FEATURES OF HONG KONG LIMITED LIABILITY COMPANY
(Hong Kong Private Company Limited by Shares)
General Information
Location
Hong Kong is located in the South China Sea 100 miles south
east of Guanzhou (formerly known as Canton). As of the 1 July
1997 under the Sino-British Agreement of December 1984 Hong
Kong became a Special Administrative Region (HKSAR) of the
People's Republic of China. The Basic Law, which is the Constitution
of the HKSAR, is intended to maintain the HKSAR and the PRC
as separate governmental, legal and economic systems. This
is known as the "One Country, two Systems" concept.
Hong Kong is governed by a Chief Executive and an Executive
Council. Although there is a legislature, the administration
is executive led and generally pro-business. Hong Kong is
ranked the freest economy in the world.
Legal System and Taxation
The legal system of Hong Kong is based on English Common Law
supplemented by locally enacted Ordinances. Hong Kong is guaranteed
a high degree of autonomy from 1997. It is generally allowed
to enact and enforce its own laws. The Hong Kong Companies
Ordinance has many similarities to the British Companies Acts.
There are an excellent range of professional services available
as Hong Kong serves as the major business centre for the whole
of the Far East. This is unlikely to change in the foreseeable
future.
One of the major advantages of utilising a Hong Kong company
is that there is no immediate suggestion that the company
is a tax avoidance vehicle as Hong Kong is major trading entity
in its own right. Hong Kong is one of the world’s largest
importer and also one of the world’s largest exporter.
The vast majority of the 50,000 Hong Kong companies incorporated
annually are local trading companies doing real business in
the region.
Language
The official languages are English and Chinese, with English
being used in the commercial and political context and Cantonese
Chinese used widely in industry and domestic trade.
Currency
The Hong Kong Dollar which is officially pegged to the US
Dollar at USD1=HKD7.78
Exchange Control
None.
Type of Laws
Common Law based on English Common Law.
Principle Corporate Legislation
Hong Kong Companies Ordinance (Cap 32). Details can be viewed at the
following link:
http://www.justice.gov.hk/Home.htm
Faeatures of Hong Kong Limited liability Company (Private Company Limited by Shares)
Type of Company for International
Trade and Investment
Private Company Limited by Shares (Limited Liability Company, Pravte Company, LLC).
Restrictions on Trading
Cannot undertake banking or insurance activities or financial
business (such as currency trading) unless relevant licences
are obtained.
Power of Company
A Hong Kong Company has all the powers of a natural person.
Language of Legislation and Corporate
Documents
Legislation in both English and Chinese; incorporation documents, such as Memorandum and Articles of Association (also known as Articles of Association, bylaws and constitutions in other countries), Notification of Appointment of First Directors and Secretary etc could be prepared either in English or Chinese.
Name Approval Required
It is not possible to reserve a name. It is essential to check
that there is no similar or identical name on the Register of Companies maintained by the Companies Registry,
which would prevent the company being incorporated.
Shelf Company Available
Yes, shelf companies or readymade companies are commonly used
Hong Kong and are available for immediate delivery. Please click here for the costs for purchasing a readymade company from Kaizen or download our latest readymade companies list.
Procedures to Incorporate
Submission of Memorandum and Articles of Association and a
Declaration of Compliance with Companies Registry>> File documents for appointment of director(s) and situation of Registered Office with Companies Registry after issuance of Certificate of Incorporation>> Apply for Business Registration Certificate from Business Registration Office (please
click here for detailed incorporation procedures).
See Also: Content of Memorandum and Articles of Association;
Sample Standard Memorandum and Articles of Association of a Hong KOng private company
Time to Incorporate
Approximately two weeks from the submission of documentation to the Hong Kong Companies Registry; for purchase of readymade company, the whole registration process could be completed in as less as one day.
Name Restriction
A name that is similar to or identical to an existing company.
A name that constitutes a criminal offence or is otherwise
contrary to the public interest. A name that implies government
patronage.
See also: Hong Kong Compoany Names Guidelines
Names Requiring Consent or Licence
Building society, Chamber of Commerce, chartered, co-operative,
imperial, kaifong, mass transit, municipal, savings, tourist
association, trust, trustee, underground railway, bank, insurance,
assurance, reinsurance, fund management, asset management
and investment fund.
Suffixes to Denote Limited Liability
Limited.
Disclosure of Beneficial Ownership
to Authorities
Not required. Confidentiality can be obtained by using nominee
shareholders.
