Hong Kong company registration - Mercury International Group

Hong Kong Company Incorporation

Hong Kong is a well-known financial and commercial hub in the globe. The various policies in place are very comprehensive, offering great convenience for external investment and company registration. Choosing to register a company in Hong Kong comes with significant advantages in terms of foreign exchange collection and usage, hence it is favored by more friends from both domestic and overseas.

Advantages of Registering a Hong Kong Company

1.Developed Financial Sector

Hong Kong has a well-regulated capital market with active stock trading, a comprehensive financial system, and numerous banks, making it a hub for corporate financing, private equity, and venture capital funds.

2.Simple Tax System

Hong Kong has low tax rates and few types of taxes, currently only levying direct taxes on profits, salaries and Property. Taxes are levied based on the source of profits, with only profits derived from Hong Kong being taxable, while those from outside Hong Kong are not taxed.

3.No Foreign Exchange Controls

Hong Kong bank accounts can freely receive and make foreign exchange payments without any restrictions, allowing flexible transfer of overseas funds.

4.Simple Registration Procedures

Directors and shareholders do not need to be present in Hong Kong, and the registration process is quick and efficient, with the possibility of successfully registering a Hong Kong company in as fast as one day.

5.Flexible and Convenient Management

The ongoing maintenance and management of the company are straightforward, requiring only annual reviews and audits. Mercury International Group has professional licensed accountants to protect and support your business.

6.High Brand Reputation

Hong Kong is recognized internationally for its brand and has a good reputation, which is beneficial for enhancing the international image of a business.

Conditions for Registering a Hong Kong Company

1.At least one shareholder and director who is over 18 years of age;

2.Provide the proposed name of the Hong Kong company (ending in "有限公司" in Chinese and "Limited" in English);

3.Confirm the company's registered capital and the proportion of share distribution;

4.The company's business scope is unrestricted, but only one language can be chosen for the name, with up to 30 Chinese characters or 60 English characters;

5.A statutory company secretary (must be a Hong Kong permanent resident or a Hong Kong company);

6.A Hong Kong registered address (our company will provide this).

Time Required to Register a Hong Kong Company

For a Hong Kong company registered with individual shareholders, it generally takes about 2 to 3 working days to receive the full set of electronic documents for the Hong Kong company, and approximately one week to send out a complete green box set. If the company is registered with corporate shareholders, the process takes relatively longer, about 10 to 15 working days.

Process of Registering a Hong Kong Company

1.Name Verification

Direct name search in Hong Kong, results can be obtained in five minutes.

2.Agreement Signing

Sign the agency service agreement.

3.Payment of Fees

Pay the agency fee.

4.Submission of Documents

Director and shareholder identification, proof of address from the last three months, business scope, registered capital, and other materials.

5.Document Preparation

A green box set, including articles of association, share certificate book, minutes book of board of directors’ meetings, and 3 company seals.

6.Collection of Documents

The full set of documents and the exquisite green box are sent to the designated location.

Full Set of Documents After Successful Registration of a Hong Kong Company

1.Green box;

2.Minutes book of the board of directors’ meetings;

3.Hong Kong company registration certificate;

4.Business registration certificate;

5.Articles of association;

6.Share certificate book;

7.NNC1 form;

8.Government fee receipt;

9.Three company seals (metal seal, rubber stamp, signature stamp).

Hong Kong registered green box

Annual Review of Hong Kong Companies

Renewal of the Business Registration Certificate: Hong Kong companies that have completed one year need to obtain a new annual Business Registration Certificate from the Hong Kong Inland Revenue Department.

Renewal of the Annual Return (NAR1): Hong Kong companies that have completed one year need to submit information to the Hong Kong Companies Registry to report the latest changes in directors and shareholders, address, and secretary information.

Transfer of Shares and Stamp Duty for a Hong Kong Company

In Hong Kong, any company and any shareholder can transfer or sell shares with mutual consent. The transfer or sale of shares will incur a stamp duty of 0.2%, and there is no upper limit on this tax.

Deregistration of a Hong Kong Company

1.According to Part 15 Division 2 of the new "Companies Ordinance," only private companies and companies limited by guarantee can apply for deregistration;

2.An application for deregistration must be submitted to the tax authority at least 60 days before the expiry date of the business registration certificate; otherwise, an additional fee for one more year of annual review, accounting, auditing, and tax filing will be required.

The following conditions must be met to apply for deregistration:

1.The company has not commenced/has ceased to carry on business or operation;

2.The company has no outstanding liabilities;

3.All members of the company agree to the deregistration;

4.The company is not a party to any legal proceedings;

5.The company does not hold any property in Hong Kong;

6.(If the company is a holding company) none of the subsidiary companies hold any property in Hong Kong.

Note: Generally, deregistration can be completed within 6-8 months. Items 4-6 are additional conditions for deregistration under section 750(2) of the new "Companies Ordinance."

Registration of a Unlimited Company in Hong Kong

Hong Kong is a global international financial center, boasting a comprehensive legal system, low tax rates and a simple tax regime, fully equipped infrastructure and communication facilities, and high-quality professional talents, attracting investors from all over the world. An increasing number of domestic investors choose to set up companies in Hong Kong, using this international platform to expand their business operations or establish an international image for their companies, thereby enhancing their own competitiveness.

An unlimited company in Hong Kong is registered in accordance with the Hong Kong Companies Ordinance, where its shareholders bear unlimited liability for the company's debts. Hong Kong unlimited companies can be divided into those without share division and those with share division. The division of shares does not affect the liability shareholders bear for the company. The purpose of share division is to delineate the responsibilities and control among shareholders, who may also transfer their shares. However, due to section 170(1) of the Hong Kong Companies Ordinance, shareholders of an unlimited company may still be liable for the company's debts even after leaving the company, as stipulated by this section. Therefore, the transfer of shares does not truly dissociate a shareholder from the company, which is a distinct difference from the transfer of shares in a limited liability company.

Registration Requirements for Unlimited Companies

1.Company Name: Naming a Hong Kong company is relatively flexible, with the government allowing the inclusion of terms such as International, Group, Holdings, Industrial, Investment, Finance, Academy, Center, Institute, etc. It's also possible to add a preferred location before the company name, such as France, America, China, Hong Kong, Shanghai, etc. Furthermore, an unlimited company in Hong Kong can be registered in Chinese, English, or both, but the Chinese name cannot end with "有限公司" (Limited), and the English name cannot end with "LIMITED".

2.Business Scope: When registering an unlimited company, it is necessary to define the company's business scope (only one language can be chosen: up to 30 Chinese characters or 60 English characters).

3.Shareholders: One or more shareholders must be at least 18 years old. If the company name contains the word “group”, two or more partners are required.

4.Shareholder Documents: Provide copies of ID card, passport, or Hong Kong-Macau Travel Permit, along with proof of a Hong Kong local office address from the last three months.

5.Local Registration: A Hong Kong unlimited company can generally only be registered by locals. Non-Hong Kong residents must have a guarantor who is a Hong Kong resident to register, and must provide the guarantor's Hong Kong residential address.

Full Set of Documents After Successful Registration of an Unlimited Company

1.Business Registration Certificate;

2.Small Round Seal;

3.Bar-Shaped Seal;

4.Statutory Records.

Hong Kong

Business Navigation