Company Incorporation in Hong Kong – Complete Guide

Before you go any further along the incorporation process, you’ll need to decide on your business name. This is important in the early stages of starting your business as it is a crucial component of the form you need to fill out. Find a unique name that hasn’t already been used or you will be required to change it later down the line, which could slow down your application.

Choose a name that accurately represents your business and brand, and try to avoid anything that could be interpreted as offensive. Remember that this is likely to be the first thing customers will learn about your business, so you’ll want to give a good first impression.

You will need to keep a list of all company executives. These are the people in your management team who have significant control. Make sure the list is well maintained and any new executives are recorded. This is also known as Companies Ordinance.

Companies Ordinance or the Companies Act is an official document created in 1984 which states the legal limits within which companies can do business in Hong Kong.

You will need to appoint a Designated Representative (DR) who is responsible for reporting to the Significant Controllers Register (SCR). The DR must be a local resident who is an owner, director or employee of the company. Alternatively, they can be a legal or accountancy professional or another licensed professional.

Every company in Hong Kong holds information about its ownership and who influences decisions. Designated Representative is responsible for dealing with SCR inspections, and making sure that the record of Significant Controllers is kept up-to-date.

You can learn more about the Significant Controllers Register and Designated Representatives in our article about how Hong Kong collects information about company ownership.

Limited companies can have any number of directors, but you must appoint at least one. There are some rules about who can be a director:

• They do not need to be a Hong Kong resident and can be of any nationality
• They must be at least 18 years old
• They must not be bankrupt or have any convictions
• They do not need to be shareholders

Directors are responsible for the overall management of the company, both individually and as a collective. They should act in its best interests and ensure it runs both lawfully and efficiently.

Your business can have between 1 and 50 shareholders. There are some rules about who they can be:

• They do not need to be a Hong Kong resident and can be of any nationality
• They must be at least 18 years old
• Directors can also be owners
• They can be an individual or a company

Put simply, the shareholders own the company and appoint directors to run it. Shareholders can generally make decisions on issues directors cannot, and also keep an eye on the finances, which includes approving how money is spent.

The next role to appoint is a company secretary who will be responsible for your records and ensure you comply with statutory requirements. This can be an individual person or a company. Individuals must be resident in the country and companies must be registered locally as a place of business. If you have a sole director/shareholder they cannot also fulfil the role of secretary.

Contrary to what the name suggests, this is not a clerical role but instead acts as a form of gatekeeper, playing an advanced role in the company’s legal maintenance. You cannot incorporate without a company secretary and must always have one appointed for as long as you are trading.

Share capital is the value of equity your business has issued in shares. There is no minimum share capital requirement for Limited Partnerships or Limited Liability Companies, but you will need at least one share issued to a minimum of one shareholder. Shares don’t have to be issued in Hong Kong dollars, as long as they are in another major currency.

In Hong Kong, the type of shared capital is Issued capital, which refers to the total value of currently allotted shares. This is calculated based on the number of allotted shares and the value of each share.

It’s important to have a local address to register your company. This must be an actual, physical location in Hong Kong, not just a PO Box. A registered address is required in law to receive official mail from the government. However, it doesn’t have to be your main place of business — it is often the same location as the secretary.

One option is to use a formation company that can provide you with a registered address. You can also use your residential address as your business address but bear in mind that this information will be publicly available once you register.

Details about your company officers are public information and must be made available under the Hong Kong Companies Registry.

It is possible to keep this information confidential. If you wish to do this, you’ll need to enlist a professional to appoint a corporate shareholder and nominee individual director.

You’re expected to maintain and file accurate accounts. These should be audited annually by Certified Public Accountants and filed to the Inland Revenue Department along with your tax return, using your Business Registration Number.

Hiring a company accountant is a great way to make your bookkeeping more efficient and ensure your accounts are audited to the correct standards. It also frees up your time to focus on running your business and making it a success.

Make sure you have an up to date Business Registry Certificate. This is a vital document which outlines the fundamentals of your business. It needs to be renewed annually or every three years, depending on what type of certificate you have. Renewals must be made a month before it expires. You need to display the certificate in your office. If you don’t already have a Business Registration Certificate, you can download one from the Business Registration Office website. You’ll have to complete form IRBR 37 and pay any required fees within 30 days of commencing operations or any business change.