How do I set up a company in Hong Kong?

## Setting Up a Company in Hong Kong

Hong Kong is one of the easiest places in the world to incorporate a company. The process is straightforward, inexpensive, and can be done entirely online from anywhere in the world.

## Step 1: Choose a Company Structure

For most founders and foreign investors, a private company limited by shares is the correct structure. This is equivalent to a UK Ltd or an Australian Pty Ltd.

Other structures exist (sole trader, partnership, branch of overseas company) but the private limited company offers limited liability and maximum flexibility.

## Step 2: Choose and Reserve a Company Name

Search the Companies Registry's ICRIS database (icris.cr.gov.hk) to confirm the name is available. The name must: - Be unique (not identical or misleadingly similar to an existing registered name) - Not be prohibited or offensive - Include 'Limited' or 'Ltd' at the end (for a private company limited by shares) - Optionally include a Chinese name (must be filed at incorporation if you want one)

Name reservation is not a separate step; the name is confirmed as part of the incorporation application.

## Step 3: Appoint a Company Secretary

A company secretary is mandatory and must be either: - An individual who is ordinarily resident in Hong Kong, OR - A body corporate registered as a Trust or Company Service Provider (TCSP) licensed under the Anti-Money Laundering Ordinance

For non-resident founders, the practical solution is to engage a licensed corporate secretarial firm. Typical annual cost: HKD 3,000 to HKD 8,000 per year. Many law firms, accounting firms, and specialist firms offer this service.

The company secretary handles statutory compliance: maintaining statutory registers, filing Annual Returns (NAR1), keeping the Significant Controllers Register, and notifying the CR of any director or shareholder changes.

## Step 4: Determine Directors and Shareholders

Directors: - Minimum 1 individual director (natural person) - No residency requirement - Must be 18 years or older - Corporate directors are permitted but at least 1 individual director must be appointed

Shareholders: - Minimum 1 shareholder (individual or corporate, any nationality) - Maximum 50 shareholders for a private company - Can be the same person as the director

Share capital: - No minimum capital requirement - Typical minimum: 1 ordinary share of HKD 1 nominal value - No capital needs to be paid up into a bank account before or at incorporation

## Step 5: Register Online via e-Registry

Access the Companies Registry's e-Registry portal (cr.gov.hk/e-registry). Online incorporation requires: 1. Proposed company name 2. Company type (private company limited by shares) 3. Directors' particulars (name, address, ID document type and number, date of birth) 4. Shareholders' particulars and share allotment 5. Articles of Association (adopt the Model Articles or upload custom articles) 6. Registered office address 7. Company secretary details

Pay the HKD 1,720 incorporation fee by credit card or e-payment.

Processing time: same day to 1 working day for online applications. The CR issues a Certificate of Incorporation by email.

## Step 6: Obtain the Business Registration Certificate

When a new company is incorporated via the e-Registry, the Business Registration application is submitted automatically. The Business Registration Certificate (issued by the IRD) is also provided as part of the incorporation package. The HKD 1,720 fee includes the first year's Business Registration (previously charged separately).

## Step 7: Open a Corporate Bank Account

Opening a Hong Kong bank account is the most time-consuming part of the process. Major banks (HSBC, Hang Seng, Standard Chartered, Citibank) have KYC requirements that typically require: - In-person attendance in Hong Kong by at least one director - Full corporate documents (Certificate of Incorporation, Articles, BR certificate) - Business plan and description of anticipated transactions - Source of funds documentation

Account opening can take 2 to 8 weeks depending on the bank and the complexity of the business. Digital banks and fintechs (Neat, Statrys, Airwallex, ZA Bank) offer faster online account opening for eligible businesses.

## Ongoing Compliance After Incorporation

• Annual Return (NAR1) to CR within 42 days of incorporation anniversary: HKD 105
• Business Registration Certificate renewed annually: HKD 2,000 + levy
• Audited financial statements prepared each year (mandatory for all HK companies)
• Profits Tax Return (BIR52) filed with IRD annually
• Employer's Return (IR56B) filed by 1 May if employees are hired
• MPF enrolled within 60 days of hiring first employee