Hong Kong Company Registration
Service Description
| A. Advantages of incorporating a company in Hong Kong |
| As one of the world’s leading economic centers, Hong Kong is a great place to set up a company. There are many reasons why Hong Kong attracts investors to start a business, including its strategic location to access the huge Mainland China market and the vibrant investment environment that has led to an active Hong Kong business registry, making Hong Kong a prime location for many foreign investors to start a company. If you wish to incorporate a company in Hong Kong, register an offshore company in Hong Kong, or operate a business here through a private limited company, you must comply with the Hong Kong offshore company formation requirements. The main advantages of incorporating a Hong Kong company are as follows:
①. Hong Kong companies have very few restrictions on the scope of business: Hong Kong limited companies can operate any business in Hong Kong, except illegal businesses. ②. Hong Kong tax system is simple and low tax rate: Hong Kong low tax rate, few taxes, set up a company in Hong Kong, generally only need to pay two kinds of taxes: First, profits tax, the tax rate of 16.5%, is based on our actual profit (net profit) to calculate, the enterprise does not win, do not pay tax. Second, salaries tax, tax-free single (120,000HKD) married (240,000HKD), except for tobacco and wine or special, there is no import and export tax in Hong Kong. ③. Hong Kong companies are allowed to have no business and shell companies are allowed to exist. Many enterprises have registered shell companies in Hong Kong to do brand promotion and take advantage of Hong Kong’s popularity to create Hong Kong brands. For example, Hong Kong’s garment, toy and cultural publishing industries have certain competitive advantages in the international arena. ④. Hong Kong company registration procedures Simple and fast: Hong Kong’s business registration process is very convenient, a Hong Kong limited liability company can be registered in 8 working days, which is much lower than the world average of 48 days, and it takes only four days to set up a branch, and only three days to purchase a ready-made company. Online application, the scanned documents can be issued on the same day. You can apply by providing a valid ID (18 years of age or older), a registered address and a legal secretary. ⑤. Every year, the Hong Kong government invests a considerable amount of funds to support and encourage enterprises to undertake technology training or patent applications. To support SMEs in meeting the challenges and opportunities brought by economic development, the HKSAR Government has set up SME funding schemes, including the SME Export Marketing Fund, SME Loan Guarantee Scheme and SME Training Fund. ⑥. Lower annual maintenance costs: low annual maintenance costs, only need to apply for annual audit can be no need to rent office in Hong Kong, no need to hire staff no need to file monthly tax returns, once a year can be. (7). Convenient to establish a brand image for better marketing: Hong Kong companies are in line with the international community and can be branded internationally, reflecting the strength of the product in the world. The name is free, international, global, China, Chinese and other words can be registered, the establishment of non-profit organizations, associations, promotion associations, unions can be registered. ⑧. Investment in Mainland companies enjoy tax incentives: Hong Kong companies investing in the Mainland, Mainland companies can enjoy tax incentives and set up Chinese-foreign joint venture companies can enjoy project funding support from the local government. |
| Second, the basic requirements for registration of Hong Kong companies |
| There are four different types of business entities in Hong Kong: limited liability companies, sole proprietorships, partnerships and foreign corporate offices. Of these four types of business entities, the Hong Kong private limited liability company is the most common type. Many foreign investors prefer to set up a limited liability company as their Hong Kong offshore company because it is a separate legal entity with limited liability to the holder. The following is an introduction to the basic requirements for registering a Hong Kong limited liability company:
1. Company Name One of the requirements for registering a Hong Kong company and forming a Hong Kong company is to have the name of a Hong Kong limited company. Criteria for Company Name You cannot use the name of a Hong Kong limited company that is already in use by another company or is being registered. Company name (Establishing a company in Hong Kong). ● It is strictly prohibited to use any name that may have a similar impression/similar concept to that of the Hong Kong Government or any government department. The company name can be in either English or Chinese, but a combination of Chinese and English characters is not allowed. The English company name must have the word “Limited” in it. ● The Registrar may refuse to register a company if its name is offensive or constitutes a criminal offence. 2. Directors of limited companies At least one of the directors must be a natural person who has reached the age of 18 to register a company in Hong Kong. ● He or she can be a foreigner and a non-resident of Hong Kong. 3. Shareholders of a limited company Minimum number of shareholders required for company incorporation in Hong Kong: 1 Hong Kong company registration allows 100% foreign or local shareholding. No foreign ownership restrictions. 