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Hong Kong Company Formation Frequently asked questions (FAQs)

1. Can an English company name end with the word

Yes. “Ltd” is considered the same as “Limited”. However, the word “Limited” must be stated in all documents submitted to / issued by the Government, not “Ltd”. The “Ltd” can only be used for business activities.

2. How can I renew the business registration of my company?
Offshore Company Corp will help you renew your company business registration (BR) within a working day and will then return the new BR to you via email.
3. How to determine if a company name is the same as another?

In determining whether a company name is the same as another, certain words and their abbreviations will be disregarded: "company" - "and company" - "company limited" - "and company limited" - "limited" - "unlimited" - "public limited company". The type or cases of letters, spaces between letters, accent marks, and punctuation marks, also will be disregarded.

The following expressions "and" - "&", "Hongkong" - "Hong Kong" - "HK", "Far East" - "FE" are respectively to be taken as the same.

We are able support you to check the availability of your proposal company names at a glance. 

4. What are the minimum requirements for setting up a Hong kong private company?

Anybody can form a Hong Kong company. Basic Hong Kong company formation must include at least:

  • one director (individual)
  • one shareholder (individual or corporate)
  • one secretary company
  • a registered office address in Hong Kong (PO box is not allowed).

Standing as your secretary company, Offshore Company Corp will provide a registered office address and secretarial services. Offshore Company Corp can also provide a nominee director and a nominee shareholder if needed to protect your privacy.

There is no prescribed minimum share capital. For practical purposes, this is not usually less than HK$10,000 or the equivalent in a foreign currency. There is a capital duty of 0.1% payable on the authorised share capital (subject to a cap of HK$ 30,000).

The minimum requirement for forming a private limited company is to have at least one shareholder and one director, who can be the same person.

5. Which is most popular legal entity in Hong Kong?
Private Company limited by Shares is the most common type of entity.
6. What are the names that are prohibited to use for Singapore Company?
Word such as "Temasek" is prohibited to be used. This is a name which the Minister has directed the Registrar not to accept for registration. Offensive and vulgar words are also prohibited to be used for registration.
7. Hong Kong company limited by guarantee (non-profit organisation)

In general, a company limited by guarantee is set up for the purpose of advancement of education, religion, relief of poverty, trust and foundation, etc. Most institutions formed by this structure are not for profit-making, but they cannot be charitable. If an institution would like to be a charity, it must be established for purposes which are exclusively charitable according to law.

If an institution is fit for any of the following purposes, we can help them to apply to be an approved charitable institute (ACI).

  • Relief of poverty
  • Advancement of education
  • Advancement of religion
  • Other purpose of a charitable nature beneficial to the community and not falling under any of the previous headings
8. The advantages of being an approved charitable institute (ACI)
  • Exempted from tax
    • Exempted from tax on profits if: 
    • the profits are applied solely for charitable purposes; and
  • the profits are not expended substantially outside Hong Kong; and either:
  • the trade or business is exercised in the course of the actual carrying out of the expressed objects of the institution or trust (for example, a religious body might sell religious tracts); or
  • the work in connection with the trade or business is mainly carried on by persons for whose benefit such institution or trust is established (for example, a society for the protection of the blind might arrange for the sale of handicraft work made by the blind).
  • Exempted from the obligation of business registration unless a trade or business is carried on

Upon your request, we will provide you with an application form to fill in with the details of your institution, including the objectives of the institute, number of members, membership fee, membership classification, directors, company secretary etc.

Registering a “company limited by guarantee” follows the usual steps of registering a “company limited by shares” (the most common type of business entity for business in Hong Kong).

9. How is the name of offshore company proposed?
Generally speaking, company name should include wordings such as "Limited", "Corporation", or simplified "Ltd.", "Corp." or "Inc.". If the proposed company name is the same as any registered company name, it cannot be registered. Moreover, the company name generally cannot contain "Bank", "Insurance" or other words with similar meaning.
10. Can the name of an offshore company written in Chinese characters?
Yes, in certain countries, for example, in BVI, Cayman Islands, Samoa, Chinese characters can be used as company name.
11. Can an offshore company operate in Hong Kong once registered without declaration to Hong Kong government?
No. Company in any country or region, which conducts business in Hong Kong, shall apply Business Registration Certificate and declare tax. According to Section 11 of Companies Ordinance of Hong Kong, the company should be registered as an offshore company incorporated in Hong Kong.
12. How is the existence and validity of company certified?
After the company is registered, we will deliver the Certificate of Incorporation, steel seal of the company, articles of association and others to clients. In addition, we can also help clients apply for "Certificate of Good Standing" to local government.
13. Are there any special requirements for foreign investors in Hong Kong?
Foreign investors who want to open a Hong Kong offshore company are allowed to have full foreign ownership. However, there are considerations for the individuals who may become company directors and for the company formation in Hong Kong.
14. By what means can a dissolved company be restored to the Companies Register under the new Companies Ordinance?

