Frequently asked questions - Company Registration in Hong Kong
1. What is company secretary?
According to Full Companies Ordinance, a company must have a company secretary. The duty of secretary is to organize meetings, draft minutes and submit statutory documents to the government, also to make sure the documents are compliance with the requirements.
2. What are the requirements of the company secretary?
Company secretary can be a person or an association. If the company secretary is a natural person, this person should be Hong Kong resident and 18 years old and above. If the company secretary is an association, then it should be a registered limited company or an oversea company with operation sites in Hong Kong.
3. Can the director also act as the company secretary?
Yes, if the director fulfills the requirement stated in the answer of question number 2, he/she can act as the company secretary. However, the sole director cannot act as the company secretary of the same company.
4. Can the shareholders act as the company secretary?
Yes, if the director fulfills the requirement stated in the answer of question number 2, he/she can act as the company secretary. However, if the shareholder is also the sole director of the company, he/she cannot act as the company secretary of the same company.
5. Can I change a company secretary?
Yes, the company secretary can be changed anytime. You should deliver a form to report the change in particulars of company secretary within 14 days after the change for registration to the Companies Registry.
6. Does company secretary have the power of managing the company?
No, company secretary does not have the power of managing the company. For instance, company secretary cannot sign any contracts or agreements without the duly authorization of the board of directors.
Frequently asked questions - Company Names
1. Am I free to choose any name I want for my company?
No, An English company name must end with the word “Limited” and a Chinese company name must end with the characters“有限公司”.
2. What kind of language can I use to name the company?
The company name of a local company must be in traditional Chinese characters or in English. A company name with a combination of English words/letters and Chinese characters will NOT be registered.
3. Is there any restriction on company names?
In some cases, the use of certain words and expressions in company names is governed by other legislation. For instance, company names should not contain ‘Bank’ (銀行), ‘Insurance’(保險) or ‘Reinsurance’(再保險) without licensing.
You should also ensure that words or expressions used in company names will not contravene any laws of Hong Kong.
Besides from the above, there are no certain restrictions on company names. You can name the company with words like ‘international’, ‘Group’, ‘Holding’ or ‘Investment’.
4. Should the name of the company contain words related to nature of business?
No, Companies Registry does not require the company to contain words related to nature of business.
5. Is it possible to change the company name after registration?
Yes, you can change the company names anytime.
6. What are the differences between company names in Hong Kong and mainland China?
It is more flexible to name companies in Hong Kong if it is not repeating. Company names can contain words including ‘International’(國際), ‘Holding’(控股) , ‘Investment’(投資) , ‘Academy’ (學院), ‘Association’(協會), ‘Centre’(中心), Foundation(基金會), Institute (研究所) and etc. despite of the capital scale. You can also add city or country names in front of the company names like Hong Kong, France, Shanghai, Japan or including your name or hometown names to show individuality.
Frequently asked questions - Business Address
1. Can the registered office of a local limited company be situated outside Hong Kong?
No. The registered office must be situated in Hong Kong. All the government documents and letters would be sent to the registered address.
2. Can the registered office of a local limited company be a residential address?
Yes, however, it is necessary that the company name should be displayed at the address.
3. Can I change the business address of the registered office?
Yes, you can change the business address anytime. If your business address has changed, you should notify the Business Registration Office and the Inland Revenue Department in writing within 1 month of the change. If you use our Corporate Secretarial service, you may provide us with your new address and we would finish all the procedures.
Frequently asked questions - Registered Capital
1. What is Registered Capital?
The registered capital of a company also referred to authorised capital. It is the maximum amount of the share capital that the company is authorized by the constitutional. Since limited companies are companies with limited liabilities, the liability of shareholders is limited to the nominal value of their share. The registered capital of Hong Kong companies is usually par value per share.
2. What is Paid-in Capital ?
Paid-in capital also refers to contributed capital. It is capital that is contributed to a corporation by investors by purchase of stock from the corporation, the primary market.
The liability of shareholders is limited to the nominal value of their shareholdings, the maximum possible loss of the shareholders could only be the total sum of investments.
3. Is there any restriction on the amount of registered capital and paid in capital?
There is no requirement on the minimum amount of a company's paid-up capital under the Companies Ordinance. Generally, there is no upper limit of the capital of limited company. The minimum capital share is no less than 1 HKD since a local company limited by shares shall be formed by at least one founder member.
Nevertheless, the founder of the company should pay extra business registration fee that is 0.1% of the registered capital, with a ceiling of $30,000 .
