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Company Register

Company Register | Bestar
Company Register | Bestar

Hong Kong Company Registration Guide


Company Register


Registering a company in Hong Kong is a straightforward process that combines company incorporation with business registration. The two are handled concurrently through a "one-stop" service, primarily through the Companies Registry.


Common Types of Business Structures


When you register a business in Hong Kong, you need to choose a legal structure. The most common types are:


  • Private Limited Company: This is the most popular choice, especially for small and medium-sized enterprises. It is a separate legal entity from its owners, which provides limited liability—meaning the owners' personal assets are protected from the company's debts.


  • Sole Proprietorship: A business owned and run by a single individual. The owner is personally liable for all business debts. This is the simplest structure to set up.


  • Partnership: A business run by two or more people. Similar to a sole proprietorship, partners are personally liable for the business's debts and obligations.


  • Company Limited by Guarantee: This structure is often used for non-profit organizations. It does not have a share capital, and the members' liability is limited to the amount they pledge to contribute if the company is wound up.


  • Foreign Company: Companies incorporated outside of Hong Kong that wish to establish a place of business in the city must register as a non-Hong Kong company.


Key Requirements for a Private Limited Company


If you choose to incorporate a private limited company, you will need to meet the following requirements:


  • Company Name: The name must be unique and not identical to any existing registered company names. You can conduct a name search on the Companies Registry website.


  • Directors and Shareholders: You need at least one director and one shareholder, who can be the same person. Both can be of any nationality. At least one director must be a natural person.


  • Company Secretary: It is a legal requirement to appoint a local company secretary. This person or corporate body must be a Hong Kong resident or a registered corporate service provider. The sole director of the company cannot also be the company secretary.


  • Registered Address: The company must have a physical, local registered address in Hong Kong. A P.O. box is not permitted.


  • Share Capital: The minimum share capital is typically HK$1. There are no maximum requirements.


Registration Process


The registration process is a concurrent application for company incorporation with the Companies Registry (CR) and business registration with the Inland Revenue Department (IRD).


  1. Preparation:


    • Choose your company name.

    • Decide on your company structure.

    • Appoint a director, shareholder, and company secretary.

    • Secure a registered address.

    • Prepare the necessary documents, including the incorporation form (Form NNC1 for a company limited by shares) and the Articles of Association.


  2. Submission:


    • You can submit the application electronically through the Companies Registry's e-Registry portal or in hard copy at their office.

    • The electronic submission is generally faster, with a processing time of about one hour. Hard copy applications typically take around four working days.


  3. Receive Certificates:


    • Upon successful registration, the Companies Registry will issue both the Certificate of Incorporation and the Business Registration Certificate in one go.


  4. Post-Registration:


    • After incorporation, you will have ongoing legal obligations, including:


      • Filing an annual return with the Companies Registry.

      • Filing a tax return with the Inland Revenue Department (IRD) annually, along with audited accounts.

      • Opening a corporate bank account.

      • Obtaining any specific licenses or permits required for your business activities.


Fees


The fees for registering a company in Hong Kong can be broken down into two main categories: government fees and professional services fees.


1. Government Fees (Compulsory)


These are the fees you pay directly to the Hong Kong government. They are mandatory for all company registrations.


  • Company Incorporation Fee (Companies Registry):


    • Electronic Submission: HK$1,545

    • Hard Copy Submission: HK$1,720


    This fee is for the application to incorporate the company. A portion of this fee is non-refundable if the application is unsuccessful.


  • Business Registration Fee (Inland Revenue Department):


    • This is an annual fee required for all businesses operating in Hong Kong. The amount can vary based on the chosen registration period (one year or three years) and any fee waivers or concessions offered by the government.

    • For a one-year certificate, the fee is approximately HK$2,200.

    • For a three-year certificate, the fee is approximately HK$5,870.


    Note: The Business Registration Fee is subject to change based on the government's financial budget. It is always a good idea to check the latest fee table on the Inland Revenue Department's website.


2. Bestar Professional Services Fees (Optional but Highly Recommended)


While you can register a company yourself, most people choose to use Bestar. Our services save time and effort and ensure all legal requirements are met. The fees for our services can vary widely depending on the the services included in the package.


Common professional services and our costs include:


  • Company Formation Service Fee: This is the service charge for preparing and submitting all the necessary documents for registration. A basic package costs ~HK$3,000 - HK$5,000+.


  • Company Secretary Fee: Hong Kong law requires every limited company to appoint a company secretary who is a Hong Kong resident or a corporate body. Bestar charges an annual fee for this service, which can range ~HK$3,000 - HK$10,000+.


