Frequently Asked Questions About Local Limited Companies Incorporation

June 18, 2024

Content Outline

1. Can non-Hong Kong residents establish a local limited by shares in Hong Kong?

Yes. In this case, people who are non-Hong Kong residents can form a limited company in Hong Kong. If you rarely stay here in Hong Kong or you are totally new and are not used to the registration procedures, it is better if you could get some professional services from accounting firms, local solicitors, secretarial firms or anyone else to help you with your registration process.

2. How can I register to set up a local limited company in Hong Kong?

You will be required to work through a list of elements including the type of company and the company name. Please refer to the Companies Registry Guideline for Company Names in PDF format and the questions that are commonly asked about the Company Name section on our website for further details.

Next, you have to submit the application papers with appropriate payment either electronically by using the Registry’s e-Filing Services at the e-Services Portal or on the 14th floor of the Queensway Government Offices, where the Shroff can receive the application papers. The application documents include

(a) Incorporation Form: Either Form NNC1 (for a company limited by shares) or Form NNC1G (for a company without limit of shareholders’ liabilities).
(b) A photocopy of the company’s articles of fine print (i.e. articles of association)
(c) A Notice for the business registration office. (Note IRBR1)

Furthermore, also please note that in the material on Incorporation of a Limited Liability Company (pdf format), you might find some of the documents above.

3. How much do I need to pay when I submit the form of incorporation application for local business?

As of 1 October 2020, the amount (excluding Business Registration Fee and Levy) charged for an electronic application form to incorporate a local company via the e-Services portal will be decreased by 10%. The exception covers the documents submitted to the Registry in hard copy form. The breakdown of application fees is also as follows:

Application through an electronic form.

The application cost for establishing a local company registered with a share capital is HK$1,545 In case of an unsuccessful application, you can also claim a refund of HK$1,280 (however the HK$265 commission is not refundable).

The registration fee to be paid on submitting the incorporation form of a company limited by guarantee is determined on the basis of the number of members listed in this specific form (Form NNC1G). The registration fee is HK$155 (for groups consisting of 25 members or less), HK$305 (for groups that have a number of members exceeding 25 but not exceeding 100), and HK$305 plus HK$18 (for additional 50 members or less) after the first 100 members, subject to a maximum of HK$925.

Application through hardcopy submittion.

The application fee for setting up a local company that has a share capital would amount to HK$1,720. If your application is not successful, you may request a refund of the registration fee of HK$1,425 (the lodgment fee of HK$295 is non-refundable).

The incorporation fee under the Company Limited by Guarantees Act will be calculated in accordance with the number of members enlisted in the Incorporation Form (Form NNC1G) of the company. The registration fee will be HK$170 (with 25 members or less), HK$340 (with members more than 25 but less than 100), and HK$340 plus HK$20 each time the next 50 members join (or less), subject to a maximum fee of HK$1,025.

Any individual who submits the application to set up a corporation is regarded to have applied for the business registration. Due to this reason, the charges of the registered business fee and levy ought to be issued simultaneously with the Notice of Business Registration Office (IRBR1) as well as the company’s registration documents. Please check the Business Registration Fee and Levy Table for the right amount of the fees payable.

4. Are the “Articles of Association” a specific form?

The Articles of Association (AA) is not a form. You can turn to the Companies (Model Articles) Notice (Cap. 622H) containing a set of Model Articles applicable to public companies limited by shares (Schedule 1), 82 private companies limited by share (Schedule 2), and companies limited by guarantee (Schedule 3). For instance, a company can adopt any or all of the Articles’ provisions applicable to the type and the stage of formation of a company in their entirety or in part where the articles registered by a company as part of the registration process do not exclude or modify these provisions. If a company’s registered articles do not contain any regulations, therefore the Model Articles relevant to that kind of business become part of the company’s articles (section 80).

Model Articles are mandatory articles that each company has to adopt.

The full text of the Companies Ordinance and the subsidiary legislation can be found at www.elegislation.gov.hk.

