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DETAILED Guide How to Register a New Company in Hong Kong

DETAILED Guide: How to Register a New Company in Hong Kong 

Hong Kong has consistently been a premier gateway for businesses. Thanks to its strategic location, low corporate tax, and free trade zones, the city provides advantages that make it particularly appealing for entrepreneurs and those launching startups. 

Now, if you plan to own a business in Hong Kong, one of the crucial steps to get your venture off the ground is to register your company. Of course, the whole process can be hard, especially if you don’t even know what type of business to set up. 

Sounds complicated? No worries. We’re here to provide all the information you need and walk you through the steps to kickstart your entrepreneurial journey.  

Types of Companies in Hong Kong

Types of Companies in Hong Kong

The most common company/business types in Hong Kong are sole proprietorship, limited liability company, partnership, and foreign company office. 

Before you can start up a business, you have to carefully consider which company structure best suits the enterprise you have in mind. That’s because each type of company structure entails a different level of requirements and responsibilities, as well as advantages and disadvantages. 

In this part, we’ll give you an overview of the types of company structures in Hong Kong, along with the pros and cons of each one. 

Company/Business Type Description ProsCons 
Sole ProprietorshipA Sole Proprietorship is a low-risk and small-scale business that may be suitable for individuals flying solo in their business endeavors.

This business type is popular among sole owners of small businesses and self-contractors. It’s because it’s easy to establish and dismantle since there’s a lack of government involvement in unincorporated businesses like a sole proprietorship. 
• The owner has total privacy and autonomy in operating his/her business

• Requires less paperwork to get your business off the ground Straightforward tax setup and  requirements compared to other company types

• Doesn’t require a business checking account 
• No legal distinction between private and business assets, so the owner has unlimited liability for debts

• The ability to raise capital is limited

• It’s harder to secure loans or financing for business
Limited Liability Company A Limited Liability Company (LLC) is the most common company type in Hong Kong. It’s the preferred company type by investors who plan to set up small and medium-sized businesses.  

Once registered under the city’s Companies Registry, an LLC will be a separate entity from its owners. 

That said, an LLC is a company type that protects the owner’s/shareholders’  assets from business liabilities and risks.  
• An LLC has a legal identity of its own Business owners/shareholders have liability and legal protection Change of membership (shareholders/directors) does not affect the company’s perpetual existence or succession

• Only profits derived in Hong Kong are taxable for LLCs

• LLCs can secure bank loans easier
• More complex and expensive to set up and dismantle

• Certain information should be disclosed to the public when filing returns with Hong Kong’s Companies Registry 

• LLCs must adhere to a range of statutory compliance requirements 
Partnership Partnerships, just like the word entails, are businesses formed by two or more individuals who come together to operate and co-own a company with the goal of sharing profits. 

This business type is governed by Hong Kong’s Partnership Ordinance and has two main types: General Partnership and Limited Partnership. 

A General Partnership business is quite similar to a Sole Proprietorship business because every partner has liability and obligation for the business.

Meanwhile, a Limited Company has both limited and general partners. 

The general partners are involved in the business’s decision-making process and are also responsible for the company’s debts and obligations. Limited partners can’t participate in decision-making and are only liable for the amount they share in the partnership’s capital.
• In Partnership, you don’t need to rely on personal sources of finance to raise capital No registration demands with Hong Kong’s Companies Registry

• Easier to establish and maintain because of lesser compliances and statutory requirements

• Limited partners are not personally liable for debts/ wrongful acts of another partner

• Profits obtained offshore and those generated from the sale of capital assets are excluded from partnership taxation 
• General partners have unlimited liability and obligation for the business 

• Limited partners are more like  passive investors because they can’t be involved in the day-to-day operation 
Foreign/Overseas Company Office 
Foreign companies or corporations looking to establish presence in Hong Kong can register a branch office, create a subsidiary, or open a representative office. 

This company type is a way to offer flexibility for foreign companies to engage in Hong Kong’s business market. A foreign branch office, subsidiary, or representative office must be registered with Hong Kong’s Companies Registry.  
• Foreign companies can easily tap into the opportunities in the Guangdong- Hong Kong-Macao Greater Bay Area (GBA) due to Hong Kong’s geographic location

• Adapts to Hong Kong’s business-friendly tax systems 

• Can practice  free trade and free market principles 
• Foreign companies must adhere to a range of statutory compliance requirements 

• Certain information should be disclosed to the public when filing returns with Hong Kong’s Companies Registry 

• More complex and expensive to set up and dismantle

Documents Required to Register a Business in Hong Kong 

Documents Required to Register a Business in Hong Kong

When you plan to set up a business or company in Hong Kong, you must prepare the documents required by the city’s Companies Registry and Business Registration Office. Here’s a list of documents you need for different business/company types in Hong Kong. 

