Companies Registry (Hong Kong)

- Registration for companies, limited partnerships, trust companies and registered trustees.[8]

- Let public to access the information held by the Companies Registry.[8]

- Make sure the registered company following the related Ordinances.[8]

- Management of Trust or Company Service Provider’s licence.[8]

- Give advice to the Government and the Legislative Council regarding to the company law.[8]

The first Companies Ordinance was established in 1865 after the British colonized Hong Kong in 1842.[4] The Companies Ordinance 1865 was written based on the 1862 Act in the United Kingdom which benefited the English companies to develop business in Hong Kong. It introduced numbers of rules regarding to the incorporation of companies, major restrictions were the minimum number of members to start a business, kinds of limited liability, name changing etc.[4]

Till 1911, a new Companies Ordinance was issued under the 1908 Act in the United Kingdom.[4] Major changing from the previous Companies Ordinance were lowering the minimum person of starting private company, penalties and restriction to company’s operation.

A revised 1932 Ordinance was formed with the Companies Act 1929 which was mainly to incorporate the rising of China companies.[4]

In 1949, the 1949 Amendment Ordinance was constructed which let the companies in Hong Kong to expand and develop business outside the British-Hong Kong colony.[4] The 1958 Ordinance was followed by the previous law, mainly to define “charitable purpose”, which the meaning was unclear before it.

Till 1970s, the Companies (Amendment) Bill gave power to the Companies Law Revision Committee which was aimed to protect the interest of the investors in Hong Kong by giving suggestion to revise the law from British so that the law could be more suitable for the socio-economic environment in Hong Kong.[4] There were different versions of the Companies (Amendment) Bill in 1972, 1974, 1977, 1978 and 1979.

The Companies Law Revision Committee kept editing and improving the law under the introduction of the Companies (Amendment) Bill 1984.[4] In the same year, the Companies (Amendment) Ordinance 1984 was published. Alternation of the memorandum, power of companies, definition of company limited by shares etc. were added into the Ordinance. the Companies (Amendment) Ordinance of 1990 and 1995 adjusted certain fee charges and started to introduce documents in Chinese.

In 1997, Hong Kong was officially handover to China from British colony, the Companies (Amendment) Ordinance of 1997 further translated the details of law to Chinese.[4] A new function of deregistration was first introduced by the Ordinance 1999.

Until 2 July 2003, the Companies (Amendment) Ordinance 2003 established and the main change was the forbiddance of starting a company limited by guarantee with a share capital.[4]

On 10 December 2010, a revised version, Companies (Amendment) Ordinance 2010 was introduced which the Ordinance gave a larger extent of power to penalize the violation of rules.[4]

The new Companies Ordinance 2014 which include 921 sections and 11 schedules was commenced on 3 March 2014.[9] There were few changes on deregistration, General meetings, corporate director etc. Some details were extending the application of deregistration from private companies only to also companies limited by guarantee, the name of Extraordinary General Meeting was changed to General Meeting, lowered the restriction of corporate director which needed at least one director to one natural person.[9]

Local companies may be unlimited companies or limited companies. Two types of limited company are opened for registration in Hong Kong, company limited by shares and company limited by guarantee, depending on the purpose of starting a company. A company limited by shares is the most common type of company in Hong Kong. Three documents will be needed for the application, Form NNC1 for company limited by shares or Form NNC1G for company not limited by shares, a copy of the company's articles of association and a Notice to Business Registration Office (IRBR1).[10] Certificate will be established once all the procedure completed. The fee of registering a company limited by shares would be HKD$1,720[11] and the price of registering a company limited by guarantee would vary from HKD$170 to 340[11] or even more, depending on the number of members the company has.

All non-Hong Kong companies with a place of business in Hong Kong should register in the Companies Registry not later than one month after establishing that place of business in Hong Kong.[12] Registration creates a branch of that non-Hong Kong company in Hong Kong.[13] Application requires five documents, the Form NN1, a certified copy of the instrument defining the company's constitution, a certified copy of the company's certificate of incorporation, a certified copy of the company's latest published accounts and a Notice to Business Registration Office (IRBR2).[10] Certificate will be established once all the procedure completed. The fee of registering a non-Hong Kong company will all be the same price of HKD$1,720.[11]

Before starting the application, checking of the existing name of other registered companies may be needed as the Companies Registry will reject the request if the name has already been taken. There is a requirement for local companies to change the company name, they must qualify the “Special Resolution” and the intellectual property rights. Form NNC2 and a new name of company must be handed to the office of Companies Registry with HKD$295[11] either in electronic or hard copy within 15 days after the qualification of the above requirement.

Checking of the existing name of other registered companies is also needed no matter the type of company to avoid being rejected. Two documents are required for registered non-Hong Kong company to change name, Form NN10 and a certified copy of any official document from the Government of Hong Kong. The fee of changing a non-Hong Kong company’s name is HKD$1425.[11] Once the application is approved, the Certificate of Registration of Alteration of Name of Registered Non-Hong Kong Company[10] will be issued by the Companies Registry.

Annual Return and statutory documents are required for both non-Hong Kong and local companies to summit to the Companies Registry such as notice of appointment of receiver or manager, notice of mortgagee entering possession of property or notification of payment. The fee of them varies from HKD$40 to HKD$4,800.[11]

With the restriction of Companies Ordinance, Limited Partnerships Ordinance, Registered Trustees Incorporation Ordinance and Miscellaneous Incorporation Ordinances,[10] information should be disclosed to the public in certain extent. Information of company and records of licensed money lender can be searched at the Cyber Search Centre located in the office of Companies Registry. Some of the searching are not charged which include company name, document index, register of disqualification orders index and register of charges index. For charged document such as principal account, directors index search or obtaining certificate etc. The price of these documents varies from HKD$9 to HKD$500.[11]

“Notice of No Objection to a Company being Deregistered” should be first applied from the Commissioner of Inland Revenue.[10] After the authority approved the application. A Form NDR1 from the Companies Registry and the approval notice must be summited with a fee of HKD$420[11] within 3 months from the approval.