Hong Kong

What is the main source of law authorising this entity form?

The main sources of laws authorising private companies limited by shares are the new Companies Ordinance and its subsidiary regulations.

Give a brief summary of the entity form:

Does the entity possess separate legal personality?

A private limited company has a separate legal personality. It is owned by its shareholders and acts through its directors.

(Maximum) period of existence

It enjoys a perpetual life unless action is taken to terminate its existence through a liquidation, winding-up, deregistration or striking off.

Governing document(s)

A private limited company is governed by its constitutional documents, which include the Memorandum of Association (under the old Companies Ordinance (Cap. 32)) and Articles of Association (under the new Companies Ordinance). It may adopt any or all of the model articles provided under Companies (Model Articles) Notice (Cap. 622H) (Model Articles), which include the following mandatory information that must be stated in the articles:

the company name;
the statement that the liability of its shareholders is limited;
the statement that the liability of its shareholders is limited to any amount unpaid on shares held by the shareholders; and
the capital and the initial shareholdings.

Liability of incorporators / shareholders

The shareholders and the directors play different roles in a private limited company. The shareholders have the rights to attend and vote at general meetings, receive the audited accounts with the directors' report and the auditor's report and receive dividends (if so provided under the Articles of Association and declared by the directors).

(Governing) bodies

The board of directors is responsible for managing the company and the directors have the duty to act in good faith for the interest of the company, including exercising powers to call meetings and pass board resolutions.

Other particularities

Can this type of entity be involved in international transactions and restructurings (e.g. cross border mergers, asset acquisitions and divestitures, equity acquisitions, conversions etc.)?

A private limited company may have an objects clause in its constitutional documents. If there is an objects clause, the company must not do any act that is against the objects set out therein. Subject to the above, there is no prohibition against international transactions and restructurings.

Can this type of entity be publicly listed or held, or its securities be issued to members of the public?

Only a public company can be listed on the Stock Exchange of Hong Kong and invite the public to subscribe to its shares. A private company can change to a public company by altering its articles and delivering the following documents to the Companies Registry within 15 days from the date on which the alteration takes place:

Notice of Change of Company Status (Form NAA4); and
a certified true copy of the annual financial statements prepared for the financial year immediately before.

The Notice of Change of Company Status must be signed by any of the directors or the company secretary.

Can this type of entity be used for a non-profit or charitable organization?

It is possible to apply for a charitable status under section 88 of the Inland Revenue Ordinance (Cap. 112), under which the company may be exempted from profits tax. It is, however, more common to use a company limited by guarantee as a vehicle for a non-profit or charitable organisation because of its limited liability status, the lack of any requirement for guarantors to contribute towards the initial working capital and the lack of share capital.

2 INCORPORATION/FORMATION/ORGANIZATION

Give a brief summary of the process of incorporation, formation, or organization, including:

Main documents required

Incorporation

To incorporate a private limited company, the founding members shall deliver the following to the Companies Registry in electronic copy or in hard copy:

Incorporation Form (Form NNC1);
Notice to Business Registration Office (Form IRBR1);
a copy of the Articles of Association; and
the relevant fees which are currently HK$1,545 (if delivered in electronic copy) / HK$1,720 (if delivered in hard copy).

Involvement of notary, company register, governmental authorities

Incorporation Form

The Incorporation Form must contain the company name, the registered address, details of the founder members, the directors and the company secretary and details of the share capital. It must be signed by any one of the founder members and contain a statement of compliance, i.e. that it has complied with all the relevant requirements under the new Companies Ordinance. Further, each of the founder directors must state in the Incorporation Form (to be delivered at the time of incorporation) or in a separate form (to be delivered within 15 days of incorporation) that they have consented to be directors upon incorporation.

Timing (estimate)

Articles of Association

If an application is made electronically, the electronic certificates will be issued within an hour upon receipt of documents and payment of application fee (HK$1,545). If an application is made in person, the certificates will be available for collection within four working days upon receipt of documents and payment of application fee (HK$1,720).

