Company Setup
HONG KONG · COMPANY REGISTRATION

Company Setup in Hong KongLimited company, unlimited company, branch office or representative office — how the four differ

Different company types are available for different business requirements in Hong Kong.

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01 / COMPANY TYPES

Four company types

From a locally incorporated company to an overseas parent opening a place of business here, the four types differ in where they are registered, their legal status and who carries the liability. Each is set out below.

  • Local 01

    Local Hong Kong Company – A Limited Company:

    • This is the most common company type
    • This is a company which is incorporated in Hong Kong
    • Owners can take advantage of all the tax benefits and concessions available to any fully incorporated business
    • They can enjoy benefits such as the Closer Economic Partnership Arrangement (CEPA), a free trade agreement with Mainland China.
  • Local 02

    Local Hong Kong Company – An Unlimited Company (Sole Propietorship or Partnership)

    • This is a company which is incorporated in Hong Kong
    • Easy registration and maintenance.
    • No legal separation between personal and business assets: The company’s loss and debts are liable to the owner(s) unlimitedly.
  • Non-local 03

    Non-local Hong Kong Company – A Branch Office of a Parent Company:

    • This is for companies that are incorporated outside of Hong Kong and establish a place of business in Hong Kong
    • They must register with the Companies Registry as a ‘Registered Non-Hong Kong Company’ within one month of establishment
    • Unlike a subsidiary limited company, a branch office is not a separate legal entity from the parent and can leverage funds off the credit rating of its owner.
  • Non-local 04

    Non-local Hong Kong Company – Representative Office:

    • They cannot engage in profit-making activities and can only fulfil limited functions
    • They are useful for companies looking to explore the Hong Kong market before making a larger investment
    • If a decision is made to enter into a transaction which creates a legal obligation, it must change the business to a limited company or branch office.
02 / REGISTRATION POINTS

Company names, company structure, the Significant Controllers Register and processing time

Once the type is chosen, these are the four items to settle before filing.

  1. 01

    Company Names

    Limited companies incorporated in Hong Kong cannot have the same company name as those in the index of company names kept by the Registrar of Companies. You may conduct a company name search free of charge through the Companies Registry’s Cyber Search Centre or the Company Search Mobile Service.

  2. 02

    Company Structure

    Most limited companies incorporated in Hong Kong are private companies limited by shares. A private limited company in Hong Kong requires at least one director who is a natural person and one company secretary. If the company has one director only, the sole director cannot also be the company secretary at the same time. If the company secretary is a natural person, he/she should ordinarily reside in Hong Kong. If the company secretary is a body corporate, its registered office or place of business should be in Hong Kong. A non-Hong Kong resident can be appointed as a director. The registered office of the company must be situated in Hong Kong. There is no requirement for shareholders to be Hong Kong residents. The sole shareholder can be a director of the company.

    • At least 1 natural-person director
    • At least 1 company secretary
    • Sole director cannot also be secretary
    • Registered office must be in Hong Kong
    • Shareholders need not be HK residents
  3. 03

    Significant Controllers Register

    To enhance transparency of corporate beneficial ownership in order to fulfil Hong Kong’s international obligations, the Companies Ordinance requires a company incorporated in Hong Kong to obtain and maintain up-to-date beneficial ownership information by way of keeping a Significant Controllers Register. The Register should be open for inspection by law enforcement officers upon demand.

  4. 04

    Processing Time

    Applications submitted electronically are usually processed for company registration and business registration within two hours. Applications submitted in the traditional paper form and by hand usually see the Certificate of Incorporation and Business Registration Certificate within five working days.

    About 2 hoursElectronic filing
    About 5 working daysPaper submission

NEXT STEP

Not sure which company type fits?

Your shareholder and director mix, whether there is an overseas parent, and whether you need a bank account all affect the choice between a limited company, an unlimited company, a branch office and a representative office. Tell us the situation once and we will map it against the four types above and set out the documents each one needs.

WhatsApp us +852 6364 6395 Call +852 3998 1080 Online enquiry form

We usually reply within one working day.