Hong Kong Private Company Requirements Under Cap. 622: Key Rules

Cap. 622, in force since 3 March 2014, is Hong Kong's main company law. Headline rules for a private company limited by shares:

• Directors: at least one, who must be a natural person. No residency requirement. A sole director cannot also be the company secretary.
• Company secretary: at least one, an individual ordinarily resident in Hong Kong or a body corporate with a registered office or place of business in Hong Kong.
• Members: one or more; a single person can be the only shareholder.
• Share capital: shares have no par (nominal) value, and there is no authorised capital.
• Registered office: must be in Hong Kong; changes notified on Form NR1 within 15 days.
• Annual return (NAR1): within 42 days after each incorporation anniversary.
• Records: registers of members, directors, secretaries and significant controllers, and records of resolutions.
• Accounts and audit: accounting records and financial statements are required, and audit is generally required unless an exemption applies.
• Penalties: late filings can lead to prosecution of the company and every responsible person, and the Registrar may strike off a company that appears not to be operating.