The Certificate of Incorporation is an important document to show that a company has been incorporated correctly as a separate legal entity under Hong Kong law. Whether you are a local business owner or foreign investor, knowing the purpose and procedure of getting the Certificate of Incorporation is a step towards ensuring a successful business in one of Asia’s top financial hubs. In this article, we will take you through all the facts regarding the Certificate of Incorporation in Hong Kong.
Content Outline
Key Takeaways
- Companies operating in Hong Kong are legally required to obtain a Certificate of Incorporation.
- The process of obtaining the Certificate of Incorporation is lengthy, as there are a lot of items you need to consider during the application, such as the form filing accuracy, company name, and the admin process of paying the government fees.
- The certificate is verified online or through hard copies certified from the Hong Kong Companies Registry.
What Is A Certificate Of Incorporation?
A Certificate of Incorporation is a formal legal document issued by the Hong Kong Companies Registry that proves a company has been registered under the Companies Ordinance (Cap. 622). It is a legal proof that a company, whether limited by shares or limited by guarantee, has been effectively incorporated and is a separate legal person under Hong Kong law.This certificate is mandatory for any business entity willing to conduct business operations in Hong Kong as a limited liability company. After successful company registration, the Companies Registry sends the Certificate of Incorporation electronically or in hard copy form to the business owners.
The Companies Ordinance was updated in 2014 to modernize Hong Kong’s company law and strengthen its position as a leading international business and financial center.
Hong Kong Companies Registry
What is Included in the Certificate Of Incorporation?
This document contains basic information about your business such as:
- Company registration number
- The official name (in both English and Chinese Traditional characters)
- Incorporation date
- Ordinance type
- Certificate type
- Company registrar’s name
Why Is The Certificate of Incorporation Important?
The Certificate of Incorporation is important as it is the legal foundation of a company in Hong Kong. A business cannot function as a legitimate legal entity such as to open corporate bank accounts, engage in contracts, or benefit from the limited liability protection. In addition, this certificate is frequently requested when dealing with government authorities, investors, and service providers as evidence that the company is legitimate. The certificate not only legalizes the company’s formation but also validates its credibility and legal existence in the eyes of law and the business community.
How To Apply For A Certificate Of Incorporation In Hong Kong?
Applying to get a certificate of incorporation is simply can be done in three steps:
- Selecting a company name
- Completing the application form
- Submitting the required documents together with the necessary fees.
1. Selecting A Company Name
The first thing you should do to get your Certificate of Incorporation is choosing a company name that is unique. Do a thorough research and select a unique company name that is in adherence to all applicable laws and not already taken by other businesses in Hong Kong.
After you decide on a name, you should then submit it to the Companies Registry for validation. Do take into consideration that your Certificate of Incorporation has to include both an English as well as a Traditional Chinese version of the name of your company, and this will be the official business name.
Read The process of choosing a company name for registration in Hong Kong
2. Application Form Completion
After that, the next step is filing a Certificate of Incorporation application. This phase requires the details of the company secretary and submitting the company Articles of Association, and the Business Registration Notice. As part of the requirement of incorporating a Hong Kong company, a company secretary must be appointed.
The application form should be filled out without errors and fully informative so the process of incorporation goes as quickly and seamlessly as possible. Any inaccuracies or undisclosed information will cause delays and/or rejection of your application.
3. Submission And Fees Payment
Once you finish the application form and get all the required certificates, it is time to submit your application and pay the necessary fee either online or in person at the Company Registrar’s office. The amount of the Certificate of Incorporation fees depends on the type of submission. You can refer to the official website of the Company Registry of Hong Kong for more details.
After you have made a successful submission and payment, the Hong Kong certificate of incorporation will be issued and you can pick it up anytime within a few business days. A Hong Kong limited liability company will now be able to operate legally with this document which shows that the company has been recognized as a newly incorporated company.
How To Collect the Certificate of Incorporation?
Collecting Hard Copy Incorporation Certificates
Issuance Timeline:
Hard copy certificates are typically issued within 4 working days after your incorporation application is approved.
