Foreign company registration options in Hong Kong.

This guide provides an overview of each foreign-owned entity’s requirements and registration steps.

Hong Kong is considered one of the top financial hubs for many investors because of its many business-related advantages. This has attracted an increasing number of foreigners to establish new businesses and expand their existing foreign businesses to Hong Kong.

Private limited company

A private limited company is the most common entity in Hong Kong for small to medium-sized companies. There are no restrictions on owning a private limited company for foreigners. They can be the directors or shareholders of the company.

A company is a private company if it contains in its articles of association the following restrictions:

1. The right of its members to transfer the company’s shares is restricted
2. The number of its members is limited to 50
3. Any invitation to the public to subscribe for any shares or debentures of the company is prohibited. The company is required to have directors and a company secretary. However, there is no restriction on the residence or nationality of the directors.

The minimum paid-up capital is USD 1.00 in any currency, and the process for setting up a private limited company is rather straightforward. The company has its own legal identity from its members and the liability of the members to contribute to debts of the company is limited to the amount they agreed to provide as the company’s capital.

Requirements for a private limited company

The requirements for setting up the private limited company include:

• Company name

• • Can be in either English, Chinese or both
  • Combining English and Chinese characters is prohibited
  • Must not be a name that is already used or violates the Company Ordinance or infringes trademarks
  • Limited or 有限公司 must be the last word in the company name of a limited company
  • Limited may be removed once the Companies Registry approves the name

• A company secretary
  • Must have at least one company secretary
  • Can be either an individual or a company
  • The company secretary must reside in Hong Kong if an individual
  • The company secretary must have a registered office in Hong Kong if a body corporate
  • Company secretary nominee can be appointed

• At least one shareholder

• • Must have at least one shareholder
  • Can only have a maximum of 50 shareholders
  • Must be at least 18 years old
  • Shareholders can be either an individual or body corporate
  • There is no restriction on nationality for individual or corporate shareholders
  • Resident shareholders can be appointed

• At least one director

• • Must have a minimum of one director
  • Must be at least 18 years old
  • Directors can be either an individual or a body corporate
  • If the director is an individual, there is no restriction on nationality
  • If the director is a body corporate, the corporate can be incorporated anywhere
  • Resident directors can be appointed

• Registered address

• • The local Hong Kong address must be provided to the Companies Registry
  • Must be a physical address
  • Can be a commercial, industrial or residential address
  • Must be able to be reached by local postal services as annual returns and tax returns will be sent by postal services

• Minimum capital

• • No minimum share capital required
  • No limit on the maximum amount of share capital
  • Share capital can be in currencies other than Hong Kong Dollars

Documents required to set up a private limited company

The following documents will be needed to register a private limited company:

• A copy of the articles of association
• A duly completed incorporation form including:
  • Brief description of business activities
  • Company name
  • Details of directors, shareholders and company secretary
  • Liability of members
  • Number of shares each shareholder is holding
  • Registered address
  • Share capital registered
• Non-resident directors and shareholders:
  • Copy of passport; and
  • Overseas residential address proof.
• Resident directors and shareholders:
  • Copy of Hong Kong ID card; and
  • Residential address proof.
• Corporate shareholders and directors:
  • A copy of the parent company registration documents (Certificate of Incorporation and articles of association)

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Branch office

A branch office is an extension of the foreign parent company. The parent company is responsible for the debts and liabilities of the branch in Hong Kong since a branch office is not a separate legal entity. The branch must pay the same taxes as a company incorporated in Hong Kong and cannot benefit from any of the Double Tax Treaties. To set up a branch office in Hong Kong, you must register as a non-Hong Kong company with the Companies Registry under Part 16 of Companies Ordinance.

