Company law in Hong Kong provides the legal framework for the formation and operation of companies in the Special Administrative Region. The primary legislation governing companies in Hong Kong is the Companies Ordinance (Cap. 622). Here's an overview of the provisions of Hong Kong's company law, the types of business entities available, the procedure for incorporation of a company, applicable forms, required documents, registration fees, and taxation under Hong Kong tax laws:

Provisions of Hong Kong Company Law:

1. Companies Ordinance: The Companies Ordinance is the main piece of legislation governing companies in Hong Kong. It prescribes the rules and regulations for the formation, operation, and dissolution of companies.
2. Types of Business Entities: Hong Kong company law recognizes several types of business entities, including private companies limited by shares, public companies, and limited liability partnerships (LLPs).

Procedure for Incorporation of a Company:

1. Choose a Company Name:

• Choose a unique company name that is not already registered in Hong Kong.

2. Appoint Directors and a Company Secretary:

• A company must have at least one director and a company secretary, who can be an individual or a corporate entity.

3. Share Capital:

• Determine the share capital structure of the company.

4. Prepare the Company's Articles of Association:

• Draft the company's articles of association, which define the internal regulations and governance of the company.

5. Registered Office:

• Have a registered office address in Hong Kong where the company's statutory records will be kept.

6. Register with the Companies Registry:

• Submit the required incorporation documents to the Companies Registry, which include the application for incorporation, the articles of association, and other relevant forms.

7. Pay the Registration Fee:

• Pay the prescribed registration fee to the Companies Registry.

8. Receive Certificate of Incorporation:

• Once the application is approved, the Companies Registry will issue a Certificate of Incorporation, and the company is officially registered.

Forms Applicable for Registration:

The specific forms required for company registration may vary based on the type of company and its particulars. Commonly used forms include:

• Form NNC1 (for company incorporation)
• Form NNC1G (for public companies)
• Form D1 (for appointment of first directors and company secretary)
• Form NAR1 (for notification of situation of registered office)
• Form ND2A (for notification of particulars of directors and company secretary)

Required Documents:

The key documents required for company incorporation in Hong Kong include:

• Articles of association
• Director and company secretary particulars
• Share capital structure
• Registered office address details
• Personal identification documents of directors and company secretary
• Any other relevant documents based on the specific nature of the business

Registration Fees:

The registration fee for company incorporation in Hong Kong varies based on the company's share capital. It is higher for companies with a higher share capital.

Taxation under Hong Kong Tax Laws:

Hong Kong is known for its favorable tax regime, characterized by low tax rates and a territorial tax system. Key aspects of taxation in Hong Kong include:

• Profits Tax: Companies in Hong Kong are subject to profits tax on their assessable profits. The current standard profits tax rate is 16.5%.
• Territorial Taxation: Hong Kong adopts a territorial tax system, meaning that only profits derived from Hong Kong are subject to tax. Profits earned outside of Hong Kong are generally not taxed.
• No Capital Gains Tax: Hong Kong does not impose capital gains tax on the sale of assets or investments.
• No Value Added Tax (VAT) or Goods and Services Tax (GST): Hong Kong does not levy VAT or GST on goods and services.
• Double Taxation Relief: Hong Kong has entered into double taxation agreements with various countries to prevent double taxation of income.

You may seek advice from our professional who will help you to guide you about the latest regulation of the Inland Revenue Department in Hong Kong, the most up-to-date and detailed information on taxation and compliance requirements, as tax laws and regulations can change over time.