A company dissolved by deregistration may apply to the Court of First Instance for restoration.

A company dissolved by striking off by the Registrar of Companies may apply for restoration by court order or by administrative restoration.

15. My company has applied for deregistration and I have changed my address. Should I report the change of address to the Companies Registry, and how?
You should notify the Companies Registry, by way of a letter, of any changes in the addresses of the presentor, applicant or the nominated person to facilitate future communication. In addition, if the address of the company's registered office has been changed, you should deliver a Form NR1 to report the change; if the addresses of the directors have been changed, you should deliver a Form ND2B to report the changes.
16. Can any company apply for deregistration?
No. Only a local private company or a local company limited by guarantee, other than those companies specified in section 749(2) of the Companies Ordinance, may apply for deregistration. The company must be a defunct solvent company.
17. Can I open an account without going to Hong Kong?
No, all banks in Hong Kong will request for a personal visit to the bank to have an interview with them.
18. Are all accounts multi-currency?
Yes, with a few minor exceptions, all Hong Kong bank accounts are multi-currency. This means you have just one account number, but when you log in to your internet banking, you’ll see separate balances for each currency. For example you might have some HK dollars, some Singapore dollars, some US dollars, some Euros etc. You can also hold Chinese Yuan Renminbi in your HK multi-currency bank account, and you can also hold virtual ounces of gold.
19. Is an offshore company, i.e. one incorporated outside Hong Kong, liable to pay Hong Kong profits tax?
The Inland Revenue Ordinance (“IRO”) contains no exemption from profits tax for offshore companies. Whether an offshore company is liable to profits tax depends on the nature and extent of its activities in Hong Kong.
20. What are the reporting requirements for an offshore company carrying on a business in Hong Kong?

An offshore company carrying on a business in Hong Kong is subject to the same reporting requirements as a Hong Kong company. The basic requirements are that the company has to register its business with the Business Registration Office of the IRD and to furnish profits tax returns issued to it.

If the company has profits chargeable to tax for any year of assessment but has not received any return from the IRD, it has to inform the IRD in writing of its liability within 4 months after the end of the basis period for that year of assessment.

Furthermore, the company is required to keep sufficient records (in English or Chinese) to enable its assessable profits to be readily ascertained and the records must be retained for at least seven years after the completion of the relevant transactions.

21. Is it necessary for an offshore company to submit audited accounts when it files its profits tax return?

Where the company is incorporated in a jurisdiction whose laws do not require accounts to be audited and no audit has been performed on the company’s accounts, the IRD would accept unaudited accounts filed in support of the return. However, if an audit has actually been carried out notwithstanding that there was no such requirement under the laws of the relevant jurisdiction, the audited accounts should be submitted with the return.

Where an offshore company’s head office is outside Hong Kong but it has a branch in Hong Kong, the IRD is generally prepared to accept unaudited branch accounts without the cover of audited world-wide accounts. However, the assessor may request a copy of the audited world-wide accounts if circumstances warrant.

22. Does any officer of a Hong Kong company need to be resident in Hong Kong?

The company secretary must be either an individual resident in Hong Kong or another Hong Kong limited company.

The auditors must be a frm of Hong Kong accountants.

Shareholders and directors can be individuals or corporations of any nationality or residence, except that no corporate director is allowed in the case of a private company which is a member of a group of companies of which a listed company is a member.

23. Hong Kong Company (Private/Public) Limited formation - How it works?

How to Setup your Hong Kong Offshore Company?

Step 1 Hong Kong Offshore Company Formation, initially Our Relationship Managers team will ask You have to provide the detailed information of the Shareholder/Director's names and information. You can select level of services you need,normal with 1 working day or 4 hours in urgent case. Furthermore, give the proposal company names so that we can check the eligibility of company name in Hong Kong Companies Registry system.

Step 2 You settle the payment for Our Service fee and official Hong Kong Government Fee required. We accept payment by Credit/Debit Card Visa Visa Discover American , Paypal Paypal or Wire Transfer to our HSBC bank account HSBC bank account (Payment Guidelines).

Step 3 After collecting full information from you, Offshore Company Corp will send you a digital version (Certificate of Incorporation, Business Registration, NNC1, Share Certificate, Memorandum of Association and Articles etc.) via email. Full Hong Kong Offshore Company kit will courier to your resident address by express (TNT, DHL or UPS etc.).

You can open bank account for your company in Hong Kong, European, Singapore or other other jurisdictions supported offshore bank accounts! You are freedom international money transfer under your offshore company.

Your Hong Kong Company formation completed, ready to do international business!

24. Can the share capital of a Hong Kong company be denominated in foreign currency?

Yes. But, once the company is incorporated, it is difficult to change the currency of the share capital.

