Company Formation Register Company FAQs

• How many shareholders are required for a Hong Kong limited company?

  A minimum of one shareholder is required. There are no nationality restrictions for shareholders; both domestic and overseas individuals can serve as company shareholders.

• How many directors are required for a Hong Kong private limited company?

  At least one director is required. Directors must be at least eighteen years old, with no nationality restrictions; individuals from both domestic and overseas can serve as company directors.

• What is the difference between a shareholder and a director?

  The rights and responsibilities of shareholders are as follows：

  • Participating in shareholders’ meetings and enjoying voting rights in proportion to their shareholdings.
  • Being informed about the company’s operational and financial status.
  • Electing and being eligible for election as members of the board of directors.
  • Receiving dividends.
  • Having priority to purchase shares transferred by other shareholders.
  • Having priority to subscribe to new shares issued by the company.
  • Receiving a share of the remaining assets after the company’s liquidation, as per the law.
  • Deliberating and approving the annual audit report at the shareholders’ meeting.
  • Appointing or dismissing directors through the shareholders’ meeting and deciding on matters related to directors' remuneration.
  • Directors' rights and responsibilities include:
  • Being responsible for the company’s daily operations and decision-making.
  • Maintaining accounting books and business records.
  • Managing bank accounts.
  • Representing the company in borrowing loans and using company assets as collateral.
  • Drafting profit distribution plans.
  • Drafting plans to increase registered capital.
  • Convening the general meeting of shareholders.
  • Executing resolutions passed by the general meeting of shareholders.
• Can a shareholder also serve as a director?

  Can

• Is capital verification required for the registered capital of a company?

  Regardless of the amount of registered capital, capital verification is not required.

• What is the difference and relationship between registered capital and issued shares?

  Registered capital must be registered with the government first. Issued shares are the shares issued after the capital registration, so the issued shares will not exceed the registered capital. Shareholders must pay for the issued shares according to the proportion of shares they hold, not based on the registered capital. The company’s future debt liability is also calculated based on the issued shares.

• What does registered capital represent?

  Registered capital has the following significance.

  • Maximum fundraising capacity of the company: The company can raise funds by issuing new shares to existing shareholders or new investors. The higher the registered capital, the more funds the company can raise.
  • Maximum liability of shareholders: If the company is liquidated, the shareholders’ responsibility is limited only to the issued shares that have not been fully paid, not the registered capital.
• What documents are required to set up a Hong Kong limited company?

  Company Formation & Due Diligence Questionnaire

  Customer’s identification document, such as: passport or ID card

  Customer’s proof of address document, such as: bank statement, utility bill, etc. (The issue date must be within 3 months)

• What if there is no address available for registration in Hong Kong?

  You can rent our company’s address as your company’s registered address, for registration and communication purposes, and to receive all company and personal correspondence.

• Can the registered address be changed?

  The company can change the registered address at any time. However, the Hong Kong Companies Registry must be notified of the change within one month using the specified form. If you use our company’s secretarial services, you only need to notify us of the new address, and we will handle the change procedures on your behalf.

• Can all shareholders and directors of a Hong Kong company be non-Hong Kong residents?

  Yes, residents of any country can register a company in Hong Kong. Hong Kong law does not impose any nationality restrictions on the shareholders and directors of Hong Kong companies. Any individual who is at least 18 years old can serve as a shareholder (holding shares in a company registered in Hong Kong) and director. In fact, most offshore company registration jurisdictions do not have any nationality restrictions on shareholders and directors.

• Do I need to come to Hong Kong in person to register my company?

  No need. We will send the relevant company registration documents to your designated location. After you sign them, you can courier all the documents back to us. Alternatively, you can also come to our office to sign the documents.

• What are the conditions that must be followed for the name of a Hong Kong limited company?

  The company name must end with ‘有限公司’ or ‘LIMITED’ in English.

• What are the restrictions on a Hong Kong company name?

  Company names cannot include certain words such as “bank”, “insurance”, “reinsurance”, and others, unless a separate license is applied for; nor can they contain words that might mislead people into thinking the company has any relationship with the Hong Kong government. Apart from that, there are no special legal stipulations regarding company names. For example, companies can use words like “international”, “group”, “holdings”, or “investment”.

• Does the name of a limited company have to contain words related to the nature of the business?

  No, it doesn’t. The Companies Registry does not stipulate that the company name must have any direct or indirect connection with the nature of the business.

• Can a Hong Kong company change its name after it is incorporated?

  Yes, you can change your company name at any time.

• What are the differences between Hong Kong company name selection and China mainland?

  Hong Kong company naming is more flexible, and some names that are difficult to register in mainland China can be registered in Hong Kong as long as they are not duplicates. Regardless of the size of the registered capital, the Hong Kong government allows company names to include words such as international, group, holding, industrial, investment, academy, association, center, foundation, institute, etc. Additionally, you can add your favorite place names, such as France, America, Italy, Japan, Hong Kong, Shanghai, etc., to the front of the company name, or even use your own name and hometown name, fully reflecting personalization.

• To start a company, the green box is a must?

  Stamping: The law requires that it must be kept at the company’s registered address for signing important contracts

  Green Box: Not required

  Square seal: There is no legal requirement, but in practice, almost all companies have one, used by authorized personnel to sign documents on behalf of the company

  Circular print: There is no legal requirement; it is used for daily company operations, such as signing for courier documents

  Articles of Association: The law requires every company to have Articles of Association to be established. You’re asking if it’s necessary to print twenty copies, but it’s not required as long as you keep a record for yourself.

  Stock book: There is no legal requirement; it’s only used to facilitate the issuance of new shares in the future

  Statutory Registers: Required by law, used to store registers of directors, shareholders, secretaries, records of board meetings, shareholder meetings, statutory forms, etc.