company formation services
                     FastLane Group
‘ Together We Build Better Business ’
Launching
a business in
Hong Kong 
A guide for
entrepreneurs 
©FastLane Group November 2019
FastLane Group I Incorporating a company in Hong Kong - A guide for entrepreneurs 
About FastLane
The Fastlane Group was founded in The Fastlane Group currently supports 
2013 as an accountancy and advisory over 500 companies and is experiencing 
firm that combines innovation and rapid growth with business partners and 
technology to expert professional supporting networks. 
services within the SME market, with 
a particular focus on Entrepreneurs, Our Mission
Startups, Fast Growing Technology We strive to establish a secure and 
Companies, Startup Angel Investors rewarding partnership with our 
and Venture Capitalists. The Fastlane customers to enable successful business 
Group provides best in class service operations within the SME market in 
for businesses wishing to launch and Hong Kong. 
operate in Hong Kong, ensuring they 
maintain that financial and compliance We facilitate and introduce our 
needs as regulated in Hong Kong. customers to cutting edge technologies 
 across a suite of professional services, 
Offering a diverse range of professional allowing the autonomy to build efficient
services including accountancy, and effective organizations.
auditing, company formation and 
payroll management and HR advisory We are a business builder, professional 
assistance, the Fastlane Group is able advisor and accountant.
to provide a holistic and comprehensive 
suite of services for our clients. 
Download
This eBook is available to download as a Or make a request to 
free PDF at: [email protected] to download a 
copy.
fastlanepro.hk/ebook
Get in Touch Disclaimer
For more information or to contact This material has been prepared for 
FastLane Group on Company informational purposes only, and is not 
Formation, please email: intended to provide, and should not be 
relied on for, tax, legal or accounting 
[email protected] advice. You should consult your own tax, 
legal and accounting advisors before 
This eBook was first published engaging in any transaction.
in November 2019
©FastLane Group 2019
©FastLane Group November 2019
FastLane Group I Incorporating a company in Hong Kong - A guide for entrepreneurs 
Contents
1 Why Hong Kong 2
2 Formation Process 3
3 Directors and Shareholders of your Business 4 - 6
4 How to open a Company Bank Account 7
5 Useful Information 8 - 10
6 FAQs 11 - 12
FastLane Group I Incorporating a company in Hong Kong - A guide for entrepreneurs Why Hong Kong?
1 Why Hong Kong?
With its few regulatory restrictions
and its reputation for efficiency, Hong Kong 
maintains the title for the world’s most liberal 
economy and is recognized as an ideal destina-
tion for entrepreneurs1. As of June 2018, over 
1,407,743 companies have been registered in 
Hong Kong2.
Hong Kong serves as a competitive platform in 
the Asia-Pacific region for many
entrepreneurs and the city thrives on the 
presence of  such individuals. Ranking 6th
in the World Economic Forum’s
Competitiveness Index, Hong Kong is able
to solidify its claim as an esteemed global leader 
in finance where businesses and companies can (67%), "free flow of information" (62%), "free port 
flourish. status" (59%) and "geographical location" (59%). 
Hong Kong possess several advantages Furthermore, as Hong Kong and China’s econo-
that attract start-up enthusiasts. Economic mic and cultural relations thrive, Hong Kong has 
freedom, the provision of a globalized financial continued to develop itself as an ideal gateway 
platform and the presence for companies to access opportunities in 
of constant innovation are frequently mainland China as well as the rest of Asia.
mentioned as benefits which can be enjoyed in  
Hong Kong. Ranking as the world’s freest Hong Kong offers sound regulations and a large, 
economy for 23 years consecutively, Hong international talent pool. Start-ups in the Greater 
Kong’s facilities, flexible infrastructure, business Bay Area can use Hong Kong as a gateway for 
friendly legal structure and advantageous global expansion, while international firms can 
geographic location grants Hong Kong the come to Hong Kong as a means to enter neigh-
opportunity to become one of the most prefera- bouring markets.
ble destinations for both large and small 
businesses alike. This ebook will guide you through the process of 
incorporating a company in Hong Kong.  By 
According to the 2018 Annual Survey of Compa- taking your first step to establish your company, 
nies in Hong Kong with Parent Companies you will be able to make your mark as an 
Located Outside Hong Kong, jointly conducted entrepreneur in Hong Kong and create a 
by Invest Hong Kong (InvestHK) and the Census platform to help launch your business.
