To help you to grab the idea of “What is a Hong Kong company?” and “How does it work?”, we have prepared a summary of Hong Kong company.
Definition of Hong Kong Company
A Private Company Limited By Shares incorporated in Hong Kong, commonly known as a Hong Kong private limited company, Hong Kong limited company (Ltd.) and Hong Kong company, is always praised as the best best vehicle for doing business in Hong Kong.
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the Companies Registry’s Public Search Centre (13th floor of the Queensway Government Office, Admiralty, HK)
CR service fee may be applied to users to obtain some items.
It is not required to be disclosed to the public (but the law enforcement officers can demand the Significant Controllers Register for inspection)
Incorporation Form and Fee
After successful company incorporation, CR will issue the following:
1x Certificate of Incorporation (C.I.)
1x Business Registration Certification (B.R.)
Both certificates in electronic form and its print-out, and hard copy form have the same legal effect.
Business Registration Certification (B.R.) is issued by Business Registration Office under Inland Revenue Department. Under the “one-stop company and business registration service”, CR deems every application of incorporation of company here to make a business registration application. One application is submitted while process of incorporation and business registration commence at the same time, this arrangement facilitates incorporation process.
Certificate of Incorporation (C.I.):
The “birth certificate” of a corporation, issued by CR, written in both English and Traditional Chinese, bearing the company name and its date of issue (incorporation date)
Business Registration Certification (B.R.)
Submit / Collect
CR allows either one of the incorporation form and document submission method:
Via electronic form (e-Registry)
Via hard copy form (hand in to CR office)
No matter which submission method is used the required documents are as follows:
1x Incorporation form for Hong Kong company limited by shares – Form NNC1
1x copy of the company’s Articles of Association (AA), and
1x Notice to Business Registration Office (IRBR1).
The Hong Kong communication address between the new company and HKSAR government.
It must be a physical address in Hong Kong,
Hong Kong P.O. box address is not allows.
This address will be always disclosed to public.
Share Capital / Initial Shareholdings
Share Capital is the sum amount of capital represented in form of shares of the new company to be issued (allocated) to Founder Members
Part of the capital can remain unissued (i.e. Unpaid shares).
Remaining part of the capital is issued to Founder Members (Paid Up shares).
Founder Members does not required to transfer the same amount of capital as their allocated shares to the company on incorporation, so Paid Up shares is actually “to be Paid Up shares“.
Sometimes it is regarded as registered capital/shares and authorized capital/shares for overseas investors, they explain the same.
Hong Kong adopts “no-par share“.
Allocation of to be Paid Up shares of various classes is a mean of ownership, controlling power and liability distribution among Founder Members of the company. In short, it defines initial shareholdings of the new company.
All of classes of shares to be issued (e.g. Ordinary Shares, Preference Shares) must be stated:
Proposed total number of each class of shares and their respective currency
Sum amount of Share Capital to be issued to all Founder Members
Sum amount of Share Capital to be Paid Up by all Founder Members
Distribution of to be Paid Up shares among each Founder Member must be stated:
Number of each class of Paid Up shares to be issued to each Founder Member
By Companies Ordinance (section 84(1)), a Hong Kong private company limited by shares must state in the articles of association (AA) that the liability of its members is limited to any amount unpaid on shares held by the members.
Founder Members means initial shareholders of the new company.
Individual and Corporate Founder Members are possible.
Each company must has at least one Founder Member.
Required particular of all Founder Members are as follows:
Only English or Traditional Chinese name is acceptable.
Residency Country and Address is required (Registered Address in the case of corporate Founder Members)
Only English or Traditional Chinese address is acceptable.
The supplied particular of all Founder Members are exposed to the public.
Each company must supply and maintain at least one Company Secretary, Natural Person and Corporate Company Secretary are possible.
Every Company Secretary (Natural Person) is appointed as “First Company Secretary (Natural Person)” and every Secretary Secretary (Body Corporate) is appointed as “First Company Secretary (Body Corporate)“.
