Incorporate in Hong Kong: A Step-by-Step Guide to Business Setup

Hong Kong is one of the world’s most business-friendly destinations, attracting entrepreneurs from all over the globe. Its low tax rates, strategic location, and efficient legal systems make it a prime hub for setting up a company.This guide will walk you through the process, legal requirements, costs, and benefits of incorporating in Hong Kong.

Why Incorporate in Hong Kong?

If you incorporate in Hong Kong, it opens up a plethora of opportunities for businesses. The region's political and economic stability, along with its proximity to China and Southeast Asia, allows businesses to expand quickly in key markets. As of September 2024, the market capitalization of Hong Kong was $36.9 trillion.

Benefits of Incorporating in Hong Kong

1. Low Taxes: Corporate taxes are capped at 16.5% as of 2024, one of the lowest corporate tax regimes in the world, and there’s no tax on dividends, capital gains, or interest income.
2. Free Trade and Investment Policies: With no tariffs on most goods and no restrictions on foreign ownership, Hong Kong encourages both local and international business growth.
3. Efficient Legal System: Based on English common law, Hong Kong provides strong protection for contracts, intellectual property, and investors’ rights.
4. Ease of Doing Business: Hong Kong ranks high in global indices for ease of doing business, thanks to its regulatory environment and quick company incorporation processes.

Legal Requirements for Incorporation in Hong Kong

Types of Business Entities Available

Before you start the business incorporation process in Hong Kong, you must choose the appropriate business structure based on your goals. The most common types are:

• Private Limited Company (Ltd.): It offers limited liability to shareholders and can raise capital through issuing shares. It can also gain assets, get in debt, or enter contracts as a company. 
• Public Limited Company: A larger, more complex structure suitable for businesses that intend to offer shares to the public.

The above two types fall under the category of companies limited by shares.

• Company Limited by Guarantee: The guarantee members in this arrangement are not shareholders who make investments. This is used by non-profit organizations to select members who agree on a fixed amount to cover debts if the company dissolves.
• Subsidiary Offices: Subsidiary offices act as independent entities from their foreign/local parent companies. They are also incorporated as private limited companies. 
• Branch Office: A foreign company that wants to establish a presence in Hong Kong but operate under the parent company’s legal identity.
• Representative Office: Used mainly for research and market exploration in Hong Kong, but it cannot engage in profit-making activities. 

Documentation Needed to Incorporate in Hong Kong

To incorporate a company in Hong Kong, both local and foreign individuals can act as founders.

Document

Description

NNC1 Form

Incorporation form for a company limited by shares. It includes the company name, registered address, number of shares, share capital details, liability of members, and information about owners, directors, and company secretary.

NNC1G Form

Similar to NNC1, this is for a company not limited by shares. It provides the incorporation information for companies with different share structures.

IRBR1 Form

Notice to the Business Registration Office. Submitted alongside incorporation documents.

Articles of Association

A company’s constitution outlines operational guidelines, including share capital, corporate shareholder rules, and other key regulations.

Directors and Shareholders’ Identification Documents

Includes Hong Kong ID cards or passports for directors and shareholders to verify their identity.

NNC3 Form

If a director hasn't signed the consent form during incorporation, this form must be signed and submitted within 15 days of the company's incorporation. Failing to do so may result in fines.

Completed Incorporation Form

Contains key business details like the company name, registered address (must be a physical location in Hong Kong), number of shares taken up, share capital details, liability of members, information on owners, directors, company secretary, and business activities.

Step-by-Step Process to Incorporate in Hong Kong

1. Choose Your Business Structure

The first step in business incorporation in Hong Kong is selecting the right structure based on your business goals. For most entrepreneurs, a Private Limited Company offers the right mix of limited liability protection and flexibility in raising capital. Larger businesses may opt for a Public Limited Company. Foreign businesses can open a Branch Office or a Representative Office if they aren’t ready for full incorporation in Hong Kong.

2. Register Your Business Name

Choose a unique company name in either English or Chinese. The Companies Ordinance DOES NOT allow combined language names. Your company name must not be similar to existing registered businesses in the Registrar’s Index of Company names since there are fines up to HK$100,000 for similar or copied names.

