Hong Kong – Procedure of Incorporation
Hong Kong companies are governed by the provisions of the Hong Kong Companies Ordinance 1984. The most common form of business entity in Hong Kong is a limited liability company. A limited liability company offers the protection of personal assets from business risks and liabilities and is a separate legal entity. It is fairly relatively simple to establish a company, the procedure is outlined below:
- The approval of preferred name is required (this will take approximately 2 working days)
- An application form to be filled in, signed and scanned (containing information about the approved name, details of directors and shareholders)
- A beneficial owner declaration to be filled in, signed and scanned
- Eltoma will issue an invoice for a company registration in Hong Kong
- Scanned copy of passports for directors and shareholders to be sent by e-mail
- Scanned copy of proof of residence (such as utility bill, bank statement or bank reference not older than 3 month) to be sent by e-mail
- Upon receipt of money on our bank account for Hong Kong company incorporation, Eltoma will begin the process of company incorporation in Hong Kong. It will take up to 10 working days for the process to be completed
- After completion of this section of the process a director and shareholder have to sign the company registration forms and send Eltoma the original which will then be submitted to the Companies Registry of Hong Kong. It will take up to 5 working days to fully complete the Hong Kong Company Incorporation process
- The following process of apostille takes up to 4 working days plus an additional working day if courier delivery is required.
Company Administration Guidelines
Share Capital:
- Shareholders of a Hong Kong company must subscribe at least for one share to start the Hong Kong Incorporation process
- A Hong Kong Company can issue the following classes of shares; Ordinary Shares and Preference Shares.
- Share premium is allowed in Hong Kong. However, share premium is a subject to capital duty of 0.1%
- Proper instrument of share transfer is required to register the transfer of shares in a Hong Kong company.
- The minimum number of shareholders is one and there are no restrictions on foreign individuals or corporate bodies being shareholders
- The number of shareholders of private company is limited to 50.
- Nominee shareholders are permitted.
Directors:
- The minimum number of directors is one
- There is no restriction for foreign nationals to act as a director of a Hong Kong company.
- Corporate directors are permitted in Hong Kong.
- An annual general meeting of directors can be held outside of Hong Kong.
Restrictions on Name & Activity:
- All business entities in Hong Kong must have an approved name prior to company registration. This can be done relatively quickly.
- A Company name will be A Hong Kong Company name must end with ‘Limited’
- There are no onerous restrictions on trading other than the inability to undertake banking and insurance activities
Local Requirements:
- Every company in Hong Kong is required to have a registered office where a register of directors, shareholder, secretary and minutes of general and director meetings are kept. Eltoma can provide this service.
- All changes have to be filed with the Registrar of Companies within a month from a date of a change.
- It is obligatory to have a secretary for a Hong Kong company. A secretary can be a natural person or a company who is a resident of Hong Kong. Eltoma can provide this service.
- The company secretary is responsible for keeping and filing corporate document with the Registrar of Companies.
Confidentiality:
- Nominees are permitted in order to provide a high level of confidentiality
Timescale:
- The timescale for the incorporation of a Hong Kong Limited Liability Company is approximately 5 working days