Incorporating a Hong Kong Limited Company
Published: 2026-04-21
1. What incorporation actually gives you
What you get is not a certificate. It is a legal person separate from yourself. The Companies Ordinance (Cap. 622) says so in section 73:
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A body corporate that "has perpetual succession" does not end when a member leaves, dies or goes bankrupt. It contracts in its own name, holds property in its own name, and sues and is sued in its own name.
The price is in the very next subsection, and it is the part that usually goes unread:
That sentence is what "limited liability" actually means: on a winding up, members contribute to the company's assets to the extent Cap. 32 provides — for a company limited by shares, the amount unpaid on their shares. It is not a rule that directors are never personally exposed. Directors' exposure comes from elsewhere, and every notification duty listed in sections 4 and 5 below penalises the company and every responsible person of the company.
The certificate itself is dealt with in sections 71 and 72: on registration the Registrar must issue a certificate certifying that the company is incorporated under the Ordinance and is a limited or unlimited company (s. 71(1)); and that certificate is conclusive evidence that all the registration requirements have been complied with and that the company is registered under the Ordinance (s. 72).
2. Who may form one, and what it needs
Section 67(1) reduces the act of forming a company to two steps:
Note the words "in the specified form". Throughout the Ordinance the language is "specified form" — never a form number. More on that in section 3.
2.1 The company name
- The ending. Section 102 bars registration of a limited company by an English-only name that does not carry the word Limited as its last word, or a Chinese-only name that does not carry the characters 有限公司 as its last four characters; a company with both names must satisfy both limbs. Section 103(2) lets the Registrar licence a company to dispense with the word where it is to be formed "for promoting commerce, art, science, religion or charity or any other useful objects" — the last limb is the one most non-profits actually rely on — and where the association also intends to apply the company's profits or other income in promoting its objects and to prohibit the payment of dividends to members (s. 103(1)(b) and (c)).
- "The same as", not "similar to". Section 100(1)(a) bars "subject to subsection (1A), a name that is the same as a name appearing in the Index of Company Names". The same subsection bars three further classes that matter at the name-clearance stage: (b) "a name that is the same as a name of a body corporate incorporated or established under an Ordinance"; (c) "a name the use of which by the company would, in the Registrar’s opinion, constitute a criminal offence"; and (d) "a name that, in the Registrar’s opinion, is offensive or otherwise contrary to the public interest". A name that is merely too like an existing one is dealt with after registration: section 108 empowers the Registrar to direct a change of name. So clearing a name search is not a guarantee against being told to change it later — but that power is time-limited. Section 108(3) allows a direction only within 12 months of registration by the name on the same-or-too-like grounds, within 5 years on the misleading-information or unfulfilled-undertaking grounds, and within 3 months on the s. 100(2)(a) or (b) ground.
- Prior approval. Section 100(2) covers three categories: names likely to give the impression of a connection with the Central People's Government or the Government or their departments or agencies; names containing a word or expression specified in an order under section 101; and names the same as one for which a change direction has already been given.
- Section 81 requires the articles to state whichever name or names the company has.
2.2 Directors
- Section 454(1): "A private company must have at least one director." (Public companies and companies limited by guarantee need at least two — s. 453(2).)
- Section 457(2) requires "at least one director who is a natural person" — but read section 457(1) to the end for its scope: the section "applies to a private company other than a private company that is a member of a group of companies of which a listed company is a member."
- Can a body corporate be a director? Yes — except for one class, which is barred outright. Section 456(1) applies to "(a) a public company; (b) a private company that is a member of a group of companies of which a listed company is a member; and (c) a company limited by guarantee", and for those, section 456(2) provides that "A body corporate must not be appointed a director of the company", with section 456(3) making such an appointment "void". So an ordinary private company may have a corporate director, provided it also has at least one natural-person director (s. 457(2)) — while the very class that section 457(1) carves out of the natural-person requirement is the class that section 456(1)(b) bars from having a corporate director at all. The two sections must be read together; section 457 alone gives the opposite impression. On breach of s. 453(2), 454(1) or 457(2), the Registrar may direct an appointment within not less than one month and not more than 3 months (s. 458(1) and (3)); failure to comply is a level 6 fine plus $2,000 for each day the offence continues (s. 458(6)).
- Section 459(1): "A person must not be appointed a director of a company unless at the time of appointment the person has attained the age of 18 years." Subsection (2) adds that an appointment made in contravention "is void."
- The Ordinance imposes no nationality or residence requirement on directors.
- Reserve director. Section 455(1) lets a private company that has only one member, where that member is the sole director, nominate by resolution a natural person aged 18 or over as a reserve director to act in place of the sole director on that director's death. It is a mechanism built for exactly the one-person company that most often overlooks it. Nominating one triggers two separate 15-day filings that are easy to miss: section 645(2) requires a notice in the specified form, within 15 days after the nomination, containing all the particulars about that person required in the register of directors; and section 645(3) requires a further statement in the specified form, also within 15 days, that the person has accepted the nomination and has attained the age of 18 years. Each carries the level 4 fine plus $700 a day under s. 645(6). The reserve director's particulars also go into the register of directors (s. 643(3)).
