2. How can I set up a sole proprietorship, partnership or limited company? Do I have to obtain a business registration certificate from the Inland Revenue Department and register with the Companies Registry before commencement of business?
The Business Registration Ordinance (Cap. 310 of the Laws of Hong Kong) requires every person who runs a business in Hong Kong, whether it is a sole proprietorship, partnership or limited company, to register the business at the Inland Revenue Department within one month from the date of commencement of business, and to display a valid Business Registration Certificate at the place of business. For more information about the application procedure, the relevant charges and a sample application form and certificate, please visit the website of the Inland Revenue Department.
Registration of a limited partnership with the Companies Registry
Besides registering with the Inland Revenue Department, a limited partnership must be registered with the Companies Registry. A Certificate of Registration of a Limited Partnership will be issued by the Companies Registry. Please visit the website of the Companies Registry for more information about the application for registration procedure.
Notification to the Hong Kong Law Society in respect of limited liability partnership
In addition to registering with the Inland Revenue Department, a law firm must notify the Hong Kong Law Society in a prescribed form at least seven days prior to commencement as a limited liability partnership (“LLP”) and submit to the Law Society a commencement notification with more detailed particulars within 14 days of commencement. Please visit the website of the Hong Kong Law Society for the notification procedure and more information on how to become an LLP.
Incorporation of a limited company
In addition to obtaining a business registration certificate, persons who intend to set up a limited company under the CO have to submit its incorporation form and articles of association.
Any one or more persons may form a company by signing the articles of association of the company intended to be formed and delivering to the Registrar of Companies (the “Registrar”) for registration a copy of the articles in the same form as those signed by the founder members together with a completed incorporation form (section 67 of the CO).
For more information about how to register or incorporate a limited company, please visit the website of the Companies Registry or call its hotline at 3142 2822.
It is important to note that a limited company only comes into existence on the date on which its Certificate of Incorporation is issued by the Companies Registry.
Rather than setting up a new company, you can purchase a ready-made company limited by shares (also called a "shelf company") from a company formation agent. After paying the prescribed service charge, the agent will arrange to transfer the shares of the selected company to you (and any other shareholders who may be involved) and handle the relevant documentation. You are recommended to consult a certified accountant or qualified solicitor before you buy a shelf company.