Starting a Business in Hong Kong (an Introduction)

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Starting a Business in Hong Kong (an Introduction)

Hong Kong law determines that anyone trading in Hong Kong in any way – providing goods or services in exchange for payment – must register their business with the Business Registration Office of the Inland Revenue Department (IRD) within one month of starting to trade.

The following organisations must register as a business with the IRD:

• any person or group carrying out activities for gain
• any club which provides facilities for recreation or interaction
• any company incorporated in Hong Kong
• any company not incorporated in Hong Kong but that has a place of business in Hong Kong
• any company (even if not registered in Hong Kong) that has a representative or office (even if unused) in Hong Kong

Many activities are regulated and require a business licence. The Hong Kong government website has comprehensive information on the requirements for business registration and licensing.

• For information on Business and Trade: Click here

There is also much information available in English from both the Companies Registry and the Inland Revenue Department.

Also, InvestHK is a government entity that promotes business and investment in Hong Kong. 

• For information on establishing a business in Hong Kong from InvestHK: Click here

Note: This INFOrmation Page is an introductory overview of the options and processes to set up in business in Hong Kong. Expert advice should always be considered before any action is taken.

Business Structures

There are four basic business structures available in Hong Kong:

1. Sole proprietorship
2. Partnership or Joint Venture
3. Limited Liability Company
4. Branch office of an overseas company

Sole Proprietorship

The simplest business structure is a sole proprietorship. In this structure the operator and their business are one and all profits and costs are theirs. In addition there is unlimited liability, which means that the operator is personally liable for business debts.

Registration must be made with the Business Registration Office of the Inland Revenue Department (IRD) within one month of starting to trade.

Documents required include:

• completed Form 1(a)
• photocopy of passport
• For full details on the registration procedure see the IRD website: Click here

Sole proprietors not resident in Hong Kong must assign an agent who is resident as representative. When submitting the registration form, a photocopy of the representative's Hong Kong identity card must be included, along with Form IRBR 177.

Some transactions with the IRD Business Registration Office can be completed online.

• To register a sole proprietorship with the Business Registration online: Click here (select Online Application for Business or Branch Registration)

Partnership

Up to twenty people may form a partnership, which is governed by the Partnership Ordinance. The partners share the capital, profits and also liability of the operation. A partnership agreement lays out their relationship in terms of (at least) business management, finance and ultimate termination.

• For the full Partnership Ordinance from the Hong Kong Legislative Department: Click here

Some transactions with the IRD Business Registration Office can be completed online.

• To register a partnership with the Business Registration online: Click here (select Online Application for Business or Branch Registration)

Limited Liability Company

As with the set up of any company, the process is complex in terms of set up structure, maintenance and reporting responsibilities. Professional advice is recommended.

A Hong Kong private company (limited liability company) has no restriction on the amount of share capital. It requires at least:

• one shareholder
• one director (not necessarily a Hong Kong resident)
• a Hong Kong address
• a Company Secretary (who is a Hong Kong resident)

The process to incorporate a Hong Kong Limited Liability Company is:

1. Application with Companies Registry for a Certificate of Incorporation
2. Appointment of the company officers
3. Registration with the Business Registration Office

Branch Office of an Overseas Company

Companies incorporated outside of Hong Kong may choose to operate from premises in Hong Kong.  A branch office can take advantage of the foreign head office's credit rating as well as other advantages provided from being associated with an already-established entity overseas.

Registration of a branch office must be made with the Business Registration Office of the Inland Revenue Department (IRD) within one month of starting to trade. 

Documents required include:

• a certified copy of the company constitution
• completed Form F1
• a certified copy of the certificate of incorporation
• a certified copy of the latest accounts of the company (not always required)
• application fees

InvestHK offers information regarding setting up a branch office in Hong Kong.

• For information from InvestHK on establishing a branch office: Click here

The Companies Registry

The first step in registering a business is to confirm with the Companies Registry that the business name has not already been registered and that there are no companies with a very similar name. Once this has been determined, the company may then be legally created with the Companies Registry.

