November 25, 2024
KEY REQUIREMENTS FOR SEAMLESS COMPANY INCORPORATION IN HONG KONG
Setting up a company in Hong Kong is a relatively simple process, though it requires accurate documentation to ensure compliance with legal requirements. Whether a local entrepreneur or an international investor, understanding the essential information needed for incorporation is crucial for a smooth and compliant setup. Below is a comprehensive guide outlining the critical details required to successfully register a company in Hong Kong.
COMPANY NAME AND BUSINESS DETAILS
- Proposed Company Names: Provide a list of desired company names. A name search will be conducted to check the availability of your preferred name.
- Business Description: A brief outline of the primary activities the company will engage in, such as a home-based business, service provider, or manufacturing.
INFORMATION FOR LOCAL DIRECTORS, SHAREHOLDERS, AND BENEFICIAL OWNERS
- Local Hong Kong Nationals: Provide a copy of the Hong Kong ID and proof of residential address for proposed directors, shareholders, and beneficial owners.
- Foreign Nationals: For foreign directors, shareholders, or beneficial owners, submit a copy of the passport, proof of foreign residential address, and national identity card (if applicable). There are no restrictions on foreign ownership, and a foreigner can hold 100% of the shares.
INFORMATION FOR TRUSTS AND CORPORATE SHAREHOLDERS
- Trust Information: If the company is established under a trust, provide the Trust Deed along with copies of relevant documents such as NRIC/passport, proof of address, and settlor, trustee, and beneficiaries.
- Corporate Shareholders: If the shareholder is a corporate entity, supply the Memorandum & Articles of Association/Constitution, Business Incorporation Certificate, Certificate of Incumbency, proof of registered address, corporate structure chart, and a board resolution detailing the shareholding and appointment of directors.
SHAREHOLDING INFORMATION
- Breakdown of Shareholding Percentages: If there are multiple shareholders, provide the exact percentage distribution of shares.
- Beneficial Ownership Information: If the beneficial owner is not listed as a shareholder, provide relevant details.
- Issued and Paid-Up Capital: The minimum paid-up capital required for incorporation is HK$1.
REGISTERED OFFICE ADDRESS
- Registered Office Address: Provide the address of the Hong Kong registered office. If no address is available, we offer a Registered Office Service to assist with this requirement.
CONTACT INFORMATION AND OCCUPATION DETAILS
- Personal Information: Contact details (name, telephone, email) and occupation of all individuals involved in the company (directors, shareholders, beneficial owners, agents, etc.) must be submitted.
- Politically Exposed Persons (PEP) Declaration: A written confirmation (via email is acceptable) from each director, nominee director, shareholder, beneficial owner, and settlor that they are not a Politically Exposed Person (“PEP”). A PEP is defined as someone who holds or has held a prominent public function, either in Hong Kong or internationally.
BUSINESS OPERATIONS DETAILS
- Principal Place of Business: The location where the business operations will be carried out.
- Source and Origin of Funds: Indicate the source of capital used or to be used in the business, such as income from employment, business, or investments.
- Expected Customers and Suppliers: Provide an overview of where the company’s customers and suppliers will be located, whether locally in Hong Kong or internationally.
- Purpose of the Company: Clearly state the purpose of incorporating the company in Hong Kong (e.g., business operations, investment holding, etc.).
- Estimated Annual Turnover: Estimate the projected turnover for the company, including both incomes generated from Hong Kong and international sources.
- Business Operation Location: Indicate whether the business operations will be based primarily in Hong Kong.
CONCLUSION
To ensure a smooth and efficient company incorporation process in Hong Kong, it is essential to provide all the required information upfront. The Hong Kong company registration process is streamlined, but it relies on the accuracy and completeness of the documentation submitted. Providing the correct information about company name, business activities, ownership structure, and financial details ensures that the process can proceed without unnecessary delays.
FAQs
- Choose a legal entity.
- Submit the necessary application documents.
- Obtain the required business certificates.
- Acquire any relevant permits and licenses.
Yes. According to the Inland Revenue Department (IRD), any form of trade, commerce, or profession that generates revenue must be registered.
Yes. The requirement to register applies to home-based businesses as well, as long as they are involved in trade, commerce, or any profession for profit, they must be registered with the Companies Registry.
