Hong Kong company requirements: directors, company secretary and registered office

The minimum requirements at a glance

Before you file anything with the Companies Registry, you need five things confirmed: a director, a shareholder, a company secretary, a registered office, and a plan to maintain your Significant Controllers Register. The director and shareholder can be the same person, and that person can be of any nationality and reside anywhere in the world. The company secretary, however, must either be an individual ordinarily resident in Hong Kong or a body corporate with a registered office in the territory.

Your registered office must be a physical address in Hong Kong, not a PO box. This is where statutory mail from the government will arrive, and it must be accessible during normal business hours. The Significant Controllers Register, sometimes called the SCR, is a record of every person or legal entity that holds significant control over the company. You keep it at the registered office and make it available for inspection by law enforcement on demand.

These requirements apply equally to a single founder setting up a trading company and a multinational establishing a subsidiary. The threshold is the same.

Directors and shareholders: who, how many and from where

Hong Kong allows 100 per cent foreign ownership. You need a minimum of one director and one shareholder, and they can be the same individual. There is no upper limit on the number of directors or shareholders, but every company must have at least one director who is a natural person: you cannot have a board made up entirely of corporate directors. The minimum age for a director is 18, and there is no residency requirement, so a founder based in London, Dubai or São Paulo can serve as the sole director without appointing a local nominee.

Shareholders can be individuals or corporate entities. If a corporate entity holds shares, you will need to trace beneficial ownership through to a natural person for the Significant Controllers Register. Share capital can be denominated in any currency, and there is no minimum paid-up capital requirement, though most companies incorporate with a standard HKD 10,000 in issued shares.

One practical point: while a local director is not legally required, some banks prefer to see at least one Hong Kong-resident signatory on the account. That is a banking preference, not a statutory obligation, but it is worth factoring into your planning. The full compliance requirements for directors include keeping the Companies Registry updated whenever a director is appointed, resigns or changes their personal details.

The mandatory company secretary

Every Hong Kong company must have a company secretary in place from incorporation: the secretary is named on the incorporation form, so the role is filled from day one rather than added later. The Hong Kong company secretary requirement is strict: the secretary must be a natural person who ordinarily resides in Hong Kong, or a body corporate with a registered office in the territory. Your sole director cannot also act as company secretary if the company has only one director, so a separate appointment is always needed for single-director structures.

The company secretary is not an administrative afterthought. This role carries statutory duties: maintaining the company's registers, filing the annual return, ensuring the company's articles are up to date, and advising the board on compliance matters. If the position falls vacant, the company has a limited window to appoint a replacement before penalties apply.

Most overseas founders outsource this role to a licensed corporate services provider. Cosmos, for example, handles the company secretary function through its Hong Kong-licensed partners, which means the statutory registers, annual filings and government correspondence are managed by people who do this every day. Trying to fill this role informally, perhaps by asking a friend in Hong Kong to hold the title, is a common mistake that tends to create problems when the company needs to file or respond to a government notice.

The registered office address

The Hong Kong registered office requirement is straightforward but non-negotiable: your company must maintain a physical address in Hong Kong at all times. This address appears on the public register and is where the Companies Registry, the Inland Revenue Department and the courts will send official correspondence. A PO box does not qualify, and neither does a residential address in most practical scenarios, because the address must be available for inspection during business hours.

For companies that do not have a physical presence in Hong Kong, a registered office service is the standard solution. You rent a commercial address from a provider, and that provider handles incoming government mail on your behalf. Cosmos arranges a registered office address through its Hong Kong-licensed partners, which removes the need to source one separately.

If you change your registered office, you must notify the Companies Registry within 15 days using the prescribed form. Failing to maintain a valid address, or letting mail pile up unread, can result in missed filing deadlines and the penalties that follow. The Companies Registry maintains a public record of every company's registered office, so keeping it current is not optional.

The Significant Controllers Register

Since March 2018, every Hong Kong company has been required to maintain a Significant Controllers Register, commonly abbreviated to SCR. This register identifies every natural person or legal entity that exercises significant control over the company. A person has significant control if they hold more than 25 per cent of the company's shares or voting rights, have the right to appoint or remove a majority of directors, or otherwise exercise significant influence or control.

The SCR must be kept at the company's registered office or at a prescribed location in Hong Kong, and it must be made available for inspection by law enforcement officers on demand. There is no requirement to file the SCR with the Companies Registry, but failing to maintain one, or maintaining one with inaccurate information, is a criminal offence carrying fines of up to HKD 25,000.

For simple structures where the founder is the sole shareholder and director, the SCR is a one-page document. For multi-layered holding structures, tracing beneficial ownership back to natural persons can be more involved. A compliance guide for Hong Kong companies outlines the specific thresholds and documentation standards. Where Cosmos coordinates your incorporation through its licensed partners, the SCR is typically prepared as part of the setup process.

Ongoing obligations: annual return, audited accounts and tax filing

Incorporation is just the starting line. Every Hong Kong company must file an annual return with the Companies Registry within 42 days of the anniversary of its incorporation date. The filing fee is currently HKD 105, and the return confirms the company's directors, shareholders, registered office and share capital. Late filing attracts escalating penalties.

Hong Kong also requires every private company to have its accounts audited by a certified public accountant. There is no exemption for small companies, which surprises founders who are used to audit thresholds in the UK or Australia. Your first set of accounts covers the period from incorporation to your chosen financial year-end, and subsequent audits are annual. The audit and annual return obligations are separate processes, and missing either one creates its own set of problems.

On the tax side, Hong Kong operates a territorial system: only profits sourced in Hong Kong are subject to profits tax. The current rate is 8.25 per cent on the first HKD 2 million of assessable profits and 16.5 per cent thereafter. Hong Kong is not tax-free. The Inland Revenue Department will issue a profits tax return, usually about 18 months after incorporation, and you must file it with your audited accounts attached. The broader compliance landscape in 2026 includes increased scrutiny of offshore claims, so maintaining proper records from day one matters more than ever.

Frequently asked questions

Do I need a company secretary? Yes. Every Hong Kong company must have a company secretary at all times. The secretary must be a Hong Kong-resident individual or a body corporate with a Hong Kong registered office. If you are the sole director, you cannot also serve as company secretary.

Do I need a local director? No. There is no requirement for a Hong Kong-resident director. Your directors can be of any nationality and based anywhere in the world, provided at least one is a natural person aged 18 or over.

Do I need a registered office? Yes. You must maintain a physical address in Hong Kong, not a PO box, where government correspondence can be delivered during business hours. Most overseas founders use a registered office service.

What is the Significant Controllers Register? The SCR is a statutory record of every individual or entity that holds significant control over your company, generally meaning more than 25 per cent of shares or voting rights. You keep it at your registered office and make it available for law enforcement inspection. Failing to maintain it is a criminal offence.

Getting these Hong Kong company requirements right from the start saves you from penalties, delays and awkward conversations with the Companies Registry later. If you want the setup handled properly, Cosmos works with licensed Hong Kong partners to take care of the company secretary appointment, registered office, SCR and ongoing filings, so you can focus on actually running the business.

This is general information, not tax or legal advice. Confirm your position with a qualified adviser before acting.