• Hong Kong Public Company

  • GENERAL

    Legal Framework

    The Hong Kong Public 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 Public 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 Public Limited Liability Company is 50 and the maximum is unlimited.

    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 Public 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 Public Limited Liability Company should have at least 1 director.

    Restriction on Nationality/Residency of Directors

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

    Corporate Directors

    Corporate directors are not allowed.

  • SHAREHOLDER MEETINGS

    Shareholder Meetings

    A Hong Kong Public Limited Liability Company should have its first shareholders' meeting within 18 months from incorporation.

    Thereafter an annual shareholders' meeting should be held no later than 15 months from the previous one.

    Shareholders' meetings can take place outside Hong Kong.

  • CAPITAL

    Minimum Capital Requirement

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

    Currency of Capital

    The share capital of a Hong Kong Public 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.

  • 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 Public 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 but 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 publicly accessible.

  • FILING REGUIREMENTS

    Filing with the Registrar of Companies

    Companies are required to submit an annual return to the Companies Registry. The annual return should be filed within 42 days days of the holding of the annual General Meeting if the financial year of a company begins before the commencement of the New Companies Ordinance (i.e. 3 March 2014). If the financial year begins on or after the commencement of the New Companies Ordinance then the annual return should be filed within 42 days after the company's return date i.e. 9 months after the end of the company's accounting reference period. 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 Public 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 Public Limited Liability Company needs to prepare annual financial statements. These should be prepared under Hong Kong Financial Reporting, which are in line with the International Financial Reporting Standards (IFRS).

    A parent company is not required to prepare consolidated financial statements if and only if:

    1. the parent is itself a wholly-owned subsidiary, or is a partially-owned subsidiary of another entity and its other owners, including those not otherwise entitled to vote, have been informed about, and do not object to, the parent not presenting consolidated financial statements;
    2. the parent's debt or equity instruments are not traded in a public market (a domestic or foreign stock exchange or an over-the-counter market, including local and regional markets);
    3. the parent did not file, nor is in the process of filing, its financial statements with a securities commission or other regulatory organization for the purpose of issuing any class of instruments in a public market; and
    4. the ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards.
  • AUDIT

    Audit Requirement

    The Law requires the annual accounts of a Hong Kong Public Limited Liability Company to be audited.