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What is the One-stop Company and Business Registration Service? |
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| Answer: |
The One-stop Company and Business Registration Service is a new service jointly implemented by the Companies Registry and the Inland Revenue Department. Starting from 21 February 2011, any person who applies for incorporation of a local company or registration of a non-Hong Kong company under the Companies Ordinance will be deemed to have made a simultaneous application for business registration. Upon approval of an application for company incorporation or registration, the Companies Registry will issue the Certificate of Incorporation / Registration and the Business Registration Certificate in one go. Further information of the One-stop Service can be obtained from the FAQ on the website of the Inland Revenue Department. |
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| Q2. |
May non-Hong Kong residents incorporate a local limited company in Hong Kong?
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| Answer: |
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 advice and/or appoint them to act on your behalf to set up a company in Hong Kong. |
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| Q3. |
How do I form and register a local limited company in Hong Kong? |
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| Answer: |
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 incorporation documents with the required fees to the Shroff of the Companies Registry on 14th floor, Queensway Government Offices, 66 Queensway, Hong Kong. You may also submit the documents and fees electronically through the Registry's electronic service portal e-Registry. The incorporation documents include:
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Incorporation Form -Form NC1(for company limited by shares) or Form NC1G (for company not limited by shares); |
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A copy each of the company's memorandum of association and articles of association (please refer to the forms of model memorandum and articles of association for various types of companies in the First Schedule to the Companies Ordinance); and |
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A Notice to Business Registration Office (IRBR1)
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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 for incorporation 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.
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| Q4. |
How much do I have to pay on submission of an application for incorporation of a local company? |
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The application fee for incorporation of a local company having a share capital is HK$1,720. If your application is unsuccessful, you can apply for a refund of the registration fee of HK$1,425 (the lodgment fee of HK$295 is non-refundable).
The registration fee for incorporation of a local 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.
Any person who submits an application for company incorporation will be deemed to have applied for business registration. Hence, the prescribed business registration fee and levy must also be submitted together with the Notice to Business Registration Office (IRBR1) and the incorporation documents. Please refer to the Business Registration Fee and Levy Table for the correct amount of fees payable. |
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| Q5. |
Is there any specified form for the "Memorandum and Articles of Association"?
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| Answer: |
There is no specified form for the Memorandum and Articles of Association (M&A). You may refer to Tables A and B in the First Schedule to the Companies Ordinance (Chapter 32 of the Laws of Hong Kong), which set out the form of M&A for companies limited by shares, and Table C for companies limited by guarantee. You can view the full text 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 M&A.
To facilitate electronic incorporation, the Companies Registry provides three samples of model M&A at the e-Registry for users who wish to form private companies limited by shares. You can view the samples under "Electronic Company Incorporation and Document Submission" at the "Electronic Services at the e-Registry" section of this website. |
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| Q6. |
Is there any requirement on the amount of nominal share capital and the number of founder members of a local company limited by shares?
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The Companies Ordinance has not prescribed any requirement for a minimum amount of nominal share capital. A local company limited by shares shall be formed by at least one founder member taking at least one share of the company.
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| Q7. |
Is there any requirement on the minimum amount of paid-up capital upon application for incorporation or commencement of business?
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| Answer: |
There is no requirement on the minimum amount of a company's paid-up capital under the Companies Ordinance.
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| Q8. |
Can the registered office of a local limited company be situated outside Hong Kong?
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No. The registered office must be situated in Hong Kong.
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| Q9. |
Is there any requirement of stating the registered office address in the memorandum of association and naming the first director(s) and secretary in the articles of association?
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There is no such requirement in the Companies Ordinance.
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| Q10. |
Can I leave the items relating to the first director(s), secretary or registered office in the incorporation form (i.e. Form NC1 or NC1G) blank?
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No. You must provide the particulars of the first director(s) and secretary and the registered office address in the incorporation form. An incomplete form will render the form defective and the application for incorporation will be rejected.
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For data fields/boxes in the incorporation form (i.e. Form NC1 or NC1G) which are not applicable to my company, can I leave them blank?
