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Certificate of Incorporation in Hong Kong - A Complete Guide

Last updated: March 2024 

Incorporating a business in Hong Kong is a significant step towards establishing a presence in one of Asia’s leading financial hubs. At the heart of this process lies the acquisition of a Certificate of Incorporation, an important document that formalizes the existence of your company within the jurisdiction. 

In this guide, we will explore the details of this certificate, explain its significance, the steps involved in obtaining it, and the key considerations for ensuring a smooth company incorporation process.

Who needs a Hong Kong Certificate of Incorporation and what does it contain?

Which business entities need a certificate of incorporation?

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Only limited liability companies are required to obtain a Certificate of Incorporation. This official document issued by the Hong Kong Companies Registry certifies a company’s legal establishment and status.

What information does the certificate of incorporation contain?

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A Hong Kong Certificate of Incorporation is an official document issued by the Companies Registry upon successfully incorporating a company in Hong Kong. This certificate is a legal proof that the company has been duly registered under the Hong Kong Companies Ordinance. 

 

The information contained in the Certificate of Incorporation typically includes:

 

  1. Company Name: The company’s full legal name as registered, including any specific designation such as “Limited” to denote limited liability.
  2. Company Registration Number (CRN.): The Companies Registry assigns a unique number to each company upon incorporation. This number is used for identification and verification purposes.
  3. Date of Incorporation: The company was officially registered with the Hong Kong Companies Registry.
  4. Type of Company: Indicates whether the company is a private company, public company, a company limited by shares, a company limited by guarantee, or an unlimited company.
  5. Confirmation of Incorporation: A statement confirming that the company is incorporated under the Companies Ordinance of Hong Kong and is legally recognized as an entity.
Why does Your Company Needs a Certificate of Incorporation

Why does Your Company Needs a Certificate of Incorporation

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If you are forming a limited liability company, a certificate of incorporate offers several benefits:

Legal Recognition and Compliance

  • Legal Entity: It legally recognizes your company as a distinct entity, separate from its owners and directors. This separation is crucial for legal transactions, liability, and taxation.
  • Compliance: Possession of this certificate ensures compliance with the Companies Ordinance in Hong Kong, a fundamental requirement for operating a business in the region.

Financial Transactions and Banking

  • Bank Accounts: Banks require a Certificate of Incorporation to open a business bank account. It verifies the company’s existence and its authorized signatories.
  • Credit and Financing: When applying for business loans or lines of credit, lenders often require this certificate to assess the legitimacy and creditworthiness of your business.

Business Operations and Contracts

  • Contracts: To enter into legal contracts, your company must prove its legal status. The Certificate of Incorporation is often needed to sign contracts with vendors, customers, and partners.
  • Supplier and Vendor Relationships: Many suppliers and vendors conduct due diligence before engaging in business relationships. This certificate assures them of your company’s legal standing.

International Trade and Expansion

  • Overseas Operations: If your company plans to expand or operate internationally, a Certificate of Incorporation is often required to register or do business in foreign countries.
  • Import and Export: Engaging in import and export activities typically requires proving your company’s legal status to customs and trade authorities, for which this certificate is necessary.

Credibility and Trust

  • Investor Confidence: Investors and shareholders often seek a Certificate of Incorporation to prove a company’s legitimacy before committing their funds.
  • Customer Trust: Customers may seek assurance that they deal with a legitimate and legally recognized business, especially in B2B transactions.

Legal Protection and Liability

  • Limited Liability: For companies limited by shares or guarantee, the certificate is a cornerstone in establishing limited liability, protecting owners’ personal assets from business debts.
  • Dispute Resolution and Litigation: In legal disputes or litigation, your company’s legal status, evidenced by the Certificate of Incorporation, is fundamental for your right to sue or be sued.

Regulatory Requirements and Benefits

  • Taxation: The certificate is required for tax registration and compliance, ensuring your business meets local tax obligations.
  • Government Contracts and Grants: Many government contracts and grants are only available to legally incorporated entities, necessitating the certificate for application.
RELATED READ

How to register a business in Hong Kong - A complete guide

How To Obtain a Certificate of Incorporation in Hong Kong?

How To get a certificate of incorporation in Hong Kong?

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Obtaining a Certificate of Incorporation in Hong Kong involves registering your business with the Companies Registry. The process is straightforward and can be completed online or by submitting paper forms. Here’s a brief summary of the process. You can also read this article for a complete guide to registering a company in Hong Kong.

Choose a unique company name

  • Check Availability: First, you must ensure that your chosen company name is not already in use or too similar to an existing name. Check this through the Hong Kong Companies Registry’s online search system.
  • Regulations: Your name must be distinct from existing Hong Kong companies, comply with language rules (English and/or Chinese characters), and avoid restricted terms.
  • Compliance: Ensure the name complies with Hong Kong’s regulations, avoiding names that could imply illegal activity or require special permission (e.g., “bank,” “trust”).
  • Name Search: Use the Companies Registry’s online service to check name availability.