Yes, foreigners can register a company in Hong Kong. However, they are required to appoint a local Company Secretary (CS) who will handle document filing and ensure compliance with statutory requirements at the Company Registry. It is advisable for foreigners to consult corporate service providers to assist with the process.
- A company name and its legal framework.
- Identification documents for the company secretary, directors, and shareholders.
- Share capital details.
- Proof of a business address.
- Public disclosure of company information.
- Signed incorporation documents by the authorized partners.
- A company account.
Anyone over the age of 18, whether local or foreign, can register a company in accordance with the Companies Ordinance in Hong Kong.
Business registration can be done through the e-Registry platform or the CR eFiling mobile app, both of which are electronic filing services provided by the Companies Registry.
No, these two are different. A business or company must first be incorporated before it can be officially registered. Company registration is a legal process that businesses must follow to operate.
Eligible persons can apply for an exemption if their monthly sales do not exceed a specific limit:
|
Service-based businesses |
$10,000 |
|
Others |
$30,000 |
Application is prescribed to be filed on Form 3 and can be submitted either in person, via post, or GovHK. However, this does not apply to companies required to register under the Companies Ordinance. Business owners who also own two or more businesses in this section are not eligible to apply.
Yes. Sole proprietors must follow the requirements set by the Inland Revenue Department’s Business Registration Office and obtain a Business Registration Certificate.
- Select a company name (subject to approval).
- Appoint a Designated Representative (DR).
- Appoint directors, shareholders, and a company secretary.
- Prepare share capital details.
- Register a physical business address.
- Submit company details to the Companies Registry in Hong Kong.
The board of directors and shareholders can be of any nationality and reside anywhere globally. However, the company secretary must be a resident of Hong Kong. If a corporate body serves as the secretary, it must have a registered office in Hong Kong.
Yes. If there are changes or the business ceases, you must notify the Commissioner of Inland Revenue within one month. Appropriate forms must be filed with the Business Registration Office, such as:
- IRC3110A: Change of Business Name
- IRC3111A: Change of Business Address
- IRC3113: Cessation of Business
- IRBR64: Change of Partners
- IRBR193: Change of Business Nature
- IRBR200: Commencement of Business by Corporation
At least one director is required for registering a company in Hong Kong, with no maximum limit. Directors must be over 18 years of age and must not have any legal restrictions.
Yes. In accordance with Hong Kong’s company laws, information about directors, shareholders, and the company secretary is publicly accessible.
A business name must not be identical to an existing or reserved name. It should include the suffix “Limited” (not “Ltd”). You can check name availability at the Registry’s Cyber Search Center.
The fastest company registration can be completed within one day if all legal requirements are met. On average, it takes about 5-7 business days for foreigners to incorporate a company in Hong Kong.
You can renew your registration by scheduling an appointment with the Business Registration Office and providing your previous registration documents and certificate. Alternatively, you can mail the necessary documents along with a crossed cheque for renewal fees.
The Company Registration Number (CRN) is an identification number for your company, used for legal and governmental purposes. It can be found on the top left corner of your Certificate of Incorporation.
The Hong Kong Inland Revenue Department issues a Business Registration Number (BRN), which serves as your Tax Identification Number (TIN). It is required for filing annual returns and fulfilling tax obligations in Hong Kong.
The most common business entity in Hong Kong is a Private Company Limited by Shares. This type of entity is separate from its members and is often recommended for startups looking to protect personal assets from business liabilities.
The Business Registration Office will issue the certificate upon registration. Once obtained, it must be displayed in your business premises for inspection by relevant authorities.
Yes. The company secretary ensures legal compliance and manages auditing responsibilities. Shareholders or directors cannot act as the company secretary.
You can check company registration details through the Company Search Mobile Service (CSMS) offered by the Integrated Companies Registry Information System (ICRIS). This service provides access to business documents and officer information.
Yes. A single person can register a company in Hong Kong as long as he meet all statutory requirements. The minimum number of shareholders and directors is one, with the secretary required to be a Hong Kong resident.
Once registered, your business may enjoy government support, tax benefits, and legal protection. You can operate your business globally, access the Mainland China market, and benefit from streamlined tax systems and various government programs.
