May non-Hong Kong residents incorporate a local limited company in Hong Kong?

How do I form and register a local limited company in Hong Kong?

What are the fees for incorporating a local limited company?

Is there any specified form for the "Memorandum and Articles of Association"?

Is there any requirement on the amount of nominal share capital and the number of founder members of a local company limited by shares?

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?

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?

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?

Should the unused pages of the incorporation form (i.e. Form NC1 or NC1G) be submitted for filing?

How to certify the copy of the memorandum and articles of association to be a true copy of the original for submission?

Can I submit an original memorandum and articles of association instead of a certified true copy for filing together with the incorporation form (i.e. Form NC1 or NC1G)?

When can I get the Certificate of Incorporation for my company after submitting the application?

Can the Certificate of Incorporation be sent to me by post? Who can collect the Certificate of Incorporation for me?

May a non-Hong Kong resident be appointed as a director and secretary of a local limited company?

Can a sole director of the company act as the secretary too?

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?

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?

When will the intended address of the company's registered office stated in the incorporation form (i.e. Form NC1 or NC1G) become effective?

I have submitted a Form NC1A before 11 July 2008 and have not yet reported the company's registered office address, first director(s) and secretary. What shall I do to report these details on/after 11 July 2008?

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?

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?

May non-Hong Kong residents incorporate a local limited company in Hong Kong?

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.

How do I form and register a local limited company in Hong Kong?

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 following incorporation documents with the required fees to the Companies Registry at 14th floor, Queensway Government Offices, 66 Queensway, Hong Kong:-

Please note that the registrability of a company name can only be confirmed after the application 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.

What are the fees for incorporating a local limited company?

The fees for incorporating a local limited company having a share capital include the application fee of HK$1,720 and the capital fee of HK$1 for every or part of HK$1,000 of the nominal share capital (this capital fee is subject to a maximum of HK$30,000 per case). If your application is unsuccessful, you can apply for a refund of HK$1,425 of the application fee (the lodgment fee of HK$295 is non-refundable) and the capital fee.

The registration fee for incorporating a local limited 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.

Is there any specified form for the "Memorandum and Articles of Association"?

There is no specified form for the Memorandum and Articles of Association (MA). You may refer to Tables A and B in the First Schedule to the Companies Ordinance (Cap. 32 of the Laws of Hong Kong), which set out the form of MA 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 MA.

Is there any requirement on the amount of nominal share capital and the number of founder members of a local company limited by shares?

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.

Is there any requirement on the minimum amount of paid-up capital upon application for incorporation or commencement of business?

There is no requirement on the minimum amount of a company's paid-up capital under the Companies Ordinance.

Can the registered office of a local limited company be situated outside Hong Kong?

No. The registered office must be situated in Hong Kong.

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?

There is no such requirement in the Companies Ordinance.

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?

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.

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?

No. Please state "Nil" or "N.A." in the relevant field/box to indicate that no information can be provided. Please also see Q9.

Can the incorporation form (i.e. Form NC1 or NC1G) be signed and submitted separately by different parties?

No. According to sections 14A and 15 of the Companies Ordinance, applicants should file one incorporation form containing all the required information and signatures.

Should the unused pages of the incorporation form (i.e. Form NC1 or NC1G) be submitted for filing?

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.

How to certify the copy of the memorandum and articles of association to be a true copy of the original for submission?

The copy must be certified as true by a founder member of the intended company on the front page of the document.

Can I submit an original memorandum and articles of association instead of a certified true copy for filing together with the incorporation form (i.e. Form NC1 or NC1G)?

Yes. Please ensure that the original copy of the memorandum and the articles of association are properly signed by all the founder member(s) and witness(es).

When can I get the Certificate of Incorporation for my company after submitting the application?

Normally, the Certificate of Incorporation of a company limited by shares will be issued in 4 working days after the date of submission while the certificate of a company limited by guarantee will be issued in about 3 weeks.

Can the Certificate of Incorporation be sent to me by post? Who can collect the Certificate of Incorporation for me?

The Companies Registry will not send the Certificate of Incorporation to the applicant by post. The Certificate of Incorporation can only be collected 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 Certificate of Incorporation at the New Companies Section of this Registry. If the presentor sends a representative to collect the certificate on his behalf, the representative has to produce the presentor's written authorisation (with identification no. of the representative) for our records. The Companies Registry will NOT issue certificate to any person who fails to produce the required identification document / company chop.

May a non-Hong Kong resident be appointed as a director and secretary of a local limited company?

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.

Can a sole director of the company act as the secretary too?

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.

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?

No. You are only required to report the subsequent changes in the particulars of director(s), secretary and address of registered office in the specified forms Form D2A, D2B or R1 as appropriate.

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?

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.

When will the intended address of the company's registered office stated in the incorporation form (i.e. Form NC1 or NC1G) become effective?

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.

I have submitted a Form NC1A before 11 July 2008 and have not yet reported the company's registered office address, first director(s) and secretary. What shall I do to report these details on/after 11 July 2008?

You have to use the revised Form R1 (Notification of Change of Address of Registered Office) to report the registered office address. As for the company's first director(s) and secretary, you have to report their appointments in the revised Form D2A (Notification of Change of Secretary and Director (Appointment / Cessation)). The first director(s) should sign the "Consent to Act as Director" in the Form D2A.

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?

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.

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?

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