Required Forms and Documents for Sole Proprietorship and All Partners of Partnership 

  • Copy of Hong Kong identity card 
  • Copy of passport or identity card issued by a relevant government authority (if the applicant is a non-local)
  • *Accomplished Request for Business Registration Application form (Form IRBR194) from the Business Registration Office of Inland Revenue Department 
  • *Accomplished Notification of Appointment of Agent form (Form IRBR177) from the Business Registration Office of Inland Revenue Department (if the applicant – sole proprietorship owner/all partners are not residing in Hong Kong, he/she must appoint an agent for the purpose of business registration) 
  • *Accomplished Form 1(a) for sole proprietorship 
  • *Accomplished Form 1(c) for general partnership
  • *Accomplished Form 1(ca) for limited partnership
  • Business Registration Certificate (the applicant can get this in person at the Business Registration Office – 4/F, Revenue Tower, 5 Gloucester Rd, Wan Chai, Hong Kong, or via online application service)

Required Forms and Documents to Register a Limited Liability Company in Hong Kong  

  • Copy of the company’s Articles of Association (must include the LLC’s name, organizational structure, purpose, capital details, etc.)
  • Copy of Hong Kong identity card and residential address proof (for directors and shareholders living in Hong Kong)
  • Copy of passport or identity card issued by a relevant government authority (if the company owner/director/shareholder is a non-local)
  • Copy of parent company registration (for corporate directors and shareholders)
  • *Properly and correctly completed incorporation form Form NNC1 (must include the LLC’s name, registered address, the liability of members, particulars of shareholders, directors, and company secretary, etc.) for a company limited by shares (must be delivered with Notice to Business Registration Office or IRBR1)  
  • *Properly and correctly completed incorporation form Form NNC1G for a company not limited by shares (must be delivered with Notice to Business Registration Office or IRBR1)  

Required Forms and Documents to Register A Foreign Company Office in Hong Kong 

  • Certified copy of the foreign company’s constitution (statutes or memorandum and articles of association, company charter, or other defining instrument)
  • Certified copy of the foreign company’s certificate of incorporation (or equivalent document)
  • Certified copy of the foreign company’s latest published accounts  
  • *Properly and correctly completed Application for Registration as Registered Non-Hong Kong Company  form or Form NN1 (must include the LLC’s name, registered address, the liability of members, particulars of shareholders, directors, and company secretary, etc.) and must be delivered with Notice to Business Registration Office or IRBR2)  

Note that forms with (*) can be downloaded, but they should just be used for REFERENCE and NOT for submission of application. The required forms above must be printed by and according to the requirements and specifications of the Business Registration Office of the Inland Revenue Department before they can be used for application purposes. 

Step-by-Step Process to Register a Company in Hong Kong

Step-by-Step Process to Register a Company in Hong Kong

Now that you have a checklist of all the documents you need to start let’s proceed to the general steps involved in registering a company in Hong Kong. 

  1. Choose a name for your company. 

The primary step in registering a company in Hong Kong is choosing a name. And yes, your company name can be in English or traditional Chinese, or if you fancy, you can use both!

Seems easy, right? Well, this step can be more challenging than you think, given the vast number of companies already listed in Hong Kong’s Companies Registry.  

Keep in mind that you shouldn’t have the same name as another company already registered on the registry’s website, and it must not be trademarked in another region. 

Also, if you’ve thought of a catchy trademark out of your company name, register it with the Hong Kong Intellectual Property Department so other companies can’t copy it.  

  1. Select a local company secretary. 

In Hong Kong, every company is required to have a local company secretary, so you have to appoint one before you can register your company. Your secretary serves as the main contact or as a “go-to” person for your company whenever Hong Kong authorities have inquiries about your business. 

He/she will help you and your company maintain compliance and be in good standing with the regulations set for businesses in Hong Kong. 