The Shareholder and Director can also act as Company Secretary.
In the event that the company has only one Director (sole-director company), this Director cannot act as Company Secretary.
Individual Company Secretary must fulfill the following:
Nature personal who aged 18 or above
Holder of valid Hong Kong Identity Card OR valid Passport of any country
Ordinarily reside in Hong Kong and able to supply a Hong Kong correspondence address i.e. Neither non-Hong Kong address nor post box address are acceptable.
Able to supply English and/or Traditional Chinese name
Corporate Company Secretary must fulfill the following:
Its registered principle address must be a physical address in Hong Kong. (i.e. a Hong Kong local company is preferable.)
Able to supply a registered company number in Companies Registry (CR). (i.e. a Hong Kong local company is preferable.)
Able to supply English and/or Traditional Chinese name.
All supplied particular of Company Secretaries are available to the public.
Either natural person or corporate can act as the director of the company.
Residency / Place of incorporation of the directors is not restricted
At least one of the Director must be natural person (i.e. company with all directors acted by corporate is not allowed.)
The Shareholders and Company Secretary are allowed to act as director of the company.
In the case that the company has only one Director (i.e. one Natural Person Director), this person cannot act as Company Secretary.
Every director (body corporate) is appointed as “First Director (body corporate)” and every director (natural person) is appointed as “First Director (Natural Person)” on the incorporation form.
Required particular of Individual Director is as follows:
Natural person aged 18 or above.
Holder of valid personal identification:
Hong Kong Identity Card Number, OR
Passport Number of any issuing country
Supply English and/or Traditional Chinese name
Supply usual residential address regardless its country
Required particular of Corporate Director is as follows:
Supply a registered corporate name in English and/or Traditional Chinese
Supply a registered office address of the corporate regardless of country
If the corporate is incorporated in Hong Kong, its company name recorded in Companies Registry is required.
All supplied particular of Directors are available to the public.
Every director must sign as consent to act as director of the company to be formed.
One of the Founder Member must sign to certify the incorporation form
If the director and founder member are body corporate, signature of representative of corporate director(s) – one of the director, or company secretary, or any authorized person of the corporate – must sign on behalf of the corporate.
Incorporation Fee payable on application to CR
HK$ 1,720 (If unsuccessful, an application for the refund of HK$1,425 may be made)
Business registration fee and levy on application to CR (on behalf of IRD)
HK$ 2,250 (1-year license) or HK$ 5950 (3-year license)
Articles of Association
The Articles of Association (AA) is not a specified form.
Model Articles (prescribed in Companies Ordinance Cap. 622H) are available for simplified incorporation process.
When a registered AA does not prescribe any regulations for the company, the Model Articles appropriate to that type of company will form part of the company’s articles.
the company name
state that the liability of its members is limited to any amount unpaid on shares held by the members
state the share capital and initial shareholdings
Particular of Directors, Registered Office Address, and Company Secretary are not mandatory.
At least one Founder Member is required to incorporate
Optional to state the maximum number of shares that the company may issue.
Optional to state the minimum amount of a company’s paid-up capital under the Companies Ordinance.
Application can deliver an unsigned copy of the AA to CR in incorporation.
The original signed AA must be signed by all the Founder Member(s) for records and be kept in the company.
Annual Return (Renewal of C.I.)
Every Hong Kong company registered under the Companies Ordinance is required to deliver an annual return together with the requisite registration fee within the prescribed time period.
Only the company declared dormant and delivered the relevant special resolutions to the CR are exempted from delivery of annual returns.
Company in small scale, in loss and with no business activities are not the ground to exempt from annual return.
The company must file an annual return issued by CR every year within 42 days after the anniversary of the date of the company’s incorporation.
CR sends notice of annual return to the company before its anniversary of the date of the company’s incorporation.
CR’s Form NAR1 must be used for the registration of annual return.
The completed form plus C.I. annual registration fee can be returned to CR either by post or by hand in.
