Forming an Offshore Company in Hong Kong for Entrepreneurs

Hong Kong Offshore Company - Incorporation Facts

• Company Name: The proposed name of your Hong Kong offshore company must be approved by the Hong Kong Companies Registry, prior to Hong Kong Incorporation.
• Directors:
  • Minimum one director required.
  • Unlimited maximum number of directors.
  • Directors can be natural persons or companies.
  • Directors can be Hong Kong residents or non-residents.
  • Directors can be of any nationality.
  • Nominee directors allowed.

• Shareholders:
  • Minimum one shareholder required.
  • Maximum of 50 shareholders allowed.
  • Shareholders can be natural persons or companies.
  • Shareholders can be Hong Kong residents or non-residents.
  • Shareholders can be of any nationality.
  • Nominee shareholders allowed.
  • 100% local or foreign shareholding allowed.
  • Sole director can act as shareholder.

• Company Secretary:
  • Appointing a company secretary is mandatory by law.
  • Company secretary can be a local individual or corporate resident.
  • A professional qualification is not required.
  • Sole director/shareholder cannot be the company secretary.

• Registered Address: A local physical address that is not a PO Box is required as the registered address of the Hong Kong company.

• Share Capital:
  • Share capital of any amount must be injected into the company's bank account.
  • No bearer shares allowed

• Taxation:
  • Only income “derived from or arising in” Hong Kong is subject to a corporate tax rate of 16.5%. Overseas income or foreign-sourced income is exempt from Hong Kong tax. For details refer to Hong Kong Corporate Income Tax Guide.

• On-going Compliance:
  • The company must adhere to the ongoing compliance requirements for Hong Kong companies including annual audit of company accounts; intimating the Companies Registry of any changes to the company or its members; filing annual returns with the Companies Registry; filing tax returns with the Inland Revenue Department; holding timely AGMs; maintaining company records, accounting records and other business documents; renewing business registration certificate; etc. For details refer to Annual Compliance and Filing Requirements for Hong Kong Companies.

Hong Kong Offshore Company - Incorporation Process

The Hong Kong incorporation and registration process involves two distinct steps:

• Hong Kong company name approval that can be accomplished by filing an application with the Companies Registry and
• Submission of the following incorporation documents to the Companies Registry:
  • Hong Kong Incorporation application form;
  • Hong Kong offshore company’s Articles;
  • Copy of passport, overseas residential address proof, bank reference letter for non-resident shareholders or directors;
  • Copy of Hong Kong identity card for Hong Kong resident shareholders or directors; and
  • Copy of parent company registration documents for corporate shareholders.

It normally takes 3-7 working days to process the application and incorporate a Hong Kong offshore company. For details refer to Hong Kong Company Setup Guide.

After the Hong Kong offshore company is incorporated and registered the following formalities must be complied with:

• File documents with the Companies Registry: Within 14 days of Hong Kong incorporation the following documents must be submitted to the Companies Registry: Appointment notification of directors and secretary; consent to act as director; registered address notification; other documents requested by the Companies Registry.
• Open a corporate bank account: Hong Kong offers several choices of banks with whom you can open a corporate bank account. Most banks require you to be physically present at the time of opening the account. For details refer to Guide to Opening a Corporate Bank Account in Hong Kong.
• Register with Inland Revenue Department: Within one month of Hong Kong Incorporation, the Hong Kong offshore company must register with the Inland Revenue Department and obtain a Business Registration Certificate.
• Apply for Business Licenses (if required): If you plan to conduct business operations in Hong Kong and if your business activity requires a business license, you must obtain the same, prior to commencing business operations. Please refer to our Business Licenses Guide to find out what types of business activities require a business license in Hong Kong.

Hong Kong Offshore Formation - Why you need a professional services firm?

The most popular route to incorporating an offshore company in Hong Kong is by hiring a professional services firm due to the benefits below:

• The firm will collect the necessary documents and information from you and proceed to obtain company name approval for your Hong Kong offshore company.
• The firm will then file the incorporation documents with the Companies Registry and also register the offshore Hong Kong company with the Inland Revenue Department. You will receive a company incorporation kit that includes a company seal, rubber stamp, share certificates, company profile, certificate of incorporation, etc. upon successful registration of the Hong Kong offshore company.
• The firm can also assist you with opening the bank account, obtaining business licenses, procuring a relocation visa and handling ongoing company administration and compliance.

Alternatively, you can also contact a service provider for purchasing a Hong Kong shelf company.