We suggest that you use your company secretary’s address as your company’s registered address to streamline communication and minimize confusion. Doing this makes it easier since the company secretary is the one responsible for handling correspondence with the authorities and alerting you of any mail sent to your company. 

  1. Appoint the directors and shareholders of your company. 

Aside from a local company secretary, a company in Hong Kong also requires legal representatives like shareholders and directors. 

The requirements for shareholders for companies in Hong Kong are the following:

  • A company must have a minimum of one shareholder and a maximum of 50 shareholders
  • A shareholder can be an individual or a company
  • A shareholder may or may not be residing in Hong Kong
  • There are no nationality restrictions for shareholders

Meanwhile, company directors are selected by shareholders, and the requirements are as follows:

  • A company must have at least one director (must be an individual person)
  • A director may or may not be residing in Hong Kong
  • A director doesn’t necessarily need to be a shareholder
  1. Compile and submit your company’s incorporation documents to the Companies Registry.

Once you have all the incorporation documents and completed the forms required for your company type (feel free to refer to the list we provided above), it’s time to submit them and wait for approval from the Companies Registry.

You can submit your incorporation application and documents in person, via courier, or through the online portal platform. Here is some information you might need:

Companies Registry Address14th floor, High Block, Queensway Government Offices, 66 Queensway, Admiralty, Hong Kong
Companies Registry Online Portal https://www.e-services.cr.gov.hk/ICRIS3EP/system/home
Contact Details +852 2234 9933 
[email protected] 

Of course, you also have to pay the applicable government fees to incorporate your company. The fees can vary depending on the type and size of the business you have in mind, as well as the type of document you need. For more details, please refer to the Business Registration Fee and Levy Table.  

  1. Collect your business registration and company incorporation certificate. 

After you’ve handed all the necessary paperwork to the Companies Registry, you can expect to get your Business Registration Certificate and Incorporation Certificate in about two to six business days. You can swing by the Companies Registry office to pick them up. 

Once you have these documents, it means that your company exists and is now registered as a legal business in Hong Kong. 

Nonetheless, it’s important to note that your Business Registration Certificate should be renewed yearly, while the Incorporation Certificate is only issued once and is valid throughout the lifetime of your company, so don’t lose it!

  1. Keep up with Hong Kong’s financial reporting and taxation requirements. 

When your company is successfully incorporated, Hong Kong’s Companies Registry will automatically report your company’s existence to the Internal Revenue Department. 

It’s vital that you stay on top of your taxation requirements and financial reporting to ensure that your company stays in good standing in Hong Kong. 

Other Considerations to Remember When Setting Up a Company in Hong Kong 

Other Considerations to Remember When Setting Up a Company in Hong Kong

Relevant Permits and Licenses 

Most of the businesses in Hong Kong don’t require any permits or licenses because the city’s pretty much a liberal economy where anyone can engage in any business they want. However, exceptions apply to businesses that may affect the general interest (public health/safety and hygiene/personal savings, etc.).

For example, if you plan to open a restaurant, bar, or club, you must apply for a General Restaurant License, Provisional General Restaurant License, and Liquor License before you can legally operate.  

Immigration and Visa Requirements

If you plan to relocate and set up your own company in Hong Kong, you can use the special migration visa scheme – Entry for Investment. This visa scheme is for foreign entrepreneurs who want to explore Hong Kong’s business market. 

To know more about the eligibility criteria, required documents, and application process for this visa, we suggest you check out:  https://www.gov.hk/en/nonresidents/visarequire/visasentrypermits/applyinvestment.htm.  

Accounting and Auditing

Bank financing is one of the primary sources of capital for businesses. If you plan to expand your company or need financial assistance to meet operating expenses, setting up a bank account for your company is necessary. 

Fortunately, there are various banks and financial institutions in the city that can cater to your requirements. Make sure to pick a bank that can help you track your business cash flow and file tax returns. 

Annual Compliance Obligations 

To avoid incurring heavy penalties or fines, understand your company’s annual compliance obligations as soon as you receive your Incorporation Certificate. Check out these useful pointers:

  • Understand the annual filing requirements of Hong Kong’s Companies Registry and Inland Revenue Department
  • Make sure you maintain proper books of accounts that follow statutory audit requirements stated by the Hong Kong Companies Ordinance
  • Appoint an accountant and auditor to handle relevant accounting transactions 
  • Remember to renew your Business Registration Certificate one month before its expiry

FAQs About Company Registration in Hong Kong

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