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Hong Kong company registration

Based on the Hong Kong Companies Ordinance (Chapter 622),Provide you with rigorous、Compliant Private Limited Company Formation Services。Hong Kong Xintong's senior legal team helps you avoid registration blind spots,Properly Handle SCR Retention、Legal Secretary Appointment and Tax Audit Compliance,Build a robust global business structure。

Minatoshintsu Aaron
Review and write:Minatoshintsu Aaron 💼 Served:international investment bank、Licensed securities trading company、asset management company 🎯 good at:Engaged in cross-border financial and corporate compliance consulting for 16 years,Focus on Hong Kong/overseas financial license application、Offshore company registration

Advantages of Hong Kong company registration

High degree of freedom in foreign exchange receipts and payments

Hong Kong has no exchange controls,Allow companies to hold freely、Receipt, pay and exchange funds in any currency。Cross-border capital inflows and outflows do not require declaration and approval,Profits and dividends are free、Distributed directly to overseas or mainland shareholders,No withholding tax restrictions。

Very competitive low tax rate

Hong Kong’s tax system is minimalist,No value added tax (VAT)、business tax、consumption tax、Capital gains tax and dividend tax。Corporate profits tax adopts a two-tier system:The first HK$2 million of taxable profits is subject to only 8.25%,The excess amount is charged at 16.5%。

Legal offshore exemption mechanism

Hong Kong adopts the geographical source principle for taxation。If the enterprise’s profits are generated entirely outside Hong Kong,You can apply for "offshore exemption" from the Hong Kong Inland Revenue Department,Exemption from Hong Kong Profits Tax upon approval,Provides great room for tax optimization。

International common law system

Hong Kong implements a common law system that is in line with international standards,law、Highly transparent tax and financial regulatory framework。This system can easily gain the trust of global multinational groups and financiers,It is extremely beneficial for Chinese-funded enterprises to conduct bidding and financing overseas.。

Venue and personnel conditions for Hong Kong company registration

Director configuration requirements

Private companies must appoint at least one natural person who is over 18 years old as a director,Statelessness and residence restrictions。If the company is a member of a group that includes listed companies,It is strictly prohibited to appoint a corporate body as a director。

Shareholder allocation requirements

At least 1 shareholder is required,Maximum of 50 persons (excluding employees)。Shareholders can be natural persons or corporate bodies,No nationality restrictions,Allow 100% foreign ownership。Directors and shareholders can be the same person。

Legal Company Secretary

A Hong Kong company secretary must be appointed。The natural person must be a permanent resident of Hong Kong;The corporate body must have a registered office in Hong Kong。If a third party is entrusted,The institution must hold a "Trust or Company Service Provider (TCSP) License"。

Physical registered address

Must have a real physical address as a registered office in Hong Kong,Used to receive official government letters and store legal documents。"Care of" addresses and P.O. boxes will never be accepted.. Box)。

SCR designated representative

Companies must keep a Significant Controllers Register (SCR),and designate at least one representative in Hong Kong (must be a natural person residing in Hong Kong)、or Hong Kong legal/accounting professionals、or licensed TCSP agency) to assist law enforcement officers in accessing。

Compliance warnings for Hong Kong company registration

Compliance red line:The only natural person director must not concurrently serve as the legal secretary of the company;Without special government approval,Company names are strictly prohibited from containing "Bank"、Regulated sensitive words such as “Trust”;A register of significant controllers must be maintained(SCR)and updated within 7 days of changes,Violators face fines of up to HK$25,000 and imprisonment.。

Capital requirements for Hong Kong company registration

No minimum paid-in capital

Hong Kong’s Companies Ordinance has no mandatory minimum or maximum amount of registered capital.。Hong Kong implements "Non-paid-up Capital",Registered capital does not need to be paid in,No need to actually put money into the bank when setting up。

No face value system and conventional settings

Since 2014,Hong Kong companies implement a no-par value system。The default and most common standard setting is HKD 10,000 (divided into 10,000 shares,Par value HK$1 per share),When a company issues shares, it only needs to declare the total amount of capital subscribed by the founding members.。

