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Almost every company formed in Hong Kong by a founder abroad is a private company limited by shares under the Companies Ordinance (Cap. 622), with an English name ending in “Limited”. Hong Kong has no separate offshore company, international business company (IBC) or non-resident company form, so a search for IBC formation or an offshore company in Hong Kong ends at this same Limited. What makes a Hong Kong company “offshore” is a tax question about where its profits arise, covered below, not a different registration.
Below: the vehicle, the requirements, the Registry filing, what follows it, and when buying an existing company serves better. Buying one is covered on our page on ready-made shelf companies in Hong Kong.
Foreign company incorporation in Hong Kong can mean three different things under the Companies Ordinance.
| Route | What it creates | Key rule |
|---|---|---|
| Local private company limited by shares | A new Hong Kong company, which foreign individuals or a foreign parent may own outright | At least one founder member; no residency test for members or directors |
| Registered non-Hong Kong company | A registration of the foreign company itself, often called a branch | Within one month after it establishes a place of business in Hong Kong (s.776): Form NN1 with certified copies of its constitution, certificate of incorporation and latest published accounts, and an authorized representative in Hong Kong |
| Re-domiciliation | The foreign company moves its domicile and becomes a Hong Kong company | Available since 23 May 2025 under Part 17A; proof of deregistration at home within 120 days, or the registration is revoked |
A registered non-Hong Kong company is not a separate legal person: the foreign company itself trades in Hong Kong and files its own accounts. A group wanting a distinct entity with limited liability forms a local subsidiary, which is what the rest of this page covers.
| Requirement | What the Companies Ordinance and the Registry ask |
|---|---|
| Members | At least one founder member, of any nationality and residence; an individual or a company |
| Share capital | No minimum paid-up capital and no minimum number of shares; no par value since 3 March 2014 |
| Directors | At least one natural person (s.457(2)), resident anywhere; a body corporate may also sit on the board of a private company outside a listed group |
| Company secretary | An individual ordinarily resident in Hong Kong, or a body corporate with its registered office or a place of business there; a sole director cannot also be the secretary |
| Registered office | An address in Hong Kong |
| Significant Controllers Register | Kept by the company in Hong Kong from incorporation, naming a designated representative |
For an owner abroad, the residency rule bites at the company secretary, not at the board: one person living in Dubai or London can hold every share and be the only director.
The Registry does not reserve or pre-approve names. You check yours with an “Exact Name Search” on its e-Services Portal, and registrability is confirmed only when the incorporation documents are processed: a name the same as one in the Registrar’s index is rejected, and the application with it. An English name ends with “Limited”, a Chinese name with the Chinese characters for a limited company; no single name may mix the two languages, and certain words need prior approval. For 12 months after registration the Registrar may still direct a change of a name too like an existing one, and a registered name carries no trademark rights.
Incorporation is one filing that also registers the business with the Inland Revenue Department: delivering an incorporation application counts as applying for business registration.
| Step | What is delivered or done |
|---|---|
| 1. Structure | Founder members and shares, the first directors, the company secretary, the registered office |
| 2. Articles of association | The company’s own articles; the Registry publishes sample articles that many private companies adapt |
| 3. Form NNC1 | Particulars of the first directors, the secretary and the registered office; an incomplete form is rejected |
| 4. Notice IRBR1 | The notice to the Business Registration Office, delivered with the incorporation documents |
| 5. Delivery | Electronically through the e-Services Portal, or in hard copy |
| 6. Certificates | Certificate of Incorporation and Business Registration Certificate, issued together |
The Registry publishes its own processing times: for a private company limited by shares delivered electronically, the certificates are normally issued within one hour after delivery; for hard copy, within four working days. These cover the Registry’s part only. Preparation before filing, such as identity documents and the secretary provider’s checks, sits outside them.
Since 27 December 2023 the Business Registration Number, the first eight digits of the Business Registration Certificate number, is the Unique Business Identifier of every Hong Kong company, and for companies incorporated from that date it is also the number on the Certificate of Incorporation.
A founder with no one in Hong Kong will normally take the secretary and the registered office from a provider there, and Hong Kong licenses that provider. Since 1 March 2018, carrying on a trust or company service business in Hong Kong without a Companies Registry licence has been an offence under Part 5A of the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615). The licensed services include forming companies, acting or arranging for someone to act as director or secretary, providing a registered office, and acting as nominee shareholder. The register of licensees is public at www.tcsp.cr.gov.hk, so your secretary’s licence can be checked before you sign. The same provider can serve as the designated representative every company must name for its Significant Controllers Register: a Hong Kong resident shareholder, director or employee, or an accounting or legal professional or licensed TCSP.