Taxation (Profits Tax, Corporate Income Tax)
The rate of taxation is 17.5% on Hong Kong source income only.
In practice this means that, with careful structuring, as
long as a Hong Kong company is not actually doing business
in Hong Kong it would normally be possible to arrange the
affairs of the company so that no tax would be payable. Detailed
advice on this aspect is available on request. Please
click here for a detailed description of different categories
of taxes in Hong Kong.
Share Capital
There are two types of share capital, one is authorised share
capital and another is issued and paid up share capital. There is no limitation
on the amounts of both types of share capitals. For most of
the small private company, the authorised share capital is
usually set at HK$10,000 divided into 10,000 shares of HK$1
each and the issued share capital is usually set at HK$1 divided
into 1 share of HK$1 each.
Also see: increase of share capital, allotment of shares
Classes of Shares Permitted
Ordinary shares, preference shares, redeemable shares and
shares with or without voting rights. Bearer shares not allowed.
Shareholders
A minimum number of one shareholder is required whose details
are filed on the public register maintained by the Companies Registry. Corporate shareholders are
permitted and anonymity can be achieved by the use of
nominee shareholders. The shareholders can be of any nationality
and be resident anywhere in the world and meetings can take
place anywhere.
Directors
A minimum of one director is required and full details of
these must be filed with the Companies Registry. The director
can be of any nationality and be resident anywhere. Corporations
incorporated anywhere can act as director. There is no requirement
for board meetings to be held within Hong Kong and directors
may be resident anywhere in the world.
Also see: Non-statutory Guidelines on
the Duties of Directors of Hong Kong Company
Company Secretary
A company must appoint a
Company Secretary who can either be a person or a corporation.
If the secretary is a person, he or she must be a Hong Kong
resident. If the secretary is a corporation, the corporation
must has a registered office or a place of business in Hong
Kong. We will provide a company secretary at a cost of USD275
per year, if required.
Also see: Responsibilities of Company Secretary
Registered Office
A company must maintain a registered address in Hong Kong
where the correspondence from Hong Kong Government can be
served. We will provide the registered office at a cost of
USD175 per year, if required.
Annual Reporting
Hong Kong companies are required to prepare audited accounts
under the company laws. Also, a copy of the audited financial
statements is to be furnished with Inland Revenue Department together with Profits Tax Return. The audited financial statements
are not available to the public or to the foreign authorities
except those of a listed company. We can provide complete
supporting services after incorporation, such as book-keeping
and auditing (please click here
for details of our accounting services) and tax filing
(please click here for
details of our tax filing services)
All companies must also prepare and file an annual return
which gives details of the current directors and of the shareholders
who have held shares in the company at any time during the
year.
See also: Step by step guide to register a Hong Kong company
Hong Kong Company Registration and Maintenance Costs
Registration Costs
| Type of Company |
Tailor-made Company
(you provide the company name of your choice and Kaizen register the company for you) |
Readymade Company
you choose a name from our readymade companies list, that is, you purchase a company off the shelf from Kaizen |
| Costs |
USD1,325.00 |
USD1,325.00 |
| Services Included |
Our fees for registration of a company with a standard share capital of HKD10,000 and standard Memorandum and Articles of Association are USD1,325.00. Our fees cover statutory incorporation filing fee of USD225 paid to the Companies Registry and first year business registration fee of USD335 to be paid to Business Registration Office, first year company secretary fee and first year registered office fee. |
Our fees for a readymade company with a standard share capital of HKD10,000 and standard Memorandum and Articles of Association are USD1,325.00. Our fees cover statutory incorporation filing fee of USD225 paid to the Companies Registry and first year business registration fee of USD335 to be paid to Business Registration Office, first year company secretary fee and first year registered office fee and transfering the subscriber's share to you. |
| Incorporation Procedures |
Step by step guide to register a Hong Kong company through Kaizen |
Step by step guide to purchase a readymade company from Kaizen |
Annual Maintenance Costs
Annual maintenance costs of a Hong Kong company are estimated to be around USD1,335
which covers annual filing fee, annual company secretary fee
and annual registered office fee, annual audit fee and tax filing
fee.
Special priced packages
starting from USD1,325.00, Please check out for details.
Detailed break down of formation
costs for Hong Kong company
Hong Kong company Detailed registration
procedures and documents required
If you need assistance, more information or want to place an order, please contact our Hong Kong Office, Shenzhen Office, Shanghai Office or Beijing Office.
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