Apostille of Company Documents in Hong Kong: A Complete Guide

Conducting international business requires knowledge of various legal intricacies, especially when it comes to handling documents. One such tool is the apostille—a certification that verifies the authenticity of a document for use abroad. In 1961, the Hague Convention established the apostille to simplify the legalization process. 

For businesses operating or planning to operate outside their jurisdiction, the apostille plays a crucial role. It certifies that company documents, such as certificates of incorporation, articles of association, or corporate agreements, are recognized as valid abroad. 

Hong Kong, as one of the leading international business jurisdictions, is also a participant in the Hague Convention. This means that apostilled documents issued in Hong Kong are accepted in most countries worldwide, significantly simplifying international document exchange. This article will explore what an apostille is, which documents are subject to apostille, and the apostille process. 

The Hague Apostille Convention 

The apostille is accepted in countries that are parties to the Hague Convention. It is important to ensure that the country where the documents are intended to be used is a participant in the Convention. 

Countries that are parties to the Hague Apostille Convention (including territories) include:  

Australia, Austria, Azerbaijan, Albania, Andorra, Antigua and Barbuda, Argentina, Armenia, Bahamas, Barbados, Bahrain, Belarus, Belize, Belgium, Bulgaria, Bosnia and Herzegovina, Botswana, Brazil, Brunei Darussalam, Burundi, Vanuatu, United Kingdom, Hungary, Venezuela, Honduras, Grenada, Greece, Georgia, Hong Kong (SAR of the People’s Republic of China), Denmark, Dominica, Dominican Republic, Israel, India, Ireland, Iceland, Spain, Italy, Cape Verde, Kazakhstan, Cyprus, Kyrgyzstan, Colombia, Kosovo, Costa Rica, People’s Republic of China, Latvia, Lesotho, Liberia, Lithuania, Liechtenstein, Luxembourg, Mauritius, Macedonia, Malawi, Malta, Morocco, Marshall Islands, Macau (China), Mexico, Moldova, Monaco, Mongolia, Namibia, Netherlands, Nicaragua, Niue, New Zealand, Norway, Oman, Cook Islands, Panama, Paraguay, Peru, Poland, Portugal, Russian Federation, Romania, El Salvador, Samoa, San Marino, Sao Tome and Principe, Swaziland, Seychelles, Saint Vincent and the Grenadines, Saint Kitts and Nevis, Saint Lucia, Serbia, Slovakia, Slovenia, United States of America, Suriname, Tajikistan, Tonga, Trinidad and Tobago, Turkey, Ukraine, Uzbekistan, Uruguay, Fiji, Finland, France, Germany, Croatia, Montenegro, Czech Republic, Chile, Switzerland, Sweden, Ecuador, Estonia, South Africa, South Korea, Japan. 

The 1961 Hague Convention laid the foundation for simplifying the recognition process of foreign documents. Before the apostille system was introduced, documents intended for use abroad had to undergo a lengthy legalization process through consulates and embassies. The Convention simplified this process by creating a unified standard for document authentication. 

As a participant in the Hague Convention, Hong Kong uses the apostille to verify the authenticity of corporate documents issued by government authorities or notarized by notaries. The main body responsible for issuing apostilles in Hong Kong is the High Court. This procedure ensures that documents apostilled in Hong Kong will be recognized in other countries that are parties to the Convention. 

For What Purposes Is Document Apostille Required? 

The apostille of documents is necessary for their official recognition and use outside of Hong Kong. It certifies the authenticity of documents and makes them legally valid in other countries that have signed the Hague Convention. The main instances where an apostille is required include: 

• Opening a bank account in foreign banks. 
• Providing documents to foreign partners and contractors. 
• Participating in international tenders. 
• Representing the company’s interests in other jurisdictions. 
• Enrolling in a foreign educational institution. 
• Getting married in a foreign country. 
• Obtaining a work permit, residency, or citizenship in another country. 
• Tax registration in another country. 

The apostille significantly speeds up the process of document recognition, eliminating the need for additional legalization, and facilitates their use in countries that are parties to the Hague Convention. 

Which Documents Can Be Apostilled in Hong Kong? 