4. Can I increase the amount of registered capital after the company registration?
Yes, you can increase the registered capital anytime.
Frequently asked questions - Directors and Shareholders
1. How many shareholders are required in a limited company?
According to the Companies Ordinance, every limited company should have at least 1 shareholder. Any person (natural or legal person) can be a shareholder and a director at the same time.
2. How many directors are required in a limited company?
According to the Companies Ordinance, every limited company should have at least 1 director. Any person (natural or legal person) can be a director and a shareholder at the same time. The director is appointed by the shareholder.
3. Can a non-Hong Kong resident be a shareholder or be appointed as a director?
Yes, a non-Hong Kong resident can be appointed as a director of a local limited company at the time of appointment the person has attained the age of 18 years, only if the Court disqualify him/her from holding the position of company director. There is no restriction on holding the position of company shareholder.
4. Can a non-Hong Kong company be a shareholder and be appointed as a director?
Yes, there is no restriction on the nationality of director or shareholder.
5. As a non-Hong Kong resident, do I need to hold a passport to be a director or shareholder.
No, any person can be appointed as a director of a local limited company at the time of appointment the person has attained the age of 18 years. There is no restriction on holding the position of company shareholder.
However, if you would like to open a business account in local banks, a valid passport or a valid Exit/Entry Permit for Travelling to and from Hong Kong and Macau and the Resident Identity card of the authorized signatory are required.
6. Is the information of directors and shareholders disclosed in the public register?
Yes. Directors, shareholders and secretaries of companies incorporated or registered in Hong Kong (including non-Hong Kong companies) are required to provide their names, residential addresses and identity card or passport numbers (“identification numbers”) to the CR for incorporation and registration purposes. All the information is available on the public register or can be inspected and copied by members of the public, by paying a designated amount of fee.
7. What is the difference between director and shareholder?
Shareholders are the investors of the limited company by shares. They provide working capitals to the company by purchasing company’s stock .
The rights of shareholders are limited to receive dividends, vote at the shareholders' general meeting on certain issues like increasing registered capital, change of article of association and change of company names etc.
The directors of the company are normally appointed by the company subscriber and they are the key decision makers of the company.
The board of directors are in charge of the management of the company’s business; they make the strategic and operational decisions of the company and are responsible for ensuring that the company meets its statutory obligations.
According to the Companies Ordinance, every limited company should have at least 1 director and at least 1 shareholder. Any person (natural or legal person) can be a shareholder and a director at the same time. However, not every shareholders need to act as a director.
Frequently asked questions – Deregistration, Striking off and Winding up
1. What are the conditions and requirements for a company to make an application for deregistration?
The company must meet the following conditions before making an application for deregistration:
(a) All the members of the company agree to the deregistration;
(b) The company has not commenced operation or business, or has not been in operation or carried on business during the 3 months immediately before the application;
(c) The company has no outstanding liabilities.
2. Can I make an application for deregistration if the company has debts or liabilities?
Yes, you can deregister your company even it has debts or liabilities. Only If such debt is paid off by the parent company, associated company, founders, directors or shareholders of the company, or the creditor gives up the right to recover the debt by signing agreements, which the composition of creditors can be parent company, associated company, founder, director and shareholder.
3. How can I know that my company is legally registered?
You can conduct searches on the current data of registered companies and image records of documents registered and kept in the Companies Register through Cyber Search Centre on the internet or onsite search at the Registry's Public Search Centre on the 13th floor of the Queensway Government Offices, 66 Queensway, Hong Kong
4. What kind of documents do I need to provide if I would like to appoint your company to deregister the company?
You need to provide the Certificate of Incorporation, Business Registration Certificate, the latest annual return and the latest financial statement.
5. How long does it take to deregister a company?
Generally 6 months.
6. Do I have to file financial statement for my company after I made an application for deregistration ?
Not really, if the company has been registered for more than 18 months, IRD would have issued the Profits Tax Returns , in this circumstances you may have to complete the Profits Tax Returns before you deregister the company.
7. Do I have to file annual returns for my company after I made an application for deregistration ?
Yes. A company is required to file annual returns and observe its obligations under the Companies Ordinance until it has been dissolved. Failure to do so will make the company liable to prosecution. You should file annual returns until you are informed that your company has been deregistered.
8. Can I withdraw the application of deregistration?
Yes, but you need to deliver the notice of withdrawal in writing to the Inland Revenue Department and the Companies Registry within the gazette notice period.
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