Hong Kong Company Formation HSBC website login. Call: 86400 6017 175
Hong Kong Company Formation | Offshore Company Formation
Share |

Constitution of a Limited Company

Home > Learn about Incorporating Company in Hong Kong > Constitution of a Limited Company

Constitution of a Limited Company

Learn about Hong Kong company formation

  • Constitution of a Limited Company - Companies Ordinance
  • Hong Kong company formation is governed by the Companies Ordinance(Chapter 32 of the Laws of Hong Kong).
  • Constitution of a Limited Company - Memorandum & Articles of Association
  • The memorandum and articles are the primary legal document of a company. Memorandum contains the name of the company, authorized capital, initial members and object clause (if any). Articles are a set of internal regulations that governs the day to day operations of the company. Both memorandum and articles have to be filed to Companies Registry at the time of incorporation or if there is any changes thereafter. At least one subscriber (shareholder) is required in the memorandum and each of the subscribers must subscribe to at least one share in the company.
  • # From 13 February 2004, it permits only one subscriber in the memorandum, i.e. a private company can have only one shareholder. A private company can also have only one director.
  • Constitution of a Limited Company - Share Capital
  • Shares must be expressed in a fixed amount. "No par value" or "bearer" shares are not permitted. While it is usual for the share capital to be expressed in Hong Kong dollars, it can be expressed in any currency. A multiple currency share capital is also permissable.
  • Constitution of a Limited Company - Directors Meetings
  • A directors meeting can be held regularly or when in need.
  • Constitution of a Limited Company - Annual Meetings
  • An annual general meeting (AGM) must be held once in every calendar year and not more than 15 months after the last preceding AGM. However, a company need not hold its first AGM until 18 months of its incorporation. A company can dispense with the holding of AGM if everything that is required or intended to be done at the meeting is done by resolutions.
  • Constitution of a Limited Company - Public Filings
  • The names and personal particulars of the directors and secretary, register of charges, share capital, registered office address, etc, must be filed with the Companies Registry for public inspection upon incorporation and if there is any changes thereafter. A private company does not need to file its accounts for public inspection, but proper books of accounts are to be kept and audited.
  • Constitution of a Limited Company - Accounting & Audit
  • Every company is required to appoint an auditor each year at its AGM. An auditor must be qualified by virtue of the Hong Kong Professional Accountants Ordinance and completely independent of the company. In case of private company, its audited accounts must be laid before its AGM not more than nine months from its financial year end.

Constitution of a Limited Company Others Infomation

Hong Kong Company Formation,offshore company formation - To ask us a question.