Entity set up
Hong Kong, SAR
Limited private companies
- Up to 50 shareholders
- Right to transfer shares restricted
- Invitation to public to subscribe for any shares or debentures prohibited
- Generally no personal liability of the shareholders
- Taxed on its profits at a corporate level. No tax on capital gains or dividends
- Typical corporate documents include:
- Articles of association
- Certificate of incorporation
- Business registration certificate
- Board resolutions
- Shareholders' resolutions
- Share certificates
- Common seal (optional) and
Board of directors has overall management responsibility.
Annual return, notification of changes (such as share capital and directors) and creation of certain charges must be filed with the Companies Registry.
Limited public companies
No restrictions on number of shareholders, right to transfer and invitation to public to subscribe for shares or debentures.
Interim and annual report also to be filed with Hong Kong Stock Exchange if the public company is listed in Hong Kong Stock Exchange.
Companies limited by guarantee (without a share capital)
Same as limited private companies, except liability of shareholders limited by the company's articles to the amount that the shareholders undertake to contribute to the assets of the company in the event of it being wound up.