Company Incorporation FAQ for Non-Hong Kong Citizen
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- 18 years old or above
- Holding a valid Passport (Macau SAR Identity Card and People`s Republic of China Identity Card are also accepted)
- Possess an address in Hong Kong as the registered address (apply for BBC’s Virtual Office and you can use BBC’s branch address as your registered address)
- Appoint a minimum of one director. He / she must be a natural person regardless of nationality. Director(s) does not need to be shareholders. Additional director(s) can be natural person(s) or body corporate(s) registered in Hong Kong.
- Possess an address in Hong Kong as the registered office. Government-subsidized housing and PO Boxes can not be accepted as registered office.
- Appoint a company secretary. Sole director can not act as the company secretary. A nominee company secretary must be appointed in this case. The company secretary can be a natural person residing in Hong Kong or a body corporate registered in Hong Kong.
- Display of Company Name at your registered address
- Updating and maintaining the significant controllers register
- Keeping records of changes of the company’s directors, members and secretary and their personal particulars
- Making Mandatory Provident Fund (MPF) contributions if there are staff being employed in HK
or in 7 working days by regular service!
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- Filing of Annual Returns (Incl. in BBC’s Company Secretary Service Plan)
- Business Registry and annual renewal (Gov’t fee HKD250—2,450, depending on gov’t policy. BBC Service fee HKD300)
- Filing of Profits Tax Return. The first Profits Tax Return will be sent to you 18 months from your company incorporation date. BBC can take care of this for you at HKD1,000 for companies that has no business transactions as yet, OR HKD6,800+ for professional audit service for companies that have already started operation and had transactions in the said period.
- Filing of Employer / Employee’s Return of Remuneration and Pensions (BBC Service fee HKD800)
- Virtual office & Phone reception service
- Listing on E- Company Directory Panel outside the registered office
- Company Secretary Service
- Check your letters / parcels, message and fax records anytime, anywhere!
- Arrange Scanning and Forwarding of your letters & parcels with ease!
- Authorize your partners to help manage your companies and check records!
- E-Client Card for collecting letters & parcels with enhanced security level!
- E-Wallet functions and multiple payment methods available online!
- Cross-platform support! Works on all kinds of devices – mobile, tablet, PCs!
- Supports online Company Incorporation, Virtual Office and Company Secretary Services application!
Government fees are calculated on HKSAR government’s budget for 2019/20 which has granted a concession on business registration fee.
Business registration fees can differ in other fiscal years depending on prevailing government policy.
Virtual office plans also differ slightly in cost across the different office address.
Company Incorporation Plan R1
Virtual Office at Causeway Bay Branch for 1 year included
Company Secretary for 1 annual year
Filing of Annual Return (AR)
Serve as the Designated Representative of the Significant Controllers Register (SCR)
Maintain the Significant Controllers Register
Maintain the Register of Members, Directors & Company Secretary
Virtual Office at Causeway Bay Branch for 18 months
Company Secretary for 1 annual year
File Annual Return (AR)
Business Registration Certificate Renewal
Filing of Profits Tax Return
Filing of Employer’s Return of Renumeration & Pensions
Serve as the Designated Representative of the Significant Controllers Register
1. What are the minimum requirements for setting up a private Limited Company in Hong Kong?
- Aged 18 years or above;
- Hold a valid Hong Kong identity card or passport from any country;
- Possess an address in Hong Kong as the company's registered address;
- Issue a minimum of one share;
- Have at least one director and one shareholder;
- Appoint a company secretary;
* Apply for BBC's Virtual Office to get a registered address
* Apply for BBC's Company Secretary Service and appoint BBC for the role
2. Can non-Hong Kong residents set up a company in Hong Kong and become shareholders and / or directors?Yes, residents / citizens of any nationality can incorporate a company in Hong Kong, and become shareholders and / or directors.
However, according to the laws of Hong Kong, if all shareholders and directors of the company are non-Hong Kong citizens, the company must appoint a company secretary who is either a natural person citizen residing in Hong Kong or a body corporate registered in Hong Kong.
3. Does the company secretary have to be a shareholder?No. The company secretary can be someone who has no direct relation to the equity shares. The company secretary is free to resign from the position anytime.
4. What is Reserve Director and do I need one?Reserve Director is only suitable for Sole Directorship. If a private company has only one member and that member is the sole director of the company, the company may nominate a person (other than a body corporate) who has attained the age of 18 years as a Reserve Director to act in the place of the sole director in the event of the sole director’s death.
5. Is it necessary to have a company secretary to set up a company? What is the required of qualification?According to the legislation in Hong Kong, limited company shall appoint a Company Secretary, their function includes arranging meetings, taking minutes of meetings, preparing the documents and ensure that the company in comply with Companies Ordinances.
6. Can you serve as a director, shareholder and company secretary for the same company at the same time?NO if you are the sole director. Section 475(2) of the Companies Ordinance (Cap. 622) expressly prohibits the sole director from acting as the company secretary. Besides, section 475(3) of the Companies Ordinance (Cap. 622) provides that no private company having only one director may have a body corporate as its company secretary if the sole director of that body corporate is also the sole director of the private company.
YES if your company has more than one director and shareholder and provided that at least one of the directors are residing in Hong Kong.
