Since the private limited liability company is the most common form of structure, we will specifically discuss the incorporation and maintenance requirements for this type of structure.
Structure
• It is necessary to appoint at least 01 shareholder, whether an individual or a legal entity, limited to 50 shareholders;
• It is necessary to appoint at least 01 director, who may be represented by the same person as the shareholder, if the latter is an individual;
• The director(s) and shareholder(s) do not need to be Hong Kong residents.
It is important to note that this information is public in Hong Kong, available for consultation by the general public, by requesting consultation with the government.
Company name
• It is necessary to choose a name for the company, with its suffix as “Limited”. It is not necessary for the name to include “Trading Co” or any reference to the company's business;
• In the case of a subsidiary, it is not necessary for the Hong Kong company to have the same name as its overseas parent company;
• Before applying for registration, it is necessary to check whether an identical or similar name has been registered, which would make it impossible to incorporate the company;
• Names that are considered offensive or inappropriate are not permitted.
Share Capital
• The minimum registered capital for registering a company limited by shares in Hong Kong is HKD 1.00. The registered capital can be increased after the company is incorporated, but the change may be subject to additional costs and stamp duty.
Address
• The company must provide a Hong Kong address for its registration.
Corporate Secretary
• The company must appoint and retain a corporate secretary, who must be a Hong Kong resident.
Significant Controller Register (SCR)
• A Hong Kong company must keep a register of its significant controllers;
• A designated representative must be appointed to keep the company’s SCR register up to date.
Annual Renewal
• The company must renew its business registration annually and submit an annual statement of its members to the Hong Kong government.
Accounting, auditing and tax declaration
• Hong Kong companies must keep accurate accounting records of all their transactions, and close their accounts annually;
• The first closing of accounts can take place within a period of up to 18 months after the company is opened, and the others must take place annually;
• The company must audit its accounting records annually. To carry out the audit of the company, an auditor must be appointed who is a member of the Hong Kong Society of Accountants and holds a certificate of practice;
• After the accounting and auditing is completed, the company must file its annual income tax return;
• The company must keep records and documents on its income and expenses for at least 10 years, in an organized and accessible manner.
If you want to learn more about this topic, you can click here to check out an article we wrote about accounting in Hong Kong.
In addition to carrying out all the necessary processes in Hong Kong for the company's opening, Brasia assists with the services of hosting your company (address), corporate secretary, significant controller registration, annual renewal of registrations, accounting, auditing, calculation and annual declaration of the company's income tax and all the services necessary for the maintenance of the company.
For more information about opening a company in Hong Kong, please contact us at info@brasia.hk or via Whatsapp at +852 95435660.
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