1. What are the basic requirements for incorporating a Hong Kong private limited company?
In general, a Hong Kong private company limited by shares requires:
(i) At least one shareholder
(ii) At least one director, with at least one director being a natural person
(iii) A company secretary
(iv) A registered office address in Hong Kong
(v) A company name
(vi) Articles of Association
(vii) Details of the company’s share capital and shareholding structure
Directors and shareholders do not need to be Hong Kong residents. The same person may act as the sole director and sole shareholder, subject to the company-secretary requirements.
(i) At least one shareholder
(ii) At least one director, with at least one director being a natural person
(iii) A company secretary
(iv) A registered office address in Hong Kong
(v) A company name
(vi) Articles of Association
(vii) Details of the company’s share capital and shareholding structure
Directors and shareholders do not need to be Hong Kong residents. The same person may act as the sole director and sole shareholder, subject to the company-secretary requirements.
How DCC Can Help
DCC can guide you through the initial incorporation requirements, help you consider the basic company and shareholding structure, prepare the incorporation documents and coordinate the filing process. We can also provide ongoing company secretarial and registered-office support after incorporation.
DCC can guide you through the initial incorporation requirements, help you consider the basic company and shareholding structure, prepare the incorporation documents and coordinate the filing process. We can also provide ongoing company secretarial and registered-office support after incorporation.
2. Can I set up a Hong Kong company on my own?
Yes. A Hong Kong private company may have one individual acting as both its sole director and sole shareholder. However, the company must still appoint an eligible company secretary. A sole director cannot also act as the company secretary.
How DCC Can Help
DCC can assist entrepreneurs and sole business owners in setting up an appropriate corporate structure and maintaining the company’s statutory records, filing deadlines and ongoing compliance obligations.
DCC can assist entrepreneurs and sole business owners in setting up an appropriate corporate structure and maintaining the company’s statutory records, filing deadlines and ongoing compliance obligations.
3. Can a non-Hong Kong resident incorporate a Hong Kong company?
Yes. Hong Kong law does not generally require a company’s directors or shareholders to be Hong Kong residents. Overseas individuals and companies may incorporate, own or manage a Hong Kong company, provided that the company satisfies the applicable registered-office and company-secretary requirements.
How DCC Can Help
DCC can support overseas clients with the incorporation process, including guidance on the information and identification documents required. We can also provide a Hong Kong registered office, company secretarial support and ongoing corporate-administration services.
DCC can support overseas clients with the incorporation process, including guidance on the information and identification documents required. We can also provide a Hong Kong registered office, company secretarial support and ongoing corporate-administration services.
4. Is there a minimum capital requirement for a Hong Kong company?
There is generally no statutory minimum paid-up capital requirement for a Hong Kong private limited company. The initial share capital and ownership allocation should nevertheless be considered carefully, taking account of the business, investor arrangements, decision-making rights and future funding plans.
How DCC Can Help
DCC can provide practical initial guidance on share capital and shareholding arrangements, and assist with corporate documents for share allotments, share transfers and changes in ownership. For complex investment, tax or legal matters, we can coordinate with the appropriate professional advisers.
DCC can provide practical initial guidance on share capital and shareholding arrangements, and assist with corporate documents for share allotments, share transfers and changes in ownership. For complex investment, tax or legal matters, we can coordinate with the appropriate professional advisers.
5. What are the requirements for a Hong Kong company name?
A company may adopt an English name, a Chinese name, or both. An English company name will normally end with “Limited”, while a Chinese name will normally end with “有限公司”. English and Chinese words cannot be mixed within one company name.
It is advisable to conduct a company-name search before submitting an application. Certain words may be restricted or require prior approval, particularly where they suggest regulated activities or a connection with government bodies.
It is advisable to conduct a company-name search before submitting an application. Certain words may be restricted or require prior approval, particularly where they suggest regulated activities or a connection with government bodies.
How DCC Can Help
DCC can conduct an initial company-name availability search and assist you in considering alternative names where necessary. We can also flag names containing restricted or sensitive words and advise on the next practical steps. The Companies Registry provides name-search and incorporation guidance for local limited companies.
DCC can conduct an initial company-name availability search and assist you in considering alternative names where necessary. We can also flag names containing restricted or sensitive words and advise on the next practical steps. The Companies Registry provides name-search and incorporation guidance for local limited companies.
6. What documents are required to incorporate a company?
For a Hong Kong company limited by shares, the incorporation application generally includes:
(i) Form NNC1, being the Incorporation Form for a Company Limited by Shares
(ii) The company’s Articles of Association
(iii) Business Registration-related information, including Form IRBR1
(iv) Information relating to the directors, shareholders, company secretary, registered office and share capital
Applications may generally be submitted electronically through the Companies Registry’s e-Services Portal or in hard copy.
(i) Form NNC1, being the Incorporation Form for a Company Limited by Shares
(ii) The company’s Articles of Association
(iii) Business Registration-related information, including Form IRBR1
(iv) Information relating to the directors, shareholders, company secretary, registered office and share capital
Applications may generally be submitted electronically through the Companies Registry’s e-Services Portal or in hard copy.
