Hong Kong Company
|Key Corporate Features|
|Type of Company||Private Limited Company|
|Minimum Number of Members||1|
|Location of members meetings||Everywhere|
|Minimum Number of Directors||1|
|Local director required||Yes|
|Location of directors meetings||Everywhere|
|Corporate directors permitted||Yes|
|Registered Address of the company||Yes|
|Company secretary required||Yes|
|Local / qualified company secretary required||Yes|
|Minimum paid up share capital||HK$1|
|Standard Authorized Capital||HK$10.000|
|Requirement to prepare accounts||Yes|
|Requirement to prepare audited accounts||Yes|
|Requirement to file accounts||Yes|
|Publicy accessible accounts||No|
|Corporate Taxation||16,5%Exemptions for income derived from abroad. Must meet certain condictions|
|Requirement to file Annual Return||Yes|
|Change in domicile permitted||No|
|Publicy accessible records|
HONG KONG COMPANY INFORMATION
Type of company for international Trade and Investment
Private Company limited by Shares.
Procedure to Incorporate
Submission of Memorandum and Articles of Association and a prescribed form with the Hong Kong Companies Registry. A Notice of Situation of Registered Office is also required to be filed within fourteen days of the date of incorporation.
Restrictions on Trading
Cannot undertake banking or insurance activities or solicit funds from or sell its shares to the Public.
Powers of Company
A Hong Kong Company has all the powers of a natural person.
Language of Legislation and Corporate Documents
Chinese and English.
Registered Office Required
Yes, must be maintained in Hong Kong.
Name Approval Required
It is not possible to reserve a name. It is essential to check that there is no similar or identical name on the register, which would prevent the company being incorporated.
Shelf Companies Available
Time to Incorporate
Within 1 to 7 working days from the submission of documentation.
Any name is the same of existed companies. Any name would constitute a criminal offence or is offensive or otherwise contrary to the public interest. Any name would be likely to give the impression that the company is connected in any way with the Central People’s Government or the Government of the HKSAR or any department of either government such as Department, Government, Commission, Bureau, Federation, Council, Authority.
Names Requiring Consent or Licence
Department, Government, Commission, Bureau Federation, Council, Authority, Building society, Chamber of Commerce, co-operative, Kaifong, mass transit, municipal, savings, tourist association, trust, trustee, underground railway, bank, insurance, assurance, reinsurance, etc.
Suffixes to Denote Limited Liability
Disclosure of Beneficial Ownership to Authorities
HONG KONG COMPLIANCE
Authorised and Issued Share Capital
The usual authorised share capital is HK$10,000. The minimum issued capital is one share of par value.
Classes of Shares Permitted
Ordinary shares, preference shares, redeemable shares and shares with or without voting rights.
Hong Kong is one of the few countries in the world that tax on a territorial basis. Many countries levy tax on a different basis and they tax the world-wide profits of a business, including profits derived from an offshore source. Hong Kong profits tax is ONLY charged on profits derived from a trade, profession or business carried on in Hong Kong. Consequently, this means that a company which 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. Hong Kong sourced income is currently subject to a rate of taxation of 16.5%. There is no tax in Hong Kong on capital gains, dividends and interest earned.
The principle of Hong Kong profits tax is that it is a tax on profits that has its source in Hong Kong rather than a tax based on residence. Income sourced elsewhere, even remitted to Hong Kong, is not subject to Hong Kong profits tax at all. Consequently, if a Hong Kong company’s trading or business activities are based outside Hong Kong no taxation will be levied.
A factor that determines the locality of profits from trading in goods and commodities is generally the place where the contracts for purchase and sale are effected. ‘Effected’ does not only mean that the contracts are legally executed. It also covers the negotiation, conclusion and execution of the terms of the contracts.
If a business earns commission by securing buyers for products or by securing suppliers of products required by customers, the activity which gives rise to the commission income is the arrangement of the business to be transacted between the principals. The source of the income is the place where the activities of the commission agent are performed. If such activities are performed through an office in Hong Kong, the income has a source in Hong Kong.
Certain sums, like royalties, paid or payable to non-resident persons for use of or right to use certain intellectual property are subject to withholding tax. The payer who claims deduction for the use of the intellectual property against its assessable income is required to withhold a prescribed percentage from the payment while that recipient is not subject to Hong Kong profits tax. The prescribed percentage is 4.95% on the gross payment if the payer and the recipient are not related, but 16.5% if the payer and recipient are related. The recipients of the royalties may enjoy different treaty rates under double taxation agreements.
Double Taxation Agreements
Hong Kong has arrangement with a number of jurisdictions for double taxation relief of shipping or airline income. It has also comprehensive double tax agreements http://www.eoi-tax.org/jurisdictions/HK#agreements to relieve taxation on income, for instance, dividends, interest and royalties. The Hong Kong Inland Revenue Department allows a deduction for foreign tax paid on a turnover basis in respect of income which is also subject to tax in Hong Kong. Therefore, businesses operating in Hong Kong do not generally have problems with double taxation of income.
The Business Registration Fee, currently HK$2,250, is due and payable within one month of the date of incorporation and then annually on the anniversary of the first payment. (Special tax consession arrangement by the HKSAR is granted from now until 31st March 2014; the Business Registration fee of each company is HK$250)
Financial Statements Required
A Hong Kong company must keep accounting records, which may be kept at the registered office address or elsewhere at the discretion of the directors. Every company must appoint an auditor who must be a member of the Hong Kong Institute of Certified Public Accountants and hold a practicing certificate. Although there is no requirement to file accounts with the Registrar, there is a requirement to file accounts with the Hong Kong Inland Revenue Department.
The minimum number of directors is one, who may be natural persons or bodies corporate. They may be of any nationality, and need not be resident in Hong Kong.
A Hong Kong company must appoint a company secretary, who may be a natural person or a body corporate, but the company secretary must be resident in Hong Kong.
The minimum number of shareholders is one.
- Company names search in HK registry
- Document preparation
- Certificate of incorporation
- Company kit box
- HK Government fees
- HK registered agent
- HK registered office
- HK secretary
- Registrar of shareholders, director and members
- Memorandum & Articles of Association
- Resolution to Open Bank Account
- Share certificates book
- Company seal
- Signature stamp