Q&A: Incorporating a Hong Kong Company?

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  1. Minimum requirements:
  • One director (at least one who is a natural person, i.e. not a company)
  • One shareholder
  • A company secretary (holder of a HKID or a HK company)
  • A registered office address in Hong Kong
  • Auditor(s) from a Hong Kong accounting firm (before 18 months from the date of company incorporation)
  • Business Registration Certificate (valid for 1 or 3 years)

2. Other requirements

If the company consists of more than one director, then:

  • the same person can be the company secretary, company director and shareholder

If the company only has one director, then:

  • the same director cannot act as the company secretary.

If the company is a member (of a group of companies) of a listed company, then:

  • the director must be a natural person

3. Share Capital

  • No minimum share capital prescribed
  • Normally, it is set at HK$10,000 at HK$1.00 per share
  • A share capital duty of 0.1% is levied on any authorised share capital (capped at HK$30,000) where the premium share amount are issued above par value

4. Ongoing Compliance

  • A Hong Kong company must hold an annual general meeting every calendar year
  • An annual return of the company must also be filed with the Companies Registry
  • Notify the Companies Registry of any special resolutions passed, creating a charge over certain assets and changes made to documents filed initially with the Companies Registry

Changes within a Hong Kong company requiring notification to the Companies Registry includes (inter alia):

  • any changes to the company Memorandum and Articles of Association
  • change of registered office address
  • share capital amendments
  • change of company director(s)
  • change of company secretary
  • share allotments
  • company name change

Contact us today for more information on company incorporation in Hong Kong or other Offshore locations

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T: (+852) 3756 0183
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Thomas. Jefferson Associated Limited
Suite 2302, 23/F New World Tower 1
18 Queens Road Central
HONG KONG SAR

DISCLAIMER 
The information contained herein is intended to provide a generic outline of the subject matter. It does not take into account individual circumstances and thus, should not constitute legal advice. Thomas. Jefferson Associates recommends that you seek legal advice specific to your individual needs. Please also refer to our website disclaimer which is applicable to contents published on this website.