2.3 Members (shareholders)
The Ordinance's word is "member". The minimum is in section 67(1) — "Any one or more persons". The maximum sits inside the definition of a private company, section 11(1):
All three limbs are things the articles must contain. Subsection (2) excludes employee members and former-employee members from the 50 cap; subsection (3) counts joint holders as one member.
Limb (a)(i) deserves attention: shares in a Hong Kong private company are not freely transferable in principle. The restriction is definitional. A company on the model articles gets it in blunter form — Schedule 2, article 2(2): "The directors may in their discretion refuse to register the transfer of a share."
2.4 The company secretary
This is the requirement most often stated wrongly. Section 474(1) requires every company to have a company secretary; section 474(4) sets the qualification:
A corporate secretary does not have to be incorporated in Hong Kong. The subsection asks only for a registered office or a place of business here — either will do.
On whether a director may hold the office, section 475 is headed "Circumstances under which director may not be company secretary" and reads, entire:
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Read the direction carefully. The default is permission; the prohibition bites on the company that has one director. And subsection (2) counts directors, not members — a company with one director and three shareholders is caught; a company with one shareholder and two directors is not. Subsection (3) closes the obvious workaround: you cannot appoint a company of which you are the sole director to be your secretary either.
So the classic one-person company must engage a separate company secretary. That, and not custom, is why secretarial firms are ubiquitous in the Hong Kong market.
The "default is permission" is nonetheless narrower in operation than it reads. Section 479(1) provides that a provision "requiring or authorizing a thing to be done by or to a director and a company secretary of a company is not satisfied by its being done by or to the same person acting—(a) both as director and company secretary; or (b) both as director and in place of the company secretary", and s. 479(2) applies that to any provision of Cap. 622, of Cap. 32, and of the company's articles. Section 479 stops the same person from satisfying both capacities — a director who doubles as secretary cannot sign for both offices in that one capacity — but a two-director company is not thereby disabled: the other director can still act as director while the dual-hatted person acts as secretary. On enforcement: if it appears to the Registrar that a company contravenes section 474(1) or (4) or 475(2) or (3), section 476 lets the Registrar direct an appointment within a period of not less than one month and not more than 3 months, and failure to comply is a level 6 fine plus $2,000 for each day the offence continues (s. 476(6)) — the heaviest continuing penalty anywhere in this article's subject matter.
2.5 The registered office
Section 658(1): "A company must have a registered office in Hong Kong to which all communications and notices may be addressed." That is the whole requirement — in Hong Kong, and capable of receiving all communications and notices. Every express prohibition on post office boxes in Cap. 622 attaches to an individual's correspondence or residential address, not to the company's registered office. In the definition of a director's residential address, s. 643(4)(b) provides that it "does not include a post office box number"; s. 643(5) provides that "For the purposes of subsections (1)(a)(ii), (2)(b) and (3)(b), a correspondence address must not be a post office box number" (the register of directors); and for the register of company secretaries s. 650(4) goes further still — "For the purposes of subsection (1)(a)(ii), a correspondence address must be a place in Hong Kong and must not be a post office box number." For the incorporation form, Schedule 2 Part 3 sections 3(2) and 5(2) impose the same bar on the proposed director's and proposed secretary's correspondence addresses, and the definition of residential address in Schedule 2 Part 3 section 6(1) again excludes a post office box number. The widely repeated rule that a registered office may not be a PO box is treated as settled in practice, but Cap. 622 does not contain that sentence.
2.6 The articles
The Ordinance's term is "articles". Section 75 requires a company to have articles prescribing its regulations; section 76 requires them to be in English or Chinese.
Model articles are prescribed by the Financial Secretary by notice under section 78; the content is in the Companies (Model Articles) Notice (Cap. 622H) — Schedule 1 for public companies limited by shares, Schedule 2 for private companies limited by shares, Schedule 3 for companies limited by guarantee. How they apply is section 80:
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The model articles are therefore a gap-filler. Anything your own articles do not cover, they supply; to displace them you must say so expressly in your own articles.
The effect of the articles is section 86(1): subject to this Ordinance, a company's articles, once registered under this Ordinance, have effect as a contract under seal between the company and each member, and between each member and every other member. Section 86(2) makes them enforceable by the company against a member, by a member against the company, and by a member against every other member.
2.7 One thing that no longer exists: nominal value
Section 135:
Subsection (2) applies the section to shares issued before as well as on or after its commencement date, which the editorial note gives as 3 March 2014. So there is no par value to choose at incorporation, and no authorised share capital to increase or reduce. What Cap. 622 preserves is one optional figure: section 85(2) allows the articles to state "the maximum number of shares that the company may issue", and section 88(3) lets that maximum be altered by ordinary resolution rather than special resolution.
The "$1 company" shorthand still works, but what it now means is: one share issued for consideration of HK$1. Not a share with a nominal value of HK$1.
3. The process, the timing and the fees
The one-stop route
The Companies Registry and the Business Registration Office handle incorporation and business registration together. That route has a statutory counterpart in Cap. 310 — the "simultaneous business registration application" (s. 5A) — and it disposes of a deadline that most guides copy across without checking.
Section 5(2) of the Business Registration Ordinance (Cap. 310) does impose one month:
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But the closing subsection of the same section says:
So if you incorporate through the one-stop route, the one-month deadline does not apply to you at all. The one month is for people who start a business without incorporating — sole proprietors, partnerships.
But the deeming is conditional, and the condition is the practical point of this section. Section 5A(1) provides that "At the time an incorporation submission is made, the person who made the submission must—(a) pay to the Commissioner the prescribed business registration fee and levy; and (b) deliver a notice in a form specified by the Commissioner under section 5D(1), to indicate whether the person intends that the company to be formed, or the open-ended fund company to be incorporated, will make an election under section 6(5C)(c)" — that election being the three-year certificate. Section 5A(2) then opens "If the person complies with subsection (1)", and only then is the company deemed on incorporation to have made a business registration application. The business registration fee and the levy are therefore payable with the incorporation submission, not afterwards.
Channels and how long it takes
There is no statutory processing time for either the electronic or the paper channel. The Companies Registry's turnaround is a service commitment, not law, and this article quotes no working-day figures. The only incorporation-adjacent time limit in the Ordinance is section 74(1), and its scope is narrow enough to be worth stating exactly. What must be delivered is "Each consent given for the purposes of section 4(b)(ii) of Schedule 2 in relation to a company intended to be formed" — that is, the consent statement made by the signatory to the incorporation form on the proposed director's behalf. Schedule 2 section 4 offers three routes: (a) the person is the signatory and states it himself or herself; (b)(i) the person is not the signatory but states it himself or herself; and (b)(ii) the signatory states it on the person's behalf. Only route (b)(ii) engages section 74(1); a company whose directors each signed their own consent statement has no delivery obligation under it. Where it does apply, the period is "not later than 15 days after the date of incorporation of the company", and the penalty is the only one in this article that reaches the incorporator personally: the company, every responsible person, and the founder member who signs the incorporation form for the purposes of section 69 commit an offence, each liable to a level 4 fine plus $700 for each day the offence continues (s. 74(2)), with a defence for the founder member who establishes that he or she took all reasonable steps to secure compliance (s. 74(3)).
Form numbers
NNC1, NNC1G, IRBR1, NAR1, ND2A and ND2B appear nowhere in Cap. 622 or Cap. 310. The Ordinance says only "an incorporation form in the specified form" (s. 67(1)(b)(i)), "a notice in the specified form" (ss. 645, 652, 658) and "an annual return" (s. 662). Those codes are Companies Registry administrative designations that change when forms are revised. This article does not present them as statutory requirements. Use whatever form the Companies Registry supplies at the time.
The fees are legislated, not "published"
This matters because it tells you where to look them up.
Companies Registry — Companies (Fees) Regulation (Cap. 622K), Schedule 1 Part 1. By regulation 2(1), Part 1 applies only to a company having a share capital; a company limited by guarantee pays the different figures in Part 2 of the same Schedule. The Schedule as it stands carries the note "(L.N. 62 of 2020)".
| Matter | Electronic form | Hard copy form |
|---|---|---|
| Registration of the company (item 1) | $1,280 | $1,425 |
| Lodging the incorporation form and a copy of the articles (item 2) | $265 | $295 |
| Total | $1,545 | $1,720 |
Two fees, not a single fee per application.
Annual return registration fee — same Schedule, item 7, escalating with lateness:
| Delivered (after the company's return date) | Fee |
|---|---|
| within 42 days | $105 |
| more than 42 days but within 3 months | $870 |
| more than 3 months but within 6 months | $1,740 |
| more than 6 months but within 9 months | $2,610 |
| more than 9 months | $3,480 |
$105 to $3,480 is a factor of about 33 (33.14, not exact). Late delivery is separately a criminal offence — see section 4 below.
Deregistration application — Cap. 622K, Schedule 4 Part 1, item 4: $420. (Schedule 4 has two Parts with separate item numbering: Part 1 is the miscellaneous fees payable to the Registrar and Part 2 those payable to the Financial Secretary — see regulation 5(1) and (2). A change of name is also in Part 1: item 1, $240 for lodging the notice, and item 2, $55 for issuing the certificate of change of name.)
Business registration fee and levy — Business Registration Ordinance (Cap. 310), Schedule 1 item 1(m): on or after 1 April 2024, $2,200 where no election is made under section 6(5C) (the one-year certificate) and $5,720 where the three-year election is made. The levy in Schedule 2 item 3 is separate, and the operative row is item 3(f): $150 (one year) / $450 (three years) on or after 1 April 2026. The preceding row, item 3(e), set $0 (one year) / $300 (three years) for the period from 1 April 2025 to before 1 April 2026; that period has closed.
On the prescribed figures, forming a private company with a share capital electronically and taking a one-year business registration certificate on or after 1 April 2026 comes to $1,280 + $265 + $2,200 + $150 = $3,895 in government fees, before any reduction order (see below).
Why "prescribed" rather than "published"? Cap. 310 section 18 answers it:
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The editorial note to Schedule 1 separately records that orders reducing the prescribed business registration fee are noted in the Ordinance's endnotes. Government has in some years waived or reduced the business registration fee by such an order, so the amount actually demanded may be lower than the Schedule 1 figure. The figures above are the prescribed Schedule 1 amounts, not the amount payable under any reduction order — take the demand note as authoritative. For symmetry: Cap. 622K carries no equivalent note and no remission, reduction or waiver provision anywhere in it, so the Companies Registry figures above are the prescribed figures with no concession mechanism inside the Regulation itself.
What you receive, and which one must be displayed
- Certificate of incorporation (Cap. 622 s. 71) — issued by the Companies Registry.
- Business registration certificate (Cap. 310 s. 6) — issued by the Commissioner of Inland Revenue as a matter of law, but on the one-stop route it is in fact issued by the Registrar of Companies: Cap. 310 section 5C(1) provides that the Registrar is to perform, "for and on behalf of the Commissioner in relation to simultaneous business registration applications", the functions of collecting the fees and levies, assigning identifying numbers, "issuing business registration certificates under section 6(3)" and notifying the Commissioner's decisions; and section 5C(4) provides that a function so performed "is deemed to be performed by the Commissioner". The familiar "two documents from two departments" framing does not hold for a simultaneous application.
Of the two certificates, only the business registration certificate must be displayed. Cap. 310 section 12(1): "A valid business registration certificate shall be displayed at the place of business to which such certificate relates." Section 12(3) is not a permission but a duty plus a deeming provision: where the certificate is issued in the form of an electronic record, "a printed copy of the certificate must be displayed in the manner described in subsection (1) or (2), as the case may be, and the display is to be treated as complying with that subsection." Nothing in Cap. 622 requires the certificate of incorporation itself to be displayed; section 659 is only a power for the Financial Secretary to make regulations requiring companies to display prescribed information in prescribed locations — and the Financial Secretary has exercised that power. Section 3 of the Companies (Disclosure of Company Name and Liability Status) Regulation (Cap. 622B), made under section 659, provides:
So the certificate that must be displayed is the business registration certificate; but the company carries a separate, continuous duty to show — in legible characters, at the registered office and at every business venue — its registered name, not the certificate itself. Breach is an offence for the company and every responsible person, each liable to a fine at level 3 (Cap. 622B s. 7(1): "If a company contravenes section 3(1) or (2), 4, 4A or 5(1), (2), (3) or (6), the company and every responsible person of the company commit an offence, and each is liable to a fine at level 3."). That duty is not unconditional or universal: s. 3(4) provides that subsections (1), (2) and (3) do not apply to "any other company that has no accounting transaction at any time since its incorporation" (with a parallel exemption for a re-domiciled company), and s. 3(5) adds a further location-specific exemption — where a liquidator, receiver or manager of the company's property has been appointed and the registered office or a business venue is also where that person carries on business, subsections (1), (2) and (3) do not apply to that registered office or business venue.
4. The deadlines after incorporation: fifteen days, and forty-two
This is the section where mistakes cost money fastest. For changes of directors, of registered office, of company secretary, and for alterations to the articles, the Ordinance sets fifteen days in each case — not seven, and not "immediately". Fifteen days is not, however, the Ordinance's universal cadence. A change of company name has its own 15-day duty running from a different trigger (s. 107(2) — see the FAQs), and the duties to enter particulars in the significant controllers register run on seven days, not fifteen (ss. 653J and 653K — see section 5). One caveat on the penalties: the dollar value of a fine level is set outside the Ordinances this article works from — no level amount appears in Cap. 622, Cap. 310, Cap. 112 or Cap. 32 — so the levels below are cited without amounts. The daily continuing fines are stated in Cap. 622 itself and are given.
