Hong Kong Company Incorporation
Registration of a New Company
Incorporation of a Company Limited by Shares in Hong Kong
How to Register a New Company Limited by Shares - cr.gov.hk
Incorporating a company limited by shares in Hong Kong involves several key steps and requirements. Here's a breakdown of the process:
Key Steps and Requirements:
Choose a unique company name.
Conduct a name search at the Hong Kong Companies Registry to ensure availability.
Be mindful of intellectual property rights.
Company Structure:
Determine the company's directors and shareholders.
Directors must be at least 18 years old.
Shareholders can be individuals or companies, and do not need to be Hong Kong residents.
Registered Address:
Provide a physical address in Hong Kong.
Articles of Association:
Prepare the company's Articles of Association, outlining its rules and regulations.
Required Documents:
Complete the Incorporation Form (Form NNC1 for companies limited by shares).
Provide a copy of the Articles of Association.
Submit a Notice to Business Registration Office (IRBR1).
Submission and Fees:
Submit the required documents and fees to the Hong Kong Companies Registry, either electronically or in hard copy.
Fees are applicable.
Business Registration Certificate:
Obtain a Business Registration Certificate from the Inland Revenue Department (IRD).
Designated Representative:
A Designated Representative (DR) must be appointed.
Important Considerations:
Limited Liability:
In a company limited by shares, shareholders' liability is limited to the amount unpaid on their shares.
Foreigners:
Non-Hong Kong residents can incorporate a company in Hong Kong.
Step 1 – Choose the name of company
When choosing a company name in Hong Kong, it's crucial to adhere to specific regulations and guidelines. Here's a more detailed look at "Step 1: Choose the name of company":
Key Considerations:
Uniqueness:
The proposed name must be distinct from existing company names registered with the Hong Kong Companies Registry.
Conduct a thorough name search using the Companies Registry's online search tool to avoid conflicts. This is a very important step.
Language:
Company names can be in English, Chinese (traditional characters), or both.
Combining English letters and Chinese characters within a single name is not permitted.
Legal Requirements:
English names must end with "Limited."
Chinese names must end with "有限公司."
The name cannot be offensive, misleading, or suggest a connection to government entities without proper authorization.
Restrictions:
Avoid names that infringe on existing trademarks or intellectual property rights.
Ensure the name does not imply illegal activities.
Search and Availability:
Utilize the Companies Registry's Cyber Search Centre to check name availability. This is a free service.
It's advisable to have several potential names in mind, as your first choice may not be available.
Clarity and Relevance:
It is good practice to have a company name that reflects the nature of your business.
Practical Steps:
Brainstorming: Generate a list of potential company names that align with your business identity.
Preliminary Search: Conduct an initial online search to identify obvious conflicts.
Official Search: Perform a formal name search through the Companies Registry's website.
Verification: Double-check that the name complies with all legal requirements.
By carefully following these steps, you can increase the likelihood of your chosen company name being approved.
Step 2 – Deliver application
When it comes to delivering the application for company incorporation in Hong Kong, there are two primary methods: online and in hard copy. Here's a breakdown of Step 2, "Deliver application":
Methods of Application:
Online via the e-Services Portal:
The Hong Kong Companies Registry provides a 24-hour e-Services Portal for online applications.
This method is generally faster and often benefits from reduced fees.
You'll need to prepare and upload digital versions of the required documents.
Hard Copy Delivery:
Alternatively, you can deliver the required documents in hard copy to the Companies Registry.
This involves physically submitting the forms and supporting materials to the designated office.
Required Documents:
Regardless of the delivery method, you'll need to prepare the following documents:
Incorporation Form:
Form NNC1 (for companies limited by shares).
Articles of Association:
A copy of the company's Articles of Association.
Notice to Business Registration Office:
Form IRBR1.
Key Considerations:
Fees:
Online applications may have different fee structures.
Accuracy:
Ensure that all information provided in the application is accurate and complete.
