Hong Kong Company Formation & Entity Choice

Company formation and annual compliance

The most common vehicle is a private company limited by shares incorporated under the Companies Ordinance (Cap. 622) and administered by the Companies Registry, with a separate Business Registration Certificate required from the IRD. Incorporation is fast and there is no minimum capital requirement.

• Common entity type — Private company limited by shares (most common); also public limited company, company limited by guarantee, sole proprietorship, partnership, and branch/representative office of a foreign company (Companies Ordinance (Cap. 622))
• Minimum share capital — No minimum — commonly incorporated with HKD 1 / 1 share (no par value regime) (Companies Ordinance (Cap. 622))
• Minimum directors — At least 1 director; a private company must have at least one director who is a natural person (Companies Ordinance (Cap. 622))
• Minimum shareholders — At least 1 shareholder (private company limited by shares may be wholly foreign-owned) (Companies Ordinance (Cap. 622))
• Company secretary — Mandatory — must be a Hong Kong resident individual or a Hong Kong body corporate (cannot be the sole director) (Companies Ordinance (Cap. 622))
• Registered office — A Hong Kong registered office address is required (Companies Ordinance (Cap. 622))
• Business Registration Certificate — Required from the IRD within 1 month of commencing business; obtained simultaneously with incorporation via one-stop registration (Business Registration Ordinance (Cap. 310))
• Incorporation timeline — Electronic incorporation is typically processed within ~1 business day; paper filings around 4 working days ((approx — confirm)) (Companies Ordinance (Cap. 622))
• Incorporation fee (Companies Registry) — Company incorporation fee approx HKD 1,720 (electronic); plus Business Registration levy/fee (varies, ~HKD 2,200 for a 1-year certificate) HKD ((approx — confirm)) (Companies (Fees) Regulation (Cap. 622K))
• Annual Return (NAR1) — Private company must file an Annual Return (Form NAR1) with the Companies Registry within 42 days of the anniversary of incorporation (Companies Ordinance (Cap. 622), section 662)
• Business Registration renewal — Business Registration Certificate must be renewed annually (or every 3 years if a 3-year certificate is held) (Business Registration Ordinance (Cap. 310))
• Annual audit — Every Hong Kong company (with very limited dormant exceptions) must prepare audited financial statements by a HK CPA (practising) for the directors and for the profits tax return (Companies Ordinance (Cap. 622), Part 9)
• Significant Controllers Register (SCR) — Companies must keep a Significant Controllers Register at their registered office / a HK location and make it available to law enforcement (Companies Ordinance (Cap. 622), Part 12 Division 2A)