Private company limited by shares
Hong Kong is a prominent international financial center and commercial gateway to Asia, known for its dense urban infrastructure and strategic geographical location. It functions as a major free trade port, supported by modern financial institutions and an efficient legal and administrative system grounded in common law traditions.
The territory’s economic model is defined by market openness and minimal intervention. It maintains a relatively simple tax framework, offering a tiered corporate profits tax rate of 8.25% on the first HKD 2 million in profits and 16.5% thereafter. There are no value-added taxes (VAT), sales taxes, capital gains taxes, or withholding taxes on dividends, and most goods can be imported free from customs duties.
A key aspect of Hong Kong’s tax regime is its territorial basis of taxation. Only profits sourced from business activities conducted within Hong Kong are subject to tax. As a result, companies that are managed and operated entirely from outside the territory, and do not engage in Hong Kong-sourced transactions, may potentially qualify for full exemption from profits tax, subject to proper structuring and substantiation.
The Inland Revenue Department assesses source of income with a focus on substance. A company will not be regarded as generating Hong Kong-sourced income if all operational activities, including decision-making and execution, occur outside Hong Kong, and there are no employees, agents, or operations within the jurisdiction, aside from essential statutory relationships such as a local company secretary or bank account.
For passive income such as dividends, interest, and capital gains, an exemption is available under Hong Kong’s foreign-sourced income regime, provided specific conditions are met. These include either (i) the underlying income has been taxed in a jurisdiction with a corporate tax rate of at least 15%, or (ii) the company maintains adequate economic substance in Hong Kong. In the case of royalty income, eligibility for tax exemption requires that related research and development activities be conducted within the territory.
Companies in Hong Kong are incorporated under the Companies Ordinance (Cap. 622), which governs companies limited by shares. Shares issued by a Hong Kong company carry no par value and may be divided into different classes, each with distinct rights related to voting, dividends, and distribution of assets on liquidation. There is no statutory minimum paid-up capital, though incorporation with HKD 10,000 in share capital is customary.
The governance structure is anchored in the Articles of Association, which regulate the internal management of the company in accordance with the Companies Ordinance. A Hong Kong company must appoint at least one director who is a natural person, although additional directors, including corporate entities, may also be appointed. Shareholders and directors may be of any nationality and reside anywhere. A licensed company secretary, resident in Hong Kong, is required and is responsible for statutory compliance matters.
Company formation in Hong Kong is streamlined and can often be completed within one to two working days if all shareholders are individuals and documentation is in order. Incorporation involves electronic submission of key documents including the Articles of Association and the NNC1 incorporation form to the Companies Registry. Supporting resolutions and registers are also prepared upon formation. When a company is formed with a corporate shareholder, the process must be completed manually, and physical submission of documents is required. This typically extends the incorporation timeline to approximately two weeks.
Hong Kong’s legal system, derived from English common law, provides strong protections for property rights and contractual obligations. Its judiciary is independent and operates transparently, which reinforces investor confidence and legal certainty.
Moreover, Hong Kong holds a unique position as a conduit for trade and investment with mainland China. Under the Closer Economic Partnership Arrangement (CEPA), Hong Kong-incorporated entities enjoy preferential treatment in accessing Chinese markets, both for goods and services.
In international business structuring, Hong Kong companies are commonly used for a variety of functions including cross-border trading, asset holding, intellectual property ownership, start-up ventures, and investment management. The jurisdiction’s neutral tax posture on non-Hong Kong income, combined with its regulatory clarity and access to international banking and professional services, supports a wide range of legitimate international activities.
Legal
Country code - HK
Legal Basis – Common law
Legal framework - Companies Ordinance
Company form – Private company limited by shares (Ltd.).
Liability - The liability of the shareholders for the company is limited to the amount of their respective shareholdings.
Share Capital – There is no minimum share capital other than issuing at least 1 share for any price at the time of incorporation. Shares may be of different classes and with different rights and denominated in any currency. Bearer shares are not allowed.
Shareholders – One minimum shareholder. Shareholders can be either individuals or corporations, residents or non-residents, without limitations. Details of shareholders are publicly disclosed.
Directors – At least one director, who may be a natural or legal person, resident or non-resident. A director must be not bankrupt or have been convicted due to malpractices. A sole shareholder may be also the director. Directors’ details are disclosed to the public registrar. Corporate directors are allowed as long as at least 1 director is an individual.
Secretary – A resident secretary must be appointed who must hold a Trust and Corporate Services Provider license. Secretary must maintain statutory books and company records, in addition, to ensure company compliance.
Registered Address – Limited companies must have a local registered physical address, typically provided by the TCSP acting as secretary of the company.
General Meeting – A shareholders general meeting must be held annually, without restrictions on its location. The first general meeting after incorporation must be held within 18 months. Instead of a general meeting, a written resolution is allowed.
Electronic Signature – Permitted.
Re-domiciliation – Not permitted.
Compliance – Limited companies are required to prepare and maintain accounts, which must be audited annually by a Certified Public Accountant in Hong Kong, file them in the annual return to the Companies Registry and pay the annual business registration fee. The Business Registration Certificate may be renewed annually or every three years.
