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Public Company Limited by Shares

Updated: Jul 30, 2023

A public company limited by shares (PLC) is a type of company that is incorporated in Hong Kong. PLCs are the most common type of company in Hong Kong, and they are used by a wide range of businesses, from small startups to large multinational corporations.

PLCs are characterized by the fact that their members, or shareholders, are only liable for the company's debts up to the amount of their investment. This means that if the company goes bankrupt, the shareholders' personal assets are not at risk.

PLCs are also required to have a board of directors, who are responsible for the management of the company. The board of directors must consist of at least three directors, and the directors must be natural persons who are resident in Hong Kong.

The process of incorporating a PLC in Hong Kong is relatively simple and straightforward. The first step is to choose a company name that is unique and not already in use by another company. Once a company name has been chosen, the next step is to file a name search with the Companies Registry to check if the name is available.

If the name is available, the next step is to prepare the incorporation documents. The incorporation documents include the memorandum of association and articles of association. The memorandum of association is a legal document that sets out the company's name, objects, and the liability of its members. The articles of association are a legal document that sets out the company's internal rules and regulations, such as its management structure, voting rights, and procedures for winding up the company.

Once the incorporation documents have been prepared, they must be filed with the Companies Registry along with a registration fee. The registration fee for incorporating a PLC in Hong Kong is HK$1,720.

Once the incorporation documents have been filed, the company will be incorporated and will be issued a certificate of incorporation. The certificate of incorporation is a legal document that confirms that the company has been incorporated and that it is a legal entity.

PLCs offer a number of advantages over other types of companies, including:

  • Limited liability: The shareholders of a PLC are only liable for the company's debts up to the amount of their investment. This means that they are not personally liable for the company's debts, even if the company goes bankrupt.

  • Ease of raising capital: PLCs are able to raise capital by issuing shares to the public. This can give them a significant advantage over other types of companies, which may have difficulty raising capital.

  • Good reputation: PLCs are seen as being more reputable than other types of companies. This can be an advantage when dealing with customers, suppliers, and investors.

If you are considering incorporating a company in Hong Kong, you should consider incorporating a PLC. PLCs offer a number of advantages over other types of companies, and they can be a good choice for a wide range of businesses.


Why Public Company Limited by Shares


There are a few reasons why you might choose to incorporate a Public Company Limited by Shares (PLC) in Hong Kong.

  • Limited liability: The shareholders of a PLC are only liable for the company's debts up to the amount of their investment. This means that they are not personally liable for the company's debts, even if the company goes bankrupt.

  • Ease of raising capital: PLCs are able to raise capital by issuing shares to the public. This can give them a significant advantage over other types of companies, which may have difficulty raising capital.

  • Good reputation: PLCs are seen as being more reputable than other types of companies. This can be an advantage when dealing with customers, suppliers, and investors.

  • Access to capital markets: PLCs have access to the capital markets, which can allow them to raise large amounts of capital. This can be helpful for companies that are looking to expand or grow their business.

  • Transparency: PLCs are required to disclose more information to the public than other types of companies. This can give investors and other stakeholders a better understanding of the company's financial performance and operations.

If you are considering incorporating a company in Hong Kong, you should carefully consider whether a PLC is the right structure for your business. There are a number of factors to consider, such as the size and complexity of your business, your plans for raising capital, and your desired level of liability protection.


Why Hong Kong


Hong Kong is a popular choice for businesses of all sizes, and public companies limited by shares (PLCs) are a common type of business structure in the city. There are a number of reasons why you might choose to incorporate a PLC in Hong Kong, including:

  • Limited liability: The shareholders of a PLC are only liable for the company's debts up to the amount of their investment. This means that they are not personally liable for the company's debts, even if the company goes bankrupt.

  • Ease of raising capital: PLCs are able to raise capital by issuing shares to the public. This can give them a significant advantage over other types of companies, which may have difficulty raising capital.

  • Good reputation: PLCs are seen as being more reputable than other types of companies. This can be an advantage when dealing with customers, suppliers, and investors.

  • Access to capital markets: PLCs have access to the capital markets, which can allow them to raise large amounts of capital. This can be helpful for companies that are looking to expand or grow their business.

  • Transparency: PLCs are required to disclose more information to the public than other types of companies. This can give investors and other stakeholders a better understanding of the company's financial performance and operations.

  • Favorable tax regime: Hong Kong has a favorable tax regime for businesses, which can help to reduce the company's tax liability.

  • Strong legal system: Hong Kong has a strong legal system that protects the rights of businesses. This can give investors and other stakeholders confidence in the company's ability to operate in a fair and transparent manner.

If you are considering incorporating a company in Hong Kong, you should carefully consider whether a PLC is the right structure for your business. There are a number of factors to consider, such as the size and complexity of your business, your plans for raising capital, and your desired level of liability protection.


