Setting up a Company: Documents and Procedures

Limited Company

Under Hong Kong laws, any group or individual (not necessarily a Hong Kong resident) may incorporate a limited company or purchase a shelf company in Hong Kong (see charts below) provided that the following conditions and procedures are met. After completing business registration, the company can commence business in Hong Kong.

Establishing a New Limited Company

The applicant may visit the Companies Registry and Inland Revenue Department in Hong Kong or use e-Registry (www.eregistry.gov.hk), an online electronic service, to submit the application form and required documents. The following documents are required during the application process:

• Incorporation form;
• Copy of the company’s articles of association;
• Notice to the Business Registration Office.

Procedures:

One-stop Company and Business Registration Service

Any person who submits an application for incorporation of a local company or registration of a non-Hong Kong company at the Companies Registry will be deemed to have made a business registration application at the same time. Under the one-stop service, companies will only be required to lodge one single application for both company and business registration.

Purchasing a Shelf Company in Hong Kong

Documents required:

• Incorporation form;
• Copy of the company’s articles of association;
• Notice to the Business Registration Office.

Procedures:

Unlimited Company

People wishing to start a business can also choose to apply to the Companies Registry for incorporation as an unlimited company. Members of an unlimited company have unlimited liability. For instance, some professionals such as auditors would establish an unlimited company to provide professional services because Hong Kong law prohibits auditors from contractually limiting liability in respect of audit work. In practice there is no reason why people wishing to start a business should establish an unlimited company and give up the protection of “limited liability”. This explains why unlimited companies are relatively rare in Hong Kong.

Representative Office of a Non-Hong Kong Company

A company incorporated outside Hong Kong is called a non-Hong Kong company and the place of business it establishes in Hong Kong is its representative office, which is subject to the stipulations of the Companies Ordinance. If the company name is the same as that of an existing company in Hong Kong, a new name has to be given to the representative office. According to the definition in the Companies Ordinance, “place of business (representative office)” includes: a share transfer or share registration office, any place used for the manufacture or warehousing of goods, and any place used by the company to transact any business which creates legal obligations.

Documents required:

Under the Companies Ordinance, a non-Hong Kong company must complete registration within one month after establishing its place of business in Hong Kong. It must also submit the following documents to the Registrar of Companies:

Duly completed application form for the registration of a non-Hong Kong company;

Certified true copy of the company’s articles of association;

Duly completed Form F1 furnishing information on the address of the company’s principal place of business, directors, secretary and authorised representative in Hong Kong;

Certified true copy of Certificate of Incorporation or documents of a similar nature;

Certified true copy of the company’s latest published accounts;

Duly completed notice to the Business Registration Office.

Procedures:

Collect all the required documents and submit their copies to the Registrar of Companies; or apply online via the eRegistry portal (www.eregistry.gov.hk)

Relevant Legislation

Companies Ordinance

Any commercial organisations wishing to operate in Hong Kong in the form of a registered limited company must complete registration in accordance with Hong Kong’s Companies Ordinance. New companies applying for registration must apply to the New Companies Section of the Companies Registry for a Certificate of Incorporation. A company name search will be conducted by the authority concerned to ensure that the proposed company name is not the same as any name appearing in the index of company names kept by the Registrar of Companies. The applicant must submit all the required documents, including the company’s articles of association, to the Companies Registry.

Some law firms, accounting firms or companies providing company secretary services may offer “shell companies” to clients. These shell companies are companies which have been incorporated but have not yet commenced business. They have already obtained a valid Business Registration Certificate and can start business at any time.

Business Registration Ordinance

All companies registered and incorporated in Hong Kong or companies incorporated in Hong Kong in accordance with the Companies Ordinance, no matter whether they operate business in Hong Kong or not, must complete registration according to the Business Registration Ordinance. The Inland Revenue Department (IRD) will assign an IRD file number to the company after it has completed registration with the Business Registration Office, and will send a Profits Tax Return to the company requesting it to complete and return within a specified date.

Filing of Annual Returns

Any limited company incorporated under the Companies Ordinance, no matter whether it has commenced business or not, must properly keep its company accounts and prepare its annual financial statement. The financial statement must be audited by an independent auditor chartered under the Professional Accountants Ordinance and must be presented to the shareholders at the company’s annual general meeting. The company’s first audited accounts must be presented to the shareholders at the first annual general meeting held within 18 months after the incorporation of the company. Thereafter, the annual general meeting must be held once every calendar year apart from other meetings, with the interval between successive annual general meetings not exceeding 15 months.

All companies registered and incorporated in Hong Kong or companies incorporated in Hong Kong in accordance with the Companies Ordinance, must also file their annual return with the Companies Registry every year.

Under the Business Registration Ordinance, all limited companies, no matter whether they have commenced business or not, must apply for a Business Registration Certificate which should be renewed every year.