Company Secretarial Services

Companies in Hong Kong are required to follow the legislation set out in the Companies Ordinance (Chapter 622) and other related ordinances including but not limited to Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32) and the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Chapter 615).

A limited company in Hong Kong must have at least one director and a company secretary. If there is only one director in the company, he/she cannot be the company secretary of the company at the same time. The shareholder of a private limited company can be an individual or a limited company.

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Company Incoporation

You have to setup a company by applying a business registration certificate to do business in Hong Kong.

There are two types of companies In general:

• Sole proprietorship or partnership company with unlimited liabilities;
• Limited company, which liabilities of shareholders and directors are limited.

Below are some of the key requirements of limited company:

• Company name must be unique and must not include certain restricted words.
• Company name can be in English or Chinese or both.
• Minimum issued and paid up share capital of HK$1, but there is no limit on the maximum issued and paid up share capital.
• Liability of each shareholder is limited to the issued and paid up share capital.
• Minimum deposit amount in bank account is not the issued and paid up share capital.
• Between 1 and 50 shareholders
• At least one individual director who must be aged 18 or above.
• A company can act as shareholder or director
• Shareholder and director can be the same person or same company, and can be individual of any nationality, domicile and residence
• Company secretary
• Designated representative
• Conduct an audit by independent certified public accountant each year and submitting annual returns to the Companies Registry

Change of Company Name

Changing the name of a company is a simple 3 steps process:

• Choose a new name
  The company should check whether the proposed name is available for registration.
• Pass a special resolution
  The company is required to pass a special resolution to change the company name at the general meeting.
• Get approval from the Companies Registry
  The company needs to file the update to the Companies Registry within 15 days after the passing of the resolution for approval of the change name.

Closing a Limited Company

To close a limited company in Hong Kong, there are several steps to ensure all legal and financial obligations are fulfilled. The overall process will take about 6-9 months to complete. A company can be closed either by “De-registration” or “Winding Up“.

To deregister a company, followings are some of the conditions that need to be met:

• All the members of the company agreed for deregistration of the company;
• The company has never commenced business or operation, or has ceased to carry on business or operation for more than 3 months immediately before the application;
• The company has no outstanding liabilities;
• The company is not a party to any legal proceedings;
• The company has no immovable property situate in Hong Kong; and
• If the company is a holding company, none of its subsidiary's assets consist of any immovable property situate in Hong Kong.

Appointment of Company Secretary

All Hong Kong limited companies must appoint a company secretary according to the Hong Kong Companies Ordinance (Chapter 622).

Company secretary can be an individual or a Hong Kong limited company. If the company secretary is an individual, he/she is required to usually reside in Hong Kong.

Sole director of a company shall not concurrently serve as the company secretary of the company.

Duties and responsibilities of Company Secretary include:

• Manage and keep the company's statutory book (register of shareholders / directors)
• Organizing and witnessing required meeting of directors and shareholders alongside preparation of minutes
• Preparing and filing annual returns to the Companies Registry
• Alternation of director or company secretary
• Transfer of share and share allotment
• Change the name of company
• Change company registered address
• Ensuring that company complies with relevant laws and regulations

Directors of a Limited Company

All directors must comply with the legal requirements under the Companies Ordinance (Chapter 622), the general principles of duties of directors are:

• Act in good faith for the benefit of the company as a whole
• User powers for a proper purpose for the benefit of members as a whole
• Not to delegate power except with proper authorization and duty to exercise independent judgement
• Exercise care, skill and diligence
• Avoid conflicts between personal interests and interests of the company
• Not to enter into transactions in which the directors have an interest except in compliance with the requirements of the law
• Not to gain advantage from use of position as a director
• Not to make unauthorized use of company’s property or information
• Not to accept personal benefit from third parties conferred because of position as a director
• Observe the company’s articles of association and resolutions
• Keep proper books of account

Shareholders of a Limited Company

There can be between minimum 1 and maximum 50 shareholders in a Hong Kong private limited company. A shareholder can be a director at the same time and there is no residency requirement for shareholders. The shareholder must be a person at least 18 years of age or a company. Nominee shareholders are also allowed.

Transfer of Shares

Every shareholder of a limited company have right to transfer his/her ownership to anyone they like unless the company's articles of association contains any restrictions on the actions.

Transfer of share from one party to another is required to pay stamp duty to Inland Revenue Department.

Allotment of Shares

A company can increase its share capital to attract more investments from new or existing shareholders.

The company needs to obtain consent and get approval from the existing shareholders of the company through a general meeting. Shareholder must have their name registered in the register of members of the company within 2 months of allotment of shares. The company is also required to file the Return of Allotment to the Companies Registry in Hong Kong showing i) number of shares issued to the allottee, ii) name and address of the allottee, iii) amount paid by the allottee, iv) updated Statement of Company’s Capital, v) total shares issued, vi) total paid up capital, and vii) total issued capital of the company.

Annual General Meeting

A company must hold an Annual General Meeting (AGM) in respect of each financial year of the company to discuss the company’s financial report, business performance or strategy.

AGM must be held unless i) if everything that is required to be done at the meeting is done by a written resolution and copies of the documents required to be laid or produced at the meeting are provided to each member of the company; ii) the company is a single member company; iii) written resolution or a resolution at a general meeting passed by all members; or iv) the company is dormant.

A company's first AGM should be held within 18 months after its incorporation and thereafter at least once in every calendar year and each of the AGM must not exceed 15 months and within 6 or 9 months after its accounting reference period end.