The Hong Kong Companies Ordinance (Chapter 622) is the statute that governs how companies are formed, run, and closed down in Hong Kong. It sets who can be a director, what has to be filed and when, which records you must keep, and what happens if you skip any of it. If you are incorporating a company or already running one, almost every obligation on you as a director, shareholder, or company secretary sits inside this single law.
Which Company Structure Applies to You
The structure you pick decides your filing load, your governance rules, and how exposed the members are to the company’s debts.
The private company limited by shares is what most small and medium businesses use. Shares cannot be freely transferred, membership is capped at 50 (employees do not count), and the company cannot offer shares to the public.1Companies Registry. New Companies Ordinance (Chapter 622) Highlights You get limited liability without the heavier obligations that come with going public.
A public company limited by shares carries none of those restrictions. Membership is unlimited and the company can invite the public to subscribe for shares or debentures. This is the form used by listed companies and by anyone raising capital from outside investors.
A company limited by guarantee has no share capital. Members instead promise to contribute a set amount toward the company’s debts if it is wound up. Clubs, non-profits, and professional associations typically use this form.
If a private company stops trading, it can apply for dormant status by passing a special resolution and delivering it to the Registrar. A dormant company is generally exempt from filing annual returns and holding AGMs, and it can be reactivated later by another special resolution.2Companies Registry. Dormant Companies
What You Need to Incorporate
Directors and a Company Secretary
Every private company needs at least one director who is a natural person, not another company.3Companies Registry. Documents Relating to Directors / Company Secretary There is no residency rule for directors, but you cannot serve if you are under 18, court-disqualified, or an undischarged bankrupt.
You also need a company secretary, and a sole director cannot double as the secretary. A natural-person secretary should ordinarily reside in Hong Kong; a corporate secretary must have its registered office or place of business in Hong Kong.3Companies Registry. Documents Relating to Directors / Company Secretary
The Name
You can register an English name, a Chinese name, or both, but you cannot mix English and Chinese characters within a single name. English names must end with “Limited” and Chinese names with “有限公司.”4Companies Registry. Guideline on Registration of Company Names for Hong Kong Companies The Registrar will refuse a name that duplicates one already registered, suggests a government connection, would be a criminal offence, or is offensive. Certain words, including “chamber of commerce,” “trust,” “trustee,” and “savings,” need prior approval.
If the Registrar later decides your name is too similar to an existing one and directs you to change it, ignoring the direction risks a fine of up to HK$100,000 and a daily default fine of HK$2,000.5Companies Registry. Compliance – Our Enforcement
Forms and Articles
Incorporation runs on a specific form: NNC1 for a company limited by shares, or NNC1G for a company not limited by shares such as a guarantee company.6Companies Registry. Incorporation The form captures full names, ID numbers, and addresses of all directors, the secretary, and founding shareholders, along with the initial share capital and how the shares are held.
Every company must have Articles of Association setting out its internal governance. You do not have to draft them from scratch. The Companies (Model Articles) Notice prescribes standard model articles for each type of company, and those apply by default wherever your own articles are silent. Many straightforward businesses simply adopt them as-is.
Fees and the One-Stop Registration
You file through the Companies Registry’s e-Services Portal, which runs 24 hours, or by delivering paper documents to the Registry. Electronic applications are often processed within about an hour; paper takes several business days.7Companies Registry. e-Services Portal – Overview
The registration fee for a company limited by shares is HK$1,545 electronically or HK$1,720 on paper. Guarantee companies pay less, starting at HK$155 electronically for entities with 25 or fewer members.8Companies Registry. Major Fees Under the Companies Ordinance
You also owe a business registration fee and a Protection of Wages on Insolvency Fund levy. For the period from April 2026 to March 2027, a one-year Business Registration Certificate costs HK$2,200 in fees plus HK$150 in levy, totalling HK$2,350. A three-year certificate costs HK$5,720 plus HK$450, totalling HK$6,170.9Inland Revenue Department. Business Registration Fee and Levy Table
Hong Kong runs a one-stop service that folds company incorporation and business registration into a single application. Filing NNC1 or NNC1G is automatically treated as a business registration application, so no separate Inland Revenue submission is needed. On approval, the Registry issues both the Certificate of Incorporation and the Business Registration Certificate.10Inland Revenue Department. One-stop Company and Business Registration Electronic certificates have the same legal effect as paper ones, but a printed copy must be displayed at your place of business.
