• Hong Kong Private Company

  • GENERAL

    Legal Framework

    The Hong Kong Private Limited Liability Company is governed by the Hong Kong New Companies Ordinance which came into effect on 3 March 2014.

  • SHAREHOLDERS

    Liability of Shareholders

    The liability of the shareholders of a Hong Kong Private Limited Liability Company is limited up to the unpaid amount of the shares they hold.

    Minimum Number of Shareholders

    The minimum number of shareholders of a Hong Kong Private Limited Liability Company is 1 and the maximum is 50.

    Restriction on Nationality/Residency of Shareholders

    There is no restriction on the nationality or residency of the shareholders.

    Corporate Shareholders

    The shareholders of a Hong Kong Private Limited Liability Company can be individuals and/or legal persons. A director can be a shareholder.

    Nominee Shareholders

    The use of nominee shareholders is allowed.

  • DIRECTORS

    Minimum Number of Directors

    A Hong Kong Private Limited Liability Company should have at least 1 director.

    Restriction on Nationality/Residency of Directors

    There is no restriction on the nationality or residency of the directors.

    Corporate Directors

    The directors of a Hong Kong Private Limited Liability Company can be individuals and/or legal persons.

    The new Companies Ordinance requires every private company to have at least one director who is a natural person, to enhance transparency and accountability.

  • SHAREHOLDER MEETINGS

    Shareholder Meetings

    Under the New Companies Ordinance, a company may dispense with the holding of an Annual General Meeting by the unanimous consent of members in respect of a particular financial year or for subsequent financial years. Such dispensation is subject to registration of the relevant resolution with the Companies Registry within a prescribed filing period.

    Single shareholder companies automatically enjoy this dispensation.

    Shareholders' meetings can take place outside Hong Kong.

  • CAPITAL

    Minimum Capital Requirement

    There is no minimum capital requirement for a Hong Kong Private Limited Liability Company.

    Currency of Capital

    The share capital of a Hong Kong Private Limited Liability Company can be denominated in any currency.

    Non-par Value and Bearer Shares

    Shares of Hong Kong companies do not have a par value (under the New Companies Ordinance). All shares issued before the commencement of the New Companies Ordinance (i.e. 03.05.2014) are deemed to have no par value. In addition, the amount in a company's share premium account and any amount outstanding to the credit of the company's capital redemption reserve are deemed to be amalgamated with the company's existing share capital.

    Bearer shares are not permitted.

    Capital Duty

    There is no capital duty on the issuance of shares (capital duty was abolished as of 1 June 2012).

  • REGISTERED OFFICE

    Registered Office

    It is a legal requirement for every company in Hong Kong to have a registered office in Hong Kong.

    Company Secretary / Registered Agent

    Every company in Hong Kong should appoint a company secretary.

    The company secretary can be either an individual or a company.

    If the company secretary is an individual, he/she should be a resident in Hong Kong. If the company secretary is a company it should be a company registered in Hong Kong.

  • FOREIGN INVESTORS

    Restrictions on Foreign Investors

    There are no restrictions on foreign investors investing in a Hong Kong Private Limited Liability Company.

  • FORMATION

    Time Needed for Incorporation

    It usually takes 4 - 7 days to register a company in Hong.

    Shelf companies are also available.

  • CONFIDENTIALITY

    Beneficial Owners

    The details of the beneficial owner are disclosed to the service provider and are not available on public record.

    Registered Shareholders

    The details of registered shareholders are available on public record.

    Directors

    The details of directors are available on public record.

    Financial Statements

    The accounts are not publicly accessible.

  • FILING REGUIREMENTS

    Filing with the Registrar of Companies

    Companies are required to submit an annual return to the Companies Registry 42 days after the company's annual anniversary of incorporation. The company's annual accounts are not filed with the Companies Registry.

    Filing with the Tax Authorities

    Every company needs to file an annual tax return and submit its annual accounts to the Hong Kong Inland Revenue. Tax returns are issued by the Inland Revenue in early April each year and should be submitted within 1 month.

  • RECORDS

    Accounting Records

    A Hong Kong Private Limited Liability Company needs to maintain accounting records for at least 7 years.

    The accounting records can be kept outside Hong Kong and in any currency.

    Financial Statements

    A Hong Kong Private Limited Liability Company needs to prepare annual financial statements. These should be prepared under Hong Kong Financial Reporting Standards, which are in line with the International Financial Reporting Standards (IFRS).

    Under the New Companies Ordinance, small/medium size companies may prepare simplified financial statements:

    1. a small private company which satisfied 2 of the following 3 condition in a financial year qualifies for simplified reporting:
      • total annual revenue less than HK$100 million.
      • total assets less than HK$100 million.
      • average employees less than 100.

    2. an eligible private company which satisfies of the following 3 conditions in a financial year also qualifies for simplified reporting:
      • total revenue less than HK$200 million.
      • total assets less than HK$200 million.
      • has obtained the approval of members holding at least 75% of voting rights and with no objecting members.

    3. a private company which is not a members of a corporate group with all members' written agreement also qualifies for simplified reporting.
  • AUDIT

    Audit Requirement

    The Law requires the annual accounts of a Hong Kong Private Limited Liability Company to be audited (unless the company has become a dormant company).