• Companies Registry
  At: 13/F Queensway Government Offices, 66 Queensway, HK, China
  Tel: 2234 9933
  Fax: 2596 0585
  e-mail
  Website

• To access the online search feature for the Companies Registry: Click here
• For guidelines to naming a company: Click here (PDF)

How to register a company with the Companies Registry

In order to incorporate a company, the interested party must submit to the Companies Registry the appropriate application fees as well as:

• A Memorandum & Articles of Association and
• Statement of Compliance of Incorporation of a Company (Form NC1A)

The Companies Registry has comprehensive information on this:

• For guidelines on submitting the Memorandum & Articles of Association and Statement of Compliance of Incorporation of a Company (Form NC1A): Click here
• For information on requirements and filing tips: Click here
• For information pamphlets from the Companies Registry office: Click here

Business Registration

Once signed up with the Companies Registry, a business has one month in which to register with the Inland Revenue Department (IRD). All fees must be paid before processing may begin.

In order to register with the Inland Revenue Department (IRD) in person or by post, forms should be submitted along with photocopies of Hong Kong identity cards or passports for all involved parties and the Certificate of Incorporation or Certificate of Registration provided by the Companies Registry.

• IRD Business Registration Office
  At: 4/F, Revenue Tower, 5 Gloucester Road, Wan Chai, Hong Kong
  Tel: 187 8088
  Website

American Chamber of Commerce

The American Chamber of Commerce is Hong Kong's largest international Chamber of Commerce. The website offers information on the application procedure for incorporation and has helpful tips on completing the Memorandum of Association and the Articles of Association.

• For the information document from AmCham HongKong: Click here (PDF)

Business Registration Certificates

Once registered with the IRD Business Registration Office, the business will receive a Business Registration Certificate, which must be clearly displayed in a conspicuous location in the offices, and available to inspectors.

• For an example of a Business Registration Certificate: Click here (PDF)
• Some forms pertaining to business registration are available as E-Forms and can be submitted electronically. For available E-Forms: Click here

Registration is valid for one year, though it is possible to request a three year registration certificate, which is less expensive than obtaining three, one-year registrations. If a business is renewing its registration, application for a three-year registration must be made at least one month before the registration expires. Existing businesses should use Form IRBR 184.

• For a downloadable PDF version of Form IRBR 184 for three-year registration: Click here
• For a version of the form that can be filled in and submitted electronically: Click here
• For downloadable PDF forms from the IRD: Click here

Validity of registration

New businesses can request a three-year registration when applying for registration, or a request for a three-year registration may be made within one year of the start of business.

Once a business receives a three-year registration, it is possible to change back to a one-year registration, though a request must be submitted in writing to the IRD not later than one month before the expiration of the three-year registration certificate.

If a business ends trading before the end of the registration period, the registration fee and levy is not refundable.

Renewal

Approximately one month before the business registration certificate expires, the business should receive a demand note from the IRD's Business Registration Office. Once payment is made, this note serves as the new business registration certificate. If a demand note is not received one month before the certificate expires, contact the IRD's Business Registration Office.

If a demand note is not received, it is possible to renew the business registration certificate in person or by post. If renewing in person, take the Business Registration Certificate to the IRD Business Registration Office and request a duplicate demand note. By post, send a photocopy of the previous Business Registration Certificate, and a check for the registration fee made payable to "The Government of the Hong Kong Special Administrative Region." These should be sent to the IRD Business Registration Office.

Updating registration records

Any change to registration information must be submitted to the IRD within one month. Changes to some business information (address, name and cessation of trading) can be completed online. 

• For available online change-of-information transactions: Click here

Forms to notify the IRD of changes within the registered company can also be found at the IRD website.

• For change-of-information forms: Click here

Closing a Business

The IRD Business Registration Office must be notified in writing, either in person or via post, within one month of the end of business, or the IRD will consider the business still operational. Failure to notify the IRD can result in fines and imprisonment.

When notifying the IRD, include the registration number, owner name and contact information, business address and date of the close of business. Form IRC 3113 may also be used to notify the IRD.

• For a PDF version of Form IRC 3113: Click here

The business must have paid the registration fee for the year in which the business closes.

Related Information

• For information from the Hong Kong government about registering a business: Click here
• For information on doing business in Hong Kong from the American Chamber of Commerce: Click here
• For information from the Intellectual Property Department of The Government of the Hong Kong Special Administrative Region on company registration, business registration and trademark registration: Click here
• For information on obtaining Hong Kong residency, see AngloINFO INFOrmation Page, Residency and Identity Cards in Hong Kong