Category Corporate Services

Picking the right company type in Hong Kong

company type in Hong Kong

Being one of the largest financial centers in the world, Hong Kong is chosen by entrepreneurs and global companies worldwide due to its flexible type of companies to choose from when you opt to incorporate a company there. There are several company type to choose from, ranging from:

  • private or public companies,
  • limited by shares or guarantees,
  • sole proprietorship,
  • partnership,
  • branch, or a representative office/liaison office.

All of which has pros and cons depending on the purpose and usage of the company itself. Although there are many kinds of company types in Hong Kong, this article will focus directly on the most attractable, popular and pragmatic companies to choose from.

Hong Kong limited liability companies (LLC)

An LLC in Hong Kong can either be a private or a public company that is limited by shares. To give you an exact account on their unique potentials, these are their respective characteristics:

Private company limited by shares

  • Mostly aligned with SME’s who are engaged in the business of trade and commerce.
  • Corporate substance dictates that it requires at least one (1) shareholder (maximum of 50 shareholders), a Hong Kong based Company Secretary and Director, with a registered office in Hong Kong as well.
  • No minimum share capital is required.
  • No bearer of share / shares has no par value.
  • Shares are deemed transferable.
  • Profits in the company can be proportionately distributed to the shareholders.

Public company limited by shares

  • Applicable at best with large multinational companies.
  • In terms of corporate substance, at least two (2) directors, one (1) member and a Hong Kong based Company Secretary is required, along with a registered office in Hong Kong.
  • No corporate directorship is permitted.
  • Shareholders can be over 50 in number.
  • No minimum share capital is required.
  • No bearer of share / shares has no par value.
  • Shares are traded with no restrictions with regards to transfers.
  • Options are available to list the shares of the company in the Hong Kong Stock Exchange or not.
  • Profits in the company can be proportionately distributed to the shareholders.

Pros

  • Hong Kong companies has an innately lawful nature of being a separate juridical entity. Thus, having the right to acquire tangible assets, enter into legal contracts/agreements, as well as having the capacity to sue or be sued under its own pretenses, and otherwise having a separate legal capacity apart from its shareholders, which makes their shareholders not personally and legally liable on debts incurred by the company.
  • Shareholders has a proportionate limited that is based on their shares on the company.
  • Shares has a free flow of transfers without any restrictions. Shareholders can also completely or partially sell their shares.
  • To increase its cash flow and overall wealth, private companies can issue additional shares to other members in order to bring in more investments to them.
  • Private companies benefit from a two-tier tax scheme in Hong Kong, which means that profits tax is at 8.25% for the first HKD 2,000,000, meanwhile revenues generated outside of Hong Kong are exempted from profits tax.

Cons

  • Private companies are required to maintain a good compliance practice in terms of its tax and company obligations with the Hong Kong Companies Registry as well as the Hong Kong Inland Revenue Department (IRD).
  • Not too much privacy protections, oftentimes in just a few hundred HKD, the identity of the shareholders and directors of a private company can be purchased from the Companies registry itself, since under the law, these kinds of data pertaining to this type of companies must be publish.
  • Cost can sometimes be an issue since it’s not the same with the actual cost to put up a sole proprietorship or partnership in Hong Kong.
  • Company closure can be costly and oftentimes a very long process.

Private companies are generally encouraged if you

  1. want to run a company which has a separate legal capacity when entering into contracts,
  2. increase your financing capabilities by utilizing the assets of the company to enter into loans with banks or other financial institutions, and
  3. allow other shareholders to partake in your capacity as a shareholder or director of the company in representing you in entering into contracts or agreements.

    Sole proprietorship in Hong Kong

    This type of business model is registered under the Business Registration Office. Every so often, the process of registration is quick, fast and not too costly. In nature, it is ran and operated by a single person who acts and assumes the sole role of being the owner of the business. Thus, tax coverage on this kind of business is lulled at 7.5% to 15%, heaving depending upon the income bracket of the sole proprietor.

    Pros

    • Registration process and maintenance thereafter is a lax process.
    • Audit task is not required on its annual tax filing.
    • You can register as a sole proprietor only after one month from when you started operating your business.
    • Profits on this kind of business is enjoyed solely the owner alone.
    • The sole business owner can exercise an independent decision making process without the need to consult other stakeholders.

