What is the Hong Kong Companies Registry? Hong Kong Companies Registry Review

Basic Information

Overview

The duties of the Hong Kong Companies Registry are to handle the incorporation procedures for local companies with limited and unlimited liability and to register non-Hong Kong companies ; to register the documents required to be submitted under the various ordinances (mainly the Companies Ordinance) that the Registry is responsible for implementing; to provide services and facilities for the public to inspect and obtain the information contained in the Registry's statutory registers, the latest information of companies registered and registered with the Registry, and image records of registered documents; to revoke the registration of private companies that are not in operation but have debt repayment capacity; and to ensure that companies and their senior officers comply with relevant ordinances and fulfill their responsibilities. The ideal of the Registry is to be recognized as an excellent company registry by the world, with " humanized service " as its core, " innovative thinking, practicality first " and " protecting business interests " as its purpose , to provide quality services to the community, and at the same time to further consolidate Hong Kong's position as one of the most convenient business regions in the world.

Functions

The main functions of the Companies Registry include:

1. Provide incorporation or registration services for companies, limited liability partnerships, limited partnership funds, open-ended fund companies, trust companies and registered trustee corporations, and register the documents that companies and other entities are required to submit in accordance with relevant regulations.

2. To provide the public with a search service on the registers of companies and other entities kept on this premises.

3. Ensure that companies and other entities and their officers fulfill their responsibilities under relevant legislation.

4. Implement a licensing system for trust or company service providers.

5. Processing applications / renewal of money lenders’ licences and maintaining a register of money lenders for public inspection.

6. To advise the Government on policy and legislative issues relating to company law and related legislation.

7. Achieve the above objectives quickly and effectively, and provide services at a fee level and within a time frame acceptable to customers

Regulation

The Registrar of Companies is responsible for enforcing the following regulations:

1. Companies Ordinance ( Cap. 622 )

2. Companies ( Winding Up and Miscellaneous Provisions ) Ordinance ( Chapter 32 )

3. Limited Liability Partnership Ordinance ( Chapter 37 )

4. Limited Partnership Fund Ordinance ( Cap. 637 )

5. Trustee Ordinance ( Chapter 29 ) ( Part concerning trust companies)

6. Registered Trustees Incorporation Ordinance ( Chapter 306 )

7. Money Lenders Ordinance ( Cap. 163 )

8. Anti-Money Laundering and Counter-Terrorist Financing Ordinance ( Chapter 615 ) ( Provisions concerning the licensing system for trust or company service providers )

9. Part IVA of the Securities and Futures Ordinance ( Chapter 571 ) ( Part IVA of the Securities and Futures Ordinance relating to open-ended fund companies )

10. Other corporate laws

Process

Self-operation

Step 1 - Select your company type and name

Select the company category that best suits your company :

Company Limited – The legal liability of the members of a company is limited, according to its articles of association, to the amount unpaid on the shares held by each member respectively.

Company Limited by Guarantee – A company has no share capital and the legal liability of its members is limited to the amount each member undertakes by its articles of association to pay as assets of the company in the event of its winding up. Not-for-profit organisations are usually registered as companies limited by guarantee.

Then draft a company name.

If a company name is the same as the name appearing in the Index of Company Names maintained by the Registrar of Companies ( the "Registrar" means the person in charge ) , it will not be approved for registration. Applicants can search company names free of charge by logging into our online search centre or using the company search mobile service or going to the Public Search Centre on the 13th floor of the Queensway Government Offices . When searching the company name, you must use the " Search by full name " mode and enter the full proposed company name (Chinese names must be in traditional Chinese characters ).

Applicants should also avoid using a company name that may infringe on the intellectual property rights of others. Infringement of the intellectual property rights of others may result in criminal or civil sanctions in Hong Kong or elsewhere.

Step 2 - Submit your application

Submit the following documents and relevant fees electronically through our " e -Registry " or " CR Easy Submission " mobile application, or in hard copy at the cashier's counter on 14/F, Queensway Government Offices:

1. Incorporation form – Form NNC1 for a company limited by shares or Form NNC1G for a company other than a company limited by shares ;

2. A copy of the company's articles of association (a sample is available at the e-Registry); and

3. Notification to the Business Registration Office ( IRBR1 ) .

Notice:

1. The Office will only confirm whether the proposed company name is registrable after processing the application for incorporation. If the proposed company name is incorrect or not approved for registration, the Office may reject the application and the deposit fee paid will not be refunded.

2. The application for registration must comply with all the provisions of the Companies Ordinance. The Office may require the applicant to provide other information or documents to prove that the application complies with the relevant provisions.

