Opening and utilizing an offshore business entity has been done by the rich for decades, and for good reason. Opening an offshore business can reduce (or eliminate) burdensome tax structures, can provide privacy protection, reduce reporting requirements and can reduce audit risk.
For those that do business internationally, or on the internet, using an offshore business entity is a smart move.
ENTER HONG KONG
Hong Kong is a great choice for opening an offshore business for one very big reason: Any business done outside of Hong Kong is taxed at 0%. Business done inside Hong Kong is taxed at a flat 16.5%. Businesses that incorporate in Hong Kong but operate internationally can eliminate much (or sometimes all) of their tax burden.
Don’t let the above picture fool you, even though Hong Kong mostly is a 3rd world slum it is also a world business center and a great place to incorporate. Here are some of the main benefits of opening a Hong Kong company:
- Setting up a Hong Kong company is inexpensive
- Hong Kong is the world’s freest economy and has held that record consecutively for 17 years in a row
- Opening a business in Hong Kong is easy.
- Hong Kong is one of the least corrupt countries in the world, it ranks ahead of the USA, Germany, Japan and the United Kingdom.
- Hong Kong has a world class business infrastructure
- In Hong Kong you can easily recruit skilled staff
- English is spoken as one of the two main languages of Hong Kong (Cantonese is the other)
- Hong Kong is strategically located for business in Asia and is the best gateway for doing business in mainland China
- Hong Kong is owned by the People’s Republic of China but was developed under and is still ruled by British law. Hong Kong’s legal system is separate from Mainland China’s, and English common law prevails.
- Foreigners can own 100% of a Hong Kong company and are free to be the sole directors and shareholders of a Hong Kong company. There are no local resident requirements and there are no restrictions on nationality .
- A Hong Kong company offers global recognition and is very stable. Hong Kong is one of the world’s major trading, finance and service centers
- To open a Hong Kong company, you don’t need a physical address in Hong Kong and your physical presence is Hong Kong is not required (you may even be able to open your bank account from abroad)
- A Hong Kong company allows you to open up a multi currency Hong Kong bank account and gives you access to Hong Kong banking
- Hong Kong adopts a territorial source principle of taxation meaning that all profits generated outside of Hong Kong are tax free and profits generated inside Hong Kong are taxed at 16.5%
Who should consider opening a Hong Kong based company?
- Entrepreneurs and businessmen who do a lot of international business.
- Anyone who makes their living via e-commerce or other internet methods (i.e. internet marketers, domainers, internet entrepreneurs etc.)
- Anyone who works directly with Asia.
- Anyone who spends a significant amount of time abroad.
Note: US citizens who spend 330 days or more per year outside of the US, and make their money outside of the US, qualify for the Foreign Earned Income Exclusion. The foreign earned income exclusion will allow you to pay zero income tax on all income earned outside of the USA, up to $92,900 per year. This exclusion, coupled with a zero income tax Hong Kong company, can save you a significant amount of money.
SETTING UP A HONG KONG COMPANY
Setting up a Hong Kong company is easy. In a nutshell, you will pick the name, provide your passport copy, provide your name and address, pay your fees, and then do a yearly audit.
You have two choices to create your company:
1) Do it yourself
- Not recommended unless you have done the required research and know which forms to file, where to go, and when to file your yearly audits. Doing it yourself is the cheaper upfront option but could cost you much more in the long run if you fail to keep up with the required details and paperwork.
2) Use a company that specializes in opening Hong Kong companies for foreigners.
- Using a company is the easiest choice. It will cost you more upfront but you will get some piece of mind knowing that all the i’s are dotted and the t’s are crossed.
TYPES OF HONG KONG BUSINESS STRUCTURES
You will need to determine which type of business entity you want to use. There are four basic business structures available in Hong Kong:
- Sole Proprietorship
- Partnership or Joint Venture
- Limited Liability Company (also known as a ‘Private Limited Company’)
- Branch Office of an Overseas Company
A limited liability company is the recommended entity because it limits your personal liability to the capital subscribed.
