Open Company in Hong Kong

Open Company in Hong Kong | Bestar

Open Company in Hong Kong

Hong Kong Company Formation Guide

Opening a company in Hong Kong is a popular choice for entrepreneurs due to its simple tax system, low taxes, and streamlined registration process. Here's a guide to help you through the process:

1. Choose Your Company Type and Name:

• Company Type: The most common choice is a Private Limited Company (Limited by Shares) due to its limited liability and tax benefits. Other options include companies limited by guarantee (often for non-profits), sole proprietorships, partnerships, or branch/representative offices for foreign companies.

  
  

• Company Name:

  
  

  • Choose a unique name in either Traditional Chinese or English. You cannot mix both languages within the same name.

  • The name must not be identical to any existing companies or trademarks.

  • Conduct a free name search through the e-Search Services under the e-Services Portal of the Companies Registry to check availability.

  • Ensure the name doesn't infringe on intellectual property rights.

2. Key Requirements for a Private Limited Company:

• At least one shareholder: Can be an individual (18 years or older) or a corporate entity, of any nationality. 100% foreign ownership is allowed.

  
  

• At least one director: Must be a natural person (18 years or older). Can be a Hong Kong resident or non-resident. One person can serve as both director and shareholder.

  
  

• A local company secretary: This is mandatory. The company secretary must be either a Hong Kong resident individual or a Hong Kong-registered corporate service provider (TCSP). The sole director cannot also be the company secretary. Their role is to ensure compliance with government regulations and handle official communications.

  
  

• A registered office address in Hong Kong: This must be a physical location (not a P.O. box) for receiving official government notices and legal documents.

3. Prepare Incorporation Documents:

• Incorporation Form:

  
  

  • Form NNC1 (for company limited by shares)

  • Form NNC1G (for company not limited by shares)

  • These forms require information such as the proposed company name, nature of business, and director details.

    
    

• Articles of Association: A copy of the company's articles of association (internal guidelines). Samples are available on the Companies Registry's e-Services Portal.

  
  

• Notice to Business Registration Office (IRBR1): This is for simultaneous business registration.

  
  

• Identification documents: Copies of identification documents for directors, shareholders, and the company secretary (Hong Kong ID cards for residents, certified passports for foreigners).

  
  

• Proof of address: For directors, shareholders, and company secretary.

4. Submit Application and Pay Fees:

• Submission Methods:

  
  

  • Electronically: Through the e-Filing Services under the Companies Registry's e-Services Portal (faster processing, often within 1 hour).

  • Hard copy: In person at the Shroff on the 14th floor of the Queensway Government Offices or by mail.

    
    

• Fees:

  
  

  • Company Registration Fee: Varies slightly for online vs. hard copy applications.

  • Business Registration Fee and Levy: This is paid concurrently with the company incorporation application. It can be for one or three years.

5. Receive Certificates:

• Once your application is approved, you will receive:

  
  

  • Certificate of Incorporation (CI): Official proof of your company's legal existence.

  • Business Registration Certificate (BRC): Confirms your company is authorized to conduct business in Hong Kong.

6. Post-Incorporation Duties:

• Issue Share Certificates: To each shareholder as formal proof of ownership.

  
  

• Open a Corporate Bank Account: You'll typically need your Certificate of Incorporation, Business Registration Certificate, Articles of Association, and identification documents for directors and shareholders. Proof of business operations (e.g., contracts, invoices) and sometimes a business plan or source of funds details may also be required.

  
  

• Maintain Company Records: This includes registers of members, directors, and a Significant Controllers Register (SCR).

  
  

• Annual Filing Requirements:

  
  

  • File an Annual Return (Form NAR1) with the Companies Registry each year.

  • File a Tax Return with the Inland Revenue Department annually, along with audited accounts (for limited companies).

  • Renew your Business Registration Certificate annually or every three years.

Important Notes:

• While you can register a company yourself, many entrepreneurs opt to use professional service providers (like company formation agents or corporate service providers) who can handle the entire process, including acting as your company secretary and providing a registered office address.

• The processing time for online applications is generally faster (within an hour to a few days) compared to hard copy submissions (typically 4 working days).

It's advisable to consult with a professional service provider in Hong Kong for tailored advice and assistance with your specific company formation needs.