and Statistics Department, the factors identified 
which aid in the attractiveness of Hong Kong as 
a destination for incorporating businesses 
include a "simple tax system and low tax rate" 
©FastLane Group November 2019 2
Formation Process
2 FormationProcess
2.0
Selecting a company name
The most important stage of incorporating a It is most common to register companies as
company in Hong Kong is selecting a name for a limited company. Limited companies allow a 
your business. The company name may be in more direct and convenient process for ownership 
Chinese, English, or both. It is mandatory to transfer and fund raising compared to other 
select a unique name for your company, as any business structures. Moreover, limited companies 
duplication with other companies, present or are a segregation of the legal entity in Hong Kong, 
the past, will be rejected.  Please reach out to and thus are able to protect personal assets from 
the FastLane Group if you require assistance in business risks. 
familiarizing yourself with the registration 
guidelines.
Please consult FastLane should 
2.1 you require advice to determine
the right business structure 
Determining for your company.     
the appropriate legal entity
After the completion of your market analysis 
and research, an appropriate company structure Application Documents
and legal entity must be
Upon selection of the above, the following
determined before company registration. The 
application documents and their
structure of a company influences the 
corresponding fees must be submitted
day-to-day operations of your business
to the Hong Kong Companies Registry
and helps set the foundation on which further 
either electronically or as a hard copy:
development can be achieved. 
Appropriate choice of the above can ensure 
1. Incorporation Form – Form NNCI
efficient handling of matters such as tax obliga-
(for company limited by shares) or Form NNC1G (for 
tions, legal liabilities and also allows for greater 
company not limited by shares);
maneuverability with potential future invest-
ment.
2. A copy of the company's articles of
association
Common business structures are:
Branch offices 3. A Notice to Business Registration Office (IRBR1)
Sole proprietorship and partnerships
You can access the following Hong Kong company 
Limited company incorporation forms below:
Company limited by guarantee https://www.cr.gov.hk/en/home/index.html 
3
FastLane Group I Incorporating a company in Hong Kong - A guide for entrepreneurs Directors and Shareholders of your Business
3 Directors and Shareholdersof your Business
3.0
Company Director
Company Directors are individuals who are 
elected or appointed to a company’s board of Duty not to enter into transactions
directors. These individuals are elected to manage in which the company directors have an interest 
a company’s business and affairs on behalf of the except in compliance with the
company and its’ shareholders. requirements of the law;
Duty not to not abuse the position of Company 
Company Director Director;
Responsibilities and Duties 
Duty not to make unauthorised use
As Company Directors are responsible for the of company's property or information;
management of the Company on behalf of its 
shareholders, they maintain a fiduciary responsibi- Duty not to accept personal benefit
lity to act in good faith and in their best interest. from third parties conferred because 
Such responsibilities involve ensuring the of position as a director;
company’s business operations are aligned with 
the set goals and direction. Duty to observe the company's constitution and 
resolutions;
The Hong Kong Companies Registry has outlined 
11 general duties that a company director must Duty to maintain accounting records.
adhere to in the execution of their role.
Company Directors who are deemed to have failed 
Duty to act in good faith for the benefit of the in performing their duties as stated by the Compa-
company as a whole; nies Registry may be subject to legal proceedings 
and may be disqualified from their position as 
Duty to use powers for a proper purpose for the Company Director.
benefit of members as a whole;
Duty not to delegate powers except with proper 
authorisation and duty to exercise independent 
judgement;
Duty to exercise care, skill and diligence;
Duty to avoid conflicts of interest between the 
company and themselves;
©FastLane Group November 2019 4
Directors and Shareholders of your Business
3.1
Company Shareholders
A company shareholder is any individual, 
company or institution that owns at least one 
share of a company’s equity. In owning equity of a 
company, shareholders become beneficial owners 
of the company, and receive entitlement to any 
profits generated. The quantity and value of the 
shares held dictates the decision-making power of 
a shareholder and holds significant influence over 
their profit compensation.
Company Director
Responsibilities and Duties 
Typically, shareholders are not involved in the 
daily operations of a company. Shareholders main 
responsibility is to pass resolutions brought forth 
at general board meetings by voting in their 
capacity as shareholders. Often, the strength of a 
vote will be determined by the proportion of the 
company’s shares held by each shareholder.
The following basic information is required
by the Company Registry for completing a 
company’s incorporation. 