    Cons

    • Sole proprietorship are not capable in raising large amounts of financing or capital related injections from banking institutions.
    • Capital injection in the business solely relies on the personal assets and wealth of the business owner.
    • Does not have a separate juridical entity. In other words, if sued or goes into a bad debt, the personal assets and wealth of the sole proprietor is covered under those liabilities. In fact, the chances of going bankrupt is so high that even the court can hold the business owner personally liable on debts.
    • Sole proprietors are independently reliant unto themselves to solve business problems and keep the business afloat without the help of other investors.

    Sole proprietorship is beneficial if you are looking for a quick fix in establishing a legit business that can be registered easily with low cost, simple compliance and maintenance.


      Partnerships in Hong Kong

      Requiring at least two members, a partnership business in Hong Kong is regulated by the Partnership Ordinance. Said firm needs to secure its Business Registration Certificate within one month from starting the business. In view of tax obligations, partnerships are required to pay 7.5% rate. There are two kinds of partnership that you can register in Hong Kong, it can either be a Limited or a General Partnership.

      Pros

      • Partnerships are a collaboration between two or more people that intends to build and develop their business. Each and every partner in the business can contribute on their professional backgrounds and personal aptitudes since they would differ in some way in order to build a stable business portfolio.
      • Registration processes can be smooth, and maintenance can be inexpensive at times.
      • Partnerships can expand exponentially if they want to increase their pool of partners to develop the business and grow capital.

      Cons

      • All members of the partnership assume a group type hold on liability and that no one is left out, and everyone are personally responsible at their own capacities.
      • Partnerships are prone to disagreements with the other partners since they differ from standpoints due to personal capacities. These kinds of disagreements can result to legal problems if unresolved.

      A partnership type is advisable for people who wants to establish a partnership with similar mindsets and goals. It can even be suited if you want to diversify the risk associated in a business.


        Representative or liaison office

        A Representative or Liaison Office is a legal entity that is an extension of a parent company with a jurisdiction separate from Hong Kong. It is required also to utilized the same company name as that of its parent company counterpart. However, annual tax return with NIL is mandatory to be submitted.

        Pros

        • This type of business benefits from an already registered parent company, without the need to operate under a separate entity.
        • The government agency tasked to regulate this kinds of businesses are confined within the powers of the Inland Revenue Department (IRD) of Hong Kong.
        • It is very easy to establish and register.

        Cons

        • Are not allowed to conduct businesses in Hong Kong.
        • Its operational and business conducts or pursuits are very limited and well regulated.
        • Funding are only allowed through the parent company that owns the Representative/Liaison Office.
        • During the registration process, Hong Kong requires that a local representative, that can either be a Hong Kong resident or a solicitor who will be representing the business entity in the process.

        Our thoughts

        All companies or businesses, regardless of jurisdictions are regulated in some way, with their own inherent risks, similarities, disadvantages or advantages. One thing is certain, ensuring that what you choose to register must meet your requirements and setup as an entrepreneur.

        If you are planning to choose the best business type in Hong Kong, you can talk to us, so you can make an informed decision


          Confidentiality under attack by bank compliance, is this justified?

          bank compliance

          Because of Anti-Money Laundering laws and regulations, the confidentiality is under attack by bank compliance departments, onboarding clients with privacy shields is becoming difficult.

          Guidelines of OECD and FATF as well as regulators in many countries are prompt to consider business confidentiality practices as UNUSUAL, the services providers are therefore hesitating before providing such services, often to decrease difficulties for bank account opening and maintenance.

          In fact, financial institutions should consider clients using privacy tools as more attractive than fully transparent clients, the concept could be surprising but is quite logical.

          The services provider’s compliance process will be more stringent for clients using nominee services (and/or more complex business and privacy confidentiality systems), their responsibilities as gatekeepers being engaged.

          The client’s onboarding

          The services providers will obviously question the reasons behind the needs for privacy and business confidentiality, the risk of seeing their services misused for various reasons is high. The providers will also automatically question the status of the ultimate beneficial owners, making sure that they are the real ones.

          The level of scrutiny will be higher, the process longer, the questioning pretty intensive and a compliance report with documents and proofs demonstrating the effectiveness of the controls will definitively engage the responsibility of the services provider.

          Monitoring, maintenance and client’s activities

          A nominee director has very important responsibilities, a lack of attention and improper monitoring could easily be interpreted as wilful blindness.

