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Complete Guide to Company Registration in Hong Kong

Are you a foreign entrepreneur looking to establish a company in Hong Kong? In today's global economy, this bustling city is one of the top choices for business expansion and international trade. However, navigating the process of setting up a company can be overwhelming. This article will guide you through all the essential steps and requirements, making your journey to success in Hong Kong a smooth one.

Hong Kong Victoria Harbour Night View

Key Takeaways:

  • Registering a company in Hong Kong offers a strategic location for business, access to international markets, a robust legal system, and a simple and efficient tax system.

  • The requirements for registering a company in Hong Kong include choosing a company name and structure, appointing directors, and having a registered address and company secretary.

  • The steps to registering a company in Hong Kong involve choosing a company name, preparing necessary documents, and submitting an application to the Companies Registry for fast and easy incorporation.


What Are the Benefits of Registering a Company in Hong Kong?

Hong Kong has become a popular destination for entrepreneurs and businesses looking to expand globally. But what exactly makes this city an attractive location for company registration? In this section, we will delve into the various benefits of registering a company in Hong Kong, including its strategic location as a global financial hub and launching pad for business ventures, its simple and efficient tax system, and its access to international markets. Hong Kong acts as the best gateway to Mainland China, opening up a market of 1.3 billion people for your product. Additionally, we will discuss the strength of Hong Kong's legal system and how it contributes to the overall appeal of incorporating a company in this bustling metropolis.


1. Strategic Location for Business

  • Strategic Location: Hong Kong's position as a potent global financial hub makes it an ideal launching pad for businesses looking to enter the Asian market.

  • Connectivity: With its advanced infrastructure and strong international connections, Hong Kong offers a strategic advantage for expanding businesses.

  • Market Access: By leveraging the local pro-business environment, companies can tap into an extensive network of opportunities and partnerships.


2. Simple and Efficient Tax System

  • Hong Kong maintains a simple and efficient tax system with a competitive profits tax rate and a territorial basis of taxation, all aimed at promoting economic development.

  • It has implemented a two-tiered profit tax regime (8.25% on assessable profits up to HK$2,000,000, and 16.5% on any part of assessable profits over HK$2,000,000), specifically benefiting small and medium-sized enterprises, in order to further encourage economic growth.


Pro-tip: Consider consulting with a tax professional to ensure maximum tax benefits and compliance with local regulations.


3. Access to International Market

  • Understand market demands and trends to tailor products or services for business success.

  • Research and comply with international trade regulations and tariffs to ensure business success.

  • Develop a robust marketing and distribution strategy to reach global customers and achieve business success.

  • Establish partnerships or networks within the target international market to ensure business success.


Considering Hong Kong's third position in the ease of doing business index by the World Bank, accessing the international market becomes more achievable. To effectively access international markets, businesses need to understand global market demands, research trade regulations, and establish strong marketing strategies for business success.


4. Strong Legal System

When considering the strong legal system in Hong Kong, it's essential to note the robust legal framework, transparent hong kong laws, and the presence of an independent judiciary. These aspects contribute to a secure environment for business operations, particularly for a private limited liability company. The legal system’s stability is a result of Hong Kong's status as a special administrative region and its adherence to common law principles, ensuring the protection of rights and enforcement of contracts.


Hong Kong's legal system is rooted in English common law, developing into a unique framework influenced by its status as an international financial center. Since its establishment as a British colony in 1842, Hong Kong has cultivated a legal environment emphasizing the rule of law and the maintenance of statutory books, contributing to its reputation as a global business hub.


What Are the Things to Consider before Starting a Business in Hong Kong?

When it comes to registering a company in Hong Kong, there are certain requirements that must be met in order to successfully establish your business. In this section, we will discuss the key factors to consider when registering a company, such as the company name and structure, requirements for directors and shareholders, and the importance of a registered address and company secretary. By understanding these requirements, you can ensure a smooth and efficient company registration process.


1. Choosing a Company Name and determine the Company Form

  • Choose a unique company name that complies with the regulations and aligns with your business goals.

  • Determine the company structure, such as a limited company, and ensure it is suitable for your business objectives.


2. Determine the Company Structure

In Hong Kong, it is required that a company has at least one individual director and a company secretary. The individual director is able to also serve as the company secretary, but there is a specific residency requirement for this role. According to Hong Kong laws, at least one director must be a natural person and their residency can be from any country, not just Hong Kong. During the incorporation process of a Hong Kong Private Limited Company, it is important to note that physical presence in Hong Kong is often unnecessary. This means that Hong Kong company directors aren't obligated to be residents and can oversee the incorporation process remotely.


