Most guides to registering a Hong Kong company bury the answer in paragraphs. This one's arranged the way you actually need it, by category, so you can read down the list once and spot the gaps.
None of it is hard. What causes the delays is finding out about the company secretary requirement, or the registered address, or the share structure question, after you've already started filing. Fifteen minutes now saves you several days later.
The four that must exist before you file
Four things have to be in place at the moment you submit. Not one of them can be added afterwards.
- At least one director
- At least one shareholder
- A company secretary who meets the Hong Kong residency or incorporation test
- A Hong Kong registered office address
The company secretary is the one that catches people. Directors and shareholders can live anywhere in the world, there's no local residency test at all. The company secretary is different. An individual has to ordinarily live in Hong Kong, or a corporate secretary has to be incorporated here. If you've got no local contacts, that means engaging a professional firm, and it needs sorting before you file rather than after.
The good news is that a single incorporation package normally covers all four. The risk is assuming one's handled when nobody has actually arranged it.
Directors
At least one, with no upper limit.
- Has to be a real person. A company can't be a director
- Has to be at least 18
- Any nationality
- Can live anywhere. Your whole board can sit overseas
- Valid passport or government photo ID for each one
- Proof of residential address, dated within three months
Not having a local director requirement is one of Hong Kong's genuine advantages. Singapore, by contrast, needs at least one ordinarily resident director, which usually means paying for a nominee. Hong Kong asks for nothing of the sort, so there's no nominee cost and nobody local carrying statutory responsibility on your behalf.
Shareholders
At least one. The same person can be sole director and sole shareholder, which is how a lot of companies start.
- Minimum one shareholder
- Can be an individual or a company
- 100% foreign ownership is fine, and there's no local shareholder requirement
- ID needed for individual shareholders
- For a corporate shareholder, registration documents from its home country
Shareholder details go on the public record at the Companies Registry. Name, address and shareholding. If privacy matters to you, raise it before you file rather than after. There are legitimate structures that deal with it, but they're much easier to build in at the start.
Company secretary
A statutory appointment, needed from day one.
- Compulsory at incorporation, you can't add it later
- An individual has to ordinarily live in Hong Kong
- A corporate secretary has to be incorporated in Hong Kong
- Can't be the sole director of the company
- Has to keep a Hong Kong address
Nearly every foreign founder uses a professional firm for this, because it's simplest and because the role carries real filing responsibility. I go through what the job actually involves in the guide to Hong Kong company secretaries.
Registered office address
A real Hong Kong address, on the public record.
- Has to be a physical address in Hong Kong
- PO boxes aren't accepted
- Virtual and serviced addresses are fine and very widely used
- Doesn't have to be where you actually work
- Publicly listed at the Companies Registry
- Has to be able to receive official post
If you're buying an incorporation package the address is usually included, but confirm it before you sign. This isn't a formality. Everything the Companies Registry and the IRD send you goes to that address, and somebody needs to be reading it.
Share capital
Hong Kong is about as relaxed here as anywhere in the world.
- Minimum share capital is HKD 1
- Most companies issue shares with a nominal value of HKD 1 each
- No maximum, and no minimum paid-up capital
- Bearer shares aren't allowed
- Decide the number of shares, the nominal value and the split before you file
For a single founder with no investment plans, one share or a small round number is completely fine. If there are co-founders on different terms, or you're expecting a funding round, spend half an hour on this before filing. It's fixable later, but only through filings you'd rather not have to make.
Company name
- Has to be unique, so check it on the e-Registry before filing
- English, Chinese, or both
- Restricted words need approval first: bank, insurance, trust, royal and others
- Can't be identical or confusingly similar to an existing name
There's no reservation system, so check as close to your filing date as you can and have two backups ready. Name problems are the most avoidable delay in the whole process.
The documents
- Form NNC1, incorporation of a local company, filed through the e-Registry
- Articles of Association, and the standard version is accepted and used by most companies
- The government incorporation fee, at the current rate published by the Companies Registry
- The Business Registration Certificate application, submitted at the same time to the IRD
What it actually costs
Government fees are small. The number that matters is what it costs you every year.
| Cost | One-off | Every year |
|---|---|---|
| Companies Registry incorporation fee | HKD 1,545 electronic, HKD 1,720 on paper | |
| Business Registration Certificate | Current rate at the IRD | Renews annually |
| Company secretarial service | Often included in setup | HKD 2,000 to 5,000 |
| Registered address | Often included in setup | HKD 1,000 to 3,000 |
| Bookkeeping | HKD 5,000 to 15,000 depending on volume | |
| Statutory audit | HKD 5,000 to 15,000 depending on volume |
First-year total for a small company with modest transaction volumes usually lands somewhere between HKD 15,000 and HKD 45,000. The government part is fixed. The professional fees are where the variation is. The cheapest quote is rarely the best value once year two arrives and the compliance obligations start stacking up. Jan's pricing is published as fixed figures so you can compare properly.
The day the certificate arrives
Incorporating starts the compliance calendar, it doesn't close a task. Deal with these straight away.
- The bank account. Start gathering documents before the incorporation even completes, because banking takes far longer than registration. Have a look at the non-resident bank account guide.
- Accounting records. Kept from the first transaction, not reconstructed in a panic at year end.
- The annual return deadline. 42 days after each anniversary of incorporation. Put it in your diary now.
- The annual audit. Compulsory for every non-dormant company, with no size exemption.
- Business Registration Certificate renewal. One or three years from issue, depending which you took.
- The Significant Controllers Register. Has to be kept up to date whenever ownership changes.
None of this should be a surprise
The secretary requirement, the address, the share structure, the banking timeline, the audit. Every one of them is knowable before you open the portal.
They only cause frustration because people meet them mid-application. Read the list once, close the gaps, then file. The registrations that go smoothly belong to the founders who knew what was coming, not the ones who worked it out along the way.
Common questions
How does a foreigner register a Hong Kong company?
Entirely remotely. File Form NNC1 and Articles of Association through the e-Registry, with at least one director of any nationality, one shareholder, a Hong Kong company secretary and a Hong Kong registered address. Approval usually takes one to three working days.
What's the difference between company registration and business registration?
Company registration is with the Companies Registry and creates the legal entity. Business registration is with the IRD and lets you trade. You need both, and you normally get them together.
Is it genuinely easy?
Yes. By international standards it's one of the simplest. Fully online, one to three days, and no nationality or residency requirements for directors or shareholders.
Do I need a local director?
No. Every director can be a foreign national living overseas. That's a real advantage over Singapore.
Can a foreigner own the whole company?
Yes. There are no foreign ownership restrictions at all.
What's the minimum share capital?
HKD 1. Most companies use HKD 1 shares, and there's no minimum paid-up requirement.