A copy of the directors’ and shareholders’ identifi-
cation documents and proof of address.
5
FastLane Group I Incorporating a company in Hong Kong - A guide for entrepreneurs Directors and Shareholders of your Business
3.2
Company Secretary
A company secretary is NOT a clerical The Main Responsibilities of a Company Secretary 
assistant. A company secretary holds a includes:
senior position in your company and is
appointed by the directors of the firm. The To receive all government correspondence
secretary is not only responsible for working and 
interacting with the directors and Assist in the preparation and filing of the Annual 
shareholders of the company, but is also responsi- Return
ble for communicating with the government and 
regulatory bodies (e.g. the Registrar of Companies, Manage shareholders and directors registrations
IRD, SFC, and the Stock Exchange of Hong Kong) 
to ensure that the Company complies with its Conduct records of directors’ appointments and 
regulatory obligations. resignations
Company Secretary Requirements Prepare agendas and minutes of board meetings 
and annual general meetings
For all Hong Kong incorporated companies, the 
company secretary can be an individual or even a Assist in shares issuance and transfer
company. In the case that the company appoints 
an individual as their company secretary, that Verify company deregistration
individual must be a resident in Hong Kong. If 
another company is appointed as the company Maintain the statutory book
secretary, it is compulsory to have a registered 
office or a place of business in Hong Kong. You may also appoint a company secretary
The first company secretary from the date of to assist you in incorporating a company.
incorporation of a company needs to be set out in 
the Company’s incorporation form. After you have incorporated your business, the 
next step is to begin running your company.
A director of a company may act as the company 
secretary of the company to the extent that they 
are not the sole director of the company.
The importance FastLane is a Hong Kong  licensed Trust and 
of a Company Secretary Company Service Provider (TCSP License 
No. TC000758)
To remain compliant with s.474 of the Hong Kong 
Companies Ordinance, all Hong Kong companies 
must appoint a company secretary.  Company 
secretaries are responsible for ensuring the 
statutory  compliance with
regulations through the provision of 
professional guidance and advice to their compa-
nies. Such responsibilities also include ensuring 
that all legal documents and filings are punctually 
submitted to authorities to avoid penalties.
©FastLane Group November 2019 6
How to open a Company Bank Account 
4 How to open aCompany Bank Account 
A company bank account must be opened in order 
to begin financing activities. 
It is recommended to present documentation 
which demonstrates administrative work and 
archives to the bank to facilitate the process of 
opening a company bank account. 
The following documents are usually required to 
open a company bank account:
A bank account opening form
It is not required under Hong Kong law for 
Certified copy of the Certificate of Incorporation all directors, shareholders and signatories
and the Articles of Association of the company of a company to be present when opening a 
issued by the Companies Registry bank account, nor is it mandatory to have an 
office in Hong Kong. As these regulations vary 
Document of the board of resolution’s approval among banks, it is recommended to confirm the 
terms of your chosen bank. For example, some 
Business plan or audited financial statements institutions allow stakeholders to sign at 
overseas branches while some do not. 
Official Business Registration Certificate issued by 
the Inland Revenue Department (certified copy) It is preferential to demonstrate companies to 
maintain documentation evidence of six 
Address proof such as passport, driving license, months of operational income, but in case of 
bank statements, and utility bills (less than two start-ups, it is recommended to also provide a 
months old) business plan which increases the chances of an 
application. The more details you provide, the 
A valid visa higher your chance of success.
A declaration showing details of principal sharehol-
ders and the directors
FastLane can help to facilitate the bank 
account opening process for business 
owners and banks
7
FastLane Group I Incorporating a company in Hong Kong - A guide for entrepreneurs Useful Information
5 UsefulInformation Provident Fund scheme “MPF”; a compulsory 
saving scheme for the retirement of residents in 
Hong Kong. In addition, it is against the Employee 
5.0 Compensation Ordinance to hire staff under the 
age of 18.
