COMPANY INCORPORATION FAQ

FAQ

1. May non-Hong Kong residents incorporate a local limited company in Hong Kong?

Yes. Non-Hong Kong residents may incorporate a local limited company in Hong Kong.

2. Is there any requirement on the amount of nominal share capital and the number of founder members of a local company limited by shares?

The Companies Ordinance has not prescribed any requirement for a minimum amount of nominal share capital. A local company limited by shares shall be formed by at least one founder member taking at least one share of the company.

3. Is there any requirement on the minimum amount of paid-up capital upon application for incorporation or commencement of business?

There is no requirement on the minimum amount of a company's paid-up capital under the Companies Ordinance.

4. Can the registered office of a local limited company be situated outside Hong Kong?

No. The registered office must be situated in Hong Kong.

5. Can a sole director of the company act as the secretary too?

No. Section 154(1B) of the Companies Ordinance expressly prohibits the sole director from acting as the secretary. Besides, section 154(4) of the Companies Ordinance provides that a private company cannot appoint a corporate secretary if the sole director of the corporate secretary is also the sole director of the company.

6. How to maintain a Hong Kong Limited Company? Should I file any documents to the government?

A local private company having a share capital should file its annual return once in every calendar year (except in the year of its incorporation) within 42 days after the anniversary of its date of incorporation. For other local companies, the annual return should be filed within 42 days after the date of the annual general meeting (AGM) or within 42 days after the date of the written resolution passed in lieu of the AGM together with a certified copy of the audited accounts laid at the AGM. A non-Hong Kong company should file its annual return within 42 days after each anniversary of the date of registration of the company under Part XI of the Companies Ordinance.

7. What are the consequences of late filing of an annual return?

Local companies having a share capital and non-Hong Kong companies have to pay higher registration fees for filing annual returns late. Please note the registration fee payable for the late delivery of an annual return. In addition, companies which fail to file annual returns or file annual returns late are liable to prosecution and, if convicted, pay the fines imposed by the court.

8. Have I done my job if I file an annual return for my company on time every year?

In addition to the filing of annual returns, registered companies are required to file other statutory documents with the Registrar of Companies for registration in accordance with the various provisions of the Companies Ordinance. Companies and their directors, secretaries or managers must ensure strict compliance with the Companies Ordinance in the submission of statutory returns to the Companies Registry.

9. What are the new requirements of the Companies Ordinance 2018?

Under the Company Ordinance i.e. "the Amendment Ordinance", all companies incorporated in Hong Kong are required to:

  • Identify and ascertain a person / persons who has / have significant control over the company.

  • Maintain a significant controllers register to be accessible by law enforcement officers upon demand.


The exception is the listed companies.

10. Is a registered non-Hong Kong company under the Companies Ordinance required to keep a significant controllers register in Hong Kong?

When a company is a registered non-Hong Kong company under part 16 of the Companies Ordinance (Cap. 622), it is not required to keep a significant controllers register in Hong Kong. Only a local company formed and registered under the Companies Ordinance or a former Companies Ordinance is required to keep a significant controllers register.

11. Is it necessary to deliver the significant controllers register to the Companies Registry for registration?

No. It is not required to deliver the significant controllers register to this Registry for registration. But the register must be kept at the company's registered office address or a location in Hong Kong.

12. Who or what entity qualifies to be a significant controller?

Under the following cases:

  • A registrable person who is a natural person that has significant control over the company may qualify.

  • A registrable legal entity e.g. a company, which is a shareholder of the company that has significant control over the company may qualify.


13. What makes a person have significant control over a company?

When one or more of the conditions are met:

  • The person holds, directly or indirectly, more than 25% of the issued shares in the company or, if the company does not have a share capital, the person holds, directly or indirectly, a right to share in more than 25% of the capital or profits of the company.

  • The person holds, directly or indirectly, more than 25% of the voting rights of the company.

  • The person holds, directly or indirectly, the right to appoint or remove a majority of the board of directors of the company.

  • The person has the right to exercise, or actually exercises, significant influence or control over the company.

  • The person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust or a firm that is not a legal person, but whose trustees or members satisfy any of the first four conditions in relation to the company.


14. What are the contents of significant controllers register?

For a significant controller, the particulars required are:

  • Name

  • For a registrable person, correspondence address, identity card number (if the person does not have an identity card, the number and issuing country of the passport); For a registrable legal entity (e.g. a company), legal form, registration number, place of incorporation (governing law) and address of registered office

  • Date of becoming a significant controller

  • Nature of control over the company


15. Is it necessary for a company to keep a significant controllers register if it has no significant controller?

Yes. If the company knows that it has no significant controller, it must state this fact in the significant controllers register.

16. What is a designated representative?

A company must designate at least one person as its representative to provide assistance relating to the company’s significant controllers register to a law enforcement officer.

17. Who may be a designated representative?

A company’s designated representative must be either a shareholder, director or an employee of the company who is a natural person resident in Hong Kong or, alternatively, an accounting professional, a legal professional or a person licensed to carry on a business as trust or company service provider.

18. Can a significant controller of a company be appointed as the designated representative of the company?

Yes, a significant controller can be appointed as the designated representative of a company. The two can be the same person if that person can satisfy any of the following requirements below:

  • He/she is a director, employee or member of the company who is a natural person resident in Hong Kong.

  • He/she is an accounting professional, a legal professional or a TCSP licensee (i.e. a person licensed to carry on a trust or company service business in Hong Kong).


19. Where should a company keep its significant controllers register?

The significant controllers register can be kept at the registered office of the company or any other place in Hong Kong.

20. What are the objectives for introducing the Companies (Amendment) (No. 2) Ordinance 2018 ("the Amendment Ordinance")?

The new Companies Ordinance (“new CO”) was enacted in July 2012 and commenced operation in March 2014. Based on the operational experience and the feedback from various stakeholders, the Amendment Ordinance introduces new provisions to incorporate new developments, and amends some provisions to improve the clarity and operation of the new CO and further facilitate business in Hong Kong. Major amendments include updating relevant accounting-related provisions, expanding the types of companies eligible for the reporting exemption, and providing for miscellaneous matters in relation to various administrative, procedural and technical requirements regulating local companies and non-Hong Kong companies. These amendments can reduce compliance costs of companies and better address the needs of small and medium-sized enterprises.

21. When has the Amendment Ordinance come into operation?

The Amendment Ordinance has come into operation on 1 February 2019 except for two provisions which will commence later. The two provisions repeal section 792 and item 7 of Schedule 7 of the new CO that relate to the disclosure requirements of non-Hong Kong companies and the related offence.