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Answer:
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No. Please state "Nil" or "N.A." in the relevant field/box to indicate that no information can be provided. Please also see Q10. |
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Must all the first directors sign the statement on Consent to Act as Director in the incorporation form? |
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Answer:
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If the director is also the founder member who signs the incorporation form, that director must sign the statement on Consent to Act as Director in the incorporation form. The other directors should sign the Consent statement in the form or submit the Form NC3 - Consent to Act as First Director, not later than 14 days after the incorporation of the company. |
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When should the Form NC3 – Consent to Act as First Director be submitted? |
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The Form NC3 is for use by the first director who has not signed the Consent to Act statement in the incorporation form (Form NC1 or NC1G) and must be submitted within 14 days after the date of incorporation of the company. If the Form NC3 is not filed with the Companies Registry within the prescribed time period, the company, every officer of the company who is in default, and the founder member who signed the incorporation form commit an offence and are liable to prosecution. |
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Can the incorporation form (i.e. Form NC1 or NC1G) be signed and submitted separately by different parties? |
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No. According to sections 14A and 15 of the Companies Ordinance, applicants should file one incorporation form containing all the required information and signatures. |
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Should the unused pages of the incorporation form (i.e. Form NC1 or NC1G) be submitted for filing?
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Except for the unused continuation sheets, you should submit the incorporation form in its complete format including all the pages with inapplicable items. These pages should also be completed by stating "Nil" or "N.A." in the first box for entering information.
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Can I continue to use the old Forms NC1 and NC1G? |
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Forms NC1 and NC1G were revised on 21 February 2011. The Companies Registry has ceased to accept the old incorporation forms with effect from 1 May 2011. |
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Can I submit a plain copy of an unsigned memorandum and articles of association (MA)?
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Yes. The requirement for submission of a certified copy of the signed M&A has been dispensed with since 21 February 2011.
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When can I get the Certificate of Incorporation and Business Registration Certificate for my company after submitting the application?
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Answer:
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Normally, for paper submission, the Certificate of Incorporation and Business Registration Certificate of a company limited by shares will be issued on the 4th working day after the date of submission. For electronic submission, the certificates will normally be issued within 1 hour for a private company limited by shares. For a company limited by guarantee, the certificates will be issued in about 3 weeks.
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Can the Certificate of Incorporation and Business Registration Certificate for paper submission be sent to me by post? Who can collect the certificates for me?
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The certificates for paper submission can only be collected in person at the Registry's Office by the presentor stated in the Form NC1 or NC1G. The presentor must bring his identity card or the company chop (for corporation or firm) to collect the certificates at the New Companies Section of this Registry. If the presentor sends a representative to collect the certificates on his behalf, the representative has to produce the presentor's written authorisation (with identification details of the representative) for our records. The Companies Registry will NOT issue the certificates to any person who fails to produce the required identification document / company chop.
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When will the information of the company be available for search after incorporation? |
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The particulars and image records of the registered documents of the company are available for search on the date of incorporation of the company. |
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May a non-Hong Kong resident be appointed as a director and secretary of a local limited company?
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Answer:
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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 cannot act as the secretary of the same company.
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Can a sole director of the company act as the secretary too?
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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.
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As the particulars of the first director(s), secretary and registered office address for my company have been reported in the incorporation form (i.e. Form NC1 or NC1G), do I need to report the information again after incorporation?
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No. You are only required to report the subsequent changes in the director(s), secretary and address of registered office or changes in the particulars of director(s) and secretary in the specified forms D2A, D2B or R1 as appropriate.
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When will the appointments of the persons named as the first director(s) and secretary in the incorporation form (i.e. Form NC1 or NC1G) become effective?
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The appointments of the first director(s) and secretary named in the incorporation form will become effective on the date of incorporation stated in the company's certificate of incorporation.
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When will the intended address of the company's registered office stated in the incorporation form (i.e. Form NC1 or NC1G) become effective?
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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.
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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?
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Answer:
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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 the registration of local limited companies and 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.
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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?
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Answer:
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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 the registration of local limited companies and 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
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Which government department can provide me with free advice on how overseas businesses can set up and expand in Hong Kong?
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