| Event | Provision | Deadline | Consequence of breach |
|---|---|---|---|
| Appointment of a director (except the first director — see below) | s. 645(1) | 15 days after the appointment | s. 645(6): level 4 fine, plus $700 for each day the offence continues |
| Director ceases, or particulars in the register of directors change (except the s.645(5) correspondence-address change — see below) | s. 645(4) | 15 days after the cessation or change | as above |
| Appointment of a company secretary (except the first company secretary — see below) | s. 652(1) | 15 days after the appointment | s. 652(3): level 4 fine, plus $700 per day |
| Secretary ceases, or particulars change | s. 652(2) | 15 days after the cessation or change | as above |
| Change of registered office address | s. 658(3) | 15 days after the change | s. 658(5): level 5 fine, plus $1,000 per day |
| Alteration of the articles | s. 88(5) | 15 days after the alteration takes effect | s. 88(6): level 3 fine, plus $300 per day |
| Annual return (private company) | s. 662(1) | 42 days after the company's return date | s. 662(6): level 5 fine, plus $1,000 per day |
Both of the first two 15-day duties in the table above carry an exception that is easy to miss. Section 645(1) itself excludes appointments "under section 453(3), (3A) or (4) or 454(2), (2A) or (3)" — and s.454(2) is precisely the source of a newly incorporated private company's first directors: "For a private company formed and registered under this Ordinance, with effect from the date of incorporation, the first directors of the company are the persons named as the directors in the incorporation form." So the first directors of a new company are outside s.645(1)'s 15-day notice duty entirely — that duty comes from the incorporation process itself, not a subsequent appointment. The same applies to s.652(1), which excludes appointments "under section 474(2), (2A), (3) or (3A)" — s.474(2) is the equivalent source for a new company's first company secretary.
Section 645(4) in terms:
But s. 645(5) carves out an exception: "If the company is not allowed under section 56(7)(b) to state in a notice under subsection (4) that a director's correspondence address is changed to an address other than the address specified in subparagraph (i) or (ii) of that section, subsection (4) does not apply in relation to that change." A specific category of correspondence-address change does not trigger the s.645(4) 15-day duty at all.
Section 88(5) requires more than a notice:
Altering the articles itself needs a special resolution — meaning, under s. 564(1), "a resolution that is passed by a majority of at least 75%". Note the opening words of s. 88(2), though: "Subject to subsection (3) and any other provisions of this Ordinance, a company may only alter its articles by special resolution." Subsection (3) is the route most often used — an alteration to the maximum number of shares the company may issue may be made by ordinary resolution — but the subsection does not present itself as the only exception, and s. 88(5A) takes name changes out of the section 88 machinery altogether.
The annual return deadline and date are in section 662(1) and (2):
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So a private company's return date is the anniversary of incorporation, not the financial year end — for most companies those are different dates. The year of incorporation itself is excepted. Public companies and companies limited by guarantee run on a different clock (s. 662(3) and (4)).
A trap worth naming. Section 658(4) sits immediately after the notification duty:
Putting the new address in the annual return does not discharge the duty to notify the change. They are two separate filings.
The annual general meeting
The Ordinance's term is "annual general meeting". Section 610(1)(a) requires a private company or a company limited by guarantee to hold one in respect of each financial year within 9 months after the end of its accounting reference period.
Section 610(1) opens "Subject to subsections (2) and (3)", and subsection (2) sets a special timetable: where the accounting reference period in subsection (1) "is the first accounting reference period of the company and is longer than 12 months", a private company must hold its annual general meeting within "(i) 9 months after the first anniversary of the specified event; or (ii) 3 months after the end of that accounting reference period, whichever is the later". For a company that is not a re-domiciled company, the "specified event" means the incorporation of the company (s. 610(10)). The trigger for this special timetable is not "newly incorporated" as such — it is that the first accounting reference period itself exceeds 12 months. A new company whose first accounting reference period is 12 months or less does not fall into subsection (2) merely by being new; it still works to the ordinary 9-month timetable in subsection (1)(a). Subsection (3) sets a further clock where the accounting reference period has been shortened under section 371. Subsection (4) takes out of the private-company timetable any private company that is, at any time during the financial year, a subsidiary of a public company; subsection (5) lets the Court extend the period; and contravention is a level 5 fine (s. 610(9)).
But section 612 lists the cases where none is required, and subsection (2)(a) is a single line:
A company with a single member need hold no annual general meeting at all. That applies directly to a large share of this article's readers. The other exemptions: everything otherwise done at the meeting is done by written resolution with the documents circulated on or before the circulation date (s. 612(1)); the members have dispensed with the AGM under section 613, that resolution has not been revoked, and no member has required a meeting under s. 613(5) (s. 612(2)(b)) — revocation is by ordinary resolution under s. 614(1), and s. 614(2)(b) adds that once the resolution ceases to have effect the company need not hold an annual general meeting in respect of a financial year for which one "would be required to be held within 3 months after the resolution ceases to have effect"; and dormant companies under section 5(1) (s. 611).
Be careful with "dormant". In Cap. 622 it is not a description of inactivity. Section 5(1) requires a qualified private company to pass a special resolution declaring that it will become dormant and to deliver that resolution to the Registrar; the status then operates only "for the purposes of Parts 9, 10 and 12". A company that has simply stopped trading is not a section 5 dormant company and does not get the section 611 exemption. What a genuine section 5 company also gets is the largest single saving in the compliance calendar: section 663(1) provides that "Section 662 does not apply to a company that is a dormant company under section 5(1)" — no annual return — and section 663(2) ends that exemption on and after the date of any accounting transaction.
