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.
Cap. 622, in force since 2014, is Hong Kong's main company law. Headline rules for a private company limited by shares:
- Directors: at least one, who must be a natural person. No residency requirement. A sole director cannot also be the company secretary.
- Company secretary: at least one, an individual ordinarily resident in Hong Kong or a body corporate with a registered office or place of business in Hong Kong.
- Members: one or more; a single person can be the only shareholder.
- Share capital: shares have no par (nominal) value, and there is no authorised capital.
- Registered office: must be in Hong Kong; changes notified on Form NR1 within 15 days.
- Annual return (NAR1): within 42 days after each incorporation anniversary.
- Records: registers of members, directors, secretaries and significant controllers, and records of resolutions.
- Accounts and audit: accounting records and financial statements are required, and audit is generally required unless an exemption applies. See the bookkeeping and audit sections.
- Penalties: late filings can lead to prosecution of the company and every responsible person, and the Registrar may strike off a company that appears not to be operating.
This section of the knowledge base answers each topic in turn.
Legal basis
- Companies Ordinance (Cap. 622), ss.457, 475, 658, 662
Sources
Applies to 2026 · Last reviewed 29 October 2026
General information for business owners, not legal, tax or professional advice. Rules change, so check the sources or ask a licensed professional before you act.
Related questions
- 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.