Business Structures

Information about the regulations that apply for various business structures in Hong Kong...

There are four basic business structures available in Hong Kong:

  1. Sole proprietorship.
  2. Partnership or Joint Venture.
  3. Limited Liability Company.
  4. Branch office of an overseas company.

Sole proprietorship

The simplest business structure is a sole proprietorship. In this structure the operator and their business are one and all profits and costs are theirs. In addition there is unlimited liability, which means that the operator is personally liable for business debts.

Registration must be made with the Business Registration Office of the Inland Revenue Department (IRD) within one month of starting to trade.

Documents required include:

Sole proprietors not resident in Hong Kong must assign an agent who is resident as representative. When submitting the registration form, a photocopy of the representative's Hong Kong identity card must be included, along with Form IRBR 177.

Some transactions with the IRD Business Registration Office can be completed online.

Partnership

Up to twenty people may form a partnership, which is governed by the Partnership Ordinance. The partners share the capital, profits and also liability of the operation. A partnership agreement lays out their relationship in terms of (at least) business management, finance and ultimate termination.

Some transactions with the IRD Business Registration Office can be completed online.

  • To register a partnership with Business Registration online (select Online Application for Business or Branch Registration)

Limited liability company

As with the set up of any company, the process is complex in terms of set up structure, maintenance and reporting responsibilities. Professional advice is recommended.

A Hong Kong private company (limited liability company) has no restriction on the amount of share capital. It requires at least:

  • one shareholder
  • one director (not necessarily a Hong Kong resident)
  • a Hong Kong address
  • a Company Secretary (who is a Hong Kong resident)

The process to incorporate a Hong Kong Limited Liability Company is:

  1. Application with Companies Registry for a Certificate of Incorporation.
  2. Appointment of the company officers.
  3. Registration with the Business Registration Office.

Branch office of an overseas company

Companies incorporated outside of Hong Kong may choose to operate from premises in Hong Kong.  A branch office can take advantage of the foreign head office's credit rating as well as other advantages provided from being associated with an already-established entity overseas.

Registration of a branch office must be made with the Business Registration Office of the Inland Revenue Department (IRD) within one month of starting to trade.

Documents required include:

  • a certified copy of the company constitution
  • completed Form F1
  • a certified copy of the certificate of incorporation
  • a certified copy of the latest accounts of the company (not always required)
  • application fees

InvestHK offers information regarding setting up a branch office in Hong Kong.