This pamphlet is prepared for the general information of our clients. It is not a substitute for professional advice which should always be sought. Accordingly, we do not accept any responsibility for any error or omission in this pamphlet. Liability for any loss or damage howsoever caused or sustained, to or by any person as a consequence of reliance on this pamphlet is hereby expressly excluded.
Setting up of Companies
Under the Companies Ordinance (Chapter 32, Laws of Hong Kong), two or more persons (including natural persons and legal persons) associated for any lawful purpose may form an incorporated company, with or without limited liability.
The majority of people engaged in commercial activities prefer using limited companies.
The liability of members of limited companies may be limited by shares or limited by guarantee.
A limited company must have :-
(1) at least one shareholder (if it is a private company, i.e. whose shares and stocks are not quoted on the Stock Exchange, the number of shareholders must not normally exceed 50);
(2) one or more directors;
(3) a secretary.
Qualification for shareholder, director and secretary
Any person (including natural and legal persons) may at the same time be
shareholder, director and also secretary. The secretary if an individual, must ordinarily reside in Hong Kong, and if a
body corporate, must have its registered office or a place of business in
General meeting
The highest authority body of a company is its shareholders' general
meeting, which must be convened at least once a year, and must not be held more
than 18 months since the last meeting. Unless the articles of association of
the Company otherwise require, the meetings need not be held in
Management
The executive body of a company is its board of directors, responsible for the daily running of the company, and to implement decisions made at the shareholders meetings.
The secretary is responsible for the company's administration.
Name and registered office
A company must have a name and registered office. The name must not be
identical or similar to that of another company, or contravene some other
requirements. The registered office must be in
Procedure of formation
To form a limited company, two or more persons subscribe to the memorandum and articles of association, and submit them to the Companies Registry for approval. Applications that meet the minimum legal requirements will usually be approved. All be well, it takes about 1 month for the application to be approved. Upon approval, a certificate of incorporation is issued, and the company may commence business.
Within 1 month of commencement of business, the company must apply to the Business Registration Office of the Inland Revenue Department for business registration, and obtain the business registration certificate. This takes about 10 working days. Before the business registration is completed and the business registration certificate obtained, banks would not normally accept account opening applications.
Capital
There is no upper limit for the authorised capital
of limited companies, but it must not be less than two
Costs
Assuming the authorised capital is HK$10,000.00, the fees for setting up the company (inclusive of capital fee and business registration certificate, etc.) are about HK$12,500.00.
Liability
Subject to certain exceptions, the liability of shareholders is limited to the nominal value of their shareholdings. The liability of the company itself is unlimited.
Ready-made companies
If a client wishes to start business quickly, and cannot spend the time for incorporation, it is possible to acquire ready-made shelf companies which have not commenced business and therefore have no liabilities. The fees are more or less the same as for fresh incorporation. The procedure can be finalized in a few days (but this does not include business registration, which takes about 10 working days).
Tax
Profits arising out of activities in
Visa requirement
Setting up a company does not by itself entitle a person to reside in
Foreigners who wish to come to
The law does not prescribe requirements for the issue of visas. They are dealt with by the discretion of the Immigration Department. The normal factors that will be taken into account are the personal qualification of the applicant, including academic achievements and working experience; if for investment, the amount, the size, nature of the investment, whether it will create job opportunities and other benefits for the community of Hong Kong will be considered; if for employment, the nature of the employer's business, its size, the position and terms and conditions offered, and the reason why the post cannot be filled locally, etc. are relevant.
We shall be pleased to answer whatever question you may have.