Incorporation in Hong Kong

Setting up a company, who can own it, and what it costs to keep it in good standing. 52 questions answered.

Which business structure should I choose in Hong Kong: sole proprietorship, partnership or limited company?Hong Kong offers sole proprietorships, partnerships, limited companies and, for overseas firms, branch or representative offices. The main trade-off is liability: a sole proprietor or general partner is personally liable without limit, while a limited company's members are liable only up to unpaid share capital.
How do I set up a sole proprietorship in Hong Kong and what is my liability?Register the business with the Inland Revenue Department's Business Registration Office within one month of starting trading. There is no separate legal entity, so you are personally liable without limit for the business's debts.
How does a partnership work in Hong Kong, and what is a limited partnership?A partnership is two or more people carrying on business together for profit. In a general partnership each partner can bind the others and all are jointly liable for debts. A limited partnership has at least one general partner with full liability and limited partners liable only up to their contribution.
What is a private company limited by shares in Hong Kong and why do most businesses choose it?It is a separate legal entity whose shareholders are liable only for any unpaid amount on their shares. It is the most common vehicle in Hong Kong because it protects personal assets and makes ownership easy to transfer, in exchange for statutory filing and record-keeping duties.
Should an overseas company set up a branch, a representative office or a Hong Kong subsidiary?A branch is the overseas company itself trading in Hong Kong and must register as a non-Hong Kong company within one month. A representative office can only liaise or research, not trade for profit. A subsidiary is a separate Hong Kong company that ring-fences liability.
How do I incorporate a limited company in Hong Kong, step by step?Pick a name, then file Form NNC1, the articles of association and the business registration notice (IRBR1) with the Companies Registry, usually online through the e-Services Portal. Once the name clears and fees are paid, a certificate of incorporation and business registration certificate are issued together.
What documents and information do I need to incorporate a Hong Kong company?Three documents go to the Companies Registry: Form NNC1, a copy of the articles of association, and the Notice to Business Registration Office (IRBR1). You also need identity details of the first members, directors and secretary, and the registered office address.
How long does it take to incorporate a company in Hong Kong?A straightforward company filed online can normally be incorporated within about one hour if the name needs no extra approval. A paper application usually takes about four working days. Opening a bank account is typically the slower step.
How much does it cost to incorporate a company in Hong Kong (Companies Registry fee plus business registration)?The Companies Registry fee is HK$1,545 online or HK$1,720 on paper. On top of that, business registration costs HK$2,350 for a one-year certificate (HK$2,200 fee plus HK$150 levy) or HK$6,170 for three years, for companies incorporated between 1 April 2026 and 31 March 2027. Professional fees are extra.
What are the business registration fee and levy in Hong Kong now?For certificates starting from 1 April 2026 to 31 March 2027, a one-year business registration certificate costs HK$2,350 (HK$2,200 fee plus HK$150 levy) and a three-year certificate HK$6,170 (HK$5,720 plus HK$450). A branch certificate costs HK$230 for one year.
How do I renew my business registration certificate, and should I choose 1 or 3 years?You renew with the IRD before the certificate expires and choose a one-year or three-year certificate. Three years costs less per year in fee, but the levy and cash outlay are paid upfront. The fee and levy are not refunded if you close before a three-year certificate ends. Non-compliance is an offence with a fine up to HK$5,000 and imprisonment of one year.
Do I need a business registration certificate in Hong Kong, and who is exempt?Almost every person or company carrying on business in Hong Kong must register with the IRD's Business Registration Office within one month of starting. Every Hong Kong company is deemed to carry on business, so it must register even if it has no trade yet. A few activities are exempt.
What are the rules for choosing a company name in Hong Kong (Chinese and English)?The name can be in English, Chinese or both, but not a mix of English letters and Chinese characters in one name. An English name must end in Limited and a Chinese name in 有限公司. It cannot be identical to an existing name, and certain words need the Registrar's prior approval.
Can I check or reserve a company name in Hong Kong before incorporating?You can check a name for free on the Companies Registry's e-Services Portal, but you cannot reserve it. A name is only secured once the incorporation is registered, so pay promptly after the preliminary check passes. A clean search does not guarantee approval.
How do I change my Hong Kong company name, and what does it cost?Pass a special resolution of the members to adopt the new name, then deliver the notice and resolution to the Companies Registry, which charges HK$295. The change takes effect when the Registrar issues a certificate of change of name. Update contracts, bank accounts and letterheads afterwards.
What are articles of association in Hong Kong and can I use the Companies Registry's model articles?Articles are the company's internal rulebook on directors' powers, share transfers and meetings. You must file a copy when incorporating. You can use the Registry's sample articles, which the online system fills in for you, or submit customised articles as a PDF.
How do I amend my company's articles of association in Hong Kong?Members pass a special resolution to change the articles. The company then delivers a copy of the resolution and the amended articles to the Companies Registry, generally within 15 days. Some changes, such as to a clause entrenched in the articles, can need extra steps.
