Foreigners Registering a Hong Kong Company: Requirements, Documents, Process and Pitfalls

At a glance

Fees and statutory requirements are governed by the Companies Ordinance (Cap. 622) and the latest guidance published by the Companies Registry and the IRD.

What restrictions apply to foreign founders?

Essentially none. This is a real difference from many jurisdictions, plenty of which require a local shareholder, a local director, or cap the foreign shareholding. Hong Kong does none of the three.

Specifically:

• Shareholding — may be held 100% by a foreign individual or a foreign company
• Directors — at least one natural person aged 18 or over, any nationality, no residence requirement
• Shareholders — at least one, individual or corporate, any nationality
• Share capital — no statutory minimum, and no requirement that it be paid up
• Visa — registering a company involves no visa or entry permit

The same person can be sole shareholder and sole director. But a sole director cannot also be the company secretary — that is an express statutory restriction, so a one-person company must appoint a qualified person or a licensed provider separately.

Why must the company secretary be local?

The Companies Ordinance requires every Hong Kong company to appoint a company secretary, and that secretary must be:

• A natural person ordinarily resident in Hong Kong, or
• A body corporate with its registered office or place of business in Hong Kong

Note the wording is “ordinarily resident in Hong Kong”, not “Hong Kong permanent resident” — they are different things. Either way, a shareholder or director based overseas generally will not meet it, hence the need for a local provider.

Separately, providing company secretary and registered address services in Hong Kong by way of business is regulated activity for a trust or company service provider (TCSP), and the provider must hold the relevant licence. Worth confirming before you choose one.

What a company secretary actually does — the statutory registers, the significant controllers register, the annual return, business registration renewal, notices of change — is in what a company secretary is.

What documents do you need?

Personal documents

• Copy of passport — colour scan, clearly legible
• Proof of address — a bank statement, utility bill or government letter from the last three months
• Business background information — required in some cases

Company details

• Proposed name (an English name must end in “Limited”; a Chinese name ends in 「有限公司」, and the two cannot be combined)
• A description of the nature of the business
• Shareholder and director particulars
• The share capital structure

Three practical notes:

1. Certified copies are not needed in every case. As a licensed Hong Kong TCSP we have statutory client verification duties. Most cases complete online with video identity verification; where your situation requires copies certified by a notary or solicitor, we say so before charging, rather than adding it afterwards.

2. Documents not in Chinese or English need a translation. If your country’s identity documents are in another language, a translation is required, and in some cases it must be certified.

3. Check the name before settling on it. Some words need separate approval, and a name cannot be too similar to an existing company’s. See company name rules.

The five steps of remote registration

1. Choose a package and order. International credit cards are accepted.

2. Upload your documents. Passport copy and proof of address through the encrypted portal. We review them first and tell you immediately if something is wrong, rather than discovering it just before filing.

3. Video identity verification. Ten to fifteen minutes, scheduled around your time zone.

4. File the application. We prepare the full statutory set — the NNC1 form, the articles of association — and submit electronically to the Companies Registry. Electronic submission can be approved in as little as 1 business day; including document preparation and verification, typically 3-7 business days.

5. Receive the documents. The Certificate of Incorporation (CI) and Business Registration Certificate (BR) are downloadable from the client portal, and physical originals can be couriered internationally. The difference between the two is set out in business registration number versus company number.

How hard is the bank account?

It is the least predictable step in the whole process, and the one most often underestimated.

Two different things: incorporation is approved by the Companies Registry against statutory conditions — a low bar. Opening a bank account is decided by a bank under its own commercial and compliance policies, and a bank may decline without giving a reason.

Broadly:

• Traditional banks — generally require at least one director to attend a branch in person for an interview, with overseas witnessing possible in some cases; approval takes longer, but the service range is the most complete.
• Digital banks — the HKMA formally renamed “virtual banks” to digital banks in October 2024. These are fully licensed and regulated by the HKMA, with deposits covered by the Deposit Protection Scheme; some support fully remote onboarding and tend to be friendlier to non-resident applicants, though the service range may be narrower. On how the two compare see digital banks versus traditional banks, and for what a non-resident specifically has to prepare see opening a company account as a non-resident.

