Scroll

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.

Read more:

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. 

Read more:

4. Requirements for setting up a Hong kong (HK) private company

Anybody can be setting up 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.

Read more: Set up a company in Hong Kong

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 Hong Kong 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

The advantages of being an 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).

Here are the characteristics of “Company limited by guarantee”:

Read more: 

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).

Read more: Profits tax return for offshore company in HK

9. How is the name of offshore company proposed?

Generally speaking, the name of offshore company should include wordings such as "Limited", "Corporation", or simplified "Ltd.", "Corp." or "Inc.".

If the proposed offshore  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.

Read more:

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.

Read more:

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, you have to be in Hong-kong to open you bank account.

Almost Banks in Hong Kong open 6 days a week. Working hours is Monday to Friday (9AM to 4:30PM), with the exception of Friday when banks usually close by 5pm, Saturdays: many banks close off shop by 12:30 PM.

18. Are all accounts multi-currency in Hong Kong?

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.

Read more: 

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 in Hong Kong?

An offshore company 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 business in HK 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.

Read more: 

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.

Read more: 

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.

Read more: 

23. How to establish a company in Hong Kong? Limited by Shares/Limited by Guarantee

How to establish a company in Hong Kong?

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!

Read more:

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.

Read more:

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. 

Read more: 

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.

Read more: 

29. Is a Hong Kong company required to obtain any business license after incorporation?
Incorporation of companies is governed by the Companies Registry of Hong Kong. However, the nature of the actual business activity could be subjected to control and regulation by other Government authorities and you may require a business licence or permit before you can actually begin business activities. Examples of some of the businesses that require a licence to operate include: travel agencies, restaurants, employment agencies, fund managers, insurance brokers, lawyers, liquor distributors, moneylenders, banks and childcare centres etc. You can apply for a business licence only after you have incorporated your Hong Kong company.
30. Do we need to engage a professional firm to incorporate Hong Kong company?

If you are residing in Hong Kong, it is not mandatory to appoint a professional services firm to incorporate 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 company in Hong Kong, you are required to engage a professional firm to act on your behalf.

Read more: Offshore company in Hong Kong

31. 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.
32. 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.

Read more: 

33. 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.
34. 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.

Read more: 

35. 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.

Read more:

36. 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.

Read more:

37. Is a Hong Kong company required to have an annual turnover?
No. There is no such requirement.
38. 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.

Read more: 

39. 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.

40. How many types of companies are available in Hong Kong? Which type of company is the most common in Hong Kong?

There are several types of companies in Hong Kong that are suitable for different needs of foreign business owners, entrepreneurs, and investors. However, foreign investors normally choose three types of companies including Limited Liability, Sole Proprietorship, and Partnership to set up businesses in Hong Kong.

  • Limited Liability: Most people prefer to choose a Limited Liability Company to start their business because of its advantages for the owner. The company is the legal entity and separate from the owner means personal assets are protected by law from the liabilities and businesses’ risks.
  • Sole Proprietorship: This type of company is suitable for low risk and small scale businesses. The process to set up a sole proprietorship is simple and fast. However, the company is not a separate legal entity and personal assets are not protected from the liabilities and businesses’ risks.
  • Partnership: In this type of company, two and more people can join and share the ownership of one single company and the ability to raise funds needed by the business. Partner also shares the responsibility of the liability and the risk for the deeds of the other partners.

In Hong Kong, Limited Liability Company categorizes further into Company Limited by Shares and Company Limited by Guarantee. Between these three types of companies, business owners, entrepreneurs, and investors usually would decide to set up their companies as Limited Liability Company as this type of company offers more advantages compared to other two companies types which make Limited Liability Company as the most common type of company in Hong Kong.

Read more:

41. Starting a Company in Hong Kong as A Foreigner

Hong Kong is the gateway to the Mainland China market and other countries in Asia. Starting a company in Hong Kong is the most suitable choice to invest or expand the business environment in the Asia-Pacific region.

As a foreigner, you can register and open a Limited Company in Hong Kong. You can appoint yourself as the sole director and shareholder of your Hong Kong company with no local directors required. In addition, there are no requirements for renting an office or hiring a full-time but you are required to have a Hong Kong office address and a company secretary. However, if you do not have an office address or company secretary in Hong Kong we can provide you with our services.

Do not worry about an office address and a company secretary. We can support you through our serviced office. (Service office in Hong Kong)

Luckily, you do not need to travel to Hong Kong to register your company for a startup business here. Hong Kong government accepts both e-registration and paper registration to open the company.

Starting a company in Hong Kong is easy with One IBC. Call +852 5804 3919 or send an email to [email protected] with your inquiries.

We will give you all the necessary information you need. Make a decision and pay for your service fees and government fees. Then send us all the required documents and we will send back your full company documents to your address by international courier service.

