The company incorporation process:
The following procedures apply to the initial stage of registration:
- provisional approval of the company name for registration in Hong Kong (Form NN12);
- the approval and signing of the Memorandum of Association by shareholders (mandatory approval of the articles of association is cancelled by the regulations of The New Ordinance of 3rd March 2014); The Hong Kong Company Registrar has drafted several templates of Memorandum of Association to be fully or partially used by companies;
- the submission of Registration Application to the appropriate government authority in hard copy (electronic registration is also available).
Company registration notice is issued upon completion of the procedure.
The structure of Hong Kong incorporated companies:
At least one director must be a natural person of full age. Directors may be of any nationality, the citizenship of Hong Kong is not mandatory. Persons previously convicted or declared bankrupt are not accepted as directors.
Private Companies Limited by Shares must have at least one director who is a private individual and the second may be a corporation (a private company).
A Public Company requires at least two directors without residency qualification, provided that at least one is a physical person.
The shareholder may be either a natural person or a corporation.
The entire 100% share capital can be held by local or non-resident shareholders. The use of nominees is allowed.
Private Companies Limited by Shares may have just 1 shareholder but if the shareholder is a corporate entity, such shareholder must be private. The maximum number of shareholders allowed is 50.
There is no requirement for an annual general meeting of shareholders of a company if there is only one member or multiple members have passed a resolution that has not been revoked or any member has not called a meeting. Meetings of shareholders may be held in two or more places via electronic telecommunications so that the participants are able to speak, hear and vote during the meeting.
A secretary is mandatory. A natural person must be a citizen of Hong Kong but if a corporation is used then it must have its registered office or business address in Hong Kong. However, if the director and the shareholder are one and the same then this person may act as secretary.
The secretary is responsible for:
- the accounting and prompt submission of Annual Returns;
- the submission of reports on the issuing of debentures to the Registrar within one month after the issue according to the provisions of The New Ordinance of 3rd March 2014;
- prompt amendment of information on registration details including:
- the composition of directors and shareholders;
- a change of the company’s address;
- an additional issue of shares.
The secretary maintains and keeps registers of:
- directors and shareholders;
- secretaries and auditors;
- directors’ shareholdings;
- interests of the directors in contracts.
The New Ordinance provides that the documentation of a company must be kept at their registered office address or at another place in Hong Kong.
Share capital and shares:
There are no minimum share capital requirements but the recommended capital is at least HK$10,000.
The New Ordinance of 3rd March 2014 contains the following requirements to share capital of companies:
- there must be a mandatory system whereby shares have no par value;
- the Memorandum of Association must state the maximum number of shares for allocation;
- the issue of bearer shares is prohibited;
- shareholders must approve the issue of shares and future redemption rights of the shares by outsiders.
The New Ordinance imposes an obligation on companies to notify the Registrar of any changes to the structure of a company by the submission of a special statement with a detailed description of the structure of the authorised capital.
The allocation of shares is registered separately.
Companies must have a registered office. The use of an ordinary residential address is prohibited.
Registration of a Hong Kong company takes 1-2 weeks. Shelf companies are available.
Simplified financial statements:
The regulations of The New Ordinance governing simplified financial reporting are applicable from the financial year of 2015/16.
Such regulations substantially expand the options for the preparation of simplified reports by private companies (according to SME-Financial Reporting Standard) for the following individual companies or groups of companies:
Small private companies or groups of companies are subject to at least 2 of the following conditions:
- staff – maximum 100 employees;
- total annual income – maximum HK$100,000,000;
- total assets – maximum HK$100,000,000.
Large private companies or groups of companies are subject to 75% shareholder voting for the preparation of simplified financial statements, provided that none of the shareholders express objections and that 2 of the criteria below are met:
- Staff – maximum 100 employees;
- total annual income – maximum HK$200,000,000;
- total assets – maximum HK$200,000,000.
Accounting standards for simplified financial reporting are regulated by The Hong Kong Institute of Certified Public Auditors: Small and Medium-sized Entity – Financial Reporting Framework (SME-FRF) and Small and Medium-sized Entity – Financial Reporting Standard (SME-FRS).
Companies are required to keep accounting receipts for at least 7 years. Failure to comply will result in penalties.
Simplified financial statements are not sufficient to provide a fair and accurate view of the financial position of a company. However the auditor’s report for such company must detail compliance to simplified financial statements within the regulations of The New Ordinance and any applicable accounting standards.
According to new legislation, the auditing of financial statements is mandatory for all companies except ones that are dormant.
Information in the registers:
Details of officers of a company must be submitted to the Company Registrar. Information on directors, shareholders and secretary is available to the public.