Entrepreneurs of all stripes have long found Hong Kong’s business ecosystem to be one of the most welcoming in Asia.
Whether you’re setting up a low-risk “side hustle,” founding a startup, or opening a new regional headquarters for a multinational company, setting up a business in Hong Kong is relatively fast, easy and inexpensive. The basic steps are:
- Select the company type and name (see Common Types of Business below). Check the Companies Registry search engine to make sure the name you want is not already taken.
- Register your business. All new businesses must register with the Inland Revenue Department’s Business Registration Office and obtain a Business Registration Certificate within one month of commencing operations in Hong Kong.
- Limited companies and branch offices of foreign companies will register with the Companies Registry, which automatically includes a simultaneous application for business registration. An application for incorporation can be made online, via app or by hard copy. Online applications can usually be processed within one hour.
- Other types of businesses will register directly with the Business Registration Office. Certificates are issued in 30 minutes over the counter, or in two working days by post.
- Contact InvestHK, the government’s foreign direct investment office, for free advice and services about starting or expanding a business in Hong Kong. They can help with all stages from planning right through to launch, and the Setting Up in Hong Kong section on their website breaks down the steps and answers frequently asked questions about setting up or expanding a business in Hong Kong.
- Corporate services firm Hawksford Group also publishes a useful guide to setting up a business in Hong Kong called Guide Me Hong Kong.
Common Types of Business
The most common entity types are as follows:
Suitable for small-scale and low-risk businesses under a sole owner, sole proprietorships are the easiest to set up. However, this is not a recommended business structure for entrepreneurs as it does not constitute a separate legal entity from its owner and consequently does not protect the owner’s personal assets from business liabilities.
This business structure allows two or more people to share ownership of a single business. Responsibility is shared and it becomes easier to raise funds. The most common form of partnership is a limited partnership, as it offers limited liability to limited partners. However, general partners remain jointly and individually liable for the actions of the other general partners. Like a sole proprietorship, a partnership does not constitute a separate legal entity from its owners.
By far the most common business vehicle in Hong Kong is a limited company (akin to a limited liability company in the US). A limited company offers protection of personal assets from business risks and liabilities. As a company incorporated in Hong Kong, a limited company is a separate legal entity from its owners.
Types of Foreign Company Offices
Foreign companies interested in setting up an office in Hong Kong have the option of registering a representative office, branch office, or subsidiary company.
Representative offices are most commonly set up by companies wishing to explore the Hong Kong market. Their functions are limited to non-profit-making activities such as promotion and research, and they cannot engage in any transactions which would create a legal obligation.
Companies incorporated outside of Hong Kong and wishing to set up a place of business in Hong Kong can set up a branch office. It is not considered a separate legal entity from the parent company and must register with the Companies Registry as a “Registered Non-Hong Kong Company.”
A subsidiary company is a private limited company incorporated in Hong Kong and owned by another company, which can be local or foreign.
Hong Kong – World-Class Business City
Message from InvestHK | investhk.gov.hk
InvestHK, the HKSAR Government’s department dedicated to attracting and retaining foreign direct investment, has the mission to help overseas and Mainland companies set up and expand their business in the city.
It provides one-stop services which range from the provision of the latest information on Hong Kong’s business environment, such as tax and business regulations; business support facilitation, such as assistance with business licences or visa applications and advice on living and working in the city; introduction to business contacts; arranging visits with service providers, professional associations and government officials; and marketing, PR and networking opportunities. InvestHK’s services are free, confidential and customised.
InvestHK has offices in the world’s major cities and industry experts across a range of business sectors. Our teams in the US help companies from all sectors and of all sizes, from MNCs to startups, set up or expand in Hong Kong.
New York Office
Covers central and eastern states, including Alabama, Arkansas, Connecticut, Delaware, District of Columbia, Florida, Georgia, Illinois, Indiana, Iowa, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, New Hampshire, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Vermont, Virginia and West Virginia and Wisconsin.
