- Who it is forTrading, IT, holding and service companies that want a Hong Kong company with a local registered office and a territorial profits tax
- FormationFiled with the Companies Registry; an electronic filing for a private company limited by shares is normally completed within 1 hour
- DirectorsAt least one director who is an individual, and a company secretary based in Hong Kong; no residency requirement for directors
A private company limited by shares is incorporated under the Companies Ordinance (Cap. 622) by filing form NNC1 with the Companies Registry. We choose the company form and name, prepare the articles of association, line up the Hong Kong company secretary and registered office, file the incorporation, handle business registration and set up the significant controllers register and the yearly calendar.
What clients come to us for
- You need a trading, IT or service company with a Hong Kong registered office and a Hong Kong company secretary
- You want to know whether profits are taxable in Hong Kong before you choose it, since the charge follows the source of profits and not where the owners live
- You are building a fintech, payment or crypto structure and want to see which licences sit outside the company itself
- You want to know the director, secretary, significant controller and audit rules before you file
- You want to choose a company service provider and check that it holds a Hong Kong licence
How registration works
Choose the company form and the name
A private company needs at least one director who is an individual (Companies Ordinance s.457(2)). There is no minimum paid-up capital, and no prescribed number of shares. A local company limited by shares needs at least one founder member. The name is chosen before filing and must follow the Companies Registry guideline on company names; registering a name does not give trademark rights.
Prepare the articles of association
The articles are not a prescribed form. The Model Articles apply where the registered articles do not cover a matter, and certain mandatory articles must be included. We draft them for your ownership and decision model.
Decide the directors, secretary and registered office
A private company needs at least one director who is an individual, and no Hong Kong residency is required. Every company must have a company secretary; a private company’s sole director cannot also be its secretary. An individual secretary must ordinarily reside in Hong Kong, and a corporate secretary must have its registered or principal office there. The registered office must be in Hong Kong.
File form NNC1
The incorporation form NNC1 goes in with the articles and the business registration notice (form IRBR1). The electronic application fee is HK$1,545 and a hard copy costs HK$1,720, excluding the business registration fee and levy. Directors who do not sign the form deliver form NNC3 within 15 days of incorporation. Electronic filing for a private company limited by shares normally takes about 1 hour, and a hard copy normally 4 working days.
Set up the records after incorporation
The company notifies business particulars on form IRBR200 within 1 month of commencing business, keeps the register of members and the significant controllers register, and files an annual return each year.
What to check before you register
Significant controllers register
The company must keep a significant controllers register, at its registered office or another place in Hong Kong. It is not filed with the Companies Registry, but law enforcement officers can access it on demand. A significant controller is a person who holds more than 25% of the shares or voting rights, can appoint or remove a majority of the board, or exercises significant influence or control. The company must appoint at least one designated representative to help law enforcement officers with the register: a Hong Kong-resident director, shareholder or employee, or an accounting professional, legal professional or licensed trust or company service provider. We prepare the ownership chart before the filing.
Annual return and filing deadlines
A local private company delivers its annual return, form NAR1, within 42 days after each anniversary of incorporation. The fee is HK$105 on time, rising to HK$870 within 3 months of the deadline and to HK$3,480 after 9 months, and the Registrar cannot waive late fees. Late filing is an offence: up to HK$50,000 per breach plus HK$1,000 a day (s.662). Changes to directors or the secretary are reported within 15 days, a change of registered office within 15 days, and a share allotment within one month.
Accounts and audit
The Companies Ordinance requires audit of the financial statements of all companies except dormant companies (s.447). A small private company can use simplified reporting if it meets two of three conditions: revenue up to HK$100 million, total assets up to HK$100 million, or up to 100 employees. Business records must be kept for at least 7 years after the transactions they relate to.
Profits tax and business registration
Hong Kong taxes profits that arise in or derive from Hong Kong, and does not tax profits arising abroad even if they are remitted there. A corporation pays 8.25% on assessable profits up to HK$2,000,000 and 16.5% on the rest. Certain foreign-sourced income received in Hong Kong may still be chargeable, so we test your model against the Inland Revenue Department rules before recommending the structure. Business registration is required within one month of starting operations; for 1 April 2026 to 31 March 2027 a 1-year certificate costs HK$2,200 plus a HK$150 levy.
Company service providers and licences
Companies Registry licenses trust or company service providers under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615) and publishes a register of licensees, so check that your provider is on it. The company itself is not a licence: banking, payments, securities or virtual asset activity needs its own authorisation. See licensing and compliance and our article on choosing a jurisdiction.
Bank account
Opening an account depends on the bank, not on the registry. We prepare the business description and documents the bank will ask for.
Questions
Do I need a director or shareholder from Hong Kong?
No. A private company needs at least one director who is an individual, and there is no Hong Kong residency requirement for directors. The company does need a registered office in Hong Kong and a company secretary: an individual who ordinarily resides there or a company with its registered or principal office there.
Can one person be director and company secretary?
Not if that person is the sole director. A private company’s sole director cannot also be its company secretary, so a one-person company needs a separate secretary.
Is there a minimum share capital?
No. There is no minimum paid-up capital and no prescribed number of shares, but a company limited by shares needs at least one founder member.
Is Hong Kong a zero-tax jurisdiction?
No. Profits that arise in or derive from Hong Kong are subject to profits tax at 8.25% on the first HK$2,000,000 and 16.5% on the rest for corporations. Profits arising abroad are not taxed even if remitted, but some foreign-sourced income received in Hong Kong may be chargeable, so the source of your income decides the result.
How long does registration take and what does it cost?
An electronic filing for a private company limited by shares normally takes about 1 hour. The Registry fee is HK$1,545 electronically, plus business registration (HK$2,200 fee and HK$150 levy for a 1-year certificate for 1 April 2026 to 31 March 2027), and the service provider adds its own fees. We confirm current figures when we quote. See how we price our work.
Sources
- Companies Registry: FAQ on incorporating a local limited company
- Companies Registry: restricting corporate directorship in private companies (Companies Ordinance, Cap. 622)
- Companies Registry: annual return of a local private company
- Companies Registry: significant controllers register FAQ
- Companies Registry: accounts and audit under the Companies Ordinance
- Inland Revenue Department: profits tax
- Inland Revenue Department: business registration fee and levy table
- Inland Revenue Department: brief guide to taxes
- Companies Registry: licensing of trust or company service providers