Interested to register a company in Hong Kong?

Foreign companies and citizens usually consider the following types for company formation in Hong Kong:

1. A private or public company limited by shares: there is no minimum share capital required by the Companies Ordinance of a company. 
2. Company limited by guarantee
3. Branch or representative of foreign company
4. Partnership
5. Sole proprietorship

Company registration documents to be submitted depend on the type of legal entity you choose from.

It usually takes 1-2 weeks depending on the form of business you choose to set up.

Tips: If you file an application online, then the certificate of incorporation is generated electronically and becomes available once the application is fully completed.

The documents and information necessary for preparing application documents are as follows:

Identification document

• Certified International Passport Copy

Address Proof

• Certified Utility bill no older than 3 months. If this document is not in English, certified translation should be provided

Agreement

• Signed Nominee (Trust) agreement

Certification/Translation

• Certification: organization regulated by professional body – notary, lawyer, auditor or bank
• Translation: by translating company with name, seal and publicly available records (certificate issued by regulating body or can be found on internet)

Once the above documents are ready, it is necessary to prepare the following documents for filing to the Companies Registry:

• incorporation form (Form NNC1 or Form NNC1G depending on the type of the company);
• a copy of the company’s articles of association; and
• a notice to business registration office.

There are standard official templates of Model Articles for public companies limited by shares, private companies limited by shares and companies limited by guarantee. It is possible to adopt the Model Articles for your company. However, if you wish to make any amendments, then you are advisable to seek advice with lawyers, as there are mandatory provisions that should be included in the articles of association, such as the company name, capital and initial shareholdings, etc.

The company name in Hong Kong must be approved by the Registrar of Companies before the company is registered. A company name will not be registered if:

• it is the same as a name appearing in the Index of Companies Names of Hong Kong;
• it implies a connection in any way with the Central People’s Government or the Government of the Hong Kong Special Administrative Region or any department or agency of either government;
• it is the same as that of a body corporate incorporated or established under the Companies Ordinance;
• its use would constitute a criminal offence; 
• it is offensive or otherwise contrary to the public interest;
• the words “Bank”, “Stock Exchange”, “Unified Exchange”, “chamber of commerce”, “kaifong”, “levy”, “savings”, “tourist board”, “tourist association”, “trust”, “trustee” or any variations are subject to prior approval.

Company name can be in English or Chinese or both English and Chinese. However, it is not permitted to combine English words and letters with Chinese characters.

It is not possible to use such additions as HK or Far East for wholly owned subsidiary of a foreign corporation. It is advisable to make a company name search at the Companies Registrar to check whether the proposed name is not similar to any existing company name.

Tips: your company name is the cornerstone of your brand and this is how you make your first impression. So, you should think how it works on your logo, website, and advertisements. It is essential to check whether there is no registered trademark that has identical name. You should try to avoid such similarities; otherwise you will fail to protect your IP rights.

The official fee for incorporation a Hong Kong company having a share capital is HK$1,720. It is possible to apply for a refund of HK$1,425, if the incorporation is unsuccessful. The registration fee for incorporation of a company limited by guarantee is calculated according to the number of members of the company. The registration fee is HK$170 for up to 25 members, and HK$170 for 26-100 members, and HK$20 for every additional 50 members.

Business registration fee is HK$2,000 for one-year certificate and HK$5,200 for a three-year certificate.

The company should also have annual maintenance costs.

In order to register a company in Hong Kong, it is required to follow these steps:

• preparing articles of association;
• identifying a number of founder members;
• renting an office or using nominal services of registered office address in Hong Kong;
• appointing director(s) and secretary, alternatively using nominal services of director(s) and nominal shareholder(s);
• receiving director(s) Consent to Act as Director in the incorporation form;
• paying registration fees;
• submitting documents to the Registrar of Companies;
• receiving company incorporation certificate and business certificate;
• receiving tax identification number (TIN);
• opening a bank account.

The Registrar of Companies Hong Kong is the official government body of the Government of the Hong Kong Special Administrative Region. It is responsible for incorporation of local and foreign companies. The Registrar of Companies provides the services for obtaining company information contained in the Companies Register. It also receives statutory returns from Hong Kong companies. Besides, the Registrar of Companies is responsible for granting licenses to trust and company service providers. Certain services of this governmental body can be accessed online.

A Hong Kong companies have at least one shareholder whose name is contained in the official record. Shareholders are not required to be residents or citizens of Hong Kong. It can be an individual or a corporation either registered in Hong Kong or overseas.

A company must have minimum one director. If the company has only one director, that director must be an individual and not a corporate director. It is required to appoint as the company’s secretary a Hong Kong resident individual or a company having its registered office or a place of business in Hong Kong. A private company having only one director cannot have its sole director to act as the secretary.

Tips: Nominee services are allowed, in which case the beneficial owners are not revealed.

All companies in Hong Kong are required to keep proper accounting records which must be open for inspection. Financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and are in compliance with IFRS. Financial statements are presented by company’s director before annual general shareholders meeting once per year. The Companies Ordinance also sets forth the disclosure requirements relating to the balance sheet and the profit and loss account (income statement) set out in the financial statements for a company.

All companies incorporated in Hong Kong must appoint one or more independent auditors. An auditor must be a member of the HKICPA and hold a practicing certificate. The requirement of auditor does not apply to a branch of a foreign corporation. In the meantime, the branch is required to file a profits tax return annually and the official authorities may require audited accounts of the foreign corporation to be presented.

Tips: A company may hold the account records at a place outside of Hong Kong. As per request, it must send accounts to Hong Kong for inspection.

The cost of company incorporation in Hong Kong is Euro.