3. If the founding member who signs the incorporation form is also a director, he must sign the "Consent to Serving as a Director" in the form. Other directors may sign the consent form or deliver Form NNC3 "Consent to Serving as the First Director" for registration within 15 days ( prescribed time limit ) after the date of incorporation of the company. If Form NNC3 is not delivered within the prescribed time limit , the company, each of its responsible persons and the founding member who signed the incorporation form shall be guilty of an offence and may be fined. If the violation continues, a daily fine may be imposed.

Step 3 - Get your certificate

If the company's application is approved, you can download or collect the "Company Incorporation Certificate" and "Business Registration Certificate" ( hereinafter collectively referred to as "Certificates" ) . The certificates will be issued in electronic form or hard copy , depending on the form of delivery of the application. Electronic certificates and hard copy certificates have the same legal effect .

1. Submit the application electronically

A private company limited by shares will normally receive an electronic certificate within 1 hour. An email notification for downloading the certificate will be sent to the message box and registered email address of the registered user who submitted the application.

2. Deliver the application in hard copy form

The hard copy certificate of a joint stock company will generally be issued within 4 working days. When the certificate is available for collection, the Office will notify the submitter by fax. When the submitter collects the certificate in person from the Office, he/she must produce the "Certificate Collection" notice and the identity document/company seal stated on the notice. If the submitter entrusts someone else to collect the certificate on his/her behalf, the recipient must produce the authorization letter signed by the submitter and the identity document stated on the authorization letter.

Step 4 – Obtain other licenses or permits

Please visit the website of the Trade and Industry Department for information on the licences, permits, certificates and approvals required for import, export and other business operations in Hong Kong.

Submit application fee for setting up a local company

From 1 October 2020 , the fees payable for electronic incorporation of a company through the e-Registry ( excluding business registration fee and levy ) will be reduced by 10% . The reduction does not apply to applications delivered in hard copy form. Fee details are as follows :

1. Applicable to electronic submission of application

lThe fee required to apply for registration of a local company with share capital is HK $1,545. If your company is not approved for registration, you can apply for a refund of the registration fee of HK $ 1,280 , but the document storage fee of HK $ 265 is non-refundable.

The registration fee for a company limited by guarantee is calculated based on the number of members stated in the incorporation form ( Form NNC1G) . The fee is HK $ 155 for a company with not more than 25 members, HK $ 305 for a company with more than 25 members but not more than 100 members, and HK $ 305 for a company with more than 100 members, plus an additional HK $ 18 for every 50 members after the first 100 members ( or a company with less than 50 members will be considered as 50 members ) , subject to a maximum total fee of HK $ 925 .

2. Applicable to applications delivered in hard copy form

lThe fee required to apply for registration of a local company with share capital is HK $1,720. If your company is not approved for registration, you can apply for a refund of the registration fee of HK $ 1,425 , but the document storage fee of HK $ 295 is non-refundable.

The registration fee for a company limited by guarantee is calculated based on the number of members stated in the incorporation form (Form NNC1G). The fee is HK$170 for a company with not more than 25 members, HK$340 for a company with more than 25 members but not more than 100 members , and HK $ 340 for a company with more than 100 members , plus an additional HK $ 20 for every 50 members after the first 100 members ( or a number less than 50 members ) , subject to a maximum total fee of HK$ 1,025 .

Any application for incorporation of a company will be deemed as an application for business registration at the same time. Therefore, the required business registration fee and levy must be delivered together with the notification to the Business Registration Office (IRBR1) and the company incorporation documents.

Entrusted secretarial company

Provide information

1. Provide a company name, which can be in Traditional Chinese, English or one of the two;

2. Registered capital and shareholder contribution ratio (determined by shareholders meeting; no need to pay to the government, no need for verification, and stamp duty will be abolished from June 1 , 2012 )

3. The shareholders' meeting appoints directors and formulates the articles of association

4. Directors hire a secretarial company and finalize the company's registered address, etc.

Procedures

In order to save time and make work smoother, a secretarial company will be hired to assist in the registration procedures. The secretarial company will prepare:

Meeting minutes; Company incorporation form, which contains the company name, registered address, shareholders and share details, first director, first secretary, etc.; Assist in formulating the articles of association; Submit documents to relevant government departments for registration; Prepare documents required for daily company registration.

Data entry

Note: Generally, the following information will be available only after the registration of the secretarial company is completed.

1. Company registration certificate (original)

2. Business registration certificate (original)

3. Bound Articles of Association (18 copies)

4. A company statutory record book (filled in and kept by the secretarial company)

5. One company small round seal, one steel seal, and one bar seal

6. One stock certificate

7. A green carton to store the above information

  Fees are required to apply for the establishment of a local Hong Kong company

According to the secretary fee regulations of your choice

References