Incorporating a Company in Hong Kong
The Hong Kong Registrar of Companies is responsible for approving new company names and name change applications. In general, clients can choose their preferred company names freely but the new company name must be unique and cannot be too similar to existing company names. There are restrictions of using certain words in a company name, for example “bank” or “trust”. Company names may be in English or in English with Chinese characters and must include the description “limited”.
The use of trading names is permissible but care must be taken to avoid conflict with an existing company or trading name. The trading name should be displayed on company letterhead, promotional material and all other material made available to the public.
The Hong Kong Companies Ordinance stipulates that there must be a minimum of one shareholder in each company. A shareholder need not be a resident in Hong Kong and can be an individual or a corporate body.
The identities of shareholders are public record and can be checked by undertaking a company search.
A common practice in Hong Kong is the use of nominee shareholders in order to maintain complete confidentiality of ownership. The name of the nominee shareholder will appear as a public record. The name of the beneficial owner is not documented as a public record. A simple declaration of trust is executed between the nominee shareholder and the beneficial owner to protect the interest of the beneficial owner. The declaration of trust is stamped and delivered to the beneficial owner together with a blank share transfer document signed by the nominee. The beneficial owner can therefore take control of the company at any time. We offer nominee shareholder service to a range of clients and through consultation can advise and set up an effective nominee structure for most beneficial owners.
An authorised share capital is established upon incorporation. The standard authorised share capital for companies incorporated in Hong Kong is HK$10,000 represented by 10,000 ordinary shares of HK$1.00 each. The authorised share capital can be increased at any time by the passing of an ordinary resolution by the shareholders.
A minimum of one share is required to be issued. Shares can be issued for cash or other consideration. Shares are freely transferable but any transfer will be subject to stamp duty at the rate of 0.2% of the consideration.
Each company registered in Hong Kong is required to have a Memorandum and Articles of Association which govern the operation of the company through the provision of basic rules and procedures. The Hong Kong Companies Ordinance includes a standard Memorandum and Articles of Association. Generally most private companies adopt the standard format. We offer Memorandum and Articles of Association amendment services to cater for the needs of our clients.
The companies’ legislation in Hong Kong requires a private limited company to appoint a minimum of one director but companies other than private companies shall have at least two directors. Directors may be non-residents of Hong Kong and can be either individuals or a corporate body. The identities of directors are again public record.
The duties and responsibilities of directors are laid down in the company’s Memorandum and Articles of Association. The statutory obligations of directors and their potential liabilities are documented in the Companies Ordinance.
It is common practice for nominee directors to be appointed, especially by overseas principals, as directors of private companies. In addition to the obvious efficiency of having directors located in Hong Kong, the use of nominee directors protects the confidentiality of the principal as only the identity of the nominee director is listed as a public record. We offer nominee director service.
Each company must appoint a company secretary who must be resident in Hong Kong. Amongst other duties, the company secretary holds responsibility for ensuring that the company is compliant with the requirements of the Hong Kong Companies Ordinance and must maintain the statutory books and records of the company. A company secretary can be either an individual or a corporate body. A sole director cannot also act as secretary of a company.