Hong Kong is a prime location for entrepreneurs and startups looking to launch their businesses. With its simple tax system, open economy, and strategic location, Hong Kong is a popular choice for forming a private limited company due to its ease of incorporation and limited liability protection. For those unfamiliar with this, SMEBrother will provide guidance and answer frequently asked questions about setting up a private limited company in Hong Kong.
What is a private limited company in Hong Kong?
A private limited company is a legal business structure that exists as a separate legal entity from its owners. The company can own assets, incur liabilities, sue or be sued, and enter into contracts in its own name. The key features of a private limited company are limited liability, separate legal entity, private ownership, perpetual succession, and corporate governance. This structure is ideal for both local entrepreneurs and foreign investors, offering credibility and a favorable tax environment.
Can foreigners register a company in Hong Kong?
Yes, foreigners can register a company in Hong Kong, and they can own 100% of the shares. There are no restrictions on nationality or residency for shareholders or directors, and this makes Hong Kong one of the most open jurisdictions for foreign business ownership.
The key points for foreigners when registering a company in Hong Kong, you do not need a local partner, can reside outside of Hong Kong, company registration can be completed remotely through a registered agent or service provider, but your company must have a physical address in Hong Kong and appoint a company secretary who is either a Hong Kong resident or a licensed local corporate service provider.
How long does it take to register a company?
Registering a private limited company in Hong Kong typically takes 1 to 3 working days, provided that all required documents are in order and submitted correctly. For company name availability check can be done in a few minutes online, document preparation and signing are 1 day or same day if fast-tracked, approval and issuance of Certificate of Incorporation takes 1-2 working days if submitted online. You will get Business Registration Certificate (BRC) issued together with incorporation.
Guide to Setting up a Company in Hong Kong
Delays may occur if required documents are inaccurate or incomplete, additional identity verification is required for foreign shareholders, and you are using paper-based application (might take up to 5-7 working days). But don't worry, with a qualified service provider, the process from document submission to receiving your company certificate can be completed within 48 hours.
Do I need to be physically present in Hong Kong to incorporate the company?
No, you don't need to be physically present in Hong Kong to incorporate a private limited company. You can register the company from anywhere in the world via a registered corporate service provider or online through the Hong Kong Companies Registry e-Services Portal. You can carry out remote identity verification and digital signing using scanned documents or video calls.
But if you want to open a corporate bank account, some traditional banks may require an in-person meeting. You can choose digital or offshore banking options that don't require a visit.
What documents are required to incorporate a company?
You need to prepare and submit a set of documents to the Companies Registry. Required documents to incorporate a company in Hong Kong:
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Company name in English, Chinese, or both, must be unique and not identical to any existing Hong Kong company name.
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Articles of association, a legal document outlining the company's internal rules and structure. You can ask service providers for templates approved by the Registry.
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Form NNC1 for a new company with share capital.
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Identification documents for each director, shareholder, and company secretary. With individual documents like HKID for locals or passport for foreigners, proof of residential address. Certificate of incorporation, business registration certificate, and board resolution authorizing the investment for corporate shareholders/directors.
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Registered address proof if using your own address.
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Business registration application IRBR1 form, submitted together with the incorporation documents. This is required to obtain the Business Registration Certificate from the Inland Revenue Department.
Do I need to open a corporate bank account in Hong Kong?
It's highly recommended for practical and operational reasons, but you are not legally required to open a corporate bank account to incorporate or operate a Hong Kong company. Opening a bank account is essential for doing business, especially if you want to maintain proper accounting records, issue invoices under your Hong Kong company, pass audits and file tax returns, gain trust with clients or partners.
What are the key compliance requirements for setting up a business in Hong Kong?
Maintaining compliance is a must for every business to avoid penalties and ensure smooth operations. BRC issued by IRD must be renewed annually or every 3 years and must be displayed at your business premises. The annual return filing or form NAR1 must be filled every year and submitted to the Companies Registry.
Each company must appoint a company secretary who is responsible for ensuring legal compliance and maintaining records. Every year, the company must have audited financial statements by a Hong Kong Certified Public Accountant (CPA). Profit Tax Return needs to be filed with the IRD 18 months after incorporation, then annually.
SMEBrother as a one-stop solution for setting up a company in Hong Kong
SMEBrother is your one-stop solution for setting up a company in Hong Kong, offering a full range of services from incorporation, company secretarial and compliance, bank account opening, auditing, and many more. Whether you're a foreign entrepreneur wanting to establish your first business in Hong Kong or expand regionally, we streamline the process with packaged services to save your time and enable you to focus on growing the business!
SMEBrother takes the stress out of incorporation by handling every step of the process. Forget juggling multiple service providers, because with us, you can launch your Hong Kong company quickly and hassle-free! Leave your message and our professional team will contact you!
