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General Info

 Sole proprietorship is the form of business conducted by one person. Such form is supposed to be more suitable for investors who are new to the business due to the simple procedure of registration. Within 1 month from its starting-up the sole proprietorship shall apply for registration to Business Registration Office. The sole proprietorship may hire employees and delegate to them authority to act on its behalf. However, the sole proprietor bears full and unlimited responsibility, including personal responsibility for any losses or damages.

Partnership is usually found by two or more investors combined together to conduct joint commercial activity.  Maximum number of partners shall be limited to 20, which may be both individuals and corporate bodies. The Partnership daily activity shall be governed by the Partnership Ordinance and Partnership agreement. Each Partnership shall apply for registration to   Business Registration Office within one month from the date of commencement of business. The Partnership has no legal personality that is to say all the partnership’s assets are the joint property of the partners. The partners bear unlimited personal responsibility for any actions of the partnership.

Private company limited by shares is the most popular business structure registered in Hong Kong, preferentially used for small and medium businesses. Further information on this form of business you may find below.

Company limited by guarantee may be the rarest form of business established in Hong Kong. It is commonly used as a structure for setting up clubs, schools or charitable organizations. Its founders’ responsibility is limited to the sums they have agreed to contribute into its capital in the event the company is being wound up. In practice the amount is merely HKD 100. Such company registration shall meet two stages: first at the Companies Registry, and then, within a month after obtaining certificate of registration, to apply for registration with Business Registration Office.

Public company limited by shares as against Private company has no limitations concerning the procedure of share transfer. The number of shareholders of such company is unlimited, the shares may be offered to public. The Public company is required to file financial report both  with  the Hong Kong Inland  Revenue Department and  the Companies Registry (as opposed to Private company), which allows  the public to check the financial status of the company.

Representative office is the place of business (applied to as the «place of business» by the Companies Ordinance) organized in Hong Kong by an oversea company. The business activity of such structure is  regulated by the Companies Ordinance. Each structure shall follow the two-stage registration procedure the same as for local companies: first at the Companies Registry, and then at the Business Registration Office.

Despite the variety of options above, more than 99% of investors are choosing limited liability company to set up business in Hong Kong. 

 

Type of company

Private company limited by shares

Minimum authorized share capital

N/E, usually 10.000HK

Shares

Public subscription for shares is prohibited;

bearer shares are prohibited

Shareholders

Minimum no. is 1; Maximum no. is 50

Register of Shareholders

Company's first shareholders details shall be filed with the Companies Registry. The company's Secretary is one responsible for further maintenance of the Register as well as for its timely updating due to the any changes in current shareholding structure. The updated information shall be submitted annually to the Companies Registry.

Director

Minimum no. is 1; resident director is not required; corporate director is permitted

Register of Directors

The company's directors’ details shall be filed with the Companies Registry. Any changes in the Board structure or directors' personal details shall be submitted to the Registry within 14 days  from the date of commencement.

Secretary

Shall be a body corporate registered in Hong Kong, or an individual permanently resides in Hong Kong.

Registered Office

Shall be located in Hong Kong; the postal address is prohibited to be used as the registered address of the company.

 

There are some restrictions and requirements concerning the Hong Kong company name:

     -          The names  considered to be offensive or constituting any criminal activities are prohibited;

     -          The  names related somehow  to the Crown or State  (Royal, Federal, etc.) are prohibited;

     -      The name bearing the meaning of financial activity (Building Society, Chamber of Commerce, Chartered,              Co-operative, Imperial, Kaifong, Mass Transit, Municipal, Savings, Tourist Association, Trust, Trustee,                  Underground Railway, Bank, Insurance, Assurance, Reinsurance, Fund Management, Asset Management, 

          and Investment Fund)as well as  their  international equivalents are subject to licensing;

     -          The ending “Limited”  is required to reflect the company's limited liability;

     -          The names  may be in English, Chinese or in both languages simultaneously;

      -    The names equal to those already existing in the Registry's index of company names are prohibited.