Company Establishment Hong Kong

There are in general three usual routes for establishing a company in Hong Kong. We set out in more detail
below the relevant timing and required procedures.

(I) Company Incorporation / Incorporating a company from scratch – available in 4
to 5 business days (from the date of filing of signed documents)

A Hong Kong company may be incorporated from scratch with a name of your choice with
articles of association containing the relevant provisions required. A company name search on the proposed
company name should first be carried out against the record of the Companies Registry to see if the proposed
name has been used or is too similar to that of another company that has already been registered.

Once we have received from you the details of the director and the shareholder of the proposed Hong Kong
company, we will prepare and send you the relevant documents for the directors and shareholders to sign,
including the draft articles of association, Form NNC1 – Incorporation Form (Company limited by shares) and
Form IRBR1 – Notice of Business Registration Office.

Upon receipt of the original signed documents, we will arrange for them to be filed with the Companies
Registry. We estimate that from the date of filing of the relevant documents and if the documents are in
order, a certificate of incorporation will be issued by the Companies Registry and a business registration
certificate will be issued by the Inland Revenue Department in 4 to 5 business days. We will then prepare
other post company incorporation documents, including minutes of first director(s) meeting, for you to
arrange for signing.

(II) Acquiring a company as a new company incorporated by an agent – available in 4
to 5 business days from the date we are instructed

If you are unable to arrange for documents to be signed in the next day or two, we can instruct an agent to
incorporate the company with a name of your choice.

Under the Hong Kong Companies Ordinance (Cap. 622), a private Hong Kong company is required to have at least
1 natural person to be a director. The agent may provide an individual to be the first director of the
proposed Hong Kong company who will then resign from the office after the company is incorporated.
Alternatively, you may provide the agent with an individual/individuals to be the first directors of the
proposed company.

The agent will then instruct their own shareholder to incorporate the Hong Kong company (which
normally takes 1 to 2 business days for the electronic certificate of incorporation to be issued by the
Companies Registry and the business registration certificate to be issued by the Inland Revenue Department)
and we will prepare transfer forms (instrument of transfer, and bought and sold notes) for you to acquire
the shares after it is incorporated. The transfer forms are required to be signed and stamped at the Stamp
Office within a prescribed time from the date of transfer.

The advantage of this option is you can have the company name and company number ready in 1 to 2 business
days with a name of your choice. The disadvantage of this option is the name of the shareholder of the agent
will appear in the public record of the Hong Kong company as the first shareholder and the certificate of
incorporation and the business registration certificate of the company are electronic copies

Documents need to be signed by the directors and the shareholders include the transfer forms and other forms
for appointing the directors.

(III) Purchasing a shelf company – available immediately on acquisition but may
take 4 to 5 business days to change the company name.

A shelf company is an existing company that has been incorporated by standard articles of association (or for
those shelf companies established before the commencement of the Hong Kong Companies Ordinance (cap. 622) in
2014, a standard memorandum and articles of association) and can be acquired immediately. Acquisition of a
shelf company is done by way of transferring the shares of the shelf company and relevant documents required
for effecting such transfer includes the transfer forms (instrument of transfer, and bought and sold notes)
which are required to be signed and stamped at the Stamp Office within a prescribed time from the date of
transfer.

Upon acquisition of a shelf company, you may wish to change the name of the Hong Kong company. To change the
name of company, a company name search on the proposed company name should first be carried out against the
record of the Companies Registry to see if the proposed name has been used or is too similar to that of
another company that has already been registered.

A change of company name must be approved by a special resolution of the shareholders of the company and a
Form NNC2 (Notice of Change of Company Name) must be filed with the Companies Registry within 15 days from
the date of the special resolution and a prescribed fee of HK$295 for the change of name of the company is
required to be paid upon filing. Upon receipt of the Form NNC2 and if the document is in order, it normally
takes 4 to 5 business days for the Companies Registry to issue a certificate of change of name of the
company and for the Inland Revenue Department to issue a new business registration certificate.

The directors and shareholders are required to sign the documents such as transfer forms and form for
appointing new directors.

The advantage of this option is the Hong Kong company is available immediately and the transfer can be done
forthwith.  However, the original name of the shelf company will appear in the public records of the
Hong Kong company.

Documents need to be signed by the directors and the shareholders include the transfer forms and forms for
appointing the new directors.