How to Set Up a Company in Hong Kong

A simple procedure

asiaXPAT Editorial
Editor · asiaXPAT
6 min read
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Setting up a company in Hong Kong is usually a straightforward and easy process if the company structure is clear and all the required documents are well prepared. Clients often seek help from corporate and legal support services with the incorporation process and more importantly to maintain the company after it has been set up.

Professional charges for incorporating a Hong Kong company typically costs around US$1,500 including disbursements. The services would include the incorporation of the company, printing the Articles of Association, organizing the company kit, preparing the minutes of the first director’s meeting, filing the Incorporation Form with the Companies Registry, issuing share certificates, ordering company chops and common seal, and obtaining the Business Registration Certificate. (BR currently HK$2350 p.a.)


To begin the incorporation process, the client should provide three proposed company names that they would like to use for their new entity. The names will then be checked by the service provider to see whether they are available and whether there are any existing companies using the same or a very similar name. It is useful to provide three options because the first choice may not always be available. Once a suitable name is confirmed, the incorporation process can proceed. Please note that all Hong Kong limited companies must end the company name with the word “Limited”. It is also possible to change a company name at any time following incorporation. 

The time frame for incorporation varies depending on the company structure. If the company structure does not involve any non-Hong Kong corporation, incorporation usually takes only a couple of working days after all necessary information and documents have been received. However, if the company structure involves a non-Hong Kong corporation, the incorporation time can take 10 or more working day as more documents need to be reviewed and prepared.

Every Hong Kong private company must have at least:
one individual personal director: can be of any nationality, does not have to be HK resident.
 one shareholder : can be a person or a corporate entity  
 one company secretary: can be an individual resident in HK  who has sufficient knowledge of company matters to undertake this role or a company corporate secretary in HK which holds a Trust or Company Services Provider (TCSP) licence.

Note that a sole director  can also be the sole shareholder of the company but a sole director cannot also be the company secretary. As a result, owners often prefer to appoint a professional corporate secretarial company to act as company secretary and to assist with the company’s ongoing compliance. 

The company will also need a registered office which must be a physical address in Hong Kong and must be with a Trust or Company Services Provider holding a TCSP licence. P.O. Boxes are not acceptable. For convenience and efficiency, typically the licenced TCSP  holder will act as company secretary and the registered office address for the company will be with them.

To set up the company, certified true copies of documents are required from the relevant parties. Each individual shareholder, individual director and beneficial owner will usually need to provide identity proof, such as a copy of a Hong Kong identity card or passport, residential address proof, such as a bank statement or utility bill issued within the last three months, and a name card if available.

If there is a corporate shareholder or corporate director, certified true copies of the corporate documents will usually be required. These documents normally include the Certificate of Incorporation, Business Registration Certificate if any, Memorandum and Articles of Association, Register of Directors, Register of Members, organizational chart and the latest Annual Return if any. These documents confirm the ownership, management and structure of the corporate entity involved in the new Hong Kong company.

A completed and signed Incorporation Instruction Form is also required. This form provides the key information needed to prepare and file the incorporation documents properly, including the company name, directors, shareholders, beneficial owners, shareholding structure, company secretary and registered office details.

Certified true copies of original documents should be certified by an external lawyer, Notary Public, Chartered Secretary, Certified Public Accountant, Justice of the Peace, or an officer of an Embassy, Government, Consulate or High Commission of the country that issued the identity document. Preparing certified documents properly at the beginning can help avoid delays in the incorporation process.

After the Hong Kong company is incorporated, it will have annual obligations. A Hong Kong private company with share capital must file its annual return with the Registrar of Companies within 42 days of the company’s anniversary of incorporation. It must also renew its Business Registration Certificate every year, hold an annual general meeting in every consecutive year (with limited exceptions) prepare audited accounts every year, and file the employer’s tax return and profits tax return when appropriate.

A corporate secretarial company will help maintain the Hong Kong company after incorporation and will ensure compliance. The annual maintenance cost depends on the services required. For the most common case, where only company secretary and registered office services are needed, the annual fee is usually a few thousand Hong Kong dollars excluding government fees. Other services may also be arranged depending on the company’s needs, such as bookkeeping, audit arrangement, tax reporting, payroll and MPF contributions, Employees’ Compensation Insurance, domain name and email account registration, website development and trademark application.

Incorporation is only the first step. Once the company is set up, it is important to keep it in good standing and make sure all filings and renewals are handled on time. A corporate secretarial company can help with annual return filing, business registration renewal, statutory records, company changes, board resolutions and other compliance matters.

If you are planning to set up a Hong Kong company, it is helpful to speak with a corporate secretarial company before starting. They can check your proposed company names, explain what documents are needed, prepare the incorporation documents and assist with the annual obligations after the company is formed. You may visit AsiaXPAT (Hong Kong's Expat Community | Resources for HK Expats | asiaXPAT) to look for corporate secretarial companies and compare service providers before deciding which one is suitable for your business.

 

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