How To Do Company Incorporation in Hong Kong?

Are you considering starting a company in Hong Kong? This article provides the latest information on establishing a business in 2024, including general requirements, procedures, timelines, considerations, and follow-up matters.

What Should You Know Before Incorporation?

Choosing the Type of Company to Establish

Before starting a company, you need to understand which type of company you require. Hong Kong has a variety of company types, including the following examples:

• Hong Kong Limited Company by shares
• Public Limited Company
• Hong Kong Limited Company by guarantee
• Unincorporated Business: Sole Proprietorship
• Unincorporated Business: Partnership
• Limited Liability Partnership
• Registered Non-Hong Kong Company

This article will not delve deeply into each type of company. For more details, please read our article: Understanding Hong Kong Incorporation And Business Entity.

Limited Company Vs Unlimited Company

The most commonly recognized types of companies are limited and unlimited companies. The diagram below clearly illustrates the differences between the two types of companies:

Other Considerations Before Incorporation:

Company name – You can’t complete the Hong Kong company incorporation process before the company name gets approved. 

Designated Representative (DR) – It is mandatory for all companies to also appoint a Designated Representative (DR) who will be responsible for the reporting of matters relating to the SCR to the indicated local authorities when requested to. 

Directors – At least one individual director appointed and unlimited maximum number of directors allowed. The director needs to be natural person with no restrictions on nationality and the director need not be resident in Hong Kong as well. The director must be at least 18 years old and is not bankrupt, convicted or guilty of any misconduct. There is no compulsion on the directors to be the shareholders as well. Corporate directors can also be nominated along with the single director. The Directors Board meetings can also be held anywhere around the world.

Shareholders – A Hong Kong private limited company can have 1 to 50 shareholders. Shareholders have no residency restriction. The director and shareholder can be the same individual as long as he/she is also a shareholder. The shareholder should at least be 18 years of age and of any nation. “Shareholder may be person or company”. 100% of either local or foreign is allowed. Shareholders nominees appointment is allowed. Wherever holding shareholders meetings is possible.

Company Secretary – When you set up a company in Hong Kong, appointing a company secretary is obligatory. If the secretary is an individual, he has to ordinarily reside in Hong Kong; or if it is a body corporate, it should have a registered office or a place of business in Hong Kong. It has to be noted that if the company has a sole director/shareholder the same person cannot act as the company secretary. The main duty of company secretary is the preparation and maintenance of statutory books and records of the company and compliance with all the statutory requirements by company. A nominee secretary could be nominated.

Share Capital – There is in fact no minimum share capital requirement; nevertheless, in the context of companies that are incorporated in Hong Kong generally one shareholder is required to hold at least one ordinary share upon the registration. Share capital can be denominated in any major currency and not just the Hong Kong Dollar. Shares can be considered as freely transferable with a stamp duty fee payable. Bearer shares are forbidden.

Registered Address – To register a Hong Kong company, you should provide a local Hong Kong address as the corporate registered address. The registered address has to be a physical address and can’t be a PO Box.

Step-By-Step Company Incorporation Process

1. Decide Your Company Name

Before starting a company, you must check whether the name you want to use complies with the government’s company name registration guidelines, and you should also see if anyone has already used your desired name. You can use our free company name search tool at FastLane. (The image below shows a screenshot of our free tool.)

2. Obtain The Application Forms

Starting a company requires obtaining three forms, including the Incorporation Form and the Notice to the Business Registration Office. These forms can be found on the local and non-Hong Kong companies page of the Companies Registry.

3. Company Files Preparation & Form Filing

Company Incorporation Forms

Depending on the type of company, choose the appropriate form: a limited company should fill out NNC1, while a non-limited company should complete NNC1G. These forms require not only the company’s basic information but also details regarding the share capital at the time of registration and the selection of the company secretary and directors. If submitting in person, the information must be entered using a computer and printed; handwritten forms will not be accepted.

Articles of Association

When submitting the Incorporation Form, the text of the Articles of Association must be attached. All registered companies are required to have Articles in place at the time of application. For private companies, a simplified version of the Articles may be chosen. The main contents of the Articles should include legal responsibilities, share capital, and shareholding information. You can refer to the templates provided by the Companies Registry: Template A (Simplified Articles for Private Companies) and Template B (Standard Articles Template).

Business Registration Notification IRBR1

According to sections 5A(1) and 5D(2) of the Business Registration Ordinance, a corporation applying for incorporation must submit the IRBR1 form and pay the corresponding business registration fee. Regardless of whether the company is operating, as long as it is not dissolved, it must apply for and update its business registration certificate. The form options are straightforward, requiring you to choose either a one-year or three-year registration fee.

Consent of First Directors NNC3 (if applicable)

If the founding members of the company also serve as directors, they must sign the Consent of First Directors when completing NNC1 or NNC1G. Other directors may choose to submit the NNC3 form within 15 days after the company is established to complete the registration.

Integrating these documents and forms is a crucial step in the company incorporation process. Ensuring that all documents are complete and compliant with regulations is key to successfully registering a company.

4. Government Fees Payment

In addition to submitting application documents, starting a company also requires payment of various administrative fees, including company incorporation fees and business registration fees to the Companies Registry.

Company incorporation & business registration fees, levy charges, and fees for printed and E-Forms. (HKD)

Limited Company Fees

Business Registration Certificate (1 Year)

Business Registration Certificate (3 Year)

5. Form Submission

Submission in Printed Format:

You can choose from the following methods to submit documents to the Companies Registry:

In-person Submission:

• Address: 14th Floor, Queensway Government Offices, 66 Queensway, Hong Kong.
• Delivery Hours: During office hours from Monday to Friday.

