Why Hong Kong Company?

  • Low tax rate: only the profits which are sourced in Hong Kong of businesses are taxed at the rate of 16.5%.
  • Simple tax system: zero VAT, GST and all sorts of sales tax. Zero tax on non-Hong Kong businesses
  • World-class financial system: No foreign exchange control. Bank accounts are offered in multi-currency, with complete online banking services
  • Best route to China: CEPA and lower withholding tax for dividend and royalty in China
  • Chinese yuan (CNY) business: Offshore Renminbi (RMB) clearing centre. Paying or receiving Renminbi (RMB) to and from China business partners, conversion of  RMB into other currency in your Hong Kong bank accounts
  • Ideal for all business: international financial centre, free trade port, (almost) no restrictions of business natures​
  • Sound legal system: independent legal system based on common law. Clean government and business environment.
  • Well-developed city for business: world-class infrastructure, abundant supply of high quality work force.

Read more:

Why doing business in Hong Kong?

BMI Research: Hong Kong is the best place for international investors

Simple taxation system in Hong Kong


Hong Kong Incorporation Kit:

Essential Kit

  • Company Name Search
  • Company Shareholding Structure Advisory
  • Preparation for Articles of Association (AA)
  • Filling of Incorporation Form and Business Registration Form
  • Government Fee included
  • Collection of Certificate of Incorporation (C.I.) and Business Registration Certification (B.R.)
    Valid for 1-year

Optional Hardware Kit

  • “Green Box” with company name imprinted on
  • Statutory Book (Hard cover)
  • Shares certificate (20 pages per book)
  • Common Seal
  • Company signature chop

Advance

  • AsiaBC to provide local Registered Office Address
    – for purpose of communication with government
    – one of statutory requirement of Hong Kong incorporation
  • Everything in Essential Kit

Complete Kit

  • AsiaBC to act as local Corporate Local Secretary
    – for handling government compliance
    – one of statutory requirement of Hong Kong incorporation
  • Everything in Advance Kit


 

Characteristics of HK Private Limited Company:

composition of Private Company Limited by Shares

Company Name:

  • A company name must be unique to the existing Hong Kong companies in registrar of Hong Kong Company Registry.
  • A company can have
    • Either an English name or a Chinese name; or
    • Both English and Chinese name.

Shareholder(s) and Director(s):

  • Minimum Number of Shareholders: 1
  • Minimum Number of Directors: 1
  • No nationality restriction
  • Shareholder(s) is allowable to be appointed as Director(s).
  • Acceptable for Individual (i.e. natural person) and/or Corporate (i.e. incorporated body) person*

Remark:

Corporate directors are acceptable for registration of every private limited company in Hong Kong but at least one of them must be natural person according to New Companies Ordinance (the law of company registration in Hong Kong) effective on 3rd March 2014.

Therefore, every sole-director company whose director must be a natural person director.

Statutory Company Secretary and Registered Office Address:

  • Appointment of at least one Company Secretary and one Registered Address are required.
  • Company Secretary can be either an individual or corporate.
    • They must be either a Hong Kong resident or a Hong Kong limited company. *

Remark:

For sole-director company, the director cannot act as the Company Secretary of the company at the same time.

  • Registered Office Address is an postal address in Hong Kong.
    • Neither P.O. box nor non-postal address is acceptable.

Suggestion:

AsiaBC offers “Hong Kong incorporation Services” to act as statutory company secretary of your company and to part your company’s registered office address to AsiaBC’s office with handling.

Share Capital Requirement:

  • Minimum subscribed share capital is 1 share.
  • Currency is not limited.
  • No par-value for share(s).
  • No government stamp duty are charged on increasing of nominal share capital and allotment of shares (on or after 1st June 2012)

Suggestion:

Arrangement of share capital may be a complex issues when the new company consists of more than one owners. AsiaBC offers financial consultation to assist clients to set up a company through a simple and reliable share capital arrangement.

Public Disclosure:

  • Beneficiary Owner(s): No
  • Filings Shareholder(s): Yes
  • Filings Director(s): Yes

Read more:

Fact Sheet: Hong Kong Private Limited Company

Shareholding Arrangement of Hong Kong Companies


HK Limited Company Formation Procedure:

Note

To setup a HK Limited Company, the company’s members is not required to be present in Hong Kong.

Company’s owners are not required to be interviewed with any authority in Hong Kong.

hong-kong-company-formation-option

Step 1 : Choose a type:

  • Brand-new company, OR
  • Shelf company

Brand-new company (namely tailor-made company) is the company which will be incorporated from sketch, its composition totally comply with the laws in Hong Kong.