Errors or omissions can lead to delays or rejection of your application.
By following these guidelines and ensuring that your application is complete and accurate, you can facilitate a smooth incorporation process.
Step 3 – Collect certificates
After your company incorporation application is approved in Hong Kong, "Step 3 – Collect certificates" involves obtaining essential documents that officially recognize your company's legal existence. Here's a breakdown of what that entails:
Key Certificates:
Certificate of Incorporation:
This is issued by the Hong Kong Companies Registry.
It serves as legal proof that your company has been officially formed.
It includes vital information like the company's name, incorporation date, and registration number.
These can be provided in electronic or hard copy form.
Business Registration Certificate (BRC):
This is issued by the Inland Revenue Department (IRD).
It's mandatory for businesses operating in Hong Kong.
It serves as your business's tax registration document.
Collection Process:
Electronic Certificates:
If you applied online, you'll typically receive electronic versions of your certificates.
These can be downloaded from the Companies Registry's e-Services Portal.
Electronic certificates hold the same legal validity as hard copies.
Hard Copy Certificates:
If you submitted a hard copy application, you may need to collect your certificates in person from the Companies Registry.
You'll likely receive a notification when your certificates are ready for collection.
It is very important to follow the instructions given by the companies registry.
Verification:
You can verify the authenticity of your company's registration through the Companies Registry's online systems.
Importance of the Certificates:
These certificates are crucial for various business activities, including:
Opening a corporate bank account.
Entering into contracts.
Conducting official business transactions.
Demonstrating your company's legal status.
Key Points:
Always keep your certificates in a safe and secure location.
Ensure you understand the requirements for renewing your Business Registration Certificate.
By carefully following these steps, you can ensure you obtain the necessary certificates and maintain your company's compliance.
Step 4 – Obtain other permits or licences
After successfully incorporating your company and obtaining the necessary certificates, the next crucial step is to determine if your business requires any additional permits or licenses to operate legally in Hong Kong. This is "Step 4 – Obtain other permits or licenses".
Here's a breakdown of this important stage:
Understanding the Need for Permits and Licenses:
Industry-Specific Regulations:
Many industries in Hong Kong are subject to specific regulations that require businesses to obtain licenses or permits.
These regulations aim to ensure public safety, consumer protection, and compliance with industry standards.
Business Activities:
The specific permits and licenses required will depend on the nature of your business activities.
Examples of industries that often require licenses include:
Food and beverage
Financial services
Education
Travel agencies
Construction
Import and Export
Government Departments:
Various Hong Kong government departments are responsible for issuing permits and licenses.
You'll need to identify the relevant department based on your business activities.
Key Considerations:
Research and Identification:
Conduct thorough research to identify all the necessary permits and licenses for your business.
Consult with industry associations or professional advisors to ensure you have a comprehensive understanding of the requirements.
Application Process:
Each permit or license will have its own application process, including specific documentation and fees.
Prepare all required documents carefully and ensure they are accurate and complete.
Compliance:
Maintain ongoing compliance with the terms and conditions of your permits and licenses.
Failure to comply can result in penalties or revocation of your license.
By taking the time to identify and obtain the necessary permits and licenses, you can ensure that your business operates legally and smoothly in Hong Kong.
Important Notes
When considering company incorporation in Hong Kong, it's vital to be aware of several crucial points that extend beyond the basic steps. Here's a breakdown of important notes to keep in mind:
Key Considerations:
Designated Representative (DR):
Hong Kong law requires companies to appoint a Designated Representative. This individual is responsible for assisting law enforcement agencies in accessing the company's Significant Controllers Register.
This is a compliance requirement, and it's essential to understand the DR's responsibilities.
Significant Controllers Register (SCR):
Companies must maintain an SCR, which details individuals or entities with significant control over the company.
Accurate and up-to-date record-keeping is crucial for compliance.
Company Secretary:
A company secretary is a mandatory requirement.
