Most of the limited companies incorporated in Hong Kong are private companies limited by shares.
A private limited company in Hong Kong requires at least one director and one company secretary. If the company has one director only, the sole director cannot be the secretary of the company at the same time. A non-Hong Kong resident can be appointed as a director. If the secretary is an individual, he/she should ordinarily reside in Hong Kong. If the secretary is a body corporate, its registered office or place of business should be in Hong Kong.
The registered office of the company must be situated in Hong Kong.
There is no requirement for shareholders to be Hong Kong residents. The sole shareholder can be a director of the company.
Once you have chosen a suitable company name, you can submit appropriate fees and the following documents to the Hong Kong Companies Registry: Incorporation Form NC1 (for company limited by shares); a copy each of the Company’s Memorandum of Association and Articles of Association and a Notice to Business Registration Office (i.e. IRBR1)1.
The documents must be submitted together with the correct fees. The fees for incorporating a local company limited by shares include the application fee of HK$1,720 and the capital fee of HK$1 for every or part of HK$1,000 of the nominal share capital. Capital fee is subject to a maximum HK$30,000 per case. The Companies Ordinance has no restriction on the minimum and maximum share capital. The applicant must also pay the correct business registration fee and levy on submission of the documents.
One Stop Electronic Company Incorporation and Business Registration
The Companies Registry launched the electronic incorporation service on 18 March 2011. Normally the electronic Certificate of Incorporation and the Business Registration Certificate can be issued within 1 hour for online application submitted at the Companies Registry’s electronic service portal “e-Registry” (www.eregistry.gov.hk).
In parallel with the new electronic service, the Companies Registry will continue to process paper applications for company incorporations. For applications submitted in paper form, the certificates will be issued within 4 working days (excluding the day of submission).
1 The Companies Registry and the Inland Revenue Department jointly implemented the One-stop Company and Business Registration Service on 21 February 2011. Any person who applies for incorporation of a local company will be deemed to have made a simultaneous application for business registration. The IRBR1 must be submitted together with the prescribed business registration fee and levy at the time when an application for incorporation of a local company is made with the Companies Registry.
