May non-Hong Kong residents incorporate a local limited company in Hong Kong?

How do I form and register a local limited company in Hong Kong?

What are the fees for incorporating a local limited company?

Is there any specified form for the "Memorandum and Articles of Association"?

Is there any restriction on the amount of nominal share capital and the number of founder members of a local company limited by shares?

When can I get the Certificate of Incorporation for my company after submitting the application?

Can the Certificate of Incorporation be sent to me by post? Who can collect the Certificate of Incorporation for me?

May a non-Hong Kong resident be appointed as a director and secretary of a local limited company?

When will the appointments of the persons named as the first directors and secretary in the incorporation form (i.e. Form NC1 or NC1G) become effective?

When will the intended address of the company’s registered office stated in the incorporation form (i.e. Form NC1 or NC1G) become effective?

I have already registered the name of my limited company with the Companies Registry. Can I use the registered company name as a trademark? Will my company name be protected as a registered trademark automatically?

Will the Trade Marks Registry give approval to the registration of the name of my limited company as a trademark because I have registered it with the Companies Registry?

FAQs on New Incorporation Forms (NC1 and NC1G) and Memorandum and Articles of Association with effect from 11 July 2008

May non-Hong Kong residents incorporate a local limited company in Hong Kong?

Yes, non-Hong Kong residents may incorporate a local limited company in Hong Kong. If you do not often stay in Hong Kong or you are not familiar with the incorporation procedures, it is advisable for you to contact some local professional firms e.g. solicitors, accountancy or secretarial firms etc. for their advice and to act on your behalf to set up the company in Hong Kong.

How do I form and register a local limited company in Hong Kong?

You have to choose a company name first. In choosing a company name, please refer to the Companies Registry's Company Names Guidelines (pdf format) and the frequently asked questions relating to Company Name on this website for details.

Then, you have to prepare and submit the following incorporation documents with the required fees to the Companies Registry at 14th floor, Queensway Government Offices, 66 Queensway, Hong Kong:-

Please also refer to Incorporation or Change of Name of a Local Limited Company - Points to Note (pdf format) when preparing the above documents.

Please note that the registrability of a company name can only be confirmed after the application has been processed by the Companies Registry and the application must meet all the requirements of the Companies Ordinance before the company can be successfully incorporated.

What are the fees for incorporating a local limited company?

The fees for incorporating a local limited company having a share capital include the application fee of HK$1,720 and the capital fee of HK$1 for every or part of HK$1,000 of the nominal share capital (this capital fee is subject to a maximum of HK$30,000 per case). If your application is unsuccessful, you can apply for a refund of HK$1,425 of the application fee (the lodgment fee of HK$295 is non-refundable) and the capital fee.

The registration fee for incorporating a local limited company not having a share capital is calculated according to the number of members stated in the Articles of Association of the company. The registration fee is HK$170 (for 25 or less members), HK$340 (for more than 25 but not exceeding 100 members), and an additional HK$20 for every 50 members or less after the first 100 members. This registration fee is subject to a maximum fee of HK$1,025.

Is there any specified form for the "Memorandum and Articles of Association"?

There is no specified form for the Memorandum and Articles of Association (MA). You may refer to Tables A and B in the First Schedule of the Companies Ordinance (Cap. 32 of the Laws of Hong Kong), which set out the form of MA for companies limited by shares, and Table C for companies limited by guarantee. You may view the wording of the provisions of the Companies Ordinance at www.legislation.gov.hk. Please also refer to Incorporation or Change of Name of a Local Limited Company - Points to Note (pdf format) when preparing the MA.

Is there any restriction on the amount of nominal share capital and the number of founder members of a local company limited by shares?

There is no restriction on the minimum or maximum amount of nominal share capital under the Companies Ordinance. A local company limited by shares shall be formed by at least one founder member taking at least one share of the company.

Can the registered office of a local limited company be situated outside Hong Kong?

No. The registered office must be situated in Hong Kong.

When can I get the Certificate of Incorporation for my company after submitting the application?

Normally, the Certificate of Incorporation of a company limited by shares will be issued in 4 working days after the date of submission while the certificate of a company limited by guarantee will be issued in about 3 weeks.

Can the Certificate of Incorporation be sent to me by post? Who can collect the Certificate of Incorporation for me?

The Companies Registry will not send the Certificate of Incorporation to the applicant by post. The Certificate of Incorporation can only be collected by the presentor stated in the Form NC1 or NC1G or his / her authorised representative with an authorisation letter from the presentor. The person collecting the certificate has to produce the company chop of the presentor (if it is a body corporate) or his / her Hong Kong Identity Card or Passport as proof of identity.

May a non-Hong Kong resident be appointed as a director and secretary of a local limited company?

A non-Hong Kong resident can be appointed as a director of a local limited company. The secretary, if an individual, should ordinarily reside in Hong Kong. For corporate secretary, its registered office or place of business should be in Hong Kong.

A private local limited company must have at least one director and one secretary. The sole director shall not also be the secretary of the same company.

Can a sole member and sole director of the company act as the secretary too?

No. Section 154(1B) of the Companies Ordinance expressly prohibits the sole director from acting as the secretary. Besides, section 154(4) of the Companies Ordinance provides that a private company cannot appoint a corporate secretary if the sole director of the corporate secretary is also the sole director of the company.

When will the appointments of the persons named as the first directors and secretary in the incorporation form (i.e. Form NC1 or NC1G) become effective?

The appointments of the first directors and secretary named in the incorporation form will become effective on the date of incorporation stated in the company’s certificate of incorporation.

When will the intended address of the company’s registered office stated in the incorporation form (i.e. Form NC1 or NC1G) become effective?

The intended address stated in the incorporation form will be the address of the company's registered office with effect from the date of incorporation stated in the company's certificate of incorporation.

I have already registered the name of my limited company with the Companies Registry. Can I use the registered company name as a trademark? Will my company name be protected as a registered trademark automatically?

Company registration and trademark registration in Hong Kong serve different purposes. They are regulated by different laws and registration systems administered by different government departments. The Companies Registry is responsible for providing services for the incorporation of local limited companies and the registration of companies incorporated outside Hong Kong which have established a place of business in Hong Kong, while the Trade Marks Registry administered by the Intellectual Property Department (www.ipd.gov.hk/eng/trademarks.htm) is responsible for the registration of trademarks. Having the name of a limited company registered with the Companies Registry does not automatically confer on the company the right to use its name as a trademark in promoting or dealing in goods and services. You have to file an application with the Trade Marks Registry for trademark registration in order to obtain the protection under the Trade Marks Ordinance.

Will the Trade Marks Registry give approval to the registration of the name of my limited company as a trademark because I have registered it with the Companies Registry?

Company registration and trademark registration in Hong Kong serve different purposes. They are regulated by different laws and registration systems administered by different government departments. The Companies Registry is responsible for providing services for the incorporation of local limited companies and the registration of companies incorporated outside Hong Kong which have established a place of business in Hong Kong, while the Trade Marks Registry administered by the Intellectual Property Department is responsible for the registration of trademarks. The fact that the name of your company has been registered with the Companies Registry does not mean that it is registrable as a trademark. The Registrar of Trade Marks examines each application to ensure that the requirements under the Trade Marks Ordinance (Cap. 559) and Trade Marks Rules (Cap. 559A) are satisfied. For details, please visit the website of the Intellectual Property Department: www.ipd.gov.hk/eng/trademarks.htm