Company Limited By Shares
In Hong Kong the most common type of business entity registered is a company limited by shares.
Requirements for a company limited by shares
Company Name
A company can have an English name or Chinese name or both. The name must end with the word “Limited”. It cannot be the same as the name of an already existing company. A company can change its name any time.
Directorship
Every company must have at least one director. A person who is over 18 years old can be a director. There is no nationality restriction. Corporate directors are allowed. A company can increase or reduce the number of directors any time.
Shareholder
A company can have a minimum of one and a maximum of 50 shareholders. Shareholders can also be directors and can either be an individual or a corporation. There is no nationality restriction.
Company Secretary
Every company must have a company secretary who is resident in Hong Kong. A sole director cannot also act as the sole company secretary.
Share Capital
There is no minimum registered and issued capital. Capital can be denominated in any foreign currency. The amount of registered capital can be increased any time but the issued capital cannot be reduced expect with a court order. Capital fee at 0.1% is payable on the registered amount and capped at HK$30,000. Capital fee is a one-time fee and cannot be refunded.
Registered Office
Every company must have a local Hong Kong address as the registered address. Post office box is not allowed.
Information Disclosure
It is mandatory to file details of share capital, directorships and shareholders and any changes in their particulars with the Companies Registry. The information is available to the public for inspection.
Taxation
Profits tax is payable on the profits of the company. The current profits tax rate for corporation is 16.5%.
Ongoing Compliance
A company has to keep proper books and records. Accounts have to be prepared and audited every year and filed together with a profits tax return with the Inland Revenue Department. Learn more
Any changes in the particulars in the directorships, shareholders, registered office and company secretary have to be notified to the government authorities.
