When setting up a company in Hong Kong, you will need to prepare the incorporation documents, namely the Memorandum of Association and the Articles of Association.
These documents are then sent to the Companies Registry, where processing takes between one week and ten days. The Registrar then issues a certificate of incorporation.
The company is obliged to notify the establishment or any change of its registered office in Hong Kong (which need not match the company’s place of business) within 28 days of the office being established or changed.
A registration fee is payable on incorporating a company in Hong Kong, followed by an annual government licence fee, i.e. the business registration fee.
The Memorandum of Association contains: 1) the company name (which must not be identical to any existing name!) 2) the address of the registered office in Hong Kong 3) the company’s objects 4) a declaration limiting the liability of the individual shareholders 5) the amount and currency of the share capital 6) the classes of shares issued and the names and addresses of the subscribers
Articles of Association: 1) the number of members of the company 2) the rules for convening annual and extraordinary general meetings, the conduct of proceedings at such meetings and the voting rights of members 3) the rights and duties of the directors and company secretary, including how they may be represented 4) requirements relating to the company seal 5) rules on keeping accounts and audits
Further requirements and features of a Hong Kong company:
| taxation of the company’s foreign income | no |
| minimum number of directors | 1 |
| minimum number of shareholders | 1 |
| bearer shares permitted | no |
| registered agent in Hong Kong required | – |
| registered office in Hong Kong required | yes |
| company secretary in Hong Kong required | yes |
| filing of accounts required | yes |
| general meeting in Hong Kong required | no |
| annual flat government fee | HK$2,250 |
