Company Incorporation Step by Step: Hong Kong

Date published: 2020-09-17   — by Celestine Loh

 

This article covers the main points on registering a company in Hong Kong. Read on for details on Hong Kong’s requirements, procedures, and the estimated timeline to register a company. 

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 Minimum Setup Requirements to Register a Company in Hong Kong

  • Designated Representative – 1
  • Individual Director – 1
  • Shareholder – minimum 1 and maximum 50
  • Company Secretary – 1, must be based in Hong Kong 
  • No minimum share capital requirement 
  • Have a local Hong Kong registered address for the company

Registration Timeline 

The Hong Kong Companies Ordinance has undergone a recent amendment in 2018 and has since streamlined the process of incorporation in Hong Kong. The entire process to incorporate in Hong Kong will take around 5 to 7 days (subjected to the completion of the required documents). 

Step 1: Get Companies Registry’s Approval for Your Company Name

The Companies Registry is Hong Kong’s official formal organisation that oversees incorporation of companies in Hong Kong. Your application must first be submitted via electronic means or in hard copy before the registration of your company can be approved. 

The very first step is to choose the type and name of your company. In Hong Kong, there are 2 types of companies:

  • Company limited by shares
  • Company limited by guarantee 

The name of your company must be in compliance with the Guideline on Registration of Company Names for Hong Kong Companies. Additionally, the company name must not:

  • Appear on Hong Kong’s Cyber Search Centre or Company Search Mobile Service 
  • Infringe the intellectual property rights (IPR) of a third party 

Next, it is the delivery of the application – either electronically or in hard copy. Electronically should be done through Hong Kong’s “e-Registry” or “CR eFiling” whilst the hard copy must be submitted to the Shroff on the 14th floor of the Queensway Government Offices.

The application stage requires 3 sets of documents, namely:

  1. Incorporation Form (Form NNC1 – Company limited by shares, Form NNC1G – Company not limited by shares)
  2. Copy of the company’s articles of association 
  3. Notice to business registration office (IRBR1)

Approval of the company application will occur within an hour if it is done electronically while hard copy will be approved within 4 working days

To register your company name, visit the Companies Registry’s website

Step 2: Prepare Documents to Set Up A Hong Kong Company

You’ll need to provide:

  • An official copy of the Articles of Association for the company 
  • The Company name
  • The company’s registered address
  • A Brief description of the business activities conducted
  • The particulars of the shareholders, directors and company secretary 
  • Liability of company’s members
  • Share capital registered upon incorporation of the company
  • The number of shares taken up by subscribers 
  • An official copy of the parent company registration documents (e.g. Certificate of Incorporation and Articles of Association) for corporate shareholders and directors
  • Official copies of passport, overseas residential address proof – for non-resident shareholders and directors
  • Official copies of Hong Kong identity card and residential address proof for resident shareholders and directors

*If the documents are in a language other than English, an officially endorsed translated copy is required.

Read more: Documents required when incorporating your business

Step 3: Submit Application to Companies Registry 

As mentioned above, the application forms required must be submitted either electronically or in a hard copy to the Queensway Government Offices in Hong Kong. 

The correct registration fees of HKD$1,720 must also be submitted along with the application forms. If the application is unsuccessful, a refund of HKD$1,425 may be made. The registration fee for a 1-year certificate is HKD$250 while a 3-year certificate is HKD$3,950.

In order to retrieve the registration forms (e.g. Form NNC1/NNC1G), the charges differ depending on whether it is viewed/downloaded electronically or obtained in hard copy. 

*Onsite: 13th Floor, Public Search Centre, Queensway Government Offices, Hong Kong

Incorporating a non-Hong Kong company?

A non-Hong Kong company is a company that is incorporated outside of Hong Kong but it has an established place of business in Hong Kong. It is compulsory to apply for registration as a non-Hong Kong company within a month of its establishment as a place of business in Hong Kong. 

Documents required for submission: (either electronically or in hardcopy)

  • Form NN1 
  • A certified copy of the instrument defining the company’s constitution (e.g. charter, statutes or memorandum & articles of association)
  • A certified copy of the company’s latest published accounts
  • A Notice to Business Registration Office (Form IRBR2)

The approval upon submission of the correct and completed forms along with the registration fees will take approximately 10 working days.

After Incorporation

Once the company has been incorporated, within a month of commencing business, the business must be registered with the Business Registration Office of the Inland Revenue Department. It is compulsory to display the Business Registration Certificate at the place of business. 

Hong Kong allows for a simultaneous application for business registrations together with the application for company incorporations. The additional business registration fee of HKD$2,000 (1-year certificate) or HKD$2,500 (3-year certificate) must be made together with  these documents:

  • A Notice to Business Registration Office (IRBR1)
  • Levy to the Protection of Wages on Insolvency Fund (1-year Certificate, HKD$250 or 3-year Certificate, HKD$750)

If the simultaneous business registration is done electronically, it would take an hour or 4 working days for hard copies. 

If it is a separate business registration, it can only be done in hard copy and it would take 30 minutes in person or 2 working days by post. 

Accounting

The Hong Kong Institute of Certified Public Accountants (HKICPA) issues official standards relating to accounting and auditing practices. The Hong Kong law requires all Hong Kong-incorporated companies to prepare audited financial statements. All private companies must keep and maintain proper books of account. Companies must also file annual returns specifying directors, members and the location of a registered office. 

Annual General Meeting

All companies must convene its annual general meeting in respect of each financial year of the company, as opposed to every calendar year. 

Annual filing

All Hong Kong-based companies are required to meet annual filing requirements with the Inland Revenue Department (IRD) and Companies Registry, once every calendar year.

 

This article does not constitute legal advice.

The opinions expressed in the column above represent the author’s own.

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READ MORE: Documents required when incorporating your business

DOWNLOAD EBOOK: Incorporating in Hong Kong

Tags: company incorporation | Company secretarial | Hong Kong | z-syndicate

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