How to register a Hong Kong company? Here comes the latest guide
2023-04-11
As an international business and financial center, Hong Kong has attracted many companies to register and start their business. For companies wishing to incorporate in Hong Kong, it is important to understand the relevant registration process and regulations. In this article, we will provide you with a detailed guide to registering a company in Hong Kong to help you understand the registration process and complete your company registration smoothly.
What should I pay attention to when opening a company in Hong Kong?
Before opening a company, you have to decide whether the type of business you want should apply for a limited company or an unlimited company; decide which members of the company’s directors and shareholders will serve; then decide on the Chinese or English name of the company, and finally decide where the registered office will be located.
What is an Unlimited Company? What is the difference between a limited company and a corporation? The cost of opening a company:
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Ltd. |
Sole proprietorship / Partnership |
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Eligibility |
Hong Kong residents and non-Hong Kong residents |
Hong Kong residents only |
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Number of founders |
1 to 50 |
1 to 20 |
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Time required |
Available on the same day |
Today to 2 working days |
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Government Fees |
Company registration fee: HK$1,720 |
Business Registration Fee: HK$2,150 (Starting from 1 April 2023) |
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Required preparation files |
Incorporation Form. |
Hong Kong Identity Card |
Open Unlimited (Sole Proprietorship / Partnership)
It takes only one to two working days to obtain a business registration.
Once the business is closed, the owner and shareholders will be responsible for all debts of the company. However, since it is not too expensive to open a company for accounting and auditing, the tax filing procedure is also very simple, just fill out the relevant items according to the tax form.
Moreover, unlimited companies are simple to form, as long as two shareholders trust each other to form a company, eliminating the need for complicated legal registration procedures.
So it is more suitable for simple business scale, or small business.
For example : online stores, grocery stores, etc.
Ltd.
A limited company also represents a limited liability company where the shareholders are legally liable for the debts of the company only to the extent of their own capital contribution, thus preventing creditors from recovering debts from the shareholders in relation to the shortage of funds of the company.
In terms of taxation, a limited company is different from an unlimited company in that it requires an audit after the accounts have been prepared in order to file a tax return.
The number of shareholders of a limited company is limited to about 1 to 50. Due to the small number of shareholders, the company registration process is very simple and can be completed in as little as two to three working days.
The advantages of opening a company in Hong Kong: the structure of the company and the flow of shares are also very clear, which can increase the confidence of shareholders.
Therefore, start-ups, small and medium-sized businesses, or family businesses with high trust relationships are all suitable options.
What are the advantages of opening a Hong Kong limited company in the market?
1.Excellent location: Hong Kong is located in the center of Asia, an international business and financial center with convenient trade and logistics network, and is a superior trade hub.
- Tax incentives: Hong Kong’s tax system is very favorable, with a corporate income tax rate of only 16.5% and no other taxes such as value-added tax, consumption tax or customs duties, which can help companies reduce costs globally.
- Stable legal environment: The legal environment in Hong Kong is very stable. The legal system based on English law and the efficient judicial process is another factor that attracts companies to set up companies in Hong Kong.
- Free flow of capital: Hong Kong is a free economy with free currency exchange and capital flow, and capital can be transferred freely around the world.
- Rich business opportunities: Hong Kong is rich in business opportunities and markets, and it is one of the most dynamic financial markets in Asia, attracting many multinational companies to set up their business.
- Convenient management: Hong Kong’s company management regulations are relatively simple, and the company registration and management process is also relatively convenient, allowing companies to focus more on business development.
In short, Hong Kong, as an international and modernized economy, offers a wealth of business opportunities and preferential policies to help companies better develop their business and expand their market share.
What else do I need to prepare before opening a company?
- directors, company secretary and shareholders of the Company
Each private limited company shall have at least one director who is a natural person and one company secretary.
Director – If a company has only one director, that director may not also serve as the company secretary of that company.
The directors of a limited company are chosen by the general meeting and may be elected by vote among the shareholders.
Have decision-making power over the day-to-day affairs of the company
Company Secretary – to ensure that the administrative and legal duties of the Company are adequately performed and to act as an advisor on corporate governance.
