Company Registration Company
- a22162
- 2 days ago
- 6 min read
Hong Kong Company Registration Process
In Hong Kong, the process of registering a company involves two main authorities: the Companies Registry (CR) and the Inland Revenue Department (IRD). The registration process for a new local company is typically a "one-stop" service, meaning that an application for company incorporation is also considered an application for business registration.
Key Requirements for Company Registration
To register a company in Hong Kong, particularly a private limited company which is the most common type, you generally need to fulfill the following requirements:
Company Name: The name must be unique and not identical to any existing registered companies. You can have a name in English, Traditional Chinese, or both, but a mix of both languages in a single name is not allowed. The name must end with the word "Limited" if in English.
Directors and Shareholders: A minimum of one director and one shareholder is required. Both can be the same person and can be of any nationality. The director must be a natural person aged 18 or above.
Company Secretary: Every company must appoint a company secretary. The secretary must be a Hong Kong resident or a company incorporated in Hong Kong. This person or entity is responsible for liaising with government bodies and ensuring the company remains compliant. The sole director cannot also be the company secretary.
Registered Address: The company must have a physical registered office address in Hong Kong. A P.O. Box is not acceptable. This address is where all official government correspondence and legal documents will be sent.
Share Capital: There are no minimum or maximum share capital requirements for most industries, with a minimum of HK$1 being sufficient to start.
Significant Controllers Register (SCR): Companies are required to maintain an SCR to identify individuals or legal entities with significant control over the company (typically holding more than 25% of shares or voting rights).
The Registration Process
Preparation: Choose your company name and structure, and gather the required documents for directors, shareholders, and the company secretary (e.g., passports/HKID cards and proof of address).
Submission: Submit the required forms and documents to the Companies Registry. These include:
Incorporation Form (Form NNC1): For a company limited by shares.
Articles of Association: The company's constitution.
Notice to Business Registration Office (IRBR1): For the business registration application.
Payment: Pay the incorporation fee and the business registration fee and levy.
Issuance of Certificates: Upon successful application, the Companies Registry will issue both the Certificate of Incorporation and the Business Registration Certificate. This process can be done electronically and is often completed within a few business days.
Using Company Registration Services
Many businesses, especially those based overseas, opt to use professional corporate service providers to handle the company registration process. These firms offer packages that include:
Preparation and filing of all necessary documents.
Providing a local company secretary.
Providing a registered office address.
Assistance with opening a corporate bank account.
This can be a streamlined way to ensure all legal requirements are met without the need for the owner to be physically present in Hong Kong.
Fees
When considering the fees for setting up and maintaining a company in Hong Kong, it's essential to distinguish between the government fees, which are fixed, and the professional service fees. The total cost depends on the services you need and the complexity of your business.
Here is a breakdown of the fees:
1. Government Fees (Mandatory)
Incorporation Fee (Companies Registry): HK1,545 for an electronic applicationor HK$1,720 for a hard-copy application. This is a one-time fee to register the company.
Business Registration (BR) Fee (Inland Revenue Department): This is a recurring fee for your business license.
1-year certificate: HK$2,200
3-year certificate: HK$6,020
Annual Return Filing Fee (Companies Registry): HK$105. This is an annual fee to file your company′s yearly return (Form NAR1) and must be paid on time to avoid significant late fees, which can range from HK$870 to HK$3,480.
2. Bestar Professional Service Fees (Variable)
These fees are charged by Bestar for handling the administrative and compliance aspects of your company. Bestar offers these services in a package.
Incorporation Services: This is the fee for Bestar to prepare and submit all the necessary incorporation and business registration documents. This is a one-time charge, often included in a starter package.
Typical Fee: The initial setup package, including all government fees, can range from HK$8,500 to HK$15,000 or more, depending on the services included.
Company Secretary: By law, every Hong Kong company must have a company secretary. If you don't have a local resident or company to fulfill this role, you will need to hire a professional.
Typical Annual Fee: HK$1,200 to HK$3,600+ per year. This fee includes the preparation and filing of the annual return (not including the government filing fee).
Registered Address: A physical address in Hong Kong is required for all official government and legal correspondence. P.O. Boxes are not permitted. Bestar offers a virtual office or registered address service.
Annual Fee: HK$2,000 to HK$4,000+ per year.
