Register a company in Hong Kong

Hong Kong as a jurisdiction for international business

Hong Kong is suitable for companies that work with clients, suppliers, and partners in Asia, conduct international trade, develop e-commerce, IT, consulting, logistics, or financial technologies. The jurisdiction combines a common law system, free movement of capital, developed financial infrastructure, and the territorial principle of taxation.

At the same time, registering a legal entity is only the first stage. For a full-fledged launch, it is necessary to plan in advance the ownership structure, sources of profit, corporate account, accounting, audit, tax position, and necessary licenses.

What needs to be determined before company registration

1. Business model. Types of goods or services, geography of clients, suppliers, warehouses, personnel, and core operations.
2. Ownership structure. Shareholders, director, distribution of shares, corporate rights, management procedure, and disclosure of controlling persons.
3. Source of profit. Where contracts are concluded, services are performed, purchases and sales are made, and key decisions are made.
4. Account and payments. Expected turnover, currencies, payment countries, average transaction size, and appropriate banks or payment providers.
5. Regulatory status. Whether a license is required for transfers, currency exchange, e-wallets, investment, or virtual asset services.

Which business form to choose

For most trading, IT, service, and e-commerce projects, a Private Company Limited by Shares is used. Shareholders are liable for the company’s obligations to the extent of agreed contributions, and the company itself is a separate legal entity.

The final choice depends on the liability of the owners, plans to attract investors, the tax structure of the group, banking compliance, and possible licensing.

Main requirements for a company in Hong Kong

How the company registration takes place

1. Business model analysis. We determine the structure, owners, director, geography of operations, tax model, account, and the need for licenses.
2. Name check and corporate KYC. We check the name and collect documents of shareholders, directors, and beneficiaries.
3. Preparation of constituent documents. We form the Articles of Association, capital structure, distribution of shares, and resolution on the appointment of officers.
4. Submission to the Companies Registry. We submit an application for incorporation and simultaneous business registration.
5. Corporate kit. We receive the Certificate of Incorporation, Business Registration Certificate, articles, and corporate registers.
6. Account and operational launch. We prepare the banking package, accounting model, contracts, invoices, and necessary licensing documents.

Taxes for a company in Hong Kong

If a company is part of a group of connected entities, the right to the 8.25% rate can usually be used by only one nominated company of the group.

Offshore claim: when profit may not be taxed

Hong Kong applies the territorial principle: Profits Tax is levied on profits sourced in Hong Kong. If the operations directly generating profit are carried out outside of it, the company can justify the foreign source of the relevant income.

For a trading business, the place of negotiation and conclusion of contracts, personnel functions, and organization of deliveries may be analyzed. For a service company, it is important where the services were actually performed and the operations generating income were carried out.

Prikhodko & Partners helps build a tax position before starting operations: determining operational functions, preparing contracts, document flow rules, and a list of evidence to justify the source of profit.

FSIE for international groups

For companies belonging to an international group, the Foreign-sourced Income Exemption regime must be checked separately. It may apply to certain foreign interest, dividends, intellectual property income, and disposal gains received in Hong Kong.

Depending on the type of income, requirements regarding economic substance, participation in a subsidiary, nexus with IP activities, or intra-group restructuring may apply for exemption.

Opening a corporate account

An account is not opened automatically after incorporation. The bank or payment provider independently checks the ownership structure, beneficiaries, origin of funds, business model, expected turnovers, payment countries, and the company’s connection with the Asian market.

For banking KYC, the following are usually prepared:

• documents of shareholders, directors, UBOs, and related companies;
• confirmation of source of funds and source of wealth;
• description of the product, clients, suppliers, and contract model;
• forecast of turnovers, currencies, payment countries, and average transaction size;
• confirmation of economic connection with Asia;
• AML/KYC and sanctions procedures for regulated or high-risk businesses.

We prepare the banking package and submit applications to institutions whose profile matches the client’s business model. The final decision on opening an account is made by the specific financial institution.

When a company needs a license

A Business Registration Certificate confirms business registration but does not replace a special license. Regulatory status depends on actual services, clients, and the method of moving funds.

• MSO Licence. Required for the professional provision of currency exchange or money transfer services. Regulator — Customs and Excise Department.
• SVF Licence. May be required for a multi-purpose e-wallet or other stored value facility. Regulator — HKMA.
• SFC Licences. Apply to brokerage activities, investment consulting, asset management, and other regulated activities.
• VATP Licence. Required for centralized platforms for trading virtual assets in Hong Kong or active marketing of such services to local investors.
• TCSP Licence. Required for a company that professionally provides third parties with company registration, administration, or trust services.

Before applying for registration, we analyze the regulatory perimeter of the project so that the corporate structure, management, office, personnel, AML/KYC, and financial model meet the requirements of the relevant regulator.

Annual company maintenance

• Corporate secretary. Maintaining corporate registers, monitoring deadlines, and filing change notifications.
• Annual Return. Annual filing of the NAR1 form with the Companies Registry within the established period.
• Business Registration. Timely renewal of the Business Registration Certificate and updating business information.
• Accounting. Recording income, expenses, invoices, bank transactions, assets, and mutual settlements.
• Audit and Profits Tax Return. Preparation of financial statements, conducting an audit, and filing a tax return.
• Significant Controllers Register. Updating information about persons who directly or indirectly control the company.

Even a company claiming offshore-sourced profits or not conducting active operations is not automatically exempt from corporate administration, accounting, and submitting the prescribed reports.