Head, Investment Promotion
Tel: (1) 212 752 3320 Ext. 213
Hong Kong Economic and Trade Office (New York)
115 East 54th Street, 5th Floor
New York, NY 10022
San Francisco Office
Covers western states, including Alaska, Arizona, California, Colorado, Hawaii, Idaho, Kansas, Montana, Nebraska, Nevada, New Mexico, North Dakota, Oklahoma, Oregon, South Dakota, Texas, Utah, Washington and Wyoming.
Head, Investment Promotion
Tel: (1) 415 835 9318
Hong Kong Economic and Trade Office (San Francisco)
130 Montgomery Street
San Francisco, CA 94104
Company Secretary and Corporate Paperwork
Setting up a business in Hong Kong may require a mountain of paperwork that is best handled by a certified public accounting firm and/or a company secretarial firm.
Under the Hong Kong Companies Ordinance, every company must have a secretary. This secretary, which can be a person or a corporate body, maintains the statutory books and company records and ensures compliance with statutory requirements.
If the company secretary is a person, he/she must ordinarily reside in Hong Kong. Similarly, if the secretary is a corporate body, its registered place of business must be Hong Kong.
If a company has many directors, one of them may assume the position of secretary. However, if a company has only one director, that person is not allowed to assume the responsibility of secretary for obvious reasons.
Larger businesses will engage the professional services of a company secretarial firm, paying it an annual service fee to ensure that any administrative work required by the Hong Kong government is done in a timely manner. This may be a service worth paying for, as there are penalties for late filing and you can be subject to prosecution for missing them entirely.
Corporate and secretarial services you may need include:
- Setting up a Hong Kong company
- Buying a Hong Kong shelf company
- Setting up bank accounts
- Applying for a business registration
- Providing a registered office
- Preparing annual returns
- Setting up offshore companies
- Preparing financial statements
- General accounting services
- Preparing business tax and employees’ salary tax filing
- Payroll services
- Setting up Mandatory Provident Fund (MPF) accounts
Business Registration and Annual Returns
The payment of an annual business registration fee and filing of an annual return for a private company are required every year. Any company that fails to hold an updated business registration certificate or to file annual returns within the prescribed time period is in breach of the Companies Ordinance and is subject to prosecution.
Setting Up a Bank Account
Before opening a bank account, it is worth approaching several banks to compare and select services that suit your needs. Many banks in Hong Kong have specific business divisions dedicated to serving small and medium-sized businesses in handling the setup of business accounts. The setup of a business bank account typically requires that you produce the originals of your corporate documents, such as a certificate of incumbency, director’s declaration and certificate of an associated CPA firm.
You’ll need to research the specific requirements of your chosen bank and meet with a representative in order to set up an account — a process which can take several weeks.
Compared to five or ten years ago, the process of opening a bank account has indeed become more complex and time-consuming. This can be attributed to more stringent customer due diligence (CDD) processes — part of the enhanced anti-money laundering and counter-financing of terrorism (AML/CFT) controls adopted by banks to address illegal activities and satisfy various sanctions regimes.
Apart from local requirements, some banks also need to comply with requirements or standards mandated by their head offices or overseas authorities. The account opening requirements of these banks may therefore vary.
Other Professional Services
Finding professionals to help with accounting and legal advice will save you headaches down the road.
The Hong Kong Institute of Certified Public Accountants is the body authorized by law to register and grant practicing certificates to certified public accountants in Hong Kong. Its website provides a list of its members and a database of CPA firms in Hong Kong and China.
Hong Kong is a common law jurisdiction. Practicing legal professionals in Hong Kong are divided into two distinct categories, which have specific roles. Barristers, also known as “counsel,” have unlimited rights of audience in all courts and tribunals where legal representation is allowed; solicitors, on the other hand, have limited rights. Barristers must practice as sole proprietors. Solicitors may practice together in a partnership. In terms of setting up a business, or when you need a notary, you will need the services of a solicitor.
