background image
2.1. Main Formation Requirements

The establishment of the company types outlined in Sec. 1.are all relatively straightforward, and can be completed quickly. For most types, the registration process includes registration and approval with both the Hong Kong Companies Registry and the Inland Revenue Department, as well as additional approval and licensing with relevant authorities in some cases. Aside from certain business types, such as insurance companies, there are no minimum requirements for share capital of companies incorporated in Hong Kong, and no maximum limits.

Hong Kong authorities provide for registration to be done via paper or electronically.

The main requirements for each entity type are outlined below.

Limited Company

Documentation

In order to establish a limited company in Hong Kong the following documents are required:

  • A copy of the memorandum and articles of association for the company
  • A completed incorporation from that includes:
    • Company Name
    • Registered Address
    • Description of business activities
    • Particulars of shareholder(s), director(s), and company secretary
    • Liability of members
    • Share capital registered upon incorporation
    • Number of shares taken up by subscribers
  • Copy of passport, overseas proof of address, bank reference letter for non-resident shareholders and directors, and/or
  • Copy of Hong Kong identity card for resident shareholders and directors, and/or
  • Copy of parent company registration documents such as certificate of incorporation and memorandum & articles of association for corporate shareholders and directors

Registration Process

The registration process begins with name approval for the company by submitting application to the Hong Kong Companies Registry. The following outlines the general guidelines for company names.

  • A company can be registered with an English name, Chinese (traditional characters) name, or both. Although combinations of English words/letters with Chinese is not allowed
  • The name must end with the word limited for English names, and the equivalent for Chinese names
  • A name will likely be rejected if (1) it already exists in the Companies Registrar's index, (2) it infringes on trademarks, or (3) it is deemed offensive or otherwise contrary to public interest
  • Certain words such as "trust", "bureau", "council", or other words deemed related to government will require Chief Executive approval before usage. Also, words such as "exchange", "bank", etc. require approval of the relevant authorities

Once the company's name is approved the next step is to file the incorporation request along with the related documentation outlined above with the Hong Kong Companies Registry. The approval process typically takes 5 - 7 days, provided the documentation is all in order.

Within 14 days of incorporation approval, the following documents must be submitted to the Companies Registry.

  • Notification of Appointment of First Directors and Secretary
  • Notice of Consent to Act as Director
  • Notification of Situation of Registered Address
  • Any other documents that may be requested by the Companies Registry

Following all submissions to the Hong Kong Companies Registry, the following must be done

  • Establish company bank account in Hong Kong
  • Complete business registration with the Hong Kong Inland Revenue Department (IRD) within one month of incorporation (can be done concurrently with company registration). The business registration certificate number is also the company’s tax file number.
  • Apply for business license if engaged in business types that require licensing

Partnership

Hong Kong limited partnerships must be registered with the Hong Kong Companies Registry, while general partnerships do not. Limited partnerships which fail to register are considered general partnerships by default.

Documentation

In order to establish a limited partnership in Hong Kong the following documents are required:

  • Completed application form that includes:
    • Partnership name
    • General nature of the business
    • Principal place of business
    • Full name of each of the partners
    • The term (if any) for which the partnership is entered into and its date of commencement
    • A statement that the partnership is limited and the description of each limited partner
    • The sum contributed by each limited partner and whether paid in cash or otherwise
  • Identification for all partners (Hong Kong ID, Passport, etc.)

Registration Process

The first step is to choose a business name for the partnership. This process is similar to that for limited companies, except partnerships are allowed to use Chinese-character English letter combinations. But partnerships are also prohibited from Chinese character English word combinations.

After choosing name, the partnership must then file the completed application form along with the related documentation outlined above with the Hong Kong Companies Registry. The approval process typically takes 5 - 7 working days, provided the documentation is all in order.

Following approval by the Hong Kong Companies Registry, the following must be done

  • Establish company bank account in Hong Kong
  • Complete business registration with the Hong Kong Inland Revenue Department (IRD) within one month of incorporation (can be done concurrently with company registration). The business registration certificate number is also the entity’s tax file number.
  • Apply for business license if engaged in business types that require licensing

General partnerships must also complete business registration with the Hong Kong Inland Revenue Department (IRD) and apply for business license if relevant. The process of registration is more similar to that of a sole proprietorship, outlined below.

Sole Proprietorship

Unlike limited companies and limited partnerships, sole proprietorships do not need to register with the Hong Kong Companies Registry, and need only register with the Inland Revenue Department Business registry. This should be done within one month of starting business.

Documentation

In order to register a sole proprietorship business in Hong Kong, the following documents are required.

  • Completed application form including proposed business name
  • For resident owners - Hong Kong identity card
  • For non-resident owners - a copy of the owner’s passport or identity card

Registration Process

The first step is to choose a business name for the sole proprietorship. The limitations on naming are the same as partnerships, except that names which suggest limited liability are not allowed.

The sole proprietorship is then registered with the Inland Revenue Department. The approval process typically takes just one day, provided the documentation is all in order and there are no objections against the chosen business name.

