A private limited company is the most common business structure in Hong Kong, offering a separate legal entity and limiting a shareholder’s liability to their subscribed capital.

An offshore company in Hong Kong is a business registered in Hong Kong but primarily operating outside the region. It is a legal and government-supported structure that offers benefits such as lower taxes, asset protection, international banking access, and global market reach. Anyone over 18 can establish one, and directors or shareholders do not need to reside in Hong Kong. While both offshore and onshore companies are the same legal entity and follow the same compliance rules, an onshore company mainly conducts business within Hong Kong, whereas an offshore company primarily deals with international clients, suppliers, and services. Many businesses choose offshore operations for tax advantages, privacy, asset protection, and easier access to global markets.

Foreigners are legally allowed to open individual bank accounts in Hong Kong, but banks may inquire about the purpose of the account and the need for it in Hong Kong. Opening a bank account for a Hong Kong limited company owned by a foreigner is generally easier. Banks will typically request details on the owner’s business background, the company’s planned activities, and proof of an existing overseas business operated by the same owner.

• 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.

A Hong Kong private company must appoint a company secretary and have at least one individual director (not a corporate entity). The sole director cannot also serve as the company secretary. Additionally, if a private company has only one director, it cannot appoint a corporate body as its company secretary if that corporate body’s sole director is the same as the private company’s sole director.

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

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. Additionally, they serve as the main point of contact with government agencies. 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 act as a bridge between the company and government agencies, handling legal communications and regulatory matters. They liaise with entities such as the Inland Revenue Department, Companies Registry, and the Stock Exchange of Hong Kong to ensure compliance with all necessary laws and regulations.

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 act as a bridge between the company and government agencies, handling legal communications and regulatory matters. They liaise with entities such as the Inland Revenue Department, Companies Registry, and the Stock Exchange of Hong Kong to ensure compliance with all necessary laws and regulations.

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. Some service providers may charge extra fees for acting as a designated representative.