A company must have at least one shareholder, with a maximum of 50. Shareholders can be of any nationality, and 100% foreign ownership is allowed.
No. You do not need to be physically present in Hong Kong if you work with a corporate service provider. However, if you plan to open a corporate bank account, physical presence may be required.
No, foreign owners can operate their Hong Kong company from anywhere in the world. There are no legal requirements for them to relocate to Hong Kong.
The Business Registration Ordinance (Chapter 310, Laws of Hong Kong) governs the registration of businesses operated by individuals, partnerships, or local companies in Hong Kong. It also applies to non-Hong Kong businesses.
Some banks allow the opening of a corporate account without physical presence in Hong Kong, provided signed documents are submitted at overseas branches. However, new accounts cannot be opened entirely online due to Hong Kong’s anti-money laundering regulations.
After registration, you will receive a Certificate of Incorporation. This certificate is accepted by both local and international authorities as proof of your company’s legal existence.
Yes, a local address is required for registering a business in Hong Kong. This address does not need to be a commercial property; it can be the residential address of a director or shareholder.
Registered capital represents the maximum financial liability of the company, as per legal requirements. The issue of shares must not exceed this registered capital.
No. Registered capital does not require verification, regardless of the amount.
Yes, a fee must be paid when increasing registered capital, along with the completed form, to the Companies Registry. A shareholders’ general meeting must be held before submitting a resolution.
Yes, Hong Kong law allows a single person to serve as both a shareholder and director, provided they meet.
- Choose a legal entity.
- Submit the necessary application documents.
- Obtain the required business certificates.
- Acquire any relevant permits and licenses.
Yes. According to the Inland Revenue Department (IRD), any form of trade, commerce, or profession that generates revenue must be registered.
Yes. The requirement to register applies to home-based businesses as well, as long as they are involved in trade, commerce, or any profession for profit, they must be registered with the Companies Registry.
Yes, foreigners can register a company in Hong Kong. However, they are required to appoint a local Company Secretary (CS) who will handle document filing and ensure compliance with statutory requirements at the Company Registry. It is advisable for foreigners to consult corporate service providers to assist with the process.
- A company name and its legal framework.
- Identification documents for the company secretary, directors, and shareholders.
- Share capital details.
- Proof of a business address.
- Public disclosure of company information.
- Signed incorporation documents by the authorized partners.
- A company account.
Anyone over the age of 18, whether local or foreign, can register a company in accordance with the Companies Ordinance in Hong Kong.
Business registration can be done through the e-Registry platform or the CR eFiling mobile app, both of which are electronic filing services provided by the Companies Registry.
No, these two are different. A business or company must first be incorporated before it can be officially registered. Company registration is a legal process that businesses must follow to operate.
Eligible persons can apply for an exemption if their monthly sales do not exceed a specific limit:
|
Service-based businesses |
$10,000 |
|
Others |
$30,000 |
Application is prescribed to be filed on Form 3 and can be submitted either in person, via post, or GovHK. However, this does not apply to companies required to register under the Companies Ordinance. Business owners who also own two or more businesses in this section are not eligible to apply.
Yes. Sole proprietors must follow the requirements set by the Inland Revenue Department’s Business Registration Office and obtain a Business Registration Certificate.
- Select a company name (subject to approval).
- Appoint a Designated Representative (DR).
- Appoint directors, shareholders, and a company secretary.
- Prepare share capital details.
- Register a physical business address.
- Submit company details to the Companies Registry in Hong Kong.
The board of directors and shareholders can be of any nationality and reside anywhere globally. However, the company secretary must be a resident of Hong Kong. If a corporate body serves as the secretary, it must have a registered office in Hong Kong.
Yes. If there are changes or the business ceases, you must notify the Commissioner of Inland Revenue within one month. Appropriate forms must be filed with the Business Registration Office, such as:
- IRC3110A: Change of Business Name
- IRC3111A: Change of Business Address
- IRC3113: Cessation of Business
- IRBR64: Change of Partners
- IRBR193: Change of Business Nature
- IRBR200: Commencement of Business by Corporation
At least one director is required for registering a company in Hong Kong, with no maximum limit. Directors must be over 18 years of age and must not have any legal restrictions.