Post approval, a sole proprietorship can open a corporate bank account in Hong Kong and apply for any relevant business licenses.

Subsidiary

Subsidiaries have essentially the same formation requirements as limited companies, as they are limited companies, just with full foreign ownership.

Documentation

The documents required are the same as for a limited company outlined above. Given the nature of the subsidiary, the following documents are required in particular:

  • A copy of registration documents such as certificate of incorporation and memorandum and articles of association of the parent company
  • Documents for company officers
    • Copy of passport, overseas proof of address, bank reference letter for non-residents
    • Copy of Hong Kong identity card for residents

Registration Process

The registration process for a subsidiary is the same as that for a limited company, including name approval and document submission. The approval process typically takes 5 - 7 working days, provided the documentation is all in order.

As with limited companies, after approval, subsidiaries are required to:

  • Establish company bank account in Hong Kong
  • Complete business registration with the Hong Kong Inland Revenue Department (IRD) within one month of incorporation (can be done concurrently with company registration). The business registration certificate number is also the companies tax file number
  • Apply for business license if engaged in business types that require licensing

Branch Office

The formation of a branch office is similar to that of subsidiaries, although the process results in non-legal entity with full liabilities extending to the parent company.

Documentation

The following documents are required for registration of a branch office:

  • A completed application that includes
    • Registered Address
    • Description of business activities
    • Details of the local representative including identification documents
    • Particulars of the parent company
  • A certified copy of the memorandum and articles of association of the parent company
  • A certified copy of the certificate of registration from where the parent company is located
  • A certified copy of the parent company's latest account (if the parent company is not required to publish its accounts publicly they are not required to submit, although the reason must be stated in the application

Registration Process

The registration process of a branch office begins with name approval. In general, the name must be the same as the parent company, although in certain cases it may be different. Such cases include:

  • The name is the same as or similar to a name already in the Companies Registry’s Index
  • The name infringes on trademarks
  • The name Is considered offensive or otherwise contrary to public interest

Once the company's name is approved the next step is to file the application form along with the related documentation outlined above with the Hong Kong Companies Registry. The approval process typically takes 10 - 14 working days, provided the documentation is all in order.

After Company Registry approval, the branch office can then:

  • Establish company bank account in Hong Kong
  • Complete business registration with the Hong Kong Inland Revenue Department (IRD) within one month
  • Apply for business license if engaged in business types that require licensing

Representative Office (Rep. Office)

The formation of a Hong Kong Rep. Office is somewhat similar to a branch office, but registering with the Hong Kong Company Registry is not required.

Documentation

The following documents are required for a registration of a Rep. Office

  • A completed application that includes
    • Registered Address
    • Details of the appointed chief representative including identification documents
    • Particulars of the parent company
  • A certified copy of the memorandum and articles of association of the parent company
  • A certified copy of the certificate of registration from where the parent company is located
  • A certified copy of the parent company's latest account (if the parent company is not required to publish its accounts publicly they are not required to submit, although the reason must be stated in the application

Registration Process

Once all documentation is prepared, the chief representative must apply for the business registration certificate. The approval process typically takes 2 - 3 working days, provided the documentation is all in order.

After the business registration is complete, a Hong Kong bank account can be opened for the Rep. Office. However, unlike all other entity types, Rep. Offices cannot open bank accounts directly themselves. The parent company of the Rep. Office must open the account.

Foreign/Local Joint Ventures

The particular of joint venture formation depends on the entity type chose, limited company or partnership. Once entity is chosen the process is the same regardless of whether the investors are local or foreign.

Additional Information

One-stop Company Incorporation and Business Registration Service

In 2011 the Hong Kong Companies Registry and Inland Revenue Department jointly launched the One-stop Company and Business Registration Service. With this service, company which applies to the Hong Kong Companies Registry for incorporation will apply for business registration at the same time automatically. The service does not apply to other business types, such as sole proprietorships, partnerships, and branch offices.

Electronic Company Incorporation and Business Registration Service

Along with the One-stop service launched in 2011, an electronic version of the service was also created. With the E-registry the process of incorporating a company is the same as traditional paper, but claims incorporation can be completed in as little as an hour for straight forward cases where all documentation is properly formatted and submitted.

Business Licensing

Any company type may be subject to business licensing requirements depending on the type of business engaged in. In most cases licensing is not needed given the open nature of Hong Kong's business environment. In general licensing can take 2-8 weeks depending on the license and approval rate is high. The following types of business operations require licensing:

  • Employment Agency
  • Travel Agency
  • Restaurant (may require multiple licenses, such as restaurant license, liquor license, bakery license, etc.)
  • Education Business
  • Financial Services (various licenses depending on nature of services)
  • Retail (various licenses depending up the nature of the good sold)
  • Trading (import/export license needed if engaged in the trade of controlled goods, such as tobacco, petrochemicals, animals, etc.)
  • Event management (various licenses depending on nature of the events managed)