The company secretary plays a vital role in ensuring compliance with legal and regulatory obligations.
They handle administrative tasks, maintain company records, and ensure timely filings.
Registered Office Address:
A valid Hong Kong registered office address is mandatory.
This address serves as the official point of contact for government correspondence and legal notices.
Business Registration Certificate:
After incorporation, obtaining a Business Registration Certificate from the Inland Revenue Department (IRD) is essential.
This certificate must be renewed periodically.
Ongoing Compliance:
Company incorporation is just the beginning.
Companies must adhere to ongoing compliance requirements, including filing annual returns, maintaining accurate financial records, and complying with tax obligations.
Bank Account Opening:
Opening a corporate bank account can be a complex process. Banks have strict compliance procedures.
Be prepared to provide detailed documentation and undergo thorough due diligence.
Taxation:
Hong Kong has a territorial tax system. Understand the tax implications for your business.
Be aware of the requirements for filing profits tax returns.
By paying close attention to these important notes, you can ensure a smoother and more compliant company incorporation and operation in Hong Kong.
Price Guide To Main Services
It's important to understand that pricing for company incorporation and related services in Hong Kong can vary significantly depending on the service provider and the complexity of your needs. A general price guide based on available information:
Key Services and Estimated Costs:
Company Incorporation:
This typically includes:
Company name search
Preparation and filing of incorporation documents
Certificate of Incorporation
Government fees
Costs can range from approximately HKD 5,000 to HKD 15,000, depending on the service package.
Business Registration Certificate:
This is a mandatory fee paid to the Inland Revenue Department.
Check the IRD's website for the fee schedule.
Company Secretary Services:
This is a mandatory requirement.
Costs can vary significantly, with digital services generally being more affordable than traditional services.
Expect to pay anywhere from HKD 7,000 to HKD 11,000 annually.
Registered Office Address:
Providing a registered office address is essential.
Costs can range from HKD 1,000 to several thousand HKD per year, depending on the location and services provided.
Bank Account Opening Assistance:
Many service providers offer assistance with bank account opening.
Fees can range from HKD 2,000 to HKD 5,000 or more.
Annual Maintenance:
This includes services such as:
Annual return filing
Maintaining statutory records
Ongoing compliance
Costs can vary, but expect to pay several thousand HKD annually.
Factors Affecting Costs:
Service Provider:
Professional firms, such as law firms and accounting firms, may charge higher fees than smaller service providers.
Service Package:
Many providers offer various service packages with different levels of support.
Complexity:
Complex company structures or specific requirements can increase costs.
Business Registration Fee and Levy Table
Understanding the Business Registration Fee and Levy in Hong Kong is crucial for anyone setting up a business. Here's a breakdown of the key information:
Key Points:
Mandatory Requirement:
All businesses operating in Hong Kong must register with the Business Registration Office of the Inland Revenue Department (IRD).
Business Registration Fee:
This is the primary fee for registering your business.
As of April 1, 2024, the one-year Business Registration Certificate fee is HK$2,200.
There are also fees for a three year certificate.
Levy:
Historically, there was a levy contributing to the Protection of Wages on Insolvency Fund.
However, it is very important to note that the HK$150 levy that used to contribute to the Protection of Wages on Insolvency Fund has been waived for two years, starting from April 1, 2024.
Certificate Options:
You can choose between a one-year or a three-year Business Registration Certificate.
Choosing a three year certificate has a different overall fee.
Where to Find Official Information:
The Inland Revenue Department (IRD) website is the definitive source for the most current fee schedules.
Important Considerations:
Compliance:
Failure to register your business or pay the required fees can result in penalties.
Frequently Asked Questions
Company Name
When it comes to company names in Hong Kong, there are some frequently asked questions that arise. Here's a breakdown of some of those common inquiries:
Key FAQs:
Can I choose any name I want for my company?
