Decide on a unique company name that depicts your business’ activities and business personality. The company name must be approved before you can proceed with the incorporation of a Hong Kong company.
There are three business entity types prevalent in Hong Kong, depending on your business requirements.
Branch Office: This is when a parent company – incorporated outside Hong Kong – wants to establish a place for carrying out its business in Hong Kong. Such a company may register in Hong Kong as a Registered Non-Hong Kong Company, and its branch office is not treated as a separate legal entity. Such an office can only leverage funds off the credit ratings of the parent company.
Representative Office: It is useful for companies incorporated outside Hong Kong, looking to explore the business scene in the region before making a larger investment. Such offices cannot engage in profit-making activities and can perform only certain functions, e.g. back office or administration.
Private Companies Limited by Shares: This is the most common type of company incorporated in Hong Kong, and it can enjoy the benefits of the Closer Economic Partnership Arrangement (CEPA), a free trade agreement with Mainland China.
Take note, in Hong Kong, such companies require:
• a registered office inside Hong Kong
• one company secretary, who might be a natural person (must then be ordinarily residing in Hong Kong), or a body corporate (must then have its registered office or place of business in Hong Kong)
• at least one director who is a natural person, but can be a non-resident in Hong Kong
It must be noted, though, that if the company incorporated has one director only, he or she cannot also function as the company secretary.
In terms of shareholding, in Hong Kong, there’s no requirement for shareholders to be residents, and the director can also be the sole shareholder.
It is also mandatory for a company to maintain up-to-date beneficial ownership information in the Significant Controllers Register, which should be open for inspection by enforcement upon demand. This is to enhance the transparency of corporate beneficial ownership in the jurisdiction.
After the name and structure are decided, an application for company incorporation can be made, which will include a simultaneous application for a business registration certificate. The documents required include:
• Incorporation Form (Form NNC1 for a company limited by shares)
• A copy of the company’s Articles of Association
• A Notice to Business Registration Office (IRBR1)
Also, note that the service fees charged by the Companies Registry for incorporation of a company limited by shares are HK$1,720 (If unsuccessful, an application for a refund of HK$1,425 may be made) and for application for the business registration certificate is HK$250 (it depends on the Hong Kong Budgets from time to time) (If unsuccessful, an application for a full refund may be made).
The applications can be submitted either online – 1) via the 24-hour portal e-Registry, 2) via the “CR eFiling” mobile application, 3) or by delivering the documents in hard copy to the Companies Registry with the prescribed fees.
Staying true to Hong Kong’s business-friendly reputation, online applications for company incorporation is normally processed within an hour. Hard copy application generally takes four working days.
Importantly, as noted above, businesses must be registered with the Business Registration Office of the Hong Kong Inland Revenue Department within one month of starting the business. After the company has done this, it is required by law to display its Business Registration Certificate at its place of business. Normally, application for company incorporation includes a simultaneous application for a business registration certificate. Thus, to apply for incorporation of company and business registration certificate together, you must also deliver the Notice to Business Registration Office (IRBR1) Form, along with the Incorporation Form (NNC1), to the Companies Registry (CR) while making the incorporation application.
The certificate of incorporation and the business registration certificate would be issued and available for collection on the business day after the date of incorporation of the company.