Section 583A, added by section 6 of the Companies (Amendment) Ordinance 2023 (2 of 2023), allows a general meeting to be held at a physical venue, by virtual meeting technology, or both — but section 583A(2) provides that this "has effect subject to any provision of the company’s articles". Articles that expressly preclude virtual meetings still preclude them. Section 583A(3)(b) draws the line the other way for a common drafting pattern: "a provision of the company’s articles having the effect of requiring a notice of a general meeting to specify the physical venue of the meeting is not in itself a provision that requires a general meeting to be held only at a physical venue." The consolidated text records only the amending Ordinance, not a commencement date, and none is stated here.
5. Statutory registers and the Significant Controllers Register
Five registers are mandatory for every company, not four:
| Register | Provision | Where kept |
|---|---|---|
| Register of members | s. 627 | registered office or a prescribed place (s. 628(1)) |
| Register of directors | s. 641 | registered office or a prescribed place (s. 641(3)) |
| Register of company secretaries | s. 648 | registered office or a prescribed place (s. 648(3)) |
| Register of charges | s. 352 | registered office or a prescribed place (s. 352(1)) |
| Significant controllers register | s. 653H | registered office or a prescribed place (s. 653M(1)) |
The register of company secretaries is the one usually left off the list, but section 648 is mandatory on exactly the same terms as the register of directors, with the same level 4 fine and $700 a day. The register of charges is not conditional either — section 352(1) says flatly that "A company must keep a register of charges".
Those five are unconditional. Cap. 622 imposes two further registers that bite conditionally: section 308, a register of debenture holders, where the company issues a series of debentures or any debenture stock not transferable by delivery; and section 630, under which "A company having more than 50 members must keep an index of the names of the members of the company, unless its register of members is in a form that constitutes in itself an index", with alterations to be made within 15 days of any alteration to the register and the index kept at the same place as the register. A private company can exceed 50 members, because s. 11(2) excludes employee and former-employee members from the s. 11(1)(a)(ii) cap. Both carry the same level 4 fine plus $700 a day.
Where a register is kept anywhere other than the registered office, the notification deadline is again 15 days, and each register has its own provision: register of members — s. 628(2) (first kept) and s. 628(3) (change); register of directors — s. 641(4) and (5); register of company secretaries — s. 648(4) and (5); register of charges — s. 354(1) (first kept) and s. 354(2) (change); significant controllers register — s. 653M(3)(b) for the register first being kept at a place and s. 653N(2)(b) for a change of that place, breach of the latter being a level 4 fine plus $700 a day (s. 653N(4)). A register that moves is governed by section 653N, not section 653M.
A single-member company has one more 15-day duty that is easily missed. Section 629(1) requires that, once membership falls to one, the company enter in the register of members "(a) a statement that it has only one member; and (b) the date on which it became a company having only one member" within 15 days after the cessation is entered under s. 627(2)(c); section 629(2) requires the converse entry within 15 days when membership rises from one to two or more. Breach is a level 4 fine plus $700 a day (s. 629(3)).
The Significant Controllers Register
Part 12 Division 2A requires an "applicable company" to keep a significant controllers register. The consolidated text records only "(Division 2A added 3 of 2018 s. 4)"; it carries no commencement date for the Division. Section 653A defines an applicable company as a company other than a listed company or a company within a type or class exempted by regulations made under section 653ZG(1)(a). Section 653H(2) makes the point explicitly: subsection (1) applies "even if the company does not have a significant controller."
Who counts. Schedule 5A Part 1 section 1 sets out five conditions, any one of which suffices — not two:
Limb (c) is the one most often missed: a person entitled to appoint or remove a majority of the board has significant control even holding no shares at all. A board-appointment right in a shareholders' agreement can therefore put someone in scope by itself (see the shareholders' agreements guide) — subject to the registrability question below.
Part 2 of Schedule 5A then decides whether a person holds what Part 1 measures, and it is materially expansive. Section 4 treats shares held jointly as held by each holder in full. Section 5(1) sets out the joint-arrangement rule: "If shares held by a person and those held by another person are the subject of a joint arrangement between the person and the other person, each of them is regarded as holding the combined shares of both of them" — a joint arrangement being "an arrangement between the holders of shares to exercise all, or substantially all, the rights conferred by their respective shares jointly in a way pre-determined by the arrangement" (s. 5(2)). Section 6 attributes nominee holdings to the beneficiary, and section 7 attributes shares held through a chain of legal entities in which the person has a majority stake. Two founders holding 50% each under a shareholders' agreement may therefore each be regarded as holding 100%.
