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Hong Kong Company Registration

Updated: Jun 19, 2022

Overview


Hong Kong is an important financial hub within the Asia Pacific (APAC) region that is renowned for its business-friendly taxation and regulatory environment. Hong Kong is one of the most reputable business hubs in the world. Being at the centre of Asia and gateway to Mainland China, setting up a business in Hong Kong as a base for further expansion in Asia is an optimum choice.


Forms of foreign investment


The principal forms through which a business can be conducted in Hong Kong are as follows:


1. Company incorporated in Hong Kong (either private or public via listing on the Stock Exchange of Hong Kong).


2. Branch of a foreign company.


3. Representative or liaison office of a foreign company.


4. Joint venture (can be set up either as a company or partnership).


5. Partnership. 6. Sole proprietorship.


Of the above, privately incorporated companies and branches of foreign companies are most commonly used by foreign investors.


Process


A step-by-step process for how to create a company in Hong Kong:


Step 1 - Choose a company type

The two most common company types for businesses operating in Hong Kong are:

1. Limited Liability Company: This entity type means that a business is set up as its own legal entity. Foreign investors often prefer this type because it offers limited liability for business owners. Companies can be limited by shares or by guarantee.


2. Foreign Company Office: Foreign companies can register in Hong Kong as either a representative office or a branch office. Neither option creates a separate legal entity, however, so all liability extends to the parent company.


Step 2 - Give your company a name


Check the index of company names at the Companies Registry to see whether the proposed name has already been registered.


Your company name must not:

- be the same as one already appearing on the index of company names;

- be a name that requires the prior consent of the Chief Executive; and

- infringe upon any third party’s intellectual property rights.

Company names can be registered as either an English name, a Chinese name or both. However, combining English words/letters and Chinese characters is prohibited.


An English company name must end with the word “Limited”, and a Chinese company name must end with the characters “有限公司”.


A Chinese company name should contain traditional Chinese characters (繁體字). Simplified Chinese characters are not acceptable.


You can search the register for free using the Companies Registry search sites: Cyber Search Centre or Company Search Mobile Service.


Step 3 - Set up your company structure


Determine the structure of your company per the following requirements:


- Directors: a minimum of at least one person. One director needs to be a natural person (ie. an individual). Directors do not need to be residents of Hong Kong, but they must be aged 18 or older.


- Shareholders: a minimum of at least one shareholder. They can be either an individual aged 18 or older, or a corporate. 100% of shares can be foreign-owned. Sole directors can also act as shareholders.


- Company secretary: a sole director must not act as the company secretary. To register a company in Hong Kong, you must appoint a company secretary who is either:


- a person who lives in Hong Kong; or


- a body corporate with a registered office or place of business in Hong Kong. We provide expert company secretarial services so that your company can meet all of its statutory obligations in Hong Kong.


- Share capital: no minimum share capital is required. However, most companies choose to issue at least one ordinary share to one shareholder. Bearer shares are not permitted.


- Registered address: must be a physical address in Hong Kong, not a P.O. Box. If your business does not yet have local office space, professional service firms like Bestar can provide your company with a registered office location.


Step 4 - Submit company registration documents


You must submit the following registration documents to the Companies Registry:

- the Incorporation Form;

- a copy of the company’s articles of association; and

- a copy of the Notice to Business Registration Office.


The company will then be registered and the certificate of incorporation will be issued. Normally the Certificate of Incorporation and the Business Registration Certificate can be issued within 24 hours of online application or 4 working days of paper submission.


Step 5 - Make other permit and business licence applications (if applicable)


You may need to apply for other permits and business licences, depending on the type of business you operate. Find more information about permits and licences here.


In addition to the above requirements, a public company must file a prospectus, or statement in lieu thereof, before it allots any shares.


A foreign corporation establishing a place of business in Hong Kong must register with the Registrar of Companies as a non-Hong Kong company and file, inter alia, a copy of the corporation‘s certificate of incorporation, charter and bylaws, the latest published accounts and a specified form containing the information of each director and secretary, the name and address in Hong Kong of a person resident in Hong Kong who is authorised to accept on behalf of the foreign corporation service of process and any notices served on the corporation etc, within one month from having established a place of business in Hong Kong. A certificate of registration will be issued upon completion of the registration (usually 14 working days from the date of filing the above documents). A foreign corporation is required to be registered under the Business Registration Ordinance within one month from its date of commencement of business in Hong Kong.


Incorporation in Hong Kong


At Bestar Hong Kong, our professional team is dedicated to offer an integrated business solution to help you with the initial setup in Hong Kong, ongoing compliance and further business expansion in the region.


We assist clients in establishing business presence in Hong Kong

- Advise on the use of appropriate legal form (whether setting up a subsidiary, a branch or a representative office) in Hong Kong to suit the client’s business needs and the tax implications based on your business plan


- Assist in the incorporation / registration of companies, subsidiaries, branches, limited partnerships and representative offices in Hong Kong, including applying for the necessary business licences


- Assist in the establishment of non-profit making or charitable organisations

- Assist in the opening of bank accounts


- Assist with handling other initial setups to enable your business commencement, e.g. facilitating office rental.


A capital fee payable to the Registrar of Companies upon incorporation is HK$1 per HK$1,000 of authorised capital (subject to a maximum fee of HK$30,000).

Need help? Contact us to get started in setting up your business in Hong Kong.



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