The Hong Kong Private Limited Company – Corporate And Tax Particulars

Author:Fiduserve &nbsp

Hong Kong's extensive tax, trade and legal benefits, have made it a popular business choice for foreign investors who want to set up a local company. As a Special Administrative Region of China, Hong Kong is also the best gateway for doing business in Mainland China. Thanks to its territorial tax system, "offshore profits" derived by locally incorporated companies are tax exempted.

Incorporating a new company in Hong Kong is done under the Companies Ordinance, and the most common type is a private company limited by shares. Formalities for company incorporation are kept to a minimum in Hong Kong, the incorporating process can be completed within one working day as long as all required documentation is in place.

  1. Key requirements to set up a Private Limited Company

    Company name: A company must be incorporated with a name in English, in Chinese or in both languages. The company name must end with the word "Limited".

    Share capital: Min. issued / paid-up capital is 1 in any currency. The concept of authorised capital and nominal or par value has been abolished. Shares can be freely transferred but bearer shares are not permitted.

    Articles of Association: The Articles of Association are the governing documents of the company and set out what the company can and cannot do. They are usually very widely drawn and enable the company to carry out virtually any form of business activity.

    Directors: Min. 1 director (individual) of any nationality. No limit on the number of additional local or foreign directors.

    Shareholders: Min. 1 - Max. 50 shareholders (individual or corporation). 100% local or foreign shareholding is allowed. Shareholder and director can be the same person.

    Company secretary: It is mandatory to have a local resident company secretary (individual or corporation).

    Registered address: A company must have a physical registered office in Hong Kong

    Significant Controllers Register: The Companies Ordinance has been amended to require a company incorporated in Hong Kong to identify persons and legal entities who/which have significant control over the company ("significant controllers") and to maintain a significant controllers register ("SCR") to be accessible by law enforcement officers upon demand. The SCR must be kept either in the registered office or a prescribed place in Hong Kong. Hong Kong companies are also required to designate, at least one representative* to assist law enforcement officers in relation to the SCR.


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