But significant control is not the same as registrability. Schedule 5A tells you who has significant control; who goes into the register is decided by sections 653C and 653D, which the article's own scenario of an overseas group depends on:
- Section 653C(1): a natural person or specified entity with significant control over an applicable company is a registrable person of the company — unless, under s. 653C(2) and (3), the control arises only through a registrable legal entity of the company, or a chain of legal entities ending in one, whose shares are listed on a recognized stock market.
- Section 653D: "A legal entity is a registrable legal entity of an applicable company if the entity—(a) is a member of the company; and (b) has significant control over the company."
Limb (a) of section 653D is a hard condition. For a foreign group, the question is therefore which entity in the chain is a member of the Hong Kong company: the immediate shareholding parent goes on the register as a registrable legal entity; a grandparent higher up the chain, not being a member, does not; and whether the natural persons behind the chain go on depends on s. 653C(3). By the same token, a body corporate that holds a board-appointment right under a shareholders' agreement but owns no shares is not registrable — it fails s. 653D(a). Limb (c) of Schedule 5A therefore produces register entries for individuals; for a purely corporate counterparty it does not.
The register runs on seven days, not fifteen. This is the sharpest divergence from section 4 above:
- Section 653J(1): the particulars of a natural person or specified entity "(a) must not be entered in the register unless they are all confirmed by the person or entity; and (b) must be entered in the register within 7 days after they have all been so confirmed". Section 653J(2) applies the same rule to a registrable change. Breach is a level 4 fine plus $700 a day (s. 653J(3)).
- Section 653K(1): a particular for a legal entity "must be entered in the register within 7 days after the particular comes to the notice of the company". Same penalty (s. 653K(2)).
- Section 653P(1) imposes a standing duty to investigate: an applicable company "must take reasonable steps—(a) to ascertain whether there is any significant controller of the company; and (b) if any, to identify each of them." Once the company knows or has reasonable cause to believe that a person is a significant controller, it must give that person a notice under section 653Q within 7 days (s. 653P(2)); and where it knows or has reasonable cause to believe that someone knows the identity of a significant controller, a section 653R notice, also within 7 days (s. 653P(3)). Breach is a level 4 fine (s. 653P(4)). A note following s. 653P(4) points to section 653S, which sets out circumstances in which an applicable company is not required to comply with section 653P; section 653S itself is outside this article's scope.
The significant controllers register is therefore not a document to be assembled when someone asks for it. The Ordinance requires the company to go looking, and then to enter what it finds inside seven days.
A designated representative is compulsory. Section 653ZC(1): "An applicable company must designate at least one person as its representative" to assist an officer of the Companies Registry and other law enforcement officers in relation to the register. Who may be designated is section 653ZC(2):
Limb (a) includes a member, and requires residence in Hong Kong. The three professional categories in limb (b) are defined in Cap. 615, not in Cap. 622.
Where it lives — section 653M(1) gives exactly two options: "the company’s registered office" or "a prescribed place". "Somewhere in Hong Kong" is not one of them.
Inspection — section 653X(1) requires the company, on demand made by an officer of the Companies Registry for the purpose of ascertaining whether this Division is or has been complied with, or on demand made by any other law enforcement officer for the purpose of that officer's performance under the law of Hong Kong of a specified function, to make the register available for inspection at the place it is kept at any reasonable time, and to permit a copy to be made. Both demands carry their own purpose restriction — not every demand qualifies. Breach is a level 4 fine for the company and every responsible person (s. 653X(2)).
6. Tax: territorial source, two tiers, and an exception many miss
The territorial source principle is section 14(1) of the Inland Revenue Ordinance (Cap. 112):
The two-tier rates are in Schedule 8B section 2(a), which opens by fixing the years it governs: "For a year of assessment commencing on or after 1 April 2018", a corporation is charged 8.25% on section 14 assessable profits up to $2,000,000 and 16.5% on any part over $2,000,000.
But the two tiers are not automatic. Section 14AAC sits next to Schedule 8B and addresses precisely the situation this article's readers most often occupy — a parent company, a sister company, an offshore holding vehicle:
"Connected entity" is a defined term, and its threshold is more than 50% control — not "related". Section 14AAB(1) makes two entities connected if one has control over the other, if both are under the control of the same entity, or, for sole proprietorships, if the same natural person carries on both. Control, under s. 14AAB(2)(b) and (4), means a specified interest: entity A, "whether directly or indirectly through one or more than one other entity (interposed entity)", either "owns or controls more than 50% in aggregate of the issued share capital of entity B", or "is entitled to exercise or control the exercise of more than 50% in aggregate of the voting rights in entity B", or "is entitled to more than 50% in aggregate of the capital or profits of entity B". Trusts are dealt with separately under s. 14AAB(2)(a) — a vested interest in more than 50% of the capital of the trust property. Section 14AAB(3) then carves out an exception: entity A does not have control over entity B if it meets the subsection (2)(a) or (b) description solely by acting in the capacity of a trustee. Indirect interests are computed by the multiplication rule in s. 14AAB(5) and (6).
