Private company limited by shares LtdHong Kong
What it takes to form, own and run a private limited company in Hong Kong, and how its profit is taxed. Each figure links to the page it was read from.
This company type
At a glance
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Company limited by shares - the liability of members is limited by the articles of association to the amount unpaid on the shares respectively held by them.
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if its articles restrict members’ rights to transfer shares, limit the number of members to 50, and prohibit any invitation to the public to subscribe
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There is no requirement under the Companies Ordinance that a director must be a Hong Kong resident.
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There is no requirement on the minimum amount of a company's paid-up capital under the Companies Ordinance.
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The application fee for incorporation of a local company having a share capital is HK$1,545.
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Corporations: 8.25% on assessable profits up to $2,000,000; and 16.5% on any part of assessable profits over $2,000,000
Form it
Who registers it
- Registry
- Formed without visiting
- Yes
- Formed online
- Yes
What it takes to form
- A notary
- Not stated
The registry’s and the law’s own pages do not mention it.
- A resident director
- Not required
- Paying up the capital
- There is no requirement on the minimum amount of a company's paid-up capital; the Companies Ordinance does not prescribe a number of shares to be issued.
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There is no requirement on the minimum amount of a company's paid-up capital under the Companies Ordinance.
Own it
Who may own and run it
- Directors
- At least 1 · none need live there · a company may be one
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There is no requirement under the Companies Ordinance that a director must be a Hong Kong resident.
- Shareholders
- At least 1 · at most 50
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if its articles restrict members’ rights to transfer shares, limit the number of members to 50, and prohibit any invitation to the public to subscribe
- Members
- At least 1 · at most 50 · one person may form it alone
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A local company limited by shares shall be formed by at least one founder member.
- A local company secretary
- Required
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If the company secretary is a natural person, he or she must ordinarily reside in Hong Kong.
- A local registered agent
- Not stated
The registry’s and the law’s own pages do not mention it.
Each year, at the registry
- Annual registry fee
- HKD 105 (about €12)
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For a private company, an annual registration fee of HK$105 is payable if the annual return is delivered within 42 days after the most recent anniversary of the date of incorporation
- Accounts on the public record
- No
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Part 3 of Schedule 6 to the Companies Ordinance (Cap. 622), which requires the delivery of certified true copies of financial statements and the accompanying report of the auditors and report of the directors together with the annual return, only applies to public companies and guarantee companies.
- Audit for a small company
- Required
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Audit of financial statements is required for all companies, including companies falling within the reporting exemption, except dormant companies (section 447).
- Audit
- Audit of financial statements is required for all companies, including companies falling within the reporting exemption, except dormant companies (section 447).
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Audit of financial statements is required for all companies, including companies falling within the reporting exemption, except dormant companies (section 447).
Important dates
When each obligation falls due, as the authority states it.
- Business registration, applied for together with incorporation
- Stated; see the note
With Companies Registry (one-stop with the Business Registration Office)
The incorporation application is deemed to be an application for business registration. The first directors who did not sign Form NNC1 must deliver Form NNC3 within 15 days of incorporation (CR incorporation FAQ).
- Annual return
- Each year, on the anniversary of incorporation
With Companies Registry (the Registrar of Companies)
Within 42 days after the anniversary of incorporation. The deadline is unchanged if it falls on a Saturday; the Registrar cannot extend it.
- Annual general meeting
- 9 months after the end of the accounting period
Within 9 months after the end of the accounting reference period for a private company that is not a subsidiary of a public company. A single-member company is not required to hold an AGM (s.612(2)(a)); a company may dispense with AGMs by a resolution of all members (s.613), delivered to the Registrar within 15 days.
- Annual registration fee payable with the annual return
- Each year, on the anniversary of incorporation
With Companies Registry (the Registrar of Companies)
HKD 105 if the annual return is delivered within 42 days after the anniversary.
- Notice of change of directors or company secretary
- 15 days after change of officers
With Companies Registry (the Registrar of Companies)
- Form NR1, notice of change of registered office
- 15 days after change of registered office
With Companies Registry (the Registrar of Companies)
- Annual accounts
- Not in our records
Not stated on cr.gov.hk/en/compliance/annual-return/private-company.htm when checked
What is public
- Directors
- Public
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so that members of the public can have ready access to the latest information of the company kept by the Registrar of Companies.
