Hong Kong Private Company Limited - An Introduction -

Private Limited Company

This form of company is popularly adopted by foreign companies in Hong Kong.
Private limited companies are subject to the regulations of the Companies Ordinance, Chapter 32, 1984. Except for the banking and insurance trades, permission to engage in business activities is not required.

Summary of the Important Legal Requirements

The company must have at least one shareholder. Either individual(s) or company(ies) may hold the share(s). The shareholder(s) is/are not required to reside in Hong Kong. The liability of the shareholder(s) is/are limited to the paid-up capital. There is no minimum requirement for the authorised or paid-up capital.

The company must nominate at least one director, who may be either an individual or a nominee company. The director does not have to be a resident of Hong Kong. Appointment of a Hong Kong resident or a company incorporated in Hong Kong as Company Secretary is required. They are responsible to the Registrar of Companies for administering the company’s statutory records.

The number of shareholders is limited to 50, excluding employees and former employees. A private limited company cannot offer any shares to the public. The right of transfer of share(s) is limited and requires the approval of the director(s).

The following details have to be registered with the Registrar of Companies and are thus available to the public:-

Memorandum and Articles of Association (setting out in detail the purpose of the company and the administration of the company; issue and transfer of shares; nomination and dismissal of directors; as well as procedures at shareholders’ and directors’ meetings); registered office address; capital (authorised and paid-up); shareholders and shares taken up; directors; Company Secretary, and mortgages and encumbrances of the capital of the company.
 

Procedure of Establishment

The incorporation of a private limited company takes about 2-3 weeks. After the Registrar of Companies issues the Certificate of Incorporation, a Business Registration Certificate will be obtained upon payment of a fee to the Business Registration Office. Personal presence in Hong Kong for the establishment of a private limited company is not required. In urgent cases, however, it is possible to take over already established, non-active companies (“shelf companies”).

Apart from the private limited company, the establishment of a branch office or a representative office is an alternative route for having a business presence in Hong Kong.
 

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