No. There are restrictions. The name must be unique, not offensive, and not misleading. It also cannot infringe on existing trademarks.
Specifically, a company name will not be registered if:
it is the same as a name appearing in the Index of Company Names.
it is offensive or contrary to the public interest.
it would constitute a criminal offence.
How can I check if my desired company name is available?
You can conduct a company name search through the Companies Registry's e-Search Services. This can be done online through their e-Services Portal.
Are there any specific requirements for the language of a company name?
Company names can be in English, Chinese (traditional characters), or both. However, combining English letters and Chinese characters within a single name is not permitted.
English names must end with "Limited." and Chinese names must end with "有限公司."
Can I change my company name after registration?
Yes, you can. However, this requires a special resolution and the filing of a "Notice of Change of Company Name" with the Companies Registry.
Are there any words or expressions that require special approval?
Yes, certain words and expressions require the approval of the Registrar. These include names that suggest a connection to government entities.
What are some of the things that the companies registry will disregard when comparing company names?
When determining if a company name is "the same as" another, certain things are disregarded, such as:
The definite article where it is the first word of a name.
Certain ending terms like "Limited" or "有限公司".
The type or cases of letters, spaces between letters, accent marks, and punctuation marks.
Incorporation of a Company Limited by Shares
When considering the incorporation of a company limited by shares in Hong Kong, several common questions arise. Here's a compilation of frequently asked questions:
Key FAQs:
Can non-Hong Kong residents incorporate a company in Hong Kong?
Yes, non-Hong Kong residents can establish a limited company in Hong Kong.
Is there a minimum share capital requirement?
No, there is no minimum paid-up capital requirement for incorporating a company in Hong Kong.
Must a company have a physical registered office in Hong Kong?
Yes, a company must have a registered office located within Hong Kong.
What are the requirements for directors and company secretaries?
A company must have at least one director, who must be a natural person (individual).
A company must have a company secretary. If the company secretary is a natural person, they must ordinarily reside in Hong Kong. If the company secretary is a body corporate, its registered or principal office must be in Hong Kong.
Are Articles of Association required?
Yes, every company must submit Articles of Association. These documents outline how the company will operate.
What is a Designated Representative (DR)?
A Designated Representative (DR) is a person who assists law enforcement agencies in accessing the company's Significant Controllers Register.
What is a Significant Controllers Register (SCR)?
Companies must maintain an SCR, which details individuals or entities with significant control over the company.
Do I need a Business Registration Certificate?
Yes, every company incorporated in Hong Kong needs to apply for a Business Registration Certificate from the Inland Revenue Department (IRD).
What are the ongoing compliance requirements?
Ongoing requirements include filing annual returns, maintaining accurate financial records, and complying with tax obligations.
Business Registration
When navigating business registration in Hong Kong, it's natural to have questions. Here's a breakdown of some frequently asked questions:
Key FAQs:
Who needs to register a business in Hong Kong?
Generally, anyone carrying on a business in Hong Kong with the aim of making a profit needs to register. This includes sole proprietorships, partnerships, and limited companies.
Specifically:
Any activity that generates profits.
Clubs that offer facilities to their members in exchange for a fee.
Companies incorporated in Hong Kong.
Non-Hong Kong companies with a presence in Hong Kong.
Are there any businesses exempt from business registration?
Yes, certain businesses are exempt, including:
Businesses engaged in agriculture, market gardening, or fishing (with some exceptions).
Charitable institutions (with certain conditions).
How do I apply for business registration?
You can apply through the Inland Revenue Department (IRD). For companies being incorporated it can be done during the incorporation process.
Online applications are also available through the relevant government portals.
What is the Business Registration Number?
This is a unique number issued by the IRD. It serves as a tax identification number.
It is also now referred to as the Unique Business Identifier (UBI)
Do I need to renew my Business Registration Certificate?
Yes, the Business Registration Certificate must be renewed annually or every three years, depending on the certificate's validity.