The following documents are subject to apostille in Hong Kong: 

Documents issued by Hong Kong government authorities for legal entities: 

• Certificate of Incorporation. 
• Registration Form (NNC1). 
• Business Registration Certificate (BRC). 
• Memorandum and Articles of Association. 
• Company particulars report (similar to an extract from the commercial register). 
• Certificate of Continuing Registration (confirmation of the company’s active status). 
• Annual Return (NAR1). 
• Form ND2A/ND2B (changes in directors/secretaries). 
• Certificate on Change of Name. 
• Certificate of Tax Residency. 
• Any other documents issued by the Hong Kong Companies Registry or the Inland Revenue Department. 

Documents issued by a corporate secretary: 

• Certificate of Incumbency (certificate confirming information about the company’s beneficiaries). 

Documents issued by the company: 

• Share Certificate. 
• Minutes of meetings, resolutions of the board of directors and shareholders. 
• Agreements/contracts with counterparties. 
• Powers of attorney. 
• Documents confirming the change of shareholders (Sold & Bought note, Instrument of Transfer). 
• Register of members. 
• Register of directors. 
• Register of secretaries. 
• Register of significant controllers. 

Documents issued by an auditor: 

• Auditor’s report. 

Personal documents issued by government authorities or educational institutions: 

• Birth certificates. 
• Marriage certificates. 
• Death certificates. 
• University diplomas and school certificates. 
• Police clearance certificates. 
• Copies of passports. 

Apostille Procedure in Hong Kong 

There are three main ways to apostille documents in Hong Kong: 

1. Certification by the Issuing Government Authority and Apostille by the High Court of Hong Kong. 

This method is generally applicable to documents issued by government authorities. 

Procedure: 

• Request the document from the government authority. 
• Certification of the document by the government authority (authorized person). 
• Submit the document to the High Court for apostille. 

An authorized person from the relevant government authority certifies the document, and the High Court verifies the authenticity of the signature, position, and/or stamp of the government authority with an apostille stamp. Each document receives one apostille: 1 document = 1 apostille stamp. If the document consists of multiple pages, the apostille stamp is usually placed on the last or first page. The multi-page document is not bound by the government authority or the court. 

It is worth noting that there are exceptions. For example, a Certificate of Tax Residency issued by the Inland Revenue Department of Hong Kong cannot be certified without notarization. 

Example of an apostille stamp based on certification by an authorized person from the Hong Kong Companies Registry:

Example of an apostille stamp based on certification by an authorized person from the Inland Revenue Department of Hong Kong:

2. Notarization by a Notary in Hong Kong and Apostille by the High Court of Hong Kong. 

This method is used for documents not issued by government authorities, such as internal company documents. 

Procedure: 

• Prepare the document. 
• Notarization. 
• Apostille by the High Court of Hong Kong. 

In this case, the apostille can be placed on the original document or its copy. The original document is provided to the notary, who can certify the original or make a copy and certify the copy. The High Court of Hong Kong then certifies the notary’s signature and stamp on the original or copy of the document. 

This method is generally applicable to documents issued by companies (internal documents) or when a combination of internal and government-issued documents needs to be apostilled. The notary binds the entire set of documents and places a notary stamp on the binding. The apostille stamp is then placed on the binding. In this case, multiple documents can be certified with one apostille stamp: multiple documents bound together = 1 apostille for the entire binding. 

Example of an apostille stamp based on notarization in Hong Kong:  

3. Certification by a Commissioner for Oaths and Apostille by the High Court of Hong Kong. 

This method is used when it is not possible to certify the document with a government authority’s or notary’s signature and stamp. 

Procedure: 

• Prepare the document. 
• Affidavit (oath/affirmation regarding the document) in the Home Affairs Department. 
• Apostille by the High Court of Hong Kong. 

Who can administer oaths? – The court and a person acting in a judicial capacity can administer an oath to a witness who is lawfully summoned or voluntarily appears before them. The usual procedure for administering an oath requires the person taking the oath to repeat the words of the oath prescribed by law after the official administering it. 

This type of certification is typically used in legal proceedings when required or permitted by law as evidence of the matters stated therein. However, for other documents, such as company documents (internal or issued by a government authority), they can also be certified with such an affidavit and subsequently apostilled by the High Court of Hong Kong. Nonetheless, this method is more of an exception than the rule for certifying documents that can typically be certified by a government authority or notary. 

Example of an apostille stamp certified by a Commissioner for Oaths in Hong Kong: