsory to file this information with the Hong Kong Registrar of Companies. To maintain confidentiality, a professional services firm can assist with appointing a corporate shareholder and nominee individual director.
Tax regulations in Hong Kong
Companies established in Hong Kong are subject to corporate tax, also known as profits tax, which is 16.5% of assessable profits. Income under 2,000,000 HKD qualifies for a 50% tax rebate. Hong Kong practices a territorial taxation system where only profits originating from or derived in Hong Kong are taxable. There are no taxes imposed on capital gains, dividends, or GST/VAT in Hong Kong.
Continuing adherence to regulations
Companies must comply with several requirements on an ongoing basis. This includes maintaining and auditing annual accounts by Certified Public Accountants, filing audited accounts and tax returns with the Inland Revenue Department, filing annual returns with the Companies Registry, paying the annual registration fee, renewing the Business Registration Certificate annually, holding an Annual General Meeting (AGM) every calendar year, and ensuring that the AGM is held within 18 months of the date of incorporation. It is also permissible to pass a written resolution in lieu of an AGM.