  • Registered Address Service: The law requires a local physical address for your company. If you do not have one, Bestar can provide one for an annual fee, ranging from HK$1,000 to HK$3,000 or more.


  • Annual Maintenance and Compliance: These are ongoing costs for services like filing the annual return (with a government fee of HK$105 if filed on time), preparing audited financial statements, and filing tax returns.


Summary of Total Costs


The total cost to set up a company in Hong Kong can range from a few thousand Hong Kong dollars for the most basic, self-managed setup to over ten thousand Hong Kong dollars for a comprehensive package from Bestar that includes all mandatory services for the first year.


Example Breakdown (for a private limited company with Bestar):


  • One-off Fees (Year 1):


    • Government Incorporation Fee: ~HK$1,720

    • Business Registration Fee (1 year): ~HK$2,200

    • Bestar's Formation Fee: ~HK$3,000 - HK$5,000+

    • Total Year 1 (approx.): HK$6,920 - HK$8,920+


  • Annual Recurring Fees (from Year 2 onwards):


    • Business Registration Fee (1 year): ~HK$2,200

    • Annual Return Filing Fee: HK$105

    • Company Secretary Service Fee: ~HK$3,000 - HK$10,000+

    • Registered Address Service Fee: ~HK$1,000 - HK$3,000+

    • Total Annual: HK$6,305 - HK$15,305+


It's important to get a clear and itemized quote from Bestar to understand exactly what is included and what will be a recurring cost.


How Bestar can Help


Hiring Bestar for company registration in Hong Kong offers a multitude of benefits, particularly for foreign entrepreneurs or those who are not familiar with the local laws and regulations. While it's possible to handle the process yourself, Bestar can save you significant time, money, and hassle in the long run.


Here is a breakdown of how Bestar can help:


1. Expertise and Guidance


  • Choosing the Right Structure: Bestar can advise you on the most suitable business structure for your needs, whether it's a private limited company, sole proprietorship, or partnership, taking into account factors like liability, ownership, and tax implications.


  • Legal and Regulatory Compliance: We are up-to-date with the latest changes in Hong Kong's Companies Ordinance and other relevant laws. This ensures your company is set up correctly from day one, helping you avoid costly errors, fines, and legal repercussions.


2. Efficiency and Time Savings


  • Streamlined Process: Bestar handles all the paperwork, from preparing the Articles of Association to filing the necessary forms with the Companies Registry (CR) and Inland Revenue Department (IRD). This is particularly valuable for complex applications or for those based outside of Hong Kong.


  • Faster Registration: We use efficient online portals and have established processes, which can significantly shorten the time it takes to get your Certificate of Incorporation and Business Registration Certificate.


3. Fulfilling Statutory Requirements


  • Company Secretary: Hong Kong law mandates that every private limited company must appoint a local company secretary. Bestar can act as your company secretary, fulfilling this legal requirement.


  • Registered Address: A physical, local registered address is also mandatory. If you don't have one, Bestar can offer this as part of their package.


  • Statutory Records: We help you maintain crucial company records, such as the Register of Directors and Register of Significant Controllers, ensuring they are always up-to-date and accessible for inspection.


4. Ongoing Support and Compliance


  • Post-Incorporation Obligations: The support doesn't end with registration. Bestar provides ongoing compliance services, including:


    • Annual Return Filing: Reminding you of the deadline and filing the Annual Return (Form NAR1) with the CR. Late filings can result in heavy penalties.

    • Tax Filing: Assisting with the annual profits tax return and ensuring your company's audited accounts are submitted to the IRD on time.

    • Meeting Requirements: Organizing and documenting annual general meetings (AGM) and other board resolutions.


5. Added-Value Services


Bestar offers a suite of services beyond basic registration, creating a "one-stop shop" for your business needs. These can include:


  • Bank Account Opening Assistance: Helping you prepare the necessary documents and facilitating the application process with a local or international bank, which can often be a complex step for non-residents.


  • Accounting and Auditing: Providing bookkeeping and auditing services to ensure your financial records are accurate and compliant with local standards.


  • Visa and Immigration Services: Assisting with applications for work visas or investment visas for you or your staff.


  • General Advisory: Offering advice on a wide range of business matters, from corporate governance to market entry strategies.


In summary, while there are costs associated with hiring Bestar, the benefits of peace of mind, time savings, and ensuring full compliance with Hong Kong's regulations often make it a worthwhile investment.



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