Particulars of the company and its director(s), shareholder(s), and company secretaries at the date of annual return should be stated in the annual return.
In the case of any changes of the company particulars, the change must be reported to CR in the appropriate specified forms and fee payable accordingly. For example:
Form NR1 to report the change in the registered office address.
Form ND2B to report the change of residential addresses of directors.
The company’s financial statements is not required to be returned together with the annual return to CR.
Government Fee (CR)
Registration of annual returns (on time – within 42 days of its anniversary date):
Additional annual registration fee will be significantly increase if the annual return is submitted more than 42 days after its anniversary of date of incorporation accordingly:
more than 42 days afterward but within 3 months
more than 3 months afterward but within 6 months
more than 6 months afterward but within 9 months
more than 9 months afterward the company’s return date
CR has no right to exempt the penalty since it is prescribed in Companies Ordinance.
Every member of the company are liable to registration fee as well as the “penalty”.
Refusal of paying annual registration fee is not a mean to strike off / cancel/ dissolve a company.
Annual Return (Renewal of B.R.)
Notification & Submission
A business registration renewal demand note will be sent by the Business Registration Office under Inland Revenue Department approximately 1 month before the current Business Registration Certificate expires to the registered office address.
Upon receiving of appropriate payment by IRD, the renewal demand note becomes valid and replace the expired.
If the company cannot receive the renewal demand note after the expiry of the old B.R. or the company need re-issues of the note, the renewal must be done in either way asap:
In person – visit BRO with old B.R. and make payment, the renewed B.R. will be produced and ready to collect.
By post – send the photocopy of old B.R. and include a payment cheque payable to HKSAR government, the renewed B.R. will be posted to registered address afterward.
BRO address: 4/F, Revenue Tower, 5 Gloucester Road, Wan Chai, Hong Kong
Companies incorporated in CR cannot apply for exemption from business registration fee and business registration.
Refusal to pay business registration fee is not a mean to cancel Business Registration.
The renewal fee is the same to the then current business registration fee and levy. No discount is given on renewal.
The B.R. is available in 1-year or 3-year license period, discount is given for 3-year license.
Change of particular
The change of company name and address of registered office are no longer required to make BRO separately notified (These changes are required to be reported to CR).
Accounting and Audit
The period of time for calculating a company’s financial statements.
The period covers a 12-month and may fall between 2 calender year.
It is advised that the company fixes 31th March or 31th December each year as the “cut-off” date of its fiscal year.
Accounts of a company is the collection of company’s financial statements.
Under Companies Ordinance, company’s directors are responsible for preparing each financial year financial statements in compliance with the Companies Ordinance for their company.
The prepared accounts is not required to be returned to Companies Registry but be sent to Inland Revenue Department (IRD).
The accounts is advised to be prepared by accountants with the support of Certified Public Accountant (CPA) for:
internal auditing work
tax efficiency advice
Under Companies Ordinance, audit of financial statements is required for all companies including companies falling within the reporting exemption.
Only dormant companies are excepted from audit.
Auditing must be done by Certified Public Accountant (CPA) for:
submission in the annual meeting to let shareholders review, and
submission in the yearly tax assessment required by the IRD
In addition to audited financial statements, Auditor’s Report, tax computation, supporting documents to accounts must be submitted to IRD.
Keeping Trade Record
Under Inland Revenue Ordinance, every person (i.e. company) carrying on a trade, profession or business in Hong Kong to keep sufficient records in English or Traditional Chinese of his income and expenditure to enable the assessable profits to be readily ascertained.
Such records shall be retained for a period of not less than 7 years.
The only direct tax on “business” is Profits Tax.
Two-tier rate of Profits Tax (corporation): 8.25% for first HK$2 millions assessable annual profits, 16.5% for the remaining amounts.
Only the profit derived from Hong Kong is assessable.
i.e. 0% on profits derived from outside Hong Kong
from 1 April to the 31 March of the following year is recommended.
