Are you considering incorporating or registering a company in Hong Kong? This guide offers a detailed overview of the process for setting up a private limited liability company in Hong Kong, including the basic requirements, procedures, timeline, and post-incorporation steps.
Overview of Hong Kong Company Incorporation
Hong Kong's company incorporation is governed by the Companies Ordinance. Individuals (both local and foreign) who are at least 18 years old can set up a Hong Kong company. The most common type of business entity is the private limited liability company, which is favored for its separate legal personality, limited liability for its owners, favorable public perception, and enduring structure. Compared to other business structures like sole proprietorships and partnerships, private limited companies offer easier capital raising and ownership transfer. Foreign business professionals often refer to this as an "offshore company" in Hong Kong.
How to Register a Company in Hong Kong
Whether you are a local or foreign entrepreneur, engaging a professional firm is highly recommended. At Morgan Vantage Group (MVG), our global team of experts is well-versed in Hong Kong's local legislation and experienced in managing ongoing regulatory and compliance requirements. MVG offers unparalleled support with a focus on next-generation education and global resources to ensure a seamless incorporation process.
Basic Requirements and Facts for Setting Up a Hong Kong Company
Company Name
The company name must be approved before incorporation can proceed. For more details, consult the Hong Kong company registration guidelines.
Companies Ordinance
Effective from March 1, 2018, all companies incorporated in Hong Kong, except those listed on the Hong Kong Stock Exchange (HKSE), must maintain a register of individuals with significant control. A Designated Representative (DR) must be appointed to report to local authorities upon request. For further details, refer to the New Hong Kong Companies Ordinance guide.
Directors
A minimum of one individual director is required, with no maximum limit. Directors can be of any nationality and need not be Hong Kong residents. They must be at least 18 years old and not bankrupt or convicted of malpractices. Nominee corporate directors are permitted, and board meetings can be held anywhere globally.
Shareholders
A private limited company can have 1 to 50 shareholders. There is no residency requirement, and shareholders can be individuals or companies, local or foreign. A director and shareholder can be the same person or different individuals. Nominee shareholders are allowed, and shareholder meetings can be conducted anywhere globally.
Company Secretary
A company secretary must be appointed. If an individual, they must reside in Hong Kong; if a corporate body, it must have a registered office or place of business in Hong Kong. The company secretary is responsible for maintaining statutory books and ensuring compliance with legal requirements. A nominee secretary can be appointed.
Share Capital
No minimum share capital is required, but it is standard to issue at least one ordinary share at incorporation. Share capital can be in any major currency, and shares can be freely transferred, subject to stamp duty. Bearer shares are not allowed.
Registered Address
A local Hong Kong address is required as the company’s registered address. It must be a physical address and cannot be a PO Box.
Public Information
Information about company officers, including directors, shareholders, and the company secretary, is public under Hong Kong law. To maintain confidentiality, you can appoint a corporate shareholder and a nominee individual director using professional services.
Taxation
Corporate tax is set at 16.5% of assessable profits. Hong Kong follows a territorial basis of taxation, meaning only profits arising in or derived from Hong Kong are taxed. There are no capital gains tax, withholding tax on dividends, or GST/VAT. For more details, refer to the Hong Kong Corporate Tax guide.
Ongoing Compliance
Companies must prepare and maintain accounts, which must be audited annually by Certified Public Accountants in Hong Kong. Audited accounts and tax returns must be filed annually with the Inland Revenue Department. Companies are also required to file annual returns with the Companies Registry and pay an annual registration fee. The Business Registration Certificate must be renewed annually or every three years. An Annual General Meeting (AGM) must be held within 18 months of incorporation, with subsequent AGMs every 15 months. A written resolution in lieu of an AGM is permissible. For more details, refer to the Annual Compliance for Hong Kong Companies guide.
Considerations for Foreigners
Foreigners can be sole directors and shareholders of a Hong Kong company. There are no local residency requirements. While physical presence is not required for registration, it may be needed for opening a bank account, depending on the bank. Foreigners can operate their Hong Kong company from abroad if they do not plan to relocate.
Required Documents for Company Registration
To set up a Hong Kong limited liability company, the following documents are typically required:
Articles of Association (provided by the professional services firm assisting with incorporation).
A completed incorporation form including:
Company name
Registered address
Business activities description
Details of shareholders, directors, and company secretary
Liability of members
Share capital details
Number of shares subscribed
For non-resident shareholders and directors:
Copy of passport
Proof of overseas residential address
For resident shareholders and directors:
Copy of Hong Kong identity card
Proof of residential address
For corporate shareholders and directors:
Copy of parent company registration documents (Certificate of Incorporation, Articles of Association)
Why Engage MVG?
At Morgan Vantage Group (MVG), we pride ourselves on being a rare firm that offers a unique blend of expertise and global resources. Our team of professionals is dedicated to providing exceptional service, with a focus on next-generation education and international support. We ensure that every aspect of the company incorporation process is handled with precision and efficiency.
Our services include:
Collecting necessary incorporation details and identification documents
Reserving the company name and preparing essential documents (including Articles of Association)
Filing incorporation documents and obtaining the Certificate of Incorporation
Securing the Business Registration Certificate from the Inland Revenue Authority
Assisting with bank account setup
Preparing essential items like the common seal, share certificate, and statutory books
Assisting with visa applications, business licenses, ongoing compliance, and annual filings
For expert support with incorporating your company in Hong Kong, contact us at info@mvgtrust.com.