Consult the Guideline on Registration of Company Names for Hong Kong Companies and make sure you follow all points. To check for availability, use the Companies Registry e-Services Portal. Please use the "Exact Name Search" mode. Be sure to conduct a trademark search using the Trademark Register maintained by the Intellectual Property Department.

3. File Incorporation Documents and Choose Officials

Submit your incorporation documents online or through paper submission.

• Incorporation Form (Form NNC1) for companies limited by shares or Form NNC1G for companies not limited by shares.
• A copy of the company’s Articles of Association.
• A notice for business registration (Form IRBR1).

These forms can be submitted online through the e-Registry portal or in person at the Companies Registry. A private limited company needs at least one director, who is a Hong Kong resident and one company secretary. Both positions can’t be held by the same person.

Your company also needs to have a physical registered address to receive all the documents.

Step 4: Submit an Application for Company Incorporation

To incorporate your business in Hong Kong, you must submit an application for company incorporation. It involves two parts: the company incorporation and the business registration. These occur simultaneously, and there are two different ways to do it:

• A 24-hour e-Services Portal of the Companies Registry (CR).
• A hard-copy method wherein you deliver your documents with the required fees.

Here, you should be submitting the forms mentioned earlier in the table under Documentation Needed to Incorporate in Hong Kong.

Step 5: Register the Business with the Business Registration Office

The business incorporation process in Hong Kong requires you to register your business with the Business Registration Office within one month of the application for incorporation. You need to provide the below documents:

• Issue a form called IRBR1 to the Business Registration Office.
• A fee for business registration, for this you can refer to the Inland Revenue Department website.

Step 6: Obtain Necessary Licenses and Permits

Depending on your business type, you may need additional permits or licenses. Refer to import and export operations and other business operations in Hong Kong for guidance on the necessary permits your business may need.

If you need more clarification on any of the steps above, book a call with Commenda’s experts and incorporate in Hong Kong faster!

Costs and Fees Associated with Incorporating in Hong Kong

Incorporating a business in Hong Kong is relatively affordable. The costs include:

1. Company Incorporation Fees: Approximately USD 220 for the incorporation application for the hard copy form.
2. Business Registration Fees: Around USD 260 for a one-year certificate and USD 755 for a three-year certificate.
3. Other Costs: Depending on the nature of the business, you may need to budget for legal fees, opening a corporate bank account, or hiring a company secretary.

Common Challenges and How to Overcome Them

While incorporating in Hong Kong is straightforward, a few challenges may arise:

• Navigating Legal Requirements: Foreign entrepreneurs unfamiliar with Hong Kong’s legal system may struggle with compliance. It’s advisable to hire a local business consultant or lawyer.
• Bank Account Opening: Some banks in Hong Kong have stringent requirements, be prepared to provide detailed documentation and references.
• Cultural and Language Barriers: Though English is widely spoken, businesses dealing with local authorities and employees may face some language or cultural barriers.

FAQs About Incorporating in Hong Kong

Q) What are the legal requirements to incorporate in Hong Kong?

To incorporate in Hong Kong, you need at least one director (a natural person), a company secretary, a registered business address, and approved incorporation documents. You must also register with the Business Registration Office.

Q) How long does it take to incorporate a business in Hong Kong?

Incorporation can take as little as 1-2 weeks if all documents are submitted correctly, especially when using the online e-Registry portal.

Q) What types of companies can be incorporated in Hong Kong?

You can incorporate a Private Limited Company, Public Limited Company, Branch Office, or Representative Office. Each has distinct legal and operational implications.

Conclusion

Business incorporation in Hong Kong offers business owners a host of advantages, from low taxes and free-market policies to efficient legal protections. If the process seems overwhelming, hiring the right legal and business advisors can smoothen the process. Commenda's expertise in Hong Kong incorporation can alleviate the burden. Commenda ensures that your business is established correctly, checking all legal and compliance boxes. Get in touch with us today to begin your incorporation journey smoothly.

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