Incorporation & Registration of Companies

Incorporation and Registration of a Company

If sole proprietorship and partnership are not suitable forms for your business, you may consider establishing a limited company. To set up a company, incorporation and registration are required by the Companies Ordinance (Cap 622). The following step-by-step checklist would help you understand the process of constituting a private company limited by shares.

  • Download the Incorporation Form (Form NNC1 & IRBR1) from the Companies Registry Website.
    • Under the “Quick List of Popular Forms” list, choose “Form NNC1 & IRBR1 Incorporation Form (Company Limited by Shares)”, then click onto the DOC and/or PDF icons at the top right corner (circled red below) to download the forms. Make sure to download both NNC1 & IRBR1!
  1. Fill in the Form NNC1.
    • Start by taking a look at the Specimen provided by the Companies Registry.
    • Fill in all the details on p.1 to 7 of the Form NNC1, which are mandatory. Please see below for more guidance on how to fill in the Form NNC1.
      • Name of your company
        • Your company may have a Chinese name, or an English name, or both a Chinese name and an English name. However, its name cannot have a combination of Chinese characters and English words/letters.
        • All limited companies must have the word “Limited” (Ltd.) at the end of its English name and “有限公司” as the last four words of its Chinese name.
      • Make sure that you tick the “Private” box under the “Type of Company” on p.1.
      • A proposed address of your company’s registered office in Hong Kong is required on p.1 for communications and notice.
      • There must be a founder member who take up at least one share of the company, whose details must be given on p.3.
      • Your company must have only one company secretary, who is responsible for all the administrative affairs for your company, e.g. maintaining registers as required (register of members, directors and company secretaries) and arranging board meeting. Whether the secretary is a natural person or a body corporate, an address in Hong Kong must be given on p.4.
      • You company may have one or more directors and at least one of them must be a natural person.
        • If the director is also the founder member who signs this Form NNC1, remember to tick the first box and sign the Consent to Act as Director at the bottom of p.5.
        • The other directors may sign their Consent statement in the same form or they may opt to deliver Form NNC3 within 15 days after the date of incorporation of the company.
      • Don’t forget to read the Statement of Founder Member on p.7, fill in the number of Continuation sheets, and sign at the bottom of the page.
        • If the founder member is a body corporate, its director or company secretary or an authorised person acting on its behalf is required to sign this Form NNC1 with both the name of the signatory and the name of the body corporate.  
  2. Tick the box “yes” on Form IRBR1.
  3. Sign the articles of association of the company.
  4. Pay your Company Registration fee – HK$1,720 (Unsuccessful applications could get a HK$1,425 refund).
  5. Pay your Business Registration fee according to the Inland Revenue Department’s Business Registration Fee and Levy Table.
  6. Deliver your Incorporation Form (both Forms NNC1 & IRBR1) and a copy of the articles of association to the Companies Registry physically or via the Registry’s 24-hour e-portal or via the free CR eFiling mobile app on App Store or Google Play.
  7. The Companies Registrar would issue a certificate of incorporation, which usually takes four working days if the forms are submitted physically, or within hours if they are submitted online.

Articles of Association

The articles of association is a constitutional document of a company that contains regulations that govern the international management and administration of a company. It lists the powers and responsibilities of directors, the organization of general meetings, the interests in shares, and the distribution of profits and assets to shareholders.

Most companies tend to adopt the Model Articles of Association for Private Companies Limited by Shares provided in the Companies Ordinance. Nonetheless, feel free to tailor the articles for your company by excluding or modifying the provisions in the Model Articles. Meanwhile, please ensure that the following items are included in your Articles of Association.

  1. Your company’s name
  2. Total number of shares that your company proposes to issue
  3. Total amount of share capital to be subscribed by your company’s founder members
    • The amount to be paid up or to be regarded as paid up
    • The amount to remain unpaid or to be regarded as remaining unpaid
  4. Total number of shares in a class of shares (e.g. Ordinary) that your company proposes to issue
    • Total amount of share capital in this class to be subscribed by the company’s founder members
      • The amount to be paid up or to be regarded as paid up
      • The amount to remain unpaid or to be regarded as remaining unpaid
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