Company Formation in Hong Kong
Last updated: 2026-04
Last updated: April 2026.
Hong Kong's Companies Registry holds over 1.56 million active entities — more than any jurisdiction in Asia outside mainland China. The default vehicle is a private company limited by shares, incorporated under the Companies Ordinance (Cap. 622), and the e-Registry issues most certificates within 24 hours. There is no minimum share capital. A single HKD 1 share is accepted. The profits-tax regime is two-tiered: 8.25% on the first HKD 2 million of assessable profits, 16.5% on the balance. Foreign-sourced income is outside the tax net under the territorial principle. There is no VAT, no capital gains tax, and no withholding tax on dividends or interest.
We form Hong Kong limited companies end to end: name clearance, articles drafting, appointment of a licensed Hong Kong-resident company secretary, registered office, e-Registry filing, Business Registration Certificate, Significant Controllers Register, and a business banking introduction — traditional bank or virtual bank, as your structure requires.
| Quick facts | Value |
|---|---|
| Profits tax (corporations) — first HKD 2m | 8.25% |
| Profits tax (corporations) — above HKD 2m | 16.5% |
| Foreign-sourced income | Outside tax net (territorial principle, subject to FSIE) |
| VAT / GST | None |
| Capital gains tax | None |
| Minimum share capital | None — 1 share of HKD 1 accepted; HKD 10,000 typical |
| Minimum directors / shareholders | 1 director (natural person), 1 shareholder — can be the same person, any nationality, any residency |
| Mandatory local role | Hong Kong-resident company secretary + Hong Kong registered office |
| Standard formation time | 1–3 business days via e-Registry |
| Government fees | Included in our packages |
| Language of filings | English or Chinese |
| Currency | Hong Kong Dollar (HKD) |
Why Form a Company in Hong Kong
Hong Kong remains the densest business-services hub in Asia. Four reasons keep the jurisdiction a default choice for international founders.
The territorial tax principle. Only Hong Kong-sourced profits are taxed. Offshore profits earned by a Hong Kong company can be exempt, subject to the foreign-source income exemption regime updated to meet EU and OECD standards. This is the structural reason holding and IP companies still route through Hong Kong.
No VAT, no capital gains tax, no WHT on dividends or interest. Companies pay profits tax on their Hong Kong profits, stamp duty of 0.2% on share transfers, and nothing else from a core corporate tax perspective. Compared with Singapore's 17% headline rate and GST, or the UK's 25% main rate, Hong Kong tax friction is materially lower for cross-border businesses.
Mature common-law environment. The Court of Final Appeal sits with overseas judges from the UK, Australia, and Canada. English case law is persuasive. Commercial contracts resolve under a framework that international counterparties, bankers, and arbitrators understand without translation.
Gateway to mainland China. The Closer Economic Partnership Arrangement (CEPA) and Greater Bay Area integration give a Hong Kong company preferential access to mainland markets that no non-Chinese entity otherwise obtains.
The trade-offs are real. Banking onboarding tightened after 2018 — most traditional banks insist on in-person interviews for non-resident-controlled companies. The Significant Controllers Register and the licensed Trust or Company Service Provider regime raise the compliance floor.
Company Types Available in Hong Kong
The Companies Ordinance (Cap. 622), in force since 2014, recognises five company types. For the overwhelming majority of cf24 clients the private company limited by shares is the correct form.
Private Company Limited by Shares ("Ltd")
The default commercial vehicle. Limited liability up to the unpaid amount on shares. Minimum one director, one shareholder, one company secretary (resident), and a registered office in Hong Kong. The director and shareholder can be the same person, a non-resident, and a foreign corporate entity. There is no statutory share-capital minimum — a single share of HKD 1 is legally sufficient, though most incorporations use a nominal HKD 10,000 divided into 10,000 shares of HKD 1 each for banking practicality.
Audit is mandatory annually. The exemption for small private companies available in some jurisdictions does not apply in Hong Kong — every private limited company files audited financial statements with its profits tax return.
