Hong Kong Company Formation (Private Company Limited by Shares)

What’s included

• Name availability check and incorporation with the Companies Registry
• Business Registration Certificate and annual renewal
• Articles of association, including tailored provisions for joint ventures
• Registered office address and statutory record keeping
• Registration of non-Hong Kong companies establishing a place of business

Hong Kong company formation at a glance

A Hong Kong private company limited by shares needs at least one founder member, at least one director who is a natural person, a company secretary based in Hong Kong and a registered office in Hong Kong. The Companies Registry issues the Certificate of Incorporation and the Business Registration Certificate together.

Item	Detail
Members (shareholders)	At least one founder member
Directors	At least one director who is a natural person; a sole director cannot also be the company secretary
Company secretary	An individual who ordinarily resides in Hong Kong, or a body corporate with its registered office or a place of business in Hong Kong
Registered office	Must be situated in Hong Kong
Share capital	No minimum; shares have had no par (nominal) value since 3 March 2014
Company name	An English name must end with “Limited”; a name mixing English and Chinese will not be registered
Business Registration	Applied for with incorporation; 1-year or 3-year certificate
Significant Controllers Register	Required for all non-listed companies; kept in Hong Kong

Hong Kong company, branch, representative office or sole proprietorship: which structure fits?

A foreign business can enter Hong Kong as a local private company, a registered branch or a representative office; an individual can also trade as a sole proprietor or partnership. Only the private company is a separate Hong Kong legal entity with limited liability for its owners.

Structure	Legal status and liability	How it registers	Profits tax	Suits
Private company limited by shares	Separate legal entity; owners have limited liability	Form NNC1 to the Companies Registry; Business Registration issued with incorporation	8.25% on the first HK$2m; 16.5% above	Trading, holding and joint-venture companies; foreign-owned subsidiaries
Registered non-Hong Kong company (branch)	Not a separate entity; the parent is responsible for the branch’s debts	Form NN1 within one month of establishing a place of business; authorised representative; Business Registration	Corporation rates: 8.25% on the first HK$2m; 16.5% above	Overseas groups trading under the parent’s name and credit rating
Representative office	Part of the overseas company; may not engage in profit-making activities	Business Registration with the IRD only	No trading allowed, so no trading profits	Market research and liaison before a full presence
Sole proprietorship	No separate entity; the owner bears unlimited liability	Business Registration (Form 1(a)) within one month of starting	7.5% on the first HK$2m; 15% above	An individual running a small business
Partnership	No separate entity; partners bear unlimited liability	Business Registration (Form 1(c)) within one month of starting	7.5% on the first HK$2m; 15% above	Two or more owners sharing an unincorporated business

How to register a company in Hong Kong, step by step

Incorporation is one filing with the Companies Registry that also registers the business with the Inland Revenue Department (IRD). Electronic applications normally take about one hour; hard-copy applications about four working days.

1. Check the name with the Companies Registry’s free name search. A name that matches one on the Index of Company Names will not be registered, and some words need the Registrar’s approval.
2. Confirm the founder member(s), at least one individual director, a company secretary who meets the residency rule and a Hong Kong registered office.
3. Prepare the articles of association, adopting all or part of the Model Articles or bespoke terms, for example for a joint venture.
4. Complete Form NNC1 (Incorporation Form) and Form IRBR1 (Notice to Business Registration Office), electing a 1-year or 3-year Business Registration Certificate.
5. File through the CR e-Services Portal or in hard copy, paying the incorporation fee with the business registration fee and levy.
6. Receive the Certificate of Incorporation and Business Registration Certificate together. The BR certificate can be printed and displayed at the business address.
7. Open the statutory registers, including the Significant Controllers Register, and appoint a designated representative. Banks will ask for the incorporation documents.
8. Diary the deadlines: no annual return in the incorporation year, then Form NAR1 within 42 days after each anniversary. The IRD generally issues the first profits tax return about 18 months after incorporation.

Documents and information needed to incorporate a Hong Kong company

The filing set is Form NNC1, the articles of association and Form IRBR1, plus identity and address details for each officer, founder member and significant controller.

• Form NNC1 and the articles of association
• Form IRBR1, with the business nature and address
• Company name in English, Chinese or both
• Shares and capital taken up by each founder member
• Each director’s name, identification or passport number, residential address and correspondence address
• Company secretary’s details, with a correspondence address (individual) or registered office (body corporate)
• Hong Kong registered office address
• Particulars of each significant controller, such as anyone holding more than 25% of the issued shares
• Identity and address evidence for directors, shareholders and significant controllers, for anti-money-laundering checks

How much does it cost to set up a Hong Kong company in 2026?

Government fees for an electronic incorporation with a 1-year Business Registration Certificate total HK$3,895: HK$1,545 to the Companies Registry plus HK$2,350 business registration fee and levy at 2026/27 rates. A hard-copy filing totals HK$4,070.