Requirements for a branch office

Basic requirements for setting up a branch office are the following:

• Name
  • The branch name must match the foreign parent company
• Officers
  • There must be at least one Hong Kong resident acting as the authorised representative who can be an individual or corporate
• Registered office
  • The branch office must have a principle place of business in Hong Kong
• Constitution and activities
  • There is no Memorandum and Articles of Association as activities are directed by the foreign parent company
• Minimal capital
  • No minimum capital to set up a branch office in Hong Kong

Documents required to set up a branch office

• The documents required include:
  • Local registered address
  • Local representative details
  • Details of the directors and company secretary of the parent company
  • Certified copy of:
    • The parent company’s Memorandum and Articles of Association
    • The parent company’s Certificate of Registration
    • The latest accounts of the foreign parent company
  • Identification documents of the local representative
  • If the documents are not in English or Chinese, certified translation is required.

Registration steps

• A branch office must apply for registration with the Companies Registry
• Once approved, the Companies Registry will issue a Certificate of Registration of Non-Hong Kong Company and the Business Registration Certificate, and the presenter will be notified once the documents are ready to be collected.

Post-registration requirements and compliance

• Open a corporate bank account (optional)
• Apply for business licenses or permits (if required)

Representative office

A representative office does not have an independent legal standing in Hong Kong. This entity is suitable for foreign companies who want to expand their market and gain an understanding of the Hong Kong business environment. A representative office cannot engage in any business activities that will or will not generate profit. Therefore, the parent company must be responsible for the debts and liabilities. The office must register with the Inland Revenue Department and have a Business Registration Certificate under the Business Registration Ordinance, but there is no need to register with the Companies Registry. The representative office cannot sign or enter any contracts, sign deals or undertake any trading activities. The office is restricted to the promotion of the parent company’s activities, liaise with clients and conduct market research.

Requirements for a representative office

• Company name
  • The name must be the same as the parent company.
• Share capital
  • No registered capital is required

Documents required to set up a representative office

A representative office does not need to register with the Companies Registry. However, it must register for a Business Registration Certificate with the IRD within one month of the initiation. The documents needed when registering with the IRD include:

• Complete application form
• Identity proof of the representative office’s chief officer in Hong Kong
• Copy of registration document (Certificate/Article of Incorporation) from the country of origin (translation is required if not in English or Chinese)

Once the office has received a Business Registration Certificate, you must then open a corporate bank account with any of the banks you choose from in Hong Kong.

Subsidiary

A subsidiary is a separate legal entity from its parent company and is a private limited company in Hong Kong. A subsidiary is liable for its debts and liabilities. 100% foreign ownership is permitted in Hong Kong. The company provides limited liability and is eligible for several tax advantages.

Requirements for a subsidiary

When registering for a subsidiary office in Hong Kong, the basic requirements you must follow include:

• Company name
  • The name should be approved by the Companies Registry and comply with the company name guidelines.
• Directors
  • Must have at least one individual director
  • Can be a resident or non-resident
  • Above 18 years old
  • Must not be bankrupt
• Shareholders
  • Must have a minimum of one and maximum of 50 shareholders (for a private company)
  • Can be a person or corporate
  • Can be a resident or non-resident
  • Above 18 years old
• Company secretary
  • Must be a local resident
  • Can be an individual or corporate
• Designated representative
  • Individual who will be the contact person with authority in the matter of significant controller register
• Auditor
  • Must appoint an auditor who is a member of the Hong Kong Institute of Certified Public Accountants
• Local registered address
  • Must be a physical address and not a P.O box
• Share capital
  • No minimum or maximum requirement

Documents required to register a subsidiary

• To have your subsidiary company registered, you must prepare the following documents:
  • Completed and signed application form
  • Articles of association
  • Documents of parent company:
    • Copy of registration documents (Certificate of Incorporation and articles of association)
  • Documents for company officers:
    • Non-residents: copy of passport and proof of residential address
    • Hong Kong residents: copy of Hong Kong ID card

Registration steps

• The registration takes typically up to 4 – 7 working days, and once your registration is complete, you will receive a Certificate of Incorporation and Business Registration Certificate from the Companies Registry.
• Electronic incorporation is available which allow incorporation within 24 hours.

Post registration requirements and compliance

• Open bank account
• Apply for business license (if required)

Engage with Acclime’s professional corporate services for help and advice to determine which entity is suitable for your foreign business in Hong Kong.