guide to forming a hongkong limited company





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last update 28 Dec 2010


This article describes essential elements and framework and local legal requirements and disclosures when incorporating a company limited by shares (a.k.a. limited company) in Hong Kong.  All information herein is intended for our clients consideration only. 


Types of incorporation

    There are basically two routes by which to forming a limited company:

a)      tailor or custom made - pick a new name for the new company and incorporate from scratch

b)      buy a shelf company - an empty company already incorporated for the sole purpose of being purchased "off the rack" (hence the term)


Name of company

    If you choose to name the new company, the final name is subject to approval by Companies Registry (CR), the government body that governs registration of limited companies in HK.  

    Company name must be unique.  As part of our diligent service, we perform name checks prior to all incorporation to ensure the intended names are not being used by an active company. 

    A local company has usually both English and Chinese names, but it is not a pre-requisite to have both.  However, adding a name in the other omitted language at a later date is treated as an amendment to the existing name and that means additional cost and time. 

    A shelf company is a company that has already been incorporated for this purpose but the company is inactive and has not commenced any business and carries no asset or debt. Please note a shelf company registered on or after 11 July 2008 has one dummy founding member/shareholder, and one nominee director and company secretary appointed to meet the latest registration requirements. All titles are transferred and positions resigned immediately on purchase by the client.



    The minimum number of shareholders allowed is One. Each shareholder bears a minimum of one share, usually at nominal value of HK$1. 

    Minimum authorized capital is 1,000 shares of HK1 each.

    Our fees include registration fee charged by CR for an initial authorized capital of 10,000 shares (of HK$1 each = HK$10,000 total), so you can decide whether to allot or issue just one share or all the shares to your shareholder(s).

    A shareholder can be a person or a corporation, local or overseas.   

    If you require the authorized capital to be increased to or to incorporate with a share capital larger than HK$10,000, there is additional government capital duty on the amount above 10,000 shares.



    The minimum number of directors is also One, and can also be a person or corporation, local or overseas.  

    A shareholder can also be appointed as a director. 

    If an appointee is a person, he or she must be 18 years of age or older by law


Company Secretary

    Company Secretary (CS) is in addition to shareholders and directors.  The duties of a CS include keeping the statutory records up-to-date and calling attendees to general meetings, e.g., AGM, at the instruction of the board of directors.

    Like shareholders and directors, a CS can be a person or a corporation.  A shareholder or director can also act as CS, except for restrictions below. 

re Hong Kong Companies Ordinance, Chapter 32, section 154 

  • Condition 1: the CS must be either a HK resident (with a valid HKID card) of age 18 or older or a locally registered corporation. 
  • Condition 2: if the company has only one director, this person cannot and must not act as CS.
  • Condition 3: if the company (A) has only one director, it cannot have another company (B) acting as its CS whose only director is also the same director in the company (A).  

Note: we usually request client to provide a local resident to act as CS.  In situations where this is not possible, we offer nominee CS service to our clients to consider as alternative, i.e., we can act as the client's CS for an annual fee.


Registered Office Address

    Each company must have a registered office address (RO). 

    The RO does not need to be the same as correspondence, mailing address, or business address.   

  • Condition 1: must be a valid HK address, residential or business/commercial. 

  • Condition 2: no post office box allowed. 

Note: nominee registered address service is also available.


Business Registration

     Business Registration (BR) is not a part of the incorporation, but it is a HKSAR government legal requirement that all businesses operating in Hong Kong must obtain a BR annually and display the certificate at its place of business. 

    Current fee is HK$450 per annum (from 1 August 2009).


Length of registration process

The process takes about 7 days from submitting the signed compliance declaration form and a draft copy of Memorandum and Articles of Association (a.k.a. dummy M&A) to issuing the Certificate of Incorporation by CR that affirms the successful incorporation and registration of the new company.   

It then takes an additional 3 working days to produce the company kit, which includes printed copies of the approved M&A, the Common Seal, share certificates, company chops, statutory book, etc.  At the same time, the BR certificate is also applied and issued.


Other annual costs of a limited corporation

    Annual Return

Each limited company must file a document annually called the Annual Return (AR) that lists its shareholders, directors and other corporate information with CR.   

The first AR is due on the first anniversary of incorporation. 

There is a basic filing fee of HK$105 if filed within the specified period, thereafter the filing fee increases according to the amount of delay in filing. 

As part of our dedicated service, we keep track of these filing dates and their expiry on behalf of clients, and alert the client ahead of the due date.

     Annual audit

Cost of an audit depends on the size of the business and amount of transactions for the year.  We can discuss this at length when we meet with you to sign the incorporation documents.

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