Read more: Hong Kong company register

42. Could I open a Hong Kong company if I am currently living in Malaysia?

Hong Kong is a popular location for people who want to access a global market and explore investment opportunities. Investors and business owners from Malaysia do not need to travel to Hong Kong as the Hong Kong government offers e-registration for open company.

As foreigners from other countries including Malaysia, Limited Liability Company is the best option for opening a company to foreigners in Hong Kong. This is the most common company type in Hong Kong that offers many advantageous incentives to foreign businesses. In addition, foreign businesses also can open a Hong Kong Limited Liability Company as a branch office and a representative office for your parent company.

The basic registration requirements for a Limited Liability Company in Hong Kong include:

  • Approval of company name
  • Registered office address
  • Minimum one director or shareholder
  • A local resident company secretary
  • A Hong Kong auditor

If you do not know where to start to register or you do not have any registered office address and confusing to assign which local resident company secretary. Feel free to contact us. We are here to guide and support you to open your company in Hong Kong.

Read more: Requirements for setting up a Hong Kong company

43. What are secretarial services? Do I need secretarial services for my Hong Kong company?

Every country or territory has its own rules and regulations in which foreign business owners, entrepreneurs, investors must comply with the jurisdictions’ rules and regulations when they operate their businesses in a particular jurisdiction.

Hence, corporate secretarial services are used for supporting the company’s compliance needs including keeping your paperwork in order, making sure your company updates with the latest information concerning the local regulations and rules.

In specific, foreign companies operating in Hong Kong need to have a local company secretary to stay updated with the newest information from the Hong Kong government.

Read more: 

44. What are the Hong Kong director requirements and duties?

Hong Kong is one of the most popular jurisdictions that foreign businesses and investors choose to set up their businesses. Under Hong Kong law, one of the requirements in setting up a new company is that the applicants must have a director for their companies.

Basic Hong Kong company director requirements

Two types of companies that are chosen by the foreign are Company Limited by Shares and Company Limited by Guarantee.

The director’s name can be a person or a company for the Hong Kong company but at least one director’s name must be a natural person. There is no limited number of maximum directors permitted. In the case of Limited by Shares, at least one director is required, in contrast to Limited by Guarantee, required at least two directors.

However, in exceptional cases, a corporation cannot be a director of both public and private companies if they are listed on the Stock Exchange of Hong Kong. The same for the Limited by Guarantee company where a corporation is a director of a company.

Directors can be any nationality of the Hong Kong business, and they can be either Hong Kong residents or foreigners. In addition, directors must be 18 years or above and they cannot be insolvent or have been convicted for any dereliction of duties.

Publicity information 

The information of the directors, shareholders, and company secretary of a Hong Kong company will be disclosed to the public according to Hong Kong Company Laws.

Every Hong Kong company has to keep a record of registration of its directors in which the members of the public can access this information. The register recording must include not only the name of each director but also the personal history of each director which were filed to the Registrar of Companies.

It is mandatory to file details about the company officers with the Hong Kong Registrar of Companies. Nonetheless, if you wish to maintain the confidentiality of their information as a new company director. You can use the professional services firm of One IBC for appointing a nominee shareholder and nominee director.

Hong Kong Directors Duties

According to the Hong Kong Companies Registry, the duties of directors included are shown below:

  1. Duty to act in good faith for the benefit of the company as a whole: A director is responsible for the interests of all of the company’s shareholders, both present and future. The director must achieve the fair outcomes between the members of the Board and shareholders
  2. Duty to use powers for a proper purpose for the benefit of members as a whole: A director must not use his power for personal benefits or gain control of the company. The director’s exercise of powers must be aligned with the purposes of the company.
  3. Duty not to delegate powers except with proper authorization and duty to exercise independent judgment: A director is not allowed to delegate any of the director’s power unless authorized by the company’s articles of association. Otherwise, the director must exercise the director’s judgment in relation to the power assigned to the director.
  4. Duty to exercise care, skill, and diligence.
  5. Duty to avoid conflicts between personal interests and interests of the company: The personal interests of the director must not conflict with the company’s interests.
  6. Duty not to enter into transactions in which the directors have an interest except in compliance with the requirements of the law: he must not enter into transactions with the company. Under the laws, a director has to disclose the nature and extent of his interest in all transactions.
  7. Duty not to gain advantage from the use of position as a director: The director must not use his position and/or power to gain advantages for personal gains, or someone else directly or indirectly, or in situations which cause damages to the company.
  8. Duty not to make unauthorized use of the company’s property or information: A director must not use the company’s assets, including property, information, and opportunities present to the company the director is aware of. Unless the company has given the consent to the director and the matters have been disclosed in the board meetings.
  9. Duty not to accept a personal benefit from third parties conferred because of the position as a director.
  10. Duty to observe the company’s constitution and resolutions.
  11. Duty to keep accounting records.

 

About Us

We are always proud of being an experienced Financial and Corporate Services provider in the international market. We provide the best and most competitive value to you as valued customers to transform your goals into a solution with a clear action plan. Our Solution, Your Success.

US