Hong Kong Tax
Hong Kong has a reputation for maintaining a 5.2
simple and convenient tax regime as a result of Annual Filing Requirements
utilizing a territorial basis of taxation. Under a 
territorial basis of taxation, only Hong Kong Local and foreign companies in Hong Kong are 
sourced income is susceptible to Hong Kong subject to annual filing requirements with the 
profits tax implications with foreign sourced Hong Kong Companies Registry [under the 
income being exempted from Hong Kong profits Companies Ordinance]. Any private limited 
tax. company incorporated in Hong Kong are required 
to file their Annual Returns that are signed by a 
Hong Kong has some of the lowest tax in the director, company secretary, manager or authori-
world. Incorporated companies are subject to a zed representative with the Companies Registry. 
profits tax rate of 8.25% on the first HKD 2 million 
of assessable profits, with remaining profits being An Annual Return details the particulars of
subject to a profits tax rate of 16.5%. In addition, a company, such as the address of the
Hong Kong does not impose capital gains tax. For registered office, shareholders, directors, secretary, 
more information regarding the etc. There is no requirement to file the financial 
rules and regulations of Hong Kong tax, accounts of the company with the Company 
please refer to our e-book ‘A Beginning Guide of Registrar.
Hong Kong Taxation’.
The Annual Return must be filed once
every calendar year, within 42 days of the anniver-
FastLane is sary of the company’s incorporation date. Howe-
a licensed HK CPA firm ver, companies are exempt from filing Annual 
Returns during the year of incorporation. Annual 
Returns must be filed even if the information 
5.1 contained in previously filed returns has not 
Pensions and Insurance changed. Businesses are required to notify the 
Companies Registry that there has been no 
Requirements change since the date of the last return.
The Employees Compensation Ordinance, establi- Late filing incurs exposes the company and its 
shes the rights and obligations of Hong Kong officers to prosecution and fines. (For further 
employers and employees in assistance, FastLane provides a one stop service to 
incorporated companies, in respect of accidents handle the annual return and different type of
arising from the course of company filings)
employment. Under the above ordinance, it is 
mandatory to enrol your staff in the Mandatory 
©FastLane Group November 2019 8
Useful Information
ensure eligibility to these initiatives, applicants 
must apply through a Hong Kong incorporated 
company.
Typically, funding initiatives will encourage their 
applicants to adopt technology into their business 
to increase their competitiveness. However, for 
applicants in industries who do not typically rely 
on technology as a key aspect of their business 
can apply to general SME support initiatives. These 
initiatives will provide general assistance ranging 
from funding to business support services.
Innovation and Technology Support programs 
seek to help SME’s who are deemed to be benefi-
cial to fostering a culture of innovation and 
technology in Hong Kong. Firms who participate 
in research and development activities or are 
5.3 looking to adopt various technologies to enhance 
their business competitiveness are the main 
Hong Kong beneficiaries
Fundraising Initiatives of such programs.
 
In recent years, the Hong Kong Government has Creative and design firms can seek support 
committed itself to further develop the growing through Hong Kong’s CreateSmart Initiative 
start-up and SME ecosystem through dedicated (“CSI”). The CSI supports firms which are deemed 
teams and various initiatives. The Hong Kong to be conducive to the development and promo-
Government has been so effective in their push to tion of creative industries in Hong Kong. Typically, 
develop the start-up ecosystem, that there are the projects sponsored are diverse in nature as is 
now approximately 40 different initiatives that the assistance that can be provided. However, 
entrepreneurs can utilize. However, the amount of applicants should take note that projects which 
initiatives available can be overwhelming. In this have eligibility under other Hong Kong Govern-
article, we look to provide a general outline on the ment funding
types of initiatives available and provide tips on schemes will not be eligible under the terms of CSI 
how to best identify which initiative is best suited eligibility requirements.
to you
Startups who are in their inception stage or early 
What are the different funding initiatives available development stage will benefit most from the 
to me? incubation programs available. Applicants who are 
looking to accelerate their growth will find perks 
The various Hong Kong Government funding which extend past funding. Many of the incuba-
initiatives available can be broadly categorised tion programs, such as Hong Kong’s famous 
into four separate groups; general SME support, Cyberport Incubation Programme will also provide 
innovation and technology support, creative and their tenants with business and professional 
design support, and incubation programs. It is services.
important to note that to How to choose the best fundraising initiative?
9
FastLane Group I Incorporating a company in Hong Kong - A guide for entrepreneurs Useful Information
The difficulty that enterprises seeking funding face 
is not whether or not financial assistance can be 
received, but rather which initiative is most 
appropriate to them. 
Each funding scheme is catered towards addres-
sing unique problems that each industry faces. As 
such, it is recommended to assess the appropriate-
ness of each funding scheme. Potential applicants 
should understand that the funding schemes offer 
differing assistance to SME’s in various industries 
and at varying stages of development / growth. 
