How to register a sole proprietorship and partnership in Hong Kong?

Essentially, all businesses in Hong Kong must obtain a business registration certificate from the Inland Revenue Department (the “IRD”) and display a valid certificate at the place of business.

Businesses in the form of sole proprietorship and partnership have to be registered with the IRD. Registration must be done within a month of commencement of business. Note that you can only register your business after commencement, any application to register a business yet to commence operation would not be accepted by the IRD. If you failed to register your business, you will be liable to a fine of $5,000 and to imprisonment for 1 year.

Registration Procedure

• Choose an appropriate business name

You can register a Chinese name, an English name, or both. You can register a Chinese name with English alphabets but not English words. There are certain symbols you can include the name(s). There are also limitations, for example:

• The name must not suggest that business is incorporated with limited liability when it is in fact not;
• The name must not suggest a connection with the Government or any public body when no such connection exists or has existed; and
• For an incorporated business with limited liability, its business name must not give the impression that the incorporation is done under a different name. E.g., an incorporation named “John Doe Ltd” cannot be registered under the business name “ABC Ltd”.

• How to Register?

Below are the general steps to register your business–you have to:

• complete the prescribed application form
• pay the business registration fee & levy; and
• produce your proof of identity https://www.ird.gov.hk/eng/tax/bre_abr.htm#a3ty.

• Registration of a limited partnership with Company Registry

On top of business registration with the IRD, limited partnership must be registered with the Companies Registry using the prescribed form. Otherwise, it would be considered a general partnership.

• Registration of a limited liability partnership

On top of business registration with the IRD, the Law Society of Hong Kong must be notified of the commencement of a limited liability partnership within 14 days from commencement.

To understand the registration process for a business owned by a company, please read “What is a business registration certificate? If my business is owned by a company, do I need to register my business in Hong Kong?”.

License(s)

In addition to registering your business, you may need to apply for a license depending on the nature of your business. To understand the difference between business registration and license, please read “What licence(s) do I need from the Government to start a business?”.

Key takeaway

• You must obtain and display a business registration certificate if you are conducting a business in Hong Kong.
• Registration must be done within one month from the date of commencement of business.

Bibliography

1. Inland Revenue Department, “one-stop company and business registration service”: https://www.ird.gov.hk/eng/pdf/one_stop.pdf
2. Inland Revenue Department, “Q & A for One-stop Company and Business Registration and One-stop Notification of Change of Company Particulars”: https://www.ird.gov.hk/eng/faq/osbrq.htm
3. Inland Revenue Department, “Business” Required to be Registered and Application for Business Registration”: https://www.ird.gov.hk/eng/tax/bre_abr.htm

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