Basic Requirements for Setting up a Limited Company in Hong Kong

According to the Companies Ordinance, the following are the basic criteria for incorporating a private limited company in Hong Kong:

1. Company Structure and Members

• At least one director (must be aged 18 or above; no nationality restrictions).

• At least one shareholder (can be the same person as the director).

• One company secretary

  • If there is only one director, that director cannot act as the company secretary.

  • If the company secretary is a corporate entity, it must be a Hong Kong company and possess a valid Trust or Company Service Provider (TCSP) license.

2. Registered Company Address

• A valid Hong Kong address must be provided as the company’s registered address.

• This address is used for receiving statutory documents from the relevant departments such as the Companies Registry and Inland Revenue Department (IRD).

• The use of a virtual office or address service provider is legal in Hong Kong, but the provider must hold a TCSP license.

3. Company Name

• Names can be in Chinese, English, or both.

• The name must not duplicate an existing company or include restricted or misleading words.

• Private limited companies must include “Limited” or “有限公司” in their names.

Documents Required to Set Up a Limited Company in Hong Kong

The following documents are typically required:

• Proposed company name (must include an English name).

• Copies of identity cards or valid passports for all directors and shareholders.

• Address proof of directors and shareholders (usually within the last three months).

• Registered company address details.

• Information about the company secretary.

• Details of share capital structure and share allocation arrangements.

General Steps to Incorporate a Limited Company in Hong Kong

• 1. Verify and Prepare Information

     • Confirm the availability of the proposed company name and conduct a name search.

• 1. • Prepare the required documents, such as:

       • Identity documents of directors and shareholders.

       • Registered company address.

       • Details of share capital and share allocation.

  2. Sign and Submit Documents

     • Sign the statutory incorporation documents.

     • Submit the documents to the Companies Registry for registration:

       • Paper filing generally takes around 5 working days for approval.

       • Electronic registration can be completed in as fast as 1 day

  3. Obtain Registration Documents

     • • Upon successful registration, the company will receive the following documents:

         • Certificate of Incorporation (CI).

         • Business Registration Certificate (BR).

Post-Incorporation Requirements for Hong Kong Limited Companies

After setting up a limited company, the following arrangements should be made as per business needs:

1. Opening a Company Bank Account

   While it is not mandatory to open a company bank account immediately after incorporation, it is recommended to set one up before starting operations. Using a company bank account enhances financial transparency and simplifies accounting and auditing tasks.

2. Setting Up Accounting Records and Tax Arrangements

• Under the Companies Ordinance, all limited companies must maintain proper accounting records and file annual Profits Tax Returns (BIR51) with the IRD.

• Companies are required to conduct annual audits and submit audited financial statements.

3. Other Compliance Requirements

• Submission of an Annual Return (NAR1) to the Companies Registry each year.

• Updating details with relevant authorities in case of business operations or personnel changes.

• Renewal of the Business Registration Certificate (BR).

• Reporting employee salaries to the IRD and enrolling in a Mandatory Provident Fund (MPF) scheme for employees if applicable.

When Does a Newly Established Company File Tax for the First Time?

Generally, a limited company in Hong Kong will receive the first Profits Tax Return (BIR51) from the Inland Revenue Department (IRD) approximately 18 months after its incorporation. For instance, if a company is incorporated in January 2026, it can expect to receive its first Profits Tax Return between July and August 2027.

It is important to note that even if the company has not commenced operations or generated revenue during its first fiscal year, the Profits Tax Return must still be filed.

Under What Circumstances Must a Company File Tax?

• Receipt of the Profits Tax Return
  Upon receiving a Profits Tax Return from the IRD, the company must submit the completed return within the specified deadline, regardless of whether it has operated or earned a profit.If the company has not yet commenced operations, has ceased operations but not resumed, or has earned no taxable profit during the relevant tax year, the IRD may not require a tax return every year. However, once a return is issued, it must be submitted on time.
• Company Is Operating but Has Not Received a Tax Return
  Even if a company has not received a Profits Tax Return, it is obligated to proactively notify the IRD and declare its income if business operations or revenue generation have commenced. The excuse of “not having received a tax return” cannot be used to delay filing.

Hong Kong Limited Company Filing Timeline for 2026

The IRD usually issues Profits Tax Returns to all companies in Hong Kong in bulk on the first working day of April each year. Companies are required to file their returns within one month of issuance. The specific filing deadlines vary depending on the company’s fiscal year-end date, as outlined below:

2025/26 Tax Filing Schedule