Public Companies having a Share Capital Incorporation


A public company having a share capital (PLC) is a type of company that is incorporated in Hong Kong. PLCs are the most common type of company in Hong Kong, and they are used by a wide range of businesses, from small startups to large multinational corporations.


PLCs are characterized by the fact that their members, or shareholders, are only liable for the company's debts up to the amount of their investment. This means that if the company goes bankrupt, the shareholders' personal assets are not at risk.


PLCs are also required to have a board of directors, who are responsible for the management of the company. The board of directors must consist of at least three directors, and the directors must be natural persons who are resident in Hong Kong.


To incorporate a PLC in Hong Kong, you will need to:

  • Choose a company name that is unique and not already in use by another company.

  • File a name search with the Companies Registry to check if the name is available.

  • Prepare the incorporation documents, including the memorandum of association and articles of association.

  • File the incorporation documents with the Companies Registry along with a registration fee.

  • Obtain a business registration certificate from the Inland Revenue Department.

The registration fee for incorporating a PLC in Hong Kong is HK$1,720.


Once the incorporation documents have been filed, the company will be incorporated and will be issued a certificate of incorporation. The certificate of incorporation is a legal document that confirms that the company has been incorporated and that it is a legal entity.


PLCs offer a number of advantages over other types of companies, including:

  • Limited liability: The shareholders of a PLC are only liable for the company's debts up to the amount of their investment. This means that they are not personally liable for the company's debts, even if the company goes bankrupt.

  • Ease of raising capital: PLCs are able to raise capital by issuing shares to the public. This can give them a significant advantage over other types of companies, which may have difficulty raising capital.

  • Good reputation: PLCs are seen as being more reputable than other types of companies. This can be an advantage when dealing with customers, suppliers, and investors.

If you are considering incorporating a company in Hong Kong, you should consider incorporating a PLC. PLCs offer a number of advantages over other types of companies, and they can be a good choice for a wide range of businesses.


Here are some of the documents you will need to incorporate a PLC in Hong Kong:

  • Memorandum of association: The memorandum of association is a legal document that sets out the company's name, objects, and the liability of its members.

  • Articles of association: The articles of association are a legal document that sets out the company's internal rules and regulations, such as its management structure, voting rights, and procedures for winding up the company.

  • Directors' consent forms: The directors' consent forms are documents that confirm that the directors agree to serve as directors of the company.

  • Company secretary's consent form: The company secretary's consent form is a document that confirms that the company secretary agrees to serve as company secretary of the company.

  • Proof of identity for each director and secretary: This can be a copy of their passport or identity card.

  • Proof of address for each director and secretary: This can be a copy of their utility bill or bank statement.

  • Registration fee: The registration fee for incorporating a PLC in Hong Kong is HK$1,720.

You can file the incorporation documents with the Companies Registry online or by post. The Companies Registry will process your application and issue a certificate of incorporation once your application is approved.


Required Documents


Here are the required documents to incorporate a Public Company Limited by Shares (PLC) in Hong Kong:

  • Memorandum of Association: The memorandum of association is a legal document that sets out the company's name, objects, and the liability of its members.

  • Articles of Association: The articles of association are a legal document that sets out the company's internal rules and regulations, such as its management structure, voting rights, and procedures for winding up the company.

  • Directors' Consent Forms: The directors' consent forms are documents that confirm that the directors agree to serve as directors of the company.

  • Company Secretary's Consent Form: The company secretary's consent form is a document that confirms that the company secretary agrees to serve as company secretary of the company.

  • Proof of Identity for Each Director and Secretary: This can be a copy of their passport or identity card.

  • Proof of Address for Each Director and Secretary: This can be a copy of their utility bill or bank statement.

  • Registration Fee: The registration fee for incorporating a PLC in Hong Kong is HK$1,720.

In addition to these documents, you will also need to file a name search with the Companies Registry to check if the name you have chosen is available. You can do this online or by post.

Once you have filed the required documents and paid the registration fee, the Companies Registry will process your application and issue a certificate of incorporation once your application is approved.


The certificate of incorporation is a legal document that confirms that the company has been incorporated and that it is a legal entity.


Here are some additional tips for incorporating a PLC in Hong Kong:

  • Start the process early. The incorporation process can take a few weeks, so it is important to start the process early. This will give you plenty of time to gather all of the required documents and file your paperwork.

  • Do your research. There are a number of corporate services providers in Hong Kong, so it is important to do your research and find a provider that is reputable and affordable.

  • Use a template for your incorporation documents. There are a number of templates available online that you can use to create your memorandum of association and articles of association. This will save you time and effort.

  • File your name search and incorporation documents online. You can file your name search and incorporation documents online, which will save you time and money.

