The creation of a company in Hong Kong usually takes between 3 and 5 business days. It is very important to note that shareholders and legal representatives can carry out the process of establishing the company without needing to be physically in Hong Kong. The procedure is as follows:
1. Choose the company name
Establishing a new company begins with selecting the desired name. A name search must be conducted in the Companies Registry to verify its availability and ensure that the name does not require prior authorization from the Chief Executive of Hong Kong.
2. Registration with the Companies Registry
Once the above is done, the incorporation of the company is requested from the Hong Kong Companies Registry by submitting the company’s articles of association and required governance forms. Registration fees must be paid at the time of submission. Once the application is accepted, the Companies Registry issues the Certificate of Incorporation.
3. Registration with the Inland Revenue Department
Every person and/or company carrying on any business must apply for a Business Registration Certificate from the Commissioner of Inland Revenue. The application for this registration is automatic upon applying for the Certificate of Incorporation.
After paying the fees and processing the application, the Inland Revenue Department will issue the Business Registration Certificate. This must be displayed at the company’s registered address. If the company operates across multiple locations, a Branch Business Registration Certificate must be requested for each branch.
Business Registration Certificates must be renewed annually, and any changes to the registration must be reported to the Inland Revenue Department within one month of the change.
4. Company Structure and Requirements
4.1. Share Capital
According to the Companies Ordinance (Cap 622), there are no set rules regarding share capital for a company in Hong Kong, although the minimum is HK$ 1.00. Generally, the initial capital of a company is HK$ 1,000.00 or HK$ 10,000.00, divided into 1,000 or 10,000 shares respectively, valued at HK$ 1.00 each.
4.2. Shareholders
According to the Companies Ordinance (Cap 622), private companies in Hong Kong can have a single shareholder holding at least one share. There are no residency requirements for shareholders.
4.3. Directors
A company in Hong Kong must have at least one natural person as a director who will act as the legal representative of the company. Additionally, a corporate body may be appointed. There are no residency requirements for directors, and a shareholder may also serve as a director.
4.4. Company Secretary
Every company must have a secretary responsible for corporate compliance and adherence to regulations under the Companies Ordinance, as well as maintaining the company’s corporate registers. If the secretary is a corporate entity, it must have a registered office or place of business in Hong Kong. If an individual, they must reside in Hong Kong. A sole director cannot also act as the company secretary.
4.5. Registered Address
Every company must have a registered address in Hong Kong where all official communications and notices can be sent. A company’s registered address must be where it keeps its articles of association, files, and registers. However, the registered address does not need to be the location where the company conducts its business operations.
3. Accounting and Financial Statements
Companies must maintain accounting records and appoint auditors in Hong Kong who must be members of the Hong Kong Institute of CPAs. Although there is no requirement to keep a public record of financial statements with the Companies Registry, financial statements must be audited and submitted annually to the Inland Revenue Department.
4. Bank Accounts
To open a corporate bank account in Hong Kong, the company must provide information to comply with anti-money laundering regulations, as well as details requested by the bank to meet Know Your Business and Know Your Client regulations and practices.
In addition to standard corporate documents and identification documents for shareholders and directors, banks require company background information, a business plan, proof of sector experience, and full details of directors and ultimate beneficial owners. All of this information must be supported by documentation in English.
Finally, the bank will request an interview with the director of the company.
Once the company is incorporated and has a bank account, it can begin operating in Hong Kong. If you wish to learn about the benefits of establishing a company in Hong Kong, you can click here.
For further information please contact:
Alejandro Milán
Phone: +852 2528 4999
Address: Unit 19B, Golden Star Building, 20-24 Lockhart Road, Wanchai, Hong Kong