How DCC Can Help
DCC can help collect and review the required information, prepare the incorporation documents and arrange for submission.
DCC can help collect and review the required information, prepare the incorporation documents and arrange for submission.
7. What documents will I receive after incorporation?
Once the company is successfully incorporated, it will generally receive:
(i) A Certificate of Incorporation
(ii) A Business Registration Certificate
The company should also maintain its Articles of Association, statutory registers, directors’ and shareholders’ records, share records, resolutions and other corporate documents.
(i) A Certificate of Incorporation
(ii) A Business Registration Certificate
The company should also maintain its Articles of Association, statutory registers, directors’ and shareholders’ records, share records, resolutions and other corporate documents.
How DCC Can Help
As the company secretary, DCC will establish and maintain your statutory records and corporate document file. We will also assist with future changes, including changes of directors, shareholders, company secretary, registered office, share capital or other registered particulars.
As the company secretary, DCC will establish and maintain your statutory records and corporate document file. We will also assist with future changes, including changes of directors, shareholders, company secretary, registered office, share capital or other registered particulars.
8. What is a registered office address?
Every Hong Kong company must have a registered office address in Hong Kong. This is the company’s official legal address for receiving government correspondence, Companies Registry notices and other formal communications. It does not necessarily need to be the company’s operational business address.
How DCC Can Help
As a TCSP licensee, DCC can provide registered-office services for eligible clients and assist in receiving, forwarding and following up on important statutory correspondence, helping clients keep track of key corporate and compliance matters.
As a TCSP licensee, DCC can provide registered-office services for eligible clients and assist in receiving, forwarding and following up on important statutory correspondence, helping clients keep track of key corporate and compliance matters.
9. What ongoing compliance obligations does a Hong Kong company have?
Incorporation is only the first step. After incorporation, a company must maintain appropriate statutory records, report certain changes in company information, renew its Business Registration Certificate and file its annual return by the relevant deadline. Except for the year of incorporation, a Hong Kong local private company is generally required to file its annual return within 42 days after the anniversary of its incorporation date.
Applicable Hong Kong companies, other than listed companies, are also generally required to identify their significant controllers, maintain a Significant Controllers Register and appoint a designated representative.
Applicable Hong Kong companies, other than listed companies, are also generally required to identify their significant controllers, maintain a Significant Controllers Register and appoint a designated representative.
How DCC Can Help
DCC can provide ongoing company secretarial support, maintain a compliance calendar, issue reminders for key deadlines, prepare annual returns and statutory filings, and help maintain corporate records and the Significant Controllers Register. This helps clients stay organised and reduce the risk of missed filing deadlines.
DCC can provide ongoing company secretarial support, maintain a compliance calendar, issue reminders for key deadlines, prepare annual returns and statutory filings, and help maintain corporate records and the Significant Controllers Register. This helps clients stay organised and reduce the risk of missed filing deadlines.
10. Does my company need to prepare accounts, be audited and file tax returns?
Hong Kong companies are generally expected to keep proper accounting and business records and deal with their audit and profits-tax obligations according to their actual circumstances. Unless formally declared dormant, A company should not assume that it has no accounting, audit or tax obligations simply because it has not started trading, has limited transactions or has not yet generated income.
The appropriate treatment will depend on factors such as the company’s activities, transaction flows, source of income, locations of customers and suppliers, and group structure.
The appropriate treatment will depend on factors such as the company’s activities, transaction flows, source of income, locations of customers and suppliers, and group structure.
How DCC Can Help
DCC can assist clients in considering whether formal dormant status is appropriate, preparing the relevant corporate resolution and coordinating the required Companies Registry filing. We can also support clients with ongoing company secretarial matters, accounting-record organisation, arrangement of audit and tax related service and communication with tax authority.
DCC can assist clients in considering whether formal dormant status is appropriate, preparing the relevant corporate resolution and coordinating the required Companies Registry filing. We can also support clients with ongoing company secretarial matters, accounting-record organisation, arrangement of audit and tax related service and communication with tax authority.
11. What are the duties of a director of a Hong Kong company?
A director must act honestly and in good faith for the benefit of the company as a whole. Directors should use their powers properly, exercise independent judgement and apply reasonable care, skill and diligence in making decisions.
Directors should also avoid conflicts of interest, disclose relevant interests in company transactions, maintain confidentiality where appropriate, and take reasonable steps to ensure that proper accounting records, statutory records and regulatory filings are maintained.
Directors should also avoid conflicts of interest, disclose relevant interests in company transactions, maintain confidentiality where appropriate, and take reasonable steps to ensure that proper accounting records, statutory records and regulatory filings are maintained.
How DCC Can Help
DCC supports directors with company secretarial administration, statutory records, board and shareholder documentation, filing reminders and general compliance coordination. For matters requiring legal, tax or other specialist advice, we can assist in coordinating with appropriately qualified professional advisers.
DCC supports directors with company secretarial administration, statutory records, board and shareholder documentation, filing reminders and general compliance coordination. For matters requiring legal, tax or other specialist advice, we can assist in coordinating with appropriately qualified professional advisers.