Corporate & Commercial Legal Services in Hong Kong
TITUS Solicitors is an independent Hong Kong law firm advising companies, founders and investors on corporate and commercial matters. We act for Hong Kong SMEs, startups, family-owned businesses and overseas companies entering the market. That covers incorporation, shareholders’ agreements, commercial contracts, corporate governance, investment rounds and business sales under Hong Kong law. Think of us as your outsourced legal team, on transactions and on the everyday questions in between.
- Mergers and Acquisitions
- Private Equity and Venture Capital
- Joint Ventures
- Business Sale and Purchase
- Corporate Reorganisations
- Due Diligence
- Distribution and Franchise
- Investment Agreements
- Shareholders’ Agreements
- Commercial Arrangements and Agreements
What our corporate & commercial team handles
We handle the legal work behind running and growing a business in Hong Kong. The matters we see most often:
- Company formation and structuring — incorporating Hong Kong private companies limited by shares, choosing a holding structure, and re-organising existing groups under the Companies Ordinance (Cap. 622).
- Shareholders’ agreements and constitutions — drafting and negotiating shareholders’ agreements, articles of association, founder vesting, drag/tag-along and deadlock terms.
- Commercial contracts—supply, distribution, services, agency, licensing, NDAs, terms of business and SaaS/technology agreements.
- Corporate governance and company secretarial support — director duties, board and shareholder resolutions, significant controllers register obligations, and ongoing compliance.
- Investment and fundraising — seed and venture rounds, SAFEs, convertible notes, subscription and shareholders’ documents. For fund vehicles and managers, see our Investment Funds practice.
- Mergers, acquisitions and exits — share and asset sales, due diligence, SPAs, and business transfers for SMEs.
- Foreign businesses entering Hong Kong — subsidiary, branch and representative office set-up, and cross-border contracting.
- Financing and security — loan and facility documentation, guarantees, security and the registration of charges under the Companies Ordinance.
For founder and early-stage work, see Startup Investment. For regulated or technology-driven businesses, see Financial Technology.
- Hong Kong SMEs and family businesses that need a reliable outside legal team without hiring in-house.
- Founders and startups raising capital or formalising founder and equity arrangements.
- Investors and corporates doing deals, joint ventures or acquisitions.
- Overseas companies establishing or expanding a Hong Kong presence.
To set expectations honestly:
- We are a Hong Kong law firm advising on Hong Kong law. We don’t advise on the laws of other jurisdictions, though we regularly work alongside overseas counsel.
- We are not a company-secretary or accounting bureau. We can run the incorporation and the corporate legal work and coordinate with your company secretary and accountants, but routine bookkeeping and tax filing sit with those providers.
- Pure contentious disputes go to our Litigation & Alternative Dispute Resolution team rather than the corporate group, though the two work closely together.
We act as a commercial legal partner, not a document factory. We learn how your business actually works, flag the risks that matter, and draft documents that hold up when something goes wrong. Because we’re independent, you deal directly with the lawyers doing your work, and we’re clear about fees and scope before we start. Where a matter touches employment, intellectual property or financing, we bring in the right colleagues so you get one coordinated answer rather than three half-answers.
Ready to talk? Book a consultation or contact our team to discuss your corporate or commercial matter.
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Frequently Asked Questions
Do I need a corporate lawyer to set up a company in Hong Kong?
You are not legally required to use a lawyer to incorporate a company; many founders use a company-secretary or formation agent for a standard set-up. A lawyer earns their place where the structure is non-standard — multiple founders, outside investors, IP to assign in, or a group structure — and where you need a shareholders’ agreement that protects you later.
What is the difference between articles of association and a shareholders’ agreement?
The articles are the company’s public constitution, registered with the Companies Registry and binding on the company and its members. A shareholders’ agreement is a private contract between shareholders covering matters such as decision-making, transfers of shares, and what happens on exit or dispute. Most businesses with more than one owner benefit from having both.
How long does it take to incorporate a Hong Kong company?
A straightforward online incorporation of a private company limited by shares can be completed within about one hour of a complete electronic submission via the Companies Registry’s e-Registry, where no manual review is triggered; hard-copy applications take around four working days. Timing can stretch where shareholders are corporate entities, where there are due diligence/KYC checks, or where a bank account is needed.
Can a foreigner own 100% of a Hong Kong company?
Hong Kong generally allows full foreign ownership of a private company, and directors and shareholders do not need to be Hong Kong residents. The company must still have a Hong Kong registered office and a company secretary, and at least one director who is a natural person. Where there is only one director, that director must be a natural person, and the sole director cannot also be the company secretary.
What ongoing legal obligations does a Hong Kong company have?
A Hong Kong private company must, among other things, maintain a registered office, keep statutory records, file annual returns with the Companies Registry, renew its business registration with the Inland Revenue Department, and maintain a significant controllers register. Directors owe duties to the company. We can help you put a compliance calendar in place.
Do you offer fixed fees?
For defined pieces of work — incorporation, a standard shareholders’ agreement, a contract review — we can usually agree a fixed fee or a capped estimate up front. For open-ended or fast-moving matters we may work on an hourly basis with an agreed budget and regular updates. Either way, we confirm fees and scope in writing before starting.
This page provides general information on Hong Kong law and does not constitute legal advice. The law may change and how it applies depends on your circumstances. For advice on your specific situation, please contact TITUS Solicitors. TITUS Solicitors is a law firm regulated by The Law Society of Hong Kong.