Hong Kong companies must file a Profits Tax Return along with its audited accounts report on an annual basis with the Inland Revenue Department of Hong Kong (IRD).
Profits tax returns must be filed in the month of April every year. For new companies, filings are generally due on the 18th month of the incorporation date. Companies must file their Tax Return within one month from the date of notification. An extension for filing may be requested.
The Profits Tax Return musts be filed with the following -
- Balance Sheet
- Auditor’s Report (Audited Accounts)
- Profit & Loss Account relating to the basis period
- Tax Computation
If the company claims an exemption from taxes on foreign-source income, the same shall also be submitted together with the profits tax return.
Companies must also submit an Employer's Returns of Remuneration and Pensions (Form BIR56A) every year.
- Shareholders not disclosed
- Directors not disclosed
- Corporate shareholders permitted
- Corporate directors permitted
- Local director required
- Secretary required
- Local secretary required
- Annual general meetings required
- Redomiciliation permitted
- Electronic signature
- Annual return
- Audited accounts
- Audited accounts exemption
- Exchange controls
- Common law Legal basis
- 1 Minimum shareholders
- 1 Minimum directors
- - Minimum issued capital
- - Minimum paid up capital
- HKDAny Capital currency
- Anywhere Location of annual general meeting
- 2018 AEOI
Taxes
Tax residency – A legal entity is deemed to be tax resident in Hong Kong if it is incorporated and/or managed and controlled in Hong Kong. However, for domestic tax purposes, both HK resident entities and nonresident entities are only taxable on profits that arise in or are derived from a trade, profession or
Basis - Corporate income tax is levied on profits that arise in or are derived from a trade, profession or
Tax rate - Companies incorporated in Hong Kong are subject to profits tax at 8.25% for the first HKD 2,000,000 and 16.5% on profits over HKD 2,000,000.
Capital gains - Capital gains arising from the disposal of shares of resident companies are usually not subject to taxation.
Dividends - Dividends from resident companies are not subject to taxation. Foreign-source passive income (dividends, capital gains and interest) may be exempt from tax in Hong Kong if either -
- the underlying company is subject to tax, the headline tax rate of the country is 15%; or
- the company maintains economic substance in Hong Kong (i.e. directed and managed in Hong Kong with appropriate business presence in Hong Kong)
Interests - Interest income derived from Hong Kong is subject to profits tax, except interest derived from any deposit in a financial institution. Foreign-source interest is subject to profits tax unless the company maintains adequate economic substance in Hong Kong.
Royalties - Royalty income derived from Hong Kong is subject to profits tax. Foreign-source royalty income, in order to obtain a tax exemption, R&D activities related to the underlying intellectual property must be conducted in Hong Kong. Otherwise, 30% of the foreign royalties received may be deemed to constitute HK-sourced profits subject to tax. If royalties are received by or accrued to a related party, 100% of such royalties may be deemed to constitute HK-sourced profits.
Foreign-source income - Other than for foreign dividends, interest and royalties explained above, foreign-source profits are usually exempt from taxation as long as evidence on such foreign-source satisfies the IRD. The profits source is usually determined by the place where the purchases and sales contracts are affected or the place where the key activities to generate the profits are carried out.
Withholding taxes - Payments to non-residents on dividends and interests are exempt from taxation. Royalties are subject to a withholding effective tax rate of 4.95% if are paid to a resident of a jurisdiction where the royalty payments are deductible for profits tax purposes. If royalties are paid to foreign-related parties, withholding tax at the standard corporate taxe rate may apply.
Losses – Losses arising from taxable income may be carried forward indefinitely. Losses may not be carried back.
Inventory - Inventory may be declared at its cost or market value, whichever is lower and must be valued through the First in first out (FIFO) method.
Anti-avoidance rules – On July 4, 2018, Hong Kong passed The Inland Revenue (Amendment) (No. 6) Ordinance 2018 (IRO), which codifies transfer pricing rules (Fundamental Rule) and requires transactions between affiliates to be carried out at an arm’s length basis for tax purposes.
The Fundamental Rule entitles Hong Kong’s taxman, the Inland Revenue Department (IRD), to adjust profits or losses of a company if compensations arisen from transactions with associated persons differ from compensations which would have been made between independent actors, and have led to a tax advantage.
The Fundamental Rule applies to transactions involving sale/transfer/use of assets and provision of services, and financial and business arrangements within a group structure.
The IRO Amendment also codifies transfer pricing documentation requirements. Hong Kong companies transacting with affiliates are required to prepare a master file and local file transfer pricing documentation, and HK ultimate parent entities (UPE) need to prepare country-by-country (CbC) reports (CbCR).
The local file typically includes documentation on the local entity intercompany transactions, whereas the master file includes high-level information about the group’s global business operations and transfer pricing policies.
A CbCR is an annual return that includes the key elements of the financial statements of a given multinational group by jurisdictions. It provides information to tax authorities about revenue, tax paid and accrued, employment, capital, retained earnings, tangible assets, and business activities, among others.
