Definition of Hong Kong Company

• Either natural persons or corporations can take roles of directors. (i.e. Corporate directors is ALLOWED.)
• No cap on number of the directors but at least one of the directors must be a natural person who aged 18 or above.
• No restriction on residence and nationality. (i.e. Local directors is NOT required.)
• Not a bankrupt or having been convicted for any malpractices.
• No restriction for appointment of Nominee Directors.

• Maximum number of shareholders is capped at 50.
• A company must has at least 1 shareholder.
• Either natural persons or corporations can take roles of shareholders (i.e. Corporate Shareholders is ALLOWED.)
• No restriction for appointment of Nominee Shareholders.

• At least 1 person to take up this role is required.
• This person must be either:
  • a natural person who is ordinarily reside in Hong Kong and aged 18 or above, OR;
  • a company which has registered address in Hong Kong.

When a HK company consists of only 1 director (i.e. sole director), this member cannot act as Company Secretary at the same time.

• The company must appointment at least one person as its Designated Representative.
• The person is responsible in providing assistance for law enforcement officers to access the company Significant Controllers Register.
• The person must be either:
  • Hong Kong resident aged 18 or above, and; the shareholder, director, or an employee the company; or
  • Hong Kong accounting professional, Hong Kong legal professional or register licensee of “Hong Kong Trust of Company Service Provider”

• an English company name must end with the word “Limited”/”Ltd.”.
• a Chinese company name must end with the characters “有限公司”.

• Prohibition on any company name which may mislead the public to believe that a company connects with:
  • the Central People’s Republic of China Government
  • the Hong Kong Government; or
  • any government department or agency
• Related license is required to use the terms as follows (for example):
  • bank
  • insurance
  • stock exchange
  • unified exchange
  • words which may mislead people to believe it has any relation with the government.
• Prohibition on any words which may suggest any activity that contrary to the Hong Kong legal system (for example):
  • money launching
  • drug trafficking
  • smuggling

• Name search of company names in registrar is free of charge through either one of the following:
  • the Registry’s Cyber Search Centre (www.icris.cr.gov.hk)
  • the Company Search Mobile Service (www.mobile-cr.gov.hk)
  • Public Search Centre (13th floor of the Queensway Government Office, Admiralty, HK)

• All government letters will be posted to this address.
• It is  one of the statutory compliance to registration and ongoing compliance.

• Issued Share Capital (commonly referred to as paid-up capital) is the portion of capital which is issued by the company and is subscribed by the shareholders.
• Par value is the face value of a share which is issued.
• Authorized share capital can be increased by amendment of the company’s Article of Association.
• Shares are able to be transferred.

For startup with HK$10000 authorized share capital, it issues 1 share of $1 par value to its sole founder, it leaves room for issuing shares to future investors.

Stamp duty is levied when

• the authorized share capital increases; or
• issued shares are transferred.

• Name
• Passport Number (Company Registration Number of corporate director)
• Issuing Country (Place of incorporation of corporate director)
• Residential Address (Registered Address of corporate director)

• Name
• Passport Number (Company Registration Number of corporate director)
• Issuing Country (Place of incorporation of corporate director)
• Residential Address (Registered Address of corporate director)

• Registered Address of the company is disclosed.

In the case of Corporate director and corporate company secretary, their registered address are required to be disclosed.

The info of company which is available to public access is as follows:

• Company Name Search (FREE Search)
• Company Particulars Search
• Image Record Search (including Document Index Search)
• Directors Index Search (FREE Search)
• Register of Charges Search (FREE Search)
• Register of Disqualification Orders Search (FREE Search)
• Order Other Products

The above information is available through channels of the following:

• the Companies Registry’s Cyber Search Centre (www.icris.cr.gov.hk)
• the Companies Registry’s Company Search Mobile Service (www.mobile-cr.gov.hk)
• 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)

