Setting up a company in Hong Kong services

Hong Kong’s prime geographical location in Asia has made Hong Kong a major economic hub and an important trade bridge between China, Southeast Asian countries and the rest of the world. Hong Kong is not only a large consumer market but also a solid platform for businesses to access China’s huge market. With its adjacent location and favorable policies, businesses can easily participate in the global supply chain, taking advantage of China’s abundant production resources and modern infrastructure. With widely signed free trade agreements (FTAs), businesses established in Hong Kong will enjoy many preferential tariffs, customs procedures and other trade regulations, helping to minimize costs and barriers in business operations. In addition, Hong Kong is also an important gateway for businesses to expand their business into Southeast Asian countries. With rapid economic growth and a growing middle class, Southeast Asian countries such as Vietnam, Indonesia, Thailand… are becoming potential markets. Setting up a headquarters in Hong Kong will help businesses shorten the geographical, cultural and language gaps, thereby making it more convenient to penetrate and exploit these markets. Viet An Law would like to introduce to customers the following package of company establishment services in Hong Kong.

Pre-setting up consulting services in Hong Kong

Need to make sure there is a company secretary

The requirement to have a company secretary in Hong Kong is a mandatory requirement for businesses incorporated and operating here. The appointment of a company secretary plays an important role in ensuring compliance with legal regulations and maintaining the effective operation of the business.

Why is a company secretary needed in Hong Kong?

• Compliance with the law: This is a mandatory requirement under Hong Kong law. The company secretary is responsible for ensuring that the company complies with the regulations on business registration, financial reporting, and other legal obligations.
• Contact with state agencies: The company secretary is the legal representative of the company in transactions with state agencies such as the Enterprise Registration Department, the tax department,…
• Record keeping: The company secretary is responsible for archiving the company’s records and books such as meeting minutes, shareholder registers, financial statements, etc. as prescribed by law.
• Notification of changes: The company secretary is responsible for notifying state agencies of changes in the company’s information such as change of address, change of shareholders, directors, etc.
• Ensure continuity of operations: The company secretary plays an important role in ensuring the continuity of the company’s operations, especially in the event of a change in senior personnel.

Requirements for the Company Secretary

• Individual: Must be permanently resident in Hong Kong.
• Legal entity: Must be a company registered in Hong Kong and have a corporate and trust services (TCSP) license.

Legal representative of the company (designated representative)

The legal representative of the company, also known as the appointed representative, is an individual authorized to exercise the rights and obligations of the company under the law. This person plays an important role in representing the company in transactions, signing contracts, resolving disputes, and performing other legal obligations.

Role of legal representative:

• Company Representative: Exercise the rights and obligations of the company before the law and before third parties.
• Signing contracts: Representatives of the company sign economic contracts, labor contracts and other types of contracts.
• Participation in proceedings: Representing the company in litigation and arbitration.
• Asset management: Manage and use the company’s assets in accordance with the law and the company’s charter.

Requirements for legal representatives:

• Full civil act capacity: Must be of full age as prescribed by law and not restricted in civil act capacity.
• No loss of civil act capacity: Not declared by the court to have lost civil act capacity or limited civil act capacity.
• Not Convicted: Not convicted of a crime.
• Not bankrupt: Not declared bankrupt.

Consulting services when setting up a company in Hong Kong

Documents to be prepared

• Company Charter: This is the most important document, regulating the structure, operations and management of the company. The Charter needs to comply with the laws of Hong Kong and be drafted in a clear and accurate manner.
• Registration Form: This form provides basic information about the company such as company name, address, business activities, shareholders, directors, and secretary.
• Notice: It is a written notice to the company registration department about the establishment of the company.

Where to submit your application

• Company Registration Department: Investors can submit their applications directly at the Company Registration Office or by post.
• “e-Registry” web portal: Investors can also apply online here.

Application Fee

The business registration fee and tax fees are HK$2,200 ($281) for a one-year certificate and HK$5,870 ($751.6) for a three-year certificate, between 2024 and March 31, 2025

Post-setting up consulting services in Hong Kong

Notes on annual tasks

A corporation is an independent legal entity, meaning it is a separate legal person from its owners. The benefit of limited liability through operating as a limited liability company also brings the obligation to comply with various provisions in the Companies Law (Cap. 622). These obligations include the timely disclosure and reporting of specific information about the company, its officers and shareholders, etc., and any changes in such data to the Business Registry so that the public can easily access the latest information of the company held by the Business Registry.

The annual compliance requirements of a Hong Kong company include:

• Submit annual reports;
• Extension of business registration;
• Annual General Meeting of Shareholders;
• Appointment of auditors;
• Prepare audited financial statements; and
• Update changes to the company structure with the Business Registry.