Hong Kong

Key features of the Hong Kong Private Limited by Shares Company (“private company”):

  • No tax on capital gains or dividend, nor is there any withholding tax
  • Company names can be in English, Chinese or both English and Chinese; and they must end with the word “Limited”
  • Articles of Association can be in either English or Chinese
  • Mandatory regime of no par value and the capital can be expressed in any currency
  • Bearer shares are not permitted
  • The keeping and use of a common seal is optional
  • Details of shareholders, directors and secretary are required to be filed with the Companies Registry and such information is available for public inspection
  • No public disclosure of beneficial ownership information
  • Every private company must have at least one corporate / individual shareholder and one individual director. Hong Kong residence of directors or shareholders is not required
  • A secretary must be appointed. An individual secretary must be ordinarily resident in Hong Kong, whereas a corporate secretary must have its registered office or place of business in Hong Kong
  • The sole director of a company cannot serve as secretary at the same time. A body corporate cannot serve as secretary if the sole director is the only director of that body corporate
  • Where the sole individual shareholder of a company is also the sole director, the company can nominate a “reserve director” in general meeting who will act in the place of the sole director in the event of his death
  • Annual return of a private company should be filed within 42 days after the anniversary date of the company’s incorporation
  • Holding of annual general meeting may be dispensed with by unanimous shareholders’ consent
  • Small and medium enterprise may prepare simplified financial statements and directors’ reports.