The legal system of Hong Kong limited is British Common Law supplemented by locally enacted Ordinances.  There is a bilingual legal system with Ordinances being translated into Chinese but English will continue to prevail.  Under the “One country – Two systems” philosophy, Hong Kong has executive, legislative and independent judicial power.

Hong Kong limited profits tax is only charged territorially on Hong Kong sourced income at a rate of taxation of 16.5%.  There is no tax in Hong Kong limited on capital gains, dividends and interest earned.

Share Capital There is no minimum or maximum authorized capital.  However, no subscriber of the Memorandum of Association may take less than one share.  The authorized capital of our shelf company is HK$10,000.  If a larger authorized capital is required, there will be additional capital fee of 0.1% on every or part of HK$1,000, subject to a cap of HK$30,000.

Directors Following the implementation of the Companies  (Amendment) Ordinance 2003, the new law permits a private company to have only one director who need not be local resident.  Corporate directors are allowed for companies that are not subsidiaries of public listed companies in Hong Kong limited.

Shareholders The new law also permits a Hong Kong limited company to have only one shareholder.  Corporate shareholders are allowed and anonymity can be achieved by the use of nominee shareholders.

Secretary and Registered Office Every Hong Kong company must have a local resident secretary and a registered office in Hong Kong limited substantiated by a Business Registration Certificate.  The business registration fee, currently HK$2,600, is payable within one month of the date of incorporation and then due annually on the anniversary date of incorporation.  GCSL can provide these services and the role of secretary includes annual compliance work such as holding of annual general meeting and filing of annual return for the company.

Auditor and Accounts Every Hong Kong limited company, except for dormant cases defined as having no accounting transactions in the accounting period, must produce annual audited accounts and appoint an auditor, who must be a member of the Hong Kong Society of Accountants and hold a practicing certificate. The company must keep proper accounting records, which may be kept in Hong Kong or elsewhere at the discretion of the directors.