[ESTABLISHING A BUSINESS ENTITY IN HONG KONG]
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director of which is the sole director of the private company. Significant Controller A company is required to take reasonable steps to identify its significant controllers within the meaning of the Companies Ordinance, maintain a significant controllers register and designate at least one person as its representative to provide assistance relating to the company’s significant controllers register to a law enforcement officer. Registered Office A company must have a registered office in Hong Kong to which all communications and notices may be addressed. The registers and company records are kept at the registered office, or a place notified to the Companies Registry. Post-incorporation Compliance Requirements A company incorporated in Hong Kong is subject to various annual or ongoing compliance requirements. In general, subject to certain exemptions, a company must: (i) deliver an annual return (for a company limited by guarantee, together with a certified copy of the relevant financial statements, directors’ report and auditor’s report) and pay an annual registration fee to the Companies Registry within 42 days after the anniversary of the date of the company’s incorporation;
While many private companies have only one class of shares, it is possible for a company to issue more than one class of shares, each class with different voting and/or dividend rights attached (e.g., ordinary shares, preference shares, deferred shares, voting shares and non- voting shares). Director Every private company must have at least one director whereas a public company or a company limited by guarantee must have at least two directors. Corporate director is not allowed in a public company, a private company that is a member of a group of companies of which a listed company is a member, and a company limited by guarantee. A private company other than one that is a member of a group of companies of which a listed company is a member, on the other hand, may have a corporate director but it must have at least one director who is a natural person. A director who is a natural person must have attained the age of 18 years at the time of appointment and must not be undischarged bankrupt except with the leave of the court. A director need not be a Hong Kong resident. Company Secretary A company must have a company secretary. A company secretary must, if a natural person, ordinarily reside in Hong Kong and, if a body corporate, have its registered office or a place of business in Hong Kong. The director of a private company having only one director must not also be a company secretary of the company. A private company having only one director cannot have as a company secretary a body corporate the sole
(ii)
deliver statutory returns to the Companies Registry upon certain changes in the company’s registered particulars, such as any change of director, company secretaries or their particulars, address of registered office, company name or articles, within the prescribed time;
ILN Corporate Group – Establishing a Business Entity Series
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