Company Registration Requirements in Hong Kong

The following documents for hong kong companies are required for registering a business efficiently:

• A genuine copy of the company’s Articles of Association. This is a standard document that is normally given by the professional services firm (Startupr, in this case) who is assisting with the incorporation of the company.
• An adequately finished incorporation form which includes the following:
  – Number of shares taken up by subscribers.
  – Share capital recorded on incorporation.
  – Liability of members.
  – Particulars of shareholders, directors and company secretary.
  – Brief description of business activities
  – Registered address
  – Company name

The other documents required for incorporation are:

• For corporate shareholders and directors:
  – Copy of the company documents such as the Certificate of Incorporation, the Articles of Association, the related documents for showing the UBO (ultimate beneficial owner) along with the UBO’s copy of Hong Kong identity card / International passport, and copy of residential address proof.
• For resident shareholders and directors:
  – Copy of residential address proof.
  – Copy of Hong Kong identity card.
• For non-resident shareholders and directors:
  – Copy of International passport, overseas residential address proof.

If any foreigner wants to register a limited liability company in Hong Kong, they would need to consider the following points that are vital requirements and facts for Hong Kong Companies:

• Foreigners who don’t plan to relocate to Hong Kong can easily and freely operate their Hong Kong company from overseas.
• Even though there is no obligation to be physically available during the company registration, the person might need to be physically present for the purpose of opening a bank account, depending on the bank they have chosen.
• A foreigner is allowed to be the sole shareholder and the director of the company in Hong Kong. There is no need to be a resident of Hong Kong for it.

OUR CONSULTANT ASSIST YOU IN DOCUMENTATION AND ARRANGEMENT OF ADDRESS AND COMPANY SECRETARY TO MAKE ENSURE SMOOTH REGIATRATION OF YOUR COMPANY. 

• Maintaining one director, one shareholder;
• Maintaining local registered address and local company secretary;
• Renewal business registration certificate;
• Annual return filing;
• Tax return filing with audited financial statements.

The Business Registration Certificate has to be renewed, exactly one month prior to the expiry date on an annual basis or once in every three years, as per the case of the certificate

Maintenance of Accounts, Audit and Tax Filing

One of the most critical obligatory requirements and facts for Hong Kong Companies is to prepare and maintain accounts. These accounts have to be audited annually by Certified Public Accountants in Hong Kong only, and the audited accounts along with the tax return have to be filed yearly with the Inland Revenue Department of Hong Kong.

Annual General Meeting and Filings

The Annual General Meeting, also referred to as the AGM, has to be held once in every calendar year. It also has to be held within 18 months of the incorporation date. After the first meeting, the next one has to be held where no more than 15 months can elapse between the previous AGM and the next one. In place of the Annual General Meeting, a written resolution is permissible.

As much as the other documents for Hong Kong companies are essential, each company is obligated to file the annual returns with the Companies Registry and also pay the yearly registration fee.

SO far We have Discussed above is related to LIMITED COMPANY - Specially focused on a Private Limited Company Incorporation Requirements and Compliances thereafter. 

HERE FIND MORE DETAILS STEP BY STEP DIFFERENT TYPES OF COMPANY, THEIR SPECIAL FEATURES AND INCORPORATION AND BUSINESS REGISTRATION PROCESS, GOVT FEE, ETC.

STEP 1

DECIDE ON A COMPANY TYPE AND NAME

Different company types are available for different business requirements. 

A Limited Company (Private Limited or Public):

• This is the most common company type
• This is a company which is incorporated in Hong Kong
• Owners can take advantage of all the tax benefits and concessions available to any fully incorporated business
• They can enjoy benefits such as the Closer Economic Partnership Arrangement (CEPA), a free trade agreement with Mainland China.

A Branch Office of a Parent Company: 

• This is for companies that are incorporated outside of Hong Kong and establish a place of business in Hong Kong
• They must register with the Companies Registry as a ‘Registered Non-Hong Kong Company’ within one month of establishment
• Unlike a subsidiary limited company, a branch office is not a separate legal entity from the parent and can leverage funds off the credit rating of its owner.

Representative Office:

• They cannot engage in profit-making activities and can only fulfil limited functions
• They are useful for companies looking to explore the Hong Kong market before making a larger investment
• If a decision is made to enter into a transaction which creates a legal obligation, it must change the business to a limited company or branch office.

STEP 2

INCORPORATE A COMPANY

Easy Application
Any application for company incorporation will include a simultaneous application for business registration. 

How to Apply
There are three ways to submit you application – either online via the 24-hour portal e-Registry, via the “CR eFiling” mobile application which can be downloaded free of charge, or by delivering the documents in hard copy to the CR with the correct fees.

Required documents: 

• Incorporation Form (Form NNC1 for company limited by shares) or Form NNC1G (for company not limited by shares);
• A copy of the company’s Articles of Association
• A Notice to Business Registration Office (IRBR1)

Fees
The fees for incorporating a company limited by shares are:

Incorporation

• Company Registration fee – HK$1,720 (If unsuccessful, an application for a refund of HK$1,425 may be made)

Business Registration and Levy

• Business registration fee – After 1 April 2019,  fee is reduced to HK250 for a one-year certificate; HK$3,950 for a three-year certificate
• Levy to the Protection of Wages on Insolvency Fund – HK$250 for a one-year certificate; HK$750 for a three-year certificate

Please refer to https://www.ird.gov.hk/eng/pdf/brfee_table.pdf for the latest fees details.

Other relevant fee:
https://www.cr.gov.hk/en/services/fees.htm

Processing Time
Online applications for company incorporation and business registration are normally processed within one hour. Hard copy applications will typically see the Certificate of Incorporation and Business Registration Certificate issued within four working days.

BANK ACCOUNT OPEN

Post incorporation open a corporate account with any bank in Hing Kong. Physical presence is must in Bank account opening.

STEP 3

Register the Business

Businesses must be registered with the Business Registration Office of the Inland Revenue Department within one month of starting business.

Once you have registered your business, you must display your Business Registration Certificate at your place of business.

Easy Registration
Applications for company incorporations includes a simultaneous application for business registrations. Apart from the incorporation documents, you must also deliver the following to the Company Registry (CR) when you make your application for company incorporation:

• A Notice to Business Registration Office (IRBR1)
• Business registration fee: HK$2,000 for a one-year certificate; HK$5,200 for a three-year certificate
• Levy to the Protection of Wages on Insolvency Fund: HK$250 for a one-year certificate; HK$750 for a three-year certificate

Please note there might be some concessions from time to time. Please refer to the portal https://www.ird.gov.hk/eng/tax/bre_lcc.htm for business registration fee and levy table for current charges.

Processing Times
Applications for business registration made in paper form will have their business registration certificates issued in 30 minutes over the counter, or in two working days by post.
Business registration certificates applied under the one-stop company incorporation and business registration service will be issued together with the Certificate of Incorporation by CR, normally within one hour for online applications or four working days for hard copy applications.