Frequently Asked Questions - Incorporation 1. The documents are reproduced with the permission of the Companies Registry. All Rights reserved. 2. The Companies Registry reserves the right to withdraw the approval at any time. Source : http://www.cr.gov.hk/en/faq/faq01.htm
Frequently Asked Questions Incorporation Q1. May non-hong Kong residents incorporate a local limited company in Hong Kong? Answer: 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. Q2. How do I form and register a local limited company in Hong Kong? Answer: You have to choose the company type and a company name first. In choosing a company name, please refer to the Companies Registry's Guideline on Registration of Company Names for Hong Kong Companies (pdf format) and the frequently asked questions relating to Company Name on this website for details. Then, you have to deliver the application documents with the correct fees either electronically through the Registry's electronic service portal "e-registry" or in hard copy form to the Shroff on the 14th floor of the Queensway Government Offices. The application documents include: a) Incorporation Form - Form NNC1 (for company limited by shares) or Form NNC1G (for company not limited by shares); b) A copy of the company's articles of association (See Q4); and
c) A Notice to Business Registration Office (IRBR1) Please also refer to the information pamphlet on Incorporation of a Local Limited Company (pdf format) when preparing the above documents. Q3. How much do I have to pay on delivery of an application for incorporation of a local company? Answer: The application fee for incorporation of a local company having a share capital is HK$1,720. If your application is unsuccessful, you can apply for a refund of the registration fee of HK$1,425 (the lodgment fee of HK$295 is non-refundable). The registration fee for incorporation of a company limited by guarantee is calculated according to the number of members stated in the Incorporation Form (Form NNC1G) of the company. The registration fee is HK$170 (for number of members not exceeding 25 ), HK$340 (for number of members exceeds 25 but does not exceed 100 members), and HK$20 for every additional 50 members or less after the first 100 members. This registration fee is subject to a maximum fee of HK$1,025. Any person who delivers an application for company incorporation will be deemed to have applied for business registration. Hence, the prescribed business registration fee and levy must also be delivered together with the Notice to Business Registration Office (IRBR1) and the incorporation documents. Please refer to thebusiness Registration Fee and Levy Table for the correct amount of fees payable.
Q4. Is the "Articles of Association" a specified form? Answer: The Articles of Association (AA) is not a specified form. You may refer to the Companies (Model Articles) Notice (Cap. 622H) which prescribes Model Articles for public companies limited by shares (Schedule 1), private companies limited by shares (Schedule 2) and companies limited by guarantee (Schedule 3). A company may adopt any or all of the provisions of the Model Articles appropriate to the type of company being formed and the appropriate Model Articles will apply insofar as the articles registered by the company upon incorporation do not exclude or modify them. If a company s registered articles do not prescribe any regulations for the company, the Model Articles appropriate to that type of company will form part of the company s articles (section 80). The Model Articles will be in addition to the mandatory articles that a company is required to have (Please see Q5 below). You can view the full text of the Companies Ordinance and the subsidiary legislation at www.legislation.gov.hk. Q5. What mandatory articles are required to be included in the Articles of Association of companies? Answer: The Articles of Association must include the following mandatory articles:- the company name (section 81), the articles of a limited company must state that the liability of its members is limited (section 83(1)), the articles of an unlimited company must state that the liability of its members is unlimited (section 83(2)),
the articles of a company limited by shares must state that the liability of its members is limited to any amount unpaid on shares held by the members (section 84(1)), the articles of a company limited by guarantee must state that each person who is a member of the company undertakes that if the company is wound up while the person is a member, or within one year after ceasing to be a member, that the person will contribute an amount required, not exceeding a specified amount, to the company's assets ( section 84(2)), the articles of a company with a share capital must state the capital and initial shareholdings (section 85(1) and section 8 of Part 5 of Schedule 2); and the articles of an association to be incorporated with a licence granted under section 103, or of a company with such a licence must state the company's objects whilst the licence remains in force (section 82(1)). (Note: For any other company, it is not mandatory to state its objects in its Articles of Association but it may do so (section 82(2)). Q6. Has the Companies Registry provided any samples of Articles of Association? Answer: To facilitate electronic incorporation, the Companies Registry has provided four samples of model Articles of Association for use at the e-registry. You can view the samples under "Electronic Company Incorporation and Document Submission and e-reminder Service" at the Electronic Services > Electronic Services at the e-registry section of this website. The samples are also applicable to applications delivered in hard copy form.
Q7. Is there any requirement on the number of shares proposed to be issued and the number of founder members of a local company limited by shares? Answer: The Companies Ordinance has not prescribed any requirement for the number of shares proposed to be issued. The articles of a company with a share capital maystate the maximum number of shares that the company may issue (section 85(2)). A local company limited by shares shall be formed by at least one founder member. Q8. Is there any requirement on the minimum amount of paid-up capital upon application for incorporation or commencement of business? Answer: There is no requirement on the minimum amount of a company's paid-up capital under the Companies Ordinance. Q9. Can the registered office of a local limited company be situated outside Hong Kong? Answer: No. The registered office must be situated in Hong Kong. Q10. Is there any requirement of stating the registered office address, the first director(s) and company secretary in the articles of association? Answer: There is no such requirement in the Companies Ordinance.
