Key Takeaways
- You need at least one shareholder, at least one natural-person director, an eligible company secretary and a registered office in Hong Kong.
- The main filing documents are Form NNC1, Articles of Association and Notice IRBR1.
- For submissions from 1 Apr 2026–31 Mar 2027, government fees with a 1-year BRC total HK$3,895 electronically or HK$4,070 on paper. Service charges remain additional.
- Document preparation and any required account verification come before Registry processing. Banking has its own application and approval process.
How do you register a Hong Kong company?
To register a Hong Kong private company limited by shares, choose a company name, confirm its shareholders and officers, arrange a Hong Kong registered office, and submit the incorporation documents and fees to the Companies Registry. Hong Kong residents and non-residents can apply.
This guide covers a new private company limited by shares incorporated in Hong Kong. It is relevant to businesses such as trading companies, consultancies, agencies, online retailers and other service providers. Sole proprietorships, partnerships, overseas-company branches and companies limited by guarantee follow different requirements.
Who can register a Hong Kong company?
Both Hong Kong residents and non-residents can form a private company limited by shares. A foreign individual can own all its shares, and there is no general Hong Kong residency requirement for directors. One person can be the sole shareholder and sole director, but cannot also serve as that company’s secretary. See the Companies Registry incorporation FAQ.
| Requirement | What it means |
|---|---|
| Shareholder | At least one founder member. Decide who will hold the shares and how they will be allocated. |
| Director | At least one director must be a natural person. Directors do not generally need to live in Hong Kong. |
| Company secretary | An individual secretary must ordinarily reside in Hong Kong. A corporate secretary must have a registered office or place of business in Hong Kong. |
| Registered office | The company must maintain a registered office in Hong Kong. An overseas residential address cannot replace it. |
| Company name and capital | Choose a registrable name and specify the shares and capital. There is no statutory minimum paid-up capital under the Companies Ordinance (Cap. 622). |
Sources: incorporation and capital requirements and directors and company secretary rules.
A sole-director company also cannot appoint a corporate secretary whose sole director is the same person. Check the secretary arrangement before filing, particularly if you intend to use another company you control.
How to register a Hong Kong company: six steps
1. Choose the structure and company name
Confirm that a private company limited by shares suits your ownership, liability and reporting needs. Then search your proposed name using the Companies Registry e-Services Portal. A name search is a preliminary check; the Registrar decides whether the name can be registered. Consider trademark rights separately. The Registry’s registration guide explains the name-checking process.
For a preliminary check, you can also use Captime’s Hong Kong company-name checker. Its result does not reserve a name or guarantee approval; the Registrar makes the final decision when reviewing the incorporation application.
2. Confirm shareholders, directors, secretary and office
Agree the share allocation and capital particulars, obtain the directors’ required details and consents, and arrange the company secretary and registered office. For example, two business partners should settle their share split before the incorporation form is prepared.
A service provider will also carry out customer due diligence, including identity verification, often called Know Your Customer (KYC) checks. It may request passports or identity documents, address evidence and information about ownership and business activities. These checks are separate from the standard documents filed with the Registry.
3. Prepare the incorporation documents
The official filing set comprises:
- Form NNC1: the incorporation form for a company limited by shares.
- Articles of Association: the company’s constitution.
- Notice IRBR1: the Notice to Business Registration Office for the one-stop incorporation and business registration process.
If a first director gives consent separately using Form NNC3, it must be delivered within 15 days after incorporation. A director who is also the founder member signing the incorporation form must sign the consent in that form. See the Registry’s consent requirements.
4. Complete electronic access requirements or choose paper filing
Electronic filing uses the e-Services Portal. A founder member signing the electronic form must have the required Individual User account and e-Filing subscription; a corporate founder acts through an appropriately authorised individual signatory. Using a service provider does not automatically remove the signatory’s account or signing requirements. Follow the Registry’s electronic incorporation instructions.
