Updated: Sep 12
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
Choose the name of company
Select the 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).
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.
Number of founder members
A company shall be formed by at least one founder member.
Situation of registered office of company
The registered office must be situated in Hong Kong.
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.
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.
Step 1 – Deliver application
Provide the following documents electronically through the "e-Registry" or "CR eFiling" mobile app:
b. A copy of the 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
If you would like to know more, please contact Bestar.