How to Register a Company in Hong Kong: A Detailed Guide

Are you planning to incorporate or register a company in Hong Kong? This guide provides detailed information about registering a private limited liability company in Hong Kong, including basic incorporation requirements, procedures, timelines, and post-incorporation steps.

Governed by the Companies Ordinance of Hong Kong, any person (foreign or local) above the age of 18 can set up a Hong Kong company. The most common type of business entity registered in Hong Kong is a private limited liability company. Limited liability companies offer a separate legal personality, limited liability for owners, strong public perception, and an enduring structure. They facilitate easier capital raising and transfer of ownership compared to other business structures such as sole proprietorships and partnerships.

Basic Requirements for Hong Kong Companies

1. Company Name

• The company name must be approved before incorporation.

• It must not combine English and Chinese characters and should be unique.
  

2. Directors

• Minimum of one individual director required.

• Directors must be natural persons, at least 18 years old, and of any nationality.

• No residency requirement for directors.

• Directors must not be bankrupt or convicted of malpractices.

• Nominee corporate directors can be appointed in addition to individual directors.
  

3. Shareholders

• A minimum of 1 and a maximum of 50 shareholders.

• No residency requirement for shareholders.

• Shareholders can be individuals or companies.

• 100% local or foreign shareholding allowed.

• Nominee shareholders are permitted.
  

4. Company Secretary

• Appointment of a company secretary is mandatory.

• If an individual, the secretary must reside in Hong Kong.

• If a body corporate, it must have a registered office or place of business in Hong Kong.

• The same person cannot be both the sole director/shareholder and the company secretary.
  

5. Share Capital

• No minimum share capital requirement.

• Generally, at least one ordinary share issued on formation.

• Share capital can be in any major currency.

• Shares can be freely transferred, subject to a stamp duty fee.
  

6. Registered Address

• A local Hong Kong address must be provided as the registered address.

• The address must be a physical location, not a PO Box.
  

7. Public Information

• Details of company officers (directors, shareholders, company secretary) must be filed with the Hong Kong Companies Registry.
  

8. Taxation

• Corporate tax is set at 16.5% of assessable profits.

• Only profits derived from Hong Kong are taxable.

• No capital gains tax, withholding tax on dividends, or GST/VAT.
  

9. Ongoing Compliance

• Companies must prepare and maintain accounts, which must be audited annually.

• Annual returns must be filed with the Companies Registry.

• The Business Registration Certificate must be renewed annually or every three years.

• An Annual General Meeting (AGM) must be held annually.
  

Steps to Register a Company in Hong Kong

Step 1: Familiarize Yourself with Local Organizations

• Companies Registry: Oversees company incorporation and compliance.

• Inland Revenue Department (IRD): Administers taxes and duties.
  

Step 2: Choose Your Company Name

• Ensure the name is unique and complies with naming conventions.

• Verify availability and trademark status.
  

Step 3: Choose the Legal Entity

• Decide on the type of business entity: Public/Private Limited Company, Sole Proprietorship, or Partnership.
  

Step 4: Appoint a Company Secretary

• Essential for compliance and operational transparency.

• Must be a Hong Kong resident or a registered corporate entity.
  

Step 5: Select the Registered Address

• Required for receiving official correspondence.

• Use the company secretary’s address if you do not have a physical office.
  

Step 6: Prepare Incorporation Documents

• Forms NNC1 and IRBR1: For companies limited by shares.

• Identification Documents: For directors and shareholders.

• Articles of Association: Provided by the company secretary.
  

Step 7: Submit to the Companies Registry

• Submit documents online, by mail, or in person.

• Receive the Certificate of Incorporation and Business Registration Certificate within 2-6 business days.
  

Step 8: Pay the Government Fee

• Online Application: HKD 1,545

• Hard Copy Application: HKD 1,720

• 1-Year Business Registration Certificate: HKD 2,150

• 3-Year Business Registration Certificate: HKD 5,650
  

Step 9: Obtain Relevant Permits and Licences (If Necessary)

• Specific businesses may require additional licences.

• Check the Trade and Industry Department website for details.
  

Step 10: Maintain Compliance with Taxes and Financial Reporting

• The Companies Registry will notify the IRD of your company’s existence.

• Keep up with financial reporting and tax obligations.
  

Why Hire a Professional Services Firm?

Engaging a professional services firm for company formation is highly recommended due to their expertise in local regulations and ongoing compliance requirements. A professional firm will handle all formalities, including:

• Collecting necessary incorporation details and documents.

• Reserving the company name and preparing incorporation documents.

• Filing documents with the Company Registrar.

• Obtaining the Business Registration Certificate.

• Assisting with bank account opening.

• Providing ongoing statutory compliance and annual filings.
  

Required Documents for Company Registration

• Articles of Association

• Incorporation Form

• Company name

• Registered address

• Business activities

• Shareholders, directors, and company secretary details

• Share capital

• Number of shares taken up by subscribers

• Identification Documents:

• Non-residents: Passport and overseas address proof.

• Residents: Hong Kong ID card and address proof.

• Corporate Shareholders/Directors: Parent company’s registration documents.

Setting up a company in Hong Kong is straightforward but involves several critical steps. Hiring a professional services firm ensures compliance and smooth operations. With its favorable business environment, Hong Kong remains an attractive destination for entrepreneurs and businesses worldwide.

FAQ's

What are the basic requirements for setting up a company in Hong Kong?

A unique company name, at least one director, shareholders, a company secretary, and a local registered address.

What documents are required for company registration?

Articles of Association, Incorporation Form, and identification documents for directors, shareholders, and company secretary.

Why should I hire a professional services firm?

Professional firms handle all formalities, ensure compliance, and provide ongoing support.

Can foreigners be sole directors and shareholders of a Hong Kong company?

Yes, there are no local residency requirements for directors and shareholders.

What is the taxation system like in Hong Kong?

Corporate tax is 16.5% on assessable profits derived from Hong Kong, with no capital gains tax or VAT.

What is the process for opening a company bank account?

Physical presence may be required depending on the bank, and professional services firms can assist with the process.

What ongoing compliance is required for Hong Kong companies?

Annual audited accounts, tax returns, business registration certificate renewal, and annual general meetings.

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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.

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