Account registration and verification can add time before submission. The method used affects the timing: some digital-identity routes can be accepted immediately, while document-based verification requires review. The user-registration FAQ explains the available routes. Hard-copy filing is also available.
5. Submit the application and pay the government fees
Submit the completed incorporation documents and pay the filing fee plus the applicable business registration fee and levy. Under the one-stop process, approved applicants receive a Certificate of Incorporation and a Business Registration Certificate (BRC). Electronic and paper certificates have the same legal effect. See the official submission and certificate guidance.
6. Set up records, compliance and banking
Establish the company’s statutory registers, document its share ownership, arrange bookkeeping and set a compliance calendar. Check whether the planned activities need a licence. Apply for a business bank or payment account separately, with supporting information about the business.
How much does company registration cost in 2026?
The government total for a private company limited by shares is HK$3,895 for electronic incorporation or HK$4,070 for hard-copy incorporation, including a one-year BRC, for applications submitted from 1 April 2026 to 31 March 2027.
| Charge | Electronic (HK$) | Hard copy (HK$) |
|---|---|---|
| Incorporation filing fee | 1,545 | 1,720 |
| Business registration fee | 2,200 | 2,200 |
| Business registration levy | 150 | 150 |
| Government total | 3,895 | 4,070 |
The one-year BRC charge is therefore HK$2,350, comprising the HK$2,200 fee and HK$150 levy. For a local company’s first BRC, the applicable charge is determined by the date the incorporation submission is made to the Registry; the certificate takes effect from incorporation. The dates above describe the fee period, not fixed validity dates for every certificate. Check the IRD fee table if submitting in another period or choosing a three-year certificate.
Budget separately for services and ongoing compliance
Government charges are not a complete first-year budget. Incorporation assistance, company secretary services, the registered office, bookkeeping, audit and tax work may carry separate charges or form part of a package. Confirm what is included, how long each service covers, and the renewal terms.
For Captime’s service options, see Hong Kong company incorporation and request a quote that identifies government charges and service fees. Check whether company secretary and registered-office services are included in the package or charged separately.
How long does registration take?
The Companies Registry states that electronic certificates for private companies limited by shares are normally issued within one hour; hard-copy certificates are normally issued within four working days. These are Registry processing times for applications, not the time needed to prepare everything or open a bank account. Applications requiring further consideration may take longer. See the official certificate processing guidance.
| Stage | What affects the timing |
|---|---|
| Documents and due diligence | Complete owner and director information, the ownership structure, signatures and the provider’s verification checks. |
| e-Services access, if needed | The signatory’s account status, identity-verification method and activation of the required services. |
| Registry processing after submission | Normally about one hour electronically or four working days on paper, subject to the application meeting the Registry’s requirements. |
| Bank or payment account | The chosen provider’s eligibility criteria, due diligence and requests for additional evidence. Approval and timing are separate from incorporation. |
What must you do after incorporation?
A Hong Kong private company has continuing obligations after its certificates are issued. Set up the following responsibilities from the start:
- Maintain the company secretary, registered office and statutory records. Keep the required registers up to date and arrange the relevant filings when officers, addresses or share details change. See the secretary rules and specified forms.
- Keep a Significant Controllers Register (SCR). The local private companies covered by this guide must identify their significant controllers, keep the required register at their registered office or another place in Hong Kong, and designate at least one eligible representative to assist law enforcement. A register is still required if the company has no significant controller; it records that fact. See the official SCR requirements.
- File the annual return. For a local private company, Form NAR1 is generally due within 42 days after each incorporation anniversary, starting with the first anniversary. The Registry explains the filing requirements, fees and late-delivery consequences in its annual return guidance.
- Renew business registration. Track the BRC expiry date and pay the renewal demand on time. BRC renewal and the Companies Registry annual return are separate obligations. See the IRD renewal guidance.
- Keep business and accounting records. Preserve invoices, receipts, bank records and other evidence supporting the accounts. The IRD requires persons carrying on business in Hong Kong to retain sufficient business records for at least seven years. See its record-keeping guidance.