Main costs, including registration and similar fees (excluding legal fees)

Business registration

Under the Business Registration Ordinance (Cap. 310), if a company is involved in any business (including any form of trade, commerce, craftsmanship, profession, calling, or other activity carried on for the purpose of gain), its shareholders or directors must apply for business registration within one month from its date of commencement of business. The applicant must submit a completed Notice to Business Registration Office (Form IRBR1) for the company and pay prescribed business registration fee and levy to the Companies Registry. Depending on the type of business registration certificate (one-year or three-year), the registration fee will range from HK$2,200 to HK$6,020.

Is a description of the anticipated business or purpose of the entity required for incorporation, formation or organization?

Minimum number of incorporators / shareholders and residency requirements

A private limited company must have at least one shareholder. The shareholders can be natural persons or corporate bodies. There is no requirement as to the place of ordinary residence or incorporation for such shareholders.

Minimum number of directors (or other applicable officers) and residency requirements

A private limited company must have at least one director who is a natural person. Provided that it is not a member of a group of companies of which a listed company is also a member, it may elect a corporate body as a director. If the director is a natural person, there is no requirement as to his or her residence but he or she must be at least 18 years of age. Further, the director must not be an undischarged bankrupt nor a subject of a disqualification order. Where the director is a corporate body, there is no requirement as to its place of incorporation.

Minimum share capital, or equivalent, and payment requirements (including opening a bank account)

There is no requirement regarding the minimum amount of paid-up capital or the opening of a bank account.

Is the physical presence of incorporators/directors/shareholders required in the jurisdiction for incorporation, formation, or organisation?

The incorporating members, directors or shareholders are not required to be physically present in Hong Kong. There is a residency requirement for only the company secretary. If the company secretary is a natural person, he or she must ordinarily reside in Hong Kong. If the company secretary is a body corporate, its registered or principal office must be in Hong Kong. As such, for overseas persons, it may be advisable to engage a local professional firm, such as a law firm, an accounting firm, or a company secretary company, for the incorporation and management of the company.

Is a tax identification number, or equivalent, required? If so, how is it obtained?

All businesses that are registered under the Business Registration Ordinance (Cap. 310) will be given a business registration number, which is assigned by the Inland Revenue Department upon registration and will be used as the tax identification number.

3 REGISTERS

What is the title of the applicable company registry?

All companies in Hong Kong are overseen by the Companies Registry, which is a government department under the Financial Services and the Treasury Bureau of the Government of Hong Kong.

What types of information must be filed at the (company) register, and which of them will it be publicly available, e.g.: Articles or other formation document, Articles or other formation document, Group structure, Share capital, Directors, Accounts, Insolvency, good-standing, liquidation, Liens and encumbrances on the shares, Liens and encumbrances on assets of the entity, Other (e.g. litigation, tax matters)

As set out in Question 8, a private limited company must file an Incorporation Form (Form NNC1) and a copy of its Articles of Association with the Companies Registry upon incorporation.

Registers

After incorporation, the company must maintain the following registers and update them when there is any change in particulars:

All the registers are available for inspection by a shareholder without charge or by any other person upon a request made pursuant to the Company Records (Inspection and Provision of Copies) Regulation (Cap. 622I) and upon payment of the prescribed fees.

The Register of Members is the prima facie evidence of share ownership in the company. The company must enter in the Register of Members (i) the names and addresses of its shareholders; (ii) the date on which a person is entered in the register as a shareholder; (iii) the date on which a person ceases to be a shareholder; (iv) the shares held by each shareholder; and (v) the amount paid or agreed to be considered as paid on the shares of each shareholder. The company must update the Register of Members within 2 months after it receives notice of any of the particulars above.

The company must enter in the Register of Directors (i) for a natural person, his or her name, usual residential address and correspondence address and number of the identity card (or if the director does not have an identity card, the number and issuing country of any passport held by the director); and (ii) for a body corporate, the corporate name, and the address of its registered or principal office.

