Doing Business in Hong Kong – Definitive HK Guide

This Definitive HK Guide is for entrepreneurs who are planning or have plans to do business in Hong Kong. But first of all, why will you do business in Hong Kong?

Hong Kong has always been a location to attractive large amount of foreign investment because HK offers significant benefits that is difficult to resist by foreign investors.

Globally, Hong Kong is a well-recognized leading financial center in the world.

The HK Definitive Guide consists of the following topics:

  • Business Organization and Structures

  • Companies Ordinance in Hong Kong

Business Organization and Structures

The most common company structure that has been used in real business operations by foreign entrepreneurs is Hong Kong limited company which is a private company type and offers limited liability to the owners.

Refer to Company Registration in Hong Kong for more information regarding limited companies (incorporated in HK), sole proprietorship, partnership, branch offices (of foreign companies), and representative offices.

Foreign entrepreneurs do have several options when setting up a company in Hong Kong.

  • Set up a totally independent business by incorporating a new company under the Hong Kong laws.

  • Set up a branch office by registering a non HK company with Hong Kong Companies Registry.

  • Set up a representative office in HK.

When the preferred choice is to open a new company in Hong Kong (which is governed by the Companies Ordinance), the subsequent process will involve the preparation and filing of multiple different statutory forms, and the following documents must be submitted to the HK Companies Registry:

  • An intended company name – The name must not be previously registered (in the records of the Registrar of Companies)

  • A copy of the articles of association

  • The NNC1 form i.e. HK company incorporation form

  • A notice to Business Registration Office i.e. the IRBR1 form

  • The compulsory fees and levy

The one-stop company and business registration service was introduced on 21 February 2011. Since then, any company that applies for incorporation with the Hong Kong Companies Registry will automatically be deemed to have made an application for business registration.

When the application is approved, a Certification of Incorporation and the Business Registration Certificate will be issued at the same time. This eliminates the preparation of a separate application to the Inland Revenue Department (IRD) for a Business Registration Certificate.

For a private company limited by shares, the HK Companies Registry normally issues the electronic form of the Certificates in one hour of the application. It may take 4 working days for an application submitted with paper.

Companies Ordinance in Hong Kong

The old Companies Ordinance (Cap. 32) has been rewritten with the aim of modernizing the Hong Kong company law. On 26 January 2011, the Companies Bill was introduced into the Legislative Council. It was passed on 12 July 2012.

Now the new Companies Ordinance (Cap. 622) consists of 921 sections and 11 schedules. This new Companies Ordinance (Cap. 622) offers a modernized legal framework for the incorporation and operation of Hong Kong companies.

The new Companies Ordinance (Cap. 622) aims to enhance corporate governance, ensure better regulation, facilitate business, and modernize the law, and has started operation on 3 March 2014 (with 12 pieces of subsidiary legislation made to provide for the relevant technical and procedural matters).