Hong Kong Incorporation
HongKong Incorporation-min

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Company Formation in Hong Kong

Foreign investors seeking to set up operations in Hong Kong can choose among three types of business entities:

  • Subsidiary Company
  • Non-Hong Kong Company
  • Representative Office

If you want to engage in profit-generating activities, you can set up a subsidiary company or a Non-Hong Kong Company. A Subsidiary Company is a private limited company incorporated in Hong Kong by a local or foreign business entity. Treated as a separate legal entity from its parent company, liability is limited to the number of shares to the capital of the subsidiary. This entity can have 100% foreign ownership and is eligible for all the tax incentives available for local companies. 

Another option is a Non-Hong Kong Company, an extension of a foreign company intending to do business in Hong Kong. Unlike a subsidiary, it does not have a separate legal entity so all its debts and liabilities are incurred by the parent company. It takes longer to set up compared to a subsidiary company. 

However, if you want to test your company’s potential for success in Hong Kong before making significant investments, you can set up a Representative Office. You can use this business entity to conduct market research, promote/market services, and coordinate other non-profit generating activities on behalf of the parent company. 

Company incorporation in Hong Kong is easier compared to other countries in the region. It can be completed in a week and does not require travel to Hong Kong. Online applications are normally processed within a few hours. Offline applications, on the other hand, are normally processed around five business days. 

Things to Consider Before Starting the Registration Process

Before choosing which type of business entity to register, you need to be aware of the following considerations: 

  • minimum capital requirement
  • personal appearance for bank account opening
  • location of business
  • methods on filing an application

Minimum Capital Requirement

There is no minimum capital requirement in Hong Kong. Under the new implementation of Companies Ordinance, the concept of authorized and nominal value has been abolished. Companies are only required to set its issued share capital. The minimum issued share capital is usually 1 share of HKD 1.00. Shares can be transferred subject to a stamp duty fee. 

Personal Appearance for Bank Account Opening

You can operate your business in Hong Kong without relocating to the country. However, most banks in Hong Kong require official signatories to be physically present during the corporate bank account opening, so you have to meet with them to complete the process. 

Location of Business

Every company incorporated and registered in Hong Kong is required to have a registered physical address in the country from the date of incorporation/registration. The registered address must be a physical location and cannot be a P.O. Box. 

Methods of Filing an Application

When submitting your application for incorporation and business registration, you can choose among three available options:

  1. e-Registry (24-hour online portal)
  2. CR eFiling (free downloadable mobile app developed by the Companies Registry of Hong Kong)
  3. physically deliver documents in hard copy to the Companies Registry (together with corresponding fees)

How to Register a Company in Hong Kong

Subsidiary Company in Hong Kong

The most common option for foreign investors, a subsidiary company is a private limited company that can be incorporated by a local or foreign corporate entity. It has a separate legal entity from its parent company and can change its corporate name after incorporation. 

A Hong Kong subsidiary company is mandated to have at least one individual director, a minimum of one and a maximum of fifty shareholders, and a local resident company secretary. The above shareholder(s) and company secretary can be natural persons or body corporates (accounting firm or law firm). They can also be locals or foreigners. On the other hand, the director(s) must be above 18 years of age and must not be bankrupt or convicted for any crime or malpractice.  

It is also mandated to appoint an auditor who must be a member of The Hong Kong Institute of Certified Public Accountants and holds a practicing certificate. 

A subsidiary company in Hong Kong is treated as a resident company and is eligible for tax exemptions and incentives from the government. 

Documentary Requirements for Registering a Subsidiary Company in Hong Kong

The general requirements for registering a subsidiary company are as follows: 

  • Duly completed incorporation form indicating the following:
    • Company name
    • Registered address
    • Brief description of business activities
    • Particulars of shareholders, directors, and company secretary
    • Share capital issued on incorporation
  • Articles of Association for the subsidiary
  • Certificate of Incorporation/Registration and/or Articles of Association of the parent company, register of member, register of director, and other related documents, if necessary)
  • Documents for corporate officers:
    • For foreigners: Copy of passport and latest overseas residential address proof issued within 3 months 
    • For local residents: Copy of Hong Kong identity card and residential address proof issued within 3 months

Subsidiary Company Registration Process

The incorporation process can be completed in a week, provided you settle all the requirements. After incorporation, you can proceed with opening a corporate bank account. 

