Company registration in Hong Kong

Two offices are involved from the first day. The Companies Registry incorporates the company under the Companies Ordinance; the Inland Revenue Department issues the business registration certificate. One submission produces both, and the fees are paid together.

Everything else we run in the territory is collected on the Hong Kong page, and registration in other countries on company registration.

What goes into the incorporation file

• A name that passes the Registry's rules, in English, in Chinese or in both.
• Articles of association, and the incorporation form naming members, directors and the secretary.
• At least one director who is a natural person; a body corporate may sit alongside that person, never instead.
• A company secretary: a natural person ordinarily resident here, or a body corporate whose registered or principal office is here.
• A registered office in Hong Kong, because that is where every statutory notice will arrive.

The two seats one person cannot hold

The same person cannot be the only director and the company secretary at once. Where a private company has one director and the secretary is a body corporate, that body may not take the seat either if its own sole director is the company's sole director.

The register of the people who control it

Every Hong Kong company keeps a register of its significant controllers and names a representative who can produce it to a law enforcement officer on demand. That representative is a member, director or employee resident here, or an accounting, legal or trust-and-company-service professional.

Published fees

Three ways in, and what each one costs

A local company limited by shares

The ordinary route for a trading or holding company: HK$1,545 electronically, HK$1,720 on paper, and a straightforward electronic case is normally certified within one hour.

A company limited by guarantee

Used where there is no share capital. The registration fee follows the number of members, from HK$155 upwards, and the certificate generally takes about three weeks.

A company already incorporated abroad

A foreign company opening a place of business here registers with the Registry at the same HK$1,545 or HK$1,720 and keeps the law of its own place of incorporation.

What the first year asks for

• The annual return, within 42 days after the anniversary of incorporation, at HK$105.
• Financial statements audited by a practising accountant, unless the company is dormant.
• The business registration certificate renewed on its own commencement date.
• Profits tax at 8.25% on the first HK$2,000,000 of assessable profits, and 16.5% above that.

Sources: fees and issuing times — the Companies Registry on incorporation, its fee table and the business registration fee and levy table; audit — sections 405 and 447 of the Companies Ordinance; rates — profits tax.