A Hong Kong private company limited by shares needs one shareholder and one individual director (who can be the same person), plus a Hong Kong company secretary and a registered office in Hong Kong. Government fees on incorporation start from HK$3,895: the Companies Registry incorporation fee and a one-year Business Registration certificate.
The Certificate of Incorporation and the Business Registration Certificate are issued together once a complete application is filed. Most of the time is usually spent collecting and certifying documents.
What you need to form the company
- Company name
- English name ending in "Limited", Chinese name ending in "有限公司", or both. You choose; we check availability.
- Shareholders
- At least 1, up to 50 for a private company. Individual or corporate, any nationality.
- Directors
- At least 1 individual aged 18 or over. No residency requirement.
- Company secretary
- An individual ordinarily resident in Hong Kong, or a Hong Kong corporate body. We provide this.
- Registered office
- A physical address in Hong Kong. We provide this.
- Share capital
- No minimum paid-up capital. At least one share issued.
- Designated representative
- Required for the Significant Controllers Register. We can act.
The seven steps
| Step | What happens | Typical time |
|---|---|---|
| 1 | Choose and check your company name | Same day |
| 2 | Decide shareholders and share capital | Your decision |
| 3 | Appoint directors and a company secretary | Your decision |
| 4 | Arrange the registered office and control records | Same day |
| 5 | Complete KYC and prepare the documents | Depends on documents |
| 6 | File with the Companies Registry | Set by the Registry |
| 7 | Set up and stay compliant | Ongoing |
Before you start: is a limited company right for you?
We always start by understanding your business and what you want to achieve. A Hong Kong private limited company suits most trading, service and holding businesses, but it is not the only option, and it is not always the right one.
| Structure | Liability | Suited to | Points to note |
|---|---|---|---|
| Private limited company | Limited to unpaid share capital | Most operating, trading and holding businesses | Separate legal entity. Annual audit, Annual Return and profits tax filing |
| Sole proprietorship | Unlimited: owner personally liable | Very small, owner-run local businesses | Business Registration only; no separate legal identity |
| Partnership | Unlimited for general partners | Professional or small joint ventures | Partners share liability for the firm's debts |
| Branch of an overseas company | Parent company liable | Overseas groups wanting a direct local presence | Registered as a non-Hong Kong company; parent accounts required |
| Representative office | Parent company liable | Market research and liaison only | Cannot trade or earn income in Hong Kong |
- Limited liability: your personal assets are generally separated from the company's debts.
- Credibility: banks, suppliers and customers generally expect to deal with a company.
- Two-tiered profits tax: 8.25% on the first HK$2 million of assessable profits and 16.5% on the remainder (only one entity in a group of connected entities may elect the lower tier).
- Continuity: shares can be transferred and new investors admitted without closing the business.
Step 1: Choose and check your company name
Your company name appears on your certificates, contracts, invoices and bank account. It cannot be reserved in advance, so we check availability immediately before filing. The name search is free.
- The English name must end with "Limited"; the Chinese name must end with "有限公司". A single name cannot mix English and Chinese.
- Chinese names must use traditional Chinese characters.
- The name must not be the same as a name already on the register. Differences in punctuation, spacing, "&"/"and", "Hong Kong"/"HK" and capital letters are ignored.
- Names suggesting a connection with the Government, or containing specified words, need prior approval or consent.
- Prepare two or three options in order of preference, and avoid names very close to a well-known brand.
- Registering a company name does not give trade mark protection. If the brand matters, consider a Hong Kong trade mark application.
Step 2: Decide shareholders and share capital
- Minimum one shareholder; a private company is limited to 50 members. A shareholder may be an individual or a company, of any nationality, living anywhere.
- The same person may be the sole shareholder and the sole director.
- There is no minimum paid-up capital, but at least one share must be issued. Capital may be stated in Hong Kong dollars or another currency, and shares have no par value under the Companies Ordinance (Cap. 622).
| Common choice | Example | Why founders choose it |
|---|---|---|
| Modest capital | 10,000 shares, HK$10,000 in total | Simple; easy to fund when the bank account opens |
| Capital matched to plans | HK$100,000 to HK$1,000,000 | Signals commitment to banks, landlords and, where relevant, the Immigration Department |
| Several shareholders | Shares split by agreed percentages | Clear record of ownership from day one |
Capital is a commitment, not a fee. It is paid into the company's own bank account once it is open and remains the company's money. Anyone holding more than 25% of the shares or voting rights is likely to be a significant controller. Where there are several shareholders, we recommend a shareholders' agreement reviewed by a solicitor.
Step 3: Appoint directors and a company secretary
- At least one director who is an individual, aged 18 or over, who is not an undischarged bankrupt or disqualified. There is no residency or nationality requirement.
- Every Hong Kong company must have a company secretary from the date of incorporation. An individual secretary must ordinarily reside in Hong Kong; a corporate secretary must have its registered office or a place of business in Hong Kong.
- A sole director cannot also be the company secretary.
- Appointments, resignations and changes of particulars are notified on Forms ND2A and ND2B within 15 days.
Step 4: Registered office and control records
The registered office must be a physical address in Hong Kong; a post office box alone is not accepted. It receives official letters, and the statutory registers are normally kept there. A change of address is notified on Form NR1 within 15 days.
From incorporation, every company must keep a Significant Controllers Register and appoint a designated representative. A significant controller is broadly a person who holds more than 25% of the shares, voting rights or profit share, can appoint or remove a majority of the board, or exercises significant influence or control.