Where can I find the most up-to-date information on business registration fees?
The most reliable source is the official website of the Inland Revenue Department (IRD).
Important points to remember:
Compliance with business registration requirements is essential to avoid penalties.
Common Seal
When it comes to common seals in Hong Kong, there's been a shift in their mandatory status. Here's a breakdown of frequently asked questions:
Key FAQs:
What is a common seal?
A common seal (also known as a corporate seal or company seal) is a tool used to authenticate official company documents. It essentially acts as the company's official "signature."
Is a common seal mandatory in Hong Kong?
No. Since the new Hong Kong Companies Ordinance, which took effect on March 3, 2014, having a common seal is no longer a mandatory requirement. Companies now have the flexibility to choose whether or not to use one.
If my company has a common seal, do we have to use it?
No. Even if your company possesses a common seal, you are not obligated to use it on every document.
How can companies execute documents without a common seal?
Documents can be executed by:
The signature of a single director.
The signatures of two or more directors.
The signature of a director and the company secretary.
If a company decides to have a common seal what are some things to consider?
If a company does decide to utilise a common seal, it is important to ensure that the seal is used in accordance with the companies articles of association.
What are the benefits of having a common seal?
While not mandatory, some businesses, especially those dealing with international partners or in specific industries, may find a common seal provides an added layer of formality and security. Also some older companies may still have them, and still use them.
Key takeaway:
The use of a common seal is now optional in Hong Kong. Companies can choose the method of document execution that best suits their needs.
Where to find official information:
To ensure you have accurate and current information, consult these official sources:
Hong Kong Companies Registry:
This is the definitive source for all matters relating to company registration, procedures, and regulations, including company name rules.
Always prioritize information from their official website.
Inland Revenue Department (IRD):
For tax-related information and regulations, the Hong Kong Inland Revenue Department is the authoritative source.
Hong Kong Government Website:
This provides a central hub for accessing information on various government regulations and licensing requirements.
Relevant Government Departments:
For industry-specific regulations and licensing, contact the government departments responsible for your particular sector.
How Bestar can Help
How to Register a New Company Limited by Shares - cr.gov.hk
Bestar offers invaluable assistance, streamlining the often complex process. Here's how Bestar can help:
Key areas of assistance:
Expert Guidance and Compliance:
Bestar possesses in-depth knowledge of Hong Kong's Companies Ordinance and other relevant regulations. We ensure your company adheres to all legal requirements, minimizing the risk of penalties.
We stay updated on regulatory changes, keeping your business compliant.
Efficient Documentation and Filing:
We handle the preparation and submission of all necessary incorporation documents, including:
Articles of Association
Incorporation forms
Business registration applications
This saves you time and reduces the chance of errors.
Company Name Search and Reservation:
We conduct thorough company name searches to ensure your chosen name is unique and available.
We can also assist with reserving your desired company name.
Registered Office and Company Secretary Services:
We can provide a registered office address, fulfilling the mandatory requirement.
We offer company secretarial services, handling statutory filings, maintaining company records, and ensuring compliance.
Bank Account Opening Assistance:
Opening a corporate bank account in Hong Kong can be challenging. Bestar guides you through the process, helping you prepare the required documentation.
Tax and Accounting Services:
Bestar provides expert advice on Hong Kong's tax system, helping you optimize your tax liabilities.
We offer bookkeeping, accounting, and auditing services.
Professional Expertise:
Bestar provides professional advice on various aspects of your business, including contracts, intellectual property, and compliance.
Ongoing Support:
We offer ongoing support, including annual return filings, business license renewals, and other compliance matters.
Tailored Solutions:
We provide services tailored to the specific needs of your business.
In essence, Bestar:
Reduces the administrative burden.
Minimizes the risk of errors and non-compliance.
Saves you time and money.
Provides peace of mind.
By leveraging our expertise, you can ensure a smooth and efficient company incorporation process, allowing you to focus on your core business activities.
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