Incorporation refers to the legal process for establishing a company in any jurisdiction.
The relevant authority that oversees the process issues a certificate that serves as evidence that the company has been set up under the requirements of law.
Hong Kong law also requires local and foreign companies to follow the incorporation process and obtain a certificate of incorporation. This guide tells you everything you need to know about getting one.
What Is a Certificate of Incorporation?
A certificate of incorporation is a legal document that records the date from which a company comes into existence. You can think of it as a birth certificate for companies. Since a government authority issues a certificate of incorporation, it also serves as a license for a company to operate.
In Hong Kong, only limited liability companies need a certificate of incorporation and the Companies Registry issues it. The certificate follows a standard format and contains information in English and Chinese.
Note that an incorporation certificate differs from Certificate of Incumbency which contains the details of your company structure and validates its legal status. Moreover, while any independent third party can issue an incumbency certificate, only the Companies Registry has the power to issue a certificate of incorporation.
Additionally, incorporation certificates issued by the Hong Kong Companies Registry are only valid in Hong Kong. You need a separate certificate of incorporation in case you want to set up a company in Mainland China.
Information Within a Certificate of Incorporation
Your Hong Kong certificate of incorporation carries the following information:
Company Registration Number
Your Company Registration Number is a unique 7-digit number printed on the top left corner of the incorporation certificate.
This number acts as the ‘social security number' of your company and is used for identifying your company in official and government records.
Effective January 2024, a company's Business Registration Number will also be known as its Unique Business Identifier (UBI). This number will be prominently displayed on both the Business Registration Certificate and the Certificate of Incorporation.
Additionally, the Business Registration Number or UBI will now also serve as the company's Tax Identification Number (TIN).
Official Name
The company's name appears in the middle of the certificate of incorporation.
Incorporation Date
The date on which the existence of a Hong Kong company is officially entered in the records of the Companies Registry also appears on the incorporation certificate. It is above the signature of the Company Registrar.
This serves as the date of incorporation of the company.
Ordinance Type
A specific section of the Companies Ordinance provides for the issuance of a certificate of incorporation to limited liability companies in Hong Kong.
The incorporation certificate mentions the same to prove that the business is indeed a limited liability company.
Certificate Type
The words ‘Certification of Incorporation' is printed right on top, below the logo of the Companies Registry.
This is a piece of important information as there are several other certificates such as ‘Certificate of Continuing Registration' and ‘Certificate of Registration as a Trust Company' that look similar to an incorporation certificate but serve a completely different purpose.
Company Registrar's Name
Since the company registrar issues the incorporation certificate, their name also appears on the certificate.
Why Your Company Needs a Certificate of Incorporation
A certificate of incorporation validates the existence of a company.
It is a legal document that proves that your company has followed the due process of setting up a company as per the laws of the place where it intends to carry out business.
In fact, if you want to open a business bank account, apply for financial assistance, or raise money from investors, you need to submit your certificate of incorporation.
Incorporating a company is advantageous for any business, as it:
- Establishes a distinct legal liability of the business and separates business assets from your assets
- Provides you with tax benefits
- Helps maintain the perpetual existence of your business so that it remains unaffected by the death of the owner
Difference Between a Certificate of Incorporation and a Business Registration Certificate
Any business that generates profit (including sole proprietorships, partnerships, branch offices, and representative offices) needs registration with the Inland Revenue Department.
As part of the registration process, the Department issues a business registration certificate. Along with other details, the certificate also carries a unique 8-digit number known as the business registration number.
Here are the key differences between a business registration certificate and a certificate of incorporation:
| Aspect | Certificate of Incorporation | Business Registration Certificate |
|---|---|---|
| Purpose | Proves the company’s legal existence and registration | Grants the Business Registration Number (tax ID) for tax purposes |
| Issued By | Companies Registry | Business Registration Office, Inland Revenue Department |
| Number Issued | Company Registration Number (company ID) | Business Registration Number (tax ID) |
| Expiry | No expiry date | Valid until the date specified on the certificate |
| Verification | Can be verified via the Integrated Companies Registry Information System (ICRIS) | No official platform for verification |
| Display Requirement | Not required to be displayed | Must be displayed in a conspicuous place at the business premises |
How to Obtain a Certificate of Incorporation
Here's what you need to do to obtain a certificate of incorporation:
Choose the Type of Company You Want to Incorporate
There are two types of limited liability companies you can choose from: you can either opt for a company limited by shares or a company limited by guarantee.