Mail Submission:

• Address: 14th Floor, Queensway Government Offices, 66 Queensway, Hong Kong.
• Please ensure that the mail has sufficient postage. If payment is required, include a crossed cheque made payable to “Companies Registry.” Please do not send cash by mail.

Using Document Drop Box:

• Main Location: 14th Floor, Queensway Government Offices, 66 Queensway, Hong Kong.
• Near the inquiry counter in the main lobby, available during non-office hours from Monday to Saturday (excluding public holidays).

Submission in Electronic Format:

The Companies Registry offers a 24-hour “e-Services website,” allowing you to easily submit various documents electronically. This includes, but is not limited to, applications for establishing local companies or registering non-Hong Kong companies, required designated forms, and other related documents. You can submit 84 types of documents under the Companies Ordinance and the Companies (Winding Up and Miscellaneous Provisions) Ordinance.

6. Collect Your BR Certificate & Certificate Of Incorporation

When you apply through the Companies Registry’s “e-Registry” service and your application is successful, you can download or collect the “Certificate of Incorporation (CI)” and “Business Registration Certificate (BR).” Both electronic and printed certificates have the same legal validity. Electronic certificates are issued within one hour, with a notification email sent to the applicant’s registered email.

Printed certificates are typically issued within four working days. To collect them in person, you must present the collection notification along with the identification documents or company seal listed on it. If someone else is collecting on your behalf, they need to provide a signed authorization letter and their own identification documents.

7. Company Bank Account Opening

After your company is established, you can open a corporate account at a bank. You’ll need to provide important documents, including the Articles of Association, Business Registration Certificate (BR), and Certificate of Incorporation (CI).

Different banks may have varying requirements, such as company background information, proof of source of funds, and identification documents of directors. Fees typically range from HKD 1,000 to HKD 2,000 for local companies.

With the Certificate of Incorporation and Business Registration Certificate, your company is legally qualified to operate. Once the corporate account is successfully opened, you can actively engage in business activities.

For more important tips on opening a company account, please check our article: A Comprehensive Guide To Open A Bank Account In Hong Kong
.

1. Annual General Meeting (AGM)

The primary purpose of the AGM is to review the company’s accounts, discuss dividends, and make important decisions regarding the company.

Registered companies must hold their AGM within 18 months of incorporation and hold annual meetings for each financial year.

For private limited companies or non-subsidiary public companies, the AGM must be held within 9 months after the end of the accounting reference period. For all other companies, the AGM must be held within 6 months.

2. Annual Return

Private companies must submit their first annual return within 42 days following their first anniversary as a corporation.

The annual registration fee is HKD 105.

If the annual return is not submitted within the specified 42 days, a significantly increased registration fee will apply.

The annual return includes:

• Details of the company’s issued share capital
• Names and addresses of directors and the company secretary
• Names and addresses of registered shareholders
• Amounts of any registered charges

The company is responsible for complying with the Companies Ordinance and must ensure the annual return is submitted on time. The Companies Registry does not provide reminders for submission. Failure to pay on time may result in fines of up to HKD 50,000 and daily penalties of HKD 1,000, which will be the responsibility of the directors.

If a company uses secretarial services, the company secretary will notify the client one month before the submission deadline to avoid unnecessary losses.

3. Renewal of Business Registration

The validity of the Business Registration Certificate is only one year, so it must be renewed annually after the company’s anniversary.

Additionally, a renewal notice will be sent by the Business Registration Office in mid-month of the month preceding the renewal’s effective date. The fee for the government business registration certificate is for 2024/25. If the renewal is delayed, an additional fine of HKD 300 per year will be charged, along with any outstanding government fees.

4. Annual Audit and Tax Filing

To check or audit company accounts and financial statements, the company must submit an annual audit and income tax return to the tax authorities for each financial year. Approximately 18 months after the company’s establishment in Hong Kong, it will receive its first tax return issued by the tax authorities.

If company directors deliberately fail to take reasonable steps to submit the company’s annual return at the AGM or any other meeting as directed by the court, this constitutes an offense.

Considerations for Foreigners in Hong Kong Company Incorporation

Foreigners who wish to register an offshore limited liability company in Hong Kong, must take into consideration the following points:

• Director and Shareholder Residency: There are no restrictions with regard to the residency of the directors and shareholders which means foreign nationals can act as sole directors and shareholders.
• Bank Account Opening: Although incorporation does not necessarily need a physical presence in Hong Kong, you may be required to be physically present to open an account with some of the banks in Hong Kong.
• Remote Management: Managing your Hong Kong company remotely is fully possible if you can meet all legal requirements of the local laws.

What Personal Documents are Needed for Hong Kong Company Incorporation?

For non-resident shareholders and directors:

• Copy of passport, overseas residential address proof

For resident shareholders and directors:

• Copy of Hong Kong identity card
• Copy of residential address proof

For corporate shareholders and directors:

• Copy of parent company documents such as Certificate of Incorporation and Articles of Association

Note: For all the non-English documents, officially certified translations should be provided.

How FastLane Group can help?

FastLane Group makes Hong Kong company incorporation simple, guiding the client through from beginning to end. We take care of all procedural formalities, such as name reservation, document preparation and submission to respective authorities. In addition, our all-encompassing services cover bank account opening and ongoing compliance, making sure that your company meets all regulatory standards with ease. Contact us now.