What are the key rules of the Companies Ordinance (Cap. 622) for a small private company?A private company needs at least one director who is an individual, a company secretary, a registered office in Hong Kong, and at least one member. It has no par value shares, must file annual returns and notices of change, and keep registers including the significant controllers register.
How many directors does a Hong Kong private company need, and must one be an individual?A private company needs at least one director, and at least one must be a natural person (an individual, not a company). It can have corporate directors in addition. A sole director cannot also act as the company secretary.
Can a foreigner or non-resident be a director of a Hong Kong company?Yes. The Companies Ordinance has no residency or nationality requirement for directors, and a non-resident can be the only director. Being a director does not by itself give any right to live or work in Hong Kong, which is a separate immigration question.
Can one person be the only shareholder and director of a Hong Kong company?Yes. A private company needs at least one member, and the same person can be the only shareholder and only director. The company still needs a separate company secretary because a sole director cannot hold that role.
How much share capital do I need for a Hong Kong company, and what does no par value mean?Cap. 622 sets no minimum share capital. Since 3 March 2014 all Hong Kong shares have no par (nominal) value, and companies no longer report authorised capital. Many small companies start with a small amount, but the right figure depends on your needs and the bank's expectations.
How do I issue (allot) new shares in a Hong Kong company, and what is the NSC1 deadline?Issue shares through proper board and member approvals, then file Form NSC1 (return of allotment with a statement of capital) with the Companies Registry within one month after the allotment. Late filing risks up to HK$25,000 per breach plus a HK$700 daily default fine.
Does my company need a registered office in Hong Kong, and how do I change it?Yes. Every Hong Kong company must have a registered office in Hong Kong where communications and notices can be sent. If it changes, file Form NR1 with the Companies Registry within 15 days, otherwise the company faces up to HK$50,000 per breach plus HK$1,000 per day.
What are the requirements for a company secretary in Hong Kong?Every Hong Kong company needs at least one company secretary. An individual secretary must ordinarily reside in Hong Kong; a corporate secretary must have its registered office or place of business in Hong Kong. A sole director cannot be the company secretary.
Can I be both the sole director and the company secretary of my Hong Kong company?No. Where a company has only one director, that director cannot also be its company secretary. The company needs another individual or a corporate secretary, and that corporate secretary cannot be a company whose only director is the same person.
What is a TCSP licence and when must a company service provider in Hong Kong have one?A Trust or Company Service Provider licence from the Companies Registry is required for anyone who, as a business, forms companies, acts as director or secretary for others, or provides registered office or correspondence addresses, unless exempt. Operating without one is an offence punishable by a HK$100,000 fine and six months in prison.
Can a foreigner set up a company in Hong Kong, and what is required?Yes. Hong Kong has no nationality or residency requirement for shareholders or directors. The company needs at least one director who is an individual, a company secretary based in Hong Kong, a Hong Kong registered office, and business registration. A visa to live or work in Hong Kong is a separate matter.
Why is opening a bank account for a new Hong Kong company difficult, and what do banks ask for?Banks must carry out customer due diligence under anti-money-laundering rules, so they ask who owns and controls the company and what it will do. New companies with non-resident owners or no trading history often face extra questions. The HKMA says banks should not reject applicants just for being offshore or a start-up.
Does setting up a Hong Kong company give me a visa to live and work there?No. Incorporating a company or holding its shares does not give immigration status. A non-resident founder normally needs permission from the Immigration Department, for example under the Investment as Entrepreneurs route or a talent scheme, and must show a real business.
What is the Significant Controllers Register (SCR) in Hong Kong and who is a significant controller?Every Hong Kong company except listed companies must keep a Significant Controllers Register recording the individuals and entities who ultimately own or control it. A significant controller holds more than 25% of shares or votes, can appoint or remove most directors, or exercises significant influence or control.
What is a designated representative for the Significant Controllers Register, and who can be one?A designated representative is the person the company appoints to give law enforcement officers information about the Significant Controllers Register on request. It must be a Hong Kong-resident shareholder, director or employee who is an individual, or an accounting professional, legal professional or licensed TCSP.
Is the Significant Controllers Register public, where is it kept, and what if I do not keep it?The register is not filed with the Companies Registry and is not open to the public. It must be kept at the registered office or another place in Hong Kong. Law enforcement can require access. Failing to keep it properly is an offence: HK$25,000 plus HK$700 a day for the company and each responsible person, and up to HK$300,000 and two years' imprisonment for knowingly false entries.
What is the annual return (NAR1) in Hong Kong and when is it due?A private company must file Form NAR1 with the Companies Registry within 42 days after each anniversary of its incorporation. The fee is HK$105 if filed on time. It reports company and officer details, member information and business nature. It is separate from business registration renewal.
What are the late fees if I file the Hong Kong annual return late?Instead of HK$105, the Companies Registry charges HK$870 if the return is up to three months late, HK$1,740 for three to six months, HK$2,610 for six to nine months and HK$3,480 beyond nine months, counted from the return date. Failing to file can also lead to prosecution.