You will need to determine the name you would like to use for your company. You must use a name that is not already in use by another Hong Kong Company. You can do a free name search here.
A minimum of one shareholder and one director is required, however the shareholder and the director can be the same person. You will have to have a company secretary and they must be a Hong Kong company or individual. If you use a company to set up your Hong Kong business they will most certainly provide you with secretarial services.
The incorporation of a brand new company takes around eight to ten days but one can buy a “shelf company” and start business almost immediately. This kind of “shelf company” has never traded since incorporation and so has no liabilities.
Shelf companies are ready-made companies which can be used the moment they are purchased. They normally have an authorised capital of HK$10,000 with standard Memorandum and Articles of Association. One can change the name, amend the Articles or increase the authorised capital at any time. Shelf companies are setup in Hong Kong with one subscriber share of HK$1.00 which is the statutory minimum. There is no obligation to subscribe and pay up further capital.
The three typical structures of Hong Kong limited liability companies are:
- Your overseas company holds the shares of the Hong Kong company as a parent company
- You hold the shares of the Hong Kong company as an individual
- A nominee shareholder holds the shares of the Hong Kong company on your behalf as the beneficial owner
SETTING UP A HONG KONG
PRIVATE LIMITED LIABILITY COMPANY
The minimum requirements are:
- One Shareholder
- One director
- A company secretary
- A registered office address in Hong Kong
- An auditor(s)
- A Business registration certificate
Every Hong Kong company must have at least one shareholder, who does not need to be a Hong Kong resident and can be either an individual or a corporation. Shareholders and directors can be individuals or corporations of any nationality or residence.
Nominee shareholder services are available where the beneficial owner wishes to remain anonymous. The shares are issued in the name of nominee companies, which are wholly owned subsidiaries of our company and the name of the owner does not appear on record.
Every Hong Kong company must have at least one director who does not need to be a Hong Kong resident and can be either an individual or a corporation. The director and the shareholder can be the same person or corporation.
One Company Secretary
The company secretary must be either an individual resident in Hong Kong or another Hong Kong limited company. The company must keep its statutory books such as the register of members and the register of directors, etc together with minute books at its registered office. It must also file a return with the Companies Registry of its present company structure at the anniversary date of its incorporation. Many Hong Kong companies can act as the nominated secretary and attend to the preparation of the AGM documents and filing of the Annual Return
Every Hong Kong company is required by law to have its annual accounts subject to a statutory audit. The auditors must be a firm of Hong Kong accountants. An auditor of the company must be appointed within 18 months of incorporation of the company. A Hong Kong company is required to prepare annual accounts which must be audited by a Certified Public Accountant (“CPA”).
Registered Office in Hong Kong
A Hong Kong company must have a registered office in Hong Kong. You may use a virtual office (or holding service) or a company that provides virtual office services. A Registered Office is a statutory requirement under Hong Kong Companies Ordinance and Ordinance for all notices from government are to be sent to the Registered Office.
Register with the Hong Kong Business Registration Office
Every company must register with the Business Registration Office and pay the Business Registration Fee on the anniversary of its date of incorporation. All companies operating in Hong Kong are required to have this business registration certificate to conduct business
File Profits Tax and Employer’s Returns annually
In Hong Kong, there are 3 types of taxes: profit tax, salaries tax and property tax. Your Hong Kong company would only be affected by profits tax (assuming you do not buy property in Hong Kong). The profits tax rate in Hong Kong is 16.5%. If your company does business offshore, you can apply for offshore income with the Hong Kong Inland Revenue Department. When completed your tax rate would be 0%. An offshore income claim is not automatic, it needs to be applied for.
The Inland Revenue Department will select some transactions and request all the documents relating to these transactions to be submitted to ensure that all the company’s operations are carried out outside HK, it is therefore recommended to keep all the correspondence for all the transactions e.g. faxes, emails, telephone bills, memos of meetings, purchase orders, sales orders, shipping documents.
