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Corporate & Commercial Law


Haldanes’ corporate and commercial practice combines an ability to assist with the execution of a diverse range of corporate transactions and to assist commercial clients with the operation, regulation and development of their businesses in Asia.

A Focused Team of Corporate & Commercial Lawyers

Our focused team of corporate and commercial lawyers have experience in representing clients in executing various corporate and commercial transactions, including mergers and acquisitions, corporate finance, venture capital/private equity financing, joint ventures and investment fund transactions.

Wide-ranging Experience in Greater China and the Asia region

The corporate and commercial partners have many years of experience representing multi-national corporations, financial institutions, global and regional investment funds, entrepreneurs and technology companies throughout the Asia-Pacific region, including the People’s Republic of China.

Our corporate and commercial lawyers have experience in handling virtually all aspects of business relations, including advice on, drafting and negotiating of a diverse range of commercial contracts, both locally and internationally, including licensing, partnership, outsourcing, distribution, manufacturing and agency arrangements.

Our strengths are founded on an emphasis towards developing an in-depth, focused and personalized understanding of client needs enabling our corporate and commercial lawyers to deliver a business-oriented and solutions-driven service.

Company Secretarial

Our corporate and commercial lawyers offer a full range of corporate secretarial services for both Hong Kong and offshore companies in most jurisdictions, including

  • Company formation services (We provide electronic services for one-stop company incorporation and business registration)
  • Registered offices
  • Company secretarial services
  • Filing of statutory returns
  • Nominee shareholder
  • Keeping Registers
  • Authorised signatory
  • Opening Bank Account
  • Authorised representative (for overseas companies registered in Hong Kong)
  • Agent for service of legal process
  • Application for dormant status of Hong Kong companies
  • Arranging for audit, accountancy and tax consultancy services
  • Deregistration and winding-up services


John McLellan

“Incredible attention to detail and passionate advocacy for his clients.”

John McLellan

“John McLellan and his team at Haldanes have deep understanding and insights in the subject matters and has been instrumental in helping our firm navigate the complicated landscape.”

John McLellan

“John McLellan takes time to fully understand the issues at hand and comes up with solutions regardless of the difficult nature of the matters at hand.”

John McLellan

“John Paul McLellan is a prominent name in Hong Kong, where he excels in the full spectrum of transactional matters as well as licensing arrangements on behalf of clients in the film, television and sports industries.”

Frequently Asked Questions

  • How do I register a company limited by shares?

    You have to choose a company name first. In choosing a company name, please refer to the Companies Registry’s Guideline on Registration of Company Names for Hong Kong Companies. Then, you have to deliver the application documents with the correct fees either electronically through the Registry’s electronic service portal “e-Registry” or in hard copy form to the Shroff on the 14th floor of the Queensway Government Offices. The application documents include:

    • Incorporation Form – Form NNC1 (for company limited by shares) or Form NNC1G (for company not limited by shares);
    • A copy of the company’s articles of association;
    • A Notice to Business Registration Office (IRBR1)
  • Can I acquire a company limited by shares?

    Yes, acquiring a shelf company which was incorporated by an agent in Hong Kong will normally take 2 working days upon receiving all the information/documents. As for this option, the agent shall be the founder member of the shelf company holding the first share of the shelf company, and shall then transfer its 1 share to you. The first director of the shelf company would be an individual nominated by the agent who will resign immediately after you acquire the shelf company.

  • What are the advantages of company limited by shares?

    A private limited company is the most popular type of business entity in Hong Kong. The private limited liability company is a type of company that has legal capacity and offers the protection of the personal assets belonging to the founders.

  • Who is eligible to be a director of company limited by shares?

    Requirement to have at least one natural personal as a director who can be of any nationality and need not reside in Hong Kong. Directors must be at least 18 years old and must not be bankrupt or convicted of any prior malpractices. The sole director of a private limited company must not also be the company secretary. Additional company directors are allowed which can be corporate entities.

  • Who is eligible to be a shareholder of company limited by shares?

    A Hong Kong private limited company can have at least 1 and a maximum of 50 shareholders. There is no residency restriction for shareholders and can also be a corporate entity. A director can also be a shareholder and the shareholder must be at least 18 years old.

  • What is the role of the Company Secretary of company limited by shares?

    The Company Secretary must be a Hong Kong resident or a corporate entity which has a place of business or registered office in Hong Kong.

  • What is Registered Office?

    A limited company is required to have a registered office address to all communication which government notice may be addressed to it.

  • What statutory records are required to be kept at the Registered Office?

    Register of directors, register of charges, register of debentures the register of shareholders and Register of Significant Controllers. The statutory records also include minutes of the meetings /written resolutions of the board of directors and the shareholders.

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