25. Is there any capital duty on issuance of shares?
There is no capital duty on issuance of shares at par value. Capital duty of 0.1% is payable on the amount of premium at which shares are issued above par value (subject to a cap of HK$30,000).
26. If I want to incorporate a company with a specifc name, should I use a shelf company and change the name or should I ask to incorporate a company with the specifc name?
Either is possible unless you need a company to be in existence immediately. Most prefer to incorporate a company with the specifc name. This will take approximately four working days. Similarly, it will take approximately four working days to change the name of a company already in existence.
27. I do not want my details as shareholder and director to appear on the public record. What can I do?

You can use a nominee shareholder to hold the share(s) on your behalf. We can provide the service of a nominee shareholder.

You can also appoint a nominee director to act on your instructions. We do not provide nominee director service but can provide you with contact details of those companies that do.

28. What are the continuing compliance requirements of a Hong Kong company? What if I fail to meet those requirements?

A Hong Kong company must hold an annual general meeting in every calendar year when, among other things, the audited accounts of the company are adopted. An annual return of the company must also be fled with the Companies Registry every year.

A Hong Kong company must also notify the Companies Registry of any special resolution passed (other than that to change the company’s name), the creation of a charge over certain assets and any change which may occur in the information contained in the documents already fled. The changes of a company which require notifcation include:

  • change of share capital
  • change of directors and/or secretary and/or their
  • personal particulars
  • allotment of shares
  • change of company name
  • alteration of the Memorandum and Articles of Association
  • resignation of auditors
  • change of registered office

If a company fails to comply with such requirements, the company and every ofcer of the company who is in default shall be liable to a fne and/or imprisonment.

29. Do we need to engage a professional firm to incorporate a Hong Kong company?

If you are residing in Hong Kong, it is not mandatory to appoint a professional services firm to incorporate your Hong Kong company and you can choose to self-incorporate the company. However, given the complexities of incorporation procedures and ongoing statutory compliances, it is highly advisable to use the services of a professional services firm.

If you are a non-resident and wish to incorporate a company in Hong Kong, you are required to engage a professional firm to act on your behalf.

30. Does Hong Kong company law make a distinction between a regular director and a nominee director?
No, it does not. As per Hong Kong company incorporation laws, all directors are regarded as the same and are expected to fulfill their duties and responsibilities, fiduciary and otherwise.
31. Is the information regarding directors and shareholders of the company available publicly? What are the reporting requirements for shareholders and directors of a Hong Kong company?
Yes. Information about company officers versus directors, shareholders and company secretary is public information as per Hong Kong company incorporation laws. It is mandatory to file details of the company officers with the Companies Registry when you incorporate a Hong Kong company. If you wish to maintain confidentiality you can appoint a nominee shareholder and nominee director from your corporate service provider.
32. Are corporate directors and shareholders permitted?
Corporate director is restricted. It is required to have at least one individual director. Shareholders can either be natural persons or body corporates.
33. Can a Hong Kong company hire/ recruit foreign employees?

Yes, a Hong Kong company can hire foreign employees to work in Hong Kong. The company must file an employment visa for each such employee and it must be approved by authorities. There are different schemes under the employment visa category that cater to different groups of employees:

  • Those with a degree or higher qualification in a full-time and locally accredited programme in Hong Kong (referred to as non-local graduates)
  • Those with foreign education but possess special skills, knowledge or experience of value to and not readily available in Hong Kong
  • Chinese residents who possess special skills, knowledge or experience of value to and not readily available in Hong Kong.
  • Note that the company must be incorporated first before an employment visa application can be filed.
34. Are Hong Kong companies required to file annual accounts?
As per Hong Kong company formation laws, every company formed in Hong Kong, unless specifically exempted, must file its audited accounts with the Inland Revenue Department of Hong Kong along with its profits tax return on an annual basis. The auditor must be a member of the Hong Kong Society of Accountants and must hold a practicing certificate. There is no requirement to file accounts with the Companies Registry.
35. Is there a stamp duty for allotment or transfer of shares for a Hong Kong company?

Stamp Duty on share capital is also known as capital duty on share capital in many other countries. Stamp Duty on share capital in Hong Kong is as follows: 

  • No Stamp Duty is payable on the allotment of shares.
  • Stamp Duty is payable on the transfer of shares as below.
36. Is a Hong Kong company required to have an annual turnover?
No. There is no such requirement.
37. Can the name be changed after incorporation of the company?
Yes. It is possible to change the company name any time after its incorporation, by passing a special resolution. A "Notification of Change of Company Name" must be filed with the Companies Registry within 5 days after the passing of the Special Resolution. Once the new name is approved, a Certificate of Change of Name will be issued.
38. How to close/Wining up a Hong Kong company?
Companies can be closed either by "Liquidation/Winding Up" or "De-Registration". Generally, de-registering a company is relatively simple, inexpensive and a quicker procedure when compared to winding-up or liquidation. However, there are certain conditions that the company has to satisfy if it wants to be de-registered. The process usually takes up to 5-7 months, depending on the complexities involved. Winding up a company is a lengthy, expensive and time consuming procedure.

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