Establishing a business in Hong Kong can be a strategic move for entrepreneurs and companies looking to tap into the city's thriving business environment and favorable tax regime.
However, navigating the process of company registration and ongoing maintenance can be a complex endeavor, especially for those unfamiliar with the local regulations. In this comprehensive guide, we'll delve into the essential aspects of opening and maintaining a company in Hong Kong, starting with the basics of company registration.
Part 1: Basics of Hong Kong Company Registration
1. Shareholders and Directors
To incorporate a company in Hong Kong, you need at least one shareholder and one director. The shareholder is considered the owner of the company, while the director is responsible for managing the company's operations. It's worth noting that the same individual can hold both roles if desired.
The minimum requirement is one shareholder, but you can have up to 50 shareholders. The shareholder can be either a natural person (an individual) or a body corporate (another company). For directors, you must have at least one natural person; however, the director does not need to be a Hong Kong resident. This flexibility allows foreign entrepreneurs and companies to establish a presence in Hong Kong without the need for a nominee director.
2. Share Capital
Hong Kong companies are required to have a share capital, which represents the value of the company's shares. The minimum share capital is HK$1 (Hong Kong Dollar), but it's common practice to have 10,000 shares of HK$1 each, totaling HK$10,000. This practice originated from the past when banks like HSBC required an initial deposit of HK$10,000 during the account opening process, making it convenient to match the share capital.
However, you can opt for a higher share capital if desired, such as HK$1 million or even US$1 million. It's crucial to understand that the share capital represents your liability as a shareholder, meaning your liability is limited to the capital you've committed to the company. If you state a share capital of US$1 million, your liability extends up to that amount, even if you haven't initially paid up the full capital.
3. Registered Address
Every Hong Kong company must have a registered address within the territory. This address serves as the official location for receiving all company-related documents, such as correspondence from the Companies Registry and the Inland Revenue Department. It cannot be a P.O. Box.
Working with a reputable firm like ATHENASIA Consulting is recommended for the registered address. By using their address, all official documents can be promptly processed and handled efficiently.
Looking to incorporate you company in Hong Kong? Speak to our team for a free consultation
4. Company Secretary
Hong Kong companies are required to appoint a company secretary, whose role and responsibilities will be covered in Part 3 of this guide series. It's important to note that if the company secretary is a body corporate (another company), it must hold a valid Trust or Company Service Provider (TCSP) license since 2018.
5. Incorporation Process
To incorporate a company in Hong Kong, you'll need to file the NNC1 form (Certificate of Incorporation) and the IB1 form (Business Registration). The government fees for these filings are HK$1,720 and HK$2,150, respectively.
Additionally, you'll need to create a Significant Controllers Register (SCR) to disclose the individuals who directly or indirectly control the company. This register is not public but must be available for official inspections.
Anti-money laundering (AML) and counter-terrorist financing (CTF) regulations require background checks on all shareholders and directors during the incorporation process and annually thereafter.
6. Considerations and Maintenance
While the incorporation process can be completed within one to three days under normal circumstances, random checks by the Companies Registry may cause delays. It's essential to be prepared for these potential checks, especially if there is an influx of incorporations from a particular region.
Once incorporated, maintaining your Hong Kong company is crucial. This includes annual compliance requirements, such as accounting and auditing, tax filings, and company secretarial services. These aspects will be covered in subsequent parts of this guide series.
It's important to note that while having a bank account is not mandatory for operating a company in Hong Kong, it can be challenging to run a business without one. The process of opening a bank account in Hong Kong will be discussed in Part 2 of this series.
If you plan to hire employees in Hong Kong, you'll be required to obtain Employee Compensation Insurance, which is mandatory and relatively inexpensive, especially for service-based businesses.
Conclusion:
Opening a company in Hong Kong is just the beginning of your business journey. It's essential to understand the requirements and ongoing obligations to ensure compliance and avoid any surprises along the way. By working with reputable firms like ATHENASIA Consulting, you can navigate the incorporation process smoothly and receive guidance on maintaining your Hong Kong company throughout its lifecycle.
Remember, this article covers only the basics of Hong Kong company registration. Stay tuned for the subsequent parts of this comprehensive guide, which will delve into banking, company secretarial services, accounting and auditing, corporate tax, offshore tax exemptions, and Hong Kong visa considerations.
