Establishing a United Kingdom private limited company (Ltd)

All information here is provided E&OE and without warranty or recourse and you are recommended to seek authoritative sources of information and qualified legal advice, or make use of our paid company services with their particular terms of services, to determine the accuracy of all information provided.

Outline of basic requirements

Monitoring and meeting of the below requirements can normally be easily managed by means of Workaholic's trust and company services, for which it is licensed.

1. At least 1 director, who must be a natural person, but they can be a local in Hong Kong, or foreigner. For a small business, this will normally be an owner (member) of the business, and for a larger business this will normally be a non-owning officer of the company or its group. As there are substantial responsibilities required of a Director, many professional service firms will not provide a Director service, and those who do may charge substantial fees.

2. At least 1 company secretary,  who may be  a company or an individual, but who must be resident in Hong Kong.

3. A Hong Kong address for use as the company's registered address, and for receiving government communications.

4. Registration of an incorporation form and memorandum and articles of association with Companies Registry, including a modest one-time government incorporation fee. If the service you use for establishing the company does not include automatic notification to the Inland Revenue Department, that body must also be notified of the incorporation event.

5. At the time of incorporation, and each year, every company is required to pay a fee for a Business Registration certificate, which is effectively a business license. 

6. Changes in the details of companies

Transparency

Most standard forms filed with Companies Registry are available publicly online at ccr.gov.hk, though a nominal fee is charged for most information. In many cases, firms offering company services will need to receive identification and declaration documents from directors, secretaries, and members, and those who are being provided nominee director or nominee member services. Addresses, phone numbers, email addresses, full names, and sometimes and tax identification reference numbers of directors, secretaries, and members, may also be publicly available.

Starting and administering a company remotely, including online, and whether it is necessary to visit Hong Kong

A company can be incorporated in Hong Kong without its establishers ever visiting, and often incorporating prior to a visit is recommended, for those who plan to visit or move to Hong Kong.

However, at least the following require consideration:

1. An original physical signature on paper may be required and need to be posted to Hong Kong for some documents, such as an individual's consent to act as a director.

2. The above may be avoidable where an individual consenting to be a director,  already has a certified online account with Companies Registry. This can be achieved by gaining notarisation from a Hong Kong professional, or for free by visiting the Companies Registry in Hong Kong in person.

3. Opening a bank account will likely not be possible without the visit to Hong Kong of all company directors and all members who hold at least 25% of the shares in a company. It may in any case be in the best interests of the company, including for ease, to open a bank account for the company in an alternate jurisdiction.

Main constitution(s), statute(s), laws, and languages governing the administration of private limited companies

Basic Law, and related constitutional instruments

Cap 622 Companies Ordinance, and amendments

Common law, including English and Hong Kong precedents

Cantonese and English have equal weight in the legal system, and the majority of government communications and publications are available in both languages. Government staff will normally be competent in both languages, though some lawyers might be capable of practice in only one language, and cases at court may be heard in a language appropriate to a case or court, and typically at the discretion of its magistrate or judge(s). Naturally, some case law is established in Cantonese and some in English. Translations of judgements are available to a large degree but are not guaranteed to be available in all cases, particularly from cases in lower courts.

Using your Hong Kong company for operating in other jurisdictions

Most substantial markets in the world allow the sale of goods and services into their jurisdiction, but foreign sellers may still be subject to, especially, product and service regulations and licenses, sales and value added taxes, reporting, and more. As such requirements are often applicable equally to local companies, and foreign companies from a range of jurisdictions, this is a factor that businesses would likely have to consider and make provision for, regardless of their place of business.

Headline advantages of establishing a business in Hong Kong 

Hong Kong is attractive to a wide range of people, and contains a mix of language and other skills, particularly with respect to business and administration. The legal system and changes to it are relatively transparent, planned, and predictable. The jurisdiction also has substantial corridors to and ties with a large number of other jurisdictions, that share double taxation treaties and other methods of recognition to ease business. The city's infrastructure is one of the best in the world, including low cost and high quality options for people and freight, helped by its substantial road and subway system, natural deep water port, and convenient and significant aviation operations. The location of Hong Kong is convenient for serving multiple time zones, and direct high quality flights are available to all major cities of the world, including the west and east coasts of the USA, all of Europe, Africa, Australasia, and Asia. And for those who may need to bring additional skills to operate their business in Hong Kong, the visa and residency regime is typically fast, simple, and low cost.

