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In addition, 1079 non Hong Kong companies have newly opened branches in Hong Kong and registered under the Companies Ordinance, bringing the total number of registered non Hong Kong companies to 15126, an increase of 2% compared to 2023, both of which have set historical records.
These encouraging data indicate that Hong Kong's excellent business environment has been widely recognized by domestic and foreign enterprises, which is also inseparable from the Hong Kong government's active promotion of the revision of the Companies Ordinance to optimize the business environment and facilitate business operations in Hong Kong.
In the field of cross-border e-commerce, more and more companies are choosing to register companies in Hong Kong and use their identities to enter the cross-border e-commerce market. To help everyone better understand the requirements, information, and process of registering a Hong Kong company, today the editor will bring you a super detailed "Hong Kong Company Registration Guide" ������
1、 The necessary conditions for registering a Hong Kong company
1. To select a verified registered name
(1) Need to have a name in both Chinese and English
A Chinese or English name (or both) must be provided, and the Hong Kong company name can be a mixture of Chinese and English or entirely in English, but cannot be in pure Chinese.
The Chinese name should end with "Limited Company", and the English name should end with "Limited".
The name must not be duplicated with a registered Hong Kong company (to be searched through the Hong Kong Companies Registry).
(2) Prohibited names
Names related to government agencies and international organizations (such as "China", "country", etc.) shall not be used.
Additional license applications are required for sensitive industries such as "banking", "insurance", "trust", etc.
2. There should be shareholders, directors, and secretaries
(1) Shareholders (owners)
At least one shareholder, who can be a natural person (without nationality restrictions) or a company.
The maximum number of shareholders is 50, and 100% foreign ownership is allowed.
(2) Director (Manager)
At least one director, who can be concurrently held by shareholders, without nationality restrictions.
Directors must be at least 18 years old and have no criminal record.
(3) Company Secretary
A Hong Kong resident or licensed secretary company must be appointed as the statutory secretary responsible for handling government documents, annual reviews, and other matters.
Please note:
As shareholders or directors, natural persons need to submit valid personal identification documents and address proof documents, while legal persons as shareholders or directors need to provide enterprise registration proof documents and important identity information of enterprise directors.
3. Registered capital
(1) Minimum registered capital
The default standard is HKD 10000 (no capital verification required).
Capital can be freely set to any amount, and no additional taxes need to be paid for amounts exceeding HKD 10000.
(2) Share allocation
It is necessary to specify the number of shares and the face value per share (usually HKD 1 per share).
Excessive registered capital may affect the stamp duty cost of future equity transfers.
4. Registered address
Local address in Hong Kong
An actual office address within Hong Kong must be provided (not a post office box) for receiving government letters.
If using a virtual office or proxy address, ensure that the proxy organization is compliant.
5. Business nature and scope
Nature of Business
It is allowed to engage in legal industries, and the Chinese or English expression should be indicated at the time of registration (usually written as "trade" or "consulting services", etc.).
It is not necessary to list specific businesses in detail, but for regulated industries such as finance, education, healthcare, etc., a license application is required.
2、 Preparation for Hong Kong Company Registration
01. Determine the company name, check the register to verify if it is available
Naming a company is not an easy task. It should not only reflect the company's business scope, but also be memorable and able to showcase the company's philosophy. Often requires a certain level of innovative thinking and making certain trade-offs.
After determining the company name, it enters the search process, which involves checking whether there are any duplicate names in the Hong Kong company name. This requires verification through the online search system of the Hong Kong Registry.
02. Select company type
The main types of companies include: Hong Kong private companies, Hong Kong public companies, Hong Kong listed companies, Hong Kong holding companies, Hong Kong company groups, Hong Kong overseas companies, Hong Kong unlimited companies, and Hong Kong limited companies.
3、 Hong Kong company registration materials
1. Proof of shareholder/director identity
Natural person: Copy of ID card or passport (notarized).
Shareholders of the company: company registration certificate, articles of association, and director's register.
Legal entity: copy of company registration certificate, business license, etc.
Legal secretary information: including the name, address, and other information of the secretary.
2. Address proof
Proof of address of shareholders and directors for the past 3 months (such as utility bills, bank statements).
3. Company Articles of Association
We need to submit articles of association that comply with the Hong Kong Companies Ordinance, and we can choose the standard version or draft it ourselves.
4. Registered capital
No capital verification is required, but the registered capital amount and share distribution ratio need to be determined, and the number of subscribed shares by shareholders should be indicated.
4、 Hong Kong company registration process
Step 1: Search for company name
1. Name drafting
Determine the name in both Chinese and English (optional one or both), ensuring that the name complies with the requirements of the Hong Kong Companies Ordinance (such as ending with "Limited Company" or "Limited").
2. Search verification
Log in to the online search center of the Hong Kong Companies Registry or entrust an agency to verify whether the name has been registered.
Search fee: approximately HKD 30-50 (online search is free, but registration is required).
3. Alternative name
Suggest preparing 2-3 alternative names to prevent duplicate or non compliant preferred names.
Step 2: Prepare registration documents
1. Fill in the legal form
Establishment Form (NNC1): Fill in the company name, shareholder/director information, registered capital, share distribution, etc.
Articles of Association: Standard versions (such as "Articles of Association Template") or custom versions can be selected.
2. Shareholder and Director Information
Natural person: Provide a copy of ID card/passport (notarized) and proof of address (water and electricity bills, bank statements, etc. for the past 3 months).
Shareholders of the company: Provide the company registration certificate, director register, and identification of authorized signatories.
3. Appointing a company secretary
Sign a service agreement with a licensed secretarial company to clarify the responsibilities of the secretary (address affiliation, annual review, government liaison, etc.).
