Hong Kong: Company Formation Checklist

 

With the right knowledge and support, setting up a company in Hong Kong can be quick and easy. Few regulations allow companies to set up in as little as one week. But how and where do you start? Below we have created a checklist with the main requirements and steps you need to consider to get your company up and running smoothly.

Step 1: Choose a company name

Your company can be in English and/or Chinese, but a mix of characters from both languages is not allowed. You can pick any name, as long as it is not already registered in the Companies Registry, and it is not offensive or contrary to public interest. Note that all company names must end with the full word “Limited”, and it is not considered a trademark.

 

Step 2: Select business nature

The business nature will be shown on the Business Registration Certificate, and it cannot be more than 60 characters long, including spaces. It can be brief, but not too vague, i.e. it should be descriptive enough so it is clear what you do (e.g. “Trading” would be too vague, a better description would be “Trading Clothes”). Note also that a company’s activities are not limited to the business nature declared on the Business Registration Certificate as long as it is legal and not regulated.

 

Step 3: Have a registered address

HK companies must also have a local registered address (cannot be a P.O. Box). The registered address can be different from the actual business address used by the company for operations. As all the government mails will be sent to the registered address, it is recommended to use the address of your Company Secretary to ensure timely handling of government requirements and filings.

 

Step 4: Decide on number of shares and share capital

You can issue shares in different classes with different rights attached to them (note: if more than one class of shares is issued you will need to specify particulars in the incorporation form). A minimum of one share must be issued on incorporation. There is no minimum capital requirement for non-regulated companies; however, it is common to incorporate with capital ranging between HKD1,000 to HKD10,000.

 

Step 5: Appoint shareholders

You must have at least one shareholder and can have up to a maximum of 50. Shareholders can be residents of any country, nationality, and either an individual or a corporate body (i.e. wholly-owned subsidiaries are allowed). Shareholders are only liable for any amount unpaid on the shares they own in the company.

 

Step 6: Appoint company directors

Shareholders name directors to represent their interests with the company’s Board of Directors, and their responsibility is to exercise reasonable care and skill in managing the company. Directors can be a resident of any country, and nationality. You must have at least one individual director appointed at any given time. A corporate director can also be appointed, but it cannot be the company’s sole director.

 

Step 7: Appoint a company secretary

The company secretary is responsible for maintaining the statutory books and records of a company and for ensuring that statutory requirements are complied with. HK Companies are legally required to appoint a local company secretary, individual or corporate. However, note that the company’s sole director cannot be the company secretary and corporate bodies must have a valid TCSP license to operate.

 

Step 8: Get ready for filing!

Prepare the necessary documents for the incorporation. Required documents include forms to be submitted with the required administrative fees at the Companies Registry and Inland Revenue Department, and internal documentation such as Articles of Association, First Written Resolutions, and the Appointment of First Directors.

 

Need Assistance?

iNCUBEE can help ease the process of setting up and incorporating your company and preparing the needed documents. With our professional expertise and experience, we can set things up for you easily and seamlessly.

Feel free to contact iNCUBEE and/or continue browsing our blog for more information about HK companies, regulations and practices, and our services and fees. You can reach us through email ([email protected]), phone (+852 3100 0518), or via our website-chat, Monday – Friday; 8am – 7pm HK time.

 

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