How To Set Up A Company In Hong Kong: A Step-by-Step Guide

Due to its simplified incorporation process and requirements, applicants can register for a Hong Kong corporate and speedily get the ready documents within 24 hours to run their business immediately.

Taking the procedure step by step, you should select a suitable entity type, choose a company name, decide on the company structure, and make an application with the Hong Kong Companies Registrar (CR).

A license or permit is mandatory if your business sectors are required by the CR.

Why choose to incorporate in Hong Kong

• Ease of setting up a company

Foreigners are permitted to take complete ownership of their Hong Kong-based corporations. The requirements for opening a company are simple and the registration procedure can be done shortly online within 24 hours.

• Open-oriented market

As one of the freest economies, Hong Kong accepts almost all legal business categories. Money transfer and currency exchange are permitted for any type. Also, the government does not limit Hong Kong companies to having bank accounts in any location.

• Business-friendly tax system

The corporate tax rates in Hong Kong are competitive as it follows a territorial principle system that exempts tax for all profit earned outside of Hong Kong.

The income derived from Hong Kong is charged marginally from 8.25% to 16.5% for the year of assessment 2018/19 onwards. Furthermore, capital gain tax, dividend tax, HAT, VAT or sales tax, and withholding tax are not applicable.

• Accessible gateway to Mainland China and Asian countries

Hong Kong has a significant location advantage that it is possible to travel to China within one day and to most Asian destinations with a five-hour flight.

How to set up a company in Hong Kong

Let’s go through the full procedure of starting a Hong Kong company with us.

Step 1: Select the appropriate company type

Initially, investors should consider their company’s needs, size, financial ability, and features of each entity type before incorporating a business.

Hong Kong entity types are usually divided into:

• Sole Proprietorship
• Partnership
• Limited Liability Company (LLC): Private Company Limited by Shares, Public Company Limited by Shares or Company Limited by Guarantee
• Branch office or Representative Office (Liaison Office)

The following instructions mainly shed light on the incorporation of a Private Company Limited by Shares in Hong Kong as it is most chosen by either foreign or local entrepreneurs.

You can refer to Hong Kong business entity types for detailed features along with the strengths and weaknesses of each type.

Step 2: Choose a company name

Unlike other offshore jurisdictions (BVI, Seychelles, Belize, etc.), the Hong Kong Companies Registry (CR) does not give provisional approval, or reservation, of the company name.

Under the Companies Ordinance, the CR has the power to change a company name in specified circumstances.

A company name can be in English (must end with “Limited”), in traditional Chinese (must end with “有限公司”), or an English name and a Chinese name. The combination of English and Chinese characters in a name is rejected.

The proposed name might be declined if it is:

• Same as or similar to a name appearing in the Companies Registry’s “Index of Company Names”
• Same as a name of a body corporate already incorporated or registered under an Ordinance
• Considered infringe on trademarks
• Offensive or otherwise contrary to the public interest under the Registrar’s opinion

Company names that give the impression to the Government of HK SAR by having words or expressions such as ‘Council’, ‘Department’, ‘Bureau’, ‘Commission’, ‘Government’, etc. must be sent for approval.

In addition, the name of a Branch or Representative Office must be the same as its parent company.

In our previous article on requirements for registration of a Hong Kong company name, you can get a detailed description of which name should be eligible.

To save time, you should also check the name availability first with a company registration agency to avoid any delay with the incorporation.

Step 3: Choose the Registered Address

This is the address that will be used on all official documents and correspondence from the company.

There are a few things to consider when choosing a Registered Address. The address:

• Must be a physical address in Hong Kong, it cannot be a P.O. Box or virtual office.
• Must be accessible to the public during business hours.
• Cannot be a residential address.
• Should be in a commercial building or industrial building, and should not be in a private home or apartment.