A company limited by shares means that the shareholder's liability is limited to the capital it holds in the company. As per the Hong Kong Companies Ordinance, there is no minimum share capital required for incorporating a company limited by shares.
In a company limited by guarantee, each member acts as a guarantor for liabilities of the company for a specified amount.
Choose a Name for Your Company
Decide on a name for your company. It can be either in English or in Chinese.
If you want to incorporate a company with a Chinese and an English name, both names will appear on the certificate of incorporation and act as the formal name of the company.
Ensure that the name is per the company name guidelines and is not in use already by other Hong Kong companies.
Fill In the Application Form
Fill in the relevant details in your incorporation form.
The fact that you need to fill in the details of your company secretary in the form highlights the importance of having a company secretary before you begin the incorporation process.
You also need to attach a copy of the Articles of Association of the company and the Notice for Business Registration to the Inland Revenue Department along with the form.
Submit the Documents and Pay the Applicable Fees
You can submit the form and supporting documents either online or in person at the Company Registrar's office.
The fees vary depending on the mode of submission and whether the company is limited by shares or guarantees.
Receive Your Certificate
In case of online submission of forms and documents, you will receive an electronic copy of the certificate of incorporation within an hour of submission.
In case of in-person submission, a hard copy of the certificate of incorporation is available for pick up within 4 working days of submitting the form.
How to Validate the Incorporation Certificate
Checking if a Hong Kong company is properly registered is an important step when you’re considering doing business with them. One reliable method is to verify their Certificate of Incorporation. So, how do you do that?
Online Verification Made Easy
You can quickly confirm a company’s registration by using the Companies Registry’s Cyber Search Centre. All you need is the company’s name or its unique 8-digit identifier. Just enter these details, and you’ll have access to public records showing the company’s incorporation date, status, and registered office address. If these match what the company has told you, you can feel confident about its authenticity.
Getting a Certified Copy
Sometimes you might need an official certified copy of the Certificate of Incorporation—for instance, for legal or banking requirements. In that case, you can request one directly from the Companies Registry. This certified copy will carry the official seal of the Registrar of Companies, which makes it legally recognized. Keep in mind, there is a small fee for this service, and only copies issued by the Companies Registry are valid. If you come across a “certified copy” without the proper seal, it’s not genuine.
Taking the time to verify a company’s registration can help you avoid future complications. It’s a simple step but definitely worth it.
Bottom Line
As a limited liability company, a certificate of incorporation forms part of the constitutional documents that are necessary for a corporate entity that wants to do business in Hong Kong.
Want to get your company incorporated and get a certificate but unsure how you can get started?
Contact Air Corporate today. Our experienced team can guide you through the entire process of company incorporation.
FAQs
A certificate of incorporation remains valid till the company remains in existence. That’s why there is no expiry date specified. If the company files for winding up or dissolution, the certificate of incorporation ceases to be valid.
You can order a certified copy of the certificate through the Companies Registry’s Cyber Search Centre or Company Search Mobile Service. This service is available on payment of additional fees.
You can use the Companies Registry’s online system ICRIS (Integrated Companies Registry Information System) to verify whether a company has an incorporation certificate.
This is a bilingual platform that allows you to confirm basic information about a company such as its date of incorporation and if there has been any change of name. But you cannot download a copy of the incorporation certificate from ICRIS.
Absolutely. When your company changes its name, you simply need to submit a name change application to the Companies Registry. Once approved, you'll receive an updated Certificate of Incorporation.
No, they don't. Certificates of Incorporation are only issued to incorporated entities like limited liability companies. Sole proprietorships operate under a Business Registration Certificate instead.
If your certificate goes missing, you can request a certified copy from the Companies Registry. This process involves filling out an application form and paying a small fee.
Yes, certain services—such as downloading certified copies or accessing detailed public records—do come with a small fee. It's best to check the Companies Registry website for the most up-to-date fee details.
If you notice any discrepancies or outdated information on your Certificate of Incorporation, contact the Companies Registry directly to resolve the issue and ensure your records are accurate.
