Can one person be the only shareholder and director of a Hong Kong company?
Yes. A private company needs at least one member, and the same person can be the only shareholder and only director. The company still needs a separate company secretary because a sole director cannot hold that role.
One-person company
- A private company limited by shares can have a single member.
- That person can also be the sole director.
- The company must appoint a company secretary who is a different person, or a corporate secretary that is not a company whose sole director is the same person.
Consequences for a single member
- A single-member company is not required to hold an AGM.
- The member's decisions must be recorded in writing, and those records kept for at least 10 years.
- The sole member can nominate a reserve director to step in on death.
Maximum A private company can have no more than 50 members. Joint holders of a share count as one member, and members who are employees of the company are not counted.
Initial shares The founder members named on the incorporation form take the initial shares. No separate return of allotment is needed for shares issued to founders at incorporation.
Shareholders vs directors Directors manage the company. Shareholders own it. The roles can be held by the same person but have different legal duties and filing consequences.
Foreign or corporate shareholders There is no residency requirement for shareholders. A company can itself be a shareholder.
Legal basis
- Companies Ordinance (Cap. 622), s.11
- Companies Ordinance (Cap. 622), s.612
- Companies Ordinance (Cap. 622), s.617
- Companies Ordinance (Cap. 622), s.618
Sources
Applies to 2026 · Last reviewed 29 October 2026
General information for business owners, not legal, tax or professional advice. Rules change, so check the sources or ask a licensed professional before you act.
Related questions
- Which business structure should I choose in Hong Kong: sole proprietorship, partnership or limited company?Hong Kong offers sole proprietorships, partnerships, limited companies and, for overseas firms, branch or representative offices. The main trade-off is liability: a sole proprietor or general partner is personally liable without limit, while a limited company's members are liable only up to unpaid share capital.
- How do I set up a sole proprietorship in Hong Kong and what is my liability?Register the business with the Inland Revenue Department's Business Registration Office within one month of starting trading. There is no separate legal entity, so you are personally liable without limit for the business's debts.
- How does a partnership work in Hong Kong, and what is a limited partnership?A partnership is two or more people carrying on business together for profit. In a general partnership each partner can bind the others and all are jointly liable for debts. A limited partnership has at least one general partner with full liability and limited partners liable only up to their contribution.
- What is a private company limited by shares in Hong Kong and why do most businesses choose it?It is a separate legal entity whose shareholders are liable only for any unpaid amount on their shares. It is the most common vehicle in Hong Kong because it protects personal assets and makes ownership easy to transfer, in exchange for statutory filing and record-keeping duties.
- Should an overseas company set up a branch, a representative office or a Hong Kong subsidiary?A branch is the overseas company itself trading in Hong Kong and must register as a non-Hong Kong company within one month. A representative office can only liaise or research, not trade for profit. A subsidiary is a separate Hong Kong company that ring-fences liability.