Incorporating a Company in Hong Kong: Forms, Fees, and Step-by-Step Process
Step-by-step guide to incorporating a company in Hong Kong: required forms NNC1, IRBR1, NNC3, fees, and how to get your Certificate of Incorporation.
Incorporating a Company in Hong Kong: Forms, Fees and Process
Incorporating a private company limited by shares in Hong Kong requires filing three statutory forms with the Companies Registry and the Business Registration Office of the Inland Revenue Department. The Companies Registry issues the Certificate of Incorporation, while the Inland Revenue Department issues the Business Registration Certificate. A complete application with an acceptable proposed name takes between four and seven working days from submission to receipt of both certificates.
This process is governed by the Companies Ordinance (Cap. 622) and the Business Registration Ordinance (Cap. 310). A private company limited by shares is the standard trading vehicle in Hong Kong, offering separate legal personality and limited liability for its members.
Hong Kong Incorporation Process Overview
The Hong Kong incorporation process follows a clear sequence. Before filing, confirm the proposed company name is not already on the Companies Registry index. A name will not be registered if it is the same as an existing name, if its use would constitute a criminal offence, or if it is offensive. Some names require official consent, those suggesting a connection with the government, for example.
The Hong Kong company formation steps are:
- Prepare the incorporation forms: Form NNC1 (or NNC1G for companies not limited by shares), Form IRBR1, and Form NNC3.
- Submit the forms and pay the prescribed fees to the Companies Registry.
- The Companies Registry reviews the application and issues the Certificate of Incorporation.
- The Inland Revenue Department processes the Business Registration Certificate, which is issued concurrently.
- The company receives both certificates and is legally incorporated.
After incorporation, the company must maintain a registered office in Hong Kong, appoint a company secretary, and establish its statutory records.
Hong Kong Incorporation Forms
Four documents matter for a private company limited by shares.
Form NNC1 is the principal application form. It captures the company name, registered office address, details of directors, shareholders, and the company secretary, and the proposed share capital structure. Hong Kong abolished par value for shares, so shares have no nominal value. The concepts of authorised share capital and share premium no longer apply. Shares are issued at a price the directors determine, and the whole amount received is share capital.
Form NNC1G is used for companies not limited by shares, such as companies limited by guarantee. It is not required for a standard private company limited by shares.
Form IRBR1 is the notice to the Business Registration Office of the Inland Revenue Department. File it together with Form NNC1. Doing so triggers issuance of the Business Registration Certificate. The certificate is available as a 1-year or 3-year certificate.
Form NNC3 is the consent to act as first director. Each person named as a director in Form NNC1 must sign Form NNC3, confirming their consent to act. File the form with the incorporation application.
The company must also adopt articles of association. The Companies Ordinance (Cap. 622) provides model articles, which apply automatically if no bespoke articles are filed. Many companies use the model articles without modification.
Hong Kong Incorporation Fees
The Hong Kong incorporation fees consist of two components.
Companies Registry fee: The fee for filing Form NNC1 is HK$1,545. This covers the registration of the company and the issuance of the Certificate of Incorporation.
Business Registration fee: The fee depends on the term selected. For a 1-year certificate, the fee is HK$2,150. For a 3-year certificate, the fee is HK$5,720. These amounts include the business registration levy where applicable. Check the Inland Revenue Department website for the current fee schedule, as levies and waivers may change.
The total minimum government cost for incorporating a private company limited by shares with a 1-year Business Registration Certificate is HK$3,695 (HK$1,545 + HK$2,150). For a 3-year certificate, the total is HK$7,265 (HK$1,545 + HK$5,720).
These fees are payable to the Companies Registry at the time of filing. The Companies Registry does not charge additional fees for standard processing. Expedited processing is not available.
Certificate of Incorporation and Business Registration Certificate
Upon successful processing, the Companies Registry issues the Certificate of Incorporation. This document confirms the company's legal existence, its company registration number, and the date of incorporation. The Inland Revenue Department issues the Business Registration Certificate concurrently. The Business Registration Certificate shows the business registration number, which is used for tax filings and other government dealings.
The company registration number (CR number) and the business registration number (BR number) are different. The CR number is assigned by the Companies Registry and is used for filings under the Companies Ordinance. The BR number is assigned by the Inland Revenue Department and is used for tax filings and business registration renewals.
Display both certificates at the registered office. Display the registered name at the registered office and at any place of business.
Minimum Statutory Requirements
To incorporate a private company limited by shares, the company must meet these minimum requirements:
- At least one director who is a natural person. There is no maximum number of directors.
- At least one shareholder. A shareholder may also be the director.
- A company secretary who is either a natural person ordinarily resident in Hong Kong, or a body corporate with a registered office or place of business in Hong Kong. A company with only one director cannot have that same person as its sole company secretary.
- A registered office in Hong Kong. A post office box is not acceptable.
- A designated representative for the Significant Controllers Register.
There is no minimum share capital. There is no maximum foreign ownership. A company may be wholly owned by non-residents.
Role of the Companies Registry and Inland Revenue Department
The Companies Registry administers the Companies Ordinance (Cap. 622) and is responsible for registering companies, maintaining the public register, and issuing the Certificate of Incorporation. The Registry reviews incorporation applications for compliance with the Ordinance, including name availability and the completeness of forms.
The Inland Revenue Department administers the Business Registration Ordinance (Cap. 310) and issues the Business Registration Certificate. The Department also handles tax registration and the annual renewal of the Business Registration Certificate.
The two bodies work together through the integrated filing system. Form IRBR1 is filed with the Companies Registry, which forwards the relevant information to the Inland Revenue Department. The applicant does not need to visit both offices separately.
Post-Incorporation Obligations
After receiving the Certificate of Incorporation and Business Registration Certificate, the company must:
- Appoint a company secretary if not already named in the incorporation forms.
- Maintain a registered office in Hong Kong.
- Keep statutory records, including the register of members, register of directors, register of company secretaries, and the Significant Controllers Register.
- File an annual return (Form NAR1) with the Companies Registry within 42 days of the return date each year.
- Renew the Business Registration Certificate annually or every three years.
- File a profits tax return (Form BIR51) with the Inland Revenue Department.
The company must display its registered name at the registered office and at any place of business. Do not use a name that is the same as or too similar to an existing company name. The Registrar may direct a change.
Summary of Forms and Fees
| Form | Purpose | Fee (HK$) |
|---|---|---|
| Form NNC1 | Application for incorporation (company limited by shares) | 1,545 |
| Form IRBR1 | Notice to Business Registration Office | Included in BR fee |
| Form NNC3 | Consent to act as first director | No separate fee |
| Business Registration Certificate (1-year) | Business registration | 2,150 |
| Business Registration Certificate (3-year) | Business registration | 5,720 |
The total government cost for incorporation with a 1-year Business Registration Certificate is HK$3,695. For a 3-year certificate, the total is HK$7,265.
Further Information
The Companies Registry publishes detailed guidance on incorporation procedures, including the Companies Registry's e-Registry system for online filing. The Inland Revenue Department publishes the current Business Registration fee schedule. Consult these official sources for the most current information, as fees and procedures may change.
For a complete checklist of documents and forms required, see the incorporation checklist page. For a walkthrough of each section of Form NNC1, see the NNC1 walkthrough page.