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Complete Guide of Hong Kong Company Registration

Hong Kong, one of the important economic powerhouses in the world for Hong Kong company setup, attracts investors to do business in the country due to many reasons. From its strategic location to access the huge Mainland China markets to its vibrant investment environment for HK business registration Hong Kong, Hong Kong makes the top choice for many foreign investors for Hong Kong Company Registration. There are a number of requirements for offshore company formation Hong Kong that you must comply with when you want to register company in Hong Kong, register offshore company in Hong Kong and operate a business here via Private Limited Company. Company setup in Hong Kong has became so easy and any one can register company in Hong Kong hassle free with 3E Accounting. 3E Accounting offer the best Hong Kong limited company registration package. Engage our Hong Kong company formation services and we will register a company in Hong Kong for you.

Guide to Hong Kong Company Registration

There are four different types of business entities available in Hong Kong: limited liability company, sole proprietorship, partnership and foreign company office. Among the four business entities, the private limited liability company formation Hong Kong is the most common type of business entity registered in Hong Kong. Many foreign investors prefer limited liability companies as an offshore company in Hong Kong because it is a separate legal entity with limited liability for its owners.

 

Hong Kong Company Incorporation Services – 3E Accounting Can Assist You

This article provides comprehensive information about registering a company in Hong Kong that covers the basic company incorporation requirements, Hong Hong limited company registration procedure, timeline, and compliance requirements.

 

Who Are the Authorities / Registry?

1. Companies Registry

  • It administers and enforces the Companies Ordinance (Chapter 622, Laws of Hong Kong).
  • It is responsible for the incorporation of local limited companies (Company setup in Hong Kong) and the HK business registration of non-Hong Kong companies (companies that were not incorporated in Hong Kong and have a place of business in Hong Kong).

 

2. Business Registration Hong Kong Office

  • Under the Inland Revenue Department
  • It administers the Business Registration Ordinance (Chapter 310, Laws of Hong Kong).
  • It is responsible for registering businesses carried on by an individual, a partnership, a local private limited company, or a non-Hong Kong company.

 

3. Trade Marks Registry

  • Under the Intellectual Property Department
  • It is responsible for providing trademark registration services to members of the public under:
    • The Trade Marks Ordinance (Chapter 559, Laws of Hong Kong), and
    • The Trade Marks Rules (Chapter 559A, Laws of Hong Kong).

 

What Are the Basic Requirements for Company Registration in Hong Kong?

1. Company name

Having a Hong Kong limited company’s name is part of the requirements in registering a Hong Kong company and company formation Hong Kong.

a. Company name guidelines

  • You cannot use a Hong Kong limited company’s company name (for company setup in Hong Kong) that is currently in use or is in the process of being registered.
  • Any name that could give the impression/idea that the company is linked to the Hong Kong government or any government department is strictly not allowed for register a Company.
  • Company name can be in English or in Chinese, or in both languages. However, the combination of Chinese and English characters is not allowed for Company Registration.
  • The English company name must have the word “Limited”.
  • The Registrar could reject the registration of company name if it is offensive or it would constitute a criminal offence.
  • Reference: Guidelines on Registration of Company Names for Hong Kong Companies

b. Company Name Check
To avoid using the same company name for Hong Kong company formation services, it is advisable to run a company name search via the following channels:

 

2. Directors of Limited Company

  • At least one director must be a natural person who must be at least 18 years old to register company in HK.
  • He or she can be a foreigner and Hong Kong non-resident.

 

3. Shareholders of Limited Company

  • When registering company in Hong Kong, the minimum number of shareholders required: one
  • 100% Foreign or local shareholding is allowed for company registration Hong Kong. There is no foreign shareholding restrictions.

 

4. Significant Controllers Register and Designative Representative

  • The company must appoint at least one person as the company’s Designated Representative before you register company in HK.

 

5. Company Secretary

  • A mandatory requirement to appoint company secretary when registering a Hong Kong company.
  • If the secretary is an individual, he or she need to be an ordinarily reside in Hong Kong.
  • If the company secretary is body corporate, its business place or registered office address must be in Hong Kong.
  • If the company has only sole director, he cannot himself acts also as the company secretary of the company.
  • Appointment of a nominee company secretary is allowed.

 

6. Share Capital

  • No share capital minimum amount requirement for register company in Hong Kong.
  • Share capital is not limited to the Hong Kong Dollar and can be expressed in any major currency.
  • Shares can be transferred freely (subject to a stamp duty fee).
  • The usual practice for companies registered in Hong Kong to have at least one shareholder with one ordinary share be issued.
  • Issued Share Capital (commonly known as paid-up capital) is the portion of share capital which is issued and subscribed by the shareholders.

