May non-Hong Kong residents incorporate a local limited company in Hong Kong?
Answer: Yes. Non-Hong Kong residents may incorporate a local limited company in Hong Kong. If you do not often stay in Hong Kong or you are not familiar with the incorporation procedures, it is advisable for you to contact some local professional firms e.g. solicitors, accountancy or secretarial firms etc. for advice and/or appoint them to act on your behalf to set up a company in Hong Kong.
Q2. How do I form and register a local limited company in Hong Kong?
Answer: You have to choose a company name first. In choosing a company name, please refer to the Companies Registry's Company Names Guidelines (pdf format) and the frequently asked questions relating to Company Name on this website for details.
Then, you have to prepare and submit the following incorporation documents with the required fees to the Companies Registry at 14th floor, Queensway Government Offices, 66 Queensway, Hong Kong:-
a) Incorporation Form –Form NC1 (for company limited by shares) or Form NC1G (for company not limited by shares); and
b) A copy of the company's signed memorandum of association and articles of association (if any) certified as true by a founder member of the company.(Please refer to the forms of model memorandum and articles of association for various types of companies in the First Schedule to the Companies Ordinance). According to sections 6 and 12 of the Companies Ordinance, the company's memorandum and articles of association must be signed by each founder member in the presence of a witness who shall attest the signature by signing his/her name and stating his/her occupation and address in legible form.
Please also refer to Incorporation or Change of Name of a Local Limited Company - Points to Note (pdf format) when preparing the above documents.
Please note that the registrability of a company name can only be confirmed after the application has been processed by the Companies Registry and the application must meet all the requirements of the Companies Ordinance before the company can be successfully incorporated.
Q3. What are the fees for incorporating a local limited company?
Answer: The fees for incorporating a local limited company having a share capital include the application fee of HK$1,720 and the capital fee of HK$1 for every or part of HK$1,000 of the nominal share capital (this capital fee is subject to a maximum of HK$30,000 per case). If your application is unsuccessful, you can apply for a refund of HK$1,425 of the application fee (the lodgment fee of HK$295 is non-refundable) and the capital fee.
The registration fee for incorporating a local limited company not having a share capital is calculated according to the number of members stated in the Articles of Association of the company. The registration fee is HK$170 (for 25 or less members), HK$340 (for more than 25 but not exceeding 100 members), and an additional HK$20 for every 50 members or less after the first 100 members. This registration fee is subject to a maximum fee of HK$1,025.
Q4. Is there any specified form for the "Memorandum and Articles of Association"?
Answer: There is no specified form for the Memorandum and Articles of Association (MA). You may refer to Tables A and B in the First Schedule to the Companies Ordinance (Cap. 32 of the Laws of Hong Kong), which set out the form of MA for companies limited by shares, and Table C for companies limited by guarantee. You can view the full text of the Companies Ordinance at http://english.dkans.com. Please also refer to Incorporation or Change of Name of a Local Limited Company - Points to Note (pdf format) when preparing the MA.
Q5. Is there any requirement on the amount of nominal share capital and the number of founder members of a local company limited by shares?
Answer: The Companies Ordinance has not prescribed any requirement for a minimum amount of nominal share capital. A local company limited by shares shall be formed by at least one founder member taking at least one share of the company.
a )注册表格——表格NC1 (股份有限公司)或表格NC1G (非股份有限公司)；和
成立一家没有股本的本地有限公司的注册费是根据公司章程中规定的成员人数计算的。注册费为170港元( 25名或以下会员)、340港元( 25名以上但不超过100名会员)，前100名会员后每50名或以下会员加收20港元。这项注册费最高收费为1，025港元。