If the company secretary is a natural person, he/she must be ordinarily resident in Hong Kong.
If the company secretary is a body corporate, its registered office or principal office must be in Hong Kong.
Shareholders – Shareholders are also an integral part of a Hong Kong company, and often serve as directors or secretaries at the same time.
- Significant Controllers
The Companies Ordinance 2018 (Cap. 622) provides that a company incorporated in Hong Kong shall identify the persons who have significant control over it (i.e. significant controllers) and shall keep a register of significant controllers which shall be available for inspection by law enforcement officers upon request.
That is, a shareholder is a significant controller of the company if he or she is entitled to more than 25% of the company’s shares or voting rights, or even the right to appoint or remove the board of directors.
The shareholders’ information must be entered in the register of significant shareholders.
- Designated representative
Each company shall designate at least one person as the company’s representative to provide assistance to the law enforcement officers in matters relating to the register of significant controllers of the company.
The designated representative of the company must be any of the following: a shareholder, director or employee of the company, and must be a natural person resident in Hong Kong;
or accounting professionals, legal professionals or trust or corporate services licensees.
- Company Name
First of all, the company name must be unique, if the company name is too similar, there is a chance that you need to change the name in order to be successful in the application.
In addition, after deciding on a company name, it is also recommended to use the Intellectual Property Department’s online search system to check the trademark records to avoid the risk of “counterfeiting” or trademark infringement.
- registered address
According to the law, a Hong Kong business address must be used as the company’s registered address to set up a Hong Kong company.
Since the registered address will be made public during the company search, government agencies may visit the company from time to time or check the registration.
Therefore, there are some accounting offices, business centers or secretarial companies, will also provide addresses for company business registration and communications.
The basic registered address is around HK$100 per month, which generally includes registered business address, mail and parcel collection for the company, as well as the provision of a mobile electronic water sign with the company name in Chinese and English.
Therefore, the use of registered addresses or virtual office services is legal and very common in Hong Kong.
Before selecting a registered address service for your company, you should pay attention to the quality of the company’s service provider as well as the license of the company’s service provider.
It is illegal to provide the services of a company without a license, and there is a chance that the company will be ordered to cease operations as a result.
Users need to change their address within a short period of time, which adds unnecessary trouble to their business.
So it’s not easy to find the right virtual office provider for your business needs.
A quality virtual office can expand your business while reducing operating costs and moving toward achieving your business goals.
In addition to checking the license, we also need to pay attention to the following.
- The quality of the building where the registered address is located, whether it meets the legal requirements and at the same time enhances the reliability of the company.
- Is the location of the registered company ideal, is it convenient to travel to and from the file and transportation, and will there be a good day when the sun falls and the rain falls?
- The size and goodwill of the service company, to understand whether there is relevant operational experience and whether the service provider has a certain degree of popularity in the market to protect the interests of the company.
- The quality of services and service providers, whether the service providers have sufficient customer service communication skills or professional services to help build the image of the company.
- Whether the fees are reasonable and whether the fees are clearly explained, and whether there should not be hidden costs to avoid too much loss to the enterprise’s finance.
Once all the above mentioned information is prepared, you can decide the process of opening a limited company / Unlimited company process will be handled by yourself at the company registry or entrusted to a registered company in the market to assist in opening a company.
After you have successfully registered your company, there are still some documents that need to be filed every year.
Annual General Meeting, Annual Declaration, etc.
If a company does not meet the time limit for submission, the company will be required to pay unnecessary fines.
Therefore, when a company is registered with an accounting firm or a secretarial firm, most of the services will include basic secretarial services for the first year, and the company secretary will provide professional consultation and advice to ensure that the company operates in compliance.
These include filing with the Registrar of Companies regarding changes in the structure of the company, shareholders and directors, preparing and filing annual returns, preparing the agenda for board meetings and arranging annual general meetings for the company, etc.
Preparing to open a company
Limited Company Application Process
Drafting a company name → choosing a registered address → submitting documents and paying government fees → obtaining a business registration certificate → setting up a company bank account
- Submission of documents and payment of government fees
If you want to set up your own limited company, you need to submit your own application to the Registrar of Companies.
The company opening documents to be submitted include.
