Offshore Company Formation

Do you want to incorporate a company in Hong Kong or elsewhere? We offer fast, simple and professional services with formation packages tailored to your needs.

Incorporation Options

There are 2 options available for Hong Kong offshore company setup:

  1. Registering a new Hong Kong company, or
  2. Purchasing a Hong Kong shelf company
  3. Other location?

Registering a new Hong Kong company

If you want to incorporate a Hong Kong company with a specific name, you can opt for Hong Kong incorporation of a private limited liability company. Hong Kong company registration is simple and easy and can usually be completed within 1 week’s time.

Purchasing a Hong Kong shelf company

If the company name is not crucial and if you cannot afford to wait until a new company is incorporated, you can purchase a ready-made Hong Kong shelf company. A Hong Kong shelf company is a company that has already been incorporated in Hong Kong and put on the shelf to be sold at a later date. A Hong Kong shelf company essentially is a paper company that has been legally registered in Hong Kong and does not possess any assets or liabilities. Once you purchase the shelf company you are free to change its name/ registered address, increase its share capital, appoint a director/ shareholder/ company secretary. Businesses that opt for a shelf company are those that need to do business fast (such as applying for a tender or entering into business deals) and require a Hong Kong company registration number immediately. Shelf companies that are several months or years old are useful in conveying corporate longevity, communicating to stakeholders that the company has been around for a while. Note that Hong Kong shelf companies are often more expensive than incorporating a new Hong Kong 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 1 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 1 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

Ongoing compliance: The company must adhere to the ongoing compliance requirements for Hong Kong companies including the following (please also refer to the “Compliance” tab within this website for more detailed information):

  • Annual audit of company accounts
  • Informing 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

Incorporation Process

The Hong Kong incorporation process involves 2 distinct steps:

  1. Hong Kong company name approval that can be accomplished by filing an application with the Companies Registry, and
  2. 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
  • Copy of parent company registration documents for corporate shareholders

It normally takes 4-7 working days to process the application and incorporate a Hong Kong offshore company.

After the Hong Kong offshore company is incorporated 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.

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.

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