Call Us +852 3956 3112 WhatsApp Us (+852) 6178 8263

What Is The Business Registration Process In Hong Kong?

By Fastlane Team, October 3, 2019 (5 mins)

updated on July 7th 2020

Hong Kong serves as a competitive platform in the Asia-Pacific region. With a reputation for having a business friendly infrastructure, extensive economic freedom, and globalized financial platform that constantly embraces innovation, entrepreneurs and SMEs are often considering business registration in Hong Kong as the next logical step of their venture. But how easy is it to actually complete the Hong Kong business registration process? In this article, we will outline the Hong Kong business registration process and what applicants should pay attention to during it.

 

What You Will Learn:

  • What is the Hong Kong business registration process?
  • What to consider when selecting a company name
  • What are the most common legal entities for your company
  • What incorporation forms should you submit?

Set up your business in 3 steps:

1. Selecting A Company Name

2. Determining The Appropriate Legal Entity

2.1. Common Business Structures

3. Submission Of Application Documents

1. Selecting A Company Name

The most important stage of the business registration process is selecting a name for your business. The company name may be in Chinese, English, or both. It is mandatory to select a unique name for your company, as any duplication with other companies, present or the past, will be rejected.

Image Right
Image Top

1. Selecting A Company Name

The most important stage of the business registration process is selecting a name for your business. The company name may be in Chinese, English, or both. It is mandatory to select a unique name for your company, as any duplication with other companies, present or the past, will be rejected.

Certain words may also require approval before business registration. Prior approval is required if a company name is deemed to be connected in any way with the Central People’s Government or the Government of the Hong Kong Special Administrative Region, or any department or agency of either Government. Company names that demonstrate a connection will only be allowed when it is deemed that there is a genuine connection.

 

If a company name is considered by the Hong Kong Registrar of Companies (the “Registrar”) to constitute a criminal offence or is offensive or otherwise contrary to public interest, a desired company name will not be registered.

2. Determining The Appropriate Legal Entity

After deciding upon a company name, you should also determine the most appropriate company structure and before submitting your Hong Kong business registration application. The structure of a company not only influences the day-to-day operations of your business, but it also helps set the foundation on which further business growth can be achieved. The structure of a company influences the day-to-day operations of your business and helps set the foundation on which further development can be achieved. As such, the appropriate choice of the above can ensure efficient handling of matters such as tax obligations, legal liabilities and also allows for potential future investment.

2.1 Common Business Structures

·       Branch Offices

·       Sole proprietorship and partnerships

·       Limited company

·       Company limited by guarantee

·       Company limited by shares

It is common to register companies as a limited company. One of the advantages of the limited companies includes :

Icon 1

A more direct and convenient process for ownership transfer and fund raising compared to other business entities

Icon 2

A segregation of the legal entity in Hong Kong

Icon 3

To protect personal assets from business dangers.

3. Submission Of Application Documents

Upon selection of the above, the following application documents and their corresponding fees must be submitted to the Hong Kong Companies Registry either electronically or as a hard copy:

 

1. Incorporation Form – Form NNC1 – Company Limited by Shares

For those looking to incorporate a company limited by shares, they should submit Form NNC1. While this form may look simple at first glance, any mistake can cause a delay in your application. Most SMEs in Hong Kong are incorporated as a company limited by shares due to the relatively minimal risk associated with operating a company structured in such a way. 

 

Companies limited by shares offer extra protection to its shareholders as the company will exist as a separate legal entity from the individual. As a result, if the company limited by shares encounters financial problems, the liabilities of the owners are limited to the assets within the company, and therefore this can protect their personal financial assets.

Full-Width Image

2. Form NNC1G – Company Not Limited by Shares

Unlike the NNC1, Form NNC1G is for those who are looking to set up a Hong Kong company that is not limited by shares – often in the form of a guarantee. 

A company limited by guarantee is not commonly used in Hong Kong but are often used by non-profit organisations that require a legal entity. These kinds of companies are limited by guarantee which means that parties involved are considered to be guarantee members and not shareholders. Companies incorporated under this structure require members guarantee to agree to invest a predetermined amount to cover the company’s liabilities in the event of the company winding up.

Full-Width Image

3. A Copy of the Company’s Articles of Association 

A company’s Articles of Association is a fundamental document for all Hong Kong companies who are looking to complete the business registration process. This document outlines a company’s purpose and scope of activities it is allowed to carry out. This document is of such significance that it can even be used as a manual for a Hong Kong company to help define its business objectives, outline the methods or solutions in which it intends to accomplish these goals and even includes details of the company’s name, share capital , organizational structure and so on.

 

4. A Notice to Business Registration Office (IRBR1)

IRBR1 should be submitted alongside a company’s business registration application documents. If an IRBR1 notice is not submitted, the Registrar of Companies will reject your business application.

Luckily, you don’t have to physically be in Hong Kong to incorporate a company. Even foreigners and Hong Kong non-residents are not prohibited from incorporating a company in Hong Kong! With the Hong Kong Government’s e-Registry system, applicants can register their companies online. You may also consider engaging a professional firm to assist you in the incorporation process by acting on your behalf. However, upon successful incorporation, most Hong Kong banks will require you to submit hard copies of all your documentary evidence in person.

Please include attribution to fastlanepro.hk with this graphic.

Company Formation Process In Hong Kong

Conclusion

The FastLane Group is your one-stop solution for company formation process in Hong Kong. We offer guidance in company setup and registration, company secretary, audit, tax computation, profit tax return filing and a registered address for your company registration matter. For further information about company formation in Hong Kong, please visit our next blog that introduces What are the key positions in a Hong Kong Company?



Related Articles