01
First, we determine where the company creates value.
Functions, customers, contracts, suppliers, management, personnel, warehouse, IP, currencies and related parties determine the tax source, FSIE, licenses and banking appetite. Hong Kong certificate does not replace this model.
02
Private company limited by shares
This is a standard form for trade, services, holding and regional business. A participant's liability is limited to the outstanding amount of shares. Company limited by guarantee is more often used for non-profit purposes; branch of a foreign company retains the responsibility of the head office and separate filing duties.
- Shareholder
- From one; natural or legal person
- Capital
- There is no general statutory minimum paid-up capital
- Director
- At least one natural person
- Secretary
- Individual ordinarily resident in HK or HK corporate secretary
- Registered office
- Physical address in Hong Kong
- Name
- English, Chinese or both; preliminary check
03
A non-resident can own and manage
Companies Registry expressly allows registration by non-residents; the director does not have to be a resident of Hong Kong. But a sole director cannot simultaneously be a company secretary. For actual governance, taxes, banking and regulated activities, residency and local presence still matter.
04
One-stop incorporation
- 01Name and form
Exact name search, trademark check and structure.
- 02NNC1 + Articles
Founder, shares, directors, secretary and registered office.
- 03IRBR1
Simultaneous business registration and fee.
- 04Certificates
Electronic Certificate of Incorporation and Business Registration Certificate.
- 05Operational setup
Registers, bank, accounting, tax and licenses.
For electronic applications, simple private company certificates are usually issued within approximately one hour; This is not the term of a bank account or license.
05
Founding and KYC file
NNC1, Articles, certificates, share records and resolutions.
Passport/ID, addresses, roles and consent to act.
Full chain to physical controllers.
Model, contracts, website, forecast and countries.
06
Significant Controllers Register
Local company, in addition to listed company, identifies significant controllers and stores SCR in the registered office or other declared location in Hong Kong. Control includes more than 25% shares or voting rights, the right to appoint a majority of the board or significant influence/control. A designated representative is appointed.
- Threshold
- More than 25% shares, capital/profits or voting rights
- Board control
- Power to appoint or remove a majority of directors
- Other control
- Significant influence or control
- Location
- Registered office or notified place in Hong Kong
- Access
- At the request of law enforcement, not the usual public filing of SCR
07
Business Registration Certificate is not an industry license
Banking, securities, insurance, money service, trust/company services, employment agencies, education, telecom, food and other activities may require separate permission. Regulatory perimeter is checked before promising the product to the client.
08
After incorporation
- 01
Issue shares, registers, controllers and internal approvals.
- 02
Notify IRD about business particulars after the start of activity.
- 03
Set up accounting, audit and Profits Tax file.
- 04
Submit annual returns and change notices on time.
- 05
Update Business Registration Certificate and licenses.
09
The bank does not check the certificate, but the business
Before filing, contracts, counterparties, expected turnover, countries, source of funds, UBO, substance and destination of Hong Kong are prepared. The company structure and bank application must match the tax source memorandum.
10
Decision Matrix
- Trading
- Suppliers, title, Incoterms, logistics and source
- Services
- People, place of execution, deliverables and IP
- Holding
- FSIE, substance, participation and governance
- Mainland China
- PE, withholding, VAT/CIT, SAFE and data
- Banking
- The account is designed before incorporation
- Key criterion
- Company, tax and payments tell the same story
+7 (495) 221 31 46