Company Type

Private company limited by shares; the liability of members is limited by the Articles of Association to the amount unpaid on the shares respectively held by them.

Company Name

May be in English or Chinese. A company may adopt an English name and a Chinese name. A company name with a combination of English letters and Chinese characters is not acceptable. A proposed company name should be examined at the Registry’s Cyber Search Center before registration. The name that is the same as a name appearing in the Registry will be rejected. It is also advisable to use a name which does not conflict with a trademark. You should also search the Trademark Register maintained by the Intellectual Property Department.

Company names containing words or expressions such as “trust”, “chamber of commerce” etc. will require prior approval of the Registrar before registration.

Share Capital

Minimum share capital:

No, except for companies requiring special permits or licenses; a company must have at least one founding member with at least one share of the company.

Nominal value of a share:

No

Currency:

The share capital can be in any currency

Bearer shares:

Not allowed

Members

Minimum:

1

Maximum:

50

Residence requirements:

No

Age requirements:

Individual shareholder must be at least 18 years of age

Can a shareholder be appointed director of the same company?

Yes

Public register:

Particulars of the members and their participation interests in the share capital must be filed with the Company Registry on the incorporation of a company. After incorporation, the company itself maintains the member’s register. Every year a company must file to Registry a report in the prescribed form containing specific information about its members.

Directors

Minimum:

One individual director

Maximum:

Unlimited

Corporate Directors:

Could be appointed in addition to an individual director

Residence requirements:

No

Age requirements:

Directors must be at least 18 years of age

Other requirements:

Must not be bankrupt or convicted for any malpractices

Public register:

Register of directors must be filed with the Companies Registry; appointment, cessation of office (including resignation) and change in particulars of directors should be reported to the Registrar in specified forms within 15 days.

Company Secretary

Every company must appoint a company secretary, either an individual or a body corporate. An individual secretary must ordinarily reside in Hong Kong; a corporate secretary must have its registered office or a place of business in Hong Kong.

A sole director or shareholder can not act as the sole company secretary.

Public register:

A register of secretaries must be filed with the Companies Registry; appointment, cessation of office (including resignation) and change in particulars of company secretaries should be reported to the Registrar in specified forms within 15 days.

Registered Address

Every company must have an address in Hong Kong as the registered address of the company. The registered address must be a physical address and cannot be a PO Box.

Significant Controllers

A significant controller includes: a natural person that has significant control over the company; and a legal entity, e.g. a company, which is a shareholder of the company that has significant control over the company.

A person has significant control over a company if one or more of the following 5 conditions are met:

• The person holds, directly or indirectly, more than 25% of the issued shares in the company;
• The person holds, directly or indirectly, more than 25% of the voting rights of the company;
• The person holds, directly or indirectly, the right to appoint or remove a majority of the board of directors of the company;
• The person has the right to exercise, or actually exercises, significant influence or control over the company;
• The person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust or a firm that is not a legal person, but whose trustees or members satisfy any of the first four conditions in relation to the company.

Register of Significant Controllers:

A company is required to identify and ascertain persons who have significant control over the company and maintain a significant controller’s register.

It is not required to deliver the significant controller’s register to the Companies Registry for registration. However, the register must be kept at the company’s registered office address or a place in Hong Kong. The register can be accessible by law enforcement officers upon demand.

Designated Representative

A company must designate at least one person to provide assistance relating to the company’s significant controllers register. The designated representative must be one of the following:

• a member, director, or employee of the company who is a natural person resident in Hong Kong;
• an accounting professional, legal professional, or Trust or Company Service Provider licensee.

Common Seal

The keeping and use of a common seal is optional for local companies. In case a company keeps a common seal, a company may choose to execute a document whether under its common seal or without it.

Articles of Association

A company incorporated in Hong Kong is only required to have Articles of Association. The Memorandum of Association is abolished under the new Companies Ordinance (Cap.622), and information which was required to be contained in the Memorandum of Association under the old Ordinance are set out in the Articles of Association.

Application for Incorporation

An application for company incorporation at the Company Registry includes a simultaneous application for business registration at the Business Registration Office of the Hong Kong Inland Revenue Department. Upon the approval of your application, the Companies Registry will issue both the Certificate of Incorporation and Business Registration Certificate concurrently.