How to Register a Company in Hong Kong & China – An Detailed Guide on Business Incorporation

For this guide, we solely introduce the setup criteria and method of a private limited company in this chapter, as it is the most common option for foreign investors.

Choosing a distinctive company name is usually the first step in the Hong Kong company registration procedure, which concludes with the issuance of a Certificate of Incorporation and business registration certificate. Two government agencies are primarily engaged in the process: the Inland Revenue Department’s Companies Registry and Business Registration Office.

Step 1: Choosing a Company Name for Registration

Investors can check the Companies Registry to see if the desired name is already registered (or if a similar name is already registered) and if it does not violate the intellectual property rights of other parties. A limited company must have “Limited” at the end of its name unless a specific application is submitted for not having “limited” in the Companies Registry. A company may be registered with an English name, a Chinese name, or an English and Chinese name; however, a company name that combines English words/letters and Chinese characters is not permitted.

Step 2: Key Considerations for Hong Kong Company Registration: Structure, Capital, and Office Address

The investor should choose the member of the intended company’s board of directors after deciding on a name for the business. The first shareholder, also known as the founder member, should get the director’s written consent and simultaneously obtain a copy of their identification card or passport and a copy of proof of residential address from the director.

The investor must determine the amount of capital and the number of shares to be given to the initial shareholder or shareholders as part of the Hong Kong company registration procedure. The minimum and maximum amounts of capital are not limited by the Companies Ordinance (Cap. 622). Depending on the operation’s needs and whether an additional license is needed for the planned business activity, the investor has the last say over how much cash the firm needs. These shares have no par values associated with them.

Prior to registration, the investor should also choose the registered office location, the company secretary, and the appointed representative of the important controllers register. One director may serve as the company secretary if there are two or more. A different individual should be chosen to act as the company secretary, nevertheless, if the investor will be the only director of the planned business. To serve as the company secretary, formal approval must be acquired. For a set yearly cost, the investor may also hire a professional business that is properly registered in Hong Kong to handle company secretarial services.

Step 3: Preparing registration documents and registering with the Companies Registry

In addition to paying the application fee for incorporation and the business registration fee and levy, the investor should prepare the registration documents, primarily the Articles of Association, the incorporation form, and a Notice to Business Registration Office, and submit them to the Companies Registry for registration.

Investors must pay the HK$1720 (US$220) application cost for incorporation when registering a Hong Kong business; if they use the “e-Registry” site, the charge may be reduced by 10%. Between 2024 and March 31, 2025, the business registration and levy charge is HK$2,200 (US$281) for a one-year certificate and HK$5,870 (US$751.6) for a three-year certificate. Investors have the option of registering for a period of one or three years. The Certificate of Incorporation and the Business Registration Certificate, which attest to the company’s legal existence, will be issued by the Companies Registry if the paperwork is filed in compliance with current laws and regulations.

Step 5: Make the company chop and print the Articles of Association

The investor should locate a service provider to have the firm print and cut the Articles of Association after it has been formally formed. Hong Kong has made it easier for businesses to complete their paperwork. They may now choose to use and retain the common seal, and their articles of association can be in electronic format.

The key compliance requirements for setting up a business in Hong Kong?

Annual compliance requirements

The benefit of limited liability through operating as a limited company also entails obligations in that the company must comply with the various provisions in the Companies Ordinance (Cap. 622). These obligations include the timely disclosure and reporting of specified information about the company, its officers and shareholders, and the like, as well as any changes in such data to the Registrar of Companies so that the public has ready access to the most recent information of the company kept by the Registrar of Companies. A company is a separate legal entity, that is, a legal person from its owners.

Compliance with the significant controller register

All Hong Kong-incorporated businesses, with the exception of listed ones, must abide by the significant controllers register requirements set forth by the Companies (Amendment) Ordinance 2018 (“the Amendment Ordinance”). Among the essential requirements outlined in the Amendment Ordinance are: Identify and identify the person or people who have significant control over the business; maintain a significant controllers register that law enforcement officers can access upon request; designate at least one person as the company’s representative to assist law enforcement officers with the company’s significant controllers registered.

Companies can identify a significant controller by looking through their articles of association, shareholders agreements, register of members, or other pertinent agreements. They can then send notices to anyone they believe to be the significant controller, as well as to anyone who should be aware of the substantial controller’s identity and obtain their necessary details.

Conclusion

It can be difficult to navigate Hong Kong’s business creation procedure, particularly for those unfamiliar with local laws and traditions. Think about getting expert help from incorporation experts, attorneys, or accounting organizations that focus on business creation and corporate services. These experts may offer helpful direction and assistance to guarantee a simple and easy integration procedure.