Hong Kong Company Formation: The Easiest Way in 2024

If you’re looking to incorporate a business in Hong Kong, you’ve found the right guide. In this guide, we’ll cover everything you need to know about company formation in Hong Kong, from setting up an offshore company to the essential steps after incorporation.

Whether you are a seasoned entrepreneur or just setting up a company for the first time, this guide has you covered.

Let’s take a look at the steps to incorporate a private limited company in Hong Kong.

First of all, let’s begin with the most important question: yes, foreigners can register a company in Hong Kong. In fact, Hong Kong’s business-friendly environment actively encourages foreign entrepreneurs to set up companies with straightforward requirements and a company registration process. 

There are also no restrictions on foreign ownership, which means that foreigners, including non-residents, can fully own a Hong Kong company. However, you will need an actual business address and a local company secretary to complete the process, so it’s often more convenient to seek assistance from professional incorporation services. 

Here’s a quick checklist of the Hong Kong company registration process. 

Choosing a company name is a fundamental step. The local authorities in Hong Kong will use this official name to identify your entity. Selecting an unregistrable company name can lead to the rejection of your application, requiring you to start the application process all over again.

According to the Company Registry’s guidelines, when naming your Hong Kong company, you have the option to choose between English, Traditional Chinese, or both, but refrain from combining characters from both languages. For Hong Kong Limited company, make sure that any chosen name concludes with "Limited." (not Ltd.) if it's in English, and with "有限公司" if it's in Chinese. Simplified Chinese is not acceptable. 

Your proposed company name must be completely unique and not duplicate any existing registered names. Minor differences, like variations in letter cases, spaces, and accent marks, won’t make a name distinct enough to be approved. We recommend having three options for the official name, as it’s common for preferred names to already be taken. 

How to Check for Name Availability:

• Use the Companies Registry’s e-Services Portal to search for existing company names.
• Use Hong Kong's government public online search system to search the Trademark Register. 
• Alternatively, you can visit the Companies Registry’s e-Services Centre on the 13th floor of the Queensway Government Offices at 66 Queensway, Hong Kong.

Once you have selected your company name, the next step is to define the intention and outline the intended business activities in Hong Kong. A private limited company in Hong Kong is allowed to engage in various profit-making activities such as manufacturing and ecommerce businesses.

However, it must be ensured that all intended profit-making activities are included in the initial statement of purpose as that is all the company will be entitled to engage in. If you're unsure where to start, we suggest exploring this list of business nature codes and their descriptions.

Certain sales and specialised industries, including but not limited to alcohol, financial services, food and beverage, travel agencies, restaurants, and recruitment, require a specific Hong Kong Business Licence. You can apply for this licence after incorporating your company.

The legal system in Hong Kong is quite straightforward. After completing the first two steps, the next is to prepare the internal structure of the private limited company according to Hong Kong’s Companies Ordinance. The following positions should be filled:

• One shareholder (minimum) and one director (minimum): They can be of any nationality and do not need to reside in Hong Kong.
• Company secretary: The law requires that a company appoint either a Hong Kong permanent resident or a professional service that holds a Hong Kong Trust and Corporate Service Provider (TCSP) licence as the company secretary.
• A registered business address: By law, all companies in Hong Kong must have a physical address to receive government correspondence and to operate legally.
• Designated representative: An individual authorised to act on behalf of the company. They must be a Hong Kong resident or an accounting, legal professional, or licensed service provider. Their details should be included in the significant controller document for ongoing compliance.
• Fiscal year-end: Define your fiscal year-end date, as it affects tax declaration periods.

The director, shareholder, company secretary, and registered address are required to complete the incorporation form (NNC1). You'll find more details in step 6, where we discuss incorporation documents. 

The designated representative and fiscal year-end are not obligatory for the NNC1, but addressing the matters in advance showcases your company's organised structure, enhancing convenience and ensuring compliance.

The minimum requirement for the initial investment is a share of HKD 1 (Hong Kong Dollar). The value of the shares or the number of shares can be modified and amended as the company's members see fit in the Articles of Association.

Appointing a company secretary is an essential step in forming a company in Hong Kong. The company secretary plays a key role in ensuring the business complies with local regulations and maintains good corporate governance. This includes managing the company’s common seal, preparing and submitting annual tax returns, and organising regular shareholder meetings as outlined in the Articles of Association. 

If a company secretary is not appointed, the business can be penalised with a fine of up to HKD 100,000 and may face legal consequences.

It is also mandatory to hold at least one Annual General Meeting (AGM) per year. Decisions made during these meetings, whether through special or ordinary resolutions, must be documented and shared with all company members. This documentation, known as meeting minutes, is typically managed by the company secretary to ensure accuracy and transparency.

The fundamental documents required for Hong Kong company formation are as follows:

The Companies Registry may request additional information or documents to support the application, such as a proof of address in Hong Kong.

Once all the previous steps outlined above have been completed, the final step is to submit the required documents, along with an incorporation form detailing the company’s name, purpose, Articles of Association, members' particulars, and share capital. You will have to pay government fees at this stage to complete the registration process

You can submit your incorporation documents to the Hong Kong Company Registry through the following channels:

• Online via Companies e-Registry. The service is called the One-stop Company and Business Registration Service, and you can submit the application 24/7. 
• By mail or in person at the Companies Registry address: 14th floor, High Block, Queensway Government Offices, 66 Queensway, Hong Kong.