Hong Kong adopts territorial principle of taxation.
Corporations (and any business carriers) carrying on any trade, profession or business in Hong Kong are chargeable to tax on all profits arising in or derived from Hong Kong from such trade, profession or business.
Profits arising from the sale of capital assets is excluded.
There is therefore no distinction made between residents and non-residents.
A resident may therefore derive profits from abroad without suffering tax; conversely, a non-resident may be taxed on profits arising in Hong Kong.
A person who carries on a business in Hong Kong but derives profits from another place is not required to pay tax in Hong Kong on those profits.
Unlike Hong Kong, many jurisdictions/countries/regions adopts world-wide principle of taxation, they tax on profits of a business, including profits derived from an offshore source.
No withhold tax on assessable profit
No withhold tax on interest
No withhold tax on dividends
Dividends received from a corporation are excluded from the assessable profits.
Withhold tax on royalties
Taxable if the royalties or rights of use the intellectual property is acquired and granted in Hong Kong.
Taxable if the intellectual property is used in Hong Kong.
For royalties received or accrued on or after 25 June 2004, if the intellectual property is used outside Hong Kong, taxable if the royalty payment is deductible in ascertaining the assessable profits of the payer under Profits Tax
“Save to pay tax!” Since almost no withholding tax is applied in Hong Kong, companies are usually surprised by the lump sum of profits tax payable after tax return submission.
Provisional tax on profits tax is adopted in Hong Kong as advance tax payment.
Since Hong Kong profits tax is chargeable on the assessable profits for each year of assessment, the assessable profits for a year remains known until after the end of the year concerned.
When the assessable profits for following year of assessment are subsequently ascertained, an assessment will be made and the provisional profits tax paid will be utilized to offset the tax liability under the assessment.
Notice of assessment will be issued by IRD after the tax return has been filed.
Definition of assessable profits (or adjusted loss) are as follows:
the net profits (or loss) [other than profits (or loss) arising from the sale of capital assets] for the assessment year, arising in or derived from Hong Kong
Deductible Expenses: all outgoings and expenses which have been incurred in the production of taxpayer’s chargeable profits.
Donations to approved charitable institutions
Depreciation Allowances: Industrial Buildings Allowances on Industrial Buildings and Structures, Commercial Buildings Allowances on Commercial Buildings and Structures and Plant and Machinery
Expenditure on Building Refurbishment
Expenditure on plant and machinery specially related to manufacturing, and on computer hardware and software
Expenditure on Environmental Protection Facilities
Treatment of Losses
In an assessment year:
Losses made in one trade are to be carried forward and set off against future profits of this trade
For a company carrying on more than one trade, losses in one trade may be offset against profits of the other.
Double Taxation Treaties
Double taxation relief is available only for territories which the HKSAR has arrangements for avoidance of double taxation.
It is known as “certificates of residency” for oversea entrepreneur in Hong Kong.
Inland Revenue Department (IRD) issues this document to a Hong Kong resident who requires proof of resident status in Hong Kong for the purposes of claiming tax relief under the Comprehensive Double Taxation Agreements / Arrangement (DTAs) signed between Hong Kong and other jurisdictions.
This document constitute a sufficient Hong Kong residency status proof of a Hong Kong resident.
IRD would not sign / stamp any forms which are not issued by IRD and related to claiming tax relief under DTAs, except forms of Austria, Belgium and Luxembourg.
In general, the following persons can apply for a Certificate of Resident Status:
Individual who ordinarily resides in Hong Kong;
Individual who stays in Hong Kong for more than 180 days during a year of assessment or for more than 300 days in two consecutive years of assessment one of which is the relevant year of assessment;
Company / partnership / trust / other body of persons incorporated or constituted in Hong Kong;
Company / partnership / trust / other body of persons incorporated or constituted outside Hong Kong but managed or controlled in Hong Kong.
