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Company incorporation in Hong Kong

Q1. Does the customer need to come personally to Hong Kong for company incorporation or company purchase?
The personal arrival of director(s) or shareholder(s) for company incorporation or company purchase is not mandatory. All document circulation related to company incorporation or company purchase is carried out by electronic communications or the courier mailing service.

Q2. Can Non-Hong Kong residents register a company in Hong Kong?
Yes. Non-Hong Kong residents can incorporate a company in Hong Kong. A foreign founder member of a Hong Kong company and any other person operating as a witness can sign the Article of Association. That should be provided for a registration in the original. MB Consultants (HK) Limited can provide services of nominee shareholders for a company incorporation to reduce the required time for transfer of documents. A nominee shareholder transfers shares to a foreign founder member after incorporation. This procedure does not require a registration in the Companies Registry. The Corporate secretary of MB Secretaries (HK) Limited makes changes to a register of shareholders which is conducted by the company.

Q3. What is a "shelf" company?
The "shelf" company means that the company is already registered; all necessary constituent documents and corporate documents are ready to transfer to a customer in the shortest terms. This saves time for a potential customer. Usually it takes 1-2 days to a week, depending on the requirements of a customer. New company incorporation takes about 3 weeks.

Officers of a company

Q4. Who is the secretary of a Hong Kong company?
The secretary of a Hong Kong company is an individual, resident of Hong Kong or a legal entity incorporated in Hong Kong and having an actual office or an operating business in Hong Kong. The duties of a Secretary include maintenance and safekeeping of corporate documentation, an abidance by annual requirements, such as a delivery of an annual report, payment of business registration fees and the other secretarial services. According to the Companies Ordinance all Hong Kong companies are obliged to have an incorporated secretary.

Q5. Can a sole director of a company operate as a secretary too?
No. According to the section 154(1B) of the Companies Ordinance it is prohibited for a sole director to operate as a secretary. If the company has two or more directors, in this case, one of them, being a resident of Hong Kong, may act as a company secretary. 
Also, according to the section 154(4) of the Companies Ordinance, it is forbidden to appoint  a secretary of a legal entity where a sole director is also a sole director of a company.

Q6. When do the appointment of the first secretary and the first director come into force? 
The appointment of persons specified in registration forms as the first director and the first secretary of a company comes into force from the moment of the state incorporation of a company, i.e. from the date specified in a registration certificate.

Q7. Are there any requirements to specify a registered address, a name of the first director and a secretary in the Articles of Association?
There are no such requirements in the Companies Ordinance. 

Q8. Can a director and a shareholder of Hong Kong private limited company be the individual/legal entity at the same time? 
Yes. The Companies Ordinance does not contain any restrictions regarding private limited companies.

Q9. What conditions are required for an appointment of a reserve director?
According to the section 153A(6) of the Companies Ordinance, a private company which has only one shareholder - an individual who at the same time is its sole director, can appoint an individual who has reached 18 years of age, as the reserve director. A reserve director is appointed to execute company's director functions in a case of a sole director's death.

Q10. Is it obligatory to nominate a reserve director?
No, it is not mandatory. A company that satisfies the conditions of the section 153A(6) of the Companies Ordinance may appoint a reserve director at any time.

Company Name

Q11. Can I use both English letters and Chinese characters in a company name? 
No. A company name containing a combination of English words/letters and Chinese characters will NOT be registered.

Q12. Can an English company's name end with "Ltd"? 

No. Although the word "Ltd" is considered to be the same as "Limited", section 5(1)(a) of the Companies Ordinance required that the last word of an English company name must be "Limited" .

Q13. How can a company change its name after incorporation?   
A company may issue a Special Resolution to change its name after incorporation. A "Notification of Change of Company Name" should be filed with the Registrar of Companies within 15 days after the decision has been taken. The change of name will be effective from the date on which the Certificate of Change of Name is issued.

Q14. Can I appeal against someone using a name similar to my registered company name? 
Yes. If you consider that a company name registered after the incorporation of your company is "too like" the name of your company, you may raise objection with the Registrar of Companies giving reasons in full and including any available evidence of confusion which is claimed to have arisen. The Registrar of Companies has the power under section 22(2) of the Companies Ordinance to direct a company to change its name within 12 months from the date of its registration ("the statutory period") if, in his opinion, the name is "too like" a name previously registered. Hence, in order to enable the Registrar of Companies to make enquiries and serve notices that may be required before the expiry of the statutory period, objection should be made to the Registrar of Companies in good time, preferably not later than one month before the expiry of the statutory period. 