These transfer pricing reporting requirements are becoming a worldwide standard international tax practice in line with OECD’s BEPS anti-avoidance requirements.
Companies that meet certain conditions, such as total revenue of not more than HKD 400 mil or total assets of not more than HKD 300 mil, among others, might be exempted from preparing the local file and master file documentation. For its part, an HK UPE with consolidated group revenue of less than HKD 6.8 Bil may not be required to file a CbCR.
Companies subject to prepare the master file and local file documentation, and fail to do so may face a fine of HKD 50,000, and may be ordered by the court to prepare such documentation within a specified time. Failure to comply with that order may entail an HKD 100,000 fine on conviction.
The IRO amendment also provides for enhanced economic substance requirements to benefit from HK tax treaties; and modifications to certain preferential regimes.
Labor taxes – Employers are required to make contributions to the Mandatory Provident Fund (MPF) at 5% of employees’ monthly income, capped at HKD 1,500. Employees whose salary is over HKD 7,500 contribute other 5 %, also capped at HKD 1,5000.
Tax credits and incentives – A tax credit may be available for foreign tax paid on income taxable, provided that is derived from a jurisdiction where Hong Kong has concluded a tax treaty with. A tax credit is usually limited to the amount of tax payable in Hong Kong on the same income.
Investments funds may be exempt from taxation. Concessionary tax rates (up to 50% of the standard tax rate) may be available for certain treasury corporate centers, reinsurance and authorized captive insurances.
Compliance – The tax year in Hong Kong starts on 1st April and ends on 31st March. On average, a Limited Company may require 3 payments and 74 hours per year to prepare, file and pay taxes.
Personal income tax – Individuals who ordinarily reside in Hong Kong or stay in the country for more than 180 days per year or more than 300 days in two consecutive years may be considered Hong Kong tax residents. Although, tax residency rules may vary according to a tax treaty.
In Hong Kong income tax is levied on a territorial basis. This means that both residents and non-residents are subject to income tax on their income accrued in Hong Kong, being foreign-source income exempt from taxation.
Personal income tax on salaries is levied at a progressive rate from 2% to 17% on income exceeding HKD 120,000. Income from business is taxed under profits tax (16.5%). Dividend and interest income are exempt from taxation. Capital gains are usually tax-exempt, although those derived from certain trading assets may be subject to profits tax.
Rental income is taxed under property tax, at a 15% on the net assessable value of land or buildings. Property tax does not apply on residential properties occupied by the owner for self-use. Note that while it is possible to buy condominium units, the land is owned by the government and its tenure is on a renewable leasehold basis.
Other taxes – There are no sales taxes, nor customs duties on general imports, some commodities such as tobacco, alcohol, and hydrocarbons may be subject to excise taxes.
Hong Kong levies property tax on land and buildings owners at a 15% rate.
There is a stamp duty on contracts of sale and purchase of Hong Kong-registered stocks (0.2%) and the transfer of immovable property, up to 8.5%. There is a special stamp duty on the resale of properties held less than 36 months from 10% to 20%.
There are no capital duties, net wealth, inheritance and taxes.
- Offshore Income Tax Exemption
- Offshore capital gains tax exemption
- Offshore dividends tax exemption
- CFC Rules
- Thin Capitalisation Rules
- Patent Box
- Tax Incentives & Credits
- Property Tax
- Wealth tax
- Estate inheritance tax
- Transfer tax
- Capital duties
- 0% Offshore Income Tax Rate
- 16.5% Corporate Tax Rate
- 0% Capital Gains Tax Rate
- 0% Dividends Received
- 0% Dividends Withholding Tax Rate
- 0% Interests Withholding Tax Rate
- 4.95% Royalties Withholding Tax Rate
- 0 Losses carryback (years)
- Indefinitely Losses carryforward (years)
- FIFO Inventory methods permitted
- 72 Tax time (hours)
- 3 Tax payments per year
- 5.00% Social Security Employee
- 5.00% Social Security Employer
- 17% Personal Income Tax Rate
- 0% VAT Rate
- 35 Tax Treaties
Country details
Hong Kong is a Special Administrative Region of the People’s Republic of China (Hong Kong SAR). Its official languages are English and Cantonese.
Although it is part of the People’s Republic of China, the region maintains an independent economic, administrative and judicial system, and even its own currency, the system of customs and external borders. Its official legal tender currency is the Hong Kong Dollar (HKD), pegged to the USD, which is the ninth most traded currency worldwide.
The legislative council is the Hong Kong Parliament, which is formed by 60-members, half elected by universal suffrage in geographical circumscriptions, while the other 30 are elected by groups of representatives from different economic and social sectors.
Its public finances are characterized by its sustainability, with no public net debt, continuous government surplus and ample foreign exchange reserves, all supported by rigorous anti-corruption measures.
Hong Kong’s economy is mainly based on financial services, tourism, wholesale and retail trade, and international trade, especially trade between China and the rest of the world. Hong Kong is one of the world’s major financial hub, ranking eleventh worldwide in the volume of banking operations and the Hong Kong Stock Exchange being the second largest capital market in Asia, after the Tokyo Stock Exchange.