Item	Amount / deadline
Incorporation fee, electronic filing	HK$1,545 (HK$1,280 refundable if the application is unsuccessful)
Incorporation fee, hard-copy filing	HK$1,720 (HK$1,425 refundable if the application is unsuccessful)
Business Registration, 1-year certificate	HK$2,200 fee + HK$150 levy = HK$2,350
Business Registration, 3-year certificate	HK$5,720 fee + HK$450 levy = HK$6,170
Company name search	Free
Processing time	Normally within 1 hour (electronic); within 4 working days (hard copy)
First annual return (NAR1)	Not due in the year of incorporation; HK$105 if filed within 42 days after the anniversary
Late annual return	HK$870 to HK$3,480, depending on how late

Government fees only (Companies Registry Price Guide PAM 3E; IRD fee and levy table for 1 April 2026 to 31 March 2027). Professional fees are separate.

What does a Hong Kong company cost in government fees over its first three years?

At 2026/27 rates, a company incorporated online with a 3-year Business Registration Certificate pays HK$7,925 in government fees over its first three years if both annual returns are on time. Three 1-year certificates cost HK$880 more.

1. Incorporate electronically on 2 November 2026: HK$1,545 to the Companies Registry.
2. Option A, one 3-year Business Registration Certificate: HK$5,720 fee + HK$450 levy = HK$6,170, covering three years from 2 November 2026.
3. Annual returns: none in the incorporation year, then Form NAR1 after the anniversaries on 2 November 2027 and 2 November 2028: 2 × HK$105 = HK$210.
4. Option A total: HK$1,545 + HK$6,170 + HK$210 = HK$7,925.
5. Option B, three 1-year certificates at the 2026/27 rate: 3 × HK$2,350 = HK$7,050.
6. Option B total: HK$1,545 + HK$7,050 + HK$210 = HK$8,805.
7. Difference: HK$8,805 − HK$7,925 = HK$880 in favour of the 3-year certificate.

Assumptions: electronic incorporation on 2 November 2026; annual returns filed within 42 days; 2027 and 2028 renewals at the 2026/27 rate of HK$2,350, although the fee and levy can change. Professional, audit and bank charges are excluded.

A new Hong Kong company’s first 18 months: key dates

For a company incorporated on 2 November 2026, the first fixed deadlines are Business Registration renewal by 1 November 2027 and the first annual return by 14 December 2027. The first profits tax return usually arrives around May 2028.

When	What	Deadline	Authority
2 November 2026	Certificate of Incorporation and Business Registration Certificate issued together; statutory registers, including the Significant Controllers Register, opened	On incorporation	Companies Registry and IRD
November 2026	Apply for a company bank account; the bank will ask for the incorporation documents	Before the company starts trading	The chosen bank
1 November 2027	The 1-year Business Registration Certificate expires; renew for 1 or 3 years	By the expiry date	IRD
2 November 2027	First anniversary: Form NAR1 is made up to this date	14 December 2027, with the HK$105 fee	Companies Registry
Around May 2028	First profits tax return (BIR51) issued, about 18 months after incorporation; audited accounts must support it	The filing date shown on the return	IRD

Common mistakes when forming a Hong Kong company

Most formation problems come from the officer rules and early deadlines.

• Naming the sole director as company secretary: not allowed, so a second officer or a corporate secretary is needed.
• Choosing a name that mixes English and Chinese or matches an existing name: the Registry will not register it.
• Leaving the Significant Controllers Register until later: the fine is HK$25,000 plus HK$700 a day.
• Missing the first annual return: the HK$105 fee rises to as much as HK$3,480, and the company and its officers can be prosecuted.
• Assuming a small company needs no audit: every company except a dormant one must be audited.
• Starting work on a visitor stay: visitors may not take up employment or establish or join in any business.

Hong Kong company formation terms explained

These terms appear on Companies Registry and IRD forms when a business is set up in Hong Kong.

Term	Meaning
Founder member	A person who becomes a member (shareholder) when the company is formed. A local company limited by shares needs at least one.
Model Articles	Standard articles of association set out in law; Schedule 2 covers private companies limited by shares. A company can adopt all, some or none of them.
Form NNC1	The Incorporation Form for a company limited by shares, filed with the articles of association.
Form IRBR1	The Notice to Business Registration Office filed with Form NNC1, so the company is registered with the IRD at the same time.
Registered non-Hong Kong company	An overseas company registered with the Companies Registry after establishing a place of business in Hong Kong; usually called a branch.
Authorised representative	The person a registered non-Hong Kong company appoints locally: a Hong Kong resident individual, a firm of solicitors, a solicitor corporation, a corporate practice or a CPA firm.
Representative office	An office of an overseas company limited to functions such as market research or liaison. It cannot engage in profit-making activities but must still register for Business Registration.