Company Registration

Yes. Non-residents can own 100% of a Hong Kong company and operate locally or internationally.

A private limited company is the most popular structure. It provides a separate legal entity and limits shareholders’ liabilities.

A company secretary ensures statutory compliance, assists with filings, prepares meeting documents, and helps the company manage statutory communications and regulatory requirements.

Yes, although requirements vary by bank. SLCS provides advisory support in preparing documentation and understanding bank requirements.

The following outlines general statutory requirements under Hong Kong law. These steps are informational in nature. SLCS provides advisory guidance to help clients understand these requirements but does not act as a government body.

• 1. Choose a Company Type and Name – Follow the Companies Registry guidelines and check name availability before registering.
• 2. Appoint a Designated Representative – A local resident, director, employee, or licensed professional must maintain the Significant Controllers Register.
• 3. Select a Director – At least one director is required, who must be at least 18 years old but does not need to be a Hong Kong resident.
• 4. Decide on Shareholders – A company can have 1 to 50 shareholders, who can also be of any nationality and at least 18 years old.
• 5. Appoint a Company Secretary – Ensures compliance with statutory requirements; a sole director/shareholder cannot also be the secretary.
• 6. Determine Share Capital – While no minimum is required, at least one share must be issued to one shareholder.
• 7. Provide a Registered Address – A physical Hong Kong address (not a PO Box) is required for official correspondence.
• 8. File Company Officers with the Companies Registry – Officer details are public, but corporate shareholders or nominee directors can be used for privacy.
• 9. Hire an Accountant – Required for bookkeeping and annual audits, which must be filed with the Inland Revenue Department.
• 10.Obtain a Business Registration Certificate – Must be renewed annually or every three years and displayed at the office.

The Companies Ordinance does not impose a specific limit on the number of shares a company can issue. However, the company’s articles may specify a maximum share limit (Section 85(2)). To establish a local company limited by shares, at least one founder member is required. Additionally, there is no minimum paid-up capital requirement under the Companies Ordinance.

Company registration and trademark registration in Hong Kong serve different purposes and fall under separate regulations. The Companies Registry oversees the registration of local and foreign companies operating in Hong Kong, while the Trade Marks Registry, under the Intellectual Property Department, manages trademark registrations. Registering a company name does not automatically grant trademark rights, as each trademark application must meet specific legal criteria for approval.

SLCS provides advisory guidance regarding registration processes but does not represent government departments.

A Hong Kong private company must appoint a company secretary and have at least one individual director (not a corporate entity). Under Hong Kong law, certain structural restrictions apply, such as the sole director cannot also serve as the company secretary.

The general principles of directors duties*

• i. Duty to act in good faith for the benefit of the company as a whole
• ii. Duty to use powers for a proper purpose for the benefit of members as a whole
• iii. Duty not to delegate powers except with proper authorization and duty to exercise independent judgment
• iv. Duty to exercise care skill and diligence
• v. Duty to avoid conflicts between personal interests and interests of the company
• vi. Duty not to enter into transactions in which the directors have an interest except in compliance with the requirements of law
• vii. Duty not to gain advantage from use of position as a director
• viii. Duty not to make unauthorized use of company’s property or information
• ix. Duty not to accept personal benefit from third parties conferred because of position as a director
• x. Duty to observe the company’s constitution and resolutions
• xi. Duty to keep accounting records

(*) = A Guide on Directors Duties, Companies Registry

This summary is for general informational purposes only and does not constitute legal advice.

Appointing a company secretary is a legal requirement for all limited companies in Hong Kong under the Companies Ordinance. The secretary must be a Hong Kong resident and is responsible for ensuring compliance with corporate laws, preparing for general meetings, maintaining annual requirements, and supporting shareholders and directors. They help manage statutory communications and compliance obligations under Hong Kong law. Operating without a company secretary is prohibited by law, making it essential for companies to appoint a qualified individual who meets the residency and age requirements.

Every limited company in Hong Kong must appoint a company secretary as required by Section 474 of the Companies Ordinance (Cap. 622). However, sole proprietorships are exempt from this requirement. While sole proprietorships offer simplicity, they come with significant risks, as the owner is solely responsible for all debts and liabilities without any limitation.

A company secretary is a key officer responsible for ensuring corporate compliance and governance under Hong Kong’s Companies Ordinance. Some are certified by the Institute of Chartered Secretaries in Hong Kong and assist companies in meeting regulatory requirements and managing statutory communications under Hong Kong law.

In Hong Kong, a company secretary and a designated representative serve different roles. A company secretary is a mandatory position responsible for legal compliance, record-keeping, and corporate governance. In contrast, a designated representative assists with the company’s significant controllers register for law enforcement purposes and can be a shareholder, director, employee, or a qualified professional.