Incorporate a Company

How do I register a company in Hong Kong? How much does it cost to register a company in Hong Kong? What documents do I need to set up a limited company?

How to register a new company in Hong Kong?

Company limited by shares

The liability of the members is stipulated by the company's articles of association as the unpaid amount paid on the shares held by them.

Incorporation of a company limited by shares

1. Choose the proposed name of company

Select the company name.

- English Company Name

- Chinese Company Name

Company names that are the same as those appearing in the index of company names maintained by the Registrar of Companies ("the Registrar") will be rejected. The company name search can be done for free through the Cyber Search Centre or the Company Search Mobile Service. Use the "Exact Name Search" mode and enter the complete and accurate company name you intend to register (using traditional Chinese characters as the Chinese name).

Do not use company names that may infringe the intellectual property rights ("IPR") of third parties. In Hong Kong or elsewhere, infringement of the intellectual property rights of others may be subject to criminal or civil sanctions. You should also search in the Trademark Register maintained by the Intellectual Property Department (http://ipsearch.ipd.gov.hk).

2. Proposed Address of the Company's Registered Office in Hong Kong

The registered office must be situated in Hong Kong.

3. Email Address

4. Requirements of directors of company

A private limited company must have at least one director who is a natural person (i.e. an individual). The sole director of a private company cannot act as the company secretary of the same company. Besides, a private company having only one director must not have a body corporate as its company secretary if the sole director of that body corporate is also the sole director of the private company.

A non-Hong Kong resident can be appointed as a director of a company.

So long as the private company is not a member of a group of companies of which a listed company is a member, a body corporate can act or be appointed as its director. However, every private company must have at least one director who is a natural person to enhance transparency and accountability.

A. Director (Natural Person)

- Name in Chinese,

- Name in English,

- Residential Address,

- Email Address,

- Identification (Hong Kong Identity Card Number, Passport)

B. Director (Body Corporate)

- Name in Chinese,

- Name in English,

- Address,

- Email Address,

- Company Number (Only applicable to body corporate registered in Hong Kong)

5. Requirements of company secretary of company

A private limited company must have a company secretary. If the company secretary is a natural person, he or she must ordinarily reside in Hong Kong. If the company secretary is a body corporate, the address of its registered or principal office should be in Hong Kong.

Company secretaries who are natural persons are only required to report their correspondence addresses to the Registrar of Companies instead of their usual residential addresses.

A. Company Secretary (Natural Person)

- Name in Chinese, Name in English,

- Hong Kong Correspondence Address,

- Email Address,

- Hong Kong Identity Card Number,

- Passport

B. Company Secretary (Body Corporate)

- Name in Chinese,

- Name in English,

- Hong Kong Address,

- Email Address,

- Company Number

6. Founder members

A company shall be formed by at least one founder member.

- Name in Chinese,

-Name in English,

- Address, Share Capital to be Subscribed,

- Class of Shares (e.g. Ordinary/Preference etc.), -

Total Number,

- Currency,

- Total Amount

7. Share capital / Shares

Nominal value (also known as "par value") of shares is the minimum price at which shares can generally be issued. All companies having a share capital adopt a mandatory system of no-par and not the concept of par value for all shares.

There is no requirement for the number of shares proposed to be issued. The articles of a company with a share capital may state the maximum number of shares that the company may issue.

There is no requirement on the minimum amount of a company's paid-up capital.

Share Capital and Initial Shareholdings on the Company’s Formation

- Class of Shares (e.g. Ordinary/Preference etc.),

- Total Number of Shares Proposed to be Issued,

- Currency,

- Total Amount of Share Capital to be Subscribed by Founder Members,

- Total Amount to be Paid Up or to be Regarded as Paid Up on the Shares Proposed to be Issued,

- Total Amount to Remain Unpaid or to be Regarded as Unpaid on the Shares Proposed to be Issued

7A. Particulars of Rights Attached to Shares (Only applicable to company issuing more than 1 class of shares)

- Particulars of Rights Attached (Including voting rights;

- rights to participate in a distribution as respects dividends;

- rights to participate in a distribution as respects capital;

- whether the shares are redeemable etc.)

Step 1 – Deliver application

Provide the following documents electronically through the "e-Registry" or "CR eFiling" mobile app:

a. Incorporation Form (Form NNC1);

b. A copy of the company's Articles of Association; and

c. Notice to Business Registration Office (IRBR1).

The registrability of a company name can only be confirmed after the Company Registry has processed the registration application. If the proposed company name is incorrect or cannot be registered, the application may be rejected and the lodgment fee paid will not be refunded.

If the founder member who signed the incorporation form is also a director, he/she should sign "Consent to Act as Director" on the form. Other directors can either sign the Consent statement in the form or submit a Form NNC3 "Consent to Act as First Director" within 15 days after the date of incorporation of the company (“the prescribed time period”).

Step 2 – Collect Certificates

If the application is approved, please download or collect the Certificate of Incorporation and Business Registration Certificate (hereinafter referred to as "the Certificates"). The Certificates will be issued in electronic form.

The E-Certificate of a private company limited by shares is usually issued within one hour. An email notification for downloading the Certificate will be sent to the message box and the registered email address of the registered user of the application.

Step 3 – Obtain other permits or licences

Please visit the website of the Trade and Industry Department to obtain other licences, permits, certificates and approvals related to Hong Kong's import and export business and other businesses

Any application for company incorporation will include a simultaneous application for business registration.

Fees

The fees for incorporating a private company limited by shares are:

Company Registration fee –

Fee payable on application

(if delivered in electronic form)

(If unsuccessful, an application for the refund of HK$1,280 may be made) HK$1,545

(if delivered in hard copy form)

(If unsuccessful, an application for the refund of HK$1,425 may be made) HK$1,720

Business Registration fee and levy -

Business Registration Certificate

1-year certificate

Fee $0 + Levy $250 = Total $250

3-year certificate

Fee $3,200 + Levy $750 = Total $3,950

Branch Registration Certificate

1-year certificate

Fee $0 + Levy $250 = Total $250

3-year certificate

Fee $116 + Levy $750 = Total $866

Easy Application

You can enjoy a seamless company incorporation and business registration with Bestar.

For setting up a company in Hong Kong, please contact us.