Step 5: Complete KYC and prepare the documents
As a licensed Trust or Company Service Provider, we must carry out customer due diligence under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615) before we act.
| Document | Hong Kong resident | Non-Hong Kong resident |
|---|---|---|
| Identity document | Hong Kong Identity Card | Passport |
| Secondary ID | Passport | National ID card or driving licence |
| Proof of residential address | Dated within the last 2 months | Dated within the last 2 months |
| Source of funds or wealth | Bank statement within the last 2 months | Bank statement within the last 2 months |
| Certification | Originals sighted by us, or certified copies | Certified by a CPA or solicitor, or notarised |
Corporate shareholders provide their certificate of incorporation, constitution, a recent registry extract, registers of directors and shareholders identifying the ultimate beneficial owners, and a board resolution appointing an authorised representative. Exact requirements depend on our risk assessment; we confirm the final list in writing.
| Document we prepare | Purpose |
|---|---|
| Incorporation Form (NNC1) | Company name, registered office, share capital, founder members, first directors and company secretary |
| Articles of Association | The company's internal rules: model or tailored articles |
| Notice to Business Registration Office (IRBR1) | Registers the business with the Inland Revenue Department at the same time |
| Consent and KYC declarations | Confirm each officer's appointment and our due diligence |
Step 6: File with the Companies Registry
Once the signed documents are received, we file the application. Under the one-stop company and business registration service, the Certificate of Incorporation and the Business Registration Certificate are issued together.
| Government fee | HK$ | Type |
|---|---|---|
| Companies Registry incorporation fee | From 1,545 | One-off |
| Business Registration fee and levy (1-year certificate) | 2,350 | Annual |
| Total government fees on incorporation | From 3,895 |
A 3-year Business Registration Certificate is available for HK$6,170. Business Registration fees shown apply to certificates commencing from 1 April 2026 to 31 March 2027. Government fees are passed on at cost and shown separately from our fees, which are confirmed in your written proposal.
Step 7: After incorporation, your first 90 days
| Action | When | Why it matters |
|---|---|---|
| First board resolutions | Within the first weeks | Records key decisions: bank account, financial year-end, auditor |
| Issue share certificates | Within 2 months of allotment | Required by the Companies Ordinance |
| Set up statutory registers | From day one | Members, directors, secretaries and significant controllers |
| Display the Business Registration Certificate | From commencement | Required at the place of business |
| Open a bank account | Start early | Needed to receive capital and trade |
| Choose a financial year-end and set up bookkeeping | Before first accounts | Records must support the annual audit and be kept for 7 years |
| MPF and employer registration | If you employ staff | See below |
Bank account opening often takes longest, because banks carry out their own checks. In our experience a virtual bank account takes around 2 weeks and a traditional bank typically 1 to 3 months. Approval is at each bank's discretion and cannot be guaranteed.
If you employ staff: enrol employees aged 18 to 64 in an MPF scheme within the first 60 days, notify the IRD on Form IR56E within 3 months, take out employees' compensation insurance before work starts, and file the Employer's Return when it is issued.
Staying compliant: your annual calendar
| Obligation | Deadline | Authority |
|---|---|---|
| Annual Return (NAR1) | Within 42 days after each anniversary of incorporation | Companies Registry |
| Business Registration renewal | Before the certificate expires (every 1 or 3 years) | Inland Revenue Department |
| Audited financial statements | Each financial year, audited by a Hong Kong CPA | Companies Ordinance |
| Profits Tax Return (BIR51) | By the date stated on the return; the first is normally issued about 18 months after incorporation | Inland Revenue Department |
| Annual general meeting | Within 9 months after the end of the accounting reference period, unless dispensed with | Companies Ordinance |
| Employer's Return (BIR56A) | Within 1 month of issue, normally early April | Inland Revenue Department |
| Changes of officers or address | Within 15 days | Companies Registry |
| Accounting records | Keep for at least 7 years | Companies and Inland Revenue Ordinances |
Guidance for overseas founders
You can incorporate without visiting Hong Kong, be the sole shareholder and director, and manage the company from overseas with a Hong Kong company secretary, registered office and designated representative.
- Document certification: identity and address documents normally need certification by a CPA, solicitor or notary in your home country.
- Bank account: the step most likely to need extra time. Traditional banks usually require a visit in person.
- Tax: Hong Kong taxes profits sourced in Hong Kong. Your position here and at home should be reviewed by a qualified tax adviser.
- Licensed activities: some activities need a licence before trading, for example dealing in precious metals and stones or money services.
Common mistakes to avoid
- Treating incorporation as the finish line. Most penalties we see come from missed post-incorporation deadlines.
- Inconsistent personal details across forms, which delay the Registry and banks.
- Leaving the bank account too late. Start the bank file as soon as the certificates are issued.
- Assuming a dormant company has no duties. It must still keep its secretary, registered office and register, and file its Annual Return.
- Using a residential address as the registered office. It appears on the public register.
- No shareholders' agreement where there are several owners.
- Relying on the company name as brand protection. Only a registered trade mark protects your brand.
- Employing staff without MPF enrolment, insurance and Form IR56E.
- Listen first, then confirm the structure, timeline and full cost in writing, with government fees and our fees itemised separately.
- Carry out KYC, prepare NNC1, the Articles and IRBR1, and file with the Companies Registry.
- Act as company secretary, provide the registered office, set up the registers and act as designated representative.
- Support your bank account application and track every annual deadline for you.
Official references
- Companies Registry: incorporation forms, fees, company names, Annual Returns and the Significant Controllers Register, www.cr.gov.hk
- Inland Revenue Department: Business Registration, profits tax and employer returns, www.ird.gov.hk
- Mandatory Provident Fund Schemes Authority, www.mpfa.org.hk
- Companies Ordinance (Cap. 622) and Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615), www.elegislation.gov.hk