- Shareholders
- Public
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so that members of the public can have ready access to the latest information of the company kept by the Registrar of Companies.
- Beneficial owners
- To the authorities only
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so that members of the public can have ready access to the latest information of the company kept by the Registrar of Companies.
Tax
Tax on profit
How this company type is taxed, which can differ from its place’s headline rate.
Varies · 8.25–16.5%+5 regimes
Profits tax on profits arising in or derived from Hong Kong; the two-tiered rates apply from the year of assessment 2018/19.
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Corporations: 8.25% on assessable profits up to $2,000,000; and 16.5% on any part of assessable profits over $2,000,000
Work it out on a profit figure: the company’s tax, the owner’s, and what is left.
Special regimes that may apply
- Tax concessions for eligible intellectual property income (patent box) ip box · 5%
Eligible persons deriving eligible intellectual property income from eligible intellectual property — eligible patents, plant variety rights and copyright subsisting in software — for years of assessment beginning on or after 1 April 2023 Inland Revenue (Amendment) (Tax Concessions for Intellectual Property Income) Ordinance 2024, amending the Inland Revenue Ordinance (Cap. 112) - Tax concessions for eligible family-owned investment holding vehicles other · 0%
Eligible family-owned investment holding vehicles managed by eligible single family offices, and family-owned special purpose entities Inland Revenue (Amendment) (Tax Concessions for Family-owned Investment Holding Vehicles) Ordinance 2023, amending the Inland Revenue Ordinance (Cap. 112) - Concessionary rate for qualifying corporate treasury centres other · 8.25%
Qualifying corporate treasury centres, for years of assessment 2016/17 onwards Inland Revenue Ordinance (Cap. 112), concessionary rate for qualifying corporate treasury centres - Concessionary rate for qualifying aircraft lessors and aircraft leasing managers other · 8.25%
Qualifying aircraft lessors and qualifying aircraft leasing managers, for years of assessment 2017/18 onwards Inland Revenue Ordinance (Cap. 112), concessionary rate for qualifying aircraft lessors and aircraft leasing managers - Concessionary rate for qualifying ship lessors, ship leasing managers, ship agents, ship managers and ship brokers other · 0%
Qualifying ship lessors and ship leasing managers (2020/21 onwards) and qualifying ship agents, ship managers and ship brokers (2022/23 onwards) Inland Revenue Ordinance (Cap. 112), concessionary rate for qualifying ship lessors, ship leasing managers, ship agents, ship managers and ship brokers
Whether a company qualifies depends on its activity and conditions set in each statute.
- CFC rules in Hong Kong
- Not in our records
Close it
Closing it
The other end, which most guides leave out.
- Route
- Deregistration of a defunct solvent company (private or guarantee company) on application to the Registrar after a Notice of No Objection from the Commissioner of Inland Revenue; otherwise striking off by the Registrar or winding up.
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Application for Deregistration of Private Company or Company Limited by Guarantee together with a non-refundable fee of HK$420; and
- Statutory fee
- HKD 420 (about €48)
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Application for Deregistration of Private Company or Company Limited by Guarantee together with a non-refundable fee of HK$420; and
Every business in Hong Kong
VAT
- VAT or sales tax
- None levied
Hong Kong has no VAT, GST or sales tax. The Inland Revenue Department's Departmental Interpretation and Practice Notes No. 47 describe a tax system in which only three direct taxes are imposed: profits tax, salaries tax and property tax. A business therefore has no consumption-tax registration, rate or return.
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Since Hong Kong has a simple tax system under which only three direct taxes are imposed (i.e. profits tax, salaries tax and property tax)
Payment and banking services
3 services name Hong Kong on their own list: Paysera, Airwallex, Stripe. Each provider, and what a listing means.
Reference
Its name and code
- Kind
- Private limited companyDerived our grouping, the same words in every country
- Name in law
- Private company limited by shares (Ltd)
- ISO 20275 code
- 254MSecondary GLEIF, Entity Legal Forms code list