Significant Controllers Register (SCR) Maintenance: Companies must maintain a register of significant controllers. If you are using Bestar, we will act as the designated representative to manage this register.
Annual Fee: This fee can be around HK$800 to HK$1,200 per year.
3. Other Fees (Ad-Hoc or Annual)
Assistance with Bank Account Opening: Many banks in Hong Kong have strict compliance requirements, making it difficult for non-residents to open a corporate bank account. Bestar can assist with preparing the documents and liaising with the bank.
Fee: This can be a one-time charge ranging from HK$2,000 to HK$5,000 or more, depending on the complexity of your company's structure and the bank. Some banks, particularly those with a more digital focus, may offer a zero-fee account opening service.
Bookkeeping and Tax Filing: Hong Kong's tax system is straightforward, but companies are required to keep proper records and file an annual Profits Tax Return. This service includes preparing financial statements and submitting the tax return. An audit is mandatory for all Hong Kong limited companies.
Annual Fee: This varies significantly based on the volume of transactions and the complexity of your business.
Bookkeeping: Can start from HK$1,000 per month or HK$1,200 for a yearly report for a small number of transactions.
Tax Filing and Auditing: This can be a separate fee, starting at HK$3,500 per year for very basic filings and increasing with the company's revenue and complexity. An audit fee can range from HK$5,000 to tens of thousands of dollars.
How Bestar can Help
Engaging professional corporate services is a common and highly recommended approach for individuals and businesses looking to establish a presence in Hong Kong. While the registration process might seem straightforward on the surface, the legal and administrative requirements can be complex, especially for non-residents. Bestar provides a one-stop solution that not only simplifies the initial setup but also ensures ongoing compliance.
Here's how Bestar can help:
1. Expert Guidance and Local Knowledge
Navigating Regulations: Hong Kong has specific rules and regulations governing company formation and compliance, such as the Companies Ordinance. Bestar has up-to-date knowledge of these laws and can ensure your company structure and documentation are fully compliant from the start. This helps you avoid common pitfalls, delays, or costly penalties.
Advisory on Business Structure: Bestar can help you choose the most suitable company type for your business goals, whether it's a private limited company, a sole proprietorship, or a partnership. We can also advise on share capital, directorships, and other structural considerations.
Legal Requirements: We handle the mandatory aspects that can be challenging for non-residents, such as providing a local company secretary and a physical registered address in Hong Kong.
2. Time and Cost Efficiency
Streamlined Process: Bestar can significantly reduce the time it takes to get your company registered. We have established processes and can handle the paperwork and filings efficiently, often completing the incorporation process in a matter of days.
Reduced Administrative Burden: By outsourcing the administrative tasks, you can focus your time and resources on your core business activities—such as product development, marketing, and sales—without being bogged down by legal and administrative details.
Avoiding Costly Mistakes: Errors in the application process can lead to rejections and fines. A professional service ensures all documents are prepared accurately, minimizing the risk of non-compliance and associated costs.
3. Comprehensive Service Packages
Bestar offers a suite of services that go beyond just company registration, providing a holistic solution for a business's lifecycle. These can include:
Incorporation Services: Handling the preparation and submission of all forms, including the Articles of Association, to the Companies Registry and Inland Revenue Department.
Company Secretary Services: Providing a qualified individual or corporate body to act as the company secretary, a mandatory role for all Hong Kong companies. This service includes maintaining statutory records and liaising with government authorities.
Registered Office Address: Offering a professional physical address in Hong Kong for all official correspondence, which is a legal requirement.
Bank Account Opening Assistance: Navigating the complex and strict compliance procedures of Hong Kong banks, which can be a major hurdle for non-residents. Bestar can help prepare the necessary documents and has relationships with banks to streamline the application process.
Ongoing Compliance and Administration: This is a crucial part of the service. Bestar can assist with:
Filing the Annual Return with the Companies Registry.
Maintaining the Significant Controllers Register (SCR).
Handling bookkeeping and accounting.
Preparing and filing annual Profits Tax Returns.
Managing payroll and HR matters.
Ad-Hoc Services: We can also provide assistance with various corporate actions, such as share transfers, director changes, and company name changes.
In essence, Bestar acts as your local partner, ensuring your business is not only legally established but also remains compliant and well-managed for its entire lifespan in Hong Kong. This is particularly valuable for foreign entrepreneurs who are not on the ground and need a reliable and expert-led solution.
Comments