Q15. I have already registered the name of my limited company with the Companies Registry. Can I use the registered company name as a trademark? Will my company name be protected as a registered trademark automatically?
Company registration and trademark registration are regulated by different laws and registration systems administered by different government departments. The Companies Registry is responsible for the registration of local limited companies and companies incorporated outside Hong Kong which have established a place of business in Hong Kong, while the Trade Marks Registry administered by the Intellectual Property Department is responsible for the registration of trademarks. Having the name of a limited company registered with the Companies Registry does not automatically confer on the company the right to use its name as a trademark in promoting or dealing in goods and services. You will need to file an application with the Trade Marks Registry for trademark registration in order to obtain the protection under the Trade Marks Ordinance.

Annual Return

Q16. What is an annual return?
An annual return is a report in a specified form, containing the particulars of a company such as an address of a registered office, shareholders, directors, secretary, etc. at the current date of the annual return.

Q17. My company has already filed the annual return for the current year, but shareholders of the company will be changed soon. Can I file a revised annual return or to submit information about changes in another form?
No. The change of shareholders should be reported in the next annual return.

Q18. I am a director/a secretary of a private limited company. Am I responsible for the late delivery of the annual report to the Companies Registry?
If a company fails to comply with the requirements of the Companies Ordinance, the company and every officer (including directors, secretary and manager) shall be liable to prosecution including payment of fixed fines.

Q19. If I do not submit any Annual Returns, will the Companies Registry strike off/cancel/dissolve my company?
A company which fails to file Annual Return within the prescribed time period is subject to responsibility according to the Companies Ordinance. The Registrar of the Companies can make the decision on deletion of the company from the register considering each case separately.

Dormant company

Q20. In whicht cases can a  company be considered to be “dormant”?
According to section 344A of the Companies Ordinance, a private company may pass and deliver to the Registrar of Companies a special resolution declaring that the company will become “dormant”  i.е. it has no activity on the territory or out of Hong Kong. The company will be deemed to be dormant as from the date of delivery of the special resolution to the Registrar of Companies or a later date as specified in the special resolution.

Q21. Is it necessary for a dormant company to submit a financial report certified by an auditor? 
According to the section 344 of the Companies Ordinance the "dormant" company is released from the requirement to submit the report certified by the auditor.

Q22. My company has not worked for several years. Do I have to file annual returns?
Yes. Every company incorporated under the Companies Ordinance has the obligation to observe and comply with the provisions of the Companies Ordinance, including the delivering an annual return together with the registration fee until the company will submit the Special Resolution to the Company Registry to consider this company as “dormant” under the section 344A of the Companies Ordinance or the Special Resolution regarding the Company liquidation.
Q23. My company has submitted the special resolution to Companies Registry that the company is "dormant" after 12 months from the date of its incorporation. Is necessary for the company to submit the annual return for the last period?
If the date on which the company is deemed to be dormant falls after the 42nd day after the anniversary of its date of incorporation that company is required to submit an annual return for the year in which it declares itself to be dormant.

Q24. If my company has delivered to the Registrar of Companies a special resolution declaring that the company intended to enter into a relevant accounting transaction and ceased to be dormant this year, do I need to file the annual return for this year ?
A private company which has ceased to be deemed to be dormant will be required to file an annual return for the year in which it ceased to be dormant if the date on which it ceased to be deemed to be dormant falls on or before the 42nd day after the anniversary of its date of incorporation.


Q25. Is Hong Kong Company an off-shore company?
Hong Kong is not an off-shore territory in the classic meaning of the term; this is the jurisdiction with the low level of tax burden. Hong Kong companies receiving the income from their activities out of Hong Kong have a right to receive an exemption from taxation of these profits according to the principle of taxation by territory provided for in the fiscal legislation of Hong Kong. Such tax exemption is not automatic, it is granted after assessment of activity of the company by the fiscal authority.

Q26. Can I get information regarding the financial reporting of private limited company?
No. Despite the fact that a private company must pass an annual financial report, certified by the auditor to the Inland Revenue Department of Hong Kong, this information is not available to the public. The financial reporting information can be provided only on the basis of a written statement of a director of a company.