• 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).
• e-Registry
  • Website: www.eregistry.gov.hk
  • CR online service portal for online Hong Kong company incorporation
  • 24-hour x 7-day service
  • Electronic from submission will result in electronic form of C.I. and B.R.
  • Electronic C.I. and B.R. will be available within 1 hour after submission of incorporation from and document and fee.
  • Email notification by CR to presenter’s email address for successful incorporation
  • Download of electronic C.I. and B.R. is available, print-outs are allowed.
• Hand in to CR office
  • Address: 14th Floor, Queensway Government Offices, Admiralty, HK
  • Office hour: Monday to Friday 8:45 a.m. – 12:30 p.m. & 2:00 p.m. – 5:00 p.m. and excludes general holiday.
  • Hard copy submission will result in hard copy form of C.I. and B.R.
  • Fax notification by CR to the presenter’s Hong Kong (+852) fax number for successful and collection of hard copy C.I. and B.R.
  • Collection of hard copy C.I. and B.R. must be made in person at CR office.

• It is OPTIONAL.
• RA appointment is only available for electronic submission – e-Registration.
• CR allows the incorporation applicants to appoint one Registered Agent to handle their incorporation document submission to CR for facilitating the process.
• RA can be either a natural person or company, they must be registered in CR in prior to appointment.

• Mandatory field
• CR will notify this person (either an individual or a company) by facsimile (fax) to collect the certificates as the outcome of successful incorporation.
• One Hong Kong (+852) telephone number, one fax number and email address are required.

• The company name must be the same as those stated in the company’s Articles of Association (AA).
• The company name must be in either (1) English, (2) Traditional Chinese, or (3) English and Traditional Chinese.

• “Private Company” is the choice instead of “Public Company”
• By law, Hong Kong Private Company is a company which has included in this company’s Articles of Association under section 11 of the Companies Ordinance (Cap. 622).

• 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 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)

• 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.

• 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.

• Registration of annual returns (on time – within 42 days of its anniversary date):
  • HK$ 140

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
  • HK$ 1,200
• more than 3 months afterward but within 6 months
  • HK$ 2,400
• more than 6 months afterward but within 9 months
  • HK$ 3,600
• more than 9 months afterward the company’s return date
  • HK$ 4,800

1. CR has no right to exempt the penalty since it is prescribed in Companies Ordinance.
2. Every member of the company are liable to registration fee as well as the “penalty”.
3. Refusal of paying annual registration fee is not a mean to strike off / cancel/ dissolve a company.

• 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
• BRO office hours: Monday to Friday 8:45a.m. to 5:00p.m. (except general holidays)

• 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.

• 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).

• 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
  • computerized accounting
  • 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.

• 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.

• 12 months
• 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

• 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 relief is available only for territories which the HKSAR has arrangements for avoidance of double taxation.

Details: http://www.ird.gov.hk/eng/tax/dta_inc.htm

• Certificate of Resident Status:
  • 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:
  • Dormant companies
• 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?

Captured from IRD website:

1. Its gross income does not exceed HK$2,000,000;
2. 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”);
3. It does not have any deemed assessable profits pursuant to section 20AE of the IRO;
4. 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;
5. 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;
6. It has not obtained an advance ruling on any of its tax matter in relation to that year of assessment; and
7. 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.

• 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.
• Procedures:
  1. Issuing a written demand for debt repayment to the target company
  2. Presenting a winding-up petition to the Court and the company (Note)
  3. Court hearing for the petition
  4. Granting of winding-up order by the Court
  5. Meeting of creditors and other relevant parties
  6. Appointment of liquidator
  7. Realization and distribution of company’s assets to the creditors
  8. Release of duties for liquidator
  9. Dissolution of the company

• 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:
  1. The company must be a defunct solvent company;
  2. all the members of the company agree to the deregistration;
  3. 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;
  4. the company has no outstanding liabilities;
  5. the company is not a party to any legal proceedings;
  6. the company’s assets do not consist of any immovable property situate in Hong Kong;
  7. if the company is a holding company, none of its subsidiary’s assets consist of any immovable property situate in Hong Kong; and
  8. 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.