How do I form and register a local limited company in Hong Kong?
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.
Then, you have to deliver the application documents with the correct fees either electronically through the Company 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:
- Incorporation Form - Form NNC1 (for company limited by shares) or Form NNC1G (for company not limited by shares);
- A copy of the company's articles of association; and
- A Notice to Business Registration Office (IRBR1)
Please also refer to the information pamphlet on Incorporation of a Local Limited Company when preparing the above documents.
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?
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 may state the maximum number of shares that the company may issue. A local company limited by shares shall be formed by at least one founder member.
Is there any requirement on the minimum amount of paid-up capital upon application for incorporation or commencement of business?
There is no requirement on the minimum amount of a company's paid-up capital under the Companies Ordinance.
What are the requirements of directors and company secretary of a company?
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.