Shelf company (namely Off-the-shelf company or Ready-made company) is the company which has been incorporated for the purpose of reselling, it has never been engaged into any business activities (i.e. no bank accounts), its composition totally comply with the laws in Hong Kong.

Step 2 : Choose a sub-type:

For Brand-new company:

  • Online submission (e-registration), OR
  • Paper submission (traditional method)

For Shelf company:

  • Fresh company (younger than its 1st anniversary date), OR
  • Aged company (older than its 1st anniversary date)

Comparison:

Brand-new company by online submission (e-registration) can be processed within 1 day including government processing time while incorporation of a brand-new company by paper submission can take 7 working days by government.

On the other hand, buying shelf company regardless of its “freshness” takes 2 working days due to government processing time.

Step 3 : Preparation for company registration

  • Company Name:
    • Select several preferred company names to go through the company name search for finding a unique company name.
    • For buy shelf company, select your preferred company name from the list of existing company (available upon request).
    • Name change of company name is allowable, services and government fee applies.
  • Shareholder(s) and Director(s):
    • Full name / Company Name
    • Residential Address / Registered office address
    • Nationality / Place of incorporation
    • HKID or Passport number / Incorporation number
    • Shareholdings structure among shareholders.
  • Company Secretary:
    • If AsiaBC is appointed as your company secretary, the information below is not required. 
    • Full name / Company Name
    • HKID or Passport number  / Incorporation number
    • Hong Kong Residential Address / Hong Kong registered office address
  • Registered Office Address:
    • If AsiaBC is hired to be your company registered office address, the information below is not required.
    • A Hong Kong local address for government registration, administration and communication purpose. (non-P.O.Box address)

Read more:

Hong Kong Readymade (Shelf) Company Registration

Hong Kong Private Limited Company Registration


Annual Maintenance:

Note

AsiaBC will reminder clients at least 2 month in prior to its anniversary date. Annual renewal and tax filing are statutory requirement, late renewal will lead to penalty on the company owners charged by government. Skipping annual renewal is not a method to cease the company’s registration, please follow company de-registration instead.

Step 1 : Renewal of Company Registration Documents

  • For maintaining government’s record of your company, government charges annual renewal fee and required to be settled within 42 days after anniversary date of your company.
  • All the information provided for incorporation must be maintained and be valid, these include the information as follows:
    • Hong Kong Registered Office Address
    • Company Secretary
    • Director(s)
    • Shareholder(s)
    • Shareholding Structure
  • In case of change of information on company registration documents:
    • Any changes regarding to information on company registration documents must be reported to Hong Kong government by separate procedures other than annual renewal process. Government and services fee applies.

Step 2 : Tax filing, Accounting and Audit

  • Audit and tax filing are statutory requirement of every company on annual basis
  • Companies are recommended to pick either “31-December” or “31-March” as the closing date of financial reporting as same as the cut-off date of Hong Kong Government.
  • Maintain proper accounting books and records to produce financial statements for tax return filing for 7 years.
  • Tax filing involves:
    • Employer’s Return
    • Profits Tax Return (16.5% since 2008/09 and onwards)
  • Audit service must rendered by independent auditor (Certified Public Accountant – CPA).
    • Service fee of audit should be quoted separately according to certain criteria e.g. business size, annual turnover, amount of time spent on the book, and etc.
Note

Annual tax filing are required for both active and inactive companies, and tax demand is evaluated by Hong Kong Inland Revenue Department (IRD).

Note

Proper accounting books and financial records need to be maintained in order to support any financial statements. Hong Kong Inland Revenue Department (IRD) has rights to request companies to submit all relevant documents and records for assessment. Improper filing may incur penalties and/or estimated assessment will be levied.

Read more:

Compliance for Hong Kong Private Limited Company

Annual Filings for Hong Kong Companies

Direct Income Tax in Hong Kong: Profits, Salaries, Property Tax

Profits Tax of Hong Kong – EXPLAINED


Fact about company registration in Hong Kong:

Business Registration Certificate (BR)

Business Registration Office of Inland Revenue Department (BRO) handles the registration of business which have been doing in Hong Kong. The Certificate is valid either 1 year or 3 years starting from its date of business commencement. Any company must obtain this certificate on its incorporation and timely renewal is statutory.

Certificate of Incorporation (CI)

Companies Registry (CR) handles the registration of companies in Hong Kong, valid for 1 year. As a limited company is a legal person, CI is the birth certificate of a company registered in Hong Kong. Annual renewal via annual return must be settled timely before its anniversary date.


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