The monetary support obtained through these 
initiatives must also be utilized for a specific 
purpose (e.g., expansion or product development).
SME owners seeking the most appropriate funding 
scheme should identify the funding schemes 
relevant to their business industry and reconcile 
the terms of the applicable funding schemes to 
their present-day business needs. To better 
understand how to increase your chances for a 
successful application, applicants may refer to 
successful case studies, consult industry contacts 
for insight as to how to approach their application. 
In addition, don’t be afraid to contact relevant 
government officials for any enquiries you may 
have.
©FastLane Group November 2019 10
FAQs 
6 FAQs 
What is a company incorporation?
Company incorporation is the legal formation of a 
company that separates the founders and the 
shareholders. The resulting legal entity ensures 
that members of the company, including sharehol-
ders, directors, executives etc, are not held 
accountable for any potential debts incurred by What are the advantages
the newly incorporated company. of incorporating a company
in Hong Kong?
What are the differences
between a sole proprietorship and a There are various advantages arising from incor-
porating a company in Hong Kong. For example:
limited liability company?
1) The incorporation and company registration 
Sole proprietorships are legal structures whereby a fees in Hong Kong are among the lowest fees in 
company is owned and run by one individual. It is the world. The low cost is a by-product of the 
the typical legal structure of choice for one-person government’s aim to incentivize entrepreneurship. 
businesses as there is no legal distinction between Prices to acquire a Company Registration and a 
the owner and the business entity. To apply for Business Registration Certificate are generally 
sole proprietorship in Hong Kong, you must be a quoted at HKD 2,000. However, as of 1 April 2019, 
Hong Kong resident or have a work visa. the Hong Kong government has imposed a one 
year waiver period for the above fee.
A limited liability company (“LLC”) is the preferred 
legal structure for individuals seeking to expand a 2) Hong Kong maintains a simple taxation regime 
company beyond a one or two-person team. LLC’s with low tax rates. As aforesaid, the first HKD 2 
promote increased credibility and professionalism million of assessable profits are taxed at a rate of 
to potential partners and investors as owners of an 8.25% with subsequent assessable profits taxed at 
LLC are not personally liable for the company’s a rate of 16.5%. Under a territorial system of 
debts or liabilities. taxation, foreign sourced profits earned outside of 
Hong Kong are not susceptible to Hong Kong 
profits tax (more specifics here).
3) The start-up ecosystem in Hong Kong has been 
growing rapidly throughout the past decade. With 
a reputation as a global business centre and being 
situated in a strategically advantageous location 
near China, Hong Kong has extensive access to the 
Chinese market which is further emphasized by a  
Closer Economic Partnership Arrangement. 
11
FAQs 
What is required to open
a Hong Kong company?
1 shareholder
1 director (one of which has
to be a natural person, not a company)
1 licensed company secretary
1 Registered address
Completed NNCI and IRB1 forms
Significant Controller Register
Certificate of Incorporation
and Business Registration 
How long does the process take?
If all your documents are complete, FastLane is 
able to incorporate a company within 2-3 business 
days.
What is the role
of a company secretary?
Can foreigners or Hong Kong 
non-residents incorporate a com- Your company secretary’s role is to maintain the 
pany in Hong Kong? company books and records, and ensure the 
company remains compliant with all statutory 
Yes. A Hong Kong company’s shareholders and requirements. Every incorporated company must 
directors are not required to be Hong Kong have a Hong Kong-based company secretary.
nationals and are not required to reside in Hong Licensed professional firms, such as the FastLane 
Kong. In addition, because there are no language Group, may act as your company secretary. Most 
restrictions in respect of company incorporation, professional firms will provide you with a local 
the process may be completed in either English or business address as well.
Chinese. 
Do I need to hire 
Do I have to physically a professional firm?
be in Hong Kong?
No. However most people do opt to work with a 
No you don’t! With the Hong Kong Government’s professional firm as it’s much easier to pass the 
e-Registry system, applicants can register their work onto people who have done it before. 
companies online. You may also engage a profes-
sional firm to incorporate the company on your 
behalf. However, upon incorporation, most banks 
will require you to come in person with hard 
copies of all your documentary evidence to open a 
Hong Kong bank account.
©FastLane Group November 2019 12
Ready to incorporate your company?
Talk to one of our experts today.
Fastlanepro.hk
[email protected]