Prepare necessary documents

  • Incorporation Form (NNC1 for a company limited by shares or NNC1G for a company not limited by shares): This form includes details about the company, such as its proposed name, registered office, share capital (if applicable), and information about its directors and shareholders.
  • Articles of Association: This document outlines the rules governing the company’s running, adopted by its members. You can adopt the model articles provided by the Companies Registry or prepare your own.

Submit application and pay fees

  • Online Submission: The preferred method is using the e-Registry. This is the fastest and most convenient method.
  • By Post or In Person: Alternatively, you can submit the Incorporation Form and Articles of Association by post or in person at the Companies Registry.
  • Fees: The total costs of incorporation include government fees, which vary slightly depending on the company’s structure and capital.

Receive your certificate of incorporation

  • If your application is successful and all documents are in order, the Companies Registry will issue the Certificate of Incorporation. The processing time for online applications can be as quick as one hour, while paper submissions may take longer.
  • Along with the Certificate of Incorporation, you will also receive a Business Registration Certificate from the Inland Revenue Department, issued simultaneously and required for tax purposes.

After receiving the certificate of incorporation

  • Once you have your certificate of incorporation, your company is legally established in Hong Kong. 
  • You can then proceed with other necessary steps, such as opening a corporate bank account, registering for taxes, and obtaining any required licenses or permits for your business operations.

Remember, the specific requirements and steps may vary depending on the type of company you are incorporating (e.g., limited by shares, limited by guarantee, etc.). 

Always refer to the latest guidelines provided by the Hong Kong Companies Registry and consider consulting with a professional advisor to ensure compliance and accuracy throughout the incorporation process.

Have questions? Connect with our company registration experts today.

Differences between a Certificate of Incorporation and a Business Registration Certificate (BRC)

What's the difference between a certificate of incorporation and a business registration certificate (BRC)

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Here’s a table highlighting the key differences between a Certificate of Incorporation and a Business Registration Certificate in Hong Kong:

 

Certificate of Incorporation

Business Registration Certificate

Purpose

Serves as proof that a company is legally incorporated under the Companies Ordinance.

Indicates that a business is registered with the Inland Revenue Department and is authorized to operate in Hong Kong.

Issued by

Companies Registry

Inland Revenue Department

Applicable to

Limited companies, including private and public companies.

All businesses, including sole proprietorships, partnerships, and limited companies.

Requirements for Issuance

Submission of incorporation documents (Incorporation Form and Articles of Association) and payment of incorporation fees.

Submission of a Business Registration Application and payment of the business registration fee and levy.

Primary Use

Legal recognition of the company’s formation and existence. Used in establishing bank accounts, entering into contracts, and legal proceedings.

Compliance with tax laws, including the payment of profits tax. Required for opening bank accounts and applying for permits/licences.

Validity Period

Perpetual, as long as the company remains in compliance with statutory requirements.

Typically 1 year or 3 years, after which it must be renewed.

Key Information Included

Company name, Company Registration Number (CR No.), date of incorporation, and type of company.

Business name, Business Registration Number, date of issue, and period of valid

RELATED READ

Guide to Business Registration Certificate in Hong Kong

How to verify the authenticity of a Certificate of Incorporation?

How to verify the authenticity of a Certificate of Incorporation?

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Ensuring a Certificate of Incorporation is real is super important for business trust and following the rules. Here’s how to check if one is legit in Hong Kong:

  • You can use an online platform called BizFile+ to look up the company’s details like its name or registration number. This site gives you important info like when the company started, its address, who its directors are, and other official stuff. 
  • You should also check the physical certificate itself. Real ones have a special stamp from Hong Kong’s Companies Registry and a signature from the Registrar of Companies. Sometimes, they might even have special paper or marks to show they’re real.
  • Hire a professional service to check everything properly. And if you’re really unsure or there might be a legal issue, it’s best to talk to a lawyer. They know what to do in tricky situations and can help you figure things out.
FAQs

Frequently asked questions

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A Certificate of Incorporation is a legal document issued by the Companies Registry in Hong Kong, confirming the establishment and registration of a company.

You can verify the authenticity by checking the official Companies Registry Online Search platform, examining the physical certificate for official seals and signatures, requesting a certified true copy from the company or the Registry, or using professional verification services.

It typically includes details such as the company’s name, registration number, date of incorporation, registered address, and the names of directors.



The processing time varies but generally takes around 4 to 7 working days after submitting all necessary documents and fees.



No, a Certificate of Incorporation is essential for legally conducting business in Hong Kong. It confirms your company’s existence and compliance with regulatory requirements.

Author
Country Head of Hong Kong SAR at Sleek
Liam brings extensive expertise in addressing the challenges encountered by entrepreneurs and small to medium-sized enterprises, particularly in the fintech and payments sectors. With a wealth of experience spanning the UK, Singapore, China, Australia, and Hong Kong SAR, Liam offers global insights and strategic guidance to drive business success.

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Expertise in company
incorporation, accounting, tax
services, and compliance.
Trusted by over
450,000
businesses worldwide.
4.9/5
on Google
from 4,100+ reviews.
95%
satisfaction rate from
16,000 surveyed clients.
Sleek is recognised as a global leader in business
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