The company must enter in the Register of Company Secretaries (i) for a natural person, his or her name, correspondence address, and number of the identity card (or if the company secretary does not have an identity card, the number and issuing country of any passport held by the company secretary); and (ii) for a body corporate, the corporate name, and the address of its registered or principal office.

A person has significant control over the company if he or she has the right to exercise, or actually exercises, significant influences or control over the company, such as holding more than 25% of the issued shares directly or indirectly.

The company must enter in the Register of Significant Controllers (i) for a natural person, his or her name, correspondence address, number of the identity card (or if the person does not have an identity card, the number and issuing country of any passport held by the person), the date on which he or she becomes a registrable person and the nature of his or her control over the company; and (ii) for a specified entity, its name, address of its principal office, its legal form and the law that governs it, the date on which it becomes a registrable entity and the nature of its control over the company. Register of Charges The company must enter in the Register of Charges (i) every charge specifically affecting property of the company; (ii) every floating charge on the whole or part of the company's property or undertaking; (iii) the amount secured by the charge; (iv) a description of the property charged; and (iv) except in the case of bearer securities, the names of the persons entitled to the charge. Other filings with the Companies Registry The company must file an Annual Return (Form NAR1) with the Companies Registry every year within 42 days after the anniversary of the date of the company's incorporation. Further, the company must file a Notice of Change of Company Secretary and Director (Appointment/Cessation) (Form ND2A) with the Companies Registry if a director or a company secretary is appointed or ceases to hold office within 15 days from the date of the appointment or cessation and update the relevant register. The company must also file a Notice of Change in Particulars of Company Secretary and Director (Form ND2B) with the Companies Registry if there is any change in the particulars of a director or a company secretary within 15 days after the change in the particulars and update the relevant register. Such filings are available for inspection at the e-Services Portal of the Companies Registry. The latest policy from the Government of Hong Kong is that searchers must provide their personal information (including name and identification information), state their purpose, and pay the prescribed fees for search products ordered at the e-Services Portal. To enhance protection of sensitive personal information while keeping up the transparency and usefulness of the Companies Register maintained by the Companies Registry (the "Companies Register"), the new Companies Ordinance has provided for a new inspection regime for personal information on the Companies Register. Previously, the Companies Register contains personal information including, among others, the usual residential addresses (“URAs”) and full identification numbers (“IDNs”) of directors of companies, company secretaries and some other individuals (such as liquidators and provisional liquidators), which are available for public inspection. Similar personal information can also be found in the registers kept by companies which are open for public inspection. Under the new inspection regime, correspondence addresses instead of URAs of directors and partial IDNs instead of full IDNs of directors, company secretaries and other relevant persons would be made available on the Companies Register for public inspection. The URAs and full IDNs (“Protected Information”) would only be accessible by “specified persons” (as defined hereinbelow) upon application. Similarly, companies may withhold from public inspection the Protected Information on the registers they have kept. Pursuant to section 12 of the Companies (Residential Addresses and Identification Numbers) Regulation (Cap. 622N), Protected Information may be disclosed by the Registrar of Companies to the following persons on an application made for the purposes of section 58(3) of the new Companies Ordinance: i. a data subject; ii. a person who is authorised in writing by a data subject to obtain the information; iii. a member of the company; iv. a liquidator; v. a trustee in bankruptcy; vi. a public officer or public body; vii. a scheduled person; viii. a solicitor or foreign lawyer; ix. a certified public accountant (practising); x. a financial institution or Designated Non-Financial Business and Profession (DNFBP) (collectively, the "specified persons"). The New Inspection Regime has been implemented in three phases. Details of the implementation are set out below: i. Phase 1: From 23 August 2021, companies may replace URAs of directors with their correspondence addresses, and replace full IDNs of directors and company secretaries with their partial IDNs on their own registers for public inspection; ii. Phase 2: From 24 October 2022, Protected Information on the Index of Directors on the Companies Register will be replaced with correspondence addresses and partial IDNs for public inspection. Protected Information contained in documents filed for registration after commencement of this phase will not be provided for public inspection. "Specified persons" could apply to the Registry for access to Protected Information of directors and other persons; and iii. Phase 3: From 27 December 2023, data subjects could apply to the Companies Registry for protecting from public inspection their Protected Information contained in documents registered with the Registry (“Withheld Information”), and replace such information with their correspondence addresses and partial IDNs. "Specified persons" could apply to the Companies Registry for access to Withheld Information of directors and other persons. Financial statements and reports As set out in Question 23 below, the directors shall lay the director's report, the auditor's report, and the financial statements of the company before the annual general meeting for each financial year. Such financial statements and reports are not available for public inspection. They are only available for inspection by a director, or a person authorised under a court order. Liquidation and insolvency Any person may, upon request, search the company winding-up records at the Official Receiver's Office. A more common practice is, however, to engage a search agent and to conduct litigation and winding-up searches.