How Bestar can Help

Bestar plays a crucial role in helping individuals and businesses establish and maintain companies in Hong Kong. While it's technically possible to register a company yourself, Bestar offers invaluable expertise and services that streamline the process, ensure compliance, and save you time and potential headaches.

Here's how we can help:

1. Expert Guidance and Consultation:

• Choosing the Right Structure: We can advise on the most suitable company type for your specific business needs (e.g., Private Limited Company, Sole Proprietorship, Partnership, Branch Office), considering factors like liability, tax implications, and future growth plans.

• Understanding Regulations: Hong Kong's legal and regulatory framework, while straightforward for a business hub, can still have nuances. Bestar has in-depth knowledge of the Companies Ordinance, Business Registration Ordinance, and other relevant laws, ensuring your company is set up in full compliance from day one.

• Tailored Solutions: We can offer personalized advice based on your nationality, residency status, and business objectives.

2. Handling Documentation and Filing:

• Name Availability Check: We will conduct thorough checks to ensure your chosen company name is unique and complies with Hong Kong's naming regulations, preventing rejection and delays.

• Preparation of Incorporation Documents: We will accurately draft and prepare all necessary documents, including the Incorporation Form (NNC1/NNC1G), Articles of Association, and the Notice to Business Registration Office (IRBR1). This eliminates the risk of errors that could lead to delays or penalties.

• Submission to Authorities: We handle the submission of all documents to the Companies Registry and the Business Registration Office, whether electronically or in hard copy. We are familiar with the e-Registry portal and its procedures, often leading to faster processing times.

• Obtaining Certificates: We will manage the collection and delivery of your Certificate of Incorporation and Business Registration Certificate once approved.

3. Fulfilling Mandatory Requirements:

• Company Secretary Services: This is a mandatory requirement in Hong Kong. Bestar can act as your company secretary, fulfilling all legal obligations associated with this role, such as:

  • Acting as the primary contact point between your company and government authorities.

  • Maintaining statutory records (e.g., Register of Members, Register of Directors, Significant Controllers Register).

  • Ensuring timely filing of annual returns and other required documents.

  • Preparing for and documenting Annual General Meetings (AGMs).

  • Keeping you informed of any regulatory changes that may affect your company.

• Registered Office Address: If you don't have a physical office in Hong Kong, Bestar can offer a registered office address, which is legally required for receiving official government correspondence. Bestar also offers mail scanning and forwarding services.

4. Assistance with Bank Account Opening:

• Navigating Bank Requirements: Opening a corporate bank account in Hong Kong can be challenging, especially for non-residents. Bestar has established relationships with local banks and can guide you through the process, helping you prepare the necessary documents and even arranging introductory meetings.

• Document Certification: We can provide CPA-certified true copies of your company's documents, which are often required by banks.

5. Ongoing Compliance and Post-Incorporation Support:

• Annual Filing Reminders: We will provide timely reminders for crucial deadlines like annual return filings and business registration renewals, helping you avoid penalties.

• Tax Compliance: Bestar assists with tax registration, annual tax filings, and profit tax computation.

• Maintaining Statutory Records: We ensure your company's internal records are kept up-to-date and compliant with Hong Kong law.

• Changes in Company Particulars: We can assist with filing changes to your company's directors, shareholders, or registered address with the Companies Registry.

• Other Services: Bestar offers a comprehensive suite of services that extend beyond initial incorporation, including bookkeeping, payroll, visa assistance, trademark registration, and ongoing advisory.

Benefits of Using Bestar:

• Time-Saving: We handle all the paperwork and administrative tasks, allowing you to focus on developing your business.

• Error Prevention: Our expertise minimizes the risk of mistakes in applications and filings, preventing costly delays and penalties.

• Peace of Mind: You can be confident that your company is established and maintained in full compliance with Hong Kong laws.

• Cost-Effective (in the long run): While there's a fee for our services, it often offsets potential costs from errors, delays, or non-compliance.

• Convenience for Foreign Entrepreneurs: For those not physically present in Hong Kong, these services are invaluable, as we can manage the entire process remotely.

• Access to Resources and Networks: We have connections with other professionals (e.g., lawyers) who can provide further support as your business grows.

In essence, Bestar acts as your local expert and administrative arm, ensuring a smooth, efficient, and compliant company formation and maintenance experience in Hong Kong.