- incorporation form
- Articles of Incorporation
- Notice to Business Registration Office
Then, you can submit the documents to the tax office and the company registry by e-Registration, by mail, or by company secretary. It takes about six to eight working days from the submission of the application to the successful acquisition of business registration.
However, there are many one-stop services for opening a company in Hong Kong and bank account booking services in the market, the price of which only ranges from about $1000 – $2000.
So there are many people who choose to appoint a company secretary is more people choose, because the establishment process is both convenient and simple.
In addition to the business registration and incorporation forms, we also prepare other related documents such as bank account opening meeting minutes, accountant’s certification documents, articles of incorporation, etc. We also provide professional assistance throughout the process.
- Obtain a business registration certificate
If your application is approved, you will receive a Certificate of Incorporation and a Business Registration Certificate.
Depending on the form of delivery of the application, the relevant certificate will be issued in electronic form or in hard copy.
In addition to the Certificate of Incorporation and Business Registration Certificate, it also includes all the documents that the company will need in the future, such as the company stock book, the company record book, the company seal and the company secretary service.
(*What is the purpose of the file in the green box of the company registration?
When registering a limited company in Hong Kong, you will need to submit a series of documents that are placed in a green folder called the “green box” for company registration. The functions of these files are as follows:
①Articles of Incorporation: The Articles of Incorporation are the organizational documents of the company, which stipulate the purpose, scope, shareholding, rights and obligations of directors and shareholders, decision-making procedures and management of the company. It plays an important role in the operation, management and governance of the Company.
②Certificate of Incorporation: The certificate of incorporation is a document certifying that the company is legally registered in Hong Kong and is a legal document certifying the company. If you need to apply for company account opening, loan application and other business, you need to provide the certificate of incorporation.
③Company register: The company register is an important document for recording the identity, address, share ratio and other information of the shareholders, directors and secretary of the company. Companies are required to submit an updated register of companies to the Hong Kong Companies Registry during the annual registration.
④ Resolutions of the shareholders’ meeting and resolutions of the board of directors: Resolutions of the shareholders’ meeting are the record documents of the decisions made by the shareholders in the affairs of the company, and resolutions of the board of directors are the record documents of the decisions made by the directors of the company in the management of the company. These documents serve as proofs of the Company’s internal decisions and help to ensure transparency and regularity of the Company.
⑤ These documents are required during the company registration process and are important legal documents for the company. They help to ensure that the company operates legally and transparently and provide protection for the company’s development. (At the same time, these documents also provide the basis and support for the company in its future business management and governance.)
- Bank account opening
Banks in Hong Kong usually require a minimum deposit amount, and each bank requires a different amount of deposit.
In order to prevent the use of banking systems by international criminal groups or money laundering syndicates, banks may require customers to provide the identity and nationality information of the holders of corporate interests.
Some banks may even require customers to pay a registration fee, and after one to two months of bank approval, they may not be able to open a corporate account.
Before opening a bank account, you must first complete your company’s business registration and company incorporation process to obtain the necessary documents to open an account.
In fact, banks mainly require proof of the company’s business, such as major business contacts, supplier information, shareholder identification documents, etc.
During the account application process, you may also inquire about the nature of the company’s business, source of funds, etc. Most banks even require proof of the company’s business, so the secretarial firm usually helps with the official documents of these companies and the directors need to prepare their personal documents.
Most banks will require directors to submit applications in person, sign and verify their identity.
Therefore, if you want to save trouble and time, you should seek the assistance of professional secretaries who are experienced and familiar with bank brokerage referrals to help you open a corporate bank account more smoothly.
After you have successfully registered your company, there are still some documents that need to be filed every year.
Annual general meetings, annual returns, etc. If the company does not meet the time limit, the company will be required to pay unnecessary fines.
Therefore, when a company is registered with an accounting firm or a secretarial firm, most of the services will include basic secretarial services for the first year, and the company secretary will provide professional consultation and advice to ensure that the company operates in compliance.
These include filing with the Registrar of Companies regarding changes in the structure of the company, shareholders and directors, preparing and filing annual returns, preparing the agenda for board meetings and arranging annual general meetings for the company, etc.
