Companies

Hong Kong companies are incorporated pursuant to and governed by the Hong Kong Companies Ordinance. Most companies are private companies limited by shares. Unlimited companies and companies limited by guarantee may also be incorporated. Portcullis TrustNet can provide Hong Kong companies incorporated specifically to client instructions. Alternatively, shelf companies are immediately available and can be restructured as directed. Following are some requirements for Hong Kong companies:

• Company names which are the same as or similar to existing names are not permitted. Use of the words "Royal", "Bank" or "Trust" should be avoided except in specific situations. The name of a company and most provisions of the memorandum and articles can be changed within 3 to 4 weeks.
  
• There is no minimum share capital requirement. Share capital can be denominated in currencies other than Hong Kong dollars and multiple currency share capital is permitted. Separate classes of shares with different rights to dividends and in different currencies are permitted. A minimum of one shareholder is permitted.
  
• Companies may have only one director. It is not necessary that any of the directors be resident in Hong Kong. The directors may be corporate. Particulars of the directors and secretary must be filed with the Registrar.
  
• There must be a secretary resident in Hong Kong. The secretary may be an individual or a corporation but not a sole director.
  
• Every company must have a registered office in Hong Kong.
  
• Every company must hold an annual general meeting within 18 months of incorporation and at least once every calendar year there after to receive the accounts and elect and appoint officers.
  
• Within 42 days of the anniversary date of incorporation an annual return of a private company having a share capital must be filed with the Registrar.
  
• Every Hong Kong Company must have an annual audit performed by a qualified independent auditor.
  
• Any company registered in Hong Kong is required to obtain a business registration certificate and be registered with the Inland Revenue Department.
  
• Any company potentially liable to profits tax will be issued with a tax return for completion at the end of each tax year. This should be submitted with audited accounts within one month of issue.

The above is only intended as a general outline of some of the significant features of the laws relating to Hong Kong companies. Should you require any further information, please contact Portcullis TrustNet (Hong Kong) Ltd.

Registration of Foreign Companies
Companies incorporated outside Hong Kong and wishing to establish a place of business or branch in Hong Kong may do so by registering as an "Overseas Company" under Part XI of the Companies Ordinance and obtaining a business registration certificate.