Q11. Can I leave the items relating to the first director(s), company secretary or registered office in the incorporation form (i.e. Form NNC1 or NNC1G) blank? Answer: No. You must provide the particulars of the first director(s) and company secretary and the registered office address in the incorporation form. An incomplete form will render the form unsatisfactory and the application for incorporation will be rejected. Q12. For data fields/boxes in the incorporation form (i.e. Form NNC1 or NNC1G) which are not applicable to my company, can I leave them blank? Answer: No. Please state "Nil" or "N.A." in the relevant field/box to indicate that no information can be provided. An incomplete form will render the form unsatisfactory and the application for incorporation will be rejected. Q13. Must all the first directors sign the statement on Consent to Act as Director in the incorporation form? Answer: If the director is also the founder member who signs the incorporation form, that director must sign the "Consent to Act as Director" in the incorporation form. Other directors can sign the Consent statement in the form or deliver Form NNC3 Consent to Act as First Director not later than 15 days after the date of incorporation of the company to the Registrar of Companies for registration.
Q14. When should the Form NNC3 Consent to Act as First Director be delivered? Answer: The Form NNC3 must be delivered for registration within 15 days after the date of incorporation of the company. If the Form NNC3 is not delivered within the prescribed time period, the company, every responsible person of the company, and the founder member who signs the incorporation form, commit an offence and each is liable to a fine and, for continuing offence, to a further daily fine. Q15. Can the directors sign and deliver different incorporation forms separately? Answer: No. According to section 67 of the Companies Ordinance, only one incorporation form containing all the required information and signatures should be delivered for registration. Q16. Should the unused pages of the incorporation form (i.e. Form NNC1 or NNC1G) be delivered for registration? Answer: Except for the unused continuation sheets, you should deliver 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. An incomplete form will render the form unsatisfactory and the application for incorporation will be rejected.
Q17. Can I continue to use the old Forms NC1 and NC1G? Answer: No. Old Forms NC1 and NC1G are not acceptable with effect from 3 March 2014. Q18. Can I deliver an unsigned copy of the articles of association (AA)? Answer: Yes, but the company should keep the original signed AA for records. Q19. When can I get the Certificate of Incorporation and Business Registration Certificate for my company after delivering the application? Answer: Normally, for application delivered in hard copy form, the Certificate of Incorporation and Business Registration Certificate ("the certificates") of a company limited by shares will be issued within 4 working days after the date of delivery. For application delivered in electronic form, the certificates will normally be issued within 1 hour after delivery of the documents at the e-registry for a private company limited by shares. For a company limited by guarantee, the certificates will generally be issued in about 3 weeks. Q20. Can the Certificate of Incorporation and Business Registration Certificate in hard copy form be sent to me by post? Who can collect the certificates for me? Answer: The certificates in hard copy form can only be collected in person at the Registry's Office by the presentor stated in the Form NNC1 or NNC1G. If the presentor sends a representative to collect the certificates, the representative has to produce the
presentor's written authorisation (with identification details of the representative) for our records. The person who collects the certificates must produce his/her identity card (if he/she is the presentor or is an authorised representative) or the company chop (if he/she is representing the presentor which is a corporation or firm) to collect the certificates. The Companies Registry will NOT issue the certificates to any person who fails to produce the required identification document / company chop. Q21. When will the information of the company be available for search after incorporation? Answer: The particulars and image records of the registered documents of the company are available for search on the date of incorporation of the company. Q22. What are the requirements of directors and company secretary of a company? Answer: A private company must have a company secretary and at least one director who is a natural person (i.e. an individual). The sole director of a private company must not also be the company secretary. A private company having only one director must not have a body corporate as its company secretary the sole director of which is the sole director of the private company. A public company or a company limited by guarantee must have a company secretary and at least two directors, one of whom may be the company secretary. It must not have a body corporate as its director. If the company secretary is a natural person, he or she must ordinarily reside in Hong Kong. If the company secretary is a
body corporate, the address of its registered or principal office should be in Hong Kong. There is no requirement under the Companies Ordinance that a director must be a Hong Kong resident. Q23. When will the appointments of the persons named as the first director(s) and company secretary in the incorporation form (i.e. Form NNC1 or NNC1G) become effective? Answer: The appointments of the first director(s) and company secretary named in the incorporation form will become effective on the date of incorporation stated in the company's certificate of incorporation. Q24. When will the proposed address of the company's registered office stated in the incorporation form (i.e. Form NNC1 or NNC1G) become effective? Answer: The proposed 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. Q25. 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? Answer: 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 (Cap. 559). Q26. 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? Answer: 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
Q27. How do I know if I need to apply for other business licences for my company to carry on business? Answer: You may visit the Support and Consultation Centre for Small and Medium Enterprises run by the Trade and Industry Department for information on business licences. Q28. Which government department can provide me with free advice on how overseas businesses can set up and expand in Hong Kong? Answer: You may approach Invest Hong Kong: Address: 25th floor, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong Tel: (852) 3107 1000 Fax: (852) 3107 9007 Email: enq@investhk.gov.hk Website: www.investhk.gov.hk