Company setup

Incorporating a Hong Kong company

A private company limited by shares, with a company secretary and a registered office in Hong Kong. What incorporation asks of you and what comes back every year.

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Registered at: Companies Registry, with business registration in the same application
Common structure: Private company limited by shares
Needed in Hong Kong: A company secretary and a registered office
Every year: An annual return and an audit, and a profits tax return whenever the tax department issues one

Open to non-residents, with two things that must be local.

Non-Hong Kong residents may incorporate a local limited company. The Companies Ordinance does not require a director to be a Hong Kong resident, and it sets no minimum paid-up capital.

Two things do have to be in Hong Kong. The registered office, and the company secretary: an individual who ordinarily resides there or a company with an office there. A sole director cannot also be the company secretary, so a second party is always involved.

Hong Kong taxes profits that arise in or are derived from Hong Kong, for residents and non-residents alike. Where a profit arises is largely a question of fact: what the company did to earn it and where it did that.

Customers outside Hong Kong do not make the profits foreign by themselves. And whatever the answer on tax, the audit is due, and a profits tax return has to be lodged whenever one is issued.

A company, a branch or an office.

Most businesses that start in Hong Kong use a limited company. The other two forms exist for a company that is already established elsewhere.

Private company limited by shares

The liability of the members is limited to the amount unpaid on their shares. At least one founder member and at least one director who is a natural person. One person can be both the only shareholder and the only director.

Registered non-Hong Kong company

A foreign company that has established a place of business in Hong Kong has to register within one month. It is a branch, not a separate legal entity, and it needs an authorised representative in Hong Kong.

Representative office

Limited to functions such as market research or liaison. It cannot engage in profit-making activities, and it still needs a business registration.

Re-domiciled company

Since 23 May 2025 certain types of company incorporated elsewhere can move their domicile to Hong Kong, subject to conditions. A re-domiciled company is regarded as a company incorporated in Hong Kong.

From name to bank account.

Choose the type and the name

The name may be English, Chinese or one of each. A name identical to one already on the index is rejected, and a name is only confirmed once the application has been processed.
Deliver the application

Three documents: the incorporation form, a copy of the articles of association and the notice to the Business Registration Office. The application counts as an application for business registration at the same time.
Receive the certificates

The Certificate of Incorporation and the Business Registration Certificate are issued together. The Registry states that electronic certificates are normally issued within 1 hour, and that paper applications normally take 4 working days.
Check for licences

The Business Registration Certificate is not a licence to trade. Depending on the activity the company may need other permits or licences before it starts.
Open the bank account

A separate step after incorporation. Each bank sets its own requirements and carries out due diligence before it opens an account. The Hong Kong Monetary Authority notes that simple cases can be completed within several days, depending on the information the customer provides.

What the company owes every year.

A Hong Kong company carries more yearly duties than most people expect from a low-tax jurisdiction. These are the ones set by the Registry and the Inland Revenue Department.

Annual return	Within 42 days after each anniversary of incorporation. Maximum penalty HKD 50,000 per breach plus a daily default fine of HKD 1,000
Business registration	Renewed every year or every 3 years, whether or not the company is in operation
Audit	Required for all companies, including small ones. Dormant companies are the exception
Profits tax return	A new company generally receives its first return some 18 months after incorporation. Returns are generally due within 1 month of issue, with audited financial statements
Profits tax rates	8.25 percent on the first HKD 2 million of assessable profits and 16.5 percent above that. Only one of several connected entities can use the lower tier
Significant controllers register	Kept in Hong Kong, with a designated representative. A significant controller holds more than 25 percent of the shares or voting rights, among other tests
Business records	Kept for at least 7 years after the transactions they relate to
Changes of director, secretary or registered office	Notified to the Registry within 15 days
Employer's return	Lodged within 1 month of the date of issue, also when the company has no employees

Where Lumea comes in.

Lumea Finance sets up the company with you and keeps its books afterwards, so the annual return, the audit file and the tax filing are prepared from one set of records.

Many of our clients run entities outside the UAE. We keep the Hong Kong books next to the others, with the yearly filings on every side in one calendar.

It starts with a call about your business and where you live. If this jurisdiction is not the right fit for you, we say so.

Common questions.

Do I need to live in Hong Kong or appoint a local director?

No. The Companies Ordinance has no residency requirement for directors, and shareholders do not have to be Hong Kong residents. What has to be in Hong Kong is the registered office and the company secretary.

Can I be the only person in the company?

One person can be the only shareholder and the only director. That person cannot also be the company secretary, so someone else always fills that role.

Is there a minimum share capital?

No. The Companies Ordinance sets no minimum amount of paid-up capital and prescribes no number of shares.

How long does incorporation take?

The Companies Registry states that electronic certificates for a company limited by shares are normally issued within 1 hour, and that paper applications normally take 4 working days. The bank account is a separate step with its own timing.

If my customers are outside Hong Kong, does the company pay no tax?

Not automatically. Only profits arising in or derived from Hong Kong are taxed, but where a profit arises is largely a question of fact: what the company did to earn it and where it did that. It has to be looked at per company, and a profits tax return that has been issued has to be lodged either way.

Does a small company need an audit?

Yes. An audit of the financial statements is required for all companies, including those that qualify for simplified reporting. Dormant companies are the exception. The audited statements go in with the profits tax return.