5. Which items are mandatory to be addressed in the Articles of Association of Companies?

The Articles of Association must include the following mandatory articles:

the name of the company (section 81)
the articles of a limited company should declare that the member’s liability is limited (section 83(1)).
the articles of an unlimited company contain stipulations that members are not limited (section 83 (2)).
the articles of company limited by shares have to stipulate that the liability of members is limited to any amount of outstanding fees on shares owned by the members (section 84(1)).
the articles of a company limited by guarantee must state that each person who is a member of the company is obliged to pay the amount if the company is wound up while the person is a member or within a year after ceasing being a member. The person has to pay the amount which could not exceed a specified amount (section 84(2)).
the articles of incorporation shall have the capital as well as initial shareholdings stated therein (section 85(1) and section 8 of Part 5 of Schedule 2).
the articles of an incorporated association with an operating license under section 103, or a company with such a license its objects must be stated while the license is in force (section 82 (1)). (Note: With any other company, there is no necessity that it may set out its objects in its memorandum and Articles of Association but it may do so (section 82(2)).

6. Have the Companies Registry provided any examples of Articles of Association?

To make electronic registration easier, the Companies Registry offers four samples of Articles of association at its e-Registry. The samples can be found under “Document Submission” at the Electronic Services > Electronic Services at the e-Registry > e-Incorporation and e-Filing Services > Document Submission section of this website. These samples are also useable in established hard copy applications.

7. Is there a requirement on the number of shares to be issued and the number of founder members of a domestic company limited by shares?

The Companies Ordinance does not require any issuance of shares when the company is started. The number of shares is fixed for a company of a type with a share capital as defined in Article 85, paragraph 2. A company with a local scope, limited by shareholders, will be created by one or more shareholders who are founder members.

8. Is there any minimum amount of paid-up capital on application of incorporation or commencement of business?

Under the Hong Kong Companies Ordinance, there is no statutory requirement as to the amount of a company’s paid-up capital.

9. Can the registered address of the local company limited be located in other areas apart from Hong Kong?

No. The location of the registered office must be in Hong Kong.

10. Is stating the registered office address, the first director(s), and the company secretary in the articles of association compulsory?

Such a requirement is not found in the Companies Ordinance.

11. Could I leave the information pertaining to the first director(s), company secretary, or registered office in the incorporation form (NNC1 form or NNC1G form) blank?

No. In the incorporation form, you need to mention the name(s) of the first director(s) with the office holder’s particulars as well as provide the registered office address. An incomplete form will make the form unsatisfactory and the application process could fail.

12. Should I still need to use the new structured forms of informing the addresses of the proposed registered office and the founder member, first company secretary, and first director, in piling Form NNC1 and Form NNC1G respectively?

It is highly suggested the above-mentioned structured formats be utilized to document the addresses related to the issues at hand. This new structured format with accuracy and the standards ensures the type of information addresses needed, and it is in a better position to capture data from the addresses database.

13. Why is there a QR code at the bottom of the right-side form?

The QR code is for identification of the type of the form and the version. The QR code is only for official use and should not be changed or removed.

14. Why include a Hong Kong contact number in the form? Optional? Procedure for changes?

Besides an email address, the applicant provides a contact number, the one in Hong Kong, as it could help any future communication with the proposed company be direct and efficient. It is recommended that you give the telephone contact number in Hong Kong although this information is not mandatory. If you intend to change the number of the contact telephone after completion, you should inform the Companies Registry by filling out Form NR1.

15. In the incorporation form, how do I obtain the business nature code? Can I leave it blank?

The List of the Code and Description of the Business Object can be downloaded from the “Forms” section of the website as well. In case the company plans to engage itself in another category more than one, mention the primary category. Though it is optional to provide the required information, the authorities recommend you provide the complete information about you which will be accessible to the public through search. Read Understanding The Hong Kong Standard Industrial Classification Code

16. If you provide the nature of the proposed business in the incorporation form, will it be shown on the Business Registration Certificate (BRC)?

The content of the incorporation form regarding the nature of the proposed business will not be disclosed on the BRC or forwarded to the BRO. New local companies that have been incorporated under the one-stop company and business registration service must notify the Business Registration Office in writing of business particulars as soon as they commence business operations within one month. Some of these details include the following: The description of the business: This detail refers to the type of business that is to be established. Notifications must be in writing and can be in the form of a letter or through the completion of IRBR200 form.

17. As a company secretary who is not a Trust or Company Service Provider Licensee and therefore unable to provide the license number, should I leave the box blank?

In the case of the services provided by this company, please tick the box “Not required to obtain a license” and provide the rationale for such a decision. However, if there are questions or concerns regarding the need for a license, kindly access the website of the Registry for Trust and Company Service Providers (TCSP Registry) (www. tcsp. cr. (http://www. gov. hk/en/financial/TCSP/ for information on the licensing arrangements for TCSPs or to make an enquiry, please contact the TCSP Registry. If it is required, consult a lawyer of the respondent’s choice to address the issue.

