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.
You have to choose the company type and a company name first. In choosing a company name, please refer to the Companies Registry's Guideline on Registration of Company Names for Hong Kong Companies (pdf format) and the frequently asked questions relating to Company Name on this website for details.
Then, you have to deliver the application documents with the correct fees either electronically through the Registry's e-Filing Services at the e-Services Portal or in hard copy form to the Shroff on the 14th floor of the Queensway Government Offices. The application documents include:
- Incorporation Form - Form NNC1 (for company limited by shares) or Form NNC1G (for company not limited by shares);
- A copy of the company's articles of association (See Q4); and
- A Notice to Business Registration Office (IRBR1)
With effect from 1 October 2020, the fees (excluding Business Registration Fee and Levy) payable for an application for incorporation of a local company delivered in electronic form through the e-Services at the e-Services Portal will be reduced by 10%. The reduction does not apply to application delivered to the Registry in hard copy form. The details of application fees are as follows:
Applicable for application delivered in electronic form
The application fee for incorporation of a local company having a share capital is HK$1,545. If your application is unsuccessful, you can apply for a refund of the registration fee of HK$1,280 (the lodgment fee of HK$265 is non-refundable).
The registration fee for incorporation of a company limited by guarantee is calculated according to the number of members stated in the Incorporation Form (Form NNC1G) of the company. The registration fee is HK$155 (with 25 members or less), HK$305 (with number of members exceeding 25 but not exceeding 100), and HK305 plus HK$18 for every additional 50 members (or less) after first 100 members, subject to a maximum of HK$925.
Applicable for application delivered in hard copy form
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 company limited by guarantee is calculated according to the number of members stated in the Incorporation Form (Form NNC1G) of the company. The registration fee is HK$170 (with 25 members or less), HK$340 (with number of members exceeding 25 but not exceeding 100), and HK$340 plus HK$20 for every additional 50 members (or less) after first 100 members, subject to a maximum of HK$1,025.
Any person who delivers 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 delivered 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.
The Articles of Association (AA) is not a specified form. You may refer to the Companies (Model Articles) Notice (Cap. 622H) which prescribes Model Articles for public companies limited by shares (Schedule 1), private companies limited by shares (Schedule 2) and companies limited by guarantee (Schedule 3). A company may adopt any or all of the provisions of the Model Articles appropriate to the type of company being formed and the appropriate Model Articles will apply insofar as the articles registered by the company upon incorporation do not exclude or modify them. If a company’s registered articles do not prescribe any regulations for the company, the Model Articles appropriate to that type of company will form part of the company’s articles (section 80).
The Model Articles will be in addition to the mandatory articles that a company is required to have (Please see Q5 below).
You can view the full text of the Companies Ordinance and the subsidiary legislation at www.elegislation.gov.hk.
The Articles of Association must include the following mandatory articles:-
the company name (section 81),
the articles of a limited company must state that the liability of its members is limited (section 83(1)),
the articles of an unlimited company must state that the liability of its members is unlimited (section 83(2)),
the articles of a company limited by shares must state that the liability of its members is limited to any amount unpaid on shares held by the members (section 84(1)),
the articles of a company limited by guarantee must state that each person who is a member of the company undertakes that if the company is wound up while the person is a member, or within one year after ceasing to be a member, that the person will contribute an amount required, not exceeding a specified amount, to the company's assets ( section 84(2)),
the articles of a company with a share capital must state the capital and initial shareholdings (section 85(1) and section 8 of Part 5 of Schedule 2); and
the articles of an association to be incorporated with a licence granted under section 103, or of a company with such a licence must state the company's objects whilst the licence remains in force (section 82(1)). (Note: For any other company, it is not mandatory to state its objects in its Articles of Association but it may do so (section 82(2)).
To facilitate electronic incorporation, the Companies Registry has provided four samples of model Articles of Association for use at the e-Registry. You can view the samples under "Document Submission" at the Electronic Services > Electronic Services at the e-Registry > e-Incorporation and e-Filing Services > Document Submission section of this website. The samples are also applicable to applications delivered in hard copy form.
The Companies Ordinance has not prescribed any requirement for the number of shares proposed to be issued. The articles of a company with a share capital may state the maximum number of shares that the company may issue (section 85(2)). A local company limited by shares shall be formed by at least one founder member.
There is no requirement on the minimum amount of a company's paid-up capital under the Companies Ordinance.
No. The registered office must be situated in Hong Kong.
There is no such requirement in the Companies Ordinance.
No. You must provide the particulars of the first director(s) and company secretary and the registered office address in the incorporation form. An incomplete form will render the form unsatisfactory and the application for incorporation will be rejected.
If the director is also the founder member who signs the incorporation form, that director must sign the "Consent to Act as Director" in the incorporation form. Other directors can sign the Consent statement in the form or deliver Form NNC3 "Consent to Act as First Director" not later than 15 days after the date of incorporation of the company to the Registrar of Companies for registration.
Except for the unused continuation sheets, you should deliver 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. An incomplete form will render the form unsatisfactory and the application for incorporation will be rejected.
A private company must have a company secretary and at least one director who is a natural person (i.e. an individual). The sole director of a private company must not also be the company secretary. A private company having only one director must not have a body corporate as its company secretary if the sole director of that body corporate is also the sole director of the private company.
A public company or a company limited by guarantee must have a company secretary and at least two directors, one of whom may be the company secretary. It must not have a body corporate as its director.
If the company secretary is a natural person, he or she must ordinarily reside in Hong Kong. If the company secretary is a body corporate, the address of its registered or principal office should be in Hong Kong. There is no requirement under the Companies Ordinance that a director must be a Hong Kong resident.
You may approach Invest Hong Kong :
Address: 24th floor, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong
Tel: (852) 3107 1000
Fax: (852) 3107 9007
Email: enq@investhk.gov.hk
Website: www.investhk.gov.hk
