Company registration in Hong Kong
Investors can set up companies limited by shares, companies limited by guarantee and unlimited companies in Hong Kong. A company limited by guarantee is a company without a share capital. The liability of the participants in such a company is limited by the charter to the amount that the participants respectively undertake to contribute to the assets of the company in the event of its liquidation (non-profit organizations are usually registered in this form).
In companies limited by shares, the liability of the members is limited by the articles of association to the value of the shares they hold. Such companies can be private and public (listed). There are more than 500,000 private companies in Hong Kong, while less than 2,000 are public companies. Thus, private companies limited by shares in Hong Kong account for more than 99%. In view of this, we will further describe the procedure for establishing private joint-stock companies.
Transfer pricing rules in Hong Kong
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Choosing a company name. In this case, the following requirements must be observed:
- the name chosen must not be the name of any legal entity registered or incorporated in Hong Kong;
- the use of such a name should not be a criminal offense (for example, in case of violation of intellectual property rights of third parties);
- the name must not be offensive or otherwise contrary to the public interest.
- Preparation of corporate documents by lawyers and filling in the registration form.
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Registration of a legal entity in the Registrar of Companies. To do this, you must provide the following documents:
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- a completed and signed Registration Form (NNC1 form);
- Notice to the Business Registry Office (Form IRBR1);
- stipulated official payments;
- written consent to perform the duties of a director of the company from each director.
- Obtaining a Certificate of Incorporation and a Business Registration Certificate. Certificates will be issued by the Registry in electronic form if the documents were submitted through the e-services portal, and in hard copy if the documents were submitted in paper form. Certificates in electronic form and in printed form have the same legal force.
- Electronic certificates are usually issued within 1 hour after the submission of documents to the electronic registry. Notification for uploading certificates will be sent to the email address of the registered user who submitted the application.
- When submitting documents in hard copy, certificates are usually issued within 4 business days. Notification of readiness of certificates will be sent by fax. Certificates must be obtained from the Register in person or by proxy if received by a representative.
Upon completion of the company registration process, the founder receives the following documents:
- Certificate of registration of the company (Certificate of Incorporation);
- Business Registration Certificate;
- Articles of Association of the company;
- the first decision of the board of directors (Directors Resolution original);
- apostilled stitching of registration documents;
- registers of directors, reserve directors, shareholders, secretaries;
- Share Certificate;
- company seal(s).
Capital and Share Requirements
- There are no restrictions on the amount of share capital.
- In most cases, the amount of authorized share capital is 10,000 Hong Kong dollars (HKD), since capital exceeding this amount is subject to a tax of 0.1%.
- The Company is required to issue at least one share payable immediately upon issue or within the time period specified in the decision to issue the share.
- Shares may also be issued for non-monetary contributions of value, such as goods or services. There is no formal valuation process, but a form describing the transfer of value must be filed with the Registrar of Companies.
- The right to transfer shares is limited.
- The issue of bearer shares is prohibited.
Requirements for the Director
- There may be one director, or there may be several. It can be either a resident of Hong Kong or a non-resident.
- A legal entity can only be a director in companies that are not subsidiaries of public listed companies.
- The sole director cannot be a secretary, just as a legal entity whose director is the sole director of the company cannot be.
- Information about the secretary is entered in the public register.
Beneficiary
- The beneficiary is the actual owner of the company, who can manage it directly or with the help of a nominee service (through a nominee director or shareholder).
- The decision to introduce a register of beneficiaries in Hong Kong is at the stage of a bill.
- Information about the beneficiary is stored in the office of professional intermediaries and is subject to disclosure only at the request of authorized bodies or by court order.
Requirements for shareholders
- Shareholders of the company can be both individuals and legal entities.
- The shareholders of the company can be residents and non-residents of Hong Kong.
- The number of shareholders can be from one to fifty.
- Information about shareholders is submitted to the open state register and to the agent.
- The meeting of shareholders is the supreme governing body of the company, it must be held at least once every 15 months.
Office of the company
- There is a requirement for a registered office (legal address) in Hong Kong.
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- Information about the legal address is placed in the open register.
Reporting, audit
- The secretary annually submits Annual Return - information on the company, which is contained in the public register.
- Every year, the company submits a tax return, as well as financial statements certified by an auditor. Financial statements are not made publicly available.
- If the company did not operate, a null declaration is submitted.
- Accounting is a must. Accounting languages are English and Chinese.
- Audit is obligatory for all companies, except for cases when the company did not conduct activity. The audit must be carried out by an authorized auditor (having the appropriate license).