18. What is the reason for requiring the business registration number instead of the company number of the corporate secretary or director to be stated in the form?

The company number has been replaced by the Business Registration number (BRN) from December 27, 2023, which is the combination of the first 8 digits of Business Registration Certificate number issued by Business Registration Office of the Inland Revenue Department. Therefore, it is recommended to use the BRN of the corporate secretary or director instead of the registration number.

19. What should I do in case when I forget the business registration number (BRN) of the corporate secretary/director?

You can find the corresponding BRN of a company/entity using its existing Company Number/CR Number/Company Registration Number, and vice versa, through the “Quick Search > CR No. / BRN Mapping” function provided in the e-Search Services of the Companies Registry’s e-Services Portal.

20. Can I leave blank any data fields or boxes in the incorporation form (Form NNC1 or NNC1G) that are not relevant to my company?

You should write “Nil” or “N. A. ” in the relevant field/box to indicate that the information does not exist. If an applicant submits a form with missing information, the form is considered unsatisfactory, and the incorporation application denied.

If the director also qualifies as the founder member who is responsible for signing the incorporation form, then that director is obliged to complete the “Consent to Act as Director” section within the incorporation form. Other directors can also sign the consent statement in the form or provide Form NNC3: ‘Consent to Act as First Director’ within fifteen days from the incorporation date of the company for registration with the Registrar of Companies.

The Form NNC3 is to be filed for registration within the timeline of fifteen days from the date of incorporation of the company. It is an offense for a person not to file the Form NNC3 within the time frame that has been stated above. Fines can also be imposed on the company, any person responsible for the company’s management, and the founder member who signed the incorporation form. Moreover, if the offence is continuous in nature, an additional fine may be set for each day that the offender has continued with the act.

23. Will the directors be able to sign and submit different forms of incorporation separately?

No. As per section 67 of the Companies Ordinance, only the incorporation form having all the required info and signatures should be delivered in order to be registered.

24. Would the blank pages on the incorporation form (NNC1 or NNC1G) be delivered for registration?

Other than the continuation sheets, if any, it will be necessary to file all pages of the incorporation form including any item that may have been left blank since irrelevant. These pages should be filled out by putting down “Nil” or “N.” A. in the first box for entering information. If an applicant submits an incomplete form then he or she is likely to receive an unsatisfactory mark and the process of incorporation will not go through.

25. Can I send the unsigned copy of the articles of association (AA)?

Yes, but the original signed AA should be kept for record keeping.

26. When will I receive the Certificate of Incorporation and Business Registration Certificate after I have applied?

In the case of physical submission of the application, the Certificate of Incorporation and Business Registration Certificate of a company limited by shares can be produced within 4 working days from the date of submission. In general, for applications that have been submitted online through the e-Services Portal for a private company limited by shares, the certificates are readily processed in less than 1 hour after the delivery of the documents. In the case of companies limited by guarantee, it takes normally three weeks to get the certificates.

27. Is it possible to receive the Certificate of Incorporation and Business Registration Certificate in hard copy by mail? Additionally, who is authorized to collect these certificates on my behalf?

Certification can only be in hard copies and it can only be collected in person from the Registry’s Office by the presenter named in Form NNC1 or NNC1G. If the presenter has made arrangements for someone else to collect the certificates on his or her behalf, such a person must produce a written letter of authorization from the presenter indicating so, and his or her identification details for recordation. It is important for the person collecting the certificates to produce his/her identity card if s/he is the presenter or an agent. In the event that the individual representing a presenter is a corporation or firm, then there is a requirement to produce a chop of the company. To be legible to get Companies Registry certificates of incorporation, one is required to produce an identification document or company chop.

28. Why the “No.” written on the Certificate of Incorporation” is 8 digits and what is the meaning?

From December 27, 2023, the company number has been replaced with initial eight digits of Business Registration Number (BRN) issued by the Business Registration Office of the Inland Revenue Department of the Hong Kong special administrative region. Therefore, starting from December 27, 2023, for the companies that incorporated, the Business Registration Number (BRN) is a ‘No’ on the Certificate.

29. Will the Companies Registry issue a revised Certificate to companies incorporated on or before December 27, 2023, indicating their adoption of the business registration number (BRN) as the Unified Business Identifier (UBI)?

