Hong Kong private limited company: the basic rules

The Hong Kong Companies Registry publishes a set of frequently asked questions about forming a local company. This page sets out the basic rules it states for a private company limited by shares, the most common form for a small or family-owned company. It follows the Registry's own wording and points to the Registry for anything not covered here. It is general information, not advice on whether or how to form a company.

The short answer

A private company limited by shares in Hong Kong needs at least one founder member, a company secretary, at least one director who is an individual, and a registered office in Hong Kong. The Registry states that there is no minimum paid-up capital and no requirement that a director be a Hong Kong resident. Incorporation is done by filing a set of documents with the Registry.

What "private company limited by shares" means

The Registry's FAQ says that "A local limited company limited by shares shall be formed by at least one founder member." The FAQ is the source for the rules below. This page does not go beyond what it states.

Directors and founder members

The FAQ states that "a private company must have a company secretary and at least one director who is a natural person (i.e. an individual)." A company therefore cannot rely only on a corporate director.

Two further points in the FAQ:

"The sole director of a private company must not also be the company secretary." If there is only one director, that person cannot also act as the company secretary.
"There is no requirement under the Companies Ordinance that a director must be a Hong Kong resident."

So the directorship is open to people who do not live in Hong Kong. The company secretary rule below is different.

The company secretary

The FAQ sets different residence or address rules depending on who the secretary is:

If the company secretary is an individual, "he or she must ordinarily reside in Hong Kong."
If the company secretary is a body corporate, "the address of its registered or principal office should be in Hong Kong" (the FAQ says "should" here, not "must").

The secretary's position is therefore tied to Hong Kong, whichever form the secretary takes.

The registered office

The FAQ states that "the registered office must be situated in Hong Kong." An overseas address cannot serve as the registered office. This is separate from the company's trading or operating locations.

Documents filed at incorporation

The FAQ lists the documents to deliver to the Registry when incorporating a local company limited by shares:

Form NNC1, the incorporation form for a company limited by shares. The FAQ notes that companies not limited by shares use NNC1G instead.
The articles of association. The FAQ states that a copy must be delivered.
Form IRBR1, a notice to the Business Registration Office.

The FAQ also covers a timing point. If a director has not signed the incorporation form, the consent to act as first director must be delivered on Form NNC3 "within 15 days after the date of incorporation of the company."

The FAQ states: "There is no requirement on the minimum amount of a company's paid-up capital under the Companies Ordinance." No minimum amount is set by the Ordinance for this company type.

Reading the roles together

The FAQ describes several roles, and they are easy to confuse because one person can hold more than one of them. The FAQ requires at least one founder member to form a local company limited by shares. A private company must have a company secretary and at least one director who is an individual. The FAQ says a sole director cannot also be the company secretary.

The residence rules attach to different things. The director rule says nothing about residence. The secretary rule ties an individual secretary to ordinary residence in Hong Kong, and a corporate secretary to a Hong Kong address. The registered office rule ties the company's official address to Hong Kong. Each rule is separate, so a company can meet one and need to check another.

The registration fee

For a local company with a share capital, the FAQ gives an application fee of HK$1,545 for electronic filing (it lists a higher fee for paper filing). It states that this fee excludes the business registration fee and levy. The FAQ dates the electronic discount "with effect from 1 October 2020" and does not say the amount is still current.

Check the current fee on the Registry's website before filing. Fees and forms can change, and the FAQ is only one source.

Where to read the official guidance

The Companies Registry FAQ on incorporating a local company is the source for every rule above.
The Registry's own website carries the current forms and fee schedule. Use it for the figures that change.
For how a holding company relates to the companies it owns, see what a holding company is and holding company, parent company and subsidiary.

Sources

Hong Kong Companies Registry, "Frequently asked questions: local company, incorporation": https://www.cr.gov.hk/en/faq/local-company/incorporation.htm