Company Registration in Hong Kong

Are you planning to register or set up a company in Hong Kong? This article provides you with proven-to-work strategies for Hong Kong company incorporation.

Hong Kong has a dynamic economy and has lately become one of the most sought-after investment hubs by modern global startups. Being among the most attractive tourist destinations and a shopping paradise, Hong Kong is a perfect location to set up a Private Limited Company. The GDP of this cosmopolitan is progressively increasing, meaning that business is booming.

Compelling Reasons for Starting a Business in Hong Kong

Hong Kong is located in the heart of Asia, making it an important place to set up a private limited company. It allows easy access to China, the world’s largest populated place giving you accessibility to a broader market and increased business opportunities. The low tax burden, government initiatives, and secured private rights are some of the most critical reasons for incorporating a company in Hong Kong.

In addition, starting a business in Hong Kong is easy and straightforward. The requirements of opening a company are simple, and the registration process can be completed online within 24 hours. Hong Kong is one of the freest markets in the world, accepting all kinds of legal business.

How to Incorporate a Private Limited Company in Hong Kong

The incorporation process of a private limited company in Hong Kong is quite simple but can be time-consuming. Any local or foreign person above 18 years can set up a company in Hong Kong.

Are you planning to register a company in Hong Kong? Whether you are a local or foreign entrepreneur looking to register your business, it is strongly advisable to seek the registration services of professional firms that have a clear understanding of policies guiding the incorporation of a private limited company in Hong Kong.

Here are the key steps are requirements for setting up a company in Hong Kong:

Step#1: Select a Company Name

Before starting your company incorporation process in Hong Kong, you must select a unique name for your company and check if it is available.

There are some words and expressions that will require the consent of the Chief Executive before their use will be allowed in a company name such as Chamber of Commerce, Trust, Savings etc.

Step#2: Designate the Company Structure

As with any company, you’ll have to assemble a team of directors, shareholders and a company secretary.

To open a private limited company in Hong Kong, entrepreneurs must comply with the following requirements of a business entity:

a) Director

Minimum of one director 

(Accept Corporate body but min. 1 any nationality natural person who at 

least 18-year-old)

b) Shareholder

Minimum of one shareholder

(min. 1 any nationality natural person who at 

least 18-year-old but max. 50 people

*Significant Controller who holds 25% share)

c)

Shares & its 

Capital

min. 1 share, 

HK$1 paid-up share capital

d) Company Secretary

H.K. resident or H.K. Corporate body

(**TCSP)

e) Registered Office Address

Must have a local registered office address in Hong Kong

In case you have not decided to set up a physical office in Hong Kong yet, PREMIA TNC are able to register the Company under our local office address. You may choose to change the local registered office address in the future.

*SCR: the Significant Controller who majority directly or indirectly hold more than 25% issued shares or voting rights of company or has a right to exercise, or actually exercises, significant influence or control over the company

** TCSP: Trust or Company Service Provider License

Step#3: Proceed to Open a Company in Hong Kong

To set up a private limited company in Hong Kong, you must submit the following documents:

  • A copy of articles of association for the company.· A duly completed incorporation form bearing the company name, registered address, details of shareholders, company secretary, directors, and shareholder capital registered on incorporation
  • A copy of passports, residential address proof for foreigners
  • A copy of Hong Kong ID and proof of residential address for Hong Kong residents

Step#4 Open a Corporate Bank Account

After registering your business, you may need to open a bank account in Hong Kong. Among the documents you will need to open a corporate bank account in Hong Kong include the following:

  • Account application forms
  • Company registration documents
  • Copies of passports and address proof of each member
  • A bank statement of each member, or any related corporation(s)
  • A bank reference letter of each member
  • Proofs of business such as contracts, invoices, etc. of the company

Step#5 Perform Annual Maintenance and Filing

To maintain the active status of your company and avoid fines from the government, a Hong Kong company must oblige to the ongoing compliance requirements below:

  • Annual renewal of the Business Registration Certificate; apply for the renewal one month before the expiry date.
  • Annual General Meeting (AGM) should be held annually every financial year. The AGM should be held within 18 months of the company incorporation.
  • Annual return with the Companies Registry: filling with the Companies Registry within 42 days after the Anniversary of company incorporation.
  • Employer’s return with Inland Revenue Department: filing each associate form within the prescribed period.
  • Annual Tax Return: Every company must file audited accounts together with profits tax return annually.

Key Takeaway

The process of starting a business in Hong Kong can be daunting and time-consuming.  However, using a professional company formation services firm can make the process of forming a private limited company easy and seamless.

