top of page

Private Limited Company Set-Up Guide in Hong Kong

Step 1: Selecting a Name for a Private Limited Company in Hong Kong

  • Naming Requirements:

  • Companies can be registered with an English name, a Chinese name, or both. However, a combination of English words/letters and Chinese characters is not permitted.

  • The name must include "Limited" at the end unless a specific application for exemption is submitted to the Companies Registry.

  • Investors must ensure that the desired name is not already in use or similar to existing names by checking the Companies Registry.

  • Additionally, the chosen name should not infringe upon any intellectual property rights, which can be verified on the Intellectual Property Department's website.

Step 2: Deciding Organizational Structure and Registered Office in Hong Kong

  • Board of Directors:

  • After selecting a company name, investors must decide on the board of directors. The first shareholder must obtain written consent from each director, along with a copy of their passport or ID and proof of residential address.

  • Share Capital:

  • The amount of capital and the number of shares to be issued to the first shareholders must be determined. There are no statutory minimum or maximum limits for capital; it is based on the needs of the company.

  • Shares have no par value, and the amount stated in the Articles of Association must be contributed immediately after company registration.

  • Company Secretary:

  • A company must appoint at least one natural person as a director, with no restrictions on nationality.

  • If there is only one director, a different individual must be appointed as the company secretary. If there are multiple directors, one of them can serve as the secretary.

  • A written consent to act as a company secretary must be obtained. Alternatively, professional firms in Hong Kong can be engaged for secretarial services for a fixed annual fee.

  • Registered Office Address:

  • The registered office must be a physical address in Hong Kong. It cannot be a P.O. box. If the founder does not plan to lease an office, they can use the address of a professional firm, provided the firm holds a Trust and Company Service Providers (TCSP) license.

Step 3: Preparing Registration Documents

  • Required Documents:

  • Investors need to prepare the Articles of Association, the incorporation form, and a Notice to the Business Registration Office. These documents are then submitted to the Companies Registry.

  • Fees:

  • The incorporation fee is HK$1,720, with a 10% discount for using the e-Registry portal.

  • The business registration fee is HK$2,150 for a one-year certificate or HK$5,650 for a three-year certificate.

  • Certificate Issuance:

  • Once the documents are approved, the Companies Registry issues a Certificate of Incorporation and a Business Registration Certificate, officially recognizing the company’s legal existence.

Step 4: Completing Incorporation

  • Company Chop and Articles of Association:

  • After incorporation, investors must arrange for a company chop (seal) and printing of the Articles of Association. While it is optional to use a common seal, the Articles of Association can be maintained electronically.

Key Compliance Requirements

Can Woodburn help you?

Annual Compliance

  • Annual Return Filing: Companies must file an annual return to update the Companies Registry with the latest information about the company's structure and operations.

  • Business Registration Renewal: Annual renewal of the business registration certificate is required.

  • Annual General Meeting: The company must hold an annual general meeting to discuss and approve the financial statements.

  • Auditor Appointment: An auditor must be appointed to audit the company’s financial statements.

  • Financial Statements: The company must prepare and have its financial statements audited annually.

  • Company Changes: Any changes in the company’s structure, such as changes in directors or shareholders, must be reported to the Companies Registry.

Significant Controllers Register

  • Requirements:

  • Companies must identify significant controllers, defined as individuals or entities holding more than 25% of shares or voting rights, or having significant control over the company.

  • A register of significant controllers must be maintained and made accessible to law enforcement upon request.

  • A designated representative must be appointed to assist with matters related to the significant controllers register.

  • The register must be kept at the company’s registered office or another prescribed location in Hong Kong.

  • Penalties:

  • Non-compliance can lead to fines up to HK$25,000 and additional daily penalties for continued violations.

Anti-Money Laundering (AML) and Counter-Terrorist Financing

  • Requirements for TCSP Licensees:

  • Trust and company service providers must take measures to mitigate the risks of money laundering and terrorist financing.

  • Compliance with AML and counter-terrorist financing obligations is mandatory.

  • Licensees must implement policies and procedures for risk assessment, customer due diligence, ongoing monitoring, suspicious transaction reporting, record-keeping, and staff training.

  • Due Diligence:

  • Companies must provide necessary due diligence documents to TCSP licensees to comply with regulatory requirements.

Inspection Regime

  • Phases of Implementation:

  • Phase 1 (Aug 23, 2021): Companies can replace directors' residential addresses with correspondence addresses in their registers.

  • Phase 2 (Oct 24, 2022): Protected Information (residential addresses and full ID numbers) on the Index of Directors will be replaced with correspondence addresses and partial ID numbers.

  • Phase 3 (Dec 27, 2023): Data subjects can apply to replace their Protected Information in public documents with correspondence addresses and partial ID numbers. Only specified persons can access the full information upon application.

Additional Considerations

  • Licenses and Permits: Some business activities may require additional licenses or permits, which can be checked on the Business License Information Service under the Trade and Industry Department.

  • Professional Assistance: It is advisable to engage professional firms for secretarial services and compliance matters to ensure adherence to all regulatory requirements and streamline the process of setting up and maintaining a business in Hong Kong.

This comprehensive guide provides a detailed overview of the steps and compliance requirements for setting up and maintaining a private limited company in Hong Kong, emphasizing the importance of proper documentation, adherence to regulatory standards, and the benefits of engaging professional services for smooth operations.

 

Woodburn Accountants & Advisors is one of China’s most trusted business setup advisory firms.


Woodburn Accountants & Advisors is specialized in inbound investment to China and Hong Kong. We focus on eliminating the complexities of corporate services and compliance administration. We help clients with services ranging from trademark registration and company incorporation to the full outsourcing solution for accounting, tax, and human resource services. Our advisory services can be tailor-made based on the companies’ objectives, goals and needs which vary depending on the stage they are at on their journey.

 

Talk to an expert


Schedule a 30-mins complimentary, no-obligation call to see how Woodburn can help you. Book a call with our Head of Business Advisory - Kristina Koehler-Coluccia.

Topics we can advise on include:

  • Company Registration

  • Cloud Accounting & Financial Reporting

  • Cloud Payroll Services

  • Tax & Audit Services

  • Recruitment

  • Employer-of-Record

  • Visa Application

  • Trademark Registration

  • Switch to Woodburn

  • Partner with Woodburn (cross referral) 

Our calls are automatically scheduled via Zoom - or via Teams, WeChat or WhatsApp upon direct request. 

Our advisory calls are available from Monday-Friday from 8am to 5pm CEST and Wednesday until 9pm CEST.

 


Kommentare


Woodburn Accountants & Advisors is one of China and Hong Kong’s
most trusted business setup advisory firms

bottom of page