Public Company Limited by Shares
For companies that offer shares or debentures to the public, or that expect more than 50 shareholders. Used almost exclusively by listed entities on the Hong Kong Stock Exchange and by pre-IPO groups. More onerous disclosure, mandatory reporting regime under the Securities and Futures Ordinance for listed entities.
Company Limited by Guarantee
No share capital. Liability of members limited to the amount they guarantee — typically HKD 100 per member. Used for non-profits, industry associations, charities registered under Section 88 of the Inland Revenue Ordinance, and social enterprises. Not suitable for commercial operations.
Private or Public Unlimited Company with Share Capital
Members have unlimited liability. Rare. Occasional use by professional-services firms that accept personal liability.
Non-Hong Kong Company (Registered Branch)
A company incorporated outside Hong Kong that establishes a place of business in the SAR must register as a Non-Hong Kong Company under Part 16 of the Companies Ordinance within one month. The branch is not a separate legal entity — the parent's liability extends. Useful where a foreign group needs documented Hong Kong presence without a separate sub.
| Form | Min capital | Liability | Audit | Common use |
|---|---|---|---|---|
| Ltd (private limited by shares) | None (HKD 1 accepted) | Limited | Mandatory annual | Default — SMEs, holdings, IP, trading, e-commerce |
| Public Ltd | None statutory | Limited | Mandatory annual | Listed companies, public offers |
| Limited by Guarantee | No share capital | Limited (guarantee) | Mandatory annual | NGOs, charities, industry bodies |
| Unlimited with share capital | None | Unlimited | Mandatory annual | Professional firms (rare) |
| Non-HK Company (branch) | n/a | Parent's | Branch accounts filed | Foreign group presence |
For an alternative to new incorporation, see our sister brand's pre-incorporated Hong Kong limited company inventory — transferable in days, with the Business Registration Certificate already in hand.
Step-by-Step Formation Process
A standard private limited company formation through the Companies Registry e-Registry typically runs through the following steps.
- Name search and reservation. We run the proposed name through the Companies Registry Cyber Search Centre to confirm availability and check for restricted words (for example, "bank", "chamber of commerce", "co-operative", "kaifong", "Trust" and similar require prior approval). Hong Kong allows an English name, a Chinese name, or both. Two or three alternatives is normal.
- Constitutional documents. We draft the Articles of Association (customised from the model articles under Cap. 622), prepare Form NNC1 (Incorporation Form — Company Limited by Shares), the Notice to Business Registration Office (IRBR1), and the Significant Controllers Register template. You provide passport and address proof for every director, shareholder, and significant controller.
- Company secretary and registered office. Every Hong Kong limited company must appoint a company secretary who is ordinarily resident in Hong Kong — either an individual or a licensed TCSP. We act as the corporate secretary through our licensed Hong Kong affiliate, and we provide the statutory registered office at a central Hong Kong address. These are annual services, not one-off.
- e-Registry submission. We file NNC1, IRBR1, the Articles, and the prescribed fee through the Companies Registry e-Registry portal. Electronic filings with complete documentation are processed within 24 hours. Paper filings take 4 to 7 working days — we do not use paper unless a client specifically requires it.
- Certificate of Incorporation and Business Registration Certificate. The Registry issues both documents simultaneously. The Business Registration Certificate is issued by the Inland Revenue Department under the one-stop company-incorporation-and-business-registration regime and is required for every business in Hong Kong. Certificates are delivered electronically.
- Post-incorporation housekeeping. We open the Significant Controllers Register at the registered office within the statutory period, file the first Annual Return when due, prepare the first board minute book, issue share certificates, and begin the bank account opening process. For clients electing patent box relief, we confirm the IP-registration timeline under the 5 July 2026 local-registration rule.
Realistic end-to-end timeline from KYC clearance to operating company with a bank account is 7 to 14 business days where a virtual bank is used, or 3 to 6 weeks where a traditional bank is used and an in-person interview is required.