In order to establish a Hong Kong Private Limited Company, it is necessary to have a minimum of one director and one shareholder. Alternatively, a single individual has the option to fulfill both roles. Additionally, the company must have a designated representative ("DR") who is responsible for providing assistance related to the Significant Controllers Register ("SCR") of the company. The designated representative plays a crucial role in ensuring compliance with the relatively new law on designated representative and SCR, which came into effect in 2018. By having a designated representative, the company can ensure that this statutory requirement is fulfilled by professionals.


3. Choosing a Registered Address and Appoint a Company Secretary

  1. Choose a Registered Address: Select a physical address in Hong Kong to serve as the company's registered address, which will be used for official correspondence and legal matters.

  2. Appoint a Company Secretary: Every company must appoint a company secretary responsible for ensuring compliance with regulations, maintaining statutory books and records, and facilitating company search.

  3. Obtain a Business Registration Number: Register for a business registration number with the Inland Revenue Department for tax purposes.

  4. Gateway Registration Hong Kong: Complete the online gateway registration for business and obtain the necessary permits and licenses for operations in Hong Kong.


What Are the Steps to Registering a Company in Hong Kong?

Congratulations on taking the first step towards considering establish your business presence in this global financial hub. But, before you can start operating, there are several important steps that must be completed. From choosing a company name to obtaining necessary certificates, we’ll cover all the crucial facts you need to know to successfully form a company in Hong Kong.


1. Choose a Company Name

  • Conduct a search with the Hong Kong Company Registry to check name availability.

  • Ensure the company name complies with the requirements stated in the Companies Ordinance of Hong Kong.

  • Prepare alternate names in case the initial choice is unavailable.

  • Consider the long-term branding and marketing aspects while finalizing the name.


2. Prepare the Registration Documents

  • Prepare Articles of Association and other crucial documents.

  • Prepare the incorporation form and business registration application form


3. Submit Application to the Companies Registry

  • Complete the incorporation form and business registration application form and provide all necessary company information.

  • Submit the application along with the required documents to the Companies Registry.

  • Pay the registration fee and the fee for the business registration certificate.

  • Wait for the application to be processed and for the certificate to be issued.

  • Obtain the Certificate of Incorporation and Business Registration Certificate

4. Post-incorporation Documents Formalities

  • Prepare the documents for appointing directors and company secretary, statutory books, SCR, resolution of board of directors, and share certificates.

  • Making the company chop and common seal.


About Common Seal: While the common seal is not required for routine business activities, its use may be appropriate in specific transactions such as (i) significant contracts involving major purchases, (ii) transfers of real property and land contracts and (iii) loan documents, mortgages, and guarantees.


After you have successfully registered your company, you can focus on the next steps, such as opening a business bank account, obtaining the relevant permits and licenses from the authorities, and handling your bookkeeping and accounting.


What Are the Ongoing Compliance Requirements for Companies in Hong Kong?

As a global financial and business hub, Hong Kong offers numerous benefits for companies looking to establish a presence in Asia. However, with these benefits come ongoing compliance requirements that must be met in order to maintain a company's legal status. In this section, we will discuss the annual filing requirements, including maintaining accounts and meeting residency requirements, as well as the importance of holding an annual general meeting. It is important to note that the company's accounts have to be audited on an annual basis by a Certified Public Accountant in Hong Kong. The audited accounts must also be submitted to the Inland Revenue Department for review. We'll organise renewing your Business Registration Certificate and help with the preparation of annual return in accordance with local laws and regulations, and arrange audit referral for your private limited liability company


1. Annual Filing Requirements

  • File Annual Return: Submit the company's annual return, including details of shareholders, directors, and company secretary, to the Companies Registry in accordance with Hong Kong laws within 42 days after the anniversary of the date of the company's incorporation in that year.

  • Maintain Accounts: Prepare and maintain proper financial records as required by Hong Kong laws, ensuring compliance with accounting standards.

  • Meet Residency Requirement: Companies must have a local registered address and a company secretary who is a resident of Hong Kong in order to comply with the laws.


2. Annual General Meeting

  • Notify Shareholders: Provide notice of the meeting at least 21 days in advance.

  • Conduct the Meeting: Discuss financial statements, appoint auditors, and resolve any business matters.

  • Prepare Minutes: Document the proceedings and decisions made during the meeting.


