Incorporating a company in Hong Kong

Hong Kong’s long history as a bustling commercial hub makes it attractive for both new entrepreneurs and investors. Its supportive business environment, strategic position, and well-developed infrastructure solidify its position as a top location to start or scale up a business. All of these conditions contribute to making the process of starting a business in Hong Kong streamlined and straightforward.

Our comprehensive guide to company incorporation below offers a detailed, step-by-step roadmap on how to set up a company, empowering you to take control and successfully launch your company in Hong Kong.

• Pre-Registration Steps
• Register Your Company In Hong Kong
• Post-Registration Steps
• MBiA’s Hong Kong Preincorporation Checklist

Pre-Registration Steps

Before registering your company in Hong Kong, it is important to undertake four main steps:

1. Propose Your Company Name

When choosing your company name, make sure it adheres to the general requirements and restrictions. Specifically, although the company name can be in either English (must end with “Limited”) or Chinese (must end with “有限公司 “), using a combination of both languages is restricted. The proposed name must be unique, free from any criminal or offensive implications. It is also important to refrain from suggesting any connection to government entities, and from infringing trademarks or brand names.

2. Decide On Key Business Details

Before kickstarting your business, make sure you have readily available information about your business, including the nature of your business activities and its physical location.

3. Choose The Registered Address

An incorporated company in Hong Kong must have a registered office within the jurisdiction. Here are some key considerations for your company’s registered address:

• It must be a physical address situated within Hong Kong, a P.O. Box or virtual office is not eligible.
• The address must be publicly accessible during regular business hours.

4. Decide On Key Personnel And Share Capital Structure

Key Personnel

• Directors: Hong Kong company formation requires a minimum of 1 director. There is no limit on the number of directors, their nationality, or residency, as long as they are above 18. When registering for a company, details regarding the director(s)’ full name, residential address, HKID card and/or passport number must be provided. 
• Shareholder: A registered company must have at least one shareholder. Details regarding the shareholder(s)’ full name and residential address must be provided. Additionally, if the shareholder is a corporate entity, there are also requirements for a business profile outlining the shareholder structure, as well as the authorized representative’s name and ID documents. 
• Company Secretary can be a Hong Kong resident individual or a registered company with the Trust or Company Service Provider. The requirements for detail provision are similar to those for directors.  

Share Capital Structure

Your company constitution will need to include the following share details:

• Class of shares
• Number of shares
• Share capital to be subscribed (and issuing currency)
• The amount to be paid up

Register Your Company In Hong Kong

To register a Hong Kong company, verify if the proposed name is identical or too similar to any name already listed in the index of company names maintained by the Registrar. Submit required documents such as the Hong Kong application form, Articles of Association, and shareholder identification copies. If there are corporate shareholders, directors must sign and submit form NNC1. Upon approval, you will receive a Certificate of Incorporation either online or in person. Finally, obtain a Business Registration Certificate from the Inland Revenue Department. 

Apart from obtaining the business registration certificate, certain businesses are required to hold additional specific licenses for authorized activities in fields such as: banking, insurance, trust company, telecommunications, money service operation, funds operation. 

Post-Registration Steps

Following registration, the next five steps are crucial for your company to fully operate in Hong Kong. 

1. Hold the First Board Meeting 

Depending on its accounting reference period, a company must hold its Annual General Meeting (AGM) each financial year as follows:

For companies with a typical accounting reference period (12 months or less):

• Private companies and companies limited by guarantee: AGM must be held within 9 months after the end of the accounting reference period.
• Other companies: AGM must be held within 6 months after the end of the accounting reference period.

For companies with a first accounting reference period longer than 12 months:

• Private companies and companies limited by guarantee: AGM must be held within 9 months after the first anniversary of incorporation, or 3 months after the end of the accounting reference period, whichever is later.
• Other companies: AGM must be held within 6 months after the first anniversary of incorporation, or 3 months after the end of the accounting reference period, whichever is later.

2. Open A Corporate Bank Account 

Once the business has been registered, funding can be injected with a local Hong Kong bank account. Opening a corporate bank account can be more onerous and complicated than opening an account for an individual. Typically, Hong Kong banks require detailed documents regarding the business, directors, and shareholders. In-person appointments and interviews will be scheduled, even if the online application option might be available on their websites. 

3. Apply For An Employment Visa 

The primary visas used by employers in Hong Kong to hire foreign staff are the General Employment Policy (GEP) and the Admission Scheme for Mainland Talents and Professionals (ASMTP), often referred to as “Employment Visas.” 

To apply for an Employment Visa in Hong Kong, the company must demonstrate its financial stability, business plan, sufficient office space, and other required documents, as well as justify why the applicant is the best fit. The applicant needs a university degree or exceptional technical skills, along with supporting documents like transcripts and employment records. 

4. Notify The Business Registration Office Of Your Company’s Business Nature 

Local limited companies must inform the Business Registration Office in writing within one month from the actual commencement of business.  Details such as the business name, description, nature of business, business address, and the date when the business operations began are typically required. This notification can be submitted either by letter or by completing Form IRBR200. 

5. Appoint Auditors And Accountants For Financial Management 

By appointing auditors and accountants early on, newly incorporated companies in Hong Kong can establish robust financial management practices, maintain compliance with legal requirements, and ensure transparency and trustworthiness in their financial reporting. 

MBiA’s Hong Kong Pre-incorporation Checklist

To assist busy business owners in navigating their pre-incorporation process, we’ve crafted a detailed and concise checklist of step-by-step instructions on how to start a company in Hong Kong. This checklist offers a quick overview of all of the important tasks required for successful business incorporation.

Let’s dive into our latest blogs to uncover everything you need to know before incorporating a company in Hong Kong!

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