 

7. Registered Address

  • Local Hong Kong address is required as the company registered address.
  • A P.O. Box cannot be treated as the registered company address.
  • Only a valid physical address is accepted as the registered address of the company.

 

8. Public Information

  • In the case you want to have more confidentiality when registering company in Hong Kong, you can opt to appoint a nominee corporate shareholder and nominee director.

 

9. Taxation

  • Under the two-tiered profits tax rates regime, Corporate proifts tax rate for the first $2 million of assessable profits is 8.25%. Assessable profits above $2 million is subject to tax rate of 16.5%.
  • Hong Kong taxation system is on territorial basis.
  • Only profits generated from Hong Kong are subjected to Hong Kong’s income tax.
  • No capital gains tax, no dividend withholding tax, and no GST/VAT.

 

10. Annual compliance requirement

  • Annual audit of accounts by HK Certified Public Accountants is a mandatory requirement. Private Limited Company must file its audited accounts and income tax return annually with IRD, Inland Revenue Department.
  • All company must file annual returns with CR, Companies Registry and pay the annual business registration fee (BR Fee).
  • The HK Business Registration Certificate must be renewed annually or once every three years, a month before expiry.
  • Annual General Meeting (“AGM”) must be held every financial year. Company must hold its AGM within 9 months after its financial year end date. In the case of the first financial period which is longer than 12 months, the company must hold its AGM within 9 months after the first anniversary of the company’s incorporation ; or 3 months after the end of that financial period, whichever is the later.
  • A company can dispense with the holding of AGMs by a written resolution or a resolution at a general meeting passed by all members. Also, a single member company is not required to hold an AGM.

 

11. Government Fees (on or after 1 April 2019)

  • Company registration (government fee): HKD1,720.
  • The HK Business Registration Certificate (government fee)(BR Fee): Refer to Business Registration Fee.
  • Levy to the Protection of Wages on Insolvency Fund
  • Company registration Hong Kong one-year certificate
  • three-year certificate

 

What Are the Documents Needed for Hong Kong Company Registration?

  1. Company’s Articles of Association.
  2. A Notice to Business Registration Office (IRBR1)
  3. A completed company incorporation form with the following information:
    • Company name
    • Registered company Hong Kong address
    • Proposed business activities description
    • Details of director(s), shareholder(s) and company secretary
    • Member’s liability
    • Share capital register on company incorporation
    • Number of shares subscribed by the subscribers
  4. Information required for non-resident director(s) and shareholder(s):
    • Passport copy
    • Proof of overseas residential address
  5. Information required for resident director(s) and shareholder(s):
    • Hong Kong identity card copy
    • Proof of residential address copy
  6. Information required for corporate director(s) and shareholder(s):
    • Parent company registration documents copy (i.e. Company Incorporation Certificate and Articles of Association)

 

What is the Company Incorporation Process?

The company incorporation process at the Hong Kong Companies Registry (“CR”) is fast and easy. There are three ways of application available to submit your application:

  • Via the online application via the 24-hour portal e-Registry,
  • Via the “CR eFiling” mobile application which can be downloaded from App Store or Google Play (free of charge), or
  • By submitting the documents in hard copy to the CR

It takes only one hour to process the application for company incorporation and business registration if it is submitted online. Hard copy applications will usually be processed in the four-day window.

 

Engaging a Professional Accounting Firm for Company Registration Services

The Accounting firm will usually handle all the required steps with its end-to-end company incorporation services. We, 3E Accounting Limited, offer Hong Kong company registration services that cover:

Company name reservation

Company name reservation

Prepare the required company registration documents (included Articles of Association)

Prepare the required company registration documents (included Articles of Association)

File the company registration documents with the CR, Company Registrar

File the company registration documents with the CR, Company Registrar

Get Certificate of Incorporation from the Company Registrar

Get Certificate of Incorporation from the Company Registrar

Get Business Registration Certificate from the IRD, Inland Revenue Department

Get Business Registration Certificate from the IRD, Inland Revenue Department

Assist with bank account opening

Assist with bank account opening

Ordering of common seal and stamp

Ordering of common seal and stamp

Issuing of share certificates and share register

Issuing of share certificates and share register

Assist with on-going statutory compliance

Assist with on-going statutory compliance

Assist with annual filings requirements

Assist with annual filings requirements

FAQs for Company Registration in Hong Kong

  1. Choose a legal entity.
  2. Submit the application documents.
  3. Collect business certificates.
  4. Obtain permits and licenses.

