Incorporating a Private Limited Company in Hong Kong

Name

Generally speaking, a Hong Kong limited company can be incorporated with any name (except for names which are the same as existing company names) and it must be incorporated with an English name or a Chinese name or both.

A Chinese name may be a translation or transliteration of the English or wholly unconnected, but must end with the characters for 'limited company' as in the case of English name requiring the name must be ended with the word "Limited" except for charitable organization and with the approval of the Registrar of Companies.

Memorandum and Articles of Association

The memorandum of association may set out, among other things, the objects and powers of the company.

The Articles of Association are the regulations or by-laws of the company. The company may either incorporate the regulations contained in Table A of the Companies Ordinance (which contains standard articles) or adopt its own set of regulations in the articles themselves subject to the law. Articles may include a wide range of special provisions to meet individual situations, such as special classes of shares, and pre-emptive rights on the transfer of shares.

Subscriber Shareholder

Every company must have at least one shareholder which can be either persons or corporations, with no residency requirements. A person or corporation must subscribe to the memorandum and articles of association and thereby become the first shareholder of the company upon its incorporation.

Authorized and Issued Share Capital

The amount of share capital with which the company is to be registered must be stated as well as the par value of the shares. The capital can be denominated in any currency. There is no minimum requirement as to the amount of authorized share capital. Shares may be issued either fully-paid or partly-paid.

A capital fee is payable to the Government on the nominal amount of the authorized share capital and a fee at the same rate is payable on the amount of any premium on the issue price of shares over their par value.

Registered Office

The company must have a registered office in Hong Kong.

Timing

Normally, it will take approximately 7 working days for a company to be incorporated.

Matters to be dealt with after incorporation

Appointment of Directors

A private company must have at least one director and there is no residency requirement. The first directors are generally appointed by the subscribers to the memorandum and articles. In the case of a...