Step 4: Decide on the company structure

To set up a private company in Hong Kong, entrepreneurs must comply with the below requirements of a business entity:

• Directors: at least one director who is either

(1) A natural person (from 18 years old) or body corporates (only allowed under strict circumstances)

(2) Hong Kong residents or non-residents

Nominee directors are allowed and the maximum number of company directors is unlimited.

• Shareholders: at least one shareholder who is either

(1) A natural person (from 18 years old) or body of corporate

(2) Hong Kong residents or non-residents

Nominee shareholders and 100% foreign ownership are allowed. The sole director can act as a shareholder.

• A company secretary who is either Hong Kong local individual or a legal body. The role is mandatory by law and the sole director cannot be the company secretary.
• Registered address: a compulsory local address for company registration in Hong Kong. A P.O. box is not permitted.
• Share capital with a minimum of HKD 1.00 and an unlimited maximum. Bearer shares are not allowed.

Step 5: Proceed to open a company in Hong Kong

The process of a Hong Kong company’s registration includes:

• Filing an application for approval of the proposed company name with the CR; and
• Submitting all required documents to the CR.

The required documents are listed below:

• Hong Kong application form
• A copy of the Articles of Association
• A copy of each passport, and residential address proof for foreigners
• A copy of each Hong Kong ID card for Hong Kong residents
• Copies of all company documents for corporate shareholders

Recently, services for setting up a company in Hong Kong is offered by many professional firms. Foreign entrepreneurs can register a Hong Kong company without a visit.

All you need to do is provide personal documents via email, and the digital corporate documents are ready in one day for a company with a simple structure.

Regarding a company with corporate shareholders, the CR ask for a form NNC1 signed by the directors and returns to them physically. This process often takes from 5 working days.

Step 6: Apply for business licenses and permits

Most business activities can be operated in Hong Kong freely.

However, particular types are compulsory to have a license or permit issued by a corresponding department of the Hong Kong Government.

The license or permit must be registered within one month after setting up the company to run the business. It can be attained in 2-8 weeks from the registration date.

Do you need to apply for certain business licenses to operate legally in Hong Kong?

If your business falls into the following categories, you may be required to obtain licenses from the corresponding authorities:

• An employment agency: The Labor Department
• A travel agency: The Commerce and Economic Development Bureau
• A restaurant: The Food and Environmental Hygiene Department
• An education business: The Education Bureau of Hong Kong
• Financial, insurance, or investment services: The Securities and Futures Commission (SFC)
• A money lending business: The CR and IRD
• A pawnshop: The Hong Kong Police Force
• A trading company (specific import/ export goods): Depending on the goods
• Event-related activities (amusement games with prizes, advertising displays, public movie screenings, etc.): The Television and Entertainment Licensing Authority
• A Chinese herbs store, cosmetics, or medicine store: The Department of Health
• And so forth.

Make sure to identify the mandatory permits and complete the application process to avoid any legal complications when operating in Hong Kong.

Step 7: Open a corporate bank account

Though you can have a corporate bank account in any country for the Hong Kong company, banks in the same territory are most recommended if you are going to use reputable payment gateway providers (like Paypal and Stripe).

It is sometimes difficult with banks in Hong Kong because they need the presence of directors at the branch, while some offshore banks only make phone interviews.

To help you narrow down the list of bank choices, let’s take a look at our list of top bank options in Hong Kong you must know.

No matter which country, the basic documents for an account opening process include:

• Account application forms
• Corporate registration documents
• Copies of passports of major members
• Personal resume
• A bank reference letter of each major member
• A bank statement of each major member, or any related corporate
• Proofs of business such as agreements, invoices, contracts, etc. of the current company or any related one

The above list is not exhaustive, perhaps there are additional documents requested by the bank while they are doing the compliance check. The provided paper must be in English (or Chinese for Hong Kong banks, or French for other offshore banks).

If you’re intending to open a bank account in Hong Kong but still wondered if your application may get rejected, check out our case study of 3 Reasons why Hong Kong banks may reject your application.

It is suggested that the applicant should arrange the requirements as detailed as possible to avoid confusion and incurred problems. Almost all banks are formed to work with transparency; therefore, the clearer information you provide, the higher rate of success your application will have.

