Differences Between Limited and Unlimited Companies in Hong Kong

Basic Requirements for Setting up a Limited Company in Hong Kong

According to the Companies Ordinance, the following are the basic criteria for incorporating a private limited company in Hong Kong:

1. Company Structure and Members

• At least one director (must be aged 18 or above; no nationality restrictions).

• At least one shareholder (can be the same person as the director).

• One company secretary

  • If there is only one director, that director cannot act as the company secretary.

  • If the company secretary is a corporate entity, it must be a Hong Kong company and possess a valid Trust or Company Service Provider (TCSP) license.

2. Registered Company Address

• A valid Hong Kong address must be provided as the company's registered address.

• This address is used for receiving statutory documents from the relevant departments such as the Companies Registry and Inland Revenue Department (IRD).

• The use of a virtual office or address service provider is legal in Hong Kong, but the provider must hold a TCSP license.

3. Company Name

• Names can be in Chinese, English, or both.

• The name must not duplicate an existing company or include restricted or misleading words.

• Private limited companies must include "Limited" or "有限公司" in their names.

Documents Required to Set Up a Limited Company in Hong Kong

The following documents are typically required:

• Proposed company name (must include an English name).

• Copies of identity cards or valid passports for all directors and shareholders.

• Address proof of directors and shareholders (usually within the last three months).

• Registered company address details.

• Information about the company secretary.

• Details of share capital structure and share allocation arrangements.

General Steps to Incorporate a Limited Company in Hong Kong

• 1. Verify and Prepare Information

     • Confirm the availability of the proposed company name and conduct a name search.

• 1. • Prepare the required documents, such as:

       • Identity documents of directors and shareholders.

       • Registered company address.

       • Details of share capital and share allocation.

  2. Sign and Submit Documents

     • Sign the statutory incorporation documents.

     • Submit the documents to the Companies Registry for registration:

       • Paper filing generally takes around 5 working days for approval.

       • Electronic registration can be completed in as fast as 1 day

  3. Obtain Registration Documents

     • • Upon successful registration, the company will receive the following documents:

         • Certificate of Incorporation (CI).

         • Business Registration Certificate (BR).

Post-Incorporation Requirements for Hong Kong Limited Companies

After setting up a limited company, the following arrangements should be made as per business needs:

1. Opening a Company Bank Account

   While it is not mandatory to open a company bank account immediately after incorporation, it is recommended to set one up before starting operations. Using a company bank account enhances financial transparency and simplifies accounting and auditing tasks.

2. Setting Up Accounting Records and Tax Arrangements

• Under the Companies Ordinance, all limited companies must maintain proper accounting records and file annual Profits Tax Returns (BIR51) with the IRD.

• Companies are required to conduct annual audits and submit audited financial statements.

3. Other Compliance Requirements

• Submission of an Annual Return (NAR1) to the Companies Registry each year.

• Updating details with relevant authorities in case of business operations or personnel changes.

• Renewal of the Business Registration Certificate (BR).

• Reporting employee salaries to the IRD and enrolling in a Mandatory Provident Fund (MPF) scheme for employees if applicable.