Establishing a New Co. in Hong Kong
The private company limited by shares — incorporated in a day, and regulated by deadlines that start immediately
Hong Kong incorporates faster than almost anywhere: an electronic application is normally issued within the hour. That speed is genuine, and it is also the source of the commonest mistake we see. Nothing binds the Registrar to any time limit — the hour is a service pledge, not a statute — while several obligations on the company begin the moment it exists. This note gives both halves.
Why a Hong Kong company
| In short | What it means in practice |
|---|---|
| One shareholder, one director | Both may be foreign, resident anywhere. At least one director must be a natural person; a company alone will not do. |
| No minimum capital | None is prescribed and none is verified. Capital is issued, not subscribed against a deadline — the opposite of the mainland regime. |
| Territorial taxation | Profits tax is charged on profits arising in or derived from Hong Kong. Offshore treatment is available, is claimed, and is examined — it is not automatic and never assumed. |
| No exchange control | Capital and profits move freely, in any currency. There is no equivalent of the mainland capital account. |
| A usable common-law entity | English-language constitution, common-law courts, and documents that other jurisdictions accept — which is much of why the company gets used as a holding vehicle. |
| Apostille | Hong Kong is a Hague party. For the mainland, however, the correct route is attestation by a China-appointed attesting officer, not an apostille — a distinction that costs files weeks when it is missed. |
Minimum requirements
| 1 | At least one shareholder, individual or corporate, of any nationality and residence. |
| 2 | At least one director, of whom at least one must be a natural person. No residence requirement. |
| 3 | A company secretary — an individual ordinarily resident in Hong Kong, or a body corporate with its registered office or a place of business here. A sole director cannot also be the secretary. |
| 4 | A registered office in Hong Kong. It must be a physical address capable of receiving service; a post-office box will not do. |
| 5 | A designated representative for the significant controllers register, resident in Hong Kong. |
| 6 | Issued share capital of any amount, in any currency. One share of HK$1 is lawful. |
Every Hong Kong company must keep a register of the people who ultimately own or control it, and it must exist from incorporation. There is no start-up grace period, and a change must be entered within seven days. It is kept at the registered office or another Hong Kong address notified to the Registrar, and produced on demand to a law enforcement officer.
It is not a public register, which is why it is so often forgotten. Failure to keep it is an offence by the company and by every responsible person, and it is the single most common defect we find when we take over the administration of an existing company.
What has to be produced
| Provided by | Documents |
|---|---|
| Individual shareholders and directors | Passport copy · proof of residential address less than three months old · in practice, a short curriculum vitae and the source of funds for the account-opening file |
| Corporate shareholder | Certificate of incorporation · constitution · register of directors and members, or an equivalent extract · board resolution approving the subscription · identification of the ultimate beneficial owners, to the individuals |
| The company | Form NNC1 · articles of association · the one-stop business registration application, submitted with the incorporation |
| For the bank | A different and heavier file — business plan, expected counterparties and countries, contracts or invoices already in hand, and the group structure to the ultimate owners |
Incorporation is an hour; the bank account is the project. Hong Kong banks apply full money-laundering diligence to a company with no trading history, and a file with no local substance, no contracts and a shareholder in a jurisdiction the bank does not like will be declined without much explanation. Six to twelve weeks is normal, and a refusal is not a rarity.
The simplified account that some banks now offer is not a way round it: as it stands, it is not open to companies with foreign shareholders — which is to say, not open to the companies that need it most.
The procedure, step by step
Only two of the seven steps below carry a time limit binding on someone other than the company, and neither is a statutory one. The obligations with real statutory deadlines run the other way — they bind you, and they start at incorporation.
The first accounting reference period. It may run up to eighteen months from incorporation, and choosing it is a real decision: a 31 December or 31 March year end aligns with the Inland Revenue’s block extension scheme, and an odd date forfeits it. It is decided once, at the first board meeting, and is awkward to change afterwards.
The business registration levy. The levy of HK$150 was restored on 1 April 2026; there is no waiver for 2026-27. The registration fee itself is set in the Budget each February and has moved twice in three years — we quote it at the date of the engagement rather than in a note that will be read months later.
The first year, once the certificates are issued
| Obligation | When |
|---|---|
| Significant controllers register, kept and updated | From incorporation; each change entered within 7 days |
| Notification of chargeability, if no return has been received | Within 4 months of the end of the basis period |
| Audited financial statements, by a Hong Kong practising accountant | Annually. There is no small-company exemption from audit |
| Profits tax return, with the audited accounts and the tax computation | On issue, subject to the block extension scheme for the year end chosen |
| Annual return, Form NAR1 | Within 42 days of each anniversary of incorporation |
| Business registration renewal | Annually, or on the three-yearly certificate where one is taken |
| Employer’s return, and MPF contributions | Annually for the return; contributions monthly from the 60th day of employment |
How we help
We incorporate, and then we do the part that matters more. We take the company secretary’s office ourselves — registered office, statutory registers, the significant controllers register and the designated representative — because these are the obligations that are silent until they are breached. We set the first accounting reference period deliberately, against the block extension scheme, rather than letting it default. We prepare the bank file as the bank will read it, with the substance and the counterparty picture in front rather than in an annexe, and we say honestly when a structure is going to be declined before the appointment is made. Where the company will be used in front of the mainland, we produce the certificates of incumbency, resolutions and attestations through the China-appointed attesting officer, which is the route the mainland accepts.