FAQS

Generally, and subject to the company name being acceptable to the Hong Kong Companies Registry, the Certificate of Incorporation for the new Hong Kong company should be available within seven to ten days after lodgement of incorporation documents.

A company name may be in English or in Chinese, or the company may have an English and a Chinese name. However, a name partly in English and partly in Chinese is not permitted. In Chinese, only Traditional Chinese characters are allowed.

Companies “limited” by shares, must end their names with the work “Limited” (with the equivalent in Chinese if the company uses a Chinese name).

A name must not be too similar to a name already registered with the Companies Registry. The name must not be offensive or otherwise contrary to the public interest and must not give the impression that the company is in any way connected with the Governments of Hong Kong or the Peoples’ Republic of China. The use of some words is restricted.

Should you have any queries or concerns regarding your preferred company name, please Contact Us

A private company must have at least one Director. The Director may be either an individual or another company. There are no restrictions on the nationality or residence of Directors. In this respect however, please note that where there is no Director resident in Hong Kong, Hong Kong banks are becoming more reluctant to accept the company as a customer.

The company may appoint a nominee as a Director subject to the requirement (since March 2014) that the company has at least one real person as a Director. Also in this respect, please note that where there are nominee Directors, Hong Kong banks are also more reluctant to accept the company as a customer.

If there is more than one Director, then one of those Directors may also take the role of Company Secretary, subject to residency requirements for Company Secretaries.

A residential address, wherever situated, must be provided for the Director(s) to the Companies Registry, but this address will not be disclosed to the public.

A Hong Kong company must have at least one Company Secretary. The Company Secretary may be an individual ordinarily resident in Hong Kong or another company whose registered office is in Hong Kong. If the company has more than one Director then, subject to the residency requirements for Hong Kong Company Secretaries, one of those Directors may also take the role of Company Secretary.

A private company must have at least one registered Shareholder. There are no restrictions as to the nationality or residence of shareholders and nominee shareholders (either individuals or companies) may be used.

Bearer shares however are not permitted for Hong Kong companies. Also note that while the Companies Ordinance places no restrictions on nationality or residence of shareholders, Hong Kong banks are becoming increasingly reluctant to accept companies as customers where their shareholders are based in “tax haven” countries.

A Hong Kong company must have a registered office address in Hong Kong. The address must be a “street” address, that is, a post office box is not acceptable.

The registered office is where official mail from the Hong Kong government (Companies Registry, Inland Revenue Department, Bureau of Statistics et al) will be delivered.

The Articles of Association lay out the company’s name, whether it is a company limited by shares or otherwise and generally the duties and responsibilities and powers of the Directors and Company Secretary.

As of March 2014, there is no longer a requirement for a Memorandum of Association.

There is no minimum or maximum requirement for Share Capital for a Hong Kong company other than that at least one share of some value, determined by the company, is issued.

As of March 2014, there is no concept of “Authorised Capital” or “par value” in Hong Kong.

Companies Ordinance – Annual Return

A private company must annually lodge with the Companies Registry an Annual Return which confirms the details of the company held by the Companies Registry. Such details include those of Directors, Shareholders, Issued Share Capital, Company Secretary and Registered Office. The Annual Return is due for lodgement within forty-two days of the anniversary of the company’s incorporation.

Where a company is a private company, financial statements are not required to be lodged with the Companies Registry.

At present, the lodgement fee payable to the Companies Registry for an Annual Return is HKD105. However, fees rise rapidly should the Annual Return be lodged late and may include prosecution of the officers of the company.

Companies Ordinance – Annual Accounts and Audit

As a requirement of the Companies Ordinance, a Hong Kong company must prepare and have audited its first financial statements within eighteen months of its incorporation and subsequently each twelve months thereafter. While the default financial year in Hong Kong is March 31, a company may select any financial year end suitable to it, subject to meeting the requirements for financial statement preparation and audit noted above.

Inland Revenue Department – Business Registration

At incorporation the company must pay a fee (at present HKD2,200) for business registration. This fee becomes an annual fee payable to the Inland Revenue Department prior to the company’s anniversary of incorporation. Late penalties apply.

Inland Revenue Department – Income Tax

The Hong Kong Inland Revenue Department will issue an Income Tax Return (known locally as a Profits Tax Return) to the company’s registered office address generally between twelve and eighteen months after the company’s incorporation date.

The first Profits Tax Return will be required to be lodged within three months of the date of its issue and accompanied by audited financial statements. Subsequent Profits Tax Returns will generally be required to be lodged on an annual basis thereafter.

The Hong Kong Inland Revenue Department will issue an Income Tax Return (known locally as a Profits Tax Return) to the company’s registered office address generally between twelve and eighteen months after the company’s incorporation date.

The first Profits Tax Return will be required to be lodged within three months of the date of its issue and accompanied by audited financial statements. Subsequent Profits Tax Returns will generally be required to be lodged on an annual basis thereafter.

Bearing in mind the potential problems noted elsewhere on this site, which a Hong Kong company may face in opening a bank account in Hong Kong, there are over 150 licensed banks in Hong Kong from which to choose.

For complete and international services and ease of use of online facilities, Access Corporate Limited suggests the Hongkong and Shanghai Banking Corporation (HSBC).

The requirements for a company bank account to be opened generally include the following:

(i) certified copies of all documents lodged to the date of account opening application with the Companies Registry;
(ii) identity documents of all Directors (either Hong Kong Identity Cards or passports issued by other countries);
(iii) proof of residential address for each Director (generally a bank or credit card statement, utilities bill) which must be dated within three months of the account opening application date;
(iv) an opening deposit which may be as much as HKD50,000;
(v) account signatories will generally be required to be present, in person, at the bank for their identity and signature to be verified by an officer of the bank. In some instances, some international banks, for example HSBC, may allow identification and signature verification at their overseas branches;
(vi) an account opening minute signed by the company Director.

Provided the bank accepts the company as a customer, the account will generally be available within one to two weeks of application.

Generally a small, closely-held (that is, few shareholder changes) private company will have little compliance issues with the Companies Registry. There may be changes in Directors or their details or perhaps the issue of new shares or changes in the Registered Office. All these matters need be reported to the Companies Registry. Many of the documents related to these matters do not require the payment of any fee if the document is lodged within the time frames specified by the Companies Ordinance. Others do carry lodgement fees which escalate should the lodgement be out of time.

Other responses might be necessary to the Bureau of Statistics. Even should the company have little activity, it might find itself receiving such questionnaires as employment availability. While these questionnaires might require only fifteen minutes for completion, if they are not returned within the specified time-frame, penalties may apply.

Should the company commence business operations, especially where staff are employed, there will be lodgements to the Inland Revenue notifying new and changes in staff. There will also be monthly payments in respect of payroll and mandatory provident fund contributions as well as annual wages reporting.

All of these issues can be catered for by the ACCESS Group. Please do not hesitate to <>Contact Us!