4 GOVERNANCE

What is the title of the executive body and its members? What are their main duties, tasks and responsibilities?

How are the members of the executive body appointed, dismissed and replaced?

Is it possible to appoint corporate directors or must all directors be natural persons?

Is there a requirement to have non-executive directors? How are they appointed, dismissed and replaced? Do non-executive directors serve on a separate body (two-tier structure) or can a one-tier board (with executive and non-executives) be appointed, or is some alternate structure used?

What is the title of the body of owners / shareholders / members, and what are the main tasks / responsibilities / powers of that body?

What are the majority and quorum requirements for decisions by the shareholders? Can they be varied or changed?

Any special governance regimes (e.g. depending on size, being listed at a stock exchange, or other criteria)?

What are the periodic accounting obligations incumbent upon the entity? To whom must those accounts be submitted?

Is the entity permitted to determine its own financial year?

Is the entity subject to any statutory (external) auditor obligations?

Requirements to appoint other persons (officers, secretary, internal auditor / accountants). If so, what are their functions? Are there any residency requirements?

5 OWNERSHIP INTERESTS

What is the title designated for 'ownership interests' (e.g. shares, quota, interests, membership)?

Are different classes of ownership interests possible? If so, what are some examples of different classes?

What documentation is required for the transfer of ownership interests?

Are there any additional formal requirements required for the transfer of ownership (notary, approvals, stamping, filings, corporate records)?

Are there any applicable stamp duties imposed when transferring ownership interests?

How are shares issued? (including information on payment obligations, registration requirements)

Further information on equity contributions, e.g., non-cash payments on shares, (share premium) contributions without issuances of shares, can partially paid shares/ownership interests be permitted and what are the restrictions on them?

Any requirements with respect to share cancellation, share repurchase and other capital reductions

Any requirements with respect to distributions to shareholders?

Can the owners or shareholders adopt a restrictive or governing agreement among themselves such as a Shareholders Agreement?

6 COSTS AND TAXES

Which are the typical annual maintenance costs of maintaining the existence and legal good standing of such an entity (excluding legal fees)?

What are the general corporate tax rates? (Specify if there is a national versus local distinction).

7 SPECIFIC MATTERS WHICH ARE IMPORTANT OR UNIQUE TO THIS JURISDICTION

Summary of any specific matters, e.g. recent or prospective major legal developments

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Chris Williams

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© 2025, Howse Williams. All rights reserved by Howse Williams as author and the owner of the copyright in this chapter. Howse Williams has granted to Multilaw non-exclusive worldwide license to use and include this chapter in this guide and to sublicense Lexis Nexis, a division of RELX Inc. and its affiliates certain rights to use and distribute this Guide.

The information in the Global Business Entities Guide provides a general overview at the time of publication and is not intended to be a comprehensive review of all legal developments nor should it be taken as opinion or legal advice on the matters covered. It is for general information purposes only and readers should take legal advice from a Multilaw member firm.

Publication Date: 2025