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A Hong Kong readymade company, sold as a shelf company or an off the shelf company, is a private company limited by shares that was incorporated at the Companies Registry, has never traded and has been held until a buyer takes over its shares and its board. It is the same Limited under the Companies Ordinance (Cap. 622) that people register new; what you buy is the fact that it already exists. It keeps its number, its date of incorporation and its business registration, while you replace its members, directors, company secretary and significant controllers.
Below: what passes to the buyer, how the transfer works in law, what the register shows afterwards, when buying is worth it, bank accounts, and why an MSO or money lender company for sale is a different purchase. Registering a new company instead is explained on our page on Hong Kong company formation.
A private company may declare itself dormant by delivering a special resolution to the Registrar (s.5). While dormant it delivers no annual returns (s.663) and is exempt from audit (s.447), and the IRD accepts its profits tax returns without audited statements. It stops being dormant when it delivers a special resolution saying it intends to enter an accounting transaction, or when it actually enters one; from that date annual returns and audits apply again.
A shelf company kept without that resolution must have delivered an annual return within 42 days after every anniversary and, because Hong Kong audits every company that is not dormant, should hold audited financial statements showing no business. Either way it must hold business registration, which every company incorporated under the Companies Ordinance needs, trading or not. Ask the seller which kind you are being offered and for the resolution, returns or accounts that prove it.
| Item | After the purchase |
|---|---|
| Incorporation date and identification number | Unchanged. Companies incorporated before 27 December 2023 show a CR number on the certificate besides the Business Registration Number; later ones show only the BRN |
| Name | Kept unless you change it by special resolution and Form NNC2 within 15 days; a new name takes effect when the Certificate of Change of Name is issued |
| Members | Replaced by share transfer and entry in the register of members |
| Directors and company secretary | Your appointments and the seller’s resignations on Form ND2A within 15 days, with each new director’s consent to act |
| Registered office | Moved if needed on Form NR1 within 15 days, always to a Hong Kong address |
| Significant Controllers Register | You are entered within 7 days after confirming your particulars, and a designated representative is named |
| Business registration and IRD file | Remain with the company |
| Licences | None: a shelf company holds no licence of any kind |
Shares in a Hong Kong company pass by a written instrument of transfer, and a sale of Hong Kong stock also produces two contract notes, a bought note for the buyer and a sold note for the seller, which carry most of the stamp duty. No notary takes part and the Registry approves nothing.
| Step | What happens | Rule |
|---|---|---|
| 1. Check the company | Search its particulars, document index and charges, and order its filed annual returns | Anyone may order image records of registered documents |
| 2. Contract notes | Bought note and sold note for the shares | Stamp duty of 0.1% of the amount or value of the consideration on each note since 17 November 2023; stamped within 2 days if the sale is effected in Hong Kong, 30 days if elsewhere |
| 3. Instrument of transfer | Executed by seller and buyer | A fixed duty; stamped before execution in Hong Kong, or within 30 days after execution outside Hong Kong |
| 4. Stamping | One e-Stamping application covers both notes and the instrument, with a stamp certificate for each | Relies on audited accounts from the 6 months before the transfer or management accounts from the 3 months before; not available for several share classes |
| 5. Registration of the transfer | The company enters you in its register of members | Only on a proper instrument of transfer (s.150); registered or refused within 2 months of lodging (s.151) |
| 6. Board and secretary | Form ND2A to the Registry | Within 15 days |
| 7. Significant controllers | You become the controller on record | Within 7 days after your particulars are confirmed |
| 8. Next annual return | Lists you as member | No form is delivered for the transfer itself |
The transferor and the transferee are liable for the duty on the instrument, and the agent or, without one, the principal for the notes; who bears it is for the sale agreement to say.
Because Hong Kong requires no filing when shares change hands, the public record of members catches up only with the next annual return, which may be most of a year away, and a dormant company files none until it ceases to be dormant. Directors show sooner, through the ND2A within 15 days. Banks know the gap: the account-opening checklist of one major Hong Kong bank asks a transferred company for the stamped instrument of transfer and the bought and sold notes wherever the shareholding is not shown on the latest annual return or incorporation form. Keep the stamped originals with the company records.
The register also keeps the history: the ND2A filings show the seller’s directors leaving and yours arriving, with dates, so anyone searching can see the company changed hands recently. Nor can its age be adjusted; the incorporation date is fixed on the certificate and in the index.
The one thing a shelf company has that a new one cannot is an earlier date of incorporation. It counts wherever someone measures the company’s age: a supplier, a landlord, a platform, or a bank product such as one digital bank’s streamlined business account, which asks for a company established for over a year (alongside Hong Kong identity cards for everyone connected and an address that is not a company secretary’s). Note the limit: another digital bank asks for a business registered and operated in Hong Kong for more than a year, and a never-traded company has not operated.
