Yes — one person can hold both roles. Under the Companies Ordinance (Cap. 622), a Hong Kong private company limited by shares may have a single member who is also the sole director. The Ordinance itself contemplates this structure: the reserve-director provision in section 455 refers to "a private company which has only one member and that member is the sole director of the company" (Companies Registry FAQ on directors and company secretary, checked 1 October 2026).
Two things follow immediately. The sole director must be a natural person, and that same person cannot also be the company secretary. Those are the two rules that catch most one-person setups.
What the law requires, role by role
| Role | What Cap. 622 requires | Section |
|---|---|---|
| Member / shareholder | One is enough for a private company; the Ordinance's own reserve-director rule addresses the case of a private company with only one member who is also sole director | s.455 (as described by the Companies Registry) |
| Director | At least one director must be a natural person (an individual) | s.457(2) |
| Director on incorporation | All private companies registered under the Ordinance must have at least one natural person as director at incorporation | s.457 |
| Company secretary | If a natural person, must ordinarily reside in Hong Kong; if a body corporate, its registered or principal office must be in Hong Kong | Cap. 622, per Companies Registry incorporation FAQ |
| Separating the roles | The sole director is expressly prohibited from acting as company secretary | s.475(2) |
Why the one person cannot also be company secretary
This is the practical constraint. Because s.475(2) bars the sole director from acting as company secretary, a one-person Hong Kong company always needs a second human being or a corporate service provider in the secretary role. If you appoint an individual, that person must ordinarily reside in Hong Kong; if you appoint a company, its registered or principal office should be in Hong Kong (incorporation FAQ, published 12 June 2026).
Note the asymmetry: there is no Hong Kong residency requirement for directors. A director can live anywhere. The residency rule attaches to the company secretary, not the director.
The reserve director option
If the company has only one member and that member is the sole director, the company may nominate a reserve director to act if the sole director dies. The nominee must be a person other than a body corporate and must have attained the age of 18 years (s.455). This is optional, and it is a narrow mechanism — it operates on the sole director's death, not as a general substitute for appointing a second director.
Who may incorporate
Non-Hong Kong residents may incorporate a local limited company in Hong Kong, and there is no requirement on the minimum amount of a company's paid-up capital under the Companies Ordinance (both points from the Companies Registry's incorporation FAQ). So nationality, residence and start-up capital are not gatekeepers here; the director, secretary and filing requirements are.
The incorporation route
Incorporation documents are delivered either electronically through the Companies Registry's e-Services Portal or in hard copy to the Registry. For a company limited by shares, the incorporation form is Form NNC1 (Form NNC1G is for a company not limited by shares).
On cost, the Companies Registry's fees page (revised 23 September 2025, checked 1 October 2026) lists incorporation of a local private company with share capital at HK$1,545 if delivered in electronic form and HK$1,720 in hard copy, under the Companies (Fees) Regulation (Cap. 622K). On top of that come the business registration fee and levy; those amounts are set by the Business Registration Office (Inland Revenue Department) and are not covered on this page, so confirm them separately. Because the figures come from a table whose cell values are not straightforward to read mechanically, check the current fee table on the Registry site before you pay.
Ongoing filings after incorporation
Two deadlines carry most of the compliance load.
Annual return. A local private company must deliver its annual return to the Registrar of Companies within 42 days after the anniversary of the date of its incorporation, every year. Late delivery is a criminal offence (Companies Registry compliance page on annual returns, published 12 November 2025). The form is Form NAR1. The registration fee is HK$105 if delivered within the 42 days, rising on an escalating scale to HK$3,480 if delivered more than 9 months late (fees page).
Changes in directors. An appointment or cessation must be reported on Form ND2A ("Notice of Change of Company Secretary and Director (Appointment / Cessation)") within 15 days after the appointment or cessation (directors and company secretary FAQ). If your one-director structure changes — you add a director, or the sole director resigns — this 15-day clock applies.
What this page does not cover
Hong Kong profits tax rates, including the two-tiered structure, are outside the scope here, and so are the Business Registration Office fee and levy amounts. Nothing above should be read as a promise of tax savings, bank finance, grants or income; setting up a Hong Kong company does not by itself produce any of those outcomes.
Every rule above is quoted or paraphrased from Companies Registry pages rather than from the Ordinance text itself — the official statute site for Cap. 622 could not be retrieved for this page. Treat the section numbers as pointers to the Companies Ordinance and verify them against the official text, or with a Hong Kong professional, before relying on them in a specific matter.
Sources
- Companies Registry - FAQ - Local Limited Companies - Documents relating to Directors / Company Secretary
- Companies Registry - FAQ - Companies Ordinance - Restricting Corporate Directorship in Private Companies
- Companies Registry - FAQ - Local Limited Companies - Incorporation
- Companies Registry - Major Fees under the Companies Ordinance
- Companies Registry - Compliance - Annual Return - Local Private Company