- Arrange accounts, audit and tax compliance. A private company generally needs audited financial statements, subject to the statutory exemption for dormant companies. Being small or having no revenue does not, by itself, establish that exemption. Prepare the relevant tax filings and respond to IRD notices. See the Companies Registry accounts and audit FAQ.
Depending on its activities, the company may also have employer, licensing and other regulatory obligations. For more detailed follow-up, see Captime’s business registration renewal guide and AGM requirements guide.
What should you know about banking and tax?
Banking is a separate application
Incorporation does not guarantee a bank or payment account. Providers review the owners, business model, expected transactions and supporting evidence. A trading company may need to explain its suppliers and payment flows; a consultancy may use service agreements to demonstrate its activities.
Some providers support remote onboarding, while others require additional verification or a visit. Check the provider’s legal status and product terms: a payment-platform account does not necessarily have the same features or protections as a bank account. Captime’s Hong Kong Business Banking Fit Checker can help you consider your needs.
Tax depends on the business, not just its registration
Under Hong Kong’s two-tiered profits tax regime, qualifying corporations pay 8.25% on the first HK$2 million of assessable profits and 16.5% on the remainder. Conditions apply, including restrictions for connected entities. See the IRD two-tiered rates FAQ.
Overseas customers or an online business do not automatically make profits offshore or tax-free. The source of profits and other applicable rules must be assessed on the facts, and owners may also have obligations in other jurisdictions. The IRD profits tax guidance explains the framework. Regulated activities require their own permissions; incorporation alone does not provide them.
How Captime can help
Captime Corporate Management Limited helps Hong Kong and overseas business owners with company incorporation and ongoing administration. Captime holds Trust or Company Service Provider (TCSP) Licence No. TC010212.
We can help prepare the incorporation documents, guide the filing process and arrange company secretary support. For ongoing work, we provide accounting and bookkeeping services and coordinate statutory audits with separately engaged Hong Kong-licensed CPAs. The engagement terms set out which services are included.
Captime passes government fees through at cost, with no markup. Your quote identifies the government charges and the services included.
Frequently asked questions
Can a foreigner own 100% of a Hong Kong company?
Yes. A foreign individual can own all the shares in an ordinary Hong Kong private company limited by shares. There is no general requirement for a Hong Kong-resident shareholder. Separate rules may apply to regulated activities.
Do I need to visit Hong Kong to incorporate?
No. Incorporation can generally be completed remotely where the relevant filing, identity-verification and signing requirements are met. A bank or other service provider may have separate requirements for later onboarding.
What documents are required to register a Hong Kong private company?
The main incorporation documents are Form NNC1, Articles of Association and Notice IRBR1. First directors must give the required consent; where Form NNC3 is used, it must be delivered within 15 days after incorporation. A service provider may also collect passports, address evidence and ownership information for due diligence. These are separate from the standard incorporation filing set.
Is there a minimum paid-up share capital requirement?
No. The Companies Registry confirms that there is no minimum paid-up capital requirement under the Companies Ordinance (Cap. 622). Separately, section 85(1), read with section 8 of Part 5 of Schedule 2, governs the prescribed information about capital and initial shareholdings in the articles and incorporation form. These are disclosure requirements, not a provision setting a minimum paid-up capital amount. The incorporation documents must state the initial share capital and share allocation accurately. Decide the ownership and capital arrangements before filing.
References: Companies Registry: minimum paid-up capital and incorporation requirements (https://www.cr.gov.hk/en/faq/local-company/incorporation.htm) · Companies Ordinance (Cap. 622), section 85(1) and Schedule 2 (https://www.elegislation.gov.hk/hk/cap622).
Can I be the sole shareholder and sole director of my company?
Yes. One person can be both the sole shareholder and sole director of a Hong Kong private company limited by shares. The company must still have an eligible company secretary and a registered office in Hong Kong. The sole director cannot also be its company secretary.
References: Companies Registry: founder members, directors and secretary requirements (https://www.cr.gov.hk/en/faq/local-company/incorporation.htm).
