
Eligibility and Basic Requirements
Yes, non-Hong Kong residents can definitely set up a limited company in Hong Kong. If you’re new to the area or unsure about the registration process, it’s a good idea to hire professional services like accounting firms or secretarial firms to help you navigate the steps smoothly.
Learn more: How To Choose An Accounting Firm In Hong Kong
There’s no minimum number of shares required to be issued at incorporation according to the Companies Ordinance. A company limited by shares can be registered with just one or more founder members.
No, there’s no minimum paid-up capital requirement for setting up a company or starting operations in Hong Kong.
No, your company must have a registered office located within Hong Kong.
- A company must have at least one director, who must be a natural person (individual).
- The company secretary must also be a natural person residing in Hong Kong. If a corporate body is appointed as the company secretary, its registered or principal office must be located in Hong Kong.
- Private companies require at least one director and cannot have the same person serving as both director and company secretary.
- For companies limited by guarantee or public companies, at least two directors are required, and one of them can also act as the company secretary.
The appointments of the first directors and the company secretary, as specified in Form NNC1 or NNC1G, take effect from the date of incorporation stated in the company’s Certificate of Incorporation.
Company Registration Process and Fees
You can register your company by submitting your application either online through the e-Services Portal or in person at the Queensway Government Offices. Here are the documents you’ll need:
- Form NNC1 (for companies limited by shares) or Form NNC1G (for companies limited by guarantee)
- A copy of your Articles of Association
- The Notice of Business Registration (IRBR1)
For more detailed guidance on naming rules and submission requirements, check the Companies Registry’s guidelines.
If you’re submitting your application electronically, the fees are as follows:
- HK$1,545 for companies with share capital. If your application is rejected, you’ll get HK$1,280 back, minus a non-refundable HK$265 fee.
- For companies limited by guarantee, the fees start at HK$155 for up to 25 members and increase with more members, capped at HK$925.
If you choose to submit a hard copy, fees are:
- HK$1,720 for companies with share capital, with HK$1,425 refundable if your application is unsuccessful (minus HK$295).
- For companies limited by guarantee, it starts at HK$170 for up to 25 members, with fees rising to a maximum of HK$1,025.
Don’t forget that you’ll also need to pay the Business Registration Fee and Levy when you submit your incorporation application. Please check the Business Registration Fee and Levy Table for the right amount of the fees payable.
No, the Companies Ordinance does not require the first director(s), company secretary, or registered office details to be included in the Articles. However, you will need to provide this information in the incorporation form (NNC1 or NNC1G).
No, you must fill in the names of the first director(s) and the company secretary, as well as the registered office address. If you leave this information blank, your form will be incomplete, which may lead to a rejection of your application
Yes, it’s highly recommended to use the new structured formats in Forms NNC1 and NNC1G. This helps ensure that your information is accurate and improves the chances of your data being correctly captured.
The QR code identifies the form type and version. It is for official use only and should not be altered or removed.
While it’s not mandatory to provide a Hong Kong contact number, it’s beneficial for efficient communication about your company. If you need to update the contact number after submission, you must inform the Companies Registry by completing Form NR1.
You can download the list of business nature codes from the “Forms” section of the Companies Registry website. While you can leave this information blank, specifying your primary business activity is recommended to enhance public access to your company’s information.
No, the nature of the proposed business indicated in the incorporation form will not be shown on the BRC. However, you must notify the Business Registration Office in writing of your business particulars within one month of starting operations.
You can find the BRN using the existing Company Number or CR Number through the “Quick Search > CR No. / BRN Mapping” feature on the Companies Registry’s e-Services Portal.
Form NNC3 must be filed within 15 days from the company’s incorporation date. Failing to submit this form on time is an offense and can result in fines for the company and responsible individuals.
Physical submission: Usually takes about 4 working days.
Online submission: Certificates can be processed in less than 1 hour.
For companies limited by guarantee, it typically takes up to 3 weeks.
Certificates are only issued in hard copy and must be collected in person from the Registrar’s Office by the person named in Form NNC1 or NNC1G. If someone else collects it on your behalf, they must present a written authorization and identification.
As of December 27, 2023, the company number is replaced by the first eight digits of the Business Registration Number (BRN) issued by the Business Registration Office.
No, companies incorporated before this date will not receive a revised Certificate. An Information Sheet explaining the change is available to the public after the launch of the revamped system.
Yes, the Registry accepted both the old forms (NNC1 and NNC1G) for four weeks starting December 27, 2023. After January 25, 2024, only the revised forms will be accepted.
Documentation and Form Requirements
Yes, every company must submit Articles of Association (AA). These articles outline how the company will operate and include details about liability and shareholding. You can use the Model Articles provided by the Companies Registry as a template.
Your Articles of Association should include:
- The company name
- A statement about whether it’s a limited or unlimited liability company
- Details regarding capital and initial shareholding
- An object clause, if applicable, for companies with a Section 103 operating license.
Yes, you can find sample Articles of Association on the e-Registry portal provided by the Companies Registry. These templates can be used for both electronic and hardcopy submissions.
No, if any data fields are not relevant, you should indicate this by writing “Nil” or “N/A.” Submitting a form with missing information will be deemed unsatisfactory and may result in the denial of your incorporation application.
Yes, if a director is also a founder member responsible for signing the incorporation form, they must complete the “Consent to Act as Director” section. Other directors can either sign the consent in the form or submit Form NNC3 (“Consent to Act as First Director”) within 15 days of incorporation.
No, according to section 67 of the Companies Ordinance, all required information and signatures must be included in a single incorporation form to be registered.
All pages of the incorporation form (NNC1 or NNC1G) must be submitted, even if they are blank. Instead of leaving them empty, indicate “Nil” or “N.A.” in the relevant boxes. Submitting an incomplete form may lead to rejection of the application.
Yes, you may submit an unsigned copy, but it’s important to keep the original signed AA for your records.
Roles and Responsibilities of Directors and Company Secretary
If you cannot provide a license number, select the option “Not required to obtain a license” and explain your reasoning. For further inquiries regarding licensing, consult the Registry for Trust and Company Service Providers.
As of December 27, 2023, the company number has been replaced by the Business Registration Number (BRN), which combines the first eight digits of the Business Registration Certificate number issued by the Inland Revenue Department. It’s essential to use the BRN for corporate officers.
Company registration records, including information and images, are accessible for search on the same day as the company’s incorporation.
Trademark and Licensing
The address provided in the incorporation form (Form NNC1 or NNC1G) becomes the company’s registered office from the incorporation date specified in the Certificate of Incorporation.
No, company registration and trademark registration serve different purposes and are managed by separate government agencies. A registered company name does not automatically grant trademark rights. To protect your name as a trademark, you must apply with the Trade Marks Registry under the Trade Marks Ordinance (Cap. 559).
Not necessarily. Registration with the Companies Registry does not equate to trademark registration. The Trade Marks Registry conducts a detailed examination of trademark applications to ensure compliance with the Trade Marks Ordinance. Therefore, it is important to apply separately for trademark protection.
For information on required business licenses, you can visit the Support and Consultation Centre for Small and Medium Enterprises, managed by the Trade and Industry Department.
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