Incorporation Form (Form NNC1)

A copy of the company’s Articles of Association

A Notice to Business Registration Office (IRBR1)


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


Fees


There are a few fees associated with incorporating a Public Company Limited by Shares (PLC) in Hong Kong. These fees include:

  • Name search fee: The name search fee is HK$120. This fee is payable when you file a name search with the Companies Registry to check if the name you have chosen is available.

  • Registration fee: The registration fee for incorporating a PLC in Hong Kong is HK$1,720. This fee is payable when you file your incorporation documents with the Companies Registry.

  • Publication fee: The publication fee is HK$40. This fee is payable when you publish your incorporation details in the Government Gazette.

In addition to these fees, you may also incur other costs, such as the cost of legal advice and the cost of using a corporate services provider.


The total cost of incorporating a PLC in Hong Kong can vary depending on the specific circumstances, but it is typically around HK$2,000.


Here are some tips for reducing the fees associated with incorporating a PLC in Hong Kong:

  • Start the process early. The incorporation process can take a few weeks, so it is important to start the process early. This will give you plenty of time to gather all of the required documents and file your paperwork.

  • Do your research. There are a number of corporate services providers in Hong Kong, so it is important to do your research and find a provider that is reputable and affordable.

  • Use a template for your incorporation documents. There are a number of templates available online that you can use to create your memorandum of association and articles of association. This will save you time and effort.

  • File your name search and incorporation documents online. You can file your name search and incorporation documents online, which will save you time and money.


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


Company Registration fee –


Fee payable on application (if delivered in electronic form) HK$1,545

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

(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


Here are some of the steps you can take to make the application process for incorporating a Public Company Limited by Shares (PLC) in Hong Kong easier:

  • Choose a corporate services provider. A corporate services provider can help you with the entire incorporation process, from choosing a name to filing the paperwork. They can also provide you with legal advice and support.

  • Use a template for your incorporation documents. There are a number of templates available online that you can use to create your memorandum of association and articles of association. This will save you time and effort.

  • File your name search and incorporation documents online. You can file your name search and incorporation documents online, which is a more convenient and efficient way to file your paperwork.

  • Pay the registration fee online. You can pay the registration fee online with a credit card or bank transfer. This is a quick and easy way to complete the payment process.

By following these steps, you can make the application process for incorporating a PLC in Hong Kong easier and more efficient.


Here are some additional tips for making the application process easier:

  • Start the process early. The incorporation process can take a few weeks, so it is important to start the process early. This will give you plenty of time to gather all of the required documents and file your paperwork.

  • Do your research. There are a number of corporate services providers in Hong Kong, so it is important to do your research and find a provider that is reputable and affordable.

  • Be organized. It is important to be organized when you are incorporating a company. This will help you to avoid making mistakes and to keep track of the progress of your application.

  • Ask for help. If you are not sure how to complete the application process, you can ask for help from a corporate services provider or a lawyer.

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


How Bestar can Help

Bestar is a corporate services provider that can help you with the entire incorporation process for a Public Company Limited by Shares (PLC) in Hong Kong. They can help you with the following:

  • Choosing a name: Bestar can help you choose a name for your PLC that is available and meets the requirements of the Companies Registry.

  • Creating the incorporation documents: Bestar can help you create the memorandum of association and articles of association for your PLC. They can also provide you with legal advice on the contents of these documents.

  • Filing the incorporation documents: Bestar can file the incorporation documents with the Companies Registry on your behalf. They can also help you pay the registration fee.

  • Obtaining a business registration certificate: Bestar can help you obtain a business registration certificate from the Inland Revenue Department.

In addition to these services, Bestar can also provide you with ongoing support for your PLC, such as:

  • Corporate secretarial services: Bestar can provide you with corporate secretarial services, such as maintaining your PLC's records and filing annual returns.

  • Tax advice: Bestar can provide you with tax advice on your PLC.

  • Business advice: Bestar can provide you with business advice on your PLC, such as helping you with marketing and fundraising.

If you are considering incorporating a PLC in Hong Kong, contact Bestar to learn more about their services.


Here are some of the benefits of using Bestar to help you incorporate a PLC in Hong Kong:

  • Expertise: Bestar has a team of experienced professionals who can help you understand the requirements and ensure that your application is complete and accurate.

  • Convenience: Bestar can help you with all aspects of the incorporation process, from choosing a name to filing annual returns. This can save you time and effort.

  • Peace of mind: Bestar can help you ensure that your PLC is properly managed and that it complies with all applicable laws and regulations. This can give you peace of mind knowing that your company is in good hands.

For setting up a public company limited by shares in Hong Kong, contact us.


Let me know if you have other questions or requests.


Public Company Limited by Shares | Bestar
Public Company Limited by Shares | Bestar

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