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What is the general requirement for setting up a limited company in Hong Kong?


Being a free market ecomony, the requirement for setting up a limited company in Hong Kong is relatively simple:

For                            General Requirement

Shareholder                One(1 ), who can be Hong Kong or non-Hong Kong corporate or individual.

Director                      One(1), who can be Hong Kong or non-Hong Kong individual.  In case the sole director is also the sole shareholder of the company, 

                                  a 'reserve director' shall be appointed for the company.

​Company Secretary      One(1), who must be Hong Kong resident corporate or individual.

Registered Office         Must be a physical address in Hong Kong (P.O. Box is not allowed).

Share Capital               No minimum authorized share capital requirement and the company's shares will have no nominal value.

Board Meeting/            No requirement on where board meetings or general meetings should be held, i.e. they can be held outside Hong Kong.

General Meeting

Business Registration    Apply for Business Registration Certificate with the Business Registration Office at the time of application for incorporation.


​If you wish to incorporate a limited company in Hong Kong, please contact our office at (852) 2808 0048 or by email at








What are the ways of dissolution available in Hong Kong?

In Hong Kong, the laws that govern the dissolution of companies are the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32), the Companies (Winding Up and Miscellaneous Provisions) (Amendment) Ordinance 2016 and the Companies (Winding-Up) Rules (Cap 32H).  These are the main types of dissolution, namely:

  • Members' Voluntary Winding Up ("MVL")

  • Creditors' Voluntary Winding Up ("CVL")

  • Court Winding Up (i.e. Compulsory Liquidation) ("CWU")

  • Deregistration

There are many reasons why senior management wants to dissolve a company, to name a few, such as strategic relocation, streamline operation and shareholders' dispute; but no matter what are the reasons behind the decision, the method of dissolution to be chosen depends on the company's financial position at the relevant time.

As a general rule, if a company is solvent (i.e. total assets exceed total liabilities), it is normally placed into liquidation by way of MVL.  However, if a company is insolvent, it can only be wound up via CVL or CWU.  For the commencement of MVL and CVL, it can be instigated either by the company's shareholders or its directors.  In case of CWU, it is initiated typically by the creditors of the company, although shareholders and directors can also file an application to the court for the winding-up of the company.

At iProhk, we provide our clients with a preliminary review on their accounts at no cost.  Based on the information provided, we will suggest the most appropriate way to handle the company's dissolution to our clients for consideration and provide all the necessary assistance in a professional and timely manner.

If you require further information, please contact our office at (852) 2808 0048 or by email at

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