What we do
Company establishment Hong Kong
We have extensive experience helping our clients establish entities in Hong Kong – whether they take the form of a company incorporation or obtaining an “off the shelf” company the same day. We provide comprehensive advice on continuing compliance with company law and regulations. We handle all aspects of the necessary filings and coordination with the Hong Kong Companies Registry and Business Registration Office for the initial company creation process as well as ongoing obligations and filings and can provide a registered office address. Charltons can assist with all aspects of establishing a company in Hong Kong. We also have experience in the deregistration and winding up processes.
Please see our note The Establishment of Operations in Hong Kong which details the general features of the Hong Kong Companies Ordinance (Cap. 622) and the Business Registration Ordinance (Cap. 310), which are the principal Ordinances governing the establishment of operations in Hong Kong. In addition, this note also outlines the matters that must be considered for a corporation based outside of Hong Kong, which intends to establish operations in Hong Kong.
For further details on the company secretarial services we offer in Hong Kong, please click here.
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.