Incorporation of a Hong Kong Limited Company

The most common form of business entity incorporated in Hong Kong is a company limited by shares, or simply, a Limited Company. Limited companies are further classified into private and public companies, depending on a number of features such as their size. Public companies are subject to stricter compliance regulations than private companies. The majority of registered companies in Hong Kong are considered private companies limited by shares.

A limited company means that the liability of the shareholders do not extend to them personally, unlike a sole proprietorship or a general partnership, and is wholly contained within the company. The incorporation of a limited company establishes a separate legal personality for that company with the same rights and obligations of a natural person.

Company Formation Requirements and Process:

Hong Kong companies are required to:

• have a registered office in Hong Kong
• have a company secretary appointed as an officer of the company who must be resident in Hong Kong, whether corporate or individual
• have at least one natural person director, however there is no requirement for Hong Kong residence
• keep its Register of Significant Controllers (RSC) at the company’s registered office or a prescribed place and to keep the required particulars in the RSC up-to-date
• designate at least one person as its representative to provide assistance in relation to the company’s RSC to a law enforcement officer. The designated representative must either be a member, director or an employee of the company who is a natural person resident in Hong Kong or accounting professional, a legal professional or a licensed trust or company service provider (TCSP). It is highly recommended to appoint a professional service provider to this office, such as Marbury, to ensure statutory compliance and good governance.

Other points to note:

• The company name must not be the same or of confusable similarity as a name appearing in the index of company names kept by the Registrar of Companies.

• The registration process can generally be completed within 5 working days.

• Submissions in electronic form are usually processed within the same day, however, the e-incorporation is available to registered users only.

Marbury, as licensed TCSP and company formation agent, can guide you through the process and assist with statutory compliance and governance. Contact us now.

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Ongoing Corporate Compliance Service

All Hong Kong companies are required to file any updates or changes in the statutory records within a specific time frame. Hong Kong companies are also required to file an Annual Return to the Companies Registry. Although not a filing requirement to the extent that it will be of public record, the Companies Ordinance stipulates that a Hong Kong company’s annual financial statements are to be prepared and audited.

The Inland Revenue Ordinance further requires Hong Kong companies to complete and file annual tax returns. Unless exempt, the audited financial statements are to be submitted together with the Profits Tax Return for a tax assessment by the Inland Revenue Department (IRD).

Marbury’s Company Secretarial and Advisory Services are designed to relieve the burden from companies and their directors. Contact us for more details.