How to Set Up a Company in Hong Kong

Hong Kong is an international city with an open market, a stable political and legal environment, and favorable tax policies, which has attracted many local and overseas businesses and entrepreneurs to register companies here. This article covers the process, company types, required documents and costs involved in setting up a company in Hong Kong.

Types of Hong Kong Companies

Hong Kong companies can be classified into several types based on business model, ownership structure, governance and other factors:

Limited Company

A limited company is the most common and most popular type of company in Hong Kong. It is treated as an independent legal entity, and its owners only bear limited liability. Limited companies are divided into private limited companies and public limited companies: a private limited company may not issue shares to the public, while a public limited company may.

Branch Office

A branch office is a business registered outside Hong Kong that establishes a branch within Hong Kong. It typically operates under the parent company’s name and is controlled and supervised by the parent company.

Joint Venture

A joint venture is a company jointly established and funded by two or more companies or entities. Ownership and profit distribution follow each party’s contribution ratio, and the joint venture’s operations and management are also decided jointly by the parties involved.

Unlimited Company

An unlimited company’s owners have full control over the company’s profits and operations, but must also bear unlimited liability for the company’s debts. This means that if the company cannot repay its debts, shareholders must use their own assets to settle them.

Limited Partnership

A limited partnership consists of at least one limited partner and one general partner. A limited partner’s liability is limited to the amount they contributed, while a general partner bears unlimited liability for the company’s debts.

These company types differ in registration requirements, share transfer rules, corporate governance and other respects. Choosing the type that fits your business needs and goals is important.

The Process for Registering a New Company in Hong Kong

Step One: Company Name and Category Application

First, choose a suitable company name and confirm it is not already in use. Hong Kong’s Companies Registry reviews company name applications.

Choose the category that best fits your company:

1. Company limited by shares — members’ liability, under the articles of association, is limited to the amount unpaid on the shares they each hold.
2. Company limited by guarantee — the company has no share capital, and members’ liability is limited to the amount each member has undertaken to contribute toward the company’s assets if it is wound up. Non-profit organizations are typically registered as companies limited by guarantee.

Step Two: Preparing Documents

Under Hong Kong government requirements, documents needed to register a new company include the Articles of Association, the Incorporation Form (NC1), minutes of shareholder meetings, minutes of board meetings, a notice of appointment of company secretary, a Notice to Business Registration Office (IRBR1), and others. Identification and address proof documents for the company’s shareholders and directors are also required.

Step Three: Submitting Documents and Paying Government Fees

Documents are submitted to the Inland Revenue Department and the Companies Registry. Via the Companies Registry’s e-Registry one-stop online service, the Certificate of Incorporation and Business Registration Certificate are typically issued together within 1 business day of submission — sometimes within about an hour. A hard-copy submission takes longer, about 4 working days.

Step Four: Obtaining the Business Registration Certificate

If the application is approved, you receive the Certificate of Incorporation (CI) and the Business Registration Certificate (BR). These certificates are issued electronically or in print, depending on the form of the application submitted.

Step Five: Setting Up a Company Bank Account

A newly established company needs to open a bank account to handle its funds and transfers. Hong Kong banks generally require a minimum deposit, and the amount required varies by bank. Before opening a bank account, the company’s business registration and incorporation must be completed first, in order to obtain the documents required to open the account.

The above is the general process for registering a new Hong Kong company. The specific process may vary case by case, and preparation and applications should be adjusted accordingly. It is also advisable to seek professional help to ensure all procedures and paperwork are legally correct.

Documents Required to Register a New Company in Hong Kong

Articles of Association

This document contains the company’s basic rules and governance mechanisms. It must be approved by the company’s board of directors and submitted to the Companies Registry for review.

Incorporation Form

This contains the company’s basic information, such as its name, directors, shareholders and company secretary. It must be signed by a company representative and submitted to the Companies Registry for review.

Identification Documents of Shareholders

Identification documents for all shareholders, such as passports or Hong Kong identity cards, are required.

Identification Documents of Directors

Identification documents for all directors (management) of the company, such as passports or Hong Kong identity cards, are required.

Appointment of Company Secretary

A company secretary must be appointed, and the letter of appointment submitted.

Share Allocation Table

This records the share allocation of all the company’s shareholders.

Minutes of Board Meetings

Minutes of board meetings held before incorporation must be submitted, showing that the company’s formation was approved by the board.

Note that specific document requirements may vary case by case — for example, if a shareholder is itself a company, that company’s relevant documents will also be required. It is advisable to check the required document list with the Companies Registry before applying, to ensure all documents are correct and complete.

What Is a Company “Green Box”? What’s Inside It?

In Hong Kong, after a secretarial company registers a limited company for a client, they traditionally provide the client with a green box, commonly known as the “green box.” It contains the company’s records, produced as the company is formed and registered. Inside the green box, you will find the statutory documents related to the company’s registration and various record books required to meet statutory company law requirements. The green box typically includes:

Signature stamp: Also called a financial chop or a long chop. Usually purple or blue in color and used for signing contracts. It is generally used for bank account matters (checks, remittances, withdrawal slips, transfer slips) and for the company’s business contracts and internal documents.

Round stamp: A small round chop, also called a correction chop. It has double edges with an inner circle, the company’s English name around the outer ring, plus asterisks, usually made as a self-inking stamp, in purple or blue. Its main purpose is to be stamped beside a correction wherever a mistake has been made; it can also serve as a financial chop, though it is best avoided during the contract-signing process itself.

Common seal: Often referred to as the “steel seal” (common seal), it bears the company’s name and is typically first stamped onto a sticker, which is then affixed to the document. Certain legal documents and deeds require the use of the common seal. Under the new Companies Ordinance from 2014, Hong Kong companies may choose to operate without a common seal.

Articles of Association: A green booklet setting out the company’s internal rules, covering directors, shareholders and other matters.

Share certificate book: The proof documents used to transfer or trade the company’s shares.

Statutory records: Records of directors, company secretary, shareholder details, minutes of board meetings, minutes of shareholder meetings, statutory forms and more.

Business Registration Certificate / Certificate of Incorporation: Both serve as proof that the company was formed. Each Business Registration Certificate is valid for one year and must be renewed within one month after each anniversary date.

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