4. Registration of Significant Controllers and Designated Representatives Before you can register your company in Hong Kong, the company must appoint at least one person as the company’s designated representative. 5. Company Secretary A company secretary must be appointed for a company registered in Hong Kong. If the secretary is an individual, this person must be a resident of Hong Kong. If the company secretary is a body corporate, then its place of business or registered office address must be in Hong Kong. If a company has a single director, that director cannot also serve as the company secretary of the company. The appointment of an acting company secretary is permitted. 6. Share capital There is no minimum share capital requirement to register a company in Hong Kong. The share capital is not limited to HKD and can be in any major currency. ● Equity is freely transferable (subject to stamp duty). It is customary for companies incorporated in Hong Kong to have at least one shareholder with at least one ordinary share. ● Issued share capital (usually called paid-up capital) is shares issued and subscribed by shareholders. 7. registered address A local address in Hong Kong must be provided as the company’s registered address. Mailbox (O. Box) cannot be considered as a registered company address. The physical address will be accepted as the registered address of the company. 8. Public Information If you want more confidentiality when incorporating a company in Hong Kong, you may choose to appoint a nominee company shareholder and nominee director. 9. Taxation ● Under the two-tier profits tax system, the tax rate for the first $2 million of taxable income of a Hong Kong corporation is 25% and the tax rate for taxable income over $2 million is 16.5%. Hong Kong’s tax system is divided by region. Only income generated from Hong Kong is subject to Hong Kong income tax. ● No capital gains tax, no dividend withholding tax, no excise/value-added tax. 10. annual compliance requirements An annual audit of the company’s accounts must be conducted by a professional firm, and private limited companies must file audited accounts and income tax returns with the Inland Revenue Department annually. ● All companies must file with the Registrar of Companies Annual Return and pay the annual company registration fee (BR). The Hong Kong Certificate of Incorporation must be renewed annually, or every three years (1 month prior to the expiration of the Certificate). ● An ordinary general meeting (AGM) must be held for each financial year and the company must hold an AGM within 9 months of the year-end date of its financial year. If the first financial period is longer than 12 months, then the company must hold an AGM within 9 months of the first anniversary of the company’s incorporation or within 3 months of the end of the financial period, whichever is later. ● The company may cancel the convening of an annual general meeting by a written resolution or by a resolution passed at a meeting of all members, and a company with only one member need not hold an annual general meeting. 11. Government Fees (on or after April 1, 2019) ● Company registration (government fee): HKD1,720. ● Hong Kong Business Registration Certificate (government fee) Taxation of the Protection of Wages on Insolvency Fund One-year certificate for company registration in Hong Kong 3-year certificate |
| Three, registered Hong Kong companies need to file |
| 1、Articles of Incorporation
2. Notice to the Registrar of Companies 3、Fill out the complete company registration form, including the following information: Company Name Hong Kong address for registered companies Description of the proposed business activities Details of directors, shareholders and company secretary Responsibilities of members Share capital of the registered company Number of shares subscribed by subscribers 4. Information on non-resident directors and shareholders: ● Passport photocopy Proof of overseas residence address 5. Information on resident directors and shareholders: Copy of Hong Kong Identity Card Proof of residence address 6. Information on corporate directors and shareholders: A copy of the parent company’s registered documents (i.e. certificate of incorporation and articles of incorporation) |
| Fourth, the Hong Kong company registration method and the time required |
| It takes 1 working day to register by choosing the electronic “Easy Registration” method.
●Registered New Hong Kong Limited Company Takes about 5-6 working days (after receiving all the information and passing due diligence) It takes about 2 working days to purchase a ready-made Hong Kong company (i.e. shell company) (after receiving all the information and passing due diligence) |
| V. Hong Kong company registration information |
| 1 green briefcase
1 copy of the Green Book of Directors’ Meeting Minutes 1 Certificate of Registration (CR) 1 Business Registration Certificate (BR) 10 copies of articles of incorporation ● Stock book 1 copy ● Statutory documents for company formation (NC1) 1 set ● Hong Kong Government Fee Invoice 1 each of steel seal, small round seal, and bar-shaped signature seal |
