Certificate of Incorporation Hong Kong Essential Guide 2024

Certificate of Incorporation Hong Kong: Essential Guide 2024

Everything You Should Know About The Certificate of Incorporation

The world of business formations and registrations is often so complex that you may be easily overwhelmed especially when managing legal documents. A Certificate of Incorporation is one of the documents necessary in Hong Kong that people are curious to know more about.

This article will clarify the basic concepts of the certificate of incorporation, the requirements, and the process procedures for obtaining one to run a business in Hong Kong.

What Is A Certificate Of Incorporation?

A Certificate of Incorporation of Hong Kong Limited Liability Companies is a legal document that functions as a license for doing business inside the territory to companies, which include private companies. It would be the official document that can be used as evidence that such a company is recorded among companies in the Hong Kong companies registry.

This official certificate is mandatory for two types of limited liability companies in Hong Kong: a company with a share capital and a company incorporated without a share capital. It is administered through the Companies Ordinance, which is a legal provision allowing the establishment of this document by Hong Kong companies in different locations in Hong Kong. 

In 2014, the Companies Ordinance was revised and it will endeavor to modernize Hong Kong’s company law and promote the city as a leading international business and financial center. For detailed Company Ordinance acts, you may visit the Companies Registry website.The Certificate of Incorporation is a sort of official document that is proof of the legitimacy of the range of your company by displaying the unique seven-digit Company Registration Number on its top left corner. It will help you to prove that your business is following legal due process.

What Are The Information On The Hong Kong Certificate Of Incorporation?

This document contains basic information about your business and can even be used as a legal document to prove your business’s existence. It consists of important information 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

A Certificate of Incorporation signifies a company’s compliance with the Hong Kong’s legal prerequisites and gives a legal reference to stakeholders like banks, investors, and possible partners.

Who Will Be Required To Have A Certificate Of Incorporation?

You will be required to have a certificate of Incorporation above everything else if you decide to establish a limited liability company in Hong Kong. Such a document performs the following functions: It serves as proof of the legality of your business operations, proves that you have observed business due process, and also facilitates various business activities. This involves the registration of the business, obtaining bank accounts, capitalization, and interaction with other businesses and the general public.

A Certificate of Incorporation is required by law for a limited liability company to function and operate – therefore, it would be better to get it at the early stages of the business.

How To Get  A Certificate Of Incorporation In Hong Kong?

The first 3 steps to acquire a Certificate of Incorporation in Hong Kong are rather simple.

  • Selecting a company name
  • Completing the application form
  • Submitting the corresponding documents together with the necessary fees.

Let’s go through this step by step, which will allow you to look at the process and how it works. 

1. Selecting A Company Name 

The first thing you should do to get your Certificate of Incorporation is to select a company name that is unique. In this case, achieving a unique name adhering equally to all applicable laws and not already taken by other businesses in Hong Kong is necessary, which requires careful research.

When you decide on a name that is in line with the rules and isn’t already used, you should then submit it to the Companies Registry for validation. Do take into consideration that your Certificate of Incorporation will 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.

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 go as swiftly and flawlessly as possible. Let alone the fact that 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 is subject to the way of submission, therefore, it will be better to refer to the official website of the Company Registry of Hong Kong to acquire the exact and timely information.

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.

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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 quite different from each other.

It is only the limited liability companies that need to file a Certificate of Incorporation which proves 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.

For a better grasp of 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

BRN & CRN Purpose and Requirements

However, the Certificate of Incorporation exhibits a company’s registered legal entity and proves that the company has fulfilled all of the Hong Kong legal requirements. It’s an incorporation number assigned to the company and the document is mandatory for limited liability companies registered in the region.

On the other hand, the Business Registration Certificate is compulsory for all Hong Kong businesses that are earning profits. This is intended to make sure those businesses are registered with the business registration office in the Inland Revenue Department and that they can legally carry on with their operations. This is the mandatory certificate that must be included not only for limited liability companies but as well as other types of business entities to make sure that all of them follow Hong Kong’s business registration rules.

The Inland Revenue website provides additional information on the registration of companies. 

BRN & CRN Issuing Authorities 

Another distinguishing characteristic between the Hong Kong Certificate of Incorporation and the Business Registration Certificate is the issuing authorities. The certificates of incorporation are obtained from the Companies Registry while the licenses are acquired from the business registration office in the Inland Revenue Department.

The difference between these two licenses and their respective issuing authorities needs to be carefully studied to be able to complete the registration and follow the Hong Kong business regulations.

How Can I Verify The Validity Of A Hong Kong Certificate Of Incorporation?

Sometimes, you may be required to confirm the authenticity of a Certificate of Incorporation, for due diligence or just to see if the company you are considering to work with is officially registered. 

In Hong Kong, for verification, 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.

We will also provide you with some verification techniques that will help you always be sure about the verification of the Hong Kong Certificate of Incorporation.

Online Verification

Hong Kong’s online verification of the Certificate of Incorporation can be completed through systems like the Integrated Companies Registry Information System and the Companies Registry’s online system. Through Cyber Search Centre which operates 24 by 7, details can be obtained in real-time by using the ICRIS and hence, you will be able to find out whether a certain business has or does not have a certificate of incorporation.

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.

Moreover, 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, grasping the fundamentals of the Hong Kong Certificate of Incorporation is crucial for businessmen and investors who are considering forming 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

A certificate of Incorporation for a Hong Kong Limited Liability Company is an official document that shows the corporation has been duly established under the Hong Kong Companies Registry with the status of a limited liability company. It consists of the following essential details: 

  • Company registration number
  • The official name in both English and Traditional Chinese
  • Incorporation date
  • Ordinance type
  • Certificate type
  • Company registrar’s name

The Hong Kong Certificate of Incorporation is necessary for limited companies to be incorporated separately as legal entities, whereas the only requirement needed by unlimited companies to be registered in Hong Kong is the business registration certificate, regardless of the company structure. Consequently, a Certificate of Incorporation is applicable only to those who are willing to start a limited company.

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.