Company Incorporation Step by Step: Hong Kong

21/05/2020  — by Celestine Loh

Photo by Ruslan Bardash on Unsplash

Hong Kong continues to maintain its edge in international rankings for ease of doing business. Government support for startups also remains strong. Last year, the government injected HKD 5 billion into the Innovation and Technology Fund (ITF) and announced a HKD 2 billion Innovation and Technology Venture Fund to encourage private venture funds to invest in startups through a matching process.

Read on for details on Hong Kong’s requirements, procedures, and the estimated timeline to register a company.

Get Started: Company Incorporation Documents

Registering your business

In order to start your business in Hong Kong, you will need to register your company with the Companies Registry. The Companies Registry is responsible for processing applications for the incorporation of local limited companies, as well as the registration of non-Hong Kong companies which were incorporated outside Hong Kong and have established a place of business in Hong Kong.

Minimum 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: Apply for business name & obtain a certificate of incorporation

The Companies Registry is Hong Kong’s official 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 (and an exciting way to begin!) 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 file for incorporation, you will need to submit the following documents:

  • An Incorporation Form signed by the founding member(s) – Form NNC1 (for company limited by shares) or Form NNC1G (for company not limited by shares);
  • A copy of the Articles of Association (AA);
  • A Notice to Business Registration Office (IRBR1).

These documents can be submitted with the relevant fees either in hard copy at the Queensway Government Offices or online Companies Registry at the e-Registry portal. 

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.

Upon filing these documents and successful approval, you will be issued a Certificate of Incorporation (or the Certificate of Registration of Non-Hong Kong Company) and Business Registration Certificate in electronic form for online applications and in hard copy for hard copy applications. Electronic Certificates will typically be issued within one hour after submission of documents while it may take several days for applications submitted in hard copy form.

Want more comprehensive information about how to go about registering your company in Hong Kong? Learn more with our eBook on Incorporation in Hong Kong.

 

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. 

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.

Your company will need to comply with annual filing requirements and deadlines administered by the Companies Registry and the Inland Revenue Department (IRD). This may include the following:

  • An Annual Return filed with the Companies Registry once, every calendar year (except in the year of incorporation);
  • Additional statutory documents in addition to the Annual Returns, as required under the Companies Ordinance (CO). The filing requirements vary depending on whether you are a Local Limited Company or a Registered Non-Hong Kong Company.
Corporate Tax

Hong Kong requires corporate tax filing depending on the end of a company’s financial year. 

Financial year ended

Filing due date

Between 1 January – 31 March

15 November of the calendar year in which the financial year ended

Between 1 April and 30 November

2 May of the calendar year in which the financial year ended

Between 1 December and 31 December

15 August of the calendar year in which the financial year ended

Check out the Profits Tax section on the GovHK website for more information.

Open a corporate bank account

Before heading down to a bank to open a corporate bank account, make sure that you prepare the following:-

  • All the documents required by the bank’s application form, including certification by either a certified, public accountant, company secretary, lawyer or banker;
  • Initial minimum deposits (required by most banks in Hong Kong in order to open a bank account);
  • Any other requirements for foreign companies (check with the bank accordingly).

Due to strict due diligence procedures, almost all banks in Hong Kong will require the physical presence of the account signatories, principle directors and shareholders at the time of opening the bank account. However, this requirement may be exempted in some cases and the documents can be signed at one of the bank’s overseas branches in the presence of a witness should a key party not be able to be present.

Apply for the relevant licenses & permits

In order to commence business operations in Hong Kong, you may require particular government licenses, permits, certificates or approvals. To determine which licenses and permits apply to your business, check out the following useful resources:

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.

Fulfil your obligations under the MPF system as an employer

As a business employing staff, whether full-time or part-time, you are required to enrol your employees aged 18 to below 65 in a Mandatory Provident Fund (MPF) scheme. You may select from one of the schemes under the MPF system and should consider factors such as the types of constituent funds available and the fees and charges payable under the scheme. For more information, check out the Employers’ Handbook on MPF Obligations by the MPF Schemes Authority (MPFA).

Access funds & resources for small businesses

Seek advice on startup issues as well as grants available to you’re your small business by Hong Kong government. Some resources for picking up information relevant to small businesses include the following:

  • InvestHK which works with foreign entrepreneurs, SMEs and multinationals looking to set up an office or expand their existing business in Hong Kong offers free advice and services to support companies.
  • HKTDC SME Start-up Programme which provides supporting services for the stages in your startup roadmap, including operational management and sales promotion.

 

This article does not constitute legal advice.

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

Start managing your legal needs with Zegal today

 

READ MORE: Documents required when incorporating your business

FURTHER READING: Company Incorporation Step by Step: Singapore

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