top of page

Hong Kong Incorporation

With some of the lowest corporate and personal tax rates in the world, Hong Kong is an attractive destination for foreign companies. Unlike in other cities, the Hong Kong incorporation process is relatively easy and quick.  

Hong Kong has no capital gains tax, no dividend tax, and no inheritance tax. The city follows a territorial principle of taxation, where individuals are taxed only on income that has been “earned in Hong Kong”. 

In order to enjoy these tax benefits, all local limited companies or non-Hong Kong companies which were incorporated outside Hong Kong and have established a place of business in the city must first be registered with the Companies Registry. 

Incorporate in Hong Kong

In 2022, Hong Kong ranked 5th most competitive out of 63 economies by the International Institute for Management Development. Private companies in Hong Kong get to operate in a favorable and efficient business environment. 

Applications for incorporation of local companies, registration of non-Hong Kong companies and registration of other entities under the various ordinances administered by the Registrar of Companies can be submitted through the Companies Registry’s e-Services Portal. 

Electronic filing service is also available at the e-Services Portal for online submission to the Companies Registry specified forms and documents required for registration under the Companies Ordinance, the Companies

(Winding Up and Miscellaneous Provisions) Ordinance, and various ordinances administered by the Registrar of Companies. 

The e-Services Portal also serves as a one-stop platform for company and business registration whereby any online application for Hong Kong incorporation of a local company or application for registration of a non-Hong Kong company will be deemed to be an application for business registration simultaneously.    

Moreover, upon submission of a Notice of Change of Address of Registered Office (e-Form NR1), an optional electronic one-stop notification service is also available for a local company to report the change of registered office address also as a change of business address to the Inland Revenue Department. 

The e-Filing functions for making applications for incorporation of local companies and registration of non-Hong Kong companies will be provided on a dedicated page for easy access by frequent users. Users may save the completed electronic incorporation form at the e-Services Portal as a template for subsequent submissions of similar applications for future Hong Kong incorporations. 

Documents for Incorporation 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, a 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 may download or collect the Certificate of Incorporation and Business Registration Certificate. The Certificates will be issued in electronic form or hard copy, depending on the mode of delivery of the applications. Certificates in electronic 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.  

Representative, directors and shareholders  

All companies must appoint a Designated Representative (DR) responsible for reporting to prescribed local authorities upon demand.  

A minimum of one individual director and an unlimited maximum number of directors is allowed. The director must be a natural person of any nationality and need not be resident in Hong Kong. Directors must be at least 18 years of age and must not be bankrupt or convicted of any malpractice. There is no requirement for the directors to also be shareholders. Nominee corporate directors can also be appointed in addition to the individual director.  

A Hong Kong private limited company can have a minimum of 1 and maximum of 50 shareholders. There is no residency requirement for shareholders. A director and shareholder can be the same or different person.  

The shareholder can be a person or a company. 100% local or foreign shareholding is allowed. Appointment of nominee shareholders is permitted. Shareholders meetings can be held anywhere in the world. 


When setting up a company in Hong Kong, appointing a company secretary is mandatory. The secretary, if an individual, must reside in Hong Kong; or if a body corporate, must have its registered office or a place of business in Hong Kong. In the 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.

 

Comments


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

bottom of page