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Hong Kong Company Registration

Hong Kong offers various incentives suitable for international companies to establish their businesses, such as its strategic location, free flow of information and goods, straightforward business license and permit applications, unrestricted capital flow and communication.

This makes Hong Kong a leading international market and financial center for entrepreneurs. As of the end of 2020, the total number of Hong Kong company registrations was 1,387,919, and the total number of newly established Hong Kong companies in 2020 was 99,405.

I.Hong Kong company environment profile

Hong Kong is one of the two special administrative regions of the People’s Republic of China, and its core to Hong Kong’s development. Its economy rapidly grew in the late 20th century and gradually developed into a modern international metropolis with a significant position in the Asia-Pacific region, primarily as an industrial and commercial center and an international financial center.

Location:
Located at the southern end of mainland China, on the north bank of the South China Sea and on the east side of the Pearl River Estuary, Hong Kong is adjacent to Macau and Zhuhai City in Guangdong Province across the Pearl River to the west, Shenzhen City in Guangdong Province to the north, and faces the South China Sea in the south. Situated at the center of the countries along the western Pacific Ocean, it is also a crucial point for shipping in both the Pacific and Indian Oceans. The territory consists of Hong Kong Island, Kowloon, and the New Territories, and comprises mainland areas such as the Kowloon Peninsula and 263 islands.

Population

The current population is approximately 7,496,981.

Foreign Exchange Control

None.

Language

Chinese and English, while Cantonese, Mandarin and English.

Economics

Hong Kong's economy is a free-market economic system that is highly dependent on international trade and is the most service-dominated economy in the world.

Legal System

Hong Kong's legal system is based on the original common law system, supplemented by statutory law.

Time Zone

GMT+8

Currency

The currency used in Hong Kong is HKD.

Main Company Legislation

Hong Kong’s company law is the Companies Ordinance.

Population

The current population is approximately 7,496,981.

Language

Chinese and English, while Cantonese, Mandarin and English.

Legal System

Hong Kong's legal system is based on the original common law system, supplemented by statutory law.

Currency

The currency used in Hong Kong is HKD.

Foreign Exchange Control

None.

Economics

Hong Kong's economy is a free-market economic system that is highly dependent on international trade and is the most service-dominated economy in the world.

Time Zone

GMT+8

Main Company Legislation

Hong Kong’s company law is the Companies Ordinance.

II.The advantages and functions of Hong Kong company registration

Hong Kong is well-known internationally, its establishment is more formal, and it will not be recognized as a paper company. It is easier to be accepted by banks. Therefore, opening a Hong Kong company has more advantages than setting up in other countries; the advantages of a Hong Kong registration company are described as follows:

Hong Kong company registration type
Non-traditional tax-exemption offshore setup country, it must provide annual returns every year, which is highly accepted by international banks, institutions, and customers.

Fresh image
Hong Kong companies have a good international business image and are not a tax haven recognized by the OECD, but only a low-tax jurisdiction. Hong Kong businessmen have a better image and are often used for trademark applications.

Low taxes
Taxation is a major concern for entrepreneurs when setting up a business in a jurisdiction. Hong Kong boasts as one of the world’s lowest tax jurisdictions with a simple corporate tax system and low tax rates, without capital gains tax, VAT, sales tax, or withholding tax on dividends, interest, or social security benefits.

Great location
Hong Kong companies are close to China and are located in the hub of Asia, making them suitable as a transfer point for Asian investments.

Re-export trade/e-commerce
Hong Kong is exempt from tax overseas, can be used to operate entrepot trade, and can be registered on major e-commerce platforms to operate cross-border e-commerce transactions.

A springboard for investing in China and Southeast Asia
Hong Kong is strategically located in the heart of Asia and can serve as the best springboard for entering the mainland China market. It is located on the southeast coast of mainland China and adjacent to the entrance of the Pearl River Delta. Setting up a company in Hong Kong is easy, with a relatively simple and fast certification process for relevant company documents.

High acceptance of bank account opening
Compared to traditional tax-free offshore companies, setting up a Hong Kong company can make it easier to open an account in international financial centers like Hong Kong or Singapore, and be recognized by various international banks.

III.How to register a Hong Kong company? What documents do I need to prepare?

According to the Hong Kong Companies Ordinance, anyone over the age of 18 (whether foreign or local) can establish a Hong Kong company. The most common type of company established by foreign investors is a Limited Liability Company (LIMITED), also known as a private limited company in Hong Kong.

An LLC has a separate legal personality and limited liability for its owners, making it easier to raise capital and transfer ownership than other business structures such as sole proprietorships and partnerships.

All members will own shares in the company with limited liability, protecting their personal assets from liability and business risk.

How to register a company in Hong Kong? The following information or documents are required:

-Company Name-

-Registered Capital And Share Capital-

-Directors And Shareholders-

-Registered Address-

-Company Secretary-

-Designate a Representative–

Company name:
The company must choose a name, which can be in English, or both in English and Chinese. The company name must be approved before Hong Kong company registration.

Registered capital and share capital:
The share capital of a company established in Hong Kong can be registered in US dollars or Hong Kong dollars, and there is no limit on the amount. The common standard registered capital is HKD10,000; although there is no minimum share capital requirement, the norm for a company incorporated in Hong Kong is to have at least one shareholder and Issue one common share at its inception. Share capital can be expressed in any currency and is not limited to Hong Kong dollars. Shares are freely transferable, subject to stamp duty. Bearer shares are not allowed.