Yes. In accordance with Hong Kong’s company laws, information about directors, shareholders, and the company secretary is publicly accessible.
A business name must not be identical to an existing or reserved name. It should include the suffix “Limited” (not “Ltd”). You can check name availability at the Registry’s Cyber Search Center.
- Business licenses
- Federal and state tax identification number
- Online license services
- Operating licenses
- Environmental permits and licenses
- Sales tax permit
- Home occupation permit
- Professional/occupational licenses
The fastest company registration can be completed within one day if all legal requirements are met. On average, it takes about 5-7 business days for foreigners to incorporate a company in Hong Kong.
You can renew your registration by scheduling an appointment with the Business Registration Office and providing your previous registration documents and certificate. Alternatively, you can mail the necessary documents along with a crossed cheque for renewal fees.
The Company Registration Number (CRN) is an identification number for your company, used for legal and governmental purposes. It can be found on the top left corner of your Certificate of Incorporation.
The Hong Kong Inland Revenue Department issues a Business Registration Number (BRN), which serves as your Tax Identification Number (TIN). It is required for filing annual returns and fulfilling tax obligations in Hong Kong.
The most common business entity in Hong Kong is a Private Company Limited by Shares. This type of entity is separate from its members and is often recommended for startups looking to protect personal assets from business liabilities.
The Business Registration Office will issue the certificate upon registration. Once obtained, it must be displayed in your business premises for inspection by relevant authorities.
Yes. The company secretary ensures legal compliance and manages auditing responsibilities. Shareholders or directors cannot act as the company secretary.
You can check company registration details through the Company Search Mobile Service (CSMS) offered by the Integrated Companies Registry Information System (ICRIS). This service provides access to business documents and officer information.
Complete the IRBR 37 form, pay the required fee on the registration office’s website, and you will receive your Business Registration Certificate.
Yes. A single person can register a company in Hong Kong as long as they meet all statutory requirements. The minimum number of shareholders and directors is one, with the secretary required to be a Hong Kong resident.
Once registered, your business may enjoy government support, tax benefits, and legal protection. You can operate your business globally, access the Mainland China market, and benefit from streamlined tax systems and various government programs.
A company must have at least one shareholder, with a maximum of 50. Shareholders can be of any nationality, and 100% foreign ownership is allowed.
No. You do not need to be physically present in Hong Kong if you work with a corporate service provider. However, if you plan to open a corporate bank account, physical presence may be required.
No, foreign owners can operate their Hong Kong company from anywhere in the world. There are no legal requirements for them to relocate to Hong Kong, but they must comply with residency requirements for appointed officers.
The Business Registration Ordinance (Chapter 310, Laws of Hong Kong) governs the registration of businesses operated by individuals, partnerships, or local companies in Hong Kong. It also applies to non-Hong Kong businesses.
Some banks allow the opening of a corporate account without physical presence in Hong Kong, provided signed documents are submitted at overseas branches with a witness. However, new accounts cannot be opened entirely online due to Hong Kong’s anti-money laundering regulations.
After registration, you will receive a Certificate of Incorporation sent to your registered address. This certificate is accepted by both local and international authorities as proof of your company’s legal existence. You can also obtain a Certificate of Good Standing, which serves as proof of ongoing registration.
Yes, a local address is required for registering a business in Hong Kong. This address does not need to be a commercial property; it can be the residential address of a director or shareholder.
Registered capital represents the maximum financial liability of the company, as per legal requirements. The issue of shares must not exceed this registered capital.
No. Registered capital does not require verification, regardless of the amount.
Yes, a fee must be paid when increasing registered capital, along with the completed form, to the Companies Registry. A shareholders’ general meeting must be held before submitting a resolution.
Yes, Hong Kong law allows a single person to serve as both a shareholder and director, provided they meet.
For more information or queries, please email us at
[email protected]
Hong Kong, one of the important economic powerhouses in the world for company setup, attract investors to do business in the country due to many reasons. From its strategic location to access the huge Mainland China markets to its vibrant investment environment for business registration, Hong Kong makes the top choice for many foreign investors for company registration.
Author: Chandrawat & Partners
Topic: Setting up a company in Hong Kong
For more information or queries, please email us at
[email protected]
Key Contact
Surendra Singh Chandrawat
Managing Partner
