What preliminary steps are taken for incorporation of a company in Hong Kong?

Incorporating a company in Hong Kong involves several preliminary steps to ensure legal compliance and successful registration. Here are the main steps you need to take:

1. Choose a Company Name: The first step is to choose a unique name for your company. The name must not be identical to any existing company registered in Hong Kong. You can conduct a name search through the Hong Kong Companies Registry to check if the name is available.
2. Determine the Company Type: Decide on the type of company structure best suited for your business needs. The most common types are private companies limited by shares and public companies. Most businesses opt for a private limited company due to its flexibility and limited liability for shareholders.
3. Prepare Company Articles of Association: This document outlines the company’s rules governing the internal management affairs and operations. You can either adopt the standard Articles of Association provided under the Hong Kong Companies Ordinance or draft your own.
4. Appoint Directors and Secretary: You need to appoint at least one director who can be of any nationality and need not be resident in Hong Kong. However, the company must also appoint a secretary who must reside in Hong Kong or be a corporate body with its registered office or place of business in Hong Kong.
5. Identify Shareholders: Decide on the founding members or shareholders of the company. A Hong Kong private limited company can have a minimum of one and a maximum of 50 shareholders, which can include individuals or corporate entities.
6. Registered Address: Provide a local Hong Kong address as the registered address of the company. This cannot be a PO Box and must be a physical address where communication and notices to the company will be addressed.
7. Prepare Documents for Incorporation: Prepare the incorporation form (Form NNC1 for companies limited by shares or Form NNC1G for companies not limited by shares), a copy of the company’s Articles of Association, and a notice to Business Registration Office.
8. File with the Companies Registry: Submit the necessary documents to the Hong Kong Companies Registry along with the required fee. This can be done online or in person.
9. Business Registration: Once the company is incorporated, you must register with the Inland Revenue Department for business registration and obtain a Business Registration Certificate. This is typically processed together with the incorporation application.
10. Open a Corporate Bank Account: After incorporation, you can open a corporate bank account. Due to stringent due diligence and anti-money laundering laws, this process can be time-consuming and requires various documents including proof of business activities, details of directors, and beneficial owners.

Each of these steps requires careful consideration and proper documentation to ensure that the incorporation process is smooth and complies with Hong Kong’s legal requirements.