Setting Up a Hong Kong Limited Company: Requirements, Process, Cost, Timing

At a glance

Fees and processing times are as published by the Companies Registry and the Inland Revenue Department.

For the full timeline from name search to a working bank account, see how long setting up a Hong Kong company takes.

The six steps

1. Check the name. Search the Companies Registry’s online enquiry service to confirm availability. An English name must end in “Limited” and a Chinese name in 「有限公司」; the two cannot be combined into a single mixed name. On which words need special approval and how to avoid a rejection, see the company name rules.

2. Prepare the documents. The incorporation form (NNC1), the articles of association, identification for every director and shareholder, and proof of registered address.

3. Submit. Filing through the Companies Registry’s electronic platform is fastest; paper takes longer.

4. Collect the certificates. You receive a Certificate of Incorporation (CI) and a Business Registration Certificate (BR). They carry different numbers and serve different purposes — do not use one where the other is asked for. On the distinction, see business registration number versus company number.

5. Open a bank account. This step routinely takes far longer than the incorporation itself. See what to prepare and the document checklist.

6. Handle compliance. See the next section. This is the actual work.

How much share capital?

There is no minimum, and it does not need to be paid up. The common arrangement is HK$10,000 divided into 10,000 shares.

Two things to keep in mind:

1. The share structure decides how easily you can bring people in later. Issue a single share at the outset and dividing it proportionally later becomes awkward. See designing the share capital structure.

2. Transferring shares later attracts stamp duty, calculated on the consideration or the net asset value.

What has to happen in the first year?

This is the section most people underestimate. Incorporating takes a day; maintaining the company is an annual commitment.

For the full list see what to do after incorporation, and for the year’s deadlines at a glance see the compliance calendar.

Three things new owners get wrong

1. Assuming “no business means nothing to do”. From the moment the company is registered it owes an annual return, an audit and a tax filing — regardless of whether it trades. Leaving it alone does not make the obligations go away; it accumulates penalties. On what actually happens, see leaving a company alone.

2. Having the sole director act as company secretary. The law does not allow it. A one-person company must appoint someone else qualified, or a licensed service provider.

3. Mixing personal and company money. Convenient at first, expensive later: auditors cannot verify what belongs to the company, and limited liability itself becomes arguable. See separating company and personal money.

Common questions

Can one person do it? Yes. The same person can be sole shareholder and sole director — but not company secretary. On how the three roles divide up in practice, see the one-person Hong Kong company.

Can a non-resident do it? Yes. Directors and shareholders have no nationality or residence requirement; the company secretary, however, must meet the Hong Kong residence or registered office test. See setting up as a foreigner.

Do I need to rent an office? No. A registered address service is sufficient, provided it is a physical Hong Kong address — PO boxes are not accepted.

Limited company or sole proprietorship? It comes down to risk and what your clients require, not how much you earn. See the comparison.

Hong Kong or Singapore? The two differences that actually matter: Singapore requires at least one local director and has GST; Hong Kong has neither. See the seven-dimension comparison.

Get the calendar right from day one

For the incorporation step itself, who you use makes little difference — it is the same forms and the same government department.

The difference shows up afterwards: whether anyone is keeping track of the deadlines. A 42-day annual return, a business registration renewal every year, an audit and tax filing after each year end — each is simple in isolation, and together they are a calendar somebody has to watch.

Get started, or talk to us first.

This article is general information and does not constitute legal or accounting advice. Requirements, fees, processing times and ongoing compliance obligations are governed by the Companies Ordinance and the latest guidance published by the Companies Registry and the Inland Revenue Department.