That threshold changes two very common conclusions. Two founders holding 50% each of two companies do not create connected entities — neither holding exceeds 50% — so the two-tier rates apply to both without any election. Likewise a 40% overseas shareholder does not make the company a connected entity of anything. Conversely, wherever a single entity holds more than 50% of two companies, those two are connected even though they are only "sisters". The question is arithmetic under section 14AAB, not a matter of whether the companies feel related.
Subsection (3)(b) then replaces, for a corporation, the reference to Schedule 8B section 2(a) with a reference to "the rate specified in Schedule 8" — the flat rate. To keep the two tiers, subsections (4) and (5) apply:
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And subsection (6) limits the exemption to one entity per connected group per year of assessment.
So: if your Hong Kong company has any connected entity within section 14AAB, the two-tier rates do not apply by default; to get them you must elect in writing, the election cannot be undone, and only one company in the group can hold it. This is a tax question for a tax adviser or accountant on the individual facts; this article is not tax advice.
One reduction is prescribed rather than announced — set by the provision itself, not published separately. Section 100(2) reduces the profits tax charged for a "specified year of assessment" by the lesser of the prescribed percentage and the prescribed amount, both set by Schedule 43; for the year of assessment 2025/26 Schedule 43 prescribes 100% under s. 100(2)(a) and $3,000 under s. 100(2)(b) — so the reduction is capped at $3,000. The last year of assessment for which Schedule 43 prescribes a reduction is 2025/26; a later year requires a further amendment.
Hong Kong has no dividend tax, no capital gains tax and no VAT or GST — structural features of the system, not matters prescribed by the provisions cited here.
On accounts: section 373(2) requires the accounting records to be sufficient "(a) to show and explain the company’s transactions; (b) to disclose with reasonable accuracy, at any time, the company’s financial position and financial performance; and (c) to enable the directors to ensure that the financial statements comply with this Ordinance." A director who fails to take all reasonable steps to secure compliance commits an offence carrying a $300,000 fine (s. 373(5)), rising to $300,000 and 12 months' imprisonment if the failure is wilful (s. 373(6)). Section 373(7) supplies a defence to the s.373(5) offence: it is a defence to establish that the director had reasonable grounds to believe, and did believe, that a competent and reliable person was charged with the duty of ensuring compliance with subsection (1) or (4) and was in a position to discharge that duty. (The provision does not state that this defence extends to the wilful s.373(6) offence.)
7. Winding down: deregistration and liquidation
A Hong Kong company does not disappear because it stops trading. Fees, tax filings and register duties keep accruing, and the late penalties accrue daily. There are two orderly routes.
Deregistration (Cap. 622 s. 750)
The Ordinance's term is deregistration, not striking off. (Striking off proper is the Registrar's own power from section 744 onwards; a company cannot apply for it.) Section 750(1) lets the company, or a director or member of it, apply to the Registrar. The six conditions in subsection (2) are cumulative:
Section 750(3)(c) also requires a written notice from the Commissioner of Inland Revenue stating that the Commissioner has no objection. The prescribed fee under s. 750(3)(b) is $420 (Cap. 622K Schedule 4 Part 1 item 4). Section 750(4) adds that "If the applicant is a company, it must nominate in the application a natural person to be given notice of the deregistration." Section 750(6) makes it an offence to give the Registrar information that is knowingly or recklessly false or misleading in a material particular, punishable "(a) on conviction on indictment to a fine of $300,000 and to imprisonment for 2 years; or (b) on summary conviction to a fine at level 6 and to imprisonment for 6 months" — the second limb being the one an ordinary applicant would in practice face.
Note the three months in paragraph (b): it is a real planning date. You cannot apply until the company has been out of operation for three months.
Liquidation (Cap. 32 s. 177)
For companies with debts, disputes or assets to distribute. Section 177(1) lists the circumstances in which the court may wind a company up, including (a) that the company "has by special resolution resolved that the company be wound up by the court", (d) that it "is unable to pay its debts", and (f) that "the court is of opinion that it is just and equitable that the company should be wound up". Section 177(2) also lets the Registrar petition, on grounds including: (b) that "throughout a period of not less than 6 months ending on the date of the winding-up petition" the company has not had at least one director (private company); (c) that "throughout the period referred to in paragraph (b)" it has not had a company secretary; (d)(ii) that it "has failed to pay the annual registration fee payable under a regulation made under section 26 of the Companies Ordinance (Cap. 622)" — this limb carries no six-month qualifier; and (e), "without prejudice to paragraphs (a) to (d), that the company has been persistently in breach of its specified obligations", specified obligation being defined by s. 177(7) as an obligation under the pre-amended Ordinance, Cap. 32 itself, or Cap. 622. In other words, sustained neglect of the duties in section 4 above is itself a ground for winding up.