Exemption from preparing audited accounts and thus auditor’s report for a company:
Exemption from submitting audited accounts, auditor’s report and supporting document:
SMALL corporation/business companies (certain requirement by IRD must be satisfied) with a concession granted by IRD.
This concession allows them not to submit these documents when lodging their tax returns.
However, these documents must still be prepared before completion of the tax return and may be called for by the Inland Revenue.
What is the conditions to become SMALL corporation/business in a assessment year?
It has not paid or accrued to a non-resident person any sum for the use of intellectual property specified in section 15(1)(a), (b) or (ba) of the Inland Revenue Ordinance (“IRO”);
It does not have any deemed assessable profits pursuant to section 20AE of the IRO;
Its Assessable Profits/Adjusted Loss does not include any interest, profits/loss arising from “short term debt instruments” or “medium term debt instruments” as defined in section 14A(4) of the IRO;
It does not claim any tax relief pursuant to an arrangement for avoidance of double taxation specified under section 49(1) or 49(1A) of the IRO;
It has not obtained an advance ruling on any of its tax matter in relation to that year of assessment; and
It does not claim debt treatment for an arrangement as “an originator” or “a bond-issuer” of a specified alternative bond scheme under section 40AB and Schedule 17A of the IRO.
Generally, profits tax return should be filed within 1 month from the date of issue.
Strike-off / Winding-Up
Grounds for compulsory winding up
the company is unable to pay a debt of $10,000 or above;
the Court is of the opinion that it is just and equitable that the company should be wound up; or
the company has by special resolution resolved that the company be wound up by the Court.
Procedures of compulsory winding-up by court petition
A creditor, a shareholder or the company itself can file a winding-up petition against the company.
A solicitor is normally instructed by the petitioner to prepare and file the winding-up petition.
Issuing a written demand for debt repayment to the target company
Presenting a winding-up petition to the Court and the company (Note)
Court hearing for the petition
Granting of winding-up order by the Court
Meeting of creditors and other relevant parties
Appointment of liquidator
Realization and distribution of company’s assets to the creditors
Release of duties for liquidator
Dissolution of the company
Grounds of voluntary winding-up
Deregistration is a type of voluntary winding-up, and it it least difficult method.
Voluntary winding-up consists of:
members’ (shareholders’) voluntary winding-up; and
creditors’ voluntary winding-up.
A company which meets the following conditions may be dissolved by applying for deregistration under section 750 of the Companies Ordinance:
The company must be a defunct solvent company;
all the members of the company agree to the deregistration;
the company has not commenced operation or business, or has not been in operation or carried on business during the 3 months immediately before the application;
the company has no outstanding liabilities;
the company is not a party to any legal proceedings;
the company’s assets do not consist of any immovable property situate in Hong Kong;
if the company is a holding company, none of its subsidiary’s assets consist of any immovable property situate in Hong Kong; and
the company has obtained a “Notice of No Objection to a Company being Deregistered” (“Notice of No Objection”) from the Commissioner of Inland Revenue.
Striking off is a statutory power conferred on the Registrar, a company’s cannot strike off its name by itself.
As for striking off, the Registrar of Companies may strike the name of a company off the Companies Registrar under Division 1 of Part 15 of the Companies Ordinance where the Registrar has reasonable cause to believe that the company is not in operation or carrying on business.
The company shall be dissolved when its name is struck off the Companies Register.
Bank Account Opening
The banks in Hong Kong adopts high standard of KYC (“Know-Your-Client”):
Directors must be physically present in Hong Kong to meet with bankers for opening bank account.
Certified Copy of Identification document and residence information for all beneficial owners of the company are required for opening bank account.
Freedom of business
Free flow of capital:
no restrictions on capital flows into and out of Hong Kong
no exchange controls
free access to the market by foreign businesses (special license may be required for restricted industries).
Legalization of Documents with Apostille
The following documents are acceptable for apostille:
Public documents bearing the true signature of an official party such as a Hong Kong SAR Government recognized officer;
Documents signed by a notary public or a Commissioner for Oaths in Hong Kong