Application process for Hong Kong company registration

1
Step 1:Company name search and reservation

Check whether the proposed Chinese and English name is the same as the existing company name through the "Online Search Center" on the official website of the Hong Kong Companies Registry,Make sure the name is not registered and does not contain illegal sensitive words。

2
Step 2:Prepare and submit statutory documents

Submit an incorporation form (NNC1) to the Companies Registry、Articles of Association and Notice to the Business Registration Office (IRBR1)。Can be submitted through the "e-Registry" electronic platform or on paper。

3
Step 3:The government approves and issues certificates

Electronic registration can be approved within 1 hour to 1 working day at the fastest;Paper application usually takes 4 working days。After approval, the "Company Registration Certificate" (CI) and "Business Registration Certificate" (BR) will be issued simultaneously.。

4
Step 4:Preparation of legal records and seals

After getting the certificate,Production company's daily medallion、Signature seal、Stamp,and prepare statutory meeting minutes、Register of Directors/Shareholders etc. (collectively referred to as the “Green Box”),Stored at registered address。

5
Step 5:Bank account opening and due diligence

With a complete set of company registration documents、business plan、Proof of identity and address of directors and shareholders,Apply to a local bank or virtual bank in Hong Kong to open a business account,Cooperate with strict KYC/AML review。

Information required for Hong Kong company registration

core statutory forms

Completed incorporation form (NNC1 form)、Text of Articles of Association,and notification to the Business Registration Office (IRBR1 form)。

Identity documents

All proposed directors、Scanned copies of valid identity certificates of shareholders and ultimate beneficial owners (UBOs)。If you are a non-Hong Kong resident,It is recommended to provide a copy of your passport;If you are a Hong Kong resident,Provide Hong Kong ID card。

Proof of address document

Documents proving personal addresses of directors and shareholders within the past 3 months,Such as water, electricity and gas bills、bank statement、Credit card bills, etc.,Name and full residential address must be shown。

Hong Kong company registration fee details

The cost of registering a Hong Kong company consists of government statutory fees and Hong Kong Information Communications professional service fees。The following is a reference for the estimated first-year expenses of a standard private limited company.:

Charge items Fee details and instructions
Government statutory fees (mandatory) Company registration application fee:Electronic registration HKD 1,280 / Paper submission HKD 1,720。
Business Registration Fee (BR):Floating according to the government’s current exemption policy,1The tenor is usually HKD 250 – 2,250。
Hong Kong Xintong one-stop agency service Including preparation and submission of company registration materials (HKD 2,000 – 5,000)、Provide a compliant legal registered address (HKD 1,000 – 2,000/Year)、Serve as legal company secretary and SCR maintenance (HKD 1,500 – 3,000/Year)、Make legal green box and seal (HKD 300 – 800)。
Comprehensive forecast The basic total cost in the first year (including government charges and basic agency fees of Hong Kong Information Communications) is usually HKD 5,000 to HKD 12,000 about。If you need high-end bank account opening guidance,The budget will increase accordingly。

Taxation and annual review of Hong Kong company registration

Annual Return (NAR1)

Private companies must be registered within 42 days of the anniversary of their incorporation each year,Delivery of Annual Return (NAR1) to Companies House。Late delivery will result in punitive charges of up to HKD 3,480 and criminal prosecution.。

Business Registration Certificate (BR) Renewal

The business registration certificate is usually valid for 1 or 3 years,Before expiration, fees must be paid to the tax bureau on time to renew the license.,And display the new certificate in a conspicuous place at the business address。

Statutory Audit and Tax Return

Regardless of whether there is actual operation or profit,An audit report must be issued by a Hong Kong licensed certified public accountant (CPA) every year。Even if there is no operation,You must also issue a "zero activity audit report" and submit your profits tax return as scheduled.。

Notification of changes to statutory information

Company’s registered address、director、Legal information such as secretary is subject to change,Specified forms (such as NR1、ND2A) Notification to the Registrar of Companies,Maximum fine for default is HKD 50,000。

