We offer a fast and cost effective solution if you are considering incorporating a company in Hong Kong

Our Hong Kong company formation service includes

A check on the availability of the chosen company name at the Companies Registry

Preparation of the company incorporation documents for the incorporation of a Hong Kong company and submission to the Companies Registry

Provision of Certificate of Incorporation and 20 copies of the Memorandum and Articles of Association

Provision of company kit including Share Certificates, Minute Book, Register of Shareholders and Directors, Company Seal and Company Chop

Payment of government incorporation fee and first years business registration fee

The process

We will review your completed incorporation form (please download from the Fees & Forms section of our website), conduct a name search at the Companies Registry, clarify any outstanding issues and quote a fee based on the services required.

Upon receipt of payment we will prepare the company incorporation documents and email to you for your signature or the documents can be signed at our office if you are in Hong Kong.

We will submit the original signed company incorporation documents to the Companies Registry and pay the government incorporation fee and business registration fee.

After approximately 5 to 7 working days the Companies Registry will issue the Certificate of Incorporation. The Company is now in existence and can conduct business including opening a bank account (we can assist with this process if required).

Upon receipt of the Certificate of Incorporation we will attend to the production of the company kit including share certificates, company seal and company chop.

Some points to consider when incorporating a company in Hong Kong

Company Names

The Companies Registry approves all new company names and name change applications in Hong Kong. To be approved, a company name must be unique and deemed not to be in conflict to other companies. Restrictions apply to the use of 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 trading names must also be registered at the Business Registration Office. The trading name should be displayed on company letterhead, promotional material and all other material made available to the public.

Memorandum and Articles of Association

Each company registered in Hong Kong is required by law to have a Memorandum and Articles of Association which govern the administration and operation of the company through the provision of basic rules and procedures. The Hong Kong Companies Ordinance provides a standard Memorandum and Articles of Association and generally most private companies will adopt the standard but we can advise upon amendment to ensure maximum flexibility in the day to day operation of the company.

Share Capital

An authorized share capital is established upon incorporation. The standard authorized share capital for private limited companies incorporated in Hong Kong is HK$ 10,000 represented by 10,000 ordinary shares of HK$ 1.00 each. The authorized 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 0.1% of the consideration.

Shareholders

The Hong Kong Companies Ordinance stipulates there must be a minimum of one shareholder in each company. A shareholder need not be resident in Hong Kong and can be an individual or a corporate body.

We would recommend the drafting of a shareholders agreement where there is more than one shareholder. A shareholders agreement typically covers matters such as procedures in the event of a dispute, the requirement to offer shares to the existing shareholders in the event of a disposal of shares, dividend policy etc.

The identities (names, passport numbers and residential addresses) of shareholders are public record and can be determined 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 and the name of the beneficial owner is not visible 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 at the Hong Kong stamp duty office and provided to the beneficial owner as proof of ownership. We provide a nominee shareholder service to a range of clients and through consultation can advise and set up an effective nominee structure for most beneficial owners.

Directors

The Hong Kong Companies Ordinance requires a private limited company to appoint a minimum of one director. Directors may be non-residents of Hong Kong and can be either individuals or a corporate body.

Where a private company has only one shareholder and that shareholder is the sole director of the company, the company may in general meeting, notwithstanding anything in its articles, nominate a person (other than a body corporate) who has attained the age of 18 years as a reserve director of the company to act in the place of the sole director in the event of his death.

The identities (names, passport numbers and residential addresses) of directors are public record and can be determined by undertaking a company search. 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 also protects the confidentiality of the principal as only the identity of the nominee director is listed as a public record. We can provide corporate directors who will act upon the lawful instruction of the principal whilst ensuring all local obligations are satisfied.

Secretary

The Hong Kong Companies Ordinance requires a private limited company to 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.

All of our incorporation packages include the provision of a company secretary ensuring full compliance with the local statutory requirements in Hong Kong.

Registered Office

The Hong Kong Companies Ordinance requires a private limited company to have a registered address in Hong Kong. The registered address must be advised to the Companies Registry for the purpose of serving statutory notices. It is normal practice for the statutory books to be kept at the registered address.

All of our incorporation packages include the provision of a registered office address and include the safekeeping of the company's statutory records.

Operating address or Branch Office address

Often clients do not operate a dedicated office in Hong Kong but need more than just a registered address. We can provide clients with the ability to retain a presence in Hong Kong without the need to open a physical office. The service can be tailored to the clients need and can range from the straightforward provision of a correspondence address and forwarding of mail to dedicated telephone lines, faxes, message taking services, use of office space and provision of staff on a temporary basis. Further details can be found on the Virtual Office section of our website.

In cases where a company operates from a Hong Kong address that is not its registered office address then the company must make a simple disclosure to advise the Hong Kong authorities of its operating or branch office address. We can make this disclosure on behalf of our clients as instructed.

We can also incorporate companies in a number of offshore jurisdictions and would be pleased to provide further information upon request.