How does opening a bank account in Hong Kong work?

Note that requirements for this process may be varied, depending on your bank of choice. Learn more about the detailed process of opening a bank account in Hong Kong.

4 steps to set up a typical Hong Kong bank account include:

• Collect required documents
• Submit documents
• Process on-boarding/ Have a meeting with the bank officer
• Activate bank account

Step 8: Do the annual maintenance filings

To maintain the active status and prevent unexpected fines from the Government, a Hong Kong company must oblige regulatory compliance.

The ongoing compliance for Hong Kong company can be summarized as follow:

• Annual renewal of the Business Registration Certificate: Applying for the renewal one month before the expiry date
• Annual General Meeting (AGM): Holding the meeting within 18 months from the set-up date and no later than 15 months for each next time
• Annual return with the CR: Filing with the CR within 42 days from the incorporation anniversary
• Annual tax return with the IRD: Filing a profits tax return together with audited accounts in the 18th month from the formation date, then periodically every next 12 months
• Employer’s return with IRD: Filing each associated form in a specified prescribed period

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Your company will be subject to a penalty or forced to cancel the business if you fail to comply with the annual requirements. You can keep track of the compliance schedule by following up on the government’s notices and calendar.

Alternatively, you can also try our Guide to Countries’ Annual Compliance to get a compact overview of your corporate obligations.

However, there are some cases in which some Hong Kong companies unintentionally or accidentally fail compliance.

Things are easier with a Hong Kong company secretary – a third party to ensure your company adheres to annual compliance requirements such as tax obligation filing, bookkeeping, and other possible administrative matters.

Cost of starting and running a company in Hong Kong

There is a wide range of costs involved with operating a business in Hong Kong, depending on factors such as the nature of the business, the scale of operations, and the requirements.

Some key service expenses (for reference only) you may encounter are as follows.

• Business package and incorporation documents: HK$2,070
• Government fee: HK$2,000
• Registered office address: HK$2,000
• Corporate secretary: HK$1,500
• Open a business bank account: HK$500

Hong Kong government grants available for SMEs

SME Financing Guarantee Scheme

The Hong Kong Mortgage Corporation Limited established the SME Financing Guarantee Scheme on January 1, 2011. And from 1 May 2018, the Scheme business has been transferred to and carried out by HKMC Insurance Limited, a wholly-owned subsidiary of HKMC.

The Hong Kong government offers a wide range of grants and financing schemes to support small and medium enterprises (SMEs). One such scheme is the SME Financing Guarantee Scheme, which provides guarantees of up to 80% on loans from financial institutions. This scheme can help SMEs access the necessary financing to grow and expand their businesses.

If you’re a Hong Kong-based SME looking for financing to grow your business, the SME Financing Guarantee Scheme may be able to help. For more information on the scheme and how to apply, please visit the Hong Kong government’s website.

SME Export Marketing Fund

The SME Export Marketing Fund launched in 2001 provides financial assistance to help Hong Kong-based SMEs participate in international trade fairs and exhibitions.

The SME Export Marketing Fund is open to companies that are registered and operating in Hong Kong, and that have not received any other form of government funding for the same purpose.

To assist firms in dealing with current economic issues, the EMF’s scope has been broadened from April 30, 2021, to include large-scale exhibits as well as online exhibitions targeting the local market, and eligibility has been modified to include non-SMEs for a two-year term. The maximum amount of funding available is HKD$800,000 per enterprise.

Conclusion

Not only the attractive tax regime, and the world-class financial market, Hong Kong company formation’s simplicity also make this country one of the largest business centers for startups and businesses of all sizes.

This article clarifies how to set up a company in Hong Kong, and it is a pleasure for us, BBCIncorp Limited, to serve your convenience with a fast and easy incorporation process.

Send us a message via service@bbcincorp.com or get in touch with our team through the chatbox for advice on your Hong Kong company now.