Notification:
You will receive an email or fax notification when your certificate is ready for collection.
Collection Process:
Location: Collect your certificate in person at the Registry office.
Required Documents:
- Notification of Collection of Certificate(s).
- Identification document or company chop as specified in the notification.
Collecting Electronic Incorporation Certificates
Issuance Timeline:
Electronic certificates are usually issued within 1 hour after your application is approved.
Notification:
You will receive an email notification with a download link sent to your registered email address and message box.
Collection Process:
- Download: Download the certificate from the link provided in the email notification.
- Storage: The electronic certificate is secure and can be easily stored, printed, or shared.
Legal Validity of Certificates
It is important to note that the incorporation certificates have the same legal effect whether in electronic form or hard copy. This ensures that electronic certificates are just as legitimate and legally binding as physical copies with more flexibility and convenience in handling company documentation.
Differences Between A Certificate Of Incorporation And A Business Registration Certificate
Although the Certificate of Incorporation and the Business Registration Certificate have the same objective for the Hong Kong company, they are not the same. Only the limited liability companies are required to file a Certificate of Incorporation to prove the establishment and registration of their business entities. The Business Registration Certificate is required for all companies running a business in profit in Hong Kong regardless of the business structure. It allows the company to get a registration number which is essentially its tax ID.
To better understand the significant differences between the two, let’s take a look at their specific purpose and conditions, and the authorities that typically issue them.
Read Hong Kong Company Registration Number vs Business Registration Number
How Can I Verify The Validity Of A Certificate Of Incorporation?
You may be required to confirm the authenticity of a Certificate of Incorporation, for due diligence or just to see if the company is officially registered. In Hong Kong, you can check by looking at the Integrated Companies Registry Information System (ICRIS) or certified copies from the Cyber Search Centre of the Companies Registry or Company Search Mobile Service.
Online Verification
Hong Kong’s online verification of the Certificate of Incorporation can be completed through the Integrated Companies Registry Information System and the Companies Registry’s online system.
ICRIS provides you with an opportunity to verify basic data related to integrated companies like their incorporation date in case there were any name changes if there were. This bilingual service provides prompt verification and delivery, so you can be certain about its validity and authenticity.
Obtaining Certified Copies
Additionally, you may also apply for a Certified Copy of the Certificate of Incorporation to verify its validity. This can be done either by electronic method or in person at the relevant office.
The process is usually not the same in every jurisdiction, therefore you will need to visit the official website of the Hong Kong Company Registry for more details.
Through receiving certified copies of the incorporation certificate, you also clearly possess a document to be trusted, which then makes you work with an entity conveniently.
Read What is a Certified True Copy?
How FastLane Group Can Help in Certificate of Incorporation?
Finally, understanding the Hong Kong Certificate of Incorporation is crucial for businessmen and investors who are considering starting a limited liability company in Hong Kong.
This document plays a key role in providing your enterprise with the official document of proof of its legal existence, and the process of acquiring one involves selecting a company name, flat-form completion, and submission of the required documents and fees. FastLane Group can provide you with assistance in obtaining a Certificate of Incorporation process for your business with our experts. Contact us today for a seamless incorporation process in Hong Kong.
Frequently Answered Questions
The Hong Kong Certificate of Incorporation and Business Registration Certificate both play an important role however they serve different functions. The first provision is meant to give legitimacy to a business by indicating its incorporation, while the second procedure is mainly for taxation, thus granting your business the ID number.
Although both of these documents make the business legal, incorporation additionally offers a level of protection in that the business owner’s assets are not at risk if the business is brought to legal action.
The main reason for having a Hong Kong Certificate of Incorporation is to provide the legal evidence of the company that is in line with the requirements of Hong Kong which means that it is exempted from the liability of its owners or shareholders.
Applicants seeking Hong Kong Certificates of Incorporation must choose a name for the company, complete the online form, submit the necessary documents, and pay the relevant fees.
