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Company setup in Hong Kong

Hong Kong is one of the most business-friendly cities in the world, and as a result, it attracts global entrepreneurs and companies. The company setup process in Hong Kong is cost efficient, fast and easy. 


An interested party can get a business registration certificate from the Hong Kong Companies Registry within a few days, and the government fees for incorporation are reasonable and transparent. 


According to the Companies Registry, 132,246 new companies were registered in Hong Kong in 2023. Comparatively, only 70,402 new companies were registered in Singapore.  


Hong Kong offers a favorable tax regime, a strategic location in Asia, and a highly skilled workforce, which makes it an attractive destination to set up a company. 

Incorporate in China

Beyond its vibrant culture, superb infrastructure, and high standard of living, Hong Kong is renowned as one of the world’s hubs for international trade and investment. Foreign companies can enjoy a business-friendly environment with minimal bureaucratic constraints. 


Another added benefit when setting up a business in Hong Kong is the no minimum registered capital requirement or a local director, and no restrictions on foreign investment. 


Thanks to its innovative environment, Hong Kong is home to over 360,000 SMEs (Small and Medium Enterprises), and it is a dynamic hub for start-up growth and development.  


According to IMD’s World Competitiveness Center’s 2023 report, Hong Kong ranks among the world’s top ten countries with a competitive economy. 


The Hong Kong Government also supports innovation and technology development. In 2023, it allocated HKD 500 million to launch a Digital Transformation Support Pilot Program to provide SMEs with essential digital solutions. 


Another significant benefit of setting up a company in Hong Kong is the absence of certain taxes common in other jurisdictions, such as Value-Added Tax (VAT) or Goods and Services Tax (GST). Profits from selling an asset, such as property or shares, are also not subject to capital gains tax. 


Documents for company setup in Hong Kong 


Incorporation Form – Form NC 1 (for companies limited by shares) or Form NC1G (for companies not limited by shares); 


  • One copy of the memorandum and articles of association of the company respectively; and 

  • A Notice to Business Registration Office (IRBR1). 

  • Once the incorporation is approved, certificate of incorporation and business registration certificate will be issued by Registrar of Companies.  

There are two types of business registration certificate: one is for one year and another one is for three years. In case of any change to the registration certificate, business operators should notify the Inland Revenue Department in writing within 1 month of such a change. 


Some types of businesses will need extra application documents. These businesses include, but are not limited to, restaurants, banks and travel agencies. 


Type and name of company 


The interested party must choose the type of company that best suits its purposes: 


  • Company limited by shares - the liability of members is limited by the articles of association to the amount unpaid on the shares respectively held by them. 

  • Company limited by guarantee - no share capital and the liability of members is limited by the articles of association to the amount that the members respectively undertake to contribute to the assets of the company in the event of its being wound up. Non-profit organizations are usually registered as guarantee companies. 

When choosing a name, it is recommended to refer to the Guideline on Registration of Company Names for Hong Kong Companies. 


A company name that is the same as a name appearing in the index of company names kept by the Registrar of Companies will be rejected. A company name search may be conducted free of charge through the e-Search Services under the e-Services Portal. 


A company name that may infringe the intellectual property rights of a third party should not be adopted. Infringement of the IPR of others may attract criminal or civil sanctions, either in Hong Kong or elsewhere.  


Certificates 


If the application is approved, the applicant can download or collect the Certificate of Incorporation and Business Registration Certificate. The Certificates will be issued in electronic form or hard copy form, depending on the mode of delivery of the applications. Certificates in electronic form or hard copy form have the same legal effect. 


Electronic Certificates for private companies limited by shares will normally be issued within 1 hour. An email notification to download Certificates will be sent to the message box and registered email address of the registered user who delivers the application. 


Certificates for companies limited by shares in hard copy form will normally be issued within 4 working days. The responsible party will be notified when the Certificates are ready for collection and must present an identification document to collect them in person. 


When setting up a company in Hong Kong, appointing a company secretary is mandatory. The secretary, if an individual, must ordinarily reside in Hong Kong; or if a body corporate, must have its registered office or a place of business in Hong Kong. In case of a sole director/shareholder, the same person cannot act as the company secretary.  


The company secretary is responsible for maintaining the statutory books and records of the company and must also ensure the company’s compliance with all statutory requirements. A nominee secretary can be appointed. 


Share Capital  

Although there is no minimum share capital requirement, the general norm for companies incorporated in Hong Kong is to have at least one shareholder with one ordinary share issued on their formation. Share capital can be in any major currency and is not restricted to the Hong Kong Dollar alone. Shares can be freely transferred, subject to a stamp duty fee. Bearer shares are not allowed. 


It is mandatory to file details of the company officers with the Hong Kong Companies Registry, comply with taxation laws and prepare and maintain accounts. Accounts must be audited annually by Certified Public Accountants in Hong Kong. The audited accounts together with tax returns must be filed annually with the Inland Revenue Department. Every company is required to file annual returns with the Companies Registry and pay the annual registration fee. 


The Business Registration Certificate should be renewed one month before expiration on an annual basis or once every three years, as the case may be. 


 

Woodburn Accountants & Advisors is one of China’s most trusted business setup advisory firms.


Woodburn Accountants & Advisors is specialized in inbound investment to China and Hong Kong. We focus on eliminating the complexities of corporate services and compliance administration. We help clients with services ranging from trademark registration and company incorporation to the full outsourcing solution for accounting, tax, and human resource services. Our advisory services can be tailor-made based on the companies’ objectives, goals and needs which vary depending on the stage they are at on their journey.

 

Talk to an expert


Schedule a 30-mins complimentary, no-obligation call to see how Woodburn can help you. Book a call with our Head of Business Advisory - Kristina Koehler-Coluccia.

Topics we can advise on include:

  • Company Registration

  • Cloud Accounting & Financial Reporting

  • Cloud Payroll Services

  • Tax & Audit Services

  • Recruitment

  • Employer-of-Record

  • Visa Application

  • Trademark Registration

  • Switch to Woodburn

  • Partner with Woodburn (cross referral) 

Our calls are automatically scheduled via Zoom - or via Teams, WeChat or WhatsApp upon direct request. 

Our advisory calls are available from Monday-Friday from 8am to 5pm CEST and Wednesday until 9pm CEST.

 

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Woodburn Accountants & Advisors is one of China and Hong Kong’s
most trusted business setup advisory firms

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