Required Documents
For each director, shareholder, and significant controller:
- Government-issued photo ID — passport preferred (national ID accepted only with supplementary verification)
- Proof of residential address dated within three months — utility bill, bank statement, tax notice, or government letter
- Date of birth, nationality, occupation, current residential address
- CV or brief professional background (required by most Hong Kong banks as part of KYC even though not an incorporation requirement)
- Specimen signature
For corporate shareholders:
- Certificate of Incorporation (certified copy)
- Register of Directors and Register of Members
- Articles of Association or equivalent constitutional documents
- UBO declaration identifying every natural person ultimately owning or controlling 25% or more
- Certificate of Incumbency or equivalent good standing document issued within 3 months
You also confirm the English name (and optional Chinese name), registered office address (we provide one), share capital allocation, and a short description of business activities — the IRD uses the description to assign the correct Business Registration class.
Apostille is not routinely required for incorporation. For corporate shareholders from jurisdictions without recognition arrangements with the SAR, notarisation of key documents is the standard approach. Bank onboarding separately requests apostilled corporate documents for the beneficial ownership chain.
Costs and Timeline
Hong Kong formation cost depends on whether you use a virtual bank or a traditional bank, whether you need a Chinese company name, and whether ongoing services — corporate secretary, registered office, accounting, and annual audit — are bundled. The audit obligation is real: every Hong Kong limited company files audited accounts with its profits tax return every year, regardless of size or activity.
Our packages cover the full incorporation, Companies Registry and Inland Revenue Department fees, Certificate of Incorporation, Business Registration Certificate (first year), constitutional documents, Significant Controllers Register setup, first-year company secretary service, first-year registered office in central Hong Kong, share certificates, and a banking introduction. Contact us for a fixed-price quote — all government fees are included in the quoted price, with no surcharges invoiced after the work is done. Same-day name reservation and certificate delivery are available for an additional government premium that we include in expedited packages.
Typical timeline from KYC clearance:
| Day | Milestone |
|---|---|
| 0 | Engagement, KYC submitted |
| 1 | KYC cleared, name check confirmed, documents drafted |
| 2 | e-Registry filing submitted with electronic signatures |
| 3 | Certificate of Incorporation and Business Registration Certificate issued |
| 4–5 | Significant Controllers Register opened, share certificates issued, corporate book established |
| 7–14 | Virtual bank account opened (ZA Bank, Airstar, Mox, or EMI such as Statrys / Airwallex / Wise) |
| 20–45 | Traditional bank account opened (where required — HSBC, Hang Seng, Standard Chartered, DBS, Bank of China HK) |
Tax Overview for Hong Kong Companies
Hong Kong tax is structurally simpler than most onshore jurisdictions. Three rates cover the corporate picture.
Profits tax — two-tiered regime. Corporations pay 8.25% on the first HKD 2 million of assessable profits and 16.5% on the balance. Unincorporated businesses pay 7.5% and 15% respectively. The two-tiered rates apply to qualifying entities. Inside a group of connected entities, only one company can claim the lower first-tier rate in any year of assessment — the group nominates the beneficiary.
Territorial source principle. Only profits sourced in Hong Kong are taxable. The Foreign Source Income Exemption regime, updated in 2023 and expanded in 2024, imposes economic-substance conditions on passive foreign income (dividends, interest, IP income, disposal gains). Operating businesses with genuine offshore activity typically pass; holding companies need to structure substance carefully.
Withholding tax. Zero on dividends and interest paid to non-residents. 4.95% on royalties paid to unaffiliated non-residents (2.475% on the first HKD 6.67 million under the two-tier regime). 16.5% on royalties paid to affiliated non-residents — the headline rate applies because the anti-avoidance rule treats the affiliate's profit as the Hong Kong company's. Treaty relief is available under Hong Kong's 52 comprehensive double-tax agreements.
Capital gains tax: none. Sales of subsidiaries, disposal of IP, sales of investments — no tax, subject to the trading-versus-capital characterisation. Where a disposal is characterised as trading (the badges of trade test), profits tax applies at the headline rate.
