Companies Registry - FAQ - Local Limited Companies - Incorporation
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The detail of this page
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.
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
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).
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)).
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.
You are strongly advised to use the new structured formats to report the related addresses. The new structured formats can ensure the accuracy and standardization of the formats of addresses information provided, and it also facilitates this Registry to capture the addresses information to the database.
The QR code is for recognizing the name of the form and its version. The QR code is for official use only and please do notalter or remove the QR code.
In addition to email address, the presentor can provide the contact telephone number in Hong Kong as a further means of contact with the proposed company to facilitate communication. You are advised to provide the contact telephone number in Hong Kong although it is optional for you to provide the information. If there is any subsequent change in the contact telephone number, please notify the Companies Registry by completing the Form NR1.
The List of Code and Description of Business Nature can be reviewed and downloaded from the “Forms” section on this website. If the company proposes to carry on more than one category of business, please provide the major category. Although it is optional to provide the information, you are strongly advised to provide the complete information which will be available for search by the public.
No. The nature of proposed business provided in the incorporation form will not be shown in the BRC and transmitted to the Business Registration Office. All newly incorporated local companies registered under the one-stop company and business registration service are required to notify the Business Registration Office of business particulars in writing within 1 month of the date of commencement of the business. The business particulars include description and nature of business. The relevant notifications can be made by a letter or by completing a Form IRBR200.
Please tick the box “Not required to obtain a licence” and state the reason. However, if there are doubts as to whether it is necessary to obtain a licence or not, please visit the website of the Registry for Trust and Company Service Providers (the TCSP Registry) (www.tcsp.cr.gov.hk) for details of the licensing regime for TCSPs or approach the TCSP Registry for enquiry. Please seek independent legal advice on the matter, if necessary.
Starting from 27 December 2023, the company number was replaced by the business registration number (BRN) (i.e. the first 8 digits of the Business Registration Certificate number) issued by the Business Registration Office of the Inland Revenue Department. Therefore, the business registration number (BRN) of the corporate secretary or director should be provided instead.
You can look up the corresponding BRN of a company / an entity by the existing Company Number / CR Number / Company Registration Number and vice versa by using the “Quick Search > CR No. / BRN Mapping” function provided in the e-Search Services of the Companies Registry’s e-Services Portal.
No. Please state "Nil" or "N.A." in the relevant field/box to indicate that no information can be provided. 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.
The Form NNC3 must be delivered for registration within 15 days after the date of incorporation of the company. If the Form NNC3 is not delivered within the prescribed time period, the company, every responsible person of the company, and the founder member who signs the incorporation form, commit an offence and each is liable to a fine and, for continuing offence, to a further daily fine.
No. According to section 67 of the Companies Ordinance, only one incorporation form containing all the required information and signatures should be delivered 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.
Yes, but the company should keep the original signed AA for records.
Normally, for application delivered in hard copy form, the Certificate of Incorporation and Business Registration Certificate ("the certificates") of a company limited by shares will be issued within 4 working days after the date of delivery. For application delivered in electronic form, the certificates will normally be issued within 1 hour after delivery of the documents at the e-Services Portal for a private company limited by shares. For a company limited by guarantee, the certificates will generally be issued in about 3 weeks.
The certificates in hard copy form can only be collected in person at the Registry's Office by the presentor stated in the Form NNC1 or NNC1G. If the presentor sends a representative to collect the certificates, the representative has to produce the presentor's written authorisation (with identification details of the representative) for our records. The person who collects the certificates must produce his/her identity card (if he/she is the presentor or is an authorised representative) or the company chop (if he/she is representing the presentor which is a corporation or firm) to collect the certificates. The Companies Registry will NOT issue the certificates to any person who fails to produce the required identification document / company chop.
Starting from 27 December 2023, the company number was replaced by the first 8-digit of the business registration number (BRN) issued by the Business Registration Office of the Inland Revenue Department. Therefore, for companies incorporated on or after 27 December 2023, the business registration number (BRN) is adopted as the “No” on the Certificate.
No. No fresh Certificate will be issued. However, an Information Sheet evidencing the change to use BRN as an identification number of every live company on the public register will be made available for public inspection after the launch of the Revamped Integrated Companies Registry Information System on 27 December 2023. The new identification number of the company, which is the 8-digit Business Registration Number (BRN), will be displayed on the search results of Company Name Search and Company Particulars Search, etc. of company.
As a transitional arrangement, the Registry will continue to accept the old versions of Form NNC1 and Form NNC1G for a period of 4 weeks from 27 December 2023, i.e. these old versions of specified forms will NOTbe accepted from 25 January 2024 onwards.
The particulars and image records of the registered documents of the company are available for search on the date of incorporation of the company.
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.
The appointments of the first director(s) and company secretary named in the incorporation form will become effective on the date of incorporation stated in the company's certificate of incorporation.
The proposed 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.
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 (https://www.ipd.gov.hk/en/home/index.html) 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 (Cap. 559).
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: https://www.ipd.gov.hk/en/home/index.html
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