Certificate of Incorporation

Understanding the nature of the official certificate of incorporation vs. other certificates

The Hong Kong Certificate of Incorporation - what is it?

Once a Hong Kong company is ready to do business and the process of incorporation is completed, the Companies Registry will issue a Certificate of Incorporation. This document is issued to the Limited Liability Companies.

The company’s certificate will serve as proof that it is a legally established entity and that it can be found in the Hong Kong Companies Registry record, like any other company incorporated, with its unique assigned number. As there are 2 official languages in Hong Kong, the document will be available in English and in traditional Chinese characters. This document is publicly available in the Cyber Search Center.

With a better understanding of what this document is, more details will be discussed about the Certificate of Incorporation in the following sections.  

What are the contents of the certificate of incorporation?

Since the certificate is a one-page document, there are only a few elements that are shown. Here we enlist them as the following: 

Number of Registration

  • It is a 7-digit number located on the top left corner of the certificate and it is unique to the company. 

Ordinance type

Certificate type 

  • As there are other certificates that look similar, it is important to check that the document has the title “Certificate of Incorporation''. Any other title will indicate that it is a different certificate type, for example, when registering a Trust company.

Official name

  • In the center of the document, the name of the company can be found. As previously stated, in Hong Kong there are 2 official languages and therefore a registered business entity can display its name in English, traditional Chinese characters or in both.  

Incorporation date 

  • It is the date found above the signature of the registrar’s signature and indicates the official date that the company entered the Company Registry record. This date will be the officially recognized date of incorporation. 

Hong Kong registered entities - which companies have this certificate of incorporation?

According to the current laws and regulations, the only business entities to receive a Hong Kong certificate of incorporation are limited companies. It is important to mention that this gives them an independent legal standing compared to other Hong Kong companies.

For example, in the case of a Representative Office or a Branch Office, which are a direct extension of a Non-Hong Kong company, they do not receive a Certificate of Incorporation but instead, they need to apply to obtain a valid Business Registration Certificate by the Inland Revenue Department.   

Other types of entities, due to their nature and scope of business, do not need to register with all the local authorities. In some cases, registration with the Inland Revenue Department is only needed for tax purposes. 

How to obtain the Certificate of Incorporation?

There are a few simple steps to take in order to obtain the certificate of incorporation. 

Choose your company name and type

  • Once you have decided on a name for your new company, it is also important to consider the type of company incorporation. Please note that the name of the company must not be in use by other companies registered in Hong Kong and must follow the company name guidelines. 

Deliver the application

  • The Incorporation Form, as well as a copy of the Articles of Association of your new company and the Notice for Business Registration, must be delivered together to the Companies Registry. This notice will be taken by the Business Register in the business registration office. 

Collect the certificates

  • Once the application has been approved, the Certification of Incorporation can be issued either in a hard copy or an electronic form, according to the application specifications.

In what aspect does the Certificate of Incorporation differ from the Business Registration Certificate?

It is important to know how to properly identify the different certificates of your business entity and their specific purpose. In the following section we will mention a few distinctions between the most common types of certificates: 

Purpose of the certificate

  • The Certificate of Incorporation makes it easy to identify limited liability companies and it is the proof of a legally incorporated company and it can be found in the Hong Kong Companies Registry record. On the other hand, a certificate, such as the Business Registration Certificate, is issued to all Hong Kong companies, including a limited liability companies. In some other cases, the Business Registration Certificate is normally used as the tax identification number of your Hong Kong company.

The authority that issues the certificate

  • The Business Registration Certificate is issued by the Hong Kong tax authority, while the Certificate of Incorporation is issued by the company compliance authority. 

Number in the certificate

  • Both certificates include an identification number. For the Incorporation Certificate, it is a 7-digit number, while for the other certificate it is an 8-digit number. 

Certificate issuing time

  • Although the business owner of a limited liability company will receive both certificates, it is important to mention that it involves two different application processes. The Incorporation Certificate can be obtained in approximately 4 to 5 working days, the certificate can be obtained in 2 working days.

How to verify the authenticity of a Certificate of Incorporation?

One big advantage of company incorporation in Hong Kong is being able to verify the validity of a Certificate of Incorporation and the peace of mind that comes with the certainty of doing business with a legally established company. 

The Hong Kong government has a bilingual platform available for the public so they are able to verify the information of companies in Hong Kong. This system is called the Integrated Companies Registry Information (ICRIS) and it allows the user to consult information such as if a company appears in the company's record if a company had a change of name and other basic information like the date of incorporation. However, for more detailed information, the documents available can be downloaded for a fee on the platform. 

Special distinctions

Sometimes people forget that Hong Kong enjoys a special administrative status and are not aware that Mainland China has a different system. Although this fact does not impact the way to conduct business between 2 different jurisdictions, it is important to notice that a Mainland China company does not have the same certificates as Hong Kong-registered entities with a Hong Kong certificate of incorporation. Additionally, for Mainland Chinese companies, their documents are only available, and are only valid, in simplified Chinese, since English is not an official language. 

Conclusion

As discussed in this article, the Certificate of Incorporation is only issued to a specific type of entity in Hong Kong. Furthermore, it is important to know the documents that are issued in the name of your Hong Kong entity since each certificate serves a specific purpose. 

Some institutions such as banks in Hong Kong will sometimes request the Certificate of Incorporation number since it is the one that is registered with the company compliance authority in Hong Kong. 

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