          A nominee director will not be able to retrench behind a letter of indemnify, he will stand in front of the potential issues and will have to deal with it, one way or another.

          In consequences, the individual and entities protecting privacy and business confidentiality are erected as SUPER compliance officers, they will work along the bank compliance department for the onboarding and monitoring of their client.

          Clients using privacy and confidentiality tools are the best prospects for financial institutions.

          As anyway the bank is fully informed about the ultimate beneficial owners, as register of controllers are accessible to law enforcements and tax authorities, as onboarding and monitoring has been conducted twice by separate and unbiased compliance teams, risks are well mitigated.

          Behind privacy shield are standing clients with a fear to lose something, usually a nice wealth position, and so whom have something to protect … as a result such clients are very often more successful than “transparent” clients.

          Criminals are facing difficulties with nominee services

          1. Multiplication of KYC procedures and enhanced compliance render the misuse of services difficult and costly.
          2. Follow the money systematic approach by law enforcement will track the funds to the individual criminal, except if a compensation with a cross border operation is performed.
          3. It’s a long process to raise the company turnover slowly in order to avoid detection by monitoring software and compliance team.
          4. Punishments are high for the nominee directors and shareholders wrongly implicated, renting a name only is a thing from the past.

          But the professional training of compliance officers on the topic of criminals using nominee services is misleading, the same when the Counter-Financing of terrorism is explained, saying that terrorists are using banks is at best misinformation.

          Privacy and confidentiality, legitimate needs?

          1. The (young?) compliance officers are sharing their life events on Facebook and Instagram, understanding the simple fact that someone is uneasy to share publicly about his private and professional activities is difficult, nevertheless not wanting to share with the public should be respected as this was the norm for decades.
          2. Security concerns are legitimate, especially with the COVID situation and the fact that business owners are more captive than ever, a busy travelling schedule was it itself a protection.
          3. Banks are monitoring their clients, business owners are monitoring their competition and in an era of transparency being discreet, being secret could be a definitive competitive advantage.
          4. Bloggers and badly informed (or corrupted) journalists are destroying careers and companies on the first page of a publication, to often retract themselves few months ago in 3 lines on the fifth page.
          5. Governments and businesses are not all benevolent and pro-business, some are using publicly obtainable information to target opponents.
          6. Ultimate beneficial owners are known from the banks and law enforcement agencies, the right of the PUBLIC to access information is questionable, why should we know about the activities of our neighbor?   

          Where to obtain nominee services and other services to protect privacy and confidentiality?

          Basically, everywhere but not in Europe, with the notable exception of Switzerland. The services should be provided by professionals with a long and costly compliance process. The harder the better as this will guarantee that the services are not provided lightly and that your service provider is not hosting criminals. You don’t want to be client in a company servicing criminals.

          Hong Kong is a good location as the absence of public register of controllers and a long practice of nominee directors, nominee shareholders, trust and other structures is part of its history and surely still part of its future.

          Is it necessary to infantilize compliance officers?

          Compliance

          Should we continue to train compliance officers by mentioning unreachable goals, by inflating the importance of their actions and erecting them as the ultimate line of defense which will protect the society against criminals and terrorists?

          Or should we be more pragmatic and told them that only 0.2 % of the proceeds of crime are seized, that most of their actions will disturb and inconvenience the work of legitimate business owners and that their job description is above all to protect their financial institution?

          Are the compliance officers kids to be motivated or adults to be respected for the efficiency of their actions?

          With 99% of criminal proceeds being injected without being noticed in the financial institutions, maybe the training should be focused on criminal activities, on criminal personalities and on the right, provocatively the obligation, to go FAST to the next potential case.

          The current tick-in-the box system isn’t working as it should, compliance officers are losing their energy by over-working on cases that they should close FAST if any wrong doing isn’t detected.

          With the obligation to protect their employers, by adding multiples layers of useless information as their employers should demonstrate the efficiency of their AML organization, everything is getting SLOW, everything but the criminals.

          To compensate for the routine of a very administrative job description the training sessions are going over the top in describing the importance of the work, infantilizing the compliance officers.

          We need to show more respect:

          1. To the compliance officers, by allowing them to go faster to the next suspicion
          2. To legitimate business owners, by stopping the inconveniences    
          3. To the public, by changing the system and so increasing the efficiency