Yes. According to the Inland Revenue Department (IRD), forms of trade, commerce, or any profession carried on to gain a revenue must be registered.

Yes. The preceding answer applies to this question. Any form of trade, commerce, or any profession carried on to gain revenue is required to be registered in Companies Registry.

Yes. However, they must appoint a local Company Secretary (CS) to file documents and keep statutory requirements to the Company Registry. For foreigners, it is recommended to seek assistance from corporate service providers.

  1. Company name & ordinance
  2. Identification documents (of a company secretary, directors, and shareholders)
  3. Share capital
  4. Proof of address
  5. Public Information
  6. Signed Incorporation document signed by the authorizing partners.
  7. Company account

Any person (foreign or local) over 18 years old can register their company, as per the Companies Ordinance in Hong Kong.

You could submit your application through e-Registry or CR eFiling mobile. It is an electronic filing service issued by the Companies Registry.

No. In technical terms, a business or a company needs to be registered following its incorporation. Company registration is a legal process that an establishment must comply with before functioning.

Eligible persons can apply for an exemption if their monthly sales do not exceed a specific limit:

Service-based businesses $10,000
Others $30,000

Application is prescribed to be filed on Form 3 and can be submitted either in person, via post, or GovHK. However, this does not apply to companies required to register under the Companies Ordinance. Business owners who also own two or more businesses in this section are not eligible to apply.

Yes. You will only need to comply with the requirements set by the Inland Revenue Department’s Business Registration Office. Then, you will receive a Business Registration Certificate.

  1. Choose the company name (subject to approval).
  2. Appoint Designated Representative (DR).
  3. Appoint directors, shareholders, and a company secretary.
  4. Prepare share capital.
  5. Register physical address.
  6. File company details at Hong Kong Companies Registry.

Board of directors and shareholders can be of any nationality residing anywhere in the world. However, the company secretary must be a resident of Hong Kong. Body corporates that serve as substitutes must have registered offices in Hong Kong.

Yes. You must notify the Commissioner of Inland Revenue within one month of change or cessation of your business particulars to do so. Hence, you are required to file the appropriate forms issued by the Business Registration Office:

  • IRC3110A Notification of Change of Business Name
  • IRC3111A Notification of Change of Business Address
  • IRC3113 Notification of Cessation of Business
  • IRBR64 Notification of Change of Partners
  • IRBR193 Notification of Change of Business Nature
  • IRBR200 Notification of Commencement of Business by Corporation

A minimum of one and no maximum number of directors is required in registering a company in Hong Kong. Directors need to be above 18 years old and have not been subjected to malpractices.

Yes. According to Hong Kong company laws, information about your appointed officers (directors, shareholders, company secretary) is accessible to the public.

You cannot select existing or reserved company names. Also, the suffix must be “Limited” and not “Ltd.” You could check your desired name at Registry’s Cyber Search Center to see if it’s available.

  • Business licenses
  • Federal and state tax identification number
  • Online license services
  • Operating licenses
  • Environmental permits and licenses
  • Sales tax permit
  • Home occupation permit
  • Professional/occupational licenses

The fastest registration approval could be processed within a day, assuming that the legal requirements are complete with no lapses. Thus, it takes an average of 5-7 business days for foreigners to incorporate their company in Hong Kong.

You could schedule an appointment with the business registration office along with your previous registration requirements and certificate. Some business owners ask for a demand note as they pay for renewal fees.

Renewing via post is allowed. All you have to do is mail a photocopy of the requirements along with a crossed cheque indicating payable to the Government of Hong Kong.

The Company Registration Number (CRN) serves as the identification key of your company. It represents your entity for legal requirements and government records. You could find it at the top left of your Certificate of Incorporation.

The Inland Revenue Department (IRD) issues a Hong Kong business registration number (BRN) before locating a working setup. This eight-digit number serves as your tax identification number (TIN) and would be necessary for filing annual returns. It is technically a requirement for tax obligations in Hong Kong.

The Business Registration Office will issue the certificate and details of your business. Once you get the document, you are required to display it in your space so that any presiding officer would acknowledge that your entity has fulfilled statuary requirements.

Yes. The company secretary is responsible for ensuring legal compliance and tracking of auditing requirements. Shareholders or directors cannot act like one.

You can conduct an online search on Company Search Mobile Service (CSMS) provided by the Integrated Companies Registry Information System (ICRIS). You could browse registered business documents and officer information submitted by the Registrar of Companies.

