Hong Kong Private Limited Company Information
| Key Company Features | |
| Type of entity | Private Limited |
| Type of law | Common |
| Shelf company availability | Yes |
| Our time to establish a new company | 10 days |
| Minimum government fees excluding taxation | US$350 |
| Corporate taxation | Nil on foreign profits |
| Double taxation treaty access | China - Corporate and Personal Income Tax. Other Countries - for shipping and aviation. |
| Share capital or equivalent | |
| Standard currency | HK$ |
| Permitted currencies | Any |
| Minimum paid up | HK$1 |
| Usual authorised | HK$1,000 |
| Directors or Managers | |
| Minimum number | One |
| Local required | No |
| Publicly accessible records | Yes |
| Location of meetings | Anywhere |
| Members | |
| Minimum number | One |
| Publicly accessible records | Yes |
| Location of meetings | Anywhere |
| Company Secretary | |
| Required | Yes |
| Local or qualified | Lokal |
| Accounts | |
| Requirement to prepare | Yes |
| Audit requirements | Yes |
| Requirement to file accounts | Yes |
| Publicly accessible accounts | No |
| Other | |
| Requirement to file annual return | Yes |
| Change in domicile permitted | No |
Setup And Maintenance Costs
Incorporation (Setup) Costs - US$2,800 (+ US$1,000 nominee director if required)
The fee is all inclusive, no hidden costs.Annual Maintenance Costs - US$1,900 (+ US$1,000 nominee director if required)
The fee is payable after the first year and covers annual taxes, registered agent (and nominees). HK companies must file audited accounts. We can provide the service from US$1,000.
Our company kits are always delivered with the same documents and may vary slightly from jurisdiction to jurisdiction.
Our corporate kits are delivered with the following documents:
- Copy of Certificate of Incorporation
- Copy of Business Registration Certificate
- 3 copies of Memorandum and Articles of Association
- Copy of First Board of Director Resolution
- Copy of Notice of Appointment of First Directors by the Subscribers
- Copy of Letter of Consent to act as a Secretary
- Copy(ies) of D1
- Copy(ies) of D2A (Optional)
- Copy(ies) of D3
- Copy(ies) of R1
- Copy(ies) of SC1(Optional)
- Copy(ies) of Letter of Application for share (Optional)
- Copy(ies) of Instrument of Transfer and Bought and Sold Note
- Company Chop and small round chop
- Share Certificate
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 Statement of Compliance. 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
Yes.Time to Incorporate
Within two weeks from the submission of documentation.Name Restrictions
A name that is similar to or identical to an existing company. A name that constitutes a criminal offence or is otherwise contrary to the public interest. A name that gives the impression of which it is connected with the Government of PRC, the Government of HKSAR or any departments of either Governments.Names Requiring Consent or Licence
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
Limited.Disclosure of Beneficial Ownership to Authorities
No.Compliance
Authorised and Issued Share Capital
The usual authorised share capital is HK$1,000. 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.Types of Shares Permitted
Include deferred, founders and management shares.Taxation
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 17.5 per cent. There is no tax in Hong Kong on capital gains, dividends and interest earned.The principle of Hong Kong income tax is that it is a tax on income 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.
The 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.
Double Taxation Agreements
Hong Kong has no double tax agreement with any country, with the exception of a limited treaty with the United States of America relating to shipping matters only.As Hong Kong taxes on a territorial basis, this means that income derived from a local company from outside Hong Kong will not generally suffer double taxation in Hong Kong. Many countries which tax their residents on a world-wide basis also provide their companies operating in Hong Kong with unilateral tax credit relief for Hong Kong tax paid on income derived in Hong Kong. The Hong Kong Inland Revenue allow 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.
Withholding taxes, currently being 5.25%, are only imposed on royalties paid to non-resident recipients not related to the payers. If they are related parties then a tax rate of 17.5% will be applicable.
Licence Fees
The Business Registration Fee (BRF), currently HK$2,600, is due and payable within one month of the date of incorporation and then annually on the anniversary of the first payment.Financial Statement Requirements
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 Society of 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 tax authorities.Directors
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.Company Secretary
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.Shareholders
The minimum number of shareholders is one.General Information
Hong Kong is on the south east coast of China and consists of a large number of islands and a part of the mainland totalling approximately 1,064 sq km. On 1 July 1997 all of Hong Kong reverted from British Control back to China and became a Special Administration Region 'SAR' within the People's Republic of China (PRC).
Population
About 7 million.Political Structure
Hong Kong elects its own legislature and maintains its own court structure.The Future of Hong Kong
Under the 'one country - two systems' philosophy, the SAR has executive, legislative and independent judicial power. The capitalist system, legal structure and lifestyle remain unchanged.Hong Kong remains a free port with a free flow of capital and a freely convertible Hong Kong dollar. With China pushing forward with the modernisation of its own economy, the PRC has expressed the wish that Hong Kong should assist in this endeavour. It has stated that its future development will be based on market led reforms with socialist characteristics and this has led to the opening up of its economy to foreign investments. It is widely recognised that Hong Kong is and will continue to be a significant gateway to China.