Premia TNC has successfully helped many entrepreneurs, locally and overseas, incorporate and register their companies across Hong Kong, Singapore, Taiwan, Vietnam, Malaysia, and Korea. Our professional specialists will take all the formalities of incorporating your business and offer outstanding company management services.

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Type of Hong Kong Companies

Sole Proprietorship

A sole proprietorship is especially for a very small-scale business for one-man only, like a grocery store.

Advantages of Sole Proprietorship

Simple to set up The only thing is to apply for a business license from the Business Registration Office.  Every person carrying on a business shall make such an application within 1 month of the commencement of such business.
Profits entitlement The sole proprietor does not need to share the profits with other people.  He gets all the profits of the business, which provides a good incentive for him to work hard.
Lower profits tax rate The profits tax rate for a sole proprietorship is 7.5% – 15%. which is lower than a limited company.

Disdvantages of Sole Proprietorship

Sources of finance The sole proprietor will have difficulty in sourcing additional finance. Unless he has adequate finance in setting up and running the business, he needs to be cautious in managing the finance to avoid the occurrence of liquidity problem in the course of business.
Unlimited personal liability It is risky because the sole proprietor has unlimited liability to its business.

The sole proprietor shall bear all the losses resulting from the business. It can be a great psychological and economic pressure on him when the business is slipping down.

Procedure for Setting up a Sole Proprietorship

Setting up a sole proprietorship in Hong Kong is simplest.

The only requirement for Hong Kong sole proprietorships is to register their business with the Inland Revenue Department’s Business Registration Office and obtain a Business Registration Certificate. Business Registration must be done within one month from the date of commencement of business.

The business registration number that appears on the Business Registration Certificate is also the sole proprietorship’s profits tax filing number.

In order to register a sole proprietorship business in Hong Kong, the following documents/information are required.

  • Complete application form, including proposed business name and date commenced
  • Hong Kong identity card of the sole proprietorship

Partnership

This business structure allows two or more people to carry on a business in common with a view of profit.

There are two types of Partnerships in Hong Kong and governed by the Partnership Ordinance(Cap. 38)

General partnership All the partners are general partners and have unlimited liability.
Limited Liability partnership Includes one or more limited partners but they‘re not able to participate in the management.

However, there must be at least one general partner with unlimited liability. He has unlimited liability for the firm’s debts and is responsible for the day-to-day running of the business.

It’s commonly used by the professional, like solicitor – law firm or in small scale business form. The maximum partners are 20, except for solicitors, accountants, stockbrokers, or any other professions, vocations and businesses approved by the Chief Executive in Council.

Advantages of Partnership

Division of labour Each partner can contribute their own specialized knowledge and ability to the business.
Sharing business risk The business risk will not be borne by one person only and easier to raise the capital from other partners.
Lower profits tax rate The profits tax rate for a Partnership is 7.5% – 15%, which is lower than a limited company.

Disadvantages of Partnership

No separate legal existence A partnership is not a legal entity, still an unlimited liability to the general partner.
Bound by the decisions of others All partners are bound by the decisions made by anyone of the general partner. A poor decision made by one general partner will affect the whole business.

Procedure for Setting up a Partnership

Business is conducted under a partnership agreement/deed must be registered with the Business Registration Office of Inland Revenue Department of Hong Kong, within 1 month of the commencement of the business.

Once you have registered your business, you must display your Business Registration Certificate at your place of business.

In order to register a partnership business in Hong Kong, the following documents/information are required.

  • Complete application form, including proposed business name and date commenced
  • Hong Kong identity card

Private Company Limited

Company Limited by Shares

A private company limited by shares is the most common type of company incorporated under the Companies Ordinance of Hong Kong. The liability of the shareholders of “Company Limited by Shares” to creditors of the company is limited to the capital originally invested.

Procedure for Setting up a Limited Company by Shares

For the company registration/ incorporation part, you don’t need to visit Hong Kong; we can prepare and send you the requisite documents by email and arrange relevant filing on your behalf.

Tailor-Made Company

E-registration (Online Submission)

The company will be incorporated with your preferences name and we can get the Certificate of Incorporation and Business Registration Certificate within 2~3 hours under the following conditions

  • The Proposing Company will be incorporated with Individual Director & Shareholder
  • Receive Notarized Certify True Copies of Original & Valid Identification Documents of Director & Shareholder by Notary Public in your country or Receive Certified True Copies by Hong Kong Certified Practicing Accountant/ HK Lawyer

Traditional Way (Paper Submission)

The company will be incorporated with your preferred name, the incorporation process will normally take 6 working days for a Certificate of Incorporation to be issued.

