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FAQs - HK Company
Frequently Asked Questions of Hong Kong Company

FAQs - HK Company

Frequently Asked Questions of Hong Kong Company

About company name

Q.
Am I free to choose any name I want for my company?

A.

A company can be registered with an English name / a Chinese name / an English and a Chinese name which not be appearing in the Index of company names kept by "Companies Registry".

There are some restrictions on the registration of company names.

  1. In Hong Kong, Traditional Chinese is the official written language, Simplified Chinese is not acceptable;
  2. In the opinion of the Registrar, it is offensive or otherwise contrary to the public interest.

For restriction of using certain words, please refer to Company Names Guidelines from Hong Kong Companies Registry.

Q.
Can an English company name end with the word "Ltd"?

A.
No. According to Hong Kong Company Ordinance, the last word of an English company name of a limited company must be "Limited" although the word "Ltd" is considered to be the same as "Limited".

Q.
Can the name be changed after incorporation of the company?

A.

Yes. It is possible to change the company name by passing a special resolution. The whole process takes around 10 working days. However name search has to be carried out to ensure the new name is still available.

Once the name change is approved, a Certificate of Change of Name will be issued by the government.

Contracts with old company name need not be signed again. However, new name need to be used for all new transactions and therefore new set of company chops need to be made.

About incorporation

Q.
May non-Hong Kong residents incorporate a limited Hong Kong company?

A.

Hong Kong Company is no nationality restriction for Shareholder(s) and Director(s).

The basis requirement of shareholder and director:

  • At least 1 director and 1 shareholder;
  • Shareholder(s) and Director(s) must be at least 18 years of age;
  • Corporate director and corporate shareholder is acceptable; and
  • The company must at least appoint 1 natural person to act as director.

Q.
Do I need to be present in Hong Kong during company formation process?

A.

At the time of company incorporation, you do not need to be present in Hong Kong. Everthing can be done by email and courier.

At the time of bank account opening in Hong Kong, you may have to meet with the bankers personally.

Q.
What is "Ready Made companies"?

A.

"Ready Made Companies" same as "Shelf Companies" means the company is formed, left with no activity and put in list for purpose of selling.

Our company will issue [ Letter of Guarantee and Indemnity ] to buyer stating that no business has ever been carried out by the company. It is definitely no need to worry about buying a ready-made company from us and taking over any unknown responsibility.

Q.
Is there any requirement on the number of shares proposed to be issued?

A.

Hong Kong Companies Ordinance has not prescribed any requirement for the number of shares proposed to be issued. The minimum subscribed share capital is 1 ordinary share (equivalent to HKD 1). The standard authorized share capital is HKD 10,000 splitting into 10,000 ordinary shares.

Q.
Is the information regarding director(s) and shareholder(s) of the company available publicly?

A.

Yes. Information of the company’s director(s), shareholder(s) and secretary must be filed at the Companies Registry and are on public record.

Q.
Can a director be appointed as company secretary of a Hong Kong private company?

A.

The sole director of a Hong Kong private company must not also be the company secretary.

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

A.

By Hong Kong Companies Ordinance, registered office of every Hong Kong limited company must be situated in Hong Kong. Non-Hong Kong addresses, 'care of' addresses or post office box numbers are not acceptable.

Q.
What is the difference between "Registered Address Parking" and "Correspondence Address Parking" service?

A.

Our "Registered Address Parking" service is provide a Hong Kong address for registration and government correspondence purposes only. For non-government correspondenc such as bank letter and business mail, client can engage our "Correspondence Address Parking" service.

About maintenance

Q.
What are the annual filing requirements for companies incorporated in Hong Kong?

A.

Annual filing requirements include:

  • Annual Return filing for Hong Kong company Registry

    Except in the year of its incorporation, a Hong Kong registered company should file its annual return once in every calendar year within 42 days after the anniversary of its date of incorporation.

  • Annual Tax Return filing with Inland Revenue Department ("IRD")

    IRD issues Tax Return filing notifications to companies on the 1st of April every year. For the newly incorporated companies, the notification is generally sent on the 18th month of the incorporation date. Companies must file their Tax Return within one month from the date of notification.

Q.
What is the consequence of late filing of an Annual Return?

A.

An annual registration fee of HKD 105 is payable if it is delivered within 42 days after the company's return date. Any late filing will subject to higher charge depending on the numbers of date over-due.

within 42 days HKD 105
42 days after but within 3 months HKD 870
3 months after but within 6 months HKD 1,740
6 months after but within 9 months HKD 2,610
More than 9 months HKD 3,480

Q.
If I do not file any annual returns for registration, will the Companies Registry strike-off / cancel / dissolve my company?

A.

A Hong Kong company which fails to file its annual returns within the prescribed time period is in breach of the Companies Ordinance. The Registrar of Companies may consider taking strike-off action in appropriate cases.

About company closing

Q.
How to close a Hong Kong company?

A.

There are 2 methods to close a limited company. However, they are not free for the choice of shareholders and directors. Specific conditions need to be met for the applicability of different method:

  • De-registration

    This is the least costly way to bring a Hong Kong limited company to an end but some criteria applies:

    • All the members of the company agree to the deregistration;
    • The company has not commenced operation or business, or has not been in operation or carried on business during the 3 months immediately before the application;
    • The company has no outstanding liabilities;
    • The company has no outstanding liabilities to government;
    • The company has obtained a "Notice of No Objection to a Company being Deregistered" ("Notice of No Objection") from the Commissioner of Inland Revenue.
    • The company is not a party to any legal proceedings;
    • The company’s assets do not consist of any immovable property situate in Hong Kong;
    • If the company is a holding company, none of its subsidiary's assets consist of any immovable property situate in Hong Kong; and
    • Other than those companies specified in section 749(2) of the Companies Ordinance。
     
  • Winding up / Liquidation

    There are 3 types of winding-up:

    • Members voluntary winding-up
    • Creditors voluntary winding-up
    • Creditor compulsory winding-up

    Winding up a company is a lengthy, expensive and time consuming procedure. Please contact us for more details.

Q.
How long does it take to complete the de-registration of a Hong Kong limited Company?

A.

The whole process takes around 6 months to complete after original documents submitted to government if no objection received by the government during the de-registration process.

Once the company is dissolved, all property including credit balances in bank accounts, motor vehicle, landed property, etc. and rights vested in or held on trust for the company immediate before the dissolution is vested in the HK government as bona vacantia.

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