Hong Kong Company Registration

Recognized as one of the best investment destinations in the world, Hong Kong can also be an ideal choice, serving as the gateway to Asia.

Why Choose Hong Kong?

Hong Kong offers business opportunities to foreign investors while you can keep complete ownership of the company. Major advantages of registering a Hong Kong company include:

  • It is easy to obtain international credit and reputation by taking advantage of the popularity of Hong Kong;
  • No foreign exchange control and free capital flow. Various foreign currencies can be exchanged and transferred at any time, and the letter of credit business is widely applied. (You can read more about the foreign exchange control on the Chinese mainland in our blog.).
  • Unrestricted business scope and simple follow-up services;
  • Simple taxation system and low tax rate (only profits tax is involved). The tax rate for the first HK$2 million profit is only 8.25%, while a rate of 16.5% for the excess section is applied.
  • Profits tax declaration is required annually;
  • Low income tax charged at a maximum of 15%;
  • It is possible to apply for an offshore exemption for profits sourced outside Hong Kong;

What are the differences between a company in Hong Kong and the Chinese Mainland?

Registration Elements

Hong Kong Company

The Chinese Mainland Company

Company Name

  • Relatively free naming without the limitation of the company’s scale.
  • The terms such as “international” and “group”, and the use of country or region names can be added as long as they are not considered misleading and similar to government departments or other companies
  • The naming structure “Region + Name + Industry Category + Co. Ltd.,” must be implemented.
  • The use of the terms “industrial”, “group”, and “China” is restricted and extra requirements are applied.

Share Capital and Register Capital

  • The par value of shares has been abolished since March 3, 2014, giving the company greater flexibility in the share capital structure so that the company can be established with the number of shares issued.
  • Subscription of registered capital is implemented.

Operation Scope

  • The company can mark the business scope on the certificate of incorporation as needed (up to 30 Chinese characters and 60 English characters) with rare limitations.
  • A general company cannot operate in multiple industries at the same time. Special restorations and limitations are applied for specific industries.

Operation Address

  • No mandatory requirement to rent a physical office address. The company can be attached to a secretary’s address and can be located at one address with multi companies.
  • A real address is required and should not be attached by other companies.

Foreign Exchange Control

  • Free foreign currency flow and exchange import & export (only for banks opened in Hong Kong).
  • Foreign exchange control is applied. The enterprise must apply for import & export qualifications. Foreign currency can only be settled when the customs declaration and tax withholding of goods. (You can read more about the foreign exchange control in the Chinese mainland in our blog).

Taxation

  • Low income and profit tax. The tax rate for the first HK$2 million profit is only 8.25%, while a rate of 16.5% for the excess section is applied
  • Various tax and high tax rate is applied, including VAT, sales tax, and corporate income tax, leading to an overall tax rate of 25%.

Tax Declaration

  • Declared once a year. An 18-month tax declaration period is given to newly established company.
  • Declared both monthly and quarterly according to the category of taxes, together with an end-of-tax settlement.

Annual Auditing

  • Submitted 42 days within 12 months after the foundation of the company. A late submission may lead to fines.
  • Submitted before May 30th each year.

Types of business entities in Hong Kong

1. Limited Liability Company

The most common form of legal entity in Hong Kong offering protection of personal assets from business risks, coming in two forms: private limited company and public limited company. The majority of small to medium-sized companies are established as private companies limited by shares. On the other hand, public limited companies by shares are incorporated when the number of shareholders is over 50.

2. Sole Proprietorship

As its name suggests, the company is owned and operated by one individual alone. Although it is considered the simplest and the most accessible form of business, it is usually deemed the riskiest business as there is no security of personal assets from liability. 

3. Partnership

The company is co-owned and built by two or more investors who get together with a plan of sharing profits and risks, governed by the Partnership Ordinance of Hong Kong.

4. Foreign Company Office

The business presence of a foreign/overseas company in Hong Kong. It can be a branch office, a subsidiary, or a representative office in Hong Kong. It does not have legal capacity and can only be used for a limited scope of business, including promotional activities or market research.

