To set up a company in Hong Kong, you can follow the step-by-step guide below. Alternatively, if you are not familiar with the incorporation procedure, you can resort to an agency to complete the process for you.
Choose the company type
The first thing you have to do is decide the type of company based on your business needs and requirements. For example, you can consider the following types of company:
- A private company limited by shares
- Preferred by small and medium enterprises
- 1-50 shareholders
- Shareholders’ liability limited to the unpaid amount of share held by each shareholder
- Profits can be distributed among shareholders
- A public company limited by shares
- Preferred by large corporations
- At least 1 shareholder with no upper limit
- Shareholders’ liability limited to the unpaid amount of share held by each shareholder
- Shares can be freely transferred
- Profits can be distributed among shareholders
- A company limited by guarantee
- Preferred by non-profit organisations and charities
- At least 1 shareholder with no upper limit
- Shareholders’ liability limited to the amount each shareholder committed in the articles of association to contribute in the event of liquidation
- Profits cannot be distributed among shareholders
The company name
You will have to choose a name for your company. Below are some ground rules:
- The name must either be in English or Traditional Chinese. You can have an English name and a Chinese name, but there cannot be a combination of English words and Chinese characters within a name;
- A limited company’s name must
- Ends with the word “Limited” if it is in English; and
- Ends with the characters “有限公司” if it is in Chinese.
- Your proposed company’s name cannot be the same as any names in the Index of Company Names kept by the Companies Registrar. You can do a company name search free of charge through the Cyber Search Centre or the Company Search Mobile Service to see if your intended name has already been taken. The Registrar will reject any proposed name if it is same as a corporate already incorporated under the Companies Ordinance;
- The proposed company name should not infringe third party’s intellectual property rights. For example, if the name you intended to adopt is a registered trade mark, you may infringe someone else’s intellectual property rights. To avoid accidental infringements, you should conduct a search on the Trade Mark Search Engine.
- The name will not be registered if in the opinion of the Registrar the use of the name will constitute a criminal offence or be offensive/ contrary to the public interest
- Certain names need prior approval of the Registrar, for instance, if the name contains any words or expressions set out in the Companies (Words and Expressions in Company Names) Order (Cap. 622A); or if the name gives an impression that it is connected 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.
You can see the detailed information on the Companies Registry’s guidelines and FAQ.
Requirements of directors and company secretary
If you are setting up a private company, the followings are some compulsory components of the structure:
- at least one director who is a natural person over 18 years old
- at least one shareholder who can also be the sole director;
- a company secretary, who can be a person (HK resident) or body corporate (with a registered/principal office in HK). If the company has a sole director/shareholder then that same individual cannot be the company secretary; and
- if a private company only has one director, then the company cannot have a corporate body as its company secretary if the sole director of the corporate body and private company are the same
Business Registration
Businesses in Hong Kong in the form of limited companies have to be registered with the Inland Revenue Department (“IRD”). However, the one-stop company and business registration service provides an application for registration is deemed to have been made if you are applying for incorporation of a local company/registration of a non-Hong Kong Company. Therefore, you only have to deliver form IRBR1 together with your incorporation form to register your local business. For more details on business registration, read our FAQ on “Do I need to register my business in Hong Kong? How do I register my business in Hong Kong?”
List of Documents
The registration procedures can be confusing, but you can start with the guide provided by the Companies Registry and find the relevant forms. In essence, you will have to deliver the following documents to the Companies Registry:
- The incorporation form;
- A Notice to Business Registration (IRBR1);
- This notice must be delivered together with the incorporation form
- A copy of the company’s articles of association*; and
- Fees and levy payable.
*The articles of association is a mandatory document for all companies set up in Hong Kong. It outlines the rules and guidelines on how to run and operate the company. You can draft your own Articles, or the easy way is to adopt the model Articles and modify that to suit your needs.
Certificates
If your application is approved, you will receive the Certificate of Incorporation and Business Registration Certificate from the Companies Registry. You will receive the electronic copies if you applied through the e-Registry or the CR eFiling Mobile Application. Alternatively, if you filed your application in hard copy form, you will be notified to collect your certificates once they are ready. Also see the filing tips to make sure your application complies with the formalities. A limited company comes into effect on the date of which the Certificate of Incorporation is issued by the Companies Registry.
Licenses and Permits
You may need certain licenses and permits depending on the nature of the business. To understand whether you need a license and how to apply for a license, read more in the FAQ on Licensing.
Key takeaway
- Essentially, to set up a company in Hong Kong, there are certain steps and points to note
- First, you have to select a company type
- Decide the name of your company before you make any registration applications.
- Decide the company structure
- Register your business
- You can find the specified forms required for the specific type of company you are registering on the Companies Registry website.
- Apply for license and permits (if required)
- The model Articles and the e-Registry website are some helpful starting points.
Bibliography
- Companies Registry, Model articles for private companies limited by shares: https://www.cr.gov.hk/en/companies_ordinance/docs/AA_Sample_B.pdf
- Companies Registry, e-Registry: https://www.eregistry.gov.hk/icris-ext/apps/por01a/index?locale=en_US&m=n#
- Companies Registry, forms for incorporation for private company limited by shares: https://www.cr.gov.hk/en/forms/specified.htm#26
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