Anyone can search a company’s particulars and order images of its filed documents, including annual returns that list every member and shareholding. Two things are held back. Since 24 October 2022 directors’ residential addresses and full identification numbers, and secretaries’ full identification numbers, are protected information, replaced on the public register by a correspondence address and a partial number. And the Significant Controllers Register is never filed: the company keeps it in Hong Kong, open on demand to law enforcement officers and to the controllers named in it.
| Duty | Rule |
|---|---|
| Business registration | Required for every company incorporated under the Companies Ordinance, trading or not, and renewed when the certificate expires |
| Profits tax | 8.25% on the first HK$2 million of assessable profits (the two-tiered threshold) and 16.5% on the rest; only one company among connected entities may elect the two-tiered rates for a year |
| First profits tax return | Generally issued by the IRD some 18 months after incorporation |
| Audit | Every year for every company except a dormant one (s.447); small private companies may simplify their reports but are still audited |
| Annual return | Form NAR1 within 42 days after each anniversary of incorporation, from the second year |
| Changes of officers or office | Form ND2A or ND2B for directors and secretary, Form NR1 for the registered office, each within 15 days |
| New shares issued | Form NSC1 within one month after the allotment |
| VAT or sales tax | None exists in Hong Kong |
The IRD does not accept uncertified financial statements with a profits tax return, which is why an annual audit is part of running even a small Hong Kong company. Late delivery of an annual return is an offence for the company and every responsible person.
Hong Kong charges profits tax only on profits arising in or derived from Hong Kong from a business carried on there, and the IRD states that no tax is levied on profits arising abroad, even when remitted to Hong Kong. Where profits arise is largely a question of fact, settled by what the company does and where, not by where the director lives or which bank holds the account. That is the real content of a Hong Kong offshore company: an ordinary Limited whose profits, on the facts, arise outside Hong Kong.
Two limits apply. Under the refined foreign-sourced income exemption, interest, dividends, IP income and equity gains (from 1 January 2023) and other disposal gains (from 1 January 2024) received in Hong Kong by a member of a multinational group are treated as Hong Kong sourced unless an exception such as economic substance applies. And the founder’s own country may have rules reaching a Hong Kong company it controls. Hong Kong has signed comprehensive double taxation agreements with 60 jurisdictions, 51 of them in force, per the IRD list, and levies no VAT, no withholding tax on dividends or interest and no capital gains tax.
The account is a separate process the bank runs after incorporation. The Hong Kong Monetary Authority tells banks not to reject an application merely because directors or beneficial owners are non-residents, and not to insist that every director attends. Even so, most published online routes require every connected person to hold a Hong Kong or Mainland identity card, and one large bank says applications outside its fast routes take two to three weeks. The detail by bank is on our page on bank accounts for Hong Kong companies.
With certificates normally issued within the hour of an electronic filing, a ready-made company in Hong Kong is rarely about speed. It earns its place when the date of incorporation itself counts, for example where a counterparty or a bank product asks for a company established for more than a year, or when the buyer wants a company already holding an account its bank will keep under the new owner. Otherwise a new company, with your own name and articles, is the simpler choice. The trade-offs are on our Hong Kong readymade company page, and a comparison on Hong Kong vs Singapore.
We can form a new Hong Kong company or supply a ready-made one, prepare the incorporation or transfer documents and the Registry filings, help you prepare the bank application and, where we have a working contact at a suitable bank, introduce you, with the decision left to the bank alone. The company secretary must live in Hong Kong or be a company with an office there, and we arrange the secretary, and a nominee director or shareholder where you want one, only through a trust or company service provider licensed by the Companies Registry under Cap. 615; a nominee director owes the same duties as any director, including care, skill and diligence under section 465 of the Companies Ordinance, and shares a nominee holds for you count as yours in the significant controllers register. The country overview is on our Hong Kong page, a version for Russian speakers at Hong Kong company registration (in Russian), and the general guide to buying instead of forming is off the shelf companies.
The Companies Registry states that for a private company limited by shares filed electronically, the Certificate of Incorporation and the Business Registration Certificate are normally issued within one hour after delivery, and within four working days for a paper filing. Those are the Registry’s own figures for its part; identity documents, the secretary provider’s checks and the bank account take their own time.
Yes. The Registry says non-Hong Kong residents may incorporate a local limited company, and the members and directors may be of any nationality and live anywhere. Two things must be in Hong Kong: the company secretary, who ordinarily resides there or is a body corporate with an office there, and the registered office. The Registry itself suggests that non-residents who rarely visit engage a local professional firm.
There is none. The Companies Ordinance sets no minimum paid-up capital and no minimum number of shares to be issued, and since 3 March 2014 shares have no par value, so there is no nominal amount to state. Any later issue of shares is reported to the Registry on Form NSC1 within one month after the allotment, and the members and their shareholdings appear in every annual return.
No. A private company needs at least one director who is a natural person, and that person may live anywhere. The residency requirement falls on the company secretary, and the sole director may not also be the secretary. The designated representative for the Significant Controllers Register must likewise be a Hong Kong resident from the company or a professional or licensed TCSP.
Since 27 December 2023 every Hong Kong company is identified by its Business Registration Number, the first eight digits of its Business Registration Certificate number, used as the Unique Business Identifier. A company incorporated on or after that date carries the same number on its Certificate of Incorporation. Older companies also have a CR number on the certificate, which the Registry’s search links to the BRN.
Not as a separate form. A Hong Kong offshore company is an ordinary private limited company whose profits arise outside Hong Kong, which the IRD does not tax even if the money is remitted there. Where profits arise is a question of fact about the company’s operations, and passive income of multinational groups falls under the FSIE rules. The company still needs a local secretary, an audit and annual returns.
Planning a Hong Kong company? Tell us who the members and directors will be and what the company will do, and we will say what the formation would need. Write through our contact page, or on Telegram or WhatsApp at +48 663 247 166.