The Requirements for Registering A Company in Hong Kong

There are some general requirements for Hong Kong company incorporation:

  • At least one shareholder and director aged over 18 years old to establish a company.
  • Hire a company secretary who can be either a Hong Kong permanent resident or a Hong Kong company (provided by Dingxin).
  • Once registered company house/office address in Hong Kong (provided by Dingxin).
  • Information about the company name and the registered capital .

To successfully register your Hong Kong company, you should also prepare the following documents and materials. Dingxin will handle the rest of the application process for you 100% remotely, and you don’t have to travel to Hong Kong yourself!

Documents required for Hong Kong company registration:

  • Incorporation Form (Form NNC1): This form contains information about the company's proposed name, registered office address, business activities, share capital, and details of the directors, shareholders, and company secretary.
  • Articles of Association: This document outlines the internal rules and regulations of the company, including the rights and responsibilities of shareholders, directors, and officers.
  • Identification documents: copies of identification documents, such as passports or identity cards, for all directors, shareholders, and the company secretary. Non-resident directors or shareholders may need to provide additional documents, such as proof of residential address.
  • Consent to Act as Director/Secretary (Form NNC3/NNO2): These forms are required to confirm the consent of the directors and the company secretary to act in their respective roles.
  • Registered Office Address Proof: documents proving the company's registered office address in Hong Kong, such as a copy of the tenancy agreement or a utility bill showing the address.
  • Share Certificate: A share certificate is issued to each shareholder, indicating their ownership of shares in the company.

The Period and Method of Registering Hong Kong Company:

  • Only 1 working day is required by electronic application submission through “e-Registry” of the Companies Registry;
  • 10 working days for registering new Hong Kong companies, calculated after the preparation of documents and approval of due diligence.

What are the basic requirements for registering a company in Hong Kong?

To register a company in Hong Kong, you need at least one director (can be an individual or a corporate entity), one shareholder (can also be the director), a company secretary (who must be a resident of Hong Kong or a Hong Kong-based corporate entity), a registered office address in Hong Kong, and a valid business name.

Is there a minimum share capital required to register a company in Hong Kong?

There is no minimum share capital requirement for registering a company in Hong Kong. However, standard practice is to have an initial share capital of at least HKD 1 or an equivalent amount in any currency.

Can I register a company in Hong Kong as a non-resident or foreigner?

Yes, non-residents and foreigners can register a company in Hong Kong. There are no restrictions on nationality or residency for company registration. 

What is the typical process for registering a company in Hong Kong?

The process for registering a company in Hong Kong involves the following steps:

  • Choose a company name and conduct a name search;
  • Prepare the necessary documents, including the Articles of Association, identification documents of directors and shareholders, and the registered office address;
  • Submit the application to the Companies Registry;
  • Upon approval, obtain the Certificate of Incorporation and Business Registration Certificate;
  • Open a Hong Kong bank account;

What is the role of a company secretary in Hong Kong?

In Hong Kong, every company is required to appoint a company secretary. The company secretary ensures that the company complies with legal and regulatory requirements, maintains statutory records, and handles administrative tasks. The company secretary can be an individual or a corporate entity. If you want to have an individual as the company secretary, he/she must be a resident of Hong Kong.

Can a Hong Kong company hire foreign employees?

Yes, a Hong Kong company can hire foreign employees. However, both the employer and the employee must comply with the immigration and employment laws of Hong Kong. Foreign employees generally require a valid work visa or permit to work legally in Hong Kong. The company should apply for the necessary employment visas on behalf of foreign employees.

Can a Hong Kong company have a virtual office address?

Yes, a Hong Kong company can have a virtual office address. A virtual office allows companies to use a prestigious business address without physically occupying the space. It provides mail forwarding services and may include additional features like call handling and meeting room usage. However, it's important to ensure that the virtual office provider is reputable and compliant with local regulations.