An offshore Hong Kong company is one that’s registered in Hong Kong but managed and operated from abroad, with most of its income sourced from outside the jurisdiction. This structure provides foreigners access to Hong Kong's offshore tax exemption, meaning that income earned outside Hong Kong is generally not subject to local taxes.

The process of offshore Hong Kong company formation is similar to the usual Hong Kong company formation, but it requires additional documentation to uphold the offshore status and proof to the authorities that no activities are conducted within Hong Kong.

After the company incorporation documents are submitted and approved, the Hong Kong Authorities, including the Companies Registry and the Inland Revenue Department, will issue official documents to the new companies.

The two most important documents are the Certificate of Incorporation and the Business Registration Certificate, detailed below.

The certificate of incorporation is a key document that proves the official existence of the company and its legal right to operate.

The Hong Kong Companies Registry issues this document, which includes the identification number and date the company was officially established. 

To authenticate a Certificate of Incorporation, you can use the Companies Registry e-services portal (Formerly the Integrated Companies Registry Information or ICRIS). This government platform allows the public to verify company information, such as its presence in the records, name changes, and date of incorporation. Basic information is accessible for free, and more details can be downloaded for a fee.

Business Registration Certificate is mandatory for any profit-generating activity. The Hong Kong Inland Revenue Department will issue this document to indicate that the company is in operation.

Additionally, this document shows the registration number, which is usually used as the tax identification number.

Banks often require a current or valid Business Registration Certificate to verify the company's existence before opening a business account for companies.

Registering your company in Hong Kong is just the beginning. Ensuring that your company meets the regulatory requirements is equally important for smooth. Here the the essential compliance measures you need to uphold to keep your Hong Kong company in good standing. 

The Hong Kong Significant Controllers Register is required since a new law was enacted in 2018. It names all the persons, either natural persons or legal entities, who hold "significant control" of the company. 

To be considered a significant controller, an individual or company must possess 25% or more of the shares or voting rights in the company.

The designated representative is responsible for the Significant Controllers Register. They must keep the physical document at the registered business address or another approved location. The document must be available for the authorities' inspection whenever requested. 

The Annual Return is a form that includes essential details of a company, such as its ownership structure, directors, corporate secretary, and a summary of shares held. This form must be submitted each year within 42 days of the company’s incorporation anniversary.

Annual returns are filed using the NAR1 – Annual Return form and the company secretary is responsible for ensuring this filing is completed.

Although it is not a mandatory requirement, having a corporate account for your Hong Kong company is essential for maintaining accurate financial records, especially when it comes to tracking business transactions to ensure proper profits tax filing. This contributes to both regulatory compliance and operational efficiency

Most major banks in Hong Kong offer multi-currency accounts, making cross-border transactions more convenient. However, traditional banks often require a face-to-face appointment during the bank account opening process. If you’re a new entrepreneur or startup, consider a non-bank payment service provider that offers an online account opening process to save time and reduce costs. 

Deciding on the right business structure impacts personal liability, corporate taxes, company setup difficulty, and administrative needs. While we’ve guided you through the incorporation process for a private limited company, there are other types of legal entities to consider in Hong Kong, including the following:

• Sole Proprietorship: A sole proprietorship is a business structure where an individual registers as the sole owner, having complete control and bearing all liability for the company's debts and obligations. It’s suitable if you're starting small and want a simple registration process with minimal ongoing requirements.
• Branch Office: A branch office extends an overseas company’s operations into Hong Kong without creating a separate legal entity. It simplifies setup and administration, with the parent company bearing all responsibilities and liabilities.
• Representative Office: This type of office allows foreign companies to operate in Hong Kong for market research, promotions, and customer support, but it cannot generate profits or engage in independent legal activities.
• Limited Partnership: A limited partnership includes both general and limited partners, with limited partners having limited liability for the company’s debts. The entity involves a more complex registration than a general partnership and typically requires a share certificate. It’s popular among medium-sized businesses..

If you have limited time, or if you’re a foreign entrepreneur wanting a seamless, online Hong Kong company registration process, Statrys can help.

For HKD 7,740, you will have everything you need to start a new business, including a virtual multi-currency business account with Statrys (subject to approval). 

Simply follow the steps:

1. Visit https://statrys.com/hong-kong-company-registration
2. Click on “Get Started”
3. Fill out your information
4. Complete the payment

And we’ll do the rest! Here is what will be included in the all-inclusive package: 

Incorporation Services

• Verification of the company name availability
• Preparation and filing of incorporation documents
• Articles of Association
• Government fees (HKD 3,970 - included in our price)
• Certificate of Incorporation
• Business Registration Certificate (for 1 year) 
• Company chops (corporate seals)
• 24/7 access to company documents on our online platform

Company Secretary Services

• Provision of a Company Secretary (1 year)
• Provision of a Designated Representative (1 year)
• Filing of Annual Return (NAR1)
• Automated reminders of filing deadlines
• Maintenance of the significant controller register
• Maintenance of the statutory records
• Preparation of the Annual General Meeting (AGM)
• All of your statutory records and compliance documents in one place, accessible online 24/7

Registered Address in Hong Kong

• A registered address for one year
• Scanning and forwarding of mail

Business Account Application

• Get a fast-track application to open a business account with Statrys* subject to approval.