Offshore Companies: Hong Kong
BACKGROUND | COMPANY FORMATION | SHARES, TAXATION AND OTHER MATTERS
MANAGEMENT STRUCTURE | CORPORATE HIGHLIGHTS

BACKGROUND
Hong Kong is on the south east coast of China and consists of a large number of islands and a part of the mainland totaling approximately 1,025 sq km. The principal areas are Hong Kong Island, Kowloon and the New Territories. These areas were ceded to Britain in perpetuity in 1842 under the treaty of Nanking, and in 1898, the New Territories were leased by Britain from China for a period of 99 years. On 1 July 1997 all of Hong Kong reverted back to China and became a Special Administration Region "SAR" within the People’s Republic of China (PRC).

POPULATION
The population of Hong Kong is currently 6.3 million made up principally of people of Chinese origin and is one of the most densely populated areas in the world.

POLITICAL STRUCTURE
Until 1 July 1997, Hong Kong was a British Crown Colony. A governor appointed by the Queen presided over the Hong Kong government, which consisted of the executive and legislative councils.

On 1 July 1997 Hong Kong elected its own legislature and maintained its court structure. The head of the government of the Hong Kong Special Administrative Region will be the Chief Executive of the region. The Legislative Council is the legislature of the Region.

INFRASTRUCTURE AND ECONOMY
Separating Hong Kong Island and the Kowloon peninsular is Victoria Harbour, which is recognised internationally as one of the world’s perfect natural harbours. It varies in width from two to ten kilometres. An additional 13,517 sq km of land has been reclaimed in the New Territories to provide additional dockyard and warehousing facilities. It is estimated that 100,000 containers per month pass through the port.

Hong Kong is the leading South East Asian centre for both finance and commerce and ranks as the world’s third largest financial centre after New York and London. There are more than 160 licensed banks with 128 foreign banks having representative offices in Hong Kong and a further 225 licensed deposit taking Finance Companies all of which play an active role in the financing of international trade and commerce.

LANGUAGE
The official languages are English and Chinese, with English being used in the commercial and political context and Cantonese Chinese used widely in industry and domestic trade.

CURRENCY
The Hong Kong Dollar which is officially pegged to the US Dollar.

EXCHANGE CONTROL
None.

TYPE OF LAW
Common Law based on English Common Law.

PRINCIPAL CORPORATE LEGISLATION
Companies Ordinance (Cap 32).

COMPANY FORMATION

TYPE OF COMPANY FOR INTERNATIONAL TRADE AND INVESTMENT
Private Company limited by Shares.

PROCEDURE TO INCORPORATE
Submission of Memorandum and Articles of Association and a Declaration of Compliance. A Notice of Situation of Registered Office is also required to be filed. This can either be done at the time of filing the Memorandum and Articles of Association and Declaration of Compliance, or within fourteen days of the date of incorporation.

RESTRICTIONS ON TRADING
Cannot undertake banking or insurance activities or solicit funds from or sell its shares to the Public.

POWERS OF COMPANY
A Hong Kong Company has all the powers of a natural person.

LANGUAGE OF LEGISLATION AND CORPORATE DOCUMENTS
English, but Chinese Characters may be added if desired.

REGISTERED OFFICE REQUIRED
Yes, must be maintained in Hong Kong.

NAME APPROVAL REQUIRED
It is not possible to reserve a name. It is essential to check that there is no similar or identical name on the register, which would prevent the company being incorporated.

SHELF COMPANIES AVAILABLE
Yes, but allow ten business days for receipt of documentation.

TIME TO INCORPORATE
Approximately two weeks from the submission of documentation, plus additional ten business days for receipt of documentation.

NAME RESTRICTIONS
A name that is similar to or identical to an existing company. A name that constitutes a criminal offence or is otherwise contrary to the public interest. A name that implies royal or government patronage.

NAMES REQUIRING CONSENT OR A LICENCE
Building society, Chamber of Commerce, chartered, co-operative, imperial, kaifong, mass transit, municipal, royal, savings, tourist association, trust, trustee, underground railway, bank, insurance, assurance, reinsurance, fund management, asset management and investment fund.

SUFFIXES TO DENOTE LIMITED LIABILITY
Limited.

DISCLOSURE OF BENEFICIAL OWNERSHIP TO AUTHORITIES
No.

SHARES, TAXATION AND OTHER MATTERSS

AUTHORIZED AND ISSUED SHARE CAPITAL
The standard authorized share capital is HK$ 1,000. The minimum issued capital is two shares of par value.

CLASSES OF SHARES PERMITTED
Ordinary shares, preference shares, redeemable shares and shares with or without voting rights.

BEARER SHARES PERMITTED
No.

OTHER SHARES PERMITTED
Deferred, founders’ and management shares.

TAXATION
The principle of Hong Kong income tax is that it is a tax on income that has its source in Hong Kong rather than a tax based on residence. Hong Kong does not therefore impose tax on non-Hong Kong source income even when remitted to Hong Kong.

Consequently, if a Hong Kong company’s trading or business activities are based outside Hong Kong no taxation will be levied.

Hong Kong companies with Hong Kong source income currently pay a rate of taxation on profits of 16%.

DOUBLE TAXATION AGREEMENTS
Hong Kong has no double tax agreement with any country, with the exception of a limited treaty with the United States of America relating to shipping matters only.

LICENCE FEES
The Business Registration Fee (BRF), currently HK$ 2,250, is due and payable within one month of the date of incorporation and then annually on the anniversary of the first payment.

FINANCIAL STATEMENT REQUIREMENTS
A Hong Kong company must keep accounting records, which may be kept at the registered office address or elsewhere at the discretion of the directors. Every company must appoint an auditor who must be a member of the Hong Kong Society of Accountants and hold a practicing certificate. Although there is no requirement to file accounts with the Registrar, there is a requirement to file accounts with the tax authorities.

MANAGEMENT STRUCTURE

DIRECTORS
The minimum number of directors is two, who may be natural persons or bodies corporate. They may be of any nationality, and need not be resident in Hong Kong.

COMPANY SECRETARY
A Hong Kong company must appoint a company secretary, who may be a natural person or a body corporate, but the company secretary must be resident in Hong Kong.

SHAREHOLDERS
Minimum number of shareholders is two.

CORPORATE HIGHLIGHTS

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