Setting up a Hong Kong company as a Mainland China owner

Who you need

• Shareholder: at least one founder member. You can be the only shareholder.
• Director: at least one director who is an individual. There's no Hong Kong residency requirement.
• Company secretary: an individual who ordinarily resides in Hong Kong, or a company with its registered or principal office in Hong Kong. A sole director can't also be the company secretary.
• Registered office: an address in Hong Kong.

The Companies Registry confirms that non-Hong Kong residents may incorporate a local company, and suggests using a local professional firm if you're not familiar with the procedure.

Documents and details

• For each director: the Hong Kong identity card number or, if you don't have one, your passport number and issuing country, plus your residential address. These are the identification details Form NNC1 asks for.
• The proposed company name (English, Chinese or both) and the articles of association.
• Details of the company secretary and the registered office address.
• Share capital and the first shareholders' details.

Government fees and timing

For a private company limited by shares, the Certificate of Incorporation and Business Registration Certificate are normally issued within 1 hour for an electronic application, or within 4 working days for a hard-copy application.

Opening the bank account

Industry guidance from the Hong Kong Association of Banks says an application should not be rejected merely because the directors or beneficial owners are non-residents, but each bank still makes its own risk assessment. Be ready to explain the business, the source of funds and why you need a Hong Kong account. See our guide to opening a business bank account as a non-resident.

Tax basics

• Territorial basis: Hong Kong charges profits tax on profits arising in or derived from Hong Kong from a business carried on in Hong Kong. The IRD notes that whether profits are Hong Kong-sourced is largely a question of fact.
• Rates: 8.25% on the first HK$2 million of assessable profits and 16.5% on the rest for a corporation.
• Foreign-sourced passive income: since 1 January 2023, specified foreign-sourced income (such as dividends, interest, IP income and certain disposal gains) received in Hong Kong by a member of a multinational group can be taxable unless an exception applies.
• Certificate of Resident Status: a company incorporated in Hong Kong can apply to the IRD for a Certificate of Resident Status to claim benefits under the Mainland–Hong Kong arrangement, using Form IR1313A. For the Mainland arrangement, a certificate issued for one calendar year generally serves as proof for that year and the two following calendar years. The certificate doesn't guarantee treaty benefits; the Mainland tax authority decides.

This guide covers Hong Kong rules only. Take advice from a Mainland adviser on any Mainland rules that apply to you as an investor.

What we help with

We can set up the company, act as company secretary, provide the registered office address, prepare your bank account application and keep your accounts and tax filings up to date. See company formation and bank account opening.