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Hong Kong company registration

Many reasons, including low taxation, a business-friendly environment, intellectual property protection, and a stable legal and political environment, make Hong Kong one of the most popular company registration destinations. 


The Hong Kong company registration process is relatively simple, cost efficient and fast. Many international corporations are attracted to the city’s 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 entities can enjoy a company registration process with minimal bureaucratic constraints. 


According to the latest edition of the Global Competitiveness Booklet 2023, Hong Kong is ranked 7th.  


Hong Kong company registration is simple. Whether it’s a sole proprietorship or a limited liability company, the requirements are not many. 


The process starts with the creation of the company name and ends with the issue of a Certificate of Incorporation and business registration certificate. Two government departments are involved in the process, namely the Companies Registry and Business Registration Office under the Inland Revenue Department. 


Selecting a company name 


A company name can be English, Chinese, or both. However, a combination of English words/letters and Chinese characters is not allowed. Investors should check whether the desired name is already registered in the Companies Registry and that it does not infringe upon other parties’ intellectual property rights.  


A limited company must include “Limited” at the end of its name unless a particular application is submitted for not having “limited” in the Companies Registry. 


The next step is to decide which type of legal entity is best for the business. Choosing the right business structure is essential in new company formation, as it affects tax responsibilities, flexibility of business operations, and legal liability. 


There are three main types of business entities in Hong Kong: 


  1. Public and Private Limited Company 

  2. Sole Proprietorship 

  3. Partnership 

Among these options, a limited company is the most popular and common type of company structure in Hong Kong.  This business type offers the shareholders limited liability. This means that their financial risks do not extend beyond the amount in their share capital investment, protecting their personal assets from the company’s financial obligations.  


The share-based structure of a private limited company facilitates capital growth and expansion as it attracts external funding from investors.  


Transferring shares from one shareholder to another is a very straightforward process in a limited company. This convenience makes it an attractive choice for businesses aiming to expand and readily adapt their ownership structure to include new investors. 


Company Secretary 


It is mandatory to appoint a company secretary when registering a company, as they are a direct point of contact for inquiries from authorities, ensuring regulatory compliance and operational transparency. 

The company secretary will oversee ensuring that the company is in good standing with the regulations governing the incorporation and maintenance of companies in Hong Kong. They also have other responsibilities, including filing annual returns, managing company seals, and helping with company restructuring. 


Unlike many other countries, the company registration process in Hong Kong does not require an extensive amount of documentation. 


Documents for company registration in Hong Kong 


NNC1 and IRBR1 Forms for companies limited by shares. The incorporation forms must be filled out and signed by one of the shareholders.  


Copies of the directors’ and shareholders’ identification documents (Hong Kong ID cards for Hong Kong residents and passports for foreigners). 


A copy of the company’s Articles of Association outlining the company's internal governance rules, such as director appointments, share transfers, and financial management. The company secretary typically provides this document. 


Companies Registry 


Registration documents can be submitted online through e-Registry Portal, by mail to the Companies Registry’s address or in person at the Shroff Counters at the Companies Registry office. 

Can Woodburn help you?

In 2 to 6 business days, 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. 


Company registration Requirements 


These are the main requirements for registering a limited liability company in Hong Kong. 


  • Any person or organization is allowed to register a company in Hong Kong. 

  • A minimum of one shareholder is required, whether local or foreigner. Shareholders must be over 18 years. 

  • At least one director, local or foreigner, is required. The director must be more than 18 years. 

  • One person can serve as both the director and the shareholder. 

  • To register a company in Hong Kong, no minimum share capital is needed.  

  • It must have a registered address. 

  • The company secretary must be a Hong Kong resident. If an incorporated entity serves as the secretary, it needs to have an office in Hong Kong. 

  • The company must have a Designated Representative (DR). This is a person, or a company selected to provide assistance related to Significant Controllers Register (SCR) of the company.  

  • A registered company in Hong Kong must meet its tax obligation. 

  • A registered company in Hong Kong must prepare and maintain accounts properly. The company’s accounts must be audited on an annual basis by a Certified Public Accountant in Hong Kong. Then, the audited accounts must be submitted to the Inland Revenue Department. 

Annual compliance requirements 


The benefit of limited liability through operating as a limited company also brings obligations. The company must comply with the various provisions in the Companies Ordinance. 


These obligations include the timely disclosure and reporting of specified information about the company, its officers and shareholders. Any changes in such data must be reported to the Registrar of Companies so that the public can have ready access to the latest information of the company kept by the Registrar of Companies. 


The annual compliance of a Hong Kong company includes: 


  • Annual return filing; 

  • Business registration renewal; 

  • Annual general meeting; 

  • Auditor appointment; 

  • Audited financial statements arrangements; and 

  • Company structure changes update with Companies Registry



 

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

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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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