Ready-Made Company

(Shelf Company)

If you don’t have a preference on the company’s name, you can make a choice from a shelf company list and use it immediately, everything can be done within 2~3 days.

Public Limited Company

A Hong Kong Public Limited Company is limited by shares. It allows to:

  • offer its shares and debentures to the public;
  • have more than 50 shareholders and on maximum restriction; and
  • have no restricted right to transfer its shares.

Advantages of Public Limited Company

Easier to raise capital

Ability to raise capital and attract the investors when compared to private limited company/ partnership/ sole proprietor company.

If the company goes listing, more generic strategies for raising capital on the stock market.

Good Prospectus

It is optional to go through the IPO process and list on The Stock Exchange of Hong Kong Limited (HKSE)‘s Mainboard or GEM board.

Companies listed on the HKSE are regulated by the Rules Governing the Listing of Securities on the HKSE (Listing Rules) and the Codes on Takeovers and Mergers and Share Buy-backs.

Disadvantages of Public Limited Company

Increase Rules and Regulations oversight Hong Kong Public Limited Companies raise funds from the public and are therefore subject to stricter rules and regulations.
Higher levels of transparency required Hong Kong Public Limited Companies are mandatory to disclose accounts information every year.

Procedure for Setting up a Public Limited Company

The company will be incorporated with your preferences name and following documents to be required of all relevant parties:-

Receive Notarized Certify True Copies of Original & Valid Identification Documents of Director & Shareholder by Notary Public in your country; or

Receive Certified True Copies by Hong Kong Certified Practicing Accountant/ HK Lawyer (If you can visit us in person, PREMIA TNC can provide such service).

We can assist you in getting a more in-depth understanding of the requirements and procedure of setting up this type of company, please feel free to talk with our specialist.

Branch Office

A place of business in Hong Kong which is established by a foreign company (i.e. a company incorporated outside of Hong Kong) must register as “Registered Non-Hong Kong Company” under Part 16 of the Companies Ordinance (Cap. 622), within 1 month after establishment. It is advisable to apply before business commences.

Documents required for registration as “Registered Non-Hong Kong Company”

  • A certified copy of the Memorandum and Articles of Association (or charter or statutes) of the company;
  • A completed “Application for Registration as Registered Non-Hong Kong Company” Form which includes particulars of the company;
  • A certified copy of the company’s certificate of incorporation (or equivalent);
  • A certified copy of the latest accounts of the company; and
  • A Notice to Business Registration Office

If the certificate of incorporation or equivalent is not in English or Chinese, please note that it is required to deliver a certified copy of the certificate in the original language and its certified translation in English or Chinese for registration.

Upon receipt of sufficient documents, normally it takes around 14 working days to issue a Certificate of Registration in Companies Registry.

Representative Office

A representative office is not a separate legal entity but rather an extension of its parent company.

It is an office established by a company which is registered in a foreign country, to act as a liaison between the home office and trade organization to conduct market research and establish contacts with prospective customers and partners. It is useful for companies looking to explore the Hong Kong market before making a larger investment or registering an offshore company. Please contact us for more information.

A representative office may only be engaged in any of the following functions

  • conducting research and providing data and promotional materials to potential clients and partners
  • conducting research and surveying for its parent company in the local market
  • liaison with local and foreign contacts on behalf of its parent company
  • acting as a coordinator for the parent company’s activities
  • making travel arrangements for parent company representatives and potential clients and other non-profit making business activities

FAQs for Hong Kong Company Formation

You may based on your business background and the pros and cons of different types of companies to choose the most suitable form for your business.

If you are the individual director and shareholder, you may go to the Companies Registry in person or provide a certified identification document to apply for an e-account to submit for the application.

Yes. In general, the proposed name would be rejected if the proposed company name has been registered from the Registrar of Companies, the same as the incorporated or established organization, under the view of the Registrar of Companies, the name would constitute a criminal offense, offensive or otherwise contrary to the public interest or hit rules set out from the ordinance.

Do you need more information?

You may refer to these Hong Kong business expansion guides to find out more:

Hong Kong Company Incorporation

Are you planning to register or incorporate a company in Hong Kong?

Learn More

Hong Kong Company Secretary Services

You need a company secretary if you are thinking to starting a company in Hong Kong.

Learn More

Hong Kong Taxation System

Hong Kong tax regime is well known for its attractive corporate and personal tax rates.

Learn More