How to register a new company in Hong Kong
Estimate time to read: 5 min
For several reasons, Hong Kong, one of the world’s leading economic powerhouses for the establishment of Hong Kong firms, draws investors to do business in the region. Hong Kong is the top choice for many foreign investors for Hong Kong Company Registration, from its strategic position to enter the broad Mainland China markets to its lively investment climate for HK sector registration in Hong Kong. There is a range of conditions that you must comply with for the establishment of an offshore company in Hong Kong should you wish to register a company in Hong Kong, register an offshore company in Hong Kong and conduct a corporation here as a private limited company. Setting up a business in Hong Kong has become too simple that everyone can register a business in Hong Kong.
In Hong Kong, four different types of business entities are available: limited liability company, sole proprietorship company, partnership company, and foreign office. Hong Kong, a private limited liability corporation, is the most common form of business entity registered in Hong Kong among the four business entities. As an offshore company in Hong Kong, many international companies choose a limited liability company because it is a distinct corporate entity with limited liability for its shareholders.
This article contains detailed information on registering a business in Hong Kong that addresses the specific conditions for the establishment of a company, the registration process for a limited company in Hong Kong, the process and regulatory requirements
Table of contents
Stage 1 – Choose the type and name of the company
Choose the type of business that serves the goals of your company best:
Types of the company:
For various market needs, different company types are available.
A Limited Company:
- This is the most general type of business.
- This is a corporation based in Hong Kong.
- Owners will benefit from all the tax incentives and compromises available to any fully integrated corporation.
- They will benefit from advantages such as the Closer Economic Partnership Arrangement (CEPA), a Mainland China free trade pact.
A Parent Company Corporate Office:
- This is about firms incorporated outside of Hong Kong and having a business location in Hong Kong.
- Within one month of formation, they must register with the Companies Registry as a ‘Registered Non-Hong Kong Corporation.
- A branch office, unlike a limited subsidiary corporation, is not a separate legal body from the parent and can leverage funds from the owner’s credit rating.
- They are unable to partake in profit-making operations and instead have minimal duties.
- They are beneficial for firms trying to explore the Hong Kong market before making a bigger investment.
- When a decision to enter into a contract that imposes a legal duty is taken, the corporation must be changed to a limited partnership or branch office.
Company entitled by equity – by the terms of incorporation, the responsibility of the shareholders is limited to the balance unpaid on the shares owned by them.
A company limited by guarantee – no equity capital and the liabilities of the owners shall be limited by the articles of incorporation to the amount undertaken by the members to add to the value of the company in the case of the liquidation of the company. In general, non-profitmaking corporations are registered as guarantee firms.
Choose a name for the company, then.
A. Guidelines on company names
- You cannot use the company name of a Hong Kong limited company (for the creation of a company in Hong Kong) that is actually in use or is in the process of incorporation.
- Any name that may give the impression/idea that the business is related to the government of Hong Kong or any government agency is strictly not permitted to register a business.
- The name of the company can be in Chinese or English, or both languages. The combination of Chinese and English characters for Business Registration is not, however, permitted.
- The English name of the business must include the word “Limited.”
- If it is objectionable or may constitute a criminal offence, the registrar may deny the registration of the business name.
B. Company Name Check
It is advisable to run a business name search using the following channels to stop using the same company name for Hong Kong company development services:
- The Company Registry’s Cyber Search Centre
- The Company Search Mobile Service
- The Public Search Centre at the Companies Registry
- The Intellectual Property Department (“IPD”) Online Search System
Stage 2 – Submit the application
Deliver the following documents with the correct fees either electronically via the smartphone application “e-Registry” or “CR eFiling” or in hard copy form.
- Type NNC1 (for companies limited by shares) or Form NNC1G (for corporations not limited by shares);
- A copy of the laws of incorporation of the organization (samples are available for download at the e-Registry); and
- A Notice to Business Registration Office (IRBR1)
Only after the application for incorporation has been processed by the Register of Corporations can the registration of a corporate name be verified. If the proposed name(s) of the applicant(s) is/are inaccurate or cannot be registered, the application may be denied and no refund can be made for the lodgment fee charged.
All the criteria of the Companies Ordinance must be met by the application. The Registry of Corporations requests that additional information or documentation be given in support of the application.
If the founding person who signs the incorporation form is also a director, the “Consent to Act as Director” should be signed in the contract. Other directors may either sign the declaration of consent in the form or provide Form NNC3 “Consent to Act as First Director” for registration no later than 15 days after the company’s incorporation date (“the specified period”). If Form NNC3 is not sent to the Register for registration within the specified amount of time, the company, any of the company’s responsible persons and the promoter member who signs the incorporation form shall commit an offence and each of them shall be liable for a fine and a further regular fine for a continuing offence.
Stage 3 – Collect Certificates
Download or obtain the Certificate of Incorporation and Company Registration Certificate (the ‘Certificates’) if the application is accepted. Certificates will be given in electronic form or hard copy form, based on the manner of distribution of the requests. Certificates have the same legal impact in electronic form or hard copy form.
Application in electronic form
Electronic Certificates will usually be given within 1 hour for private corporations limited by shares. The message box and the registered email address of the registered person who sends the application will be sent an email notice to download the certificates.
Application in hard copy form
Certificates will usually be given within 4 working days for businesses restricted by shares in hard copy form. When the certificates are eligible for processing, the presenter will be told via fax. On presentation of the Notice of Collection of Certificate(s) and the identity document/company chop referred to therein, the Certificates must be obtained in person at the register. Where a representative is sent by the presenter to receive the certificates, the representative shall produce the written permission of the presenter and the identity document mentioned in the written permission
Stage 4: Acquire other licenses or permits
For updates on other licenses, permissions, certificates and approvals related to import and export activities and other company operations in Hong Kong, visit the Trade and Industry Department’s website.