VAT / GST: none. Hong Kong has no broad-based consumption tax. Businesses do not register for VAT, do not charge output tax, do not recover input tax. Stamp duty applies to share transfers (0.2%, split evenly between buyer and seller) and to residential property transactions under separate regimes.
Patent box. Qualifying IP income is taxed at a concessionary 5% under the nexus approach introduced in 2024. From 5 July 2026 the regime requires the underlying invention or plant variety to be registered locally in Hong Kong to access the 5% rate — a two-year transition closes. Clients building IP-heavy structures should plan the local registration timeline early.
Pillar Two global minimum tax. A 15% top-up tax applies to multinational groups with consolidated annual revenue of EUR 750 million or more, effective January 2025. Owner-managed Hong Kong companies fall well below this threshold; large multinational groups using Hong Kong as a top or intermediate holder should model the Pillar Two exposure.
Banking for Hong Kong Companies
Hong Kong business banking is the part that takes the longest. The banking market bifurcated after 2018 — traditional banks enforce strict KYC, while virtual banks and payment institutions now handle the majority of new-incorporation account openings for non-resident-owned SMEs.
HSBC Hong Kong is the default large-corporate choice. International client desk, trade finance, treasury, FX. For non-resident-controlled companies HSBC almost always requires an in-person interview at a Hong Kong branch. Minimum initial deposit typically HKD 50,000 to HKD 500,000 depending on the business profile.
Hang Seng Bank sits inside the HSBC group and runs the most user-friendly SME business banking platform in the traditional tier. Similar KYC demands. Often the better practical choice for Hong Kong-focused businesses with lower initial deposits.
Standard Chartered Hong Kong supports partial remote onboarding for business accounts and has been more flexible than HSBC on certain non-resident director profiles. Strong correspondent network for USD and EUR clearing.
DBS Hong Kong runs the DBS IDEAL platform — the strongest pure-digital business banking product among the traditional banks. Increasingly the first choice for tech-sector SMEs. Bank of China (Hong Kong) is the mainland-linked option; strong for Greater Bay Area and cross-border RMB business.
ZA Bank, Airstar Bank, and Mox Bank are Hong Kong Monetary Authority-licensed virtual banks that opened SME business-account products in 2023–2025. Fully remote onboarding for most applicant profiles, HKD plus USD accounts, Mastercard debit. Two- to ten-business-day account opening is typical.
Statrys is a Hong Kong-headquartered payment institution with fully remote onboarding and multi-currency accounts targeted at non-resident-owned Hong Kong Ltds. Airwallex and Wise Business are the global EMI alternatives — multi-currency accounts, local receiving details in 10+ currencies, remote onboarding. Neither offers credit; businesses needing lending pair an EMI with a traditional bank.
Nominee Director Services in Hong Kong
Hong Kong permits nominee directors and nominee shareholders. The service is used widely in holding-company, IP, and privacy-sensitive structures. Three points drive current planning.
The Significant Controllers Register applies regardless, but it is non-public. Every Hong Kong company must identify every person who ultimately owns more than 25% of shares or voting rights, or otherwise exercises significant control, and keep a Significant Controllers Register at the registered office. The SCR is not published on any public portal. It is accessible to law-enforcement officers upon demand. This differs materially from the UK PSC register, which is fully public. For legitimate privacy structures — high-net-worth individuals, family offices, founders with personal-safety concerns — Hong Kong offers a meaningful privacy tier that the UK no longer does.
Providers must be licensed TCSPs. Nominee director and corporate secretary services in Hong Kong are a regulated activity. Only Trust or Company Service Providers licensed by the Companies Registry under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance may provide nominee services in the course of business. We operate through our licensed Hong Kong affiliate.
Penalties are serious. Failure to maintain the SCR, refusal to produce it on demand, or filing false information carries fines of HKD 25,000 to HKD 300,000 for the company and its officers, plus imprisonment of up to two years in the most severe cases. Non-compliance is not a commercial risk to accept lightly.
