HK: Business & Company Registration

HK: Business & Company Registration | Bestar

Hong Kong Business Registration Guide

HK: Business & Company Registration

Hong Kong is widely regarded as a business-friendly jurisdiction due to its straightforward company registration process, simple tax structure, and robust legal system. Here's a breakdown of the key aspects of business and company registration in Hong Kong:

Governing Authorities

The primary government bodies involved in business and company registration in Hong Kong are:

• Companies Registry (CR): This department is responsible for the incorporation and regulation of companies in Hong Kong under the Companies Ordinance. It handles the registration of local limited companies and non-Hong Kong companies (foreign companies establishing a place of business in Hong Kong).

  
  

• Inland Revenue Department (IRD) - Business Registration Office: Businesses are required to register with the IRD's Business Registration Office within one month of commencing operations.

Types of Business Entities

The most common types of business entities in Hong Kong are:

1. Private Limited Company: This is the most popular choice for entrepreneurs due to its limited liability and tax benefits.

   
   

   • Requirements:

     
     

     • At least one director (can be of any nationality, no Hong Kong residency required).

     • At least one shareholder (can be an individual or corporate entity, no Hong Kong residency required). One person can serve as both director and shareholder.

     • A company secretary (must be a Hong Kong resident or a Hong Kong corporate entity with a valid Trust or Company Service Provider (TCSP) license).

     • A registered office address in Hong Kong (must be a physical location, not a P.O. Box).

     • No statutory minimum share capital requirement (often HKD 1 is used).

       
       

2. Sole Proprietorship: Owned and operated by a single individual. The owner has unlimited personal liability for business debts.

   
   

3. Partnership: Formed by two to twenty individuals who share profits and responsibilities. Partners have joint and unlimited liability.

   
   

4. Company Limited by Guarantee: Usually chosen by non-profit organizations, where members' liability is limited to the amount they undertake to contribute in the event of winding up.

   
   

5. Non-Hong Kong Company: For foreign companies establishing a place of business in Hong Kong.

Company Registration Process (for Private Limited Company)

The process of registering a new company in Hong Kong typically involves the following steps:

1. Choose Your Company Name:

   
   

   • The name can be in English, Traditional Chinese, or both (but not a mix of both languages in one name).

   • It must be unique and not identical or too similar to existing company names or trademarks.

   • For English names, "Limited" must be used in full.

   • You can search for name availability on the Companies Registry website.

     
     

2. Determine Company Structure and Share Capital:

   
   

   • Decide on the number of directors and shareholders.

   • Determine the share capital. Hong Kong has no minimum or maximum share capital requirements for most industries.

     
     

3. Appoint a Company Secretary:

   
   

   • A mandatory requirement. The company secretary handles communication with government agencies and ensures compliance.

   • Must be a Hong Kong resident or a registered TCSP.

     
     

4. Find a Registered Address:

   
   

   • A physical address in Hong Kong is required for official correspondence. PO boxes are not allowed.

     
     

5. Prepare Incorporation Documents:

   
   

   • Incorporation Form (Form NNC1 for companies limited by shares or NNC1G for companies not limited by shares): Contains details about the proposed company name, type, registered address, and share capital.

   • Articles of Association: Outlines the company's governance rules, including dividend distribution, director appointments, and share issuance.

   • Notice to Business Registration Office (IRBR1): For concurrent business registration.

   • Identity Documents: Copies of Hong Kong ID cards for residents, or passports and proof of overseas residence for non-residents, of directors and shareholders.

     
     

6. Submit Your Application:

   
   

   • Applications can be submitted electronically through the Companies Registry's "e-Registry" portal (often processed within an hour) or in hard copy (usually takes around four working days).

     
     

7. Receive Certificates:

   
   

   • Upon successful registration, you will receive the Certificate of Incorporation (CI) from the Companies Registry and the Business Registration Certificate (BRC) from the Inland Revenue Department (often issued together through the one-stop service).

Business Registration Requirements and Renewal

• Mandatory Registration: Every business operating in Hong Kong must register with the Business Registration Office of the Inland Revenue Department within one month of commencing operations.

  
  

• Display: The Business Registration Certificate must be visibly displayed at the business location.

  
  

• Fees: A business registration fee and a levy (for the Protection of Wages on Insolvency Fund) are typically required. Note that from April 1, 2023, to March 31, 2025, the business registration fee and levy for eligible businesses may be waived.

  
  

• Renewal: BRCs are typically valid for one or three years and must be renewed annually (within one month of the incorporation anniversary) or every three years to avoid penalties.

Post-Incorporation Compliance

After successful registration, companies in Hong Kong have ongoing compliance obligations, including:

• Filing annual returns with the Companies Registry.