3. Business Registration Renewal

Business registration renewal is vital for maintaining compliance for a company. The process includes:

  1. The Business Registration Office will issue the demand note.

  2. Paying the renewal fee and levy for the business registration certificate.

  3. Once the payment is made, the demand note will transform into a legally recognized Business Registration Certificate.

  4. Display the valid Business Registration Certificate in a conspicuous place at the address where the business is carried on.


Reminder: If you do not receive such a demand note, you should inform the Commissioner of Inland Revenue in writing within 1 month of the expiry of your current Business Registration Certificate.


What Are the Common Types of Companies in Hong Kong?

There are several types of companies that can be registered under Hong Kong laws. One of the most common types is the limited liability company, which offers strong legal protection for its shareholders and directors. This section will cover the basics of limited liability companies, including the differences between private and public limited liability companies, and the statutory books that must be maintained.


1. Limited Liability Company

  • Choose a unique company name and ensure it complies with the laws.

  • Prepare the Articles of Association and the necessary statutory books.

  • Register the company with the Companies Registry and obtain the Certificate of Incorporation.

  • Comply with annual filing requirements and maintain the company's registered office in Hong Kong.


2. Sole Proprietorship 

A sole proprietorship business structure is suitable for small and one-person businesses that do not have significant business liabilities. Sole proprietorships are businesses that are owned and operated by a single individual. As these businesses are not incorporated entities, they do not possess a distinct legal identity. In essence, the owner and the business are regarded as a single entity. Unlike a private limited company, a sole proprietorship does not provide protection for personal assets or limited liability for its owner. Sole proprietorships often face challenges in raising capital and expanding their business, as investors are often reluctant to engage with unincorporated entities. Consequently, we advise against entrepreneurs utilizing sole proprietorship as a business entity for conducting their business.


3. General Partnership

A partnership is a type of business where two or more individuals establish and co-own the venture, sharing in its profits. In Hong Kong, a partnership can have up to 20 partners. Otherwise, it is recommended that the business register as a company. It's important to note that in a partnership, responsibilities are shared among the partners. As a result, a business registered as a partnership does not possess a separate legal identity, and all partners are personally held accountable for the debts, liabilities, and actions of the business, including those undertaken by other partners.


4. Limited Partnership

A limited partnership is a type of partnership that consists of both general partners and limited partners. General partners have unlimited liability for the partnership's obligations, while limited partners have liability limited to the extent of their capital contributions. Limited partners may also have limited involvement in the decision-making process.


FAQs

1. What are the core benefits of setting up a company in Hong Kong?

The core benefits of setting up a company in Hong Kong include a pro-business administration, a global financial hub, and a third position ranking in the World Bank's ease of doing business index. Other benefits include a simple taxation system, a launching pad for businesses in Asia, and global economic opportunities.


2. What is the process for business registration in Hong Kong?

The process for business registration in Hong Kong involves incorporating your company under the Companies Ordinance of Hong Kong. This includes fulfilling requirements such as having at least one shareholder and director, and a company secretary residing in Hong Kong.


3. Can I register a company in Hong Kong without being physically present?

Yes, you can register a company in Hong Kong without being physically present by using a registered agency for incorporation. These agencies have professionals with experience in business registration and can act as your company secretary, provide a registered office address, and assist with document preparation. Biz & Bird Corporate Services Limited, a TCSP-licensed corporate services provider (TC009081) with professional knowledge and diverse expertise in company incorporation and company secretarial services, can assist you in registering a company in Hong Kong.


4. What are the post-incorporation requirements for a company in Hong Kong?

Post-incorporation requirements for a company in Hong Kong include maintaining proper accounts, having them audited by a Certified Public Accountant, and submitting them to the Inland Revenue Department. Biz & Bird offers accounting, audit referral and taxation services to assist you in complying with the relevant regulations. Other requirements may include obtaining necessary licenses and permits for your business activities.


5. How can I search for a registered company in Hong Kong?

You can search for a registered company by using the company search function on the Hong Kong Companies Registry website. This allows you to find information on registered companies, including the company name, company type (e.g. private company limited by shares, private company limited by guarantee), business registration number, date of incorporation, etc.


6. What documents are required for company registration in Hong Kong?

The documents required for business registration include the completed incorporation form and business registration application form and a copy of the company's Articles of Association. After incorporating the company, the documents for appointing directors and company secretary, statutory books, SCR, resolution of board of directors, share certificates, company chop and common seal shall be prepared and kept properly.

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