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.
No par value
- All shares of a Hong Kong company with share capital are deemed to have no nominal value since 3 March 2014. No conversion step was needed.
- The company reports total issued share capital, not an "authorised" ceiling.
How much to issue
- The Ordinance does not set a minimum. A company can be formed with a very small amount.
- Practical factors: working capital needs, what the bank or landlord expects, how ownership will be split, and whether you will bring in investors.
- Shares can be issued fully paid, or partly paid (shareholders then owe the unpaid balance on request).
Documents
- On incorporation, founders' shares are stated in Form NNC1; no Form NSC1 is needed for those initial shares.
- Later issues are reported on Form NSC1 with a statement of capital within one month.
Share premium Money paid above a nominal amount is recorded within share capital, because the old share premium account no longer exists as a separate legal concept.
Money in vs money paid Capital issued is not necessarily deposited in the bank on formation; proof of funds is a banking question rather than a Registry requirement.
Legal basis
- Companies Ordinance (Cap. 622), s.135
- Companies Ordinance (Cap. 622), s.142
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.