In our previous Hong Kong Company Formation guide for foreigners, we mentioned two (2) ways to set up a Hong Kong Company: paper application and online application.
Many startups choose to hire a professional agent to assist them in their company formation. This is because if you decide to do it yourself instead of hiring a Hong Kong company agent, you will need to use a combination of both the paper and online applications. It can be a hassle, but it’s still doable. However, if you aren’t the type to shy away from a challenge, then you can follow along with our DIY guide in registering your own Hong Kong Company. Here are some tips for preparing the first step of incorporating your private limited company in Hong Kong — filling out the NNC1 Incorporation Form.
Step 1: Download Incorporation Forms.
Visit the Companies Registry official website and select your preferred language. On the left-hand menu bar, mouse over ‘Forms’, and click ‘Specified Forms.’ There are two types of companies in Hong Kong. If your company is a non-profit, you should download the NNC1G form. If your company is a for-profit, you should download the NNC1 form. Now, let’s assume that your company is for-profit since you are starting a business in Hong Kong. Download the NNC1 form. We recommend that you download the .pdf version because it is easier to fill-out.
Step 2: Fill-Out the NNC1 Form.
In this example, we’ll demonstrate how to fill out the NNC1 form, which is for private limited companies. The form is in both Chinese and English. Hence, foreigners can also understand the incorporation form easily. The form may look simple, but a tiny mistake can cause HUGE delay. In worst case scenario, the company registry may even reject the application.
2.1 Fill in the proposed company name.
Make sure you search the Companies Registry’s Cyber Search Centre to see whether your proposed company name is available. When you search, make sure to set the Search Mode to “Exact Name Search”. Avoid using “Left Partial Search” because it will give you inaccurate results. If you need more guidance in choosing a company name, please refer to our Hong Kong Company Establishment FAQ of our website, or my previous article.
2.2 Type of Company.
Private must be checked.
2.3 Fill in the proposed Registered Office address in Hong Kong.
Your company must have a registered office address in Hong Kong. It must be a commercial address and not a residential address. If you don’t have an address in Hong Kong yet, you can buy one from an official TCSP licensee.
2.3 Write your company’s email address.
2.4 Fill in the Presentor’s Reference section.
What is a Presentor?
Over the years, many foreigners have made a common mistake of using their own name when filling out the presentor’s reference section. A Presentor is a person who can collect the certificate of incorporation and business license. You must specify a person or a company to receive the documents on your behalf. If you appoint ‘Person A,’ then only ‘Person A’ can collect the documents. So even if ‘Person B’ is the director of the company, the Companies Registry will not release the certificate.
If you still decide to fill in your name in this block, then you need to be in Hong Kong to collect the certificate yourself. The Companies Registry does not arrange mailing of the certificate of incorporation and business license. The presentor must collect the certificate and business license in person. If you cannot be in Hong Kong in person, you should authorize and appoint a TCSP licensee for this purpose.
2.5 Fill in the Share Capital and Initial Shareholdings on the Company’s Formation section.
Page 2 is all about share structure. While there are no restrictions on the number of shares to be issued, you should have at least 1 share and all shares need to be issued.
What is the standard? Most companies have 10,000 shares with HKD 10,000 capital. And if you’re asking whether the value of shares can be shown in other currency, the answer is Yes. Other than HKD, you can also show the value in USD, GBP, CNY, EUR, etc. However, if you are doing the incorporation without professional assistance, I’d suggest you to go with the standard 10,000 shares with HKD 10,000 capital.
2.6 Fill in the Founder members and Directors information section
Founder member can mean a shareholder in this application form. Founder members must hold shares of the company. You must write your FULL NAME as it appears on your passport. This includes your middle name if you have one.
Hong Kong has many unspoken cultural rules. One of them is to always write your name in full. This is why when opening a company in Hong Kong, you’re not only doing the logistics, but you also have to know Hong Kong’s do’s and don’ts business culture. In Hong Kong, Chinese names are mostly made up of 3 Chinese characters. We don’t have the concept of a ‘middle name.’ For example, my name is ‘Choi Sun Dou.’ ‘Choi Sun’ is my given name, so you should address me as ‘Choi Sun.’ It would be wrong to address me as ‘Choi’ or ‘Sun’ alone.
When you register a company in Hong Kong, the government officials or financial institutions will also insist you to have your full name on every document even if your middle name is not frequently used. As the saying goes “When in Rome, do as the Romans do.”
2.7 Fill in the Company Secretary information.
Company owners should note that the sole director of the company cannot take the role of a company secretary. Second, the secretary needs to be a Hong Kong body corporate (a TCSP licensee) or a Hong Kong resident. If you don’t know anyone in Hong Kong, you can appoint Get Started HK as your company secretary.
2.8 Fill in the Director (Natural Person)
Fill in all the details on page 5. For Residential Address, please note that a P.O. box address is not allowed.
2.9 Fill in the Body Corporate
Notice that the headings for Page 5 & 6 are both listed as “First Directors”. But don’t be confused. Page 5, is for “Natural Person” and Page 6, is for “Body Corporate.” You shall note that a Body Corporate cannot be the sole director of the company. In other words, if there is only one director, you must appoint a natural person as the company director.
2.10 Don’t forget to tick the appropriate boxes
Most importantly, business owners need to tick the correct box when they sign the consent to act as director of the company. Many foreigners tick both boxes by mistake. If you do so, the application will be rejected. In fact, you should only tick the first box. The second box is only applicable if the director cannot give his consent in this application form.
I hope this DIY Hong Kong company formation guide helps you in filling out the Incorporation Form NNC1. There are still several steps involved that you need to follow after filling out the form.
Honestly, we don’t recommend registering your limited Hong Kong company on your own if this is your first time. The process can be very intimidating, and you may be wasting time instead of focusing on your business. So, if you do not want to deal with the paperwork yourself, using our service is very easy. We have competitive Hong Kong company formation pricing plans. For first-timers, we recommend the Deluxe Package as it includes Company Secretary service and a Registered Office Address. Thank you for reading!