Asia

Hong Kong: contracts, corporate, trademarks and employment

Hong Kong remains the contracting hub between mainland China and the rest of the world. Its common law system, bilingual courts, the HKIAC arbitration seat and a companies regime closely modelled on English law make it a natural home for trading subsidiaries, distribution agreements and holding companies for Greater China operations.

Review a contract here, US$550 File a trademark, US$950 per class

Contracts Corporate Trademarks Employment Products here Questions

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Who signs off and files here
LegalMatrix prepares documents on its AI-assisted workflow and delivers in Hong Kong through a Hong Kong law firm engaged as its delivery partner. Every document is reviewed and signed off by a solicitor admitted in Hong Kong before release. Trade mark searches and filings are lodged with the IPD by the partner firm, which provides the Hong Kong address for service.

Contracts

Topic	Essentials
Governing law	Hong Kong law is a common law system and parties may freely choose it, or any other law, for a commercial contract. Hong Kong court judgments and HKIAC awards benefit from reciprocal enforcement arrangements with the mainland, which is a frequent reason for choosing a Hong Kong forum in China-related deals.
Language	English and Chinese are both official languages. Contracts are commonly in English; where a Chinese version is signed, state which text prevails. Court proceedings may be conducted in either language.
Electronic signature	The Electronic Transactions Ordinance (Cap. 553) recognises electronic signatures between private parties where the method is reliable and appropriate and the recipient consents (section 6). Where a government entity is a party, a digital signature supported by a recognised certificate is required. Schedule 1 excludes, among others, wills, trusts (other than resulting, implied or constructive trusts), powers of attorney, instruments required to be stamped under the Stamp Duty Ordinance, land documents under the Land Registration Ordinance and Conveyancing and Property Ordinance, oaths, affidavits, statutory declarations, court documents and negotiable instruments. Because share transfer instruments are stampable, they are signed on paper. Check the authority: https://www.elegislation.gov.hk/hk/cap553

The Contracts (Rights of Third Parties) Ordinance (Cap. 623) allows third-party enforcement unless excluded; standard practice is to exclude it.
Private companies may execute documents without a common seal under the Companies Ordinance (Cap. 622); deeds are executed by two directors, or by a director and the company secretary, or by a sole director with a witness, or under seal.
Share transfers attract stamp duty on both the buyer and seller (currently 0.1 per cent each on the higher of consideration and net asset value, plus a fixed fee on the instrument of transfer; check IRD), and must be stamped within the statutory window.
The Control of Exemption Clauses Ordinance (Cap. 71) limits exclusion of liability in standard terms.

Corporate

Topic	Essentials
Director duties	The duty to exercise reasonable care, skill and diligence is codified in section 465 of the Companies Ordinance (Cap. 622); fiduciary duties (good faith, proper purpose, no conflicts, no secret profits) remain common law and are summarised in the Companies Registry's Guide on Directors' Duties. A private company must have at least one director who is a natural person; there is no residency requirement.
Shareholder rights	Ordinary resolutions require a simple majority and special resolutions 75 per cent. Private companies may pass written resolutions and may dispense with annual general meetings by unanimous resolution. A member may petition for relief from unfairly prejudicial conduct under section 724 and may bring a statutory derivative action.
Share transfers	A private company's articles must restrict the right to transfer shares. Transfers use an instrument of transfer and bought and sold notes, are approved by the board, stamped by the Inland Revenue Department and recorded in the register of members. Directors may not allot shares without prior shareholder approval (section 140), which matters for option exercises.

Every company must appoint a company secretary (an individual ordinarily resident in Hong Kong or a licensed trust or company service provider).
Every company must keep a significant controllers register and appoint a designated representative; the register is available to law enforcement, not the public.
Annual returns are filed with the Companies Registry within 42 days of the anniversary of incorporation for private companies.
Financial assistance for the acquisition of own shares is permitted through a solvency-based procedure for private companies.

Trademarks

Approximate time from filing to registration without opposition, compared with two other offices. Compare all ten.

Topic	Essentials
Authority	Intellectual Property Department (IPD), Trade Marks Registry
System	First to file under the Trade Marks Ordinance (Cap. 559). Unregistered marks are protected only through passing off.
Time to registration	Approximately 6 to 9 months from filing to registration where there is no deficiency, objection or opposition; check the authority.
Classes	Nice Classification. One application may cover several classes; the official fee is a base amount for the first class plus a fee for each additional class (check the authority).
Opposition	3 months from publication in the Hong Kong Intellectual Property Journal, with one 2-month extension available to an intended opponent.
Term	10 years from the filing date, renewable for further 10-year periods.

A Hong Kong registration does not extend to mainland China, Macao or Taiwan; separate filings are needed.
Application of the Madrid Protocol to Hong Kong has been in preparation for several years but was not yet in effect at the review date; check the authority.
There is no register of trade mark agents; applicants need an address for service in Hong Kong, usually a law firm or agent.
Substantive examination usually begins within about four months of filing. A refusal notice gives six months to respond, extendable.
A registration unused for three continuous years is exposed to revocation.