Can I be the company secretary if I am already a shareholder and director?
Yes, if the company has more than one director and you meet the company secretary requirements. Under sections 475(1) and 475(2) of the Companies Ordinance (Cap. 622), a director may also act as company secretary, but a sole director may not. Shareholding does not itself prevent appointment as company secretary. Under section 474(4), an individual secretary must ordinarily reside in Hong Kong; a corporate secretary must have its registered office or a place of business in Hong Kong.
References: Companies Ordinance (Cap. 622), sections 474(4) and 475 (https://www.elegislation.gov.hk/hk/cap622) · Companies Registry: directors and company secretary rules (https://www.cr.gov.hk/en/faq/local-company/directors-secretary.htm).
What are the government incorporation fees in 2026?
For applications submitted from 1 April 2026 to 31 March 2027, government charges including a one-year Business Registration Certificate (BRC) total HK$3,895 for electronic submission or HK$4,070 for paper submission.
Electronic submission: HK$1,545 incorporation filing fee, plus HK$2,200 business registration fee and HK$150 levy.
Paper submission: HK$1,720 incorporation filing fee, plus HK$2,200 business registration fee and HK$150 levy.
The one-year BRC charge is therefore HK$2,350 in either case. These government totals exclude service-provider charges.
Is the Business Registration Certificate included in incorporation?
Yes. Under the one-stop process, business registration is applied for with incorporation and the BRC is issued following approval. The prescribed business registration fee and levy still have to be paid; the BRC is not a free additional service.
Does one-hour electronic processing include account verification?
No. The Registry’s normal one-hour electronic certificate processing time follows submission of the incorporation application. Preparing documents, completing due diligence and setting up any required e-Services access happen before that stage and can add time.
When is the first annual return due?
For a locally incorporated Hong Kong private company, the first annual return, Form NAR1, is generally due within 42 days after the first incorporation anniversary. Subsequent annual returns follow the same anniversary-based schedule. This filing is separate from Business Registration Certificate renewal and tax returns.
Does my company need a Significant Controllers Register?
Yes. A locally incorporated Hong Kong private company limited by shares must maintain a Significant Controllers Register and designate at least one eligible representative to assist law enforcement. The register must be kept at the registered office or another place in Hong Kong. A company with no significant controller must still keep the register and record that fact.
How long must the company keep business records?
At least seven years for the business records required under section 51C of the Inland Revenue Ordinance (Cap. 112). A company carrying on business in Hong Kong must keep sufficient records of income and expenditure, including relevant invoices, receipts, bank statements and accounting records. This seven-year rule concerns business records; other statutory registers and company documents have their own requirements.
Does a small private company need an audit?
Yes, generally. Small private companies normally need audited financial statements. A statutory exemption applies to dormant companies; small size or no revenue alone does not establish that exemption. Confirm the company’s status and obligations before relying on it.
Does Hong Kong incorporation make overseas income automatically tax-free?
No. Incorporation alone does not grant a tax exemption. Hong Kong profits tax depends on the source of profits and other applicable rules. Having overseas customers or operating an online business does not, by itself, establish an offshore claim. Cross-border activities may also create tax obligations in other jurisdictions.
Does incorporation guarantee a business bank account?
No. Banks and payment providers conduct their own eligibility and due-diligence reviews. A Certificate of Incorporation and BRC support an application, but approval and timing remain subject to the provider’s assessment.
Sources
Official Hong Kong government sources:
- Companies Registry: registering a new company and certificate processing
- Companies Registry: incorporation requirements and director consent
- Companies Registry: major fees
- Companies Registry: e-Services user registration
- IRD: business registration fee and levy table
- IRD: business record keeping
- Hong Kong e-Legislation: Companies Ordinance (Cap. 622)
- Hong Kong e-Legislation: Inland Revenue Ordinance (Cap. 112)
Start with a clear incorporation plan
Discuss your ownership structure, documents and ongoing needs, and get a quote showing government charges and service fees.
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