What are the penalties for late filing with the Hong Kong Companies Registry?Late filing can lead to prosecution of the company and every responsible person, with maximum penalties set per breach plus a daily default fine. The Registry's guidance gives HK$50,000 plus HK$1,000 a day for annual returns and address changes, and HK$25,000 plus HK$700 a day for director, secretary and share allotment notices.
Which statutory registers and records must a Hong Kong company keep?A company must keep a register of members, a register of directors, a register of company secretaries, a significant controllers register, and records of members' resolutions and meetings. Some records have a 10-year retention period. They are kept at the registered office or another Hong Kong place.
Which changes must I report to the Companies Registry and by when?Report changes in directors or company secretaries on Form ND2A or ND2B within 15 days, a registered office change on NR1 within 15 days, and a share allotment on NSC1 within one month. The annual return is due within 42 days after each incorporation anniversary. Some changes, like share transfers, wait for the annual return.
How do I transfer shares in a Hong Kong private company, and what stamp duty applies?Transfers use a signed instrument of transfer, usually with a sold note and bought note, stamped at the IRD Stamp Office. Stamp duty on the sale is 0.1% each for buyer and seller of the consideration or value if higher, with a fixed HK$5 duty on the instrument of transfer. The company records the change and reports it in the next annual return.
Does a Hong Kong private company have to hold an annual general meeting (AGM)?Usually yes: a private company that is not a subsidiary of a public company must hold an AGM within nine months after its accounting reference period ends. But there are exemptions, including single-member companies, dormant companies, written resolutions covering all AGM business, and a unanimous decision to dispense with AGMs.
How do written resolutions work in Hong Kong, and how can we dispense with holding AGMs?Directors or a member can propose a written resolution; members then have 28 days to agree unless the articles say otherwise. If all members agree to dispense with AGMs by written resolution, the resolution must be delivered to the Companies Registry within 15 days.
How do I declare a Hong Kong company dormant, and what does it exempt me from?A qualifying private company can pass a special resolution declaring itself dormant and deliver it to the Companies Registry. While dormant it is exempt from filing an annual return and from several other duties. It stops being dormant if it enters an accounting transaction or delivers a resolution to resume.
What duties still apply to a dormant company in Hong Kong?A dormant company must still report changes in its registered office, directors and company secretaries, keep its registers, and renew its business registration certificate. It is exempt only from specified duties such as the annual return, the AGM, and, under s.447, audit and certain accounting requirements.
How do I deregister a defunct Hong Kong company, step by step?Obtain a Notice of No Objection from the IRD, then file Form NDR1 with the Companies Registry within three months of that notice, with the HK$420 non-refundable fee. The company must be solvent, defunct and meet all statutory conditions. The Registry then publishes a Gazette notice, and the company is dissolved only if no objection is received within 3 months of that notice.
What is the difference between deregistration, winding up and striking off in Hong Kong?Deregistration is a cheap route for a defunct, solvent company that applies itself. Winding up is the formal process of settling accounts and distributing assets, needed when there are debts or complexity. Striking off is initiated by the Registrar when a company appears not to be operating, and a company cannot apply for it.
What is the IRD notice of no objection for deregistering a company, and how do I get it?It is a notice from the Commissioner of Inland Revenue stating there is no objection to the company being deregistered. Apply on Form IR1263 with a HK$270 non-refundable fee. The IRD normally issues the notice within 21 working days. You should then file Form NDR1 with the Companies Registry within three months of the notice.
Can a deregistered or struck-off Hong Kong company be restored?Yes, but the route depends on how it was dissolved. A deregistered company can only be restored by a court order. A struck-off company can be restored by court order or, if it was operating when struck off, by administrative restoration within 20 years. Companies dissolved by winding up cannot use administrative restoration.
How do I register an overseas company in Hong Kong (Part 16, registered non-Hong Kong company)?An overseas company that establishes a place of business in Hong Kong must register with the Companies Registry within one month on Form NN1. You file certified copies of its constitution, incorporation certificate and latest accounts, plus the business registration notice. The fee is HK$1,545 online or HK$1,720 on paper.
What ongoing filings and fees apply to a registered non-Hong Kong company?A registered non-Hong Kong company files an annual return within 42 days of the anniversary of its registration. The fee is HK$180 if on time and rises to HK$4,800 if more than nine months late. Changing its name costs HK$1,425. It also renews its business registration.
How do I switch my company secretary in Hong Kong, and what should be handed over?Appoint the new secretary, then file Form ND2A with the Companies Registry within 15 days to report the new appointment and the old secretary's cessation. The outgoing secretary should hand over the statutory books, registers, minutes, certificates and access to filing accounts.
How do I appoint or remove a director in Hong Kong and what do I file?Appoint or remove a director as the articles require, then file Form ND2A with the Companies Registry within 15 days. A new director's consent to act goes with it. A director whose resignation has not been reported can file Form ND4 if the company will not.
How do I report changes to, or cancel, my business registration with the IRD?Notify the Commissioner of Inland Revenue within one month of any change in business name, address or nature, or of stopping the business. Sole proprietors and partners can do this online through GovHK. For companies, name and registered office changes are passed on by the Companies Registry.