What You Have to Do Every Year
Annual Return
Every company with a share capital must file an annual return (Form NAR1) within 42 days of the anniversary of its incorporation. The return updates the public record on directors, secretary, registered office, and shareholding.11Companies Registry. Local Private Company – Annual Return
On time, a private company pays HK$105. Late fees climb quickly:
- Up to 3 months late: HK$870
- 3 to 6 months late: HK$1,740
- 6 to 9 months late: HK$2,610
- More than 9 months late: HK$3,480
The company and every responsible officer also risk prosecution, with a maximum fine of HK$50,000 and a daily default fine of HK$1,000 for as long as the failure continues.5Companies Registry. Compliance – Our Enforcement This is where small companies most often get caught out, especially those without a dedicated secretary tracking deadlines.
Annual General Meeting
Companies must generally hold an AGM for each financial year. For private companies and guarantee companies, the meeting has to happen within nine months after the end of the accounting reference period.12Companies Registry. Meetings, Resolutions and Company Records
The ordinance offers several ways around actually holding one. If everything the meeting would decide is handled through written resolutions and the required financial documents go to every member, no meeting is needed. Single-member companies are automatically exempt. And all members together can pass a resolution dispensing with AGMs entirely. Most small private companies rely on one of these routes and never hold a formal AGM.
Audit
Financial statements must be audited for every company except dormant ones.13Companies Registry. Accounts and Audit There is no small-company exemption in Hong Kong, which sometimes surprises founders used to thresholds elsewhere. The auditor must be a certified public accountant registered with the Hong Kong Institute of Certified Public Accountants.14Accounting and Financial Reporting Council. Oversight of HKICPA: Mission and Scope
Registered Office and Statutory Records
You must keep a registered office in Hong Kong to receive legal communications. At that office, or another designated Hong Kong location, you must maintain statutory registers, including registers of members, directors, and company secretaries, and update them whenever things change. Minutes of general meetings and board meetings must be preserved, and accounting records kept for at least seven years after the end of the financial year they relate to. Members have a right of inspection of the statutory registers.
Significant Controllers Register
Since 2018, every Hong Kong-incorporated company other than a listed one must identify and record the people or entities with significant control over it. Significant control generally means holding more than 25% of the issued shares, or the equivalent share of capital or profits for a company without share capital.15Companies Registry. Significant Controllers Register
The Significant Controllers Register is not filed with the Registry. You keep it at the registered office or another Hong Kong location and produce it to law enforcement officers on demand. You also have to appoint a designated representative to assist with the register. That representative must be a Hong Kong resident who is a director or employee of the company, or a licensed professional such as an accountant, lawyer, or trust and company service provider. Registered non-Hong Kong companies do not have to maintain an SCR.
Penalties for Non-Compliance
Late annual returns are the most common prosecution and carry a maximum fine of HK$50,000 plus a daily default fine of HK$1,000 for as long as the default continues.5Companies Registry. Compliance – Our Enforcement Ignoring a direction to change a company name can cost up to HK$100,000 with a HK$2,000 daily default fine.
More serious offences bring both fines and imprisonment. Anyone who knowingly or recklessly makes a misleading, false, or deceptive statement in a return, report, financial statement, or certificate required under the ordinance commits a criminal offence punishable by a fine and a prison term. Maximum levels sit in the relevant sections of the ordinance, with the actual amount set by the magistrate. Liability reaches the company and every officer in default, so directors and secretaries carry personal risk.
Closing a Company: Deregistration or Winding Up
When a company is no longer needed, there are two routes out. Which one you use depends on whether the company has debts or assets to deal with.
Deregistration is the simpler, cheaper option, open to private companies and guarantee companies that have stopped operating, have no outstanding debts, and are solvent. Under section 750 of the ordinance, the company applies to the Registrar to be struck off. Before the Registrar acts, the company has to get a Notice of No Objection from the Commissioner of Inland Revenue confirming there are no outstanding tax matters.16Inland Revenue Department. FAQ on Request for a Notice of No Objection (NNO) Once deregistered, the company is dissolved without a liquidator.
If the company owes debts it cannot pay, or has assets that need to be collected and distributed, a formal winding up is the proper route. A liquidator takes control of the company’s affairs, settles liabilities, and distributes anything left. Winding up can be voluntary (initiated by members or creditors) or compulsory (ordered by the court). It costs more and takes longer than deregistration, but it is the only clean way out when the company’s financial affairs will not support the simpler path.