7. How do I know if my company has been officially registered in Hong Kong?You can check in person at the Companies Registry at 14/F, Queensway Government Offices, Admiralty. Alternatively, you can also check the company status online at the Companies Registry’s website http://icris.cr.gov.hk/.
8. How long does it take to register a private Limited Company in Hong Kong?Regular service takes 7 working days from the date we received the signed service agreement and all the required statutory documents from the shareholders and directors. Express service is also available which only takes 3 hours in a business day!
9. What is the difference between directors and shareholders?Shareholders are the company's investor. Directors are appointed by shareholders to take charge of daily operations and making decisions of the company. A director can be the shareholder of a company at the same time.
10. Do you have to have both Chinese and English company name when incorporating a Limited Company in Hong Kong?You are free to choose to have your company registered with an English name or a Chinese name alone or both. However, the lack of an English company name may affect bank account opening in the future.
11. What is the procedure for changing the company name in the future?Summit a Form NNC2 "Notice of Change of Company Name" together with the required fees to the Companies Registry. The procedure is going to take about 7 working days. The effective date of the new company name would be the date official document on name change is issued.
You may check the service fee on the page below
12. Can I use public or government subsidized housing (housing under HOS) or a PO Box as my company’s registered address?According to the regulations of Companies Registry, public or government subsidized housing and housing under HOS cannot be used as registered address for company incorporation. PO boxes are also not acceptable registered address for companies. Therefore, applicants should provide a private property address or commercial building address. If you do not have an address to register, you can use BBC’s Virtual Office Service.
13. Benefits of registering a Limited Company in Hong Kong
- Improve corporate visibility and international status;
- Can conduct business and operations in Hong Kong and any country;
- Flexible fund transfer without foreign exchange control;
- Open foreign currency accounts in major banks around the world.
- Enjoy a favourable profit tax rate
14. Will the personal information of a limited company’s director be kept confidential?No. Some personal particulars including name, address and identity card / passport numbers (in case of a non-HK citizen) of all directors and shareholders of a limited company are accessible on the Companies Registry’s website at a checking fee.
15. What is the difference and relationship between registered capital and issued shares?It is required by the law that a company needs to register the Registered capital with the government. The issue of shares cannot be issued prior to registering the Registered capital, and the amount of issued shares cannot exceed the Registered capital. Shareholders are required to pay the issued shares in proportion to their share of the shares, but not the Registered capital. Any debt liability of a company is also calculated by shares of the shares.
16. What is equity? Does an equity need to be deposited in Company Registry or a bank?
- Capital of a share is the same as a Registered capital, which can be customized. If $1 is equal to 1 share, and at least 1 share needs to be purchased, and a customer will usually opt for 10,000 shares; and all shares need to be fully allocated to shareholders;
- If you need to deal with mainland buyers, it is recommended to increase the share capital, that will usually enhance the confidence of buyers;
- Shareholders do not need to withdraw the $10,000 or bank in that in a bank. However, if possessed shares are not adequate to compensate a debt, the debt will be deducted according to the proportion of shares possessed and the Registered capital;
- An applicant should assess his/her ability to clear possible debts in the determination of a fund to be built up and the maximum amount of shares to be sold.
17. What is a Green Box and is it a MUST for every company to have it?The Green Box set is a collective term to refer to the documents for the incorporation of a limited company in Hong Kong and company stamps for daily use. It is a tradition in Hong Kong to have all these documents and items kept in a green colour box and it would be given to the owner of the company after incorporation is officially done.
18. What are inside the Green Box and what are the use of them?
- Round stamp: use daily, e.g. signing a parcel
- Rectangular signature stamp: usually use on company cheques, and for the company’s authorized person to sign documents on behalf of the company
- Company Seal: Seldom used. It is used mainly on legal documents, and for sale and purchase contracts;
- Articles of Association: It is required by law that every company have its own company charter;
- Stock Book: Mainly for recording shares and future allotment of new shares. Any transfer of shares must be filed with the Inland Revenue Department;
- Statutory register: It is required by law that every company keep record of a register of changes and personal particulars of directors, shareholders, secretaries, minutes of board meetings, minutes of shareholders' meetings and statutory documents.
19. What other filings are needed for statutory compliance after the successful registration of a limited company in Hong Kong?Every limited company registered in Hong Kong is required to report to the Companies Registry and the Inland Revenue Department every year, on the following matters:
- Filing of annual return to the Companies Registry within 42 days of the company registration day, together with the $105 submission fee;
- Renew the business registration certificate every year, together with associated renewal cost;
- Filing of the Profits Tax Return (the first year's tax return will be issued 18 months after the establishment of the company);
- Filing of the employer's Return of Remuneration & Pension.
20. What is the annual government fees I have to pay for operating a limited company in Hong Kong?
- Company registration fee: $1,720;
- Business registration fee: $250 (varies every year, depending on the government policy);
- Submitting fee for the annual return ($105);
- Taxation filing / Audit fees: every operating company needs to submit an audit report to the government. This cost will vary depending on the company’s turnover and transaction amount over the period, and this would be done by a chartered accountant. The cost can vary from a few thousand dollars to tens of thousands of dollars for a private limited company.
21. Can an unlimited company be changed to a limited company?No. The structure of an unlimited company is different from that of a limited company. Hence, they are not convertible.
22. Do you need to come to the BBC brunch to set up a company in person?No. You can submit your application through our bbc ‧ me Self-Service Platform, and we will arrange for you.
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