Company name and address
- The company name can be registered in Traditional Chinese or English, and contain Arabic numerals is allowed. Or you can register both traditional Chinese and English name. However, the combination of both languages is not acceptable.
- The limited company incorporated in Hong Kong shall have its name with the word “Limited” or “Limited company”. This is also represented the shareholder(s) bear limited liability.
- Company name can be change after incorporated.
- The company office must be situated in Hong Kong, Royal Blue Business Services provide register address service and secretarial services.
- Post office box is not acceptable to register as company address.
Shareholder/Director/Secretary
- A Hong Kong company limited by shares shall be formed by least 1 founder member. Overseas persons or Chinese residents who are 18 years old or above and holding passports or ID cards is also acceptable.
- Private company limited by shares shall be at least have 1 director is a natural person. The sole director of a private company must not also be the company secretary.
- Non-Hong Kong resident can be appointed act as company director
- A private company can appoint a Hong Kong resident as company secretary (age of 18 years old or above). A Hong Kong limited company can act as company secretary. A private company having only one director must not have a body corporate as its company secretary the sole director of which is the sole director of the private company.
- The function of company secretary is to be prepare and arranging meetings, keeping meetings minutes, presenting statutory documents to government departments. The secretary need to ensure the company meets statutory requirements.
- If you have no eligible person to appoint as company secretary, Royal Blue secretarial services will help you to manage all the affairs.
Shares and share capital
- The new Companies Ordinance (effective from 3rd March 2014) adopts a mandatory system of no nominal value for all local companies having a share capital and retires the concept of par value for all shares.
- As a result of migration to mandatory no-par, relevant concepts such as par value, share premium, and requirement for authorized share capital are no longer necessary and are abolished.
- Shares transfer, increase, or allotment is allowed. Inland Revenue department will charge the related stamp duty.
Significant Controllers Registers
The company have to obtain and maintain up-to-date beneficial ownership information by way of keeping a Significant Controllers Register. The Register should be open for inspection by law enforcement officers upon demand.
Deregistration and winding up
- Deregistration
- All the members of the company agree to the deregistration;
- 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;
- The company has no outstanding liabilities;
- The company is not a party to any legal proceedings;
- the company’s assets do not consist of any immovable property situate in Hong Kong;
- If the company is a holding company, none of its subsidiary’s assets consist of any immovable property situate in Hong Kong;
- The company has obtained a “Notice of No Objection to a Company being Deregistered” (“Notice of No Objection”) from the Commissioner of Inland Revenue.
- Winding up
The winding up is generally means that all the assets of the company would be realised (sold off and converted to cash) through a legal process in order to repay its debts. Winding-up would bring a company to an end.
A company may be wound up by the court or voluntarily.
- Voluntary winding-up consists of:
– Members’ (shareholders’) voluntary winding-up; and
– Creditors’ voluntary winding-up.
- Compulsory winding-up by the High Court of the Hong Kong Special Administrative Region