Speed is no argument in Hong Kong, where the Registry’s stated time for an electronically filed incorporation is normally within one hour, certificates of incorporation and business registration included, while a transfer still needs contract notes, stamping and board changes. Hong Kong has no VAT, so there is no VAT number to inherit either. A shelf company brings no trading history, no turnover in its accounts and no licence. If its age does not matter to you, form a new Hong Kong company with the name and articles you want.
Hong Kong is one of the countries where buying a shelf company that already holds a bank account is a real option, for a buyer the bank accepts. The account belongs to the company and stays with it through the share transfer, but the bank re-checks the new owners, directors and signatories and may keep the account, ask for more documents or close it. Two features of this market decide the outcome: most published online routes are limited to holders of Hong Kong or Mainland identity cards, and several products exclude companies with corporate shareholders or directors. Before signing, ask whether the bank knows of the intended sale and what it will require from you. Published bank rules are collected on our page on bank accounts for Hong Kong companies, and the mechanism in general on shelf companies with bank accounts.
Many searches for a Hong Kong company for sale are for a licensed one: a licensed MSO company or a money lender company. Those are not shelf companies. A shelf company holds no licence, and in Hong Kong both licences follow the people who own and run the company, so buying a licensed company is a regulated change of control rather than the plain share purchase described above.
| Licence | Who decides | What a new owner needs |
|---|---|---|
| Money service operator (money changing or remittance) | Customs and Excise Department, under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance | The Commissioner’s written approval before anyone becomes a director or an ultimate owner (more than 25% of the shares or votes, or ultimate control of management), applied for on Form 4 with a fit and proper declaration; becoming one without it is an offence (ss.35 and 36) |
| Money lender | The licensing court, on application to the Companies Registry as Registrar of Money Lenders, with the Police able to object | Written notice to the Registrar within 21 days of a change of directors, shareholders or other registered particulars; controllers and directors must stay fit and proper; the licence lasts 12 months and must be renewed |
In both cases the regulator, not the seller, decides whether the new owner may keep the licence. Customs publishes its register of money service operators at eservices.customs.gov.hk/MSOS, and the Companies Registry its list of licensed money lenders, so an advertised licence can be checked before anything is agreed.
We supply ready-made Hong Kong companies and also form new ones. For a purchase we prepare the contract notes, the instrument of transfer, the board resolutions and the Registry filings, help you put together the bank application and, where we have a working contact at a suitable bank, make the introduction; whether an account is opened or kept is the bank’s decision alone. After the purchase the resident company secretary, and any nominee director or nominee shareholder you ask for, come only from a holder of a trust or company service provider licence issued by the Companies Registry; the Registry’s guide holds every director, nominee or not, to the same duties, including independent judgement, and the significant controllers register treats shares held by a nominee as yours. Background on the jurisdiction is on our Hong Kong page and, for Russian speakers, on Hong Kong shelf companies and registration (in Russian); what company age does and does not prove is discussed in our guide to aged shelf companies.
Choose the company and check its record at the Companies Registry. The seller and you sign a bought note, a sold note and an instrument of transfer, which are stamped, and the company enters you in its register of members. Your director is appointed and the seller’s resigns on Form ND2A within 15 days, and you are entered in the Significant Controllers Register. No notary is involved and nothing is approved by the Registry.
Yes. Since 17 November 2023 each contract note, the bought note and the sold note, bears 0.1% of the amount or value of the consideration, so a sale with both notes bears 0.2% in all, and the instrument of transfer carries a small fixed duty. Notes for a sale effected in Hong Kong are stamped within 2 days, those for a sale effected elsewhere within 30 days. e-Stamping relies on the company’s recent audited or management accounts.
Yes. Hong Kong sets no residency or nationality condition for members or directors, and transfer documents signed outside Hong Kong are stamped within 30 days after execution. What has to stay in Hong Kong is the company secretary, an individual ordinarily resident there or a company with an office there, and the registered office. A provider acting as secretary by way of business needs a TCSP licence, which you can confirm on the public register.
It can. Hong Kong is one of the places where a company that holds an account can be bought, for a buyer the bank accepts. The account stays with the company, and the bank decides after re-checking you whether to keep it, ask for more or close it. A bank may ask for the stamped instrument of transfer, the bought and sold notes and the ND2A showing your appointment. A buyer without a Hong Kong or Mainland identity card faces fewer banking routes.
Yes. The members pass a special resolution and Form NNC2 is delivered within 15 days; the resolution and the altered articles need not be filed. The Registry states that an electronically delivered NNC2 normally produces the Certificate of Change of Name within one hour, a paper one within four working days. The new name must end in “Limited” and differ from every name in the Registrar’s index; the company number and incorporation date stay the same.
No, although the words are often mixed up. A shelf company has never traded, so its value is its date of incorporation and a clean record, and its filings say so. A company that has traded is an operating business with a past, and buying one calls for due diligence on its accounts, tax, contracts and liabilities. A company holding an MSO or money lender licence is a third case, where the regulator must accept the new owner.
Looking for a Hong Kong readymade company? Ask us which companies are available now, whether dormant or audited and with which incorporation dates, through our contact page, or message us on Telegram or WhatsApp at +48 663 247 166.