Directors:
At least one individual director, the maximum number is not limited. Directors must be natural persons and can be of any nationality and need not reside in Hong Kong. Directors must be at least 18 years old and must not be bankrupt or convicted of any wrongdoing. Directors do not need to be shareholders at the same time, and board meetings can be held anywhere in the world. (New Search Arrangements in Hong Kong: Restricting Public Access to Protected Data of Directors and Company Secretaries)

Shareholders:
There can be a minimum of 1 shareholder and a maximum of 50 shareholders. There are no residency requirements for shareholders. Directors and shareholders can be the same person or different people. Shareholders can be individuals or companies must be at least 18 years old and can be of any nationality.
100% local or foreign equity is allowed. In the case of company shareholders must provide copies of company documents such as certificate of incorporation, certificate of incumbency, relevant documents showing directors, shareholders and UBO (Ultimate Beneficial Owner) and the above personal documents.

Registered address:
Hong Kong company registration requires a local address as the company’s registered address. The registered address must be a physical address, not a post office box, which can be provided by the secretarial company.

Designate a representative:
Since the 2018 amendment of the Companies Ordinance, every company incorporated in Hong Kong, except companies listed on the Hong Kong Stock Exchange (HKSE), is required to create and maintain a register of all persons who have significant control over the company. All companies must also appoint a Designated Representative (DR) who is responsible for reporting SCR-related situations to the prescribed local authorities upon request.

Company Secretary:
It is necessary to appoint a Hong Kong-based company as the statutory secretary; to assist in local affairs such as annual reporting/change of company-related information. The company secretary must be a local company or a local person. A director or shareholder of a company cannot act as the company secretary. To set up a company in Hong Kong, it is necessary to appoint a company secretary. If it is an individual, the secretary must be resident in Hong Kong; if it is a body corporate, it must have a registered office or place of business in Hong Kong. It must be noted that if it is the sole director/shareholder, the same person cannot be the company secretary. The company secretary is responsible for maintaining the company’s statutory books and records and must also ensure that the company complies with all statutory requirements. A nominating secretary may be appointed.

Information on the nature of the company’s business and its related information:
The newly established Hong Kong company can complete the company registration in about 10 working days after completing the application process, and then can obtain the following documents:

Company registration license.
Hong Kong company incorporation form.
Business Registration Certificate.
Bylaws.
Company seal.
Complete documents such as certified copies of company documents.

IV.Tax regulations of Hong Kong companies

The basic taxation for Hong Kong companies is a profits tax rate of 16.5%. This low tax burden, along with the absence of foreign exchange controls, is one of the reasons why choosing to open an international company in Hong Kong is attractive.

However, it is important to note that starting from April 1, 2023, small companies (with income below HKD 2 million) that were previously exempted from submitting supporting documents (audit reports) will no longer be exempted. Instead, they will need to submit tax returns and audited financial statements. Dormant or inactive companies can apply to the Inland Revenue Department for exemption from bookkeeping, auditing, and payment of taxes, allowing for a “nil return” submission without operational audit reports.

V.Matters needing attention in the operation of Hong Kong company

Hong Kong company naming rules

The name of the registered Hong Kong company is free to choose. The “company name” is allowed to contain regional and industry characteristics, such as: China, Hong Kong, the United States, France, international…College, association, group, holding, industry, investment, fund… etc., The English name must end with the full name. (Such as: Limited, Group…)

Registered capital of Hong Kong company

There is no limit on the amount of registered capital of a Hong Kong company and the amount of capital does not need to be in place. However, if the company’s equity is transferred or sold, a stamp duty of two-thousandths of the share capital is required.

Hong Kong company business scope

There are no special restrictions on the scope of business established by a Hong Kong company. Any industry in Hong Kong can become a business scope. A Hong Kong company can operate any business in Hong Kong, except illegal business.

Ongoing Compliance

If you are going to set up an international company in Hong Kong, the company will also need to comply with ongoing compliance obligations, including: renewing business registration certificates, keeping company records and other business documents, holding annual general meetings in a timely manner, filing tax returns and liaising with the Inland Revenue Department, filing annual returns with the Companies Registry, notifying the Companies Registry of any changes in organization or membership, conducting annual audits of company accounts in a timely manner, etc.

VI.Professional secretarial service provider

Whether you are a local or foreign entrepreneur, if you want to register a Hong Kong company, we strongly recommend that you hire a professional company to assist you, because these companies are familiar with local company laws and have sufficient experience in handling the regulatory and compliance requirements of Hong Kong companies. Professional services firms usually handle all the necessary paperwork from start to finish. It is very important to hire a competent and service-oriented company.

A professional secretarial service company will provide you with:

Keep the company name of your choice and prepare the necessary company registration documents (including the Articles of Incorporation), which need to be submitted to the Registrar of Companies, which you will need to sign.
Gather the necessary company details and identification documents from you.
Submit company registration documents to the Registrar of Companies and obtain a Certificate of Incorporation.
Obtain a business registration certificate from the tax office.
Assist clients in opening bank accounts.
Prepare the following for the new company: 1.Official seal and seal. 2.Share certificates and share registers. 3.Statutory books
Follow-up assistance to the applicant company with necessary changes, ongoing compliance applications and annual filings.

Inter Area is a professional business service company, which can assist customers in Hong Kong company registration, and extend and integrate follow-up services such as bank account opening assistance, international accountants, lawyer verification, document changes, Hong Kong audit reports, etc., to integrate the actual needs of customers.

We have professionals who are familiar with overseas affairs, from planning, registration, practical operation cases and relevant precautions and the latest information to provide customers with the most complete, fast and secure services. Around the background and purpose of the customer’s practical investment, the new experience generated by different products and services determines the future value.