How the two compare in practice: choosing between a digital and a traditional bank; what non-residents specifically should prepare: opening a company account as a non-resident.

One honest point: how well you prepare the file matters more than which bank you pick. The bank needs to see that the business is real — a business plan, customer or supplier contracts, an explanation of where the money comes from and where it goes. Checklist in what documents to prepare.

If you are declined, do not immediately go to the next bank. The same incomplete file will be declined again, and the applications accumulate on your record. Diagnose the reason first — see what to do after a rejection.

What should you watch on tax?

1. Territorial source. Hong Kong taxes only profits sourced here. Where the key operations all happen outside Hong Kong, the offshore exemption may be available — but it has to be claimed and substantiated, not assumed. See claiming the offshore exemption.

2. Rates. Two-tiered for a company: the first HK$2,000,000 at 8.25%, the balance at 16.5%. Among connected entities only one may claim the two-tiered rates — see the two-tiered rates. The full rules are in the profits tax guide.

3. No VAT and no sales tax. Hong Kong charges neither. But note: that does not remove your tax obligations in the markets you sell into. Local taxes in the EU, the UK, the US and elsewhere are decided by where the goods or the customer are, not where the company is registered, and warrant advice from an adviser there.

4. Double taxation agreements. Hong Kong has comprehensive agreements with dozens of jurisdictions, including mainland China. Whether one applies depends on your residence status and the type of income; the terms of the agreement govern.

5. A shareholder’s nationality does not change the tax treatment. Whoever owns it, the same rates and rules apply to a Hong Kong company.

What has to happen after incorporation?

This is the part most often underestimated. Setting up is a day’s work; maintaining the company is annual — and it applies whether or not you trade.

The full list is in what to do after incorporation, and the year’s deadlines are in the compliance calendar. What happens if it is all left alone: leaving a company unattended.

To be clear about one thing: a statutory audit must be performed by a Hong Kong practising CPA. We handle bookkeeping and prepare the year-end file; the audit report is signed by the practising accountant.

Common questions

Do I need a Hong Kong visa?

No. Registering a company involves no visa or right of residence. But setting up a company and working or living in Hong Kong are separate matters, and the second requires its own application.

Can a mainland Chinese resident do this?

Yes, and the process is essentially the same as for any other non-resident, using a PRC identity card or passport as proof of identity. See setting up from the mainland or overseas.

Do I have to come to Hong Kong after registration?

Not for day-to-day operation — company secretary and compliance matters are all handled remotely. The one thing that may require you in person is a traditional bank’s account-opening interview.

Is a foreign-owned company taxed differently?

No. A Hong Kong company’s tax treatment has nothing to do with its shareholders’ nationality.

No trading — does that mean no audit and no return?

No. A Hong Kong limited company is audited and files every year whether or not it traded.

Limited company, or a branch or representative office?

It depends on whether you want limited liability and a separate legal identity. The three local business forms are compared in limited company, sole proprietorship or partnership.

Hong Kong or Singapore?

For an overseas founder the two most practical differences are that Singapore requires at least one local director (Hong Kong does not), and Singapore has GST (Hong Kong does not). But the real test is where your customers are. A seven-dimension comparison is in Hong Kong or Singapore.

Get the calendar set from day one

For an overseas founder the hard part was never the registration. It is that you are not in Hong Kong, so someone has to be watching those deadlines. The 42-day annual return, the business registration renewal, the audit and tax filing after each year end — missing one costs far more than the service fee.

Get started, or talk to us first.

This article is general information and does not constitute legal, tax or accounting advice. Formation requirements, fees and statutory obligations are governed by the Companies Ordinance and the latest guidance published by the Companies Registry and the IRD; bank account approval is decided independently by each bank; tax obligations in overseas jurisdictions warrant advice from a local professional.