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Hong Kong: Types of Company

Private Company Limited by Shares

Corporate entities are governed by the provisions of the Hong Kong Companies Ordinance 1984 which brought the territory's company law into line with United Kingdom company law. Their key features are as follows:

  • The minimum number of subscribers and shareholders is two; if the number of shareholders falls to one, the remaining shareholder is personally responsible for the company debts;
  • There is no minimum authorized or issued share capital requirement;
  • Shares of no par value and bearer shares are not permitted;
  • Shares can be issued at a premium or discount (if sanctioned by the court);
  • A company may purchase its own shares out of distributable profits; 
  • Nominee shareholders, directors and secretary are permitted;
  • The minimum number of directors is two; corporate directors are permitted (unless the company is a public company);
  • The articles can provide that the directors' liability for the company be unlimited; 
  • Every company must have a secretary which can be an individual or a corporate body, but must be resident in Hong Kong;
  • Meetings can be held anywhere in the world;
  • Accounts must be prepared, filed and audited; 
  • The migration and re-domiciliation of corporate entities to or from a foreign jurisdiction is not permitted;
  • Annual returns must be filed.

The Articles of Association of a private company must restrict the right to transfer shares, must limit the number of members to fifty (excluding employees), must prohibits any invitation to the public to subscribe for any shares or debentures of the company.

Every Hong Kong company must register annually under the Business Registration Ordinance. If the application for re-registration id delivered within 42 days after the anniversary of incorporation the fee is HKD105. However, the annual fee rises considerably if the registration documents are delivered after 42 days, up to a maximum of HKD3,480 if the registration documents are delivered more than nine months after the anniversary of incorporation.

 

 

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