Complete the form IRBR 37 and pay for the prescribed fee on the registration office’s website. Once you submit the application, you will receive your business registration certificate in Hong Kong.

Yes. As long as you fulfil all the statutory requirements. Note that the minimum shareholder and director is one. Thus, corporate secretaries must be local residents.

Generally, a registered business could obtain government benefits such as tax claims. You are protected from third parties and legal issues. Validity of operations is also covered. You could enjoy various advantages:

  • You can operate your company from anywhere across the globe. You are supported by the government to grow progressively.
  • Access to target market located at Mainland China
  • Simplified tax systems and incubation programs

Owners need to pay registration fees before obtaining their business certificate. You can choose between a one-year business registration that costs HK$250 or HK$3,950 that lasts for three years. Additional fees may apply depending on the entity type.

Failure to register an operating business is subjected to a punishable offence. You are liable to pay up to HKD 5,000 and/or face one-year imprisonment.

A minimum of one and a maximum number of 50 shareholders is required in registering a company in Hong Kong. They could be of any nationality since there are no residency requirements for them. Company laws allow 100% foreign or local shareholding.

You could register a Chinese name, English, or both. However, a combination of Chinese and English characters is not allowed. The last word should have “Limited” or the Chinese equivalent of it.

You don’t need to travel to Hong Kong if you engage a corporate service provider. You’ll just have to send the necessary requirements online. However, opening a corporate bank account may require you to be physically present.

No. Foreigners are free to operate their Hong Kong offshore company from anywhere in the world. There is no law that says overseas owners need to be physically present. Thus, it is recommended to engage with corporate service providers as part of appointed officers’ residency requirements.

Governed by the Business Registration Office, the Business Registration Ordinance (Chapter 310, Laws of Hong Kong) is responsible for registering business administered by an individual, partnership, or a local company. This also applies to non-Hong Kong businesses.

Some banks authorize the opening of a corporate account without the physical presence in Hong Kong. It does require signed documents at overseas branches along with a witness.

However, you’re not allowed to open an account online if it’s your first time as part of Hong Kong’s anti-money laundering rules.

Following your company registration, a Certificate of Incorporation will be delivered to your registered address. It is accepted by local and overseas authorities from the Companies Registry. A Hong Kong Certificate of Good Standing is also acquired since it serves as proof of continuing registration.

Local address is a requirement in registering a business or a company in Hong Kong. It does not necessarily have to be a commercial space, and it could be the residential address of any shareholders or directors of the entity.

The share capital of a company in Hong Kong can be in any primary currency. Though, it is usually presented in Hong Kong dollars.

Submit necessary forms that the Registrar of Companies requires. This is upon receiving the “Notice of No objection” to ensure you meet the conditions in deregistering a company. Note that deregistration is only applicable for companies that never operated.

The registered capital is a legal requirement to the government, while shares are approved following the registration. The registered capital represents the company’s maximum financial company and liability. Hence, the issue of shares shall not exceed the amount of money.

No. It does not need verification, no matter what the amount is.

There is an appropriate amount of fee along with the completed form when increasing registered capital to the Companies Registry. Note that you are required to hold a shareholders’ general meeting before submitting a resolution.

Yes. Hong Kong company laws allow shareholders or directors to be the same or different person. There are no additional requirements, as long as the person meets the age and legal standards. They could be foreign or local residents.

Yes. Foreigners or non-Hong Kong residents can be appointed as directors or shareholders of a Hong Kong Limited company. They must obtain passports and necessary ID cards.

No. Company secretaries must be Hong Kong residents who are 18 years old and above.

  • Foreigners could opt for a privilege of Entry for Investment called a visa scheme.
  • English is the business language. (Reporting documents, statutory records, annual filings, etc.).
  • There are minimal requirements with regards to sharing capital and the appointment of officers.
  • Hong Kong hosts world banking systems and communications infrastructures.
  • Tax systems allow foreigners to save expenses and maximize revenue.

Certified Public Accountants in Hong Kong can act as statutory secretary of the company. You could also contact 3E Accounting Hong Kong to avail of its corporate secretarial services.

You could contact the New Companies Section of the Companies Registry at (852) 2867 2587.

Startups are recommended to seek assistance from corporate service providers for a straightforward process. It saves them from expenses while ensuring compliance with the Hong Kong labour regulations. On the other hand, foreigners who wish to register their business would require engagement with their corporate service providers since the prerequisite includes a local Hong Kong resident.

Definitely, at 3E Accounting Hong Kong, we ensure that your business is in the right hands. We’re a team of professionals in the business scale, and we offer cost-efficient packages cultivated for your business needs.