Other jurisdictions with such capacity will have much greater social or regulatory restrictions or higher tax burdens, and jurisdictions with low tax rates or regulation will not have substantial operating capacity or redundancy or security. Hong Kong, in many cases, allows companies to not have to make such substantial trade offs.

Tax liabilities and residency

If Hong Kong limited companies prepare their tax returns on the basis of being tax resident in Hong Kong, the IRD (Inland Revenue Department) will likely accept this at face value without challenge. However, if claiming that a company is operating locally, it may be necessary for members, directors, and other staff of the company to take visa precautions if visiting Hong Kong to avoid breaches of immigration laws. For years of assessment ending after 2018 onwards, the corporation tax rate is 8.25% on assessable profits up to HK$2 million and 16.5% on any further profits.

Even where a Hong Kong company is subject to Hong Kong Profits Tax, the company's foreign income may be separated and exempt from Hong Kong Profits Tax, and capital gains tax, including earnings from dividends, is typically 0%.

Where a Hong Kong company requires 

Hong Kong limited companies may prepare their tax returns in Hong Kong on the basis of being tax resident 

tax returns to Hong Kong's IRD (Inland Revenue Department) on the basis of being tax resident in Hong Kong, and  

The company registration and document authority

CR: Companies Registry, similar to CH Companies House in the United Kingdom, or ASIC Australian Securities and Investments Commission in Australia.

The tax authority 

IRD: Inland Revenue Department, similar to HMRC Her Majesty's Revenue and Customs in the United Kingdom, or the ATO Australian Tax Office in Australia.

Pre and post operations, including remaining preparation and dormant options

An incorporated company in Hong Kong 

Recognition of expenses before commencement of business

Cost-benefit of establishing a business in Hong Kong

Generally, the larger the business, the greater the benefit it is likely to realise.

 

Even small businesses can see a net benefit from operating in Hong Kong.
 

A small business can see a net benefit of operating in Hong Kong 

start to see a net benefit of operating from Hong Kong from as little as USD 100,000 in revenue

Administrative costs

The most budget providers of incorporation and company secretary services 

Administrative costs​ for large firms

For the smallest of firms to accommodate pr

In many cases 

Staying dormant and low cost

Adaptable

Personnel 

Adaptable

Political risk

Hong Kong has been 

Adaptable financial and management accounting systems, including for changes in counterparty account management, and accounting policies and procedures.

Company services

A licensed provider to help you reliably manage international holdings with a minimal time commitment.

Establishing a business in Australia

Establishing a business in Hong Kong

Establishing a business in the United Kingdom

Data, document, and case management systems

Consolidate all digital and physical documents and other information into a single system to reduce risk by making all information findable and useable.

Operations restructuring

Rapidly and substantially cut costs through our rapid assessments, planning, and implementation of operations restructuring.

Regulatory consulting

Including expertise in preparation and applications for banking licenses.

Tax

Local, regional, and international tax advice, based on years of experience of operating in multiple markets.

Telecommunications

Merge all telephone services into a single global account and flow management system.

Trust management services

A licensed provider to help you reliably manage international holdings with a minimal time commitment
 

Alternate ways to conduct business in Hong Kong

To conduct business or liaison activities in Hong Kong, business visitors are allowed dependent on nationality and subject to visa requirements, a branch office of a foreign company can be registered, a representative office can be registered, and sole proprietorships, partnerships, and limited liability partnerships may be established.

For some Workaholic services, provision is dependent on your jurisdiction. You can contact whichever of our officers is most convenient for you, though they may transfer you to other offices or companies in our group for the provision of some services.

USA +1 (212) 858-9246

newyork@workaholic.group

Suite 1117, 183 Madison Avenue, New York 10016

 

UK +44 (0) 207 183 2159

london@workaholic.group

207 Regent Street, London W1B 4ND

Hong Kong +852 2338 8518

hongkong@workaholic.group

Suite 1104, Crawford House, 70 Queen's Road Central

Australia +61 (0) 2 8294 9212

sydney@workaholic.group

Suite 1301, World Tower, 89 Liverpool Street, Sydney NSW 2000

office@workaholic.group

All information is provided E&OE and without warranty or recourse and you are recommended to seek authoritative sources of information and qualified legal advice, or make use of our paid company services with their particular terms of services, to determine the accuracy of all information provided.

For some Workaholic services, provision, taxes, and pricing is dependent on a prospective customer's jurisdiction. You can contact whichever of our offices is most convenient for you, though they may transfer you to other offices or companies in our group for the provision of some services.

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