In brief

•Business owners operating in Hong Kong must thoroughly understand and follow corporate tax filing procedures. Corporate tax filing is a crucial part of business operations, and failure to do so can lead to legal issues. Below, we provide a comprehensive explanation of the corporate tax filing process, including filing documents, filing deadlines, filing fees, filing requirements, filing preparation, and post-filing procedures.

Procedures for Company Incorporation

The process of incorporating a company in Hong Kong is relatively simple and inexpensive compared to other countries. However, for individuals without experience, preparing from scratch can be daunting. Therefore, this guide has been prepared to help you understand what is needed to establish a company in Hong Kong. This guide is based on incorporating a Company Limited by Shares and assumes that no special permits are required for the business (e.g., the requirements for professions such as accountants differ from those below).

Procedures

1. Choosing a Company Name

Company names can be in English or Chinese, or both may be used together. First, verify availability through the Hong Kong Companies Registry to ensure no identical corporate name exists. Names may be unavailable or require prior approval in specific cases, such as when identical to a name already registered with the Companies Registry, likely to cause confusion with government departments, related to criminal activity or contrary to public interest, or using specific words designated under the Companies Ordinance (Cap. 622A) without permission. The system checks for exact matches, so differences in spelling, punctuation, periods, or commas are treated as distinct names. (For example, "ABC Co Limited" and "ABC. Co Limited" are recognized as different names. Theoretically, even if "ABC Co Limited" exists, "ABC. Co Limited" could be used to establish a new company.)

Guide to Registration of Company Names (PDF)

2. Basic Company Matters

The following matters must be decided in advance for company incorporation.

A. Number of Shares and Shareholder Composition

A company can be established with a minimum of 1 shareholder. Shareholders can be individuals or corporations. The minimum number of shares is 1, and share capital can be in HK$ or US$, with a minimum capital of HK$1 or US$1. Share capital can be paid in cash or deemed paid through in-kind contributions. Hong Kong no longer has the concept of authorised capital, making capital increase procedures relatively simple. Share capital should be determined based on the funds needed for the planned business and timeline. While capital can be increased later, each increase requires administrative procedures and associated costs. Therefore, at initial incorporation, consider the funds needed for the initial business setup, operating capital until the company generates its own cash flow, and shareholders' financial situation to establish with an appropriate amount of capital.

B. Director Appointment

Directors must be individuals aged 18 or above, regardless of nationality or residence, with a minimum of 1 appointed at incorporation. (Public companies and companies limited by guarantee require a minimum of 2.)

C. Company Secretary Appointment

The company secretary assists in ensuring compliance with applicable regulations and must be listed in the incorporation application documents. The company secretary must be a Hong Kong resident or Hong Kong company, and in private companies, a sole director cannot also serve as company secretary.

*Olive & Vine's Vine Consulting Limited holds a company secretary license (TSCP No. TC008670) and provides professional company secretary services.

D. Registered Address

A Hong Kong address is required. If operating an actual office or business premises in Hong Kong, that address can be used. Otherwise, many companies use the company secretary's address as the registered office. Standard lease agreements for commercial spaces (e.g., shops or offices) permit use as a registered address, while those for residential spaces (e.g., apartments) generally prohibit commercial use. Thus, personally rented residential addresses are unlikely to be usable, and if intending to use a residential address (excluding business activities not permitted in residential buildings), landlord approval is required. (Owner-occupied residences may be usable as registered addresses.) Mail is frequently sent to the registered address, and Hong Kong government correspondence often calculates response deadlines from the receipt date. Prompt mail checking is essential. Using the company secretary's address is suitable for companies with frequent overseas travel or no resident office staff, as the secretary receives and forwards mail promptly.

E. Company Objects and Business Definition

The company's incorporation objects and business activities (industry and business type) must be defined. These are recorded in the articles of association and business registration certificate. Unlike Korea, Hong Kong does not strictly limit business activities to those listed on the business registration certificate. However, the certificate serves as a defining document for business activities when seeking investment or banking relationships, so clearly stating actual business activities is recommended. The business registration form allows up to 60 English characters (30 Chinese characters) for business description, and the Hong Kong Census and Statistics Department's standard industrial classification can be referenced for precise wording.

Hong Kong Statistics and Standard Industrial Classification

F. Articles of Association

Articles of association must be submitted during incorporation. Model Articles are provided under the Hong Kong Companies Ordinance, regulating basic company organization and operations. Review whether the model articles suit the incorporating company's situation and amend as necessary. For additional information on articles of association

Go directly to the company's articles of incorporation and amendment procedures.

3. Preparing Submission Documents

After determining the basic company matters, the following documents must be submitted to the Hong Kong Companies Registry for incorporation application:

1. Incorporation Form (e.g. NNC1) Company Incorporation Application Form
2. Articles of Association Company Articles of Association

Timeline

Assuming all information is collected, it takes about three days to prepare and submit documents and get approval from the Companies Registry. However, accurately completing and preparing the required documents takes significant time, so it is advisable to allow about a month for preparation. However, accurately completing all required documents without omissions and formatting them correctly can take considerable time. Including preparation, it is advisable to allocate approximately one month.

Cost

Assuming a standard procedure for a private company limited by shares with a single individual shareholder, single individual director, and use of model articles of association, the costs required for company incorporation are as follows.

Note 1 These amounts may vary according to government policy and represent actual expenses excluding Olive & Vine's service fees. Note 2 Olive & Vine's service fees may vary depending on the specific composition and background details of the shareholders/directors of the company to be incorporated.

Additional Information

The Companies Registry accepts incorporation applications through both offline and online methods. Olive & Vine primarily assists with electronic incorporation procedures via e-Registry (except in special cases, such as when shareholders include corporations), and since online submission requires e-Registry accounts for founding members (shareholders) and appointed directors, we also assist with e-Registry account setup if not already established.

The above material covers general information and does not provide solutions to specific issues for any company or individual. Furthermore, some parts have been translated into Korean for ease of understanding, so there may be differences from the exact legal terminology. Olive & Vine makes no legal representations or warranties regarding the accuracy, completeness, or usefulness of this information. The above material is not a substitute for legal or consulting advice. Please consult with a professional as needed.