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Company Registration: The Hong Kong Limited Liability Company

Hong Kong (HKG) is based on Common Law and the governing law for HKG entities is the Ordinance 1984 with the most commonly used form of business entity being the Hong Kong Limited Liability Company (HKG LLC) whereby the liability of the beneficiaries of the company is limited to the amount, if any, unpaid on their respective shares, in other words the liability of the members is limited up to the amount contributed to the capital of the company.

 

The information below relates to HKG LLC registration procedure and the information & documentation that must be provided to our Law Firm by the client in order to register a HKG LLC:

 Company name  

A company name that can be a non-English name and that must end with ‘Ltd’ and the name application must be completed prior to company registration and takes approximately 2-3 working days.

Directors, Shareholders, Secretary & Registered Office

Details of beneficial directors and shareholders such as nationality, country of residence, address, profession etc.

 

Scanned and notarized copy of the passport of the directors and beneficiary shareholders.

 

Scanned copy of a recent (not older than 3 months) utility bill, i.e. electricity bill, being proof of residence of the beneficiary shareholders and the directors.

 

The HKG LLC can be incorporated with one director, directors can be individuals or companies and there is no requirement for a local resident director.

    

The HKG LLC can be incorporated with one shareholder, the maximum number being 50, and shareholders can be individuals or companies.

 

The HKG LLC can be incorporated with 100% foreign ownership.

 

The HKG LLC can be incorporated with nominee directors and/or nominee shareholders provided relevant Nominee Agreements & Deed of Indemnity are signed in favor of our Law Firm.

  

The HKG LLC can hold the annual meetings anywhere.

    

The HKG LLC must be incorporated with a local secretary who can be a natural person or a HKG company and its task is to keep and file corporate document with the Registrar of Companies.

 

The HKG LLC must be incorporated with a registered office where a register of directors, shareholder, secretary and minutes of general and director meetings are kept and this is provided by the agent in Hong Kong.

 

The HKG LLC cannot be subject to re-domiciliation.

  

After completion of this section of the process a director and shareholder have to sign the company registration forms and return to our Law Firm the original which will then be submitted to the Companies Registry of Hong Kong.

 

 

Activity

The HKG LLC can have any legal activity with, however, restrictions on trading other than the inability to undertake banking and insurance activities.

 

 

Share Capital  

The standard authorized share capital is HK$ 10, 000.

 

The minimum paid-up share capital is HK$ 1.

 

A HKG LLC can issue Ordinary Shares and Preference Shares and Share premium is allowed, however, share premium is a subject to capital duty of 0.1%.

 

The transfer of shares in a HKG LLC must be done via relevant instrument of transfer.

  

All changes have to be filed with the Registrar of Companies within a month from a date of a change.

 

Bearer shares are not allowed.

 

 Confidentiality

The HKG LLC can be incorporated with nominee directors and/or nominee shareholders.

 

The names of the directors and the shareholders are publicly accessible therefore HKG LLCs are usually registered with nominee directors and nominee shareholders so that it is they who appear instead in the public records.

 

 Time schedule & delivery

The process of company registration & apostil takes a minimum of 10 working days, plus the time to deliver the company via express courier (DHL).

 

The corporate documents of the HKG LLC will be sent via express courier (DHL) to the client together with the relevant invoice. Banking documents and Nominee Agreements & Deed of Indemnity to be signed and returned to our Law Firm will be added to the courier in the event the client has requested the opening of a bank account and nominee directors and/or shareholders for confidentiality. 

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