Thanks to its strategic location and easy access to the Chinese and other Asian Pacific markets, Hong Kong continues to be the preferred center of operations for many foreign companies. The city offers a convenient process which combines the company incorporation and business registration into one step.
Professionals interested in setting up a company in Hong Kong can enjoy the benefit of submitting applications online.
In 2022, Hong Kong ranked 5th most competitive out of 63 economies by the International Institute for Management Development. Private companies in Hong Kong get to operate in a favorable and efficient business environment.
All local limited companies or non-Hong Kong companies which were incorporated outside Hong Kong and have established a place of business in the city must first be registered with the Companies Registry.
Applications for incorporation of local companies, registration of non-Hong Kong companies and registration of other entities under the various ordinances administered by the Registrar of Companies can be submitted through the Companies Registry’s e-Services Portal.
Electronic filing service is also available at the e-Services Portal for online submission to the Companies Registry specified forms and documents required for registration under the Companies Ordinance, the Companies
(Winding Up and Miscellaneous Provisions) Ordinance, and various ordinances administered by the Registrar of Companies.
Documents for Setting up a company in Hong Kong
Materials needed for the application include:
Incorporation Form – Form NC 1 (for companies limited by shares) or Form NC1G (for companies not limited by shares);
One copy of the memorandum and articles of association of the company respectively; and
A Notice to Business Registration Office (IRBR1).
Once the incorporation is approved, a certificate of incorporation and business registration certificate will be issued by Registrar of Companies.
There are two types of business registration certificate: one is for one year and another one is for three years. In case of any change to the registration certificate, business operators should notify the Inland Revenue Department in writing within 1 month of such a change.
Some types of businesses will need extra application documents. These businesses include, but are not limited to, restaurants, banks and travel agencies.
Type and name of company
The interested party must choose the type of company that best suits its purposes:
Company limited by shares - the liability of members is limited by the articles of association to the amount unpaid on the shares respectively held by them.
Company limited by guarantee - no share capital and the liability of members is limited by the articles of association to the amount that the members respectively undertake to contribute to the assets of the company in the event of its being wound up. Non-profit organizations are usually registered as guarantee companies.
When choosing a name, it is recommended to refer to the Guideline on Registration of Company Names for Hong Kong Companies.
A company name that is the same as a name appearing in the index of company names kept by the Registrar of Companies will be rejected. A company name search may be conducted free of charge through the e-Search Services under the e-Services Portal.
A company name that may infringe the intellectual property rights of a third party should not be adopted. Infringement of the IPR of others may attract criminal or civil sanctions, either in Hong Kong or elsewhere.
Certificates
If the application is approved, the applicant may download or collect the Certificate of Incorporation and Business Registration Certificate. The Certificates will be issued in electronic form or hard copy form, depending on the mode of delivery of the applications. Certificates in electronic form or hard copy form have the same legal effect.
Electronic Certificates for private companies limited by shares will normally be issued within 1 hour. An email notification to download Certificates will be sent to the message box and registered email address of the registered user who delivers the application.
Certificates for companies limited by shares in hard copy form will normally be issued within 4 working days. The responsible party will be notified when the Certificates are ready for collection and must present an identification document.
The Trade and Industry Department website offers information on other licenses, permits, certificates and approvals relevant to import and export operations and other business operations in Hong Kong.
Company Secretary
It is mandatory to appoint a company secretary when registering a company, as they are a direct point of contact for inquiries from authorities, ensuring regulatory compliance and operational transparency.
The company secretary will ensure that the company is in good standing with the regulations governing the incorporation and maintenance of companies in Hong Kong. They also have other responsibilities, including filing annual returns, managing company seals, and helping with company restructuring.
Share Capital
Although there is no minimum share capital requirement, the general norm for companies incorporated in Hong Kong is to have at least one shareholder with one ordinary share issued on their formation. Share capital can be in any major currency and is not restricted to the Hong Kong Dollar alone. Shares can be freely transferred, subject to a stamp duty fee. Bearer shares are not allowed.
It is mandatory to file details of the company officers with the Hong Kong Companies Registry, comply with taxation laws and prepare and maintain accounts. Accounts must be audited annually by Certified Public Accountants in Hong Kong. The audited accounts together with tax returns must be filed annually with the Inland Revenue Department. Every company is required to file annual returns with the Companies Registry and pay the annual registration fee.
The Business Registration Certificate should be renewed one month before expiration on an annual basis or once every three years, as the case may be.
Woodburn Accountants & Advisors is one of China’s most trusted business setup advisory firms.
Woodburn Accountants & Advisors is specialized in inbound investment to China and Hong Kong. We focus on eliminating the complexities of corporate services and compliance administration. We help clients with services ranging from trademark registration and company incorporation to the full outsourcing solution for accounting, tax, and human resource services. Our advisory services can be tailor-made based on the companies’ objectives, goals and needs which vary depending on the stage they are at on their journey.
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Schedule a 30-mins complimentary, no-obligation call to see how Woodburn can help you. Book a call with our Head of Business Advisory - Kristina Koehler-Coluccia.
Topics we can advise on include:
Company Registration
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Employer-of-Record
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