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In Hong Kong, company may be formed either by guarantee or limited by shares or unlimited.  A company limited by shares can be a public or a private. A subsidiary company is usually limited by shares. Establishing a business in Hong Kong can be in following ways:

SOLE PROPRIETORSHIP

There is no legal restriction for registration or institution of sole proprietorship except business registration compliance.

PARTNERSHIP

The Partnership Ordinance governs unlimited and general partnerships in Hong Kong. All partners are individually and jointly liable under general partnership without limit of obligation and debts. Under the limited partnership ordinance, a limited partnership in which liability of at least one of the partners must remain unlimited, can be registered with the Registrar of Companies.

LIMITED COMPANY

According to the provision of the Companies Ordinance, limited companies may be either public or private companies which is either limited by guarantee or by shares. The liability of the members of a company limited by guarantee is to the amount of guarantee and in a company limited by share capital, liability of members for the company debts is limited to the issued share capital.

BRANCH OR REPRESENTATIVE OFFICE

For establishing a place of business in Hong Kong, every overseas company is required to register as per the Companies Ordinance. A place of business may include any place used by the company to transact or manage any of its business, which creates legal obligations. In case, the office at Hong Kong has only a liaison function, a representative office under the Business Registration Ordinance can be registered.

REGISTRATION OF A NEW COMPANY

There are various stages involved in the registration of a company in Hong Kong which is as follows:

STAGE 1 – NAME & TYPE OF A COMPANY

A company name that may infringe the intellectual property rights of any third party is not allowed to be adopted. Any kind of infringement of the IPR of other party may invite criminal or civil sanctions moreover in Hong Kong or anywhere else.  This can be confirmed by conducting a search in the Trademark Register maintained by the Intellectual Property Department.

Type of companies:

  • Company limited by shares – Members’ liability is limited by the articles of association to the amount due on the shares held by them.
  • Company limited by guarantee – Members’ liability is not limited by the articles of association to the amount that the members undertake respectively to contribute to the assets of the company in the occurrence of its winding up. Non-profit-making organizations are mostly registered under this category.

Choose a distinctive name for the company which should not be same as name appearing in the index of company names preserved by the Registrar of Companies.

STAGE 2 – SUBMITTING AN APPLICATION

An application for incorporation must be submitted with following documents and prescribed fees. This procedure can be done either electronically through “e-Registry” or “CR e-Filing” or manually in hard copy format.

  • Incorporation Form – Form NNC1(for company limited by shares) and Form NNC1G (for company not limited by shares);
  • A copy of the company’s Articles of Association; and
  • Notice to Business Registration Office (IRBR1).

STAGE 3 – COLLECTING CERTIFICATES

If the application for incorporation is permitted, applicant can download or can take manually the Certificate of Incorporation and Certificate of Business Registration. These certificates will be delivered in electronic form or in a hard copy format, depending on the mode of issue of the applications. Certificates issued in both the modes, either electronic form or hard copy form, have the same legal effect.

  • Application in electronic form

For private companies limited by shares, electronic certificates will normally be delivered within a time of 1 hour. Any registered user who delivers the application will obtain an email notification for downloading the issued certificates on message box and on registered email address.

  • Application in hard copy form

Usually, certificates in hard copy form are issued within time frame of 4 working days, for companies limited by shares. When the certificates are ready for collection, the applicant will be notified by fax. The certificates have to be collected in person at the Registry along with presentation of the Notification of Collection of Certificates and the identification documents.  In case, where the presenter sends a representative to collect the certificates, the representative must have to produce a written authorization from the presenter and the identification document specified in the written authorization.

STAGE 4 – ACQUIRING AUTHORIZATIONS OR LICENSES

Licenses or permits are mandatory in Hong Kong, for event-related activities, employment agency, travel agency, retail shop, education and restaurant, if the business is carried out in Hong Kong.

The subsequent step in setting up a new business in Hong Kong is to attain necessary permits and licenses, the precise business entity may need, irrespective of where you conduct the business.

Depending upon the nature of your services and products, there are numerous types of permits and licenses that might be required for your business.

Need help with Establishing An Entity? Get in touch.

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