We provide nominee director and nominee shareholder services where the structure is legitimate, fully KYC-compliant, and appropriately disclosed to regulators and banks. Indemnity agreements, signed nominee declarations, and a service-level agreement covering board resolutions, document signing, and annual attendance are standard. We do not provide nominee services where the intent is to conceal ownership from law enforcement or to circumvent sanctions or tax residency rules.
Frequently Asked Questions
Can a foreigner set up a Hong Kong limited company?
Yes. The Companies Ordinance imposes no residency or nationality requirements on directors or shareholders of a private limited company. A non-resident foreigner can be the sole director and sole shareholder from day one and does not need to visit Hong Kong or hold a Hong Kong visa to incorporate. The only mandatory local role is the company secretary, who must be Hong Kong-resident — we fill this.
How long does it take to register a Hong Kong company?
Electronic submissions through the Companies Registry e-Registry are typically approved within 24 hours of a complete filing. Paper submissions take 4 to 7 working days. Including KYC, articles drafting, and company secretary setup, our typical end-to-end timeline to certificate in hand is 2 to 3 business days. Adding a virtual bank account takes another 7 to 14 days; a traditional bank account adds 3 to 6 weeks.
What is the minimum share capital for a Hong Kong Ltd?
There is no minimum share capital. Hong Kong abolished the statutory minimum in 2014 under the new Companies Ordinance. A single share of HKD 1 is legally sufficient. In practice most incorporations use a nominal HKD 10,000 divided into 10,000 shares of HKD 1 each, because traditional banks prefer to see a round nominal capital during onboarding.
Do I need a Hong Kong company secretary?
Yes. Every Hong Kong limited company must appoint a company secretary who is ordinarily resident in Hong Kong. The secretary can be an individual resident or a Hong Kong-licensed TCSP. For companies with a single director, the sole director cannot also act as the company secretary — a separate appointment is mandatory. We act as corporate secretary through our licensed Hong Kong affiliate as part of standard packages.
What is the corporate tax rate in Hong Kong?
Corporations pay 8.25% on the first HKD 2 million of assessable profits and 16.5% on profits above that under the two-tiered regime. Unincorporated businesses pay 7.5% and 15%. Only Hong Kong-sourced profits are taxable under the territorial principle — foreign-sourced profits are outside the net, subject to FSIE rules on passive income with limited substance.
Can I open a Hong Kong business bank account remotely?
Partially. Virtual banks (ZA Bank, Airstar, Mox) and payment institutions (Statrys, Airwallex, Wise Business) onboard non-resident-owned Hong Kong Ltds fully remotely, typically within 2 to 10 business days. Traditional banks (HSBC, Hang Seng, Standard Chartered, DBS, Bank of China HK) almost always require an in-person interview for non-resident-controlled companies — plan a Hong Kong visit if you need a traditional bank relationship.
Does Hong Kong have VAT or sales tax?
No. Hong Kong has no value-added tax, no goods and services tax, no sales tax. Businesses do not register for VAT, do not charge output tax, and do not recover input tax. The only transaction taxes are stamp duty on share transfers (0.2%, split between buyer and seller) and separate stamp duty regimes on property transactions.
Get Started — Form Your Hong Kong Company
A fixed-price quote in 60 seconds. Certificate of Incorporation and Business Registration Certificate within 24 hours of e-Registry submission. Licensed Hong Kong company secretary and central Hong Kong registered office included. Banking introduction tailored to your risk profile — virtual bank for speed, traditional bank where substance or credit lines are needed.
Call +48 2222 5 2222 or email [email protected] to start. Most Hong Kong formations are complete with a virtual bank account inside 14 business days.
Content prepared by Piotr Walter, In-house Counsel. Approved by Tomasz Bielski, Managing Director.
Looking for a faster route? Our sister brand offers pre-incorporated Hong Kong limited company — pre-incorporated and transferable in days.