For reference, the general process includes the following:

  • Fill-up incorporation form and compile identification documents of all corporate officers
  • Confirm the company name and prepare the necessary incorporation documents (including Articles of Association) and file them to the Companies Registry
  • File the incorporation documents with the Companies Registry and obtain your Certificate of Incorporation
  • Obtain your Business Registration Certificate from the Inland Revenue Department
  • Liaise with the banker and prepare certified true copies of corporate documents to your preferred bank to open a corporate bank account 
  • Prepare the following:
    • Common seal and stamp
    • Share certificate and share register
    • Statutory books

Non-Hong Kong Company

If you want to carry out your business activities in Hong Kong, registering a Non-Hong Kong Company may be another ideal option. Considered an extension of its parent company, it does not have a separate legal entity and no longer needs to undergo the incorporation process. Its liabilities and debts are directly incurred by its parent company. 

It is mandated to appoint at least one Hong Kong resident who shall be the authorized representative to represent the Non-Hong Kong Company in legal proceedings, become the signatory for official documents, and accept legal notices served to the company. The authorized representative can be an individual person or a body corporate (accounting firm or law firm). 

Though not incorporated in Hong Kong, a Non-Hong Kong Company is generally subject to the same legal and tax obligations that locally incorporated companies are subject to. It must file annual returns and tax returns as well as execute other public disclosure requirements.  

Documentary Requirements for Registering a Non-Hong Kong Company

The general requirements for registering a Non-Hong Kong Company are as follows:

  • Duly completed information sheet indicating the following:
    • Registered address
    • Authorized representative (name, address, identity card, and local address)
    • Details of the parent company (company name, nature of business, country of origin, register of member, register of director, etc.)
  • Certified copy of the parent company’s Memorandum and Articles of Association (MAA)
  • Certified copy of the parent company’s Certificate of Incorporation 
  • Identification documents of the authorized representative 

Non-Hong Kong Company Registration Process

To register a Non-Hong Kong Company, you can engage us to help you navigate the process. The registration process generally involves four steps: 

  • Approval of Company Name 
  • Apply for Non-Hong Kong Company Registration with the Companies Registry 
  • Apply for Certificate of Business Registration with the Inland Revenue Department
  • Liaise with the banker and prepare certified true copies of corporate documents to your preferred bank to open a corporate bank account 
  • Obtain business licenses/permits (if necessary)

The first two steps must be conducted with the Companies Registry. The name of the Non-Hong Kong Company must be the same as that of the parent company. If the name is already used by another company or is considered misleading or improper in Hong Kong, the Companies Registry can disallow the Non-Hong Kong Company from using its parent company’s name. 

After registration with the Companies Registry and Inland Revenue Department, you can proceed with opening a corporate bank account with any commercial bank in Hong Kong. Subject to the requirements of your chosen bank, we may liaise with the banker and prepare certified true copies of corporate documents to your preferred bank to open a corporate bank account.

Representative Office in Hong Kong

A Hong Kong representative office is a non-profit generating entity intended to be operated as a contact center or administrative office where promotional, market research, and liaison activities can be conducted on behalf of the parent company. It is not permitted to make direct sales within Hong Kong and has no separate legal entity, thus all its liabilities are directly incurred by the parent company. 

As a non-earning entity, it is not liable to file tax returns with the Inland Revenue Department. Thus, under existing laws, it cannot sign or enter into any contracts, trade, provide consulting services for a fee, negotiate letters of credit, sign deals on behalf of the parent company or raise invoices. 

Representative Office Registration Process

A Hong Kong representative office is not required to be registered with the Companies Registry. It is only mandated to register with the Inland Revenue Department to obtain a Certificate of Business Registration. The only documents required for registration are the following: 

  • Duly accomplished application form
  • Details of the parent company (company name, nature of business, country of origin, register of member, register of director, etc.) 

The Certificate of Business Registration must be displayed on the office premises at all times. If you wish to extend the corporate existence of the representative office, you must renew the certificate one month before expiry on an annual basis or once every three years, depending on whether it was valid for one year or three years. 

After receipt of the Certificate of Business Registration, you can open a corporate bank account with any of Hong Kong’s commercial banks. We may liaise with the banker and prepare certified true copies of corporate documents to your preferred bank to open a corporate bank account.

How We Can Help You

If you are looking for a corporate services firm to help you set up a Subsidiary Company, Non-Hong Kong Company or Representative Office, our affiliate firm in Hong Kong, RHT Corporate Advisory (HK) Limited, is glad to assist you. RHT is one of the leading providers of professional corporate solutions to foreign companies seeking to set up operations or expand their business in Hong Kong.

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