What Is a Certificate of Incorporation in Hong Kong?

Upon successfully incorporating a company in Hong Kong, the Companies Registry issues an important legal document known as the Certificate of Incorporation.

This certificate serves as legal proof that the company is officially registered and exists in the Hong Kong Companies Registry and can be identified using its unique assigned number. 

As there are 2 official languages in Hong Kong, the document will be available in English and traditional Chinese, and it will be publicly available in the Cyber Search Center.

In this guide, we will explain everything you need to know about the Certificate of Incorporation, including the information on the certificate, why they are important, and how you can obtain it. 

What Information Does the Certificate of Incorporation Include?

The certificate is a one-page document containing a handful of key elements. Here is the information on the certificate:

1. Registration Number: A unique 7-digit identifier in the certificate's top left corner is specific to the company.
2. Ordinance Type: Refers to the Companies Ordinance, the governing law regulating business entities in Hong Kong. This information appears as the first title beneath the Companies Registry logo (CR).
3. Certificate Type: Crucial for distinguishing it from other certificates; it should be titled "Certificate of Incorporation." Alternative titles indicate different certificate types, e.g., for Trust companies.
4. Official Name: Positioned in the centre of the document, it displays the company's name. Hong Kong, as a bilingual region, allows registered entities to present their name in English, traditional Chinese characters, or both.
5. Incorporation Date: Located above the registrar's signature, this date signifies when the company officially entered the Company Registry record and serves as the recognized date of incorporation.

Who Needs A Certificate of Incorporation?

According to current laws and regulations, limited companies are the only business entities to receive a Hong Kong certificate of incorporation. 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. Instead, they must apply for a valid Business Registration Certificate from the Inland Revenue Department.   

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

🔍 Tip: Find out more about private limited companies in Hong Kong.

How to Obtain the Certificate of Incorporation?

Obtaining the certificate of incorporation involves a straightforward process:

1. Choose Company Name and Type:
   Select a suitable name for your new company while considering its incorporation type. Ensure that the chosen name complies with Hong Kong's company name regulations and is not already used by other registered companies.
2. Submit the Application:
   Submit the Incorporation Form and a copy of your new company's Articles of Association and the Business Registration Notice to the Companies Registry. The Business Register at the business registration office will handle the notice.
3. Receive the Certificates:
   After your application is approved, you can receive the Certificate of Incorporation in either hard copy or electronic format, depending on your application preferences.

Differences Between a Certificate of Incorporation and a Business Registration Certificate

It's crucial to differentiate between various business certificates and their specific purposes. Here, we highlight key differences among the most common certificate types:

1. Certificate Purpose
   The Certificate of Incorporation is proof of legally incorporating a company, particularly limited liability companies, and is accessible through the Hong Kong Companies Registry. Conversely, certificates like the Business Registration Certificate are issued to all Hong Kong companies, encompassing limited liability entities.
2. Issuing Authority
   The Hong Kong tax authority provides the Business Registration Certificate, while the company compliance authority issues the Certificate of Incorporation.
3. Certificate Identification Numbers
   Both certificates feature unique identification numbers. The Incorporation Certificate bears a 7-digit number, whereas the other certificate carries an 8-digit identifier.
4. Issuance Timelines
   Acquiring these certificates involves distinct application processes, even for limited liability companies. The Incorporation Certificate typically takes around 4 to 5 working days to obtain, while the latter certificate can be secured in just 2 working days.

🔍 Tip: Read our guide on what business registration certificates are in Hong Kong.

How to Verify the Authenticity of a Certificate of Incorporation?

One big advantage of company incorporation in Hong Kong is verifying 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 to verify the information of companies in Hong Kong. This system, called the Integrated Companies Registry Information (ICRIS), allows the user to consult information such as if a company appears in the company's record if a company had a name change, and other basic information like the date of incorporation. However, the documents available can be downloaded for a fee on the platform for more detailed information. 

Special Distinctions

Sometimes, people forget that Hong Kong enjoys a special administrative status and are unaware 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, Mainland Chinese companies' documents are only available and 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. In some other cases, the Business Registration Certificate is normally used as the tax identification number of your Hong Kong company.