Step 3: Submit registration application
1. Submission method
Electronic submission: Apply online through the Hong Kong government's registration platform (fastest 1 working day certificate).
Paper submission: mailed or submitted to the Hong Kong Companies Registry (processing time approximately 5-7 working days).
2. Government expenses
Business Registration Certificate (BR), Company Registration Fee
Step 4: Obtain the company certificate
1. Approved documents
Certificate of Company Registration (CI): certifies the legal establishment of a company.
Business Registration Certificate (BR): Equivalent to a business license, it needs to be renewed annually.
2. Other documents
Articles of Association, Director's Register, Stock Register, Statutory Record Book, etc.
3. Seal making
Engrave company seals (corporate seal, steel seal, director's signature seal).
Step 5: Open a bank account (optional)
1. Choose a bank
Local banks in Hong Kong (such as HSBC, Standard Chartered, Bank of China, etc.) or virtual banks (such as ZA Bank, Zhong'an Bank).
2. Account Opening Information
Complete set of company documents, identification of directors/shareholders, business plan, address proof, etc.
3. Interview requirements
Some banks require directors to attend face-to-face interviews in Hong Kong or undergo video authentication (depending on bank policies).
Step 6: Tax registration and operational preparation
1. Tax registration
The Hong Kong Inland Revenue Department automatically sends out the profits tax form (the first tax form for a new company is usually sent out 18 months later).
2. Open a basic account
Register a Hong Kong government electronic service account (for online tax reporting, annual review, etc.).
3. Business initiation
Printing business cards, opening official websites, signing lease contracts (if actual office space is required), etc.
precautions
1. Time cycle
Electronic registration can be completed in at least one day, while paper application takes about 5-7 days (excluding document preparation time).
2. Compliance risk
Failure to conduct annual review or tax reporting on time will result in fines (with a maximum fine of HKD 50000 for overdue annual review).
3. Proxy selection
Priority should be given to Hong Kong licensed secretarial companies (with verifiable license numbers) to avoid using unqualified intermediaries.
5、 What other issues should I pay attention to after successfully registering a Hong Kong company?
（1） Annual compliance requirements
1. Annual Declaration (Annual Review)
Time: Within 42 days from the anniversary of the company's establishment, the "Annual Declaration Form" (NAR1) must be submitted to the company registration office.
Cost: The penalty for overdue payment increases over time (with a maximum penalty of HKD 50000 and a daily penalty of HKD 700 for breach of duty).
Content update: It is necessary to verify whether the information of company shareholders, directors, secretaries, registered addresses, etc. has changed.
2. Renewal of Business Registration Certificate
Renewal period: The Business Registration Certificate (BR) needs to be renewed every year on the anniversary of the company's establishment.
Cost: Standard registration fee of HKD 2250 (electronic certificate) or HKD 2750 (paper certificate).
（2） Tax declaration and compliance
1. Profit tax declaration
First declaration: The company will receive the profit tax form issued by the tax bureau within 18 months after its establishment and must submit it within 3 months.
Subsequent declaration: Once a year, audited financial statements must be attached (if the company has actual operations).
Zero declaration: If the company has no bank statements or has not conducted business, it can submit an "inactive audit report" to apply for zero declaration.
2. Offshore tax exemption application
Condition: If the company's profits do not come from Hong Kong, it can apply for offshore income tax exemption from the tax bureau and provide proof such as business contracts and logistics documents.
3. Salary tax declaration
Employee salary: If the company hires Hong Kong employees, it is required to declare salary tax (annual declaration) for the employees.
（3） Company Secretary and Address Maintenance
1. Duties of Legal Secretary
Ensure that the secretarial company continues to provide compliance services (such as receiving government letters, handling annual audits, etc.).
If changing the secretary company, a change notice must be submitted to the company registration office within 14 days.
2. Validity of Registered Address
A valid local address in Hong Kong must be retained, and any address changes must be updated within 15 days.
（4） Bank account maintenance
1. Account activity level
Regularly use the account for trading to avoid being listed as a "dormant account" and frozen by the bank due to long-term inactivity.
Some banks require a minimum deposit (such as HSBC requiring HKD 50000, otherwise a monthly fee will be charged).
2. Data Update
Timely report changes in company directors and shareholders to the bank to avoid account restrictions.
（5） Handling of Important Information Changes
1. Shareholder/Director Change
Notice of Change of Company Secretary and Director (ND2A/ND2B) must be submitted to the Company Registry within 15 days after the change.
2. Share transfer
A share transfer agreement needs to be signed, and a stamp duty of 0.2% must be paid (with each party paying 0.1%).
3. Amendment to the Articles of Association
If the company's articles of association are to be amended, a shareholder resolution must be passed and a Special Resolution (NSC1) must be submitted to the company registry.
（6） Business Compliance and Licensing
1. Industry specific license
If it involves regulated industries such as finance, insurance, education, etc., corresponding licenses (such as money service license, insurance brokerage license, etc.) need to be applied for.
2. Contract and Invoice
Use the contract and invoice with the company name, indicating the company number (CI number) and business registration certificate number (BR number).
（7） Audit and Financial Records
1. Audit requirements
Companies with actual operations are required to entrust Hong Kong certified public accountants to audit their financial statements annually (even if they incur losses).
2. Record keeping
Keep business contracts, bank statements, tax records, and other documents for at least 7 years for tax bureau inspections.
（8） Common Risks and Responses
1. Overdue penalty
Overdue annual audits and tax reporting may result in high fines and even forced company deregistration.
2. Bank account freeze
If the bank suspects that the account is involved in money laundering or that the information has expired, it may require additional documents or directly close the account.
3. Tax inspection
The tax bureau may conduct spot checks on offshore tax exemption applications and must retain the complete business evidence chain.
（9） Maintenance checklist (annual mandatory)