File an annual return giving particulars of the Directors, Shareholders and Secretary, together with the Company’s capital structure
An annual return of the company must be filed with the Companies Registry every year. A Hong Kong company must also notify the Companies Registry of any special resolution passed (other than that to change the company’s name), the creation of a charge over certain assets and any change which may occur in the information contained in the documents already filed.
Each year, a company must record minutes of its annual general meeting (“AGM”) at which the audited accounts are presented, the directors re-elected and the auditors re-appointed, etc.
PRIVATE LIMITED COMPANY
The Fee(s) for starting a Pivated Limited Hong Kong company will vary depending on which company you decide to use and which extra options you choose. Prices will vary between $1,000 USD to $2,000 USD.
The company pictured below, Asia Business Services, quotes a total price of $8,000 HKD ($1,030 USD) for a Hong Kong Private Company formation and includes one year of secretarial services, one year of office services and help with opening a Hong Kong bank account – in addition to opening the private limited account, taking care of the government regulations and getting your business certificates and company kit (rubber stamps etc).
Annual business registration fees paid to the government can vary per year (this year they are less than $100 USD). Annual auditing and accounting fees will vary based on the company you use.
There are many companies available that specialize in helping foreigners open Hong Kong companies. A few hours of google research should help you to find the perfect company for you.
HONG KONG BANKING
One of the great benefits of opening a Hong Kong company is that you will be able to also open a Hong Kong bank account. Unlike most offshore banking centers which try to discourage regular transactions by imposing high fees, Hong Kong banks do not discourage many transactions and have low wire transfer fees to prove it. Unlike tax haven countries, Hong Kong bank accounts are meant to be used for business and not for savings.
For commercial banking for your small offshore company you will likely end up using HSBC, the dominant bank in Hong Kong. There are many smaller banks but they are harder to get into of you aren’t a Hong Kong citizen. HSBC is a London headquartered bank, HSBC actually stands for Hong Kong and Shanghai Banking Corporation, and they are currently listed as one of the world’s 50 safest banks.
There is a minimum deposit fee to open a bank account in Hong Kong. The minimum deposit fee is typically low but will vary from bank to bank. $1,000 HKD should be enough to get your account started.
With a few minor exceptions, all Hong Kong bank accounts are multi-currency. This means you have just one account number, but when you log in to your internet banking, you’ll see separate balances for each currency. For example you might have some HK dollars, some Singapore dollars, some US dollars, some Euros etc. Of course, you may use only USD if you wish.
Owning a multi-currency bank account is a great way to diversify currency risk and is a common strategy among the wealthy banks of Europe. A multi-currency bank account is also a must if you typically work with more than one currency. Multi-currency accounts are a good, conservative way to hedge against currency risks or make profits with fluctuations. Anyone who wishes to diversify outside of the dollar will need a foreign bank account.
One of the greatest advantages of opening a foreign bank account, besides the currency diversification out of the dollar, is privacy. US citizens are obliged to report any and all offshore multi-currency account to the IRS, however, private parties like credit rating agencies or lawyers who might want to sue you will not know anything about a private foreign bank account.
Opening a foreign bank account will not affect your tax situation, positively or negatively, as you must declare any and all foreign bank accounts to the IRS.
US citizens cannot avoid paying taxes but you can minimize them through the use of offshore business entities.
Hong Kong is one of the best places in the world to buy and hold gold bullion coins. You can hold virtual ounces of gold in a Hong Kong bank account and there are also a number of private safe storage facilities in Hong Kong where you can store gold.
HONG KONG INCORPORATION
Hong Kong Official Websites:
- Search for a company name
- Inland Revenue Department
- Hong Kong Companies Registry
- Company Name Guidelines
Articles about Hong Kong Business:
- Starting a Business in Hong Kong (an Introduction)
- Hong Kong Company Registration Guide
- Hong Kong LLC FAQ’s