Frequently Asked Questions about Hong Kong Company Registration(FAQ)

The most commonly used and appropriate legal entity for most foreign investors and multinational enterprises is Private Company Limited by Shares.。According to the Companies Ordinance,Such entities restrict members’ rights to transfer shares,Limit the number of members to 50,and it is absolutely prohibited to issue invitations to the public to subscribe for its shares。The legal liability of shareholders is limited only to the unpaid amount of their shares.。

Hong Kong’s Companies Ordinance has implemented a no-par value system since 2014,And there is no legally required minimum or maximum registered capital amount.。Hong Kong adopts a “subscription system”,No actual capital verification is required when the company is established.。The standard default initial subscribed capital is always HK$10,000。

According to the Companies Ordinance,Private companies must appoint at least one natural person who is over 18 years old as a director,No restriction on nationality、place of residence。At least 1 shareholder (maximum 50),Can be a natural person or a legal entity,Allow 100% foreign ownership。Directors and shareholders can be the same person,However, the sole natural person director must not concurrently serve as the legal secretary of the company.。

Every Hong Kong limited company must set up a physical registered address in Hong Kong and appoint a company secretary。The registered address must be the physical address of the entity,Absolutely no Post Office Boxes (P.O.. Box)。If a third-party organization such as Hong Kong Information Technology is entrusted to act as secretary,,The institution must hold a legal "Trust or Company Service Provider (TCSP) License"。

The Hong Kong SAR Government implements a “one-stop” company registration and business registration approval process。If the registration application is submitted online through the electronic platform,Usually it can be approved within 1 hour to 1 working day at the fastest,And simultaneously generate electronic versions of the "Company Registration Certificate" (CI) and "Business Registration Certificate" (BR)。Offline submission of paper forms usually takes 4 working days。

Never use without permission。According to section 100 of the Companies Ordinance,Unless specific prior written approval is obtained from the relevant government regulatory authorities,It is strictly prohibited to use "Bank" in the company's Chinese and English names.、"Trust"、"Insurance" and other restricted words。English must end with "Limited",Chinese must end with "Limited Company"。

All companies established in Hong Kong must compulsorily keep a "Significant Controllers Register" (SCR)。The company must identify those who hold more than 25% of the company's shares or have significant control over the company in accordance with the law,Enter its information into SCR,and assign at least one qualified representative to assist in legal verification。Forging or failing to provide SCR information as required,Facing a maximum fine of HK$25,000 and six months' imprisonment。

Private companies must be within 42 days of the anniversary of incorporation,Submit Annual Return (Form NAR1) to the Registrar of Companies to update company structure information。At the same time, fees must be paid to the tax bureau on time to renew the "Business Registration Certificate" (BR)。Ignoring the annual review deadline will incur a progressive fine of up to HK$3,480,Continued non-compliance will result in forced removal and criminal liability as a director.。

"A company can be exempted from accounting audits before it is actually in operation" is a serious tax compliance blind spot。In accordance with the Inland Revenue Ordinance and the Companies Ordinance,All Hong Kong companies, whether profitable or not、Is there any capital flow?,A statutory audit report must be issued by a Hong Kong licensed accountant every year.。Even if there is zero income,It is also necessary to issue a "zero activity audit report" and submit a profits tax return in accordance with the law.。

Company’s registered address、director、If there are any changes to the company secretary and other legal information,Specified forms (such as NR1 form for change of address) must be submitted within 15 days of the change.、Change of Person’s ND2A Form) Notification to the Registrar of Companies。The maximum fine for default is HKD 50,000 and the daily fine is HKD 1,000。

If business is suspended,You can apply to the Companies Registry to become a "dormant company",Exemption from some annual review obligations,However, accounting transactions are prohibited。If you quit permanently,Upon settlement of all liabilities and no pending litigation,You can apply for deregistration (Deregistration) or initiate member voluntary liquidation procedures in accordance with the law.,Safe termination of subject qualifications。

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Hong Kong and Chinese team · Senior financial compliance experts