How to Register a Company in Hong Kong | EntityFlo

How to Register a Company in Hong Kong | EntityFlo

Registering a company in Hong Kong costs HKD $1,720, takes 1–4 days via the Companies Registry's CR eFiling portal, and gives you access to one of the world's most internationally respected jurisdictions. A locally resident company secretary is mandatory. Here's exactly how to do it.

The Companies Registry is Hong Kong's authority responsible for company incorporation and the public register of companies. All companies are registered under the Companies Ordinance (Cap. 622) .

Registration is done online through CR eFiling at eregistry.gov.hk.

Hong Kong also has a separate Business Registration Office (under the Inland Revenue Department) — registering a company and obtaining a Business Registration Certificate are two different processes, both required.

Hong Kong occupies a unique position as a gateway between mainland China and global markets:

No capital gains tax No withholding tax on dividends Territorial tax system: only profits derived from Hong Kong are taxed (16.5% corporate profits tax) Strong rule of law (English common law system) Access to China: proximity to, and business relationships with, mainland China Internationally recognised corporate structure Free port: no customs tariffs

For businesses with China operations or Asia Pacific ambitions, Hong Kong remains a compelling incorporation jurisdiction despite geopolitical changes.

Type Description Best For Private Company Limited by Shares Standard private limited company Most businesses, regional HQs Public Company Limited by Shares Can offer shares to the public, HKEX listing eligible Listed companies Company Limited by Guarantee No share capital Charities, NFPs Unlimited Company Unlimited liability Rare, specific professional structures Non Hong Kong Company Overseas company registered to operate in HK Foreign companies with HK operations

For international businesses, Private Company Limited by Shares is the standard choice.

1. Company Name Name reservation is done before incorporation (like Singapore, unlike Australia/UK) Submit a name search/reservation to the Companies Registry The name must be in English, Chinese, or both (one version only, not a translation) Must not be identical to an existing registered name Must not be undesirable, misleading, or suggest government/royal association Certain words require prior approval (e.g., "Bank," "Trust," "Insurance")

Name reservation fee: Included in the incorporation fee. Name reserved for 3 months.

2. Registered Office Address Must be a physical address in Hong Kong (not a PO box) Must be open and accessible during business hours This is where all official correspondence and legal documents are sent Can be your corporate secretarial firm's address (standard practice)

3. Director Details Hong Kong has no residency requirement for directors. Directors can be based anywhere in the world.

For each director: Full legal name (as on passport) Passport number and country of issue (for foreign directors) Hong Kong ID number (for HK residents) Residential address Date of birth Nationality

Minimum: one director. The sole director can also be the sole shareholder, but cannot be the company secretary (a single individual cannot hold both roles simultaneously).

4. Shareholder Details Full name and address of each shareholder Number and class of shares For corporate shareholders: jurisdiction and company registration number

5. Share Structure Minimum one share must be issued Hong Kong uses nominal value shares (par value) Most companies issue ordinary shares at HKD $1 nominal value Determine total authorised share capital and initial issued capital

This is Hong Kong's critical requirement:

Every Hong Kong company must have a company secretary who: Is ordinarily resident in Hong Kong (for individual company secretaries) OR is a body corporate with its registered office or a place of business in Hong Kong (for corporate secretaries) Must not be the sole director of the company

The company secretary is responsible for ensuring the company meets its statutory obligations — filing returns, maintaining registers, organising board meetings, keeping minutes.

If you don't have someone locally resident to serve as company secretary, you must engage a professional corporate secretarial firm. This is standard practice and budget HKD $3,000–$8,000/year for basic company secretarial services.

7. Articles of Association Hong Kong's Companies Ordinance provides model articles as defaults. You can adopt the model articles unchanged or prepare custom articles. For most companies: adopt the model articles.

Step 1: Reserve Your Company Name Submit a name search/application to the Companies Registry via CR eFiling. The Companies Registry usually processes name reservations within 1 business day.

Step 2: Prepare Incorporation Documents Once your name is approved, prepare: Form NNC1 (application for incorporation of a private company) Articles of Association (or adoption of model articles) Notice of Situation of Registered Office ( Form NR1 ) Particulars of Directors and Company Secretary ( Form NRC1 ) Form IRBR1 (application for Business Registration Certificate — submitted simultaneously)

Step 3: Submit via CR eFiling File the incorporation application through CR eFiling with all required forms.

This can also be done through a licensed corporate services provider if you prefer not to file directly.

Step 4: Simultaneously Apply for Business Registration Certificate At the same time as incorporation, you must apply for a Business Registration Certificate (BRC) from the Inland Revenue Department.

BRC fee: approximately HKD $2,150/year (or HKD $5,200 for 3 years — the 3 year rate saves money and reduces admin).

The BRC is separate from your Certificate of Incorporation — it's your licence to operate a business in Hong Kong.

Step 5: Receive Your CR Number Within 1–4 business days , you'll receive: Certificate of Incorporation with your CR number (Company Registration number) Business Registration Certificate

Your company is now incorporated and licenced to trade.

Step 6: Open a Hong Kong Business Bank Account Hong Kong banks conduct thorough KYC. Major local banks: HSBC, Hang Seng, Standard Chartered, Bank of China HK — thorough due diligence, may require director visit in some cases DBS, Citibank — international banks with HK operations Airwallex, Wise Business — faster to open, good for international payments

Non resident directors should expect additional documentation requirements.

Annual Return (NAR1) Every year, within 42 days of the anniversary of incorporation, file the Annual Return (Form NAR1) with the Companies Registry.

Filing fee: HKD $105 (online, for private companies)

The Annual Return discloses directors, shareholders, share capital, and registered office details as at the anniversary date.

Late filing penalties are significant — HKD $870 for filing 1 to 3 months late; HKD $1,740 for 3 to 6 months late; HKD $2,610 for 6 to 9 months late; HKD $3,480 for 9+ months late.

Business Registration Certificate Renewal Renew your BRC annually (or every 3 years). Fee: approximately HKD $2,150/year. The Companies Registry sends a renewal notice, but it's your responsibility to renew on time.

Profits Tax Return File an annual Profits Tax Return with the Inland Revenue Department.

First tax return is typically issued around 18 months after incorporation Standard corporate profits tax rate: 16.5% First HKD $2 million of assessable profits: 8.25% (half rate for corporations) Territorial tax: only profits sourced from Hong Kong are taxable