The Law Society of Hong Kong is the governing body of the legal profession in Hong Kong. Its website offers a guide to legal services and new legislation, as well as a directory of all law firms in Hong Kong.
Like in most other large cities, the job market in Hong Kong is extremely competitive.
This is especially the case in certain industries like banking and finance. Employees are highly mobile, and it is not uncommon for staff to “job hop” until they find the most suitable opportunity.
Employers have the flexibility to hire and terminate staff with ease, so long as Employment Ordinance guidelines are followed (see below). Companies can advertise available roles via newspaper classifieds, job websites and recruitment agencies. The Labour Department’s Employment Services Division is another good resource, allowing employers to publish vacancies through its Interactive Employment Service.
You are responsible as a business owner to follow the guidelines set forth in the Hong Kong Employment Ordinance, the Minimum Wage Ordinance and the Mandatory Provident Fund Schemes Ordinance.
Whether you plan to be a business of one person or of many, you are responsible as a business owner to follow the guidelines set forth in the Hong Kong Employment Ordinance, the Minimum Wage Ordinance and the Mandatory Provident Fund Schemes Ordinance.
The Hong Kong Employment Ordinance sets forth detailed requirements for the management of staff. Labor legislation in Hong Kong provides for a range of employment protections and benefits for employees. It covers wages, rest days, paid holidays, sick leave, maternity protection and termination of employment contracts.
Minimum Wage Ordinance
Employees’ wages are subject to a minimum hourly wage rate as stipulated by Hong Kong’s Minimum Wage Ordinance. This rate is subject to change at any time.
These ordinances change from time to time, and it is the responsibility of the business owner to comply with new legislation as updated provisions come into effect. Updates are available on the Hong Kong Labour Department website.
Mandatory Provident Fund (MPF)
The MPF scheme is a retirement savings protocol for the benefit of employees in Hong Kong. It requires the employer to contribute 5 percent of an employee’s monthly salary, collect another 5 percent from the employee’s salary, and deposit the total into a registered MPF fund. The contribution is capped depending on salary level. A company that fails to deposit the required amount within the prescribed period is in breach of the ordinance and is subject to fines and prosecution.
The Legislative Council occasionally passes amendments to the MPF Schemes Ordinance, including changes to the regulations, guidelines, contribution levels and how employees may administer their MPF accounts. Updates are available on the Mandatory Provident Fund Scheme Authority website.
Taxes and Insurance
Make sure to stay on top of your obligations as a business owner.
A newly formed Hong Kong limited company will usually receive its first profits tax return from the Inland Revenue Department (IRD) about 18 months after its incorporation.
Registered companies in Hong Kong are required to submit audited accounts with their profits tax returns. This means you will need to prepare your accounting records, have them independently audited and signed off by a Certified Public Accountant as supporting evidence for your profits tax return.
The IRD will usually issue a tax demand note a few weeks after the profits tax return is submitted.
Employee’s Salary Tax
In Hong Kong, the collection of salary tax is not the responsibility of an employer. However, an employer is responsible for the reporting of staff’s earnings to the IRD. Your obligation as an employer includes maintaining payroll records for at least seven years and filing employee remuneration reports with the IRD.
Required filings include:
- Annual Employer’s Return (BIR56A and IR56B)
- Commencement of Employment (IR56E)
- Termination of Employment (IR56F)
More information on an employer’s obligation regarding salary tax is available on the Hong Kong Inland Revenue Department website.
Although not required by law, it is advisable to take out a business insurance policy that covers your office content, business interruption and damage due to fire and theft. Business insurance policy premiums depend on the coverage required. Policies are readily available from brokers, insurance companies and certain banks.
Employees’ Compensation Insurance
An employer is required by the Employment Ordinance to offer Employees’ Compensation Insurance coverage. An employer is legally liable for the payment of compensation to employees for work-related accidents and occupational diseases, as well as injuries sustained on work assignments outside of Hong Kong. Many business insurance policies provide this basic coverage.