No. No Certificate will be re-issued. Nevertheless, an Information Sheet outlining the change to use the BRN as the living companies’ registration number on the public register will be made available for public viewing after the launch of the Revamped Integrated Companies Registry Information System on 27 December 2023. The new registration number of the business is 8-digit Business Registration Number (BRN). It will be displayed in the result of the Company Name Search and the Company Particulars Search of the company.

30. Is there any transitional period during which the old versions of the incorporation forms (Form NNC1 and Form NNC1G) that have been revised to be effective from 27th December 2023 will be accepted?

In the transitional manner, the Registry will accept both old forms of the form NNC1 and the form NNC1G for a period of four weeks starting from the 27 th of December, 2023. Nevertheless, from January 25, 2024, these old versions will no longer be acceptable.

31. When will the company information be available for search after incorporation?

The information and pictures of the company’s registration records are available for the search on the incorporation date of the company.

32. What are the requirements for Directors and Company Secretary of a Company in Hong Kong?

A company can be formed by one or more individuals or by another company or limited partnership: it must be managed by a natural person who is the company secretary, and it must have at least one director who is a natural person. e. an individual). As well, the directors of a private company are not permitted to also serve as the secretary of the company. Private company is required to have only one director and a company cannot have a body corporate as its secretary if the sole director of that body corporate is also the sole director of the private company.

One company secretary and at least two directors are required in companies limited by guarantee or a public company, one director can take the role of the company secretary. It cannot be a company or have a body corporate as its Director.

A general company secretary must be a natural person who resides in Hong Kong. If the company secretary is a corporate body, the address of its registered or principal office should be in Hong Kong. The Hong Kong Companies Ordinance does not require the director to be a Hong Kong resident.

33. When do the appointed first director(s) and company secretary become effective as per Form NNC1 or NNC1G?

The appointments of the first directors (if any) and the company secretary specified in the incorporation form will take effect from the date of incorporation in the company’s certificate of incorporation.

34. When does the proposed address of the company’s registered office on the incorporation form (Form NNC1 or NNC1G) become effective?

The address written on the following incorporation form will be the address of the company’s registered office from the date of Incorporation stipulated by the company’s certificate of incorporation.

35. I registered my company name with the Companies Registry. Can I use it as a trademark, and is it automatically protected as a registered trademark?

The corporate registration as well as the trademark registration are applied in Hong Kong for different purposes. A governing body is assigned the responsibility of different laws and registrations, and these are independently operated by different government agencies. The Companies Registry is responsible for the registration of local limited companies and companies incorporated outside Hong Kong that have established a place of business in Hong Kong, while the Trade Marks Registry administered by the Intellectual Property Department (https://www.ipd.gov.hk/en/home/index.html) is achieved through the registrations of trademarks. The registration of a company name in the Companies Registry with the signature of the company directors does not necessarily confer the name as a trademark right for the company in promoting or trading the goods and services. Under Cap. 559, the Trade Marks Ordinance, you need to file an application with the Trade Mark Registry in order to be given protection under this ordinance.

36. Will the Trade Marks Registry approve my limited company name as a trademark if it’s registered with the Companies Registry?

Hong Kong Company registration is not the same as trademark registration in Hong Kong. They are guided by different legislations and registrar systems which are run by different government agencies. Hong Kong Companies Registry (CR) acts as a registration body for local limited companies as well as companies incorporated outside Hong Kong’s jurisdiction to conduct business in the Hong Kong territory, and the Trade Marks Registry (TMR), administered by the Intellectual Property Department, is a registrar of trademarks in Hong Kong. Even if your corporate name has been registered at the Companies Registrar, it does not necessarily mean that you can also register it as a trademark. The Registrar of Trade Marks is responsible for a detailed examination of all applications for a trademark to confirm the requirements under the Trade Marks Ordinance (Cap. 559) and Trade Marks Rules (Cap. 559A). For details, please visit the website of the Intellectual Property Department: https://www.ipd.gov.hk/en/home/index.html.

37. How can I determine if my company needs additional business licenses to operate?

You can go to the Support and Consultation Centre for Small and Medium Enterprises which is managed by Trade and Industry Department for the details about business licenses.

38. Which government department offers free advice for overseas businesses setting up in Hong Kong?

You may reach out to Invest Hong Kong :

Address: 24th floor, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong
Tel: (852) 3107 1000
Fax: (852) 3107 9007
Email: enq@investhk.gov.hk Website: www.investhk.gov.hk