• Preparing annual financial statements and filing profits tax returns with the Inland Revenue Department.

• Maintaining accurate company records.

• Complying with the Mandatory Provident Fund (MPF) System for employees.

Many businesses opt to use professional corporate service providers to assist with the company registration process and ongoing compliance, especially for foreign entrepreneurs unfamiliar with Hong Kong regulations. These service providers can act as the company secretary and provide a registered office address.

How Bestar can Help

HK: Business & Company Registration

Bestar plays a crucial role in simplifying and streamlining the process of company registration and ongoing compliance in Hong Kong, especially for foreign entrepreneurs. Here's how we can help:

1. Expert Guidance and Advice:

• Choosing the Right Structure: We can advise on the most suitable business entity for your specific needs (e.g., private limited company, sole proprietorship, partnership), considering factors like liability, tax implications, and future growth plans.

  
  

• Regulatory Compliance: We possess in-depth knowledge of Hong Kong's Companies Ordinance, Business Registration Ordinance, and other relevant regulations, ensuring your company adheres to all legal requirements from the outset.

  
  

• Pre-incorporation Checks: We can perform thorough name searches to ensure your desired company name is available and doesn't infringe on existing trademarks, saving you time and potential rejections.

2. Handling Documentation and Filings:

• Preparation of Incorporation Documents: We prepare all necessary documents, including the Incorporation Form (NNC1), Articles of Association, and the Notice to Business Registration Office (IRBR1), ensuring accuracy and completeness.

  
  

• Submission to Authorities: We manage the submission of all documents to the Companies Registry and Inland Revenue Department, whether through the e-Registry or in hard copy, and handle all communication with these government bodies.

  
  

• Obtaining Certificates: We ensure you receive your Certificate of Incorporation (CI) and Business Registration Certificate (BRC) promptly.

3. Fulfilling Mandatory Requirements:

• Company Secretary Services: This is a mandatory requirement for Hong Kong companies. Bestar can act as your company secretary, which must be a Hong Kong resident or a licensed Trust or Company Service Provider (TCSP). We handle all the statutory duties of a company secretary, including:

  
  

  • Maintaining statutory registers (e.g., directors, shareholders, significant controllers).

  • Filing annual returns and other statutory documents with the Companies Registry.

  • Organizing board and shareholder meetings and preparing minutes.

  • Ensuring compliance with corporate governance best practices.

    
    

• Registered Office Address: We can provide a physical registered office address in Hong Kong, which is another mandatory requirement for all companies. This ensures all official government correspondence is received and managed efficiently.

  
  

• Designated Representative (DR) Services: For the Significant Controllers Register, a designated representative (which can be the company secretary or another person appointed by the company) is needed to assist law enforcement officers. Service providers often offer this.

4. Post-Incorporation Support and Ongoing Compliance:

• Bank Account Opening Assistance: Opening a corporate bank account in Hong Kong can sometimes be challenging, especially for non-residents. Bestar can offer guidance and assistance with the application process, helping to prepare necessary documents and liaise with banks.

  
  

• Accounting and Tax Services: Bestar also offers comprehensive accounting, bookkeeping, and tax filing services, ensuring your company meets its financial reporting and tax obligations, including annual audits and profits tax returns.

  
  

• HR and Payroll Services: Bestar extends our services to include HR and payroll management, helping businesses comply with Hong Kong's labor laws and manage employee compensation.

  
  

• Visa and Immigration Services: For foreign entrepreneurs or employees looking to relocate to Hong Kong, Bestar offers assistance with visa and immigration applications.

  
  

• Trademark Registration: We can also assist with registering trademarks in Hong Kong and other jurisdictions, protecting your intellectual property.

  
  

• Business Advisory: We can provide ongoing business advisory and consulting services, offering insights into the Hong Kong market, corporate governance, and strategic planning.

  
  

Benefits of Using Bestar:

• Time and Cost Savings: Streamlines the incorporation process, minimizing delays and avoiding costly mistakes due to non-compliance.

• Peace of Mind: You can focus on your core business activities, knowing that all legal and administrative requirements are being handled by experts.

• Compliance Assurance: Reduces the risk of penalties or legal issues arising from non-compliance with Hong Kong laws.

• Local Expertise: Provides invaluable local knowledge and understanding of the business environment and regulatory landscape.

• Convenience for Foreigners: Particularly beneficial for non-residents who may not be familiar with Hong Kong's legal system or able to be physically present for all steps.

In essence, Bestar acts as a one-stop shop for business setup and ongoing compliance in Hong Kong, offering expertise, efficiency, and peace of mind to entrepreneurs.

Request for Proposal