REGISTERING A BUSINESS IN HONG KONG
All businesses in Hong Kong must obtain a business registration certificate within one month of start-up. If a foreign investor wishes to incorporate a local limited company or register a company incorporated overseas, he has to submit the relevant documents with the Companies Registry
INCORPORATING A LOCAL LIMITED COMPANY
The application has to be made to the Registrar of Companies. The proposed name for the company should first be checked to ensure that it is not the same as a name appearing in the index of company names kept by the Registrar of Companies. The name search can be conducted, free of charge, at the Public Search Section of the Companies Registry at 13/F, Queensway Government Offices, 66 Queensway, Hong Kong. A proposed name that is the same as a name on the register will not be accepted.
The following documents should be submitted to the Registrar of Companies:
- Memorandum and Articles of Association of the intended company
A specified form NC1A "Statement of Compliance on Incorporation of a Company"
The Memorandum of Association must be printed and contain:
- The company's name (can be an English name or a Chinese name, or both an English name and a Chinese name)
- An English name must use 'Limited' as the last word of the name, and a Chinese name must use "æœ‰é™å…¬å¸" as the last 4 Chinese characters of the name
- The registered office is situated in Hong Kong
- Liability of members is limited
- The authorised share capital on incorporation
- The number of shares taken up by the subscribers
The signature of each subscriber in the presence of a witness who attests the signature
The Articles of Association must be printed, with consecutively numbered paragraphs. The following rules apply:
- A private company must state that it is private
- The regulations of the company may adopt all or any of those contained in Part I (not being a private company) or Part II (being a private company) of Table A to the First Schedule of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong)
The Articles of Association must be signed by each subscriber stated in the Memorandum in the presence of a witness, who attests the signature
Specified form NC1A "Statement of Compliance on Incorporation of a Company" must be signed by a subscriber, a director or secretary named in the Articles of Association. The form should only be signed after the Memorandum and Articles of Association have been duly signed. Normally, it takes about 6 working days to incorporate a local company limited by shares.
CHARGES AND FEES
For companies limited by shares:
- Fee payable on application is HK$1,720 (about US$221) (If unsuccessful, an application for the refund of HK$1,425 (about US$183) may be made)
- A capital fee of HK$1 (about US$0.13) for every or part of HK$1,000 (about US$128) of the nominal share capital, subject to maximum of HK$30,000 (about US$3,846) per case
REGISTRATION OF AN OVERSEA COMPANY
Oversea companies need to apply for registration within one month of the establishment of a place of business in Hong Kong.
The following documents must be submitted to the Registrar of Companies:
- A certified copy of the instrument defining the company's constitution eg Memorandum and Articles of Association, Charter and Statutes
- A specified form F1 "Registration of an Oversea Company in Hong Kong" reporting:
- The particulars of directors, secretary and the Hong Kong authorised representative
- The address of the principal place of business in Hong Kong and in the place of incorporation
- The address of the registered office in the place of incorporation
- A certified copy of the company's Certificate of Incorporation (or its equivalent); and
- A certified copy of the latest accounts of the company, unless exemption has been granted by the Registrar of Companies upon application
- All items in the specified form F1 should be completed consistently in either Chinese or English. Form F1 is available for sale at the Companies Registry and is also available free for downloading from the Companies Registry's homepage on the internet (Website: http://www.info.gov.hk/cr/).
- If the requisite documents are not originals, they should be certified pursuant to Paragraphs 3 or 7 of the Companies (Forms) Regulations.
- If the constitution and the latest accounts are not in Chinese or English, only a certified translation thereof in Chinese or English needs to be filed. However, both the certified copies of the Certificate of Incorporation (or its equivalent) in the original language and its certified translation in Chinese or English should be filed if the Certificate of Incorporation (or its equivalent) is not in Chinese or English.
- For the tranlation of documents, they should be certified pursuant to Paragraphs 6 or 7 of the Companies (Forms) Regulations. According to Paragraph of the Companies (Forms) Regulations, the translation should be certified as correct by the translator. If the translation is made in Hong Kong, the competence of the translator in translating the document can be certified by a notary public in Hong Kong or a solicitor of the High Court of Hong Kong
- If the translation is done outside Hong Kong, the competence of the translator in translating the document can be certified by a notary public in the place where the translation is made or by such other person as may be specified by the Registrar of Companies.
Normally, it takes about 22 working days to register an oversea company.
CHARGES AND FEES
- Fee payable on application is HK$1,720 (about US$221)(If unsuccessful, an application for the refund of $1,425 may be made
An additional HK$20 (about US$2.56)registration fee for each document
The Business Licence Information Service (BLIS) is a one-stop service run by the Government to provide a whole array of information on the licensing requirements for all business operations in Hong Kong, such as factories, restaurants, etc. Its purpose is to save investors time and to reduce the risk of non-compliance with government regulations.
The Business Registration Office
Inland Revenue Building
4/F., Revenue Tower,
5 Gloucester Road,
Tel: 187 8088
Fax: 2519 6714
- Processing time is 30 minutes over the counter
The registration fee for one-year certificate is HK$2,600(US$333) and three-year certificate is HK$7,000(US$897).
14/F, Queensway Government Offices,
66 Queensway, Hong Kong.
Tel: (852) 2867 2587
Fax: (852) 2526 9843
Oversea Companies Section
Companies Registry at 29/F,
Queensway Government Offices,
66 Queensway, Hong Kong.
Tel: (852) 2867 4655
Fax: (852) 2523